# Terms & Conditions Last Updated: October 10, 2025 Version: 1.0 1. ## Introduction ### a. Application These Terms govern your access to and use of the Website, Communication Channels, and uMerge Materials. Please read these Terms carefully as they affect your obligations and legal rights. ### b. Acceptance By accessing or otherwise interacting with the Website, or by accepting these Terms, including by clicking a checkbox referencing these Terms, you confirm that you have read, understood, and agree to these legally binding Terms in full without modifications or reservations. If you do not agree, you must immediately stop accessing the Website, Communication Channels, and uMerge Materials. If you are acting on behalf of an entity, you confirm that you are authorised to accept and agree to these Terms on both its behalf and your own. ### c. Disclaimers Note that Section 11 [Applicable Law and Dispute Resolution](https://docs.google.com/document/d/1E90uYy6FQwUbCeZTThd_2XGhkR-5YsH9h2AC0CzS5Og/edit#heading=h.4eesb8upu3is) contains provisions governing the choice of law, arbitration terms, and class action waiver. Please read and review Sections 7, 9, 10 [Important Disclaimers](https://docs.google.com/document/d/1E90uYy6FQwUbCeZTThd_2XGhkR-5YsH9h2AC0CzS5Og/edit#heading=h.5ehs6rev0bqi), [Limitation of Liability](https://docs.google.com/document/d/1E90uYy6FQwUbCeZTThd_2XGhkR-5YsH9h2AC0CzS5Og/edit?tab=t.0#heading=h.ue1372v1fes8), and [Indemnification](https://docs.google.com/document/d/1E90uYy6FQwUbCeZTThd_2XGhkR-5YsH9h2AC0CzS5Og/edit#heading=h.qv31jbrlj91w) carefully before accepting these Terms as they provide for the limitation of liability, your obligations to indemnify us and uMerge Parties, and contain disclaimer of warranties concerning the Website. ### d. Personal Data Your personal data is processed in accordance with the uMerge DAO Privacy Notice. ### e. Modification These Terms may be modified, supplemented, or updated from time to time without your consent or prior notice. In this case, the “Last Updated” date and version number at the top of these Terms will be updated accordingly. The updated Terms will automatically replace and supersede the previous version upon publication, taking immediate effect, unless we decide otherwise. By continuing to use the Website, you confirm your acceptance of the updated Terms. It is your responsibility to review these Terms regularly to stay informed of any changes. If you do not agree to the amended Terms, you must immediately stop accessing the Website. ### f. Interpretation Capitalised terms used herein and rules of interpretation are defined in Section 13 [Interpretation](https://docs.google.com/document/d/1E90uYy6FQwUbCeZTThd_2XGhkR-5YsH9h2AC0CzS5Og/edit#heading=h.3ro15e43q35k). 2. ## Eligibility; Updates and Availability ### a. Eligibility Criteria To be eligible to access and use the Website, you must: (i) be capable of entering into a legally binding agreement; (ii) not be a Prohibited Person or acting on its behalf; (iii) be at least 18 years old or of legal age (age of majority) in your jurisdiction; (iv) if representing an entity, have proper authorisation and confirm the entity is properly existing; and (v) fully comply with these Terms. If you do not meet these criteria, you must not access the Website until you do. ### b. Updates and Availability The Website, including its technical infrastructure, software, security protocols and technical configurations, may be updated or modified at any time without prior notice. The Website or its components may also become inaccessible or inoperable due to maintenance, updates, disruptions, cyberattacks, technical issues, Force Majeure Circumstances, unavailability of Third-Party Services, and so forth. Access may also be limited, suspended, or restricted with immediate effect and without notification and liability, regardless of reason, including if you violate these Terms or applicable laws, create legal exposure for us or Affiliates, or are identified as a Prohibited Person or act on their behalf. The Website may integrate software, solutions, or tools to identify Prohibited Persons or users violating these Terms or laws. You must comply with all limitations outlined in these Terms and not attempt to circumvent or bypass them. 3. ## Intellectual Property ### a. General You do not gain any rights in or to the Intellectual Property, which remains fully owned by its respective rights holders, who may restrict its use at any time. You must not obscure, remove, or alter any marks or notices on the Website. All rights not explicitly granted under the Licence or applicable FOSS Licences remain reserved by the respective rights holders. ### b. Licence and FOSS Licences Subject to your compliance with these Terms, you are hereby granted the Licence. The Licence will remain effective until it is revoked or these Terms terminate or expire. Website items or components distributed under a FOSS Licence are not covered by the Licence and are provided to you under the terms of the applicable FOSS Licences. Your access to and use of the Website must comply with the terms of the Licence and any applicable FOSS Licences. 