This staking program agreement (the “Agreement”) governs YOUR (BEFORE ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ARE STRONGLY ENCOURAGED TO READ THE FOLLOWING NOTICE & ALL THE TERMS & CONDITIONS OF THIS AGREEMENT, THE WALLET USE & PRIVACY POLICY) participation in the staking program offered by a group of persons, such as legal entities, JVs incorporated by means of contractual agreements, organizations and teams as well as service providers, licensed persons and suppliers who are assisting the provisions or part thereof for providing services and solutions engaging cryptocurrencies and more generally virtual assets to individuals and businesses available through various types of internet connectivity, including those provided via mobile applications and websites that are based on innovative advanced technologies such as smart contracts and blockchain (hereinafter referred to as “iOWN“).

IMPORTANT NOTICE – BINDING AGREEMENT

IN ACCEPTING THE TERMS OF THIS AGREEMENT BY CLICKING I ACCEPT YOU (HEREINAFTER REFERRED TO AS “YOU” OR “YOUR”, AS THE CONTEXT MAY REQUIRE) HAVE ENTERED INTO BINDING CONTRACTUAL AGREEMENTS WITH IOWN IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT AND ITS RELATED CONTRACTUAL INSTRUMENTS SUCH AS THE TERMS AND CONDITIONS GOVERNING THE USE OF THIS WALLET AND THE PRIVACY POLICY, BOTH ARE AVAILABLE ON THE TABS SHOWN BELOW IN THIS WALLET. BY CLICKING I ACCEPT YOU REPRESENT AND WARRANT THAT YOU HAVE READ AND UNDERSTOOD ALL THE AFORESAID CONTRACTUAL PROVISIONS; HENCE, YOU ACCEPT TO BE BOUND BY EVERY AND ALL OF ITS TERMS AND CONDITIONS. 

STAKING TOKENS BY YOU ARE CONSENTING TO BE BOUND BY, ASSENTING TO THE BINDING PROVISIONS OF THIS AGREEMENT, MAKING REPRESENTATIONS AND WARRANTIES SET FORTH IN, AND WILL BECOME A PARTY TO THIS AGREEMENT.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THE AGREEMENT, OR IF ANY OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE AGREEMENT IS INACCURATE AS APPLIED TO YOU, YOU MUST NOT STAKE TOKENS WITH OR OTHERWISE USE OR PARTICIPATE IN THE STAKING PROGRAM.

IMPORTANT NOTICE – NO ADVICE FROM IOWN

IOWN DOES NOT PROVIDE INVESTMENT, TAX, OR LEGAL ADVICE, AND YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT, INVESTMENT STRATEGY OR RELATED TRANSACTION IS APPROPRIATE FOR YOU BASED ON YOUR PERSONAL INVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES AND RISK TOLERANCE.

ANY INFORMATION PROVIDED BY IOWN ITS AFFILIATES AND/OR SUBSIDIARIES, WHETHER PROVIDED IN THIS AGREEMENT, PARTICULARLY UNDER ARTICLE (3) BELOW, ON THE WEBSITE, SOCIAL MEDIA PLATFORMS, SOCIAL MEDIA SITES, BLOG POSTS, ARTICLES, LINKS TO THIRD-PARTY CONTENT, NEWS FEEDS, TUTORIALS, AND VIDEOS, OR PROVIDED BY ANY PERSON OR THIRD PARTY IN ANY MEANS OF COMMUNICATION ARE NOT INVESTMENT ADVICE, FINANCIAL ADVICE, TRADING ADVICE, OR ANY OTHER SORT OF ADVICE, AND YOU SHOULD NOT TREAT ANY SUCH CONTENT AS SUCH.

 

1.   DEFINITIONS & INTERPRETATION

• In addition to the capitalized terms defined in this Agreement, the following terms shall have the following meanings for the purposes of this Agreement:

“Account”	means your account that has been created in this Wallet in accordance with the T&C.
“Distribution Date”	means the date on which the Periodical Return will be distributed during the Distribution Period.
“Distribution Period”	means any date between (1st – 10th) of any calendar month (i.e., 12 months period), during which the Periodical Return will be distributed among the Eligible Participants.
“Effective Date”	means the date and time of each and every Staking, providing that such date and time will apply separately for each Staking transaction you may make in the Staking Program. The following example is provided for clarity in applying a separate Effective Date principle for each transaction: –    On 1/1/2022 at 2:00 PM you participated in the Staking Program through 100,000 Staked Tokens; –    on 1/1/2022 at 2:05 PM you participated in the Staking Program through 50,000 Staked Tokens; and –    On 1/3/2022 at 12:00 PM you participated in the Staking Program through 100,000 Staked Tokens; therefore, –    three Effective Dates will apply for each Staking Transaction, being 1/1/2022 at 2:00 PM, 1/1/2022 at 2:05 PM & 1/3/2022 at 12:00 PM.
“Eligible Participant”	means any Participant who is holding the ownership of the NFT(s) at the actual time of distributing the Periodical Return on the Distribution Date, providing that in case the NFT(s) is awarded to a Participant as a Staking Reward, then he/she will be entitled to receive his/her Periodical Reward in the calendar month subsequent to the calendar month in which the Periodical Reward was gained by that awarded Participant.
“Exchange Rate”	means the average exchange rate for converting United States Dollars into Tokens, such average shall be produced through quoting exchange rates from the Venues on the Distribution Date or the date preceding the Distribution Date, as may be solely determined by iOWN.
“Lock-Up Period”	means a minimum period of 182 calendar days as of the Effective Date during which all the Staked Tokens must remain locked (Staked) in order to entitle the Participant to gain the Periodical Reward for each Staking according to the provisions of this Agreement.
“Minimum Tokens”	means 50,000 Tokens, which represent the minimum number of Tokens that shall be Staked by you to become eligible to participate in the Staking Program.
“Multiplication”	means the numbers are generated when (50,000) is multiplied by any Natural Number that will not produce a number exceeding the Staking Cap, such as producing (50,000), (100,000), (150,000), (200,000), …. up-to-the Staking Cap.
“Natural Number”	mean numbers that are a part of the number system, including all the positive integers from 1 to infinity but not zero, fractions, decimals, and negative numbers.
“NFT”	means blockchain-tracked, non-fungible tokens from the iOWN collection that will be available on secondary markets for non-fungible tokens, e.g., opensea.
“Periodical Return”	means the NFTs’ ownership gain that is repeatedly distributed in Tokens in variable amounts, which are calculated based on the two steps formula provided under article (6.2) of this Agreement, among the Participants who retain the NFTs’ ownership at the actual time of distributing the Periodical Return on the Distribution Date.
“Participant”	means a holder of the Tokens that have agreed to participate in the Staking Program and/or the owner of the NFT.
“Platform”	means iOWN’s technology platform and infrastructure that is used to perform the Staking Program which is accessible as a mobile application (Wallet) made available for iOS and Android devices, any reference to Platform includes a reference to its blockchain network (for which the Platform is able to perform its functionalities such as the Staking Program) and its protocols procedures and rules by which it operates.
“Reward”	means the Staking Reward and/or the Periodical Return that might be gained by the Participant according to this Agreement.
“Staked”	means maintaining the locking up status of all the Staked Tokens.
“Staked Tokens”	mean the Tokens utilized in each Staking that is (i) not less than the Minimum Tokens; and (ii) in a number generated from the Multiplication but shall not exceed the Staking Cap.
“Staking”	means each and every time a participant locks his/her Tokens to participate in the Staking Program.
“Staking Cap”	means the maximum amount allotted for all Tokens to be Staked in the Staking Program, which amounts to 205,500,000 Tokens at the time of commencing the Staking Program, providing that such number will vary, from time to time, depending on the time of your Staking, providing also that such variable maximum amount will be produced at the Effective Date by applying the Staking Cap Formula.
“Staking Cap Formula”	means the amount produced by applying the following formula: Staking Cap = CPTok – STTAgg.Eff. Where: CPTok means 205,500,000, which is the initial Staking Cap at the time of commencing the Staking Program; and STTAgg.Eff. means the aggregate number of all Staked Tokens at the Effective Date, which is the date and time of each of your Staking.
“Staking Program”	means the program made available by iOWN to natural persons who hold Tokens in an amount equal to or greater than the Minimum Tokens by which they are entitled to locking up a certain number of Tokens on the Platform for the opportunity of gaining Rewards subject to the terms and conditions of this Agreement.
“Staking Reward”	means your one-time Staking prize awarded in NFT(s) in a proportional number to the number of your Staked Tokens, which is calculated by using the formula stipulated in article (6.1) of this Agreement.
“T&C”	means the terms and conditions governing your use of the Wallet, including the privacy policy, which are published on the Wallet and the Website.
“Token”	means iOWN Token, a cryptographical token built on the blockchain technology and issued by iOWN.
“Venue”	means (i) LATOKEN, P2PB2B and COINSBIT; or (ii) any other three organised markets in which the Token is listed for quotation, quoted or traded during the-then Distribution Period; or (iii) if such Token listing during such period is limited to (a) one organised market, then that market or (b) two organised markets, then these two markets.
“Wallet”	means iOWN’s software in a mobile device available for iOS and Android, which generates a cryptographic private and public key pair that you may use to send and receive any permitted digital assets including the Token.
“Website”	means www.iowntoken.com

• In this Agreement, unless the context requires otherwise:
  • a singular word includes the plural and vice versa;
  • a word that suggests one gender includes the other gender;
  • any reference to a person includes an individual (natural person) and/or a judicial (legal) person such as corporate bodies, corporations, firms, associations, governmental bodies, semi-governmental bodies, partnerships, joint-ventures, organisations, institutions, trusts and agencies;
  • if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
  • a reference to a document or agreement (including a reference to this document) is to that document or agreement as amended, supplemented, varied or replaced;
  • a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
  • the words “include” and “includes” shall be deemed to be followed by the phrase “without limitation”;
  • the words “including” and “such as” shall be deemed to be followed by the phrase “but not limited”;
  • the use of “g.,” and “for example” means that what is provided following such expressions is intended for hypothetical purposes only.
  • words denoting an obligation on you to do an act, matter or thing includes an obligation to procure that it be done or words placing you under a restriction include an obligation not to permit an infringement of the restriction; and
  • the headings of this Agreement are for convenience only and shall not affect the meaning or interpretation of the provisions of this Agreement.

 

2.   TERMS OF ACCEPTANCE

• You must be a natural person at least 18 years of age to participate in the Staking Program, and you warrant and represent that you:
  • are at least 18 years of age and legally able and permitted to enter into this Agreement;
  • have not been banned, suspended or removed by iOWN previously;
  • are capable to acquire, receive and hold Tokens and NFTs as described in this Agreement;
  • have the authority to legally stake Tokens and maintain its Staked status as well as adhering to the terms and conditions of this Agreement; and
  • duly holds Tokens that are not less than the Minimum Tokens.
• This Agreement and all its provisions are a legally binding agreement between you and iOWN.
• You represent that you have knowledge of blockchain technology, virtual tokens, non-fungible tokens, staking, accounts, keys, and all matters related to staking programs in general.
• You represent that you have conducted your own thorough and comprehensive due diligence on iOWN, the Token, the NFT, the Staking Program and other matters considered in this Agreement.

 

3.   STAKING ASSUMPTIONS

• Without prejudice to iOWN’s relevant declarations included in this Agreement, iOWN is introducing the Staking Program based on the following business assumptions:
  • iOWN maintains the ownership beneficiary rights in different tangible and intangible assets;
  • part of these assets are eight (8) hotel apartments forming part of well-known luxury hotels located in the financial districts, e.g., HKG, Singapore and the UAE (the “Properties”);
  • the Properties’ current market value is estimated at USD 2,000,000 (the “Value”);
  • the steady and continuous lease earning status is presumed as the Properties constitute an integral part of the premises offered to the guests of a well-reputable luxury hotel, who must maintain such lease rights in order to continue its operations;
  • the NFTs, which are issued in a limited number, will extend to their holders’ beneficial rights that guarantee each of them receiving periodical earnings represented by the Periodical Return;
  • iOWN is making the Staking Program available to the loyal holders of the Token, hoping that they will be able to gain the Rewards;
  • upon each of your Staking you will be guaranteed the Staking Rewarded
  • the Token holders who Stake the Staked Tokens in accordance with the conditions of this Agreement will be eligible to gain free NFTs in a number calculated by utilizing the formula provided under article (6.1) of this Agreement;
  • the NFT(s) will be guaranteed to you as per the Staking Reward upon your Staking, providing that such NFTs’ ownership will be transferred to you anytime thereafter upon its issuance completion by iOWN[1];  
  • gaining these free NFTs and maintaining their ownership will entitle its holders to a steady periodic income payable in Tokens, which is the Periodical Return;
  • through automated transactions generated by virtue of predefined smart contracts embedded in the Platform, iOWN is committed to distributing among the NFTs’ holders at their Wallets, during the Distribution Period, Periodical Return calculated in accordance with the two steps formula provided in article (6.2) below; and
  • additional gain is also possible after awarding the NFTs to the qualified Participants, as iOWN is committed, at no additional costs, to listing the NFTs on non-fungible tokens secondary markets, which will make the NFTs sellable through the said markets.  
• The assumptions provided, whether expressly or implicitly, in this article (3) including information, data, expectations, value, returns, Rewards and figures are provided by iOWN without any warranty and/or representation from iOWN’s side, and by declaring that it may contain faults or inaccuracies or legal challenges; accordingly, you accept that the entire risk as to the satisfactory quality, performance, accuracy and effort is with you.

 

4.   STAKING RISKS

• The Participant warrants and represents that he/she is fully aware of all risks associated with participating in the Staking Program, Staking, Staked Tokens, Tokens’ ownership, NFTs’ ownership, Rewards and penalties that may be imposed on the Participant.
• The Participant is fully responsible for maintaining the security of his account created at the Platform, including passwords, private keys, login information or any identification code given to Participants for use in relation to the Staking Program, which shall not be shared with or disclosed to any third party, losing this information or such information becomes otherwise accessible to any third party, the Participant is fully responsible for any possible adverse consequences such as un-Staking Staked Tokens, selling Tokens or selling NFTs.
• The Participant acknowledges and agrees that Staking may be subject to material underlying risks causing an inability to utilize a function or functionalities of the Staking Program, inability to un-Stake, inability to claim rewards, inability to dispose of the Staked Tokens anymore including market risks, slashing risks, operational risks and technical risks resulting from different issues which may affect blockchain, Platform, networks such as failures and/or errors and/or breakdown and/or malfunction and/or unavailability result in an inability to un-Stake, inability to un-Stake the Staked Tokens, inability to claim rewards, and inability to dispose of the Staked Tokens anymore.
• You understand and acknowledge this Agreement, including the Staking Program, has not been reviewed, verified, confirmed, approved by any regulatory body nor passed or filed with any regulatory authority.