4. ## Your Representations and Warranties By accepting these Terms, you make the following representations and warranties, which must remain true, complete, accurate, and non-misleading at the time of acceptance and throughout your use of the Website: ### a. Acknowledgement of Terms You have read and understood these Terms, have the authority to accept them, enter into a binding legal agreement with us, and meet the obligations these Terms outline. ### b. No Conflict Acceptance of these Terms will not breach or conflict with any court orders, judgments, or existing agreements or arrangements you are bound by. ### c. Entity Representation If you are acting on behalf of an entity, you confirm that the entity is properly incorporated, registered, and in good standing in its jurisdiction. The entity is responsible for any breach of these Terms by you or its employees, unless you are personally liable under the law. Additionally, accepting these Terms must not breach or conflict with the entity’s organisational documents. ### d. Prohibited Person Status You are not a Prohibited Person, nor act on behalf or for the benefit of a Prohibited Person. ### e. Compliance Your acceptance of these Terms and use of the Website is in full compliance with all applicable laws. You will meet all tax obligations related to your use of the Website, as well as any transactions made by you in relation to the Website, as well as any acquisition, sale, transfer or other disposal of the Virtual Assets. ### f. Project Profitability You understand and acknowledge that the Projects may not be profitable, and there is no guarantee of any returns, benefits, or an increase in their value over time. ### g. Expectations You acknowledge that your engagement with uMerge DAO, engagement with the Communication Channels, or use of the Website and uMerge Materials may not meet your expectations, be fit for a particular purpose, or result in benefits or profitability for you. Your decision to use or participate is entirely your own. Any expectations of financial gain or other benefits are your sole responsibility, and we disclaim any liability for any loss or damage arising from such expectations. ### h. Independent Decision-Making You will carefully evaluate, check, and verify any content made available to you through the Website, Communication Channels, or provided otherwise on our behalf, including uMerge Materials, before using or relying on it in any way. You will not base any decisions solely on such information. 5. ## Projects and Project Materials ### a. Projects: No Endorsements or Guarantees We make no express or implied warranties regarding the Projects or the Project Materials. The presentation of any Project on the Website or for a uMerge DAO governance vote does not constitute an endorsement, recommendation, or solicitation to use, contribute to or interact with any Project. We provide no guarantees or representations regarding the Projects, including their profitability or that they will be further developed, operated or maintained. Each Project may be pivoted at any time. It is your responsibility to conduct your own thorough due diligence before voting, using, contributing to, or engaging with any Project. ### b. Project Materials Unless otherwise disclosed by us, we do not prepare the Project Materials, and we are not responsible for them. Our understanding of each Project is based on the Project Materials provided, which are made available on an “as is” and “as available” basis. While we strive to take reasonable steps to conduct due diligence on each Project, there is no guarantee that the Project Materials are complete, accurate, timely, non-misleading, or up-to-date. To make informed decisions about any Project, you must conduct your own thorough research. 6. ## Prohibited Activities You must not conduct or participate in any of the following activities, whether directly or indirectly, when using the Website: ### a. No Unauthorised Data Extraction Do not use any data mining tools, robots, spiders, crawlers, scrapers, or similar automated methods designed to gather, extract, or harvest data from the Website or any of its parts. ### b. No Disruption and Interference Do not disrupt, interfere with, or inhibit others from using the Website. Additionally, you are prohibited from engaging in activities that could disable, impair, or harm the Website and its underlying infrastructure or software. ### c. No Restrictions Circumvention Do not circumvent or attempt to bypass any access or functionality restrictions or limitations related to the Website. ### d. No Illegal Use and Harm to Others Do not use the Website, or the Communication Channels for illegal purposes, including but not limited to fraud, terrorism financing, money laundering, or those that are harmful or detrimental to the uMerge Parties or others. ### e. No Fraudulent Activities Do not engage in fraudulent activities, such as providing false, inaccurate, or misleading information to unlawfully acquire funds or property from others. ### f. No Harmful or Malicious Activities Do not use malware, harmful code, or software, engage in hacker attacks, or exploit any technical glitches, malfunctions, failures, delays, defaults, or security breaches in relation to the Website and its underlying infrastructure or software. ### g. No Third-Party Rights Violation Do not violate any rights of any third person, including intellectual property rights. ### h. No Copyright Infringement Do not (i) modify, adapt, or integrate any part of the Website into another program or application; (ii) disassemble, decompile, reverse-engineer, or attempt to access the source code, object code, or underlying algorithms of the Website or its components; (iii) copy, replicate, download, store, distribute, transfer, broadcast, publish, alter, sell, lease, sublicense, or create derivative works from any part of the Intellectual Property; and (iv) remove or modify any copyright statements, labels, or licensing information. ### i. No Impersonation Do not impersonate any person, project, or entity, or misrepresent your affiliation with them in any way. This includes attempting to disguise your identity or the origin of any messages or transmissions sent to us or others. ### j. Good Faith and Lawful Conduct Do not act unfairly and contrary to the principle of good faith, nor carry out any other activities that violate any applicable regulations, rules, orders, etc. 7. ## Important Disclaimers ### a. No Warranties and Representations The Website, Tokens, and all their components, including underlying infrastructure and software, and uMerge Materials are provided on an “as is” and “as available” basis, and their use is entirely at your own risk. There are no warranties of any kind, express or implied, including but not limited to warranties of title, non-infringement, integration, merchantability, fitness for a particular purpose, or those arising from any course of performance or usage of trade with respect to the Website, including its components, integrations, underlying infrastructure and software, Tokens, and uMerge Materials all of which are expressly disclaimed and denied. Specifically, there is no assurance that the Website, including its components, integrations, underlying infrastructure and software, and Tokens will function as expected, have any specific functionality, be secure or accessible at any time or location, operate continuously, or be free of defects or errors, nor that any issues will be resolved. ### b. No Advice No part of these Terms, the Website, and the uMerge Materials, is intended to be, or should be considered, or construed as a business, legal, financial, virtual asset, investment, trading, or any other sort of advice, or advice of an advisor or broker regarding any matters to which all or any part of such information relates. Before making any decision, you should consult your own legal, financial, tax, or other professional advisors regarding any such information. ### c. No Offer or Solicitation No part of these Terms, Communication Channels, uMerge Materials, or the Website constitutes (i) a prospectus, (ii) offer document, or (iii) an offer, recommendation, or solicitation to buy, sell, or hold investment instruments, securities, stocks, or Virtual Assets, in any jurisdiction. ### d. No Regulated Services Nothing in these Terms, Communication Channels, uMerge Materials, or within the Website shall be interpreted or considered as the provision of financial, virtual asset, legal, investment, tax, brokerage, financial advisory, fund management, or any related intermediation services. You are solely responsible for ensuring that your use of the Website and any transactions with the Virtual Assets comply with the applicable laws, regulatory and other requirements. ### e. No Benefits Using the Website does not presume any benefits, financial returns, gains, or positive outcomes. Any expectations of financial gain or other benefits are entirely your responsibility, and we are not liable for any losses or damages resulting from such expectations. ### f. No Fiduciary Relationship To the fullest extent permitted by applicable law, we owe no fiduciary duties to you under these Terms. However, we must act in accordance with these Terms and the implied contractual covenant of good faith and fair dealing, as required by law. ### g. No Partnership or Agency These Terms do not create any agency relations, partnership, joint venture, or co-operative entity. We and you have no authority to bind each other or make public statements on each other’s behalf. ### h. Third-Party Services When using the Website, you may encounter and interact with the Third-Party Services. We do not provide any warranties, express or implied, regarding them and do not endorse, recommend, or solicit their use or any interaction with them. Your use of Third-Party Services, as well as any interactions with third parties linked to or from the Website, are entirely at your own risk. ### i. No Personalised Approach All decisions and actions regarding the Projects and other uMerge DAO activities, including the