 

5.   STAKING TERMS

• In terms of Stacked Tokens number, you may only participate in the Staking Program if you are Staking Tokens in a number that is:
• not less than the Minimum Tokens;
• a product of Multiplication; and
• not exceeding the Staking Cap.
• The Staked Tokens or any interest in Staked Tokens, including any Reward, are untransferable prior to un-Staking the Staked Tokens.
• The Participant agrees that in the event he/she contributes to more than one Staking transaction, each one Staking participation will be a single transaction that cannot be linked to or benefit from any of his/her other Staking, for clarity, each Staking will individually be subject to its own Lock-Up Period, meeting the defined Staked Tokens requirements any other terms and condition for participating in the Staking Program.
• The Participant’s right to receive the Periodical Return requires maintaining the Staked status of all the Staked Tokens during the time at which the Periodical Return is distributed on the Distribution Date; accordingly, in the event, the Participant has un-Staked any Staked Tokens before the aforementioned time of distributing the Periodical Return the Participant has no claim to any such Periodical Rewards after the time of un-Staking. For the avoidance of doubt, the aforesaid rule regarding the requirement of holding the Staked Tokens at the Periodical Return said distribution time applies separately for each Staking transaction.
• During the Lock-Up Period the Participant’s ability to dispose of, transfer and/or un-Stake the Staked Tokens will be subject to restriction and limitation measures, which are automatically implemented by virtue of a predefined smart contract reflecting the terms of this Agreement by which the Staked Tokens can be disposed of, transferred and/or un-Staked at the Participants’ sole discretion but any such operation or activity will be subject to the conditions set out in this Agreement, including the consequences of an Early Withdrawal Event.
• Each participant in the Staking Program may at his/her sole discretion resolve to un-Stake the Staked Tokens at any time, notwithstanding its length whatsoever, before the end of the Lock-Up Period (the “Withdrawn Person” and/or “Early Withdrawal Event”), which will automatically result through transactions generated automatically by virtue of predefined smart contracts the following:
  • A penalty will be imposed on the Withdrawn Person the penalty will be in the amount of (25%) of the Staked Tokens withdrawn at any time prior to the end date of the Lock-Up Period, which is 182 calendar days as of the Effective Date;
  • The Withdrawn Person has no claim to any Periodical Return after the un-Staking time;
  • The above consequences provided in articles (5.4.1) and (5.4.2) above, will be imposed and enacted regardless and notwithstanding any reason that caused un-Staking the Staked Tokens by the Withdrawn Person at any time before the end of the Lock-Up Period, even if it is a result of a malicious actor, hacker or a force majeure event.
• THE PARTICIPANT AND THE WITHDRAWN PERSON HEREBY UNDERSTAND AND ACCEPT THE RISK OF LOSS IN THE AMOUNT OF (25%) OF THEIR STAKED TOKENS AS WELL AS NOT BEING ELIGIBLE TO GAIN ANY PERIODICAL RETURN THEREAFTER, WHATSOEVER IF AN EARLY WITHDRAWAL EVENT WERE TO OCCUR FOR WHATEVER REASON.

 

6.   STAKING TERMS

• The Staking Rewards are calculated based on the following formula:

Staking Reward formula	Staking Reward = Staked Tokens ÷ Minimum Tokens
Formula Example:	Staking Reward = 100,000 ÷ 50,000
Jad Staked 100,000 Token	Staking Reward = 2 NFTs

• The Periodical Return is calculated based on the following two steps formula:

Periodical Return
Periodical Return = ((NFT#No. ÷ NFT#CP) * (Value * ROA) ÷ DP)) ÷ TKR
For the purposes of the above Periodical Return formula: “NFT#No.” means the number of NFTs held by you on the Distribution Date. “NFT#CP” means 4110. “DP” means the Distribution Period being, 12. “ROA” means a ratio between (5% – 6%), which shall be determined in good faith by iOWN based on several economic, performance and risk factors. “TKR” means the Exchange Rate.
Two steps formula Example – Below are Figures for illustration purposes only
Jani has 10 NFTs	ROA = 6% every month	TKR = 0.04 every month
Periodical Return = ((NFT#No. ÷ NFT#CP) * (Value * ROA) ÷ DR)) ÷ TKR
Periodical Return = ((10 ÷ 4110) * (2,000,000 * 6%) ÷ 12)) ÷ 0.04
Periodical Return = 608.27 Tokens/monthly
Parodical Return for one year = 7,299.27 Tokens

• Rewards annual return ratio, you may be entitled to gain, subject to meeting the Rewards’ conditions provided in this Agreement, the following ratio of gains resulted from the Staking Program at no additional costs or expenses:

FREE Ratio Gain = (NFT Value + Annual Return) ÷ Staked Tokens
Where	NFT Value = ((Value ÷ TKR) ÷ 4110) * Staking Reward
	Annual Return = Periodical Return * DP
	NFT Value & Annual Return produce Tokens Currency
EXAMPLE: Built on Minimum Tokens & the figures for example purpose provided un article (6.2)	NFT Value = ((2,000,000 ÷ .04) ÷ 4110) * 1 NFT Value = 11,415.53 TOKENS {i.e. each (1) NFT = 12,165.45}
	Annual Return = 60.83 * 12 Annual Return = 729.93 Tokens
	FREE Ratio Gain = (11,415.53 + 684.96) ÷ 50,000 FREE Ratio Gain = 24.2%

• In the event you transfer the ownership of (i) all the NFTs you hold, you will not be eligible to receive any Periodical Return that is not distributed prior to the transfer date, or (ii) part of the NFTs you hold, your Periodical Return will be reduced based on the number of NFTs held by you after the transfer date; providing that the aforesaid ineligibility of Periodical Return or reduced Periodical Return will apply automatically at the time of transfer, simultaneously, even if it has occurred during the Returns Distribution Period but before distributing such Periodical Return for whatever reason.

 

7.   CONDUCTING DUE DILIGENCE

• iOWN is inviting you to conduct a thorough and comprehensive investigation and due diligence in collaboration with specialized professionals, as you may find necessary or desirable, to evaluate the potential Rewards that might be gained by you as a result of your participation in the Staking Program as per the provisions of this Agreement including its associated risks, penalties enforced for prematurity un-Staking occasions and other matters in relation to the blockchain and tokens industries, which is advised to be weighted in light of the NFTs potential value you may conclude as per the information provided in this article (3) regarding the NFTs business industry and opportunity, providing also that you are invited yourself and by engaging professional advisors as you deem fit to evaluate and verify such information and potential, providing that such information, data and potential shall not be deemed accurate, sufficient and/or complete. iOWN declares that due to the nature of the virtual assets industry, such as Staking Program, Staked Tokens and NFTs, it is expected that risks other than those included in this Agreement may be discovered in the future.
• iOWN provides the Platform and the Staking Program and all its functionalities and materials contained therein “AS IS”, “AS AVAILABLE”, which may contain faults; accordingly, the entire risk as to the satisfactory quality, performance, accuracy, and effort is with you, Accordingly, iOWN and each of the persons engaged in any part of the Platform and the Staking Program, to the maximum extent permitted by this Agreement as well as applicable laws, make no representations, warranties, commitments or conditions, express or implied, including without any limitations, whatsoever: warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, accuracy, title, quiet enjoyment, no encumbrances, no liens and non-infringement; warranties or conditions arising through the course of dealing or usage of trade; and warranties or conditions of uninterrupted or error-free access or use.
• No advice or information, whether oral or written, express or implied, you have acknowledged, obtained or realized through this Agreement, the Platform and/or the Staking Program including but not limited to any information, data, materials included, contained or shown therein establish any warranty from iOWN or regarding the NFTs, Rewards, Staking or any part thereof, unless such warrant is explicitly and expressly stipulated in this Agreement without exceptions or relevant declaration.
• You are solely liable for any and all costs, expenses, damages, losses, damages, penalties, fines or risks that may occur, directly or indirectly, as a result of your (i) access and/or use of the Platform and/or the Staking Program and/or Staked Tokens and/or NFTs and/or Rewards or any part thereof including any materials contained or included or provided therein and/or (ii) through any communication and/or transaction with any other person whether made available in the Platform or for the Staking Program or any of its features or functionalities.

 