treasury management, are generally made through governance votes. These decisions are not based on the specific goals or risk tolerance of individual uMerge DAO members, are not influenced by individual requests, and do not constitute personalised recommendations tailored to any member's financial condition or objectives. ### j. Taxation You are solely responsible for all current and future taxes applicable to you that may arise from or relate to the transactions made by you. This includes all taxes imposed, levied, collected, withheld, or assessed by any state, government, or governmental authority. It is your obligation to manage your tax responsibilities, as failure to do so may result in penalties, fines, or other legal consequences. ### k. Tokens Tokens are non-redeemable, non-repurchasable, and do not entitle you to returns, passive income, interest, or similar benefits. They do not grant ownership, shares, securities, revenue rights, intellectual property, or any other form of participation in us, Affiliates, or the Projects. Tokens are not loans, currencies, securities, investments, or regulated financial instruments. Their design, functionality, and intended use may change at any time without notice or liability. Tokens may also be subject to restrictions on transferability, use, or disposal, along with other limitations. We make no promises about future performance or value with respect to the Tokens, their price, supply amount, etc. Purchasing, storing, using, or disposing of Tokens is entirely at your own risk. 8. ## Risk Disclosure Statement By using the Website, assessing or interacting with any Projects, you acknowledge and accept the risks set out in the [Risk Disclosure Statement](https://docs.google.com/document/d/1E90uYy6FQwUbCeZTThd_2XGhkR-5YsH9h2AC0CzS5Og/edit?tab=t.0#heading=h.me1sxdezb62i), which are not exhaustive nor presented in any specific order of priority. You understand that any of these risks may result in damages or the complete loss of your assets, and you are solely responsible for that. You must not use the Website, interact with the Projects or carry out any transactions if you cannot accept these risks. 9. ## Limitation of Liability ### a. Damages Except as excluded herein and subject to the liability cap outlined below, we are liable only for damages that directly arise from breach of our obligations under these Terms or applicable law. Additionally, to the fullest extent permitted by the applicable law, the uMerge Parties shall not be liable for any consequential, incidental, indirect, or punitive damages, including loss of profits, business opportunities, data, goodwill, diminution of value, or business interruptions, regardless of their legal basis. ### b. No Personal Liability To the fullest extent permitted by law, in no event shall our or Affiliates’ officers, directors, employees, consultants, and shareholders be held personally liable in connection with these Terms and any transaction contemplated hereunder, provided that the foregoing shall not limit our liability as an entity. ### c. Liability Cap To the fullest extent permitted by law, our total liability arising from these Terms, whether in contract, tort, breach of duty, or otherwise, including attorney’s fees, will not exceed one hundred (100) U.S. dollars. ### d. No Liability To the fullest extent permitted by law, the uMerge Parties shall not be liable for any losses or damages, regardless of their legal basis (breach of warranty, contract, negligence, strict liability, or tort), even if advised of the possibility of such losses, arising from or caused by: (i) any acts, activities or omissions of the Third-Party Services, users of the Third-Party Services, Website users, or any other third parties that are outside of our direct control; (ii) your breach of these Terms or the applicable law; and (iii) the Force Majeure Circumstances. ### e. Exclusions Nothing in these Terms limits liability for gross negligence, fraud, fraudulent misrepresentation, death or personal injury resulting from negligence, or any other liability that cannot be legally limited. 10. ## Indemnification To the fullest extent allowed by law, you agree to indemnify, defend, and hold harmless the uMerge Parties from any claims, demands, actions, damages, losses, costs, and expenses (including reasonable legal fees) arising from: (i) your violation of these Terms or applicable laws, including providing false representations or warranties; (ii) your use of the Website; (iii) your acquisition, use, or disposal of Tokens; and (iv) your tax obligations related to the transactions made through or in relation to the Tokens. We reserve the right to control the defence of any indemnified claim, at your cost. This indemnity is in addition to any other legal remedies available to us. 11. ## Applicable Law and Dispute Resolution ### a. Applicable Law These Terms, as well as any relationship relating to the Website, are governed by the laws of the British Virgin Islands, excluding any conflict of law rules. ### b. Negotiations You must first contact us to try to resolve