8.   YOUR REPRESENTATIONS AND WARRANTIES

• You understand and agree that your use of the Staking Program and use, access, download, or otherwise obtainment of materials through the Platform are at your own discretion and risk and that you are solely responsible for any damage, loss or risk to your property (including your computer system or mobile device used in connection with the services), or the loss of data that results from the use of the services or the download or use of those materials. Some jurisdictions may prohibit a disclaimer or warranties and you may have other rights that vary from jurisdiction to jurisdiction.
• You acknowledge and agree that your participation in the Staking Program and your Staked Tokens and each of the Rewards as well as any Staking, un-Staking, transfer and any functionality of the Staking Program, are strictly limited for private use and for your account and own interest. You also agree not to use the Staking Program for any commercial, investments, financial, speculative, or business purposes.
• You further acknowledge and agree that iOWN will not be liable to you and/or any other person for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, including without any limitation whatsoever, loss of profits, sales, business, or revenue, business interruption, loss of anticipated savings, loss of business opportunity, goodwill or reputation or any indirect or consequential loss or damage, arising under or in connection with the use of, or inability to use or utilize any of the Staking Program features and/or functionalities.
• you represent and warrant that your participation in the Staking Program, including Staking, un-Staking and gain of any Rewards, conforms with applicable laws and regulations in your jurisdiction, including, but not limited to (i) legal capacity and any other applicable legal requirements in your jurisdiction for purchasing Tokens, using Tokens, and entering into contracts with iOWN; (ii) any foreign exchange or regulatory or import/export restrictions applicable to such Staking, and (iii) any governmental or other consents that may need to be obtained.
• you acknowledge and agree that iOWN has, at its sole discretion, the right to suspend the Staking Program or any part thereof as iOWN deems desirable.
• You acknowledge that the legal and regulatory framework applying to blockchain and distributed ledger technology in general as well as to related applications is not yet completely determined and remains subject to change. Therefore, You acknowledge that the interpretation and application of existing laws and regulations may be deemed, construed, amended or adapted in a manner resulting in deeming and/or resolving that this Agreement, the Staking Program and/or the Wallet as well as any of its related transactions is illegal and/or require licensing and/or regulatory compliance by iOWN, which may lead to different consequences and may also affect the availability of the Tokens and/or NFTs; in such event, you agree that you are solely responsible for any such consequences including damages and losses that you may sustain.
• you represent and warrant that you are not (i) a citizen or resident of a geographic area in which Staking, holding or use of Tokens and/or NFTs is prohibited by applicable law, decree, regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to iOWN’s prohibited areas such as the USA, Iran, Yemen, Syria, North Korea and/or China or other applicable sanctions or embargoes, to that extent, you agree that you will not meaningfully sell or otherwise transfer Tokens and/or NFTs to a party subject to any of the aforesaid jurisdictions.
• you represent and warrant that you will immediately notify iOWN if your country of residence or other circumstances change in a manner that will lead to change any of the above representations and warranties or will make it no longer accurate, upon any such change, you agree to immediately cease using the Tokens and NFTs as well as ceasing your participation in the Staking Program.
• you represent and warrant that you will not use the Tokens, any Reward, the Platform, the Wallet and/or the Staking Program with any activity that violates any laws.
• You represent and warrant to be solely liable for any tax matters and compliance measures applicable on you due to participating in the Staking Program or any part thereof including Rewards and Staked Tokens; therefore, you must obtain your own tax advice and evaluate tax consequences in collaboration with reputable tax counsels and firms.
• You represent and warrant that, prior to entering into this Agreement, you have fully verified and realized all matters, issues and risks related to the virtual assets, including the Staking Program, such as legal, regulatory, financial, technical and security.

 

9.   iOWN PERFORMANCE

• Nothing in this Agreement or by the Platform functions and features (such as the Staking Program and the Platform’s blockchain network protocols procedures and rules by which it operates) entitles nor extends to iOWN the capacity to:
• hold the title of, own, and/or have custodian entitlements on all or any of your Staked Tokens, Periodical Return, Staking Reward or any such virtual assets;
• maintain, realize, distinguish or identify any of your security and private key or other credentials to access the Staking Program under your unique identifications or on your behalf and/or perform any Staking, un-Staking, transfer, disposing of and more generally any transaction affecting your Tokens and/or Staked Tokens and/or NFTs; and
• become the owner and/or custodian of any of your movable or immovable assets, whether tangible or intangible, including your Tokens, Staked Tokens, rewarded NFTs or any of your virtual assets and more generally any of your funds and assets.
• It is understood that any Reward or any consequences resulting from an Event of Withdrawal, such as penalties and decoctions imposed on your Staked Tokens, are generated automatically by virtue of predefined smart contracts that resolve such matters as per the provisions of this Agreement, which are understood that it such automatic transaction and determination must not be interpreted as power or operation determined or resolved by iOWN.  
• iOWN will not be responsible or liable for any damages, losses, costs, penalties, fines or expenses arising out of or relating to:
  • your failure to implement reasonable measures to secure your Wallet or the relevant access credentials;
  • the loss of, tampering with, circumventing or unauthorized use of any of the access credentials to your Wallet;
  • any security breach affecting the security of your Wallet, or
  • the loss of Tokens from your Wallet.
• None of the terms of this Agreement, express or implied, shall be interpreted, understood or lead to consider iOWN (a) acting as a custodian, broker, lender, financial advisor, investment advisor or agent whether acting for you (or on your behalf) or for any other person (or on any person behalf).
• To the fullest extent permitted by applicable law, Tokens and NFTs are sold or granted to Participants on an “as is” and “as available” basis without warranties of any kind, and iOWN expressly disclaims all implied warranties as to the Tokens, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
• iOWN does not represent nor warrant that the Staking Program, Tokens and/or any Rewards are reliable, current or error-free, meet your requirements, free of viruses or other harmful components or that any of its defects will be corrected.
• iOWN exerts its efforts and utilizes its resources to provide a secure and functioning smart contract solution; nevertheless, despite such perusal by iOWN, you acknowledge that there will be risks associated with the utilization of the Staking Program’s technology tools, solutions and smart contracts, including operational and technical such as security gaps, faults or dysfunctionalities, which may adversely affect the use of the Tokens and NFTs, such as being unable to Stake or Un-Stake or affect the correctness or availability of any Reward release, gain or distribution and other matters that may lead to a temporary or permanent loss of the ability to dispose of the Token and entire loss of the assets and values associated with the Token. You are therefore participating at your own risk in the Staking Program and consent to this potential risk.

 

10.  Liability

• iOWN shall not be responsible nor liable for loss of your password, username or any information related to you, which may be caused by an error and/or default and/or breakdown and/or malfunction and/or failure and/or loss of power or otherwise caused by or to your computer system.
• iOWN shall not be responsible nor liable for any loss or damage caused by a virus, distributed denial of service attack or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Wallet or to your downloading of any content on it, or any website linked to it.
• iOWN shall not be responsible nor liable for any defaults and/or breakdown and/or malfunctions and/or failures due to internet or software errors, issues or unavailability, or any other circumstances beyond iOWN’s reasonable control.
• iOWN shall not be responsible nor liable for any consequences or issues that may occur as a result of any systems that iOWN may place, from time to time and as iOWN deems appropriate or desirable, to prevent any automated programs, systems or tools that may be utilized (or attempt to utilize) for obtaining unauthorised access to iOWN’s system, Wallet, Platform and Staking Program or any part thereof. iOWN shall not be liable to you for any consequences arising out of or in connection with any such use or attempted use of automated programs to obtain unauthorised access to iOWN’s system, Wallet, Platform and Staking Program.
• You agree not to use iOWN’s system, Wallet, Platform and Staking Program for any commercial or business purposes. You further acknowledge and agree that iOWN will not be liable to you and/or any other person for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, including without any limitation whatsoever, loss of profits, sales, business, or revenue, business interruption., loss of anticipated savings, loss of business opportunity, goodwill or reputation or any indirect or consequential loss or damage, arising under or in connection with the use of, or inability to use iOWN’s system, Wallet, Platform and Staking Program, or use of or reliance on any content displayed by iOWN.
• You, to the fullest extent permitted by applicable law, will indemnify, defend and hold harmless iOWN and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns from and against all claims, demands, actions, damages, losses, liabilities, costs and expenses (including attorneys’ fees) (collectively, “Claims“) that arise from or relate to (i) your participation in the Staking Program and its functionalities such as Staking, un-Staking, Staked Tokens, Tokens, NFTs and any Rewards as well as penalties; (ii) your responsibilities, obligations, representations, warranties, declaring and/or provided by virtue of this Agreement; (iii) any breach, inconsistency and/or violation by you of any provisions provided in this Agreement; or (iv) any infringement or violation by you of any rights of, or laws or regulations applicable to, any other person or entity.
• You agree to promptly notify the iOWN of any third-party Claims, cooperate with iOWN in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). iOWN reserves the right to exercise control over the defense or settlement, at your expense, of any Claim subject to indemnification provided in this Agreement, at iOWN’s sole option. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any agreement entered between you iOWN such as T&C.
• Without prejudice to your responsibilities provided in this Agreement, iOWN’s overall liability for damages and losses, for whatsoever reason, is limited to and does not exceed the amount of gained Rewards.

 