any dispute related to these Terms or the Website informally by sending a notice via email at . If no agreement is reached within thirty days, the dispute may be submitted to court as outlined below. ### c. Arbitration If, and only if, a dispute cannot be resolved through the negotiations outlined in the preceding clause, then such dispute shall be referred to and finally resolved by the binding arbitration under the London Court of International Arbitration (LCIA) Rules, which are deemed to be incorporated by reference herein. Any arbitration will occur in Road Town, Tortola, the British Virgin Islands. The number of arbitrators shall be one (1). The language to be used in the arbitral proceedings shall be English. Any and all notices, requests, demands, and other communications which are required or may be given in connection with the arbitration shall be sent in electronic form, either via email or other electronic means including via any electronic filing system operated by the LCIA. Any and all notices, requests, demands, and other communications sent by electronic means shall be treated as having been received by a recipient on the day it is transmitted (such time to be determined by reference to the recipient’s time zone). ### d. Dispute Resolution If, and only if, for any reason arbitration under the LCIA Rules, as outlined in the preceding clause, cannot be applied or enforced, then you and we agree to submit such a dispute to the exclusive jurisdiction of the British Virgin Islands courts in respect of any claim or matter arising from these Terms and to comply with all requirements necessary to give such court jurisdiction. ### e. Confidentiality To the fullest extent permitted under applicable law, each party involved must maintain the confidentiality of any arbitration, litigation and negotiation proceedings, judgments and awards, including, but not limited to, all information gathered, prepared, and presented for purposes of the litigation or related to the disputes. ### f. No Class Actions To the extent permissible by applicable law, any dispute arising out of or related to these Terms is personal to you and us and will be resolved solely through individual litigation, not as part of a class, collective, representative, or private attorney general action or proceeding. You further agree to waive any right for such disputes to be brought or heard as a class, collective, representative, or private attorney general action or proceeding, to the extent permissible by applicable law. Combining or consolidating individual claims or litigations into a single litigation is not permitted without our prior consent. ### g. Statutes of Limitation To the extent permitted by law, any claim related to these Terms and the Website must be filed within one year of the event giving rise to the claim. Claims not filed within this period will be permanently barred, meaning neither you nor we can pursue such claims. 12. ## Miscellaneous ### a. Languages The Website, Communication Channels, and uMerge Materials may be available in multiple languages for user convenience. Translations into other languages may be generated manually or using automated translation tools. We do not warrant the accuracy, completeness, or contextual reliability of any translated content. In the event of any inconsistency or discrepancy between different language versions of the Website, Communication Channels, or uMerge Materials, the English version shall prevail. We assume no liability for any misunderstandings, misinterpretations, or decisions made based on translated content. Additionally, where translations from non-English sources are provided, such translations may have been produced using automated tools, and we assume no liability for errors, omissions, or misinterpretations arising therefrom. Only the English version of these Terms, the Website, uMerge Materials, Communication Channels, and Communications is considered official. The English version shall prevail in case of differences in translation of these Terms, the Website, uMerge Materials, Communication Channels, or Communications. ### b. Entire Agreement These Terms and any incorporated documents constitute the entire agreement between you and us, superseding all prior and contemporaneous understandings, writings, or promises related to the subject matter of these Terms. You acknowledge and confirm that you will not rely on and have no remedies in respect of any warranty, statement, promise, assurance, or statement (whether made innocently or negligently) that is not set out in these Terms. ### c. Communications We will send you Communications concerning these Terms and the Website electronically, including through social media channels of our choosing. All such Communications will be deemed valid, in writing, and legally binding, and will be considered delivered to you on the day after they are published or transmitted. You can send us Communications to our contact email address . ### d. Third-Party Beneficiaries These Terms will benefit the uMerge Parties, and any of them may rely on and enforce the