11.  DISPUTE RESOLUTION

• In the event, you have a demand, claim, argument, discrepancy or any other dispute of any nature whether founded in contract, tort, statute, fraud, misrepresentation, or any other legal theory and whether arising out of or in connection with iOWN itself (or any part thereof) and/or any of iOWN’s services or any part thereof) and/or this Agreement, T&C and its relevant privacy policy including any question regarding its existence, validity or termination (the “Dispute”), you shall seek to resolve any Dispute amicably with us by mutual consent. Therefore, you shall deliver a notice to iOWN that a Dispute has arisen specifying particulars of the Dispute; after receiving your Dispute notice by iOWN, iOWN shall as soon as reasonably practicably, commence in good faith, strictly confidential discussions, with you in an attempt to amicably resolve your Dispute, during which iOWN may request further information and documents, as applicable, to complete its understanding of the Dispute and all surrounding circumstances. You shall collaborate with iOWN in communicating iOWN’s requests that will be requested by the latter in good well aiming to resolve your Dispute, if possible. You acknowledge and agree that all the aforesaid communications must not be disclosed to any other person including competent bodies providing that all these communications are deemed letters marked “without prejudice”, which means that it cannot later be admitted in evidence before a tribunal (or any other legal body) without the consent of both parties concerned (i.e., the mutual consent of your good-self and iOWN’s) should settlement negotiations subsequently breakdown and the Dispute comes before the court or tribunal (the “Initial Settlement Breakdown”).
• In the event, you believe following the Initial Settlement Breakdown that your Dispute is legit and hence you wish to further pursue your Dispute, you agree that sending a new notification of such intentions to iOWN is a condition precedent required prior to pursuing and filing your Dispute before a tribunal (or any other legal body); the said notification to iOWN of such perusal intention shall be sent to iOWN, providing that the latter notification shall include full details of your Dispute, including demanded amount, compensation, legal action, legal basis and contractual basis by identifying the relevant contractual clauses that relate to your Dispute (the “Legal Action Notification”). Within ten (10) calendar days as of the Legal Action Notification duly sent to iOWN representative who conducted the good-faith negotiations with you before the Initial Settlement Breakdown, if iOWN does not accommodate your request according to the requirements provided in the Legal Action Notification nor agree with you on a settlement amount nor does not respond to it within the aforesaid period, you shall be entitled to exercise your right in pursuing arbitration procedures provided hereunder. In the event, that iOWN responds to your Legal Action Notification such respond(s) must be kept in strict confidence by applying “without prejudice” marked letters as described above.
• Strictly after completing the procedures, stages and satisfying the conditions precedent completely, which are introduced for the purposes of conducting good-faith negotiations to reasonably settle the alleged Dispute amicably by avoiding additional costs, and prior to the elapse of one calendar year as of the date by which the alleged Dispute has occurred or the date by which you know or should reasonably know the occurrence of the act, omission or default giving rise to your alleged dispute, you and iOWN hereby agree that any and all disputes (whether based on contract, tort, statute, fraud, misrepresentation, or any other legal theory) shall be referred to and finally and exclusively resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause, providing that the seat of the arbitration shall be Singapore, the tribunal shall consist of one arbitrator and the language of the arbitration shall be English.
• This Agreement, including the arbitration agreement as provided in this article, is governed by the laws of Singapore. The arbitrator shall decide in accordance with the terms of the Agreement and shall state in writing in the decision and award the reasons upon which it is based. The arbitration award shall be final and binding on the parties from the date it is made, and undertake to carry out the award immediately and without delay. The parties also irrevocably waive their rights to any form of appeal, review or recourse to any state court or other judicial authority with respect to such award insofar as such waiver may be validly made. Without prejudice to the aforesaid waiver, the parties agree that any court judgment on any arbitral award may be given in any court having jurisdiction over the party against whom such an award is rendered.
• You and iOWN agree that the arbitration, including its existence, filing, procedures, orders, submissions, decision and award, shall be kept strictly confidential, which shall not be disclosed to any person except for the SIAC, the arbitration tribunal, your legal counsel(s) duly representing you in the arbitration procedures, and your witnesses that will be engaged in the arbitration procedures but limited on a need-to-know basis as may be required to enable each witness engagement in the arbitration procedures. Notwithstanding the foregoing, you and iOWN may disclose the afore-described confidential information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of this Agreement and of any arbitration brought pursuant to this Agreement.
• Neither party (you as well as iOWN) shall bring a challenge arising from the operation of this clause against any such arbitral award, providing that any such arbitration award is final and binding and there is no judge or jury in arbitration, and court review of an arbitration award is limited.
• The arbitration provisions set forth in this clause survive termination of this Agreement.

 

12.  GENERAL PROVISIONS

• This Agreement including any other agreement, policy or contractual instrument related to this Agreement comprises the entire understanding and agreement between you and us as to the subject matter hereof.
• This Agreement supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and us.
• Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.
• You may not assign any rights and/or licenses granted under this Agreement.
• iOWN shall have the right to assign all or any of our rights without restriction, including without limitation to any subsidiary, affiliate or to any successor in the interest of any business associated with the Site.
• This Agreement may be amended from time to time, as iOWN deems necessary or desirable at its sole discretion, such changes will be uploaded on the Website and/or the Wallet. Every time you wish to use the Website and/or the Wallet, please check this Agreement to ensure you understand the terms that apply at that time.
• Any changes to this Agreement will be valid and effective on the date of its upload or published on the Website and/or the Wallet without any notification.
• If any provision of this Agreement is determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
• In the event of an assignment by us as described above or if iOWN is acquired by or merged with a third-party entity(ies), iOWN reserves the right, in any of these circumstances, to transfer or assign the information that has collected from you as part of such assignment. merger, acquisition, sale, or other change of control.
• All provisions of this Agreement, which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, account cancellation, use of the Wallet and/or Staking Program, dispute resolution, confidentiality commitments, liabilities, indemnifications and general provisions, shall survive the termination or expiration of this Agreement.