provisions of these Terms as if they were a party to these Terms. Except in relation to the uMerge Parties, no person who is not a party to these Terms shall have any right to enforce any of its provisions or rely on any term hereof. Notwithstanding the foregoing, any modification, assignment, novation, or other amendment to these Terms may be made without the consent, approval, or notice to any third party, including any uMerge Parties. ### e. No Waiver Our failure or delay in exercising any right or remedy under these Terms or applicable law does not constitute a waiver of that or any other right or remedy. It also does not preclude or limit the further exercise of that or any other right or remedy. Similarly, any single or partial exercise of a right or remedy does not preclude or limit its further exercise or the exercise of any other right or remedy. ### f. Assignability You may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may transfer or assign these Terms and our rights and obligations hereunder at any time without your consent. ### g. Validity and Enforceability The invalidity or unenforceability of any provision or part-provision of these Terms shall not affect the validity or enforceability of any other provisions of these Terms, all of which shall remain in full force and effect. ### h. Survival Provisions hereof construed to survive the termination of these Terms shall survive any expiration or termination of these Terms, regardless of reason. 13. ## Interpretation ### a. Definitions In these Terms, unless the context requires otherwise, the terms shall have the following meaning: “Affiliate” means a person controlling, controlled by, or under the same control as us. “Communication Channels” means the Website and other social media accounts and communication channels belonging to us or Affiliates, as may be linked to in the Website from time to time. “Communications” means any communications, notices, and disclosures related to these Terms. “Force Majeure Circumstances” means any events beyond our control that interfere with the performance of these Terms, including, without limitation, (i) fire, flood, hostility, pandemic, act of God, explosion, strike; (ii) war, undeclared war, civil war, revolution, riot, act of terrorism, military actions, interventions, and operations; (iii) epidemic, pandemic, insurrection, labour dispute, accident; (iv) sanctions, government actions, embargoes; (v) injunctions, cease and desist orders, restraining or similar orders of, or prohibitions established by a court, governmental or other authorities; (vi) weaknesses, vulnerabilities and bugs in the software, other technologies integrated or used in connection with the Website, or underlying blockchain network of Tokens; (vii) actions, failures to act or inactions of Third-Party Service providers or other third parties, including fraud, loss or theft of funds by such third parties; (viii) system interference or destruction by any malicious programs; and (ix) power failure, equipment or software malfunction or error. “Forward-Looking Statements” means certain opinions, forecasts, projections, future plans, or other statements that are not historical facts, including development plans, performance projections, future functionality of the Website, Token, or other products and services, as well as prospects and future events related to an industry. “FOSS Licence” means a free and open-source software licence that allows for editing, modifying, or reusing software’s source code, such as, for example, GPL, Apache and MIT licences. “Intellectual Property” means any copyrighted content, databases protected under ‘sui generis’ rights, names of services and products, logotypes, trademarks and other marks, trade secrets, inventions, designs, drawings, pictures, animations, works of authorship, etc., which may be demonstrated within the Website. “Licence” means a limited, non-exclusive, non-transferable, non-sublicensable, revocable, personal, and temporary right to access and use the Website for its intended purposes and in accordance with these Terms, for the duration of these Terms. “Prohibited Jurisdiction” means any of the following jurisdictions: Democratic People’s Republic of North Korea, Islamic Republic of Iran, Republic of Cuba, Syrian Arab Republic, Myanmar, Sevastopol and the Crimea Regions of Ukraine, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, United States of America (including its territories: American Samoa, Guam, Puerto Rico, the Northern Mariana Islands, and the U.S. Virgin Islands), Bolivarian Republic of Venezuela, the Russian Federation, Republic of Belarus and any other jurisdiction or territory, which is subject to a country-wide or territory-wide sanction imposed by any country, government, or international authority. “Prohibited Person” means any citizen or resident of, or a person subject to any Prohibited Jurisdiction, or any sanctions administered or enforced by the government of the BVI, UK, USA, EU, or an EU member state. “Project” means any project (developed, in development or to be developed), seeking participation or involvement from uMerge DAO. “Project Materials” means any information, statements, announcements, data, content, documentation, and other materials relating to a particular Project and provided by its representatives. “Risk Disclosure Statement” means the disclosure of risks attached to these Terms as [Schedule 1](https://docs.google.com/document/d/1E90uYy6FQwUbCeZTThd_2XGhkR-5YsH9h2AC0CzS5Og/edit?tab=t.0#heading=h.t9r9klauc75j). “Terms” means these uMerge DAO Terms & Conditions, together with all agreements and documents incorporated herein by reference, as may be amended from time to time. “Third-Party Services” means any project, product, service, software, technology, or infrastructure that is not developed, provided, or operated by us. This includes services for DAO governance and voting, blockchain networks, decentralised applications, and similar external systems. “Tokens” means digital cryptographic tokens that are native to the uMerge DAO. “uMerge DAO” means a decentralised community of Token holders who exercise governance and voting powers in relation to the Projects. “uMerge Materials” means any information, statements, announcements, data, content, and other materials provided via the Website, Communication Channels, or otherwise communicated by us or on our behalf in relation to the Website or other services and products provided or offered by us. “uMerge Parties” means us, Affiliates, and their respective shareholders, directors, officers, members, employees, agents, advisors, contractors, successors, and assignees. “Virtual Assets” means digital cryptographic tokens deployed (implemented) on a public blockchain network, such as, for example, Tokens, USD Tether (USDT), USD Coin (USDC), and so forth. “we”, “us”, “our” means Units Network Limited, a company established under the laws of the British Virgin Islands, operating the Website. “Website” means the uMerge DAO Website available at \[insert website link], and any associated software, subdomains, application programming interface (API) and services provided in relation thereto. “you”, “your” means a person who accepts these Terms. If you are acting on behalf of an entity, “you” and “your” also refer to both you as an individual using the Website and the entity you represent. ### b. Rules of Interpretation Unless the context requires otherwise, references to one gender include all genders; singular includes plural and vice versa; terms like “including”, “in particular”, or “for example” are illustrative and shall not limit the sense of the following words; Section headings do not affect interpretation hereof; these Terms will not be construed to our disadvantage for preparing them. ## Schedule 1 ## Risk Disclosure Statement 1. ## Financial and Market Risks ### a. Risk of Loss Transacting with Virtual Assets involves the risk of monetary or other losses. These risks can arise from various factors, including market volatility, vulnerabilities in smart-contracts, cybersecurity threats such as hacking or phishing attacks, technical failures, regulatory changes, etc. Unforeseen events, including economic downturns, changes in market sentiment, etc, could also have a material adverse effect on your assets. ### b. Virtual Assets’ Value Risks There are no representations or warranties, express or implied, regarding the Virtual Assets, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement, all of which are expressly disclaimed. You acknowledge and agree that Virtual Assets may not: (i) meet your expectations or function as intended, (ii) possess the intended functionality, (iii) have a market, or (iv) have any specific price or hold any particular value, or have any value at all. Receiving, storing, using, or disposing of Virtual Assets is entirely at your own risk. ### c. Volatility Risks Purchasing, using, or holding Virtual Assets involves significant risks. The crypto market is highly volatile, and prices can change drastically in short periods, potentially leading to substantial or total loss of your funds. Due to the nature and operation of blockchain protocols, the total amount of Virtual Assets in circulation could increase through, inter alia, the adoption of a new patch, upgrade of the source code, or additional mint. You bear a sole responsibility for any damages or losses that you may incur as a result of or in connection with the change in the composition, supply, value or price of any Virtual Assets. Only allocate funds to Virtual Assets that you can afford to lose. ### d. Liquidity and Market Risks There is no assurance that an active market will exist now or in the future for buying or selling Virtual Assets. Their price and liquidity cannot be assured, and it is possible that there may be no market or liquidity for Virtual Assets at all. In some cases, they may become useless or abandoned entirely. 2. ## Risks Associated with uMerge DAO and the Projects ### a. Projects Pivot The design, details, and description of the uMerge DAO project or the Projects, and related products or services may be changed at any time. There is no guarantee that the uMerge DAO project or any other Project will be developed, maintained, or operated for any specific time period, or at all. The uMerge DAO project or other Projects may also be modified or pivoted at any time. Nothing in these Terms, uMerge Materials, or Project Materials creates an obligation to develop, launch, promote, or operate the uMerge DAO project, any Projects, or related products or services. ### b. Public Interest Uncertainty Public interest in the uMerge DAO project or any Project is not warranted, and low user engagement may negatively impact their development and associated business activities. ### c. Risk of Unofficial Projects There is always a risk of competing teams or alternative projects, including those cloning the uMerge DAO project or any Project. You may also be targeted by fraudulent activities, such as fake websites, emails, text messages, or social media accounts impersonating us or any Project. They may aim to deceive you, steal your Virtual Assets, or profit unlawfully. Always verify the authenticity of any communication claiming to represent us or any Project. 3. ## Security Risks The blockchain networks can be attacked which may result in downtime, consensus split, long reorganisation of the chain, 51% attack or other adverse outcomes. There is no warranty that there will be no theft or loss of Virtual Assets due to attacks, hacks, software flaws, or blockchain vulnerabilities, which could result in partial or complete loss of the Virtual Assets. Even when using our official resources, remain vigilant for pop-ups or unusual program behaviour, as these could result from hacks or malicious code. 4. ## Risks Related to uMerge and Project Materials ### a. Accuracy There is no assurance that any uMerge Materials will be true, accurate, complete, timely or non-misleading, and you expressly acknowledge and agree that we will be under no obligation to update or fix them. You shall solely evaluate all information provided by us or on our behalf. ### b. Risk of Impersonation Always verify that any information you believe to be from us is posted or communicated by our authorised representatives. Be cautious of impersonation risks, including fake websites, counterfeit tokens resembling the Tokens, and fraudulent social media accounts or communications. Always ensure you are interacting with legitimate and verified sources. Verify information independently before acting. ### c. Forward-Looking Statements The uMerge Materials or Project Materials may include Forward-Looking Statements based on current expectations, which involve various risks and uncertainties. These risks include factors such as economic, competitive, and technical influences on us and our operations, as well as developments in science, technology, industry trends, competition, regulatory changes, government actions, market dynamics, and other business conditions. There are no guarantees regarding the accuracy of any Forward-Looking Statements. Actual events, results, or outcomes may differ significantly from those expressed or implied, and you should not rely on these statements. ### d. Updates The uMerge Materials and Project Materials may be updated from time to time with or without notice depending on various circumstances, including market conditions, applicable regulation, and governments’ actions. 5. ## Regulatory and Compliance Risks ### a. Legal Uncertainty Our activities, or those of any Project, may be subject to various laws and regulations, including requirements to obtain licenses or other permits as directed by applicable laws. Changes to these laws or evolving interpretations could lead to higher compliance costs or operational challenges, potentially impacting our operation, as well as the development and operation of Projects. In extreme cases, some jurisdictions may ban or heavily restrict our or any Project-related activities. The legal status of Virtual Assets and related transactions is uncertain, and some regions may prohibit owning or transacting with them entirely, which could affect you. The penalties for violating such laws, if any, are unclear. You are responsible for researching and understanding the legal and tax implications of interacting with Virtual Assets in your jurisdiction. ### b. Taxation ​​Any acquisition, use, holding, or disposal of Virtual Assets, as well as related transactions, may have tax implications as imposed by state or government authorities. Tax laws for Virtual Assets may be unclear or not well-defined in your region. Additionally, these laws and their interpretations can change and may even be applied retroactively. You are solely responsible for understanding and meeting your tax obligations. Failure to properly report, collect, or pay taxes could result in penalties, fines, or other legal consequences. 6. ## Unanticipated Risks In addition to the risks set forth herein, there are unanticipated risks. Further risks may materialise as unanticipated combinations or variations of the discussed risks or the emergence of new risks. \
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