# Legal

The Contents of this White Paper are Copyright ©️ 2025 Krain, All Rights Reserved.

[Disclaimer](#disclaimer) | [Airdrop Terms](#airdrop-terms) | [Airdrop Points Program](https://krain.gitbook.io/krain/krain-token/krain-airdrop-points-program) | [Giveaway Rules](#giveaway-rules) | [AI Agent Terms](#ai-agent-terms) | [Privacy Policy](#privacy-policy) | [Terms and Conditions for Promoters](#terms-and-conditions-for-promoters) | [Founders Key Sale Terms](#krain-founders-key-sale-terms)

## **Disclaimer**

This white paper (the “Document”) is for informational purposes only. The information contained in this Document (hereinafter referred to as “the Information”) is provided as of the date the Document is created, and Krain (hereinafter referred to as “the Issuer”) does not guarantee or represent the accuracy or completeness of the Information at the time of creation or in the future. The Issuer assumes no responsibility, including liability for damages, for any losses incurred by recipients of the Information through its use. The Krain platform and Krain Token are technologies in development offered "as is" without guarantees or warranties of any kind, express or implied. The value of Krain Token may be highly volatile and may fluctuate significantly due to market conditions, demand, or other factors beyond the control of the Issuer. Participants should be aware of the inherent risks associated with blockchain and AI technologies, including market volatility, regulatory uncertainty, and the potential for technical issues such as bugs or vulnerabilities. Krain Token is designed as a utility token for use within the Krain platform and is not a security. This Document does not constitute an offer or solicitation to purchase securities or any other regulated financial instrument. The legal and regulatory status of blockchain technologies and tokens varies by jurisdiction and is subject to change. Future regulatory actions may impact the use, value, or availability of Krain Token. It is the responsibility of participants to ensure compliance with local laws and regulations.

The Information contained in this Document may include intellectual property rights owned by the Issuer. The Issuer kindly requests that you do not reproduce, disclose, or use any part or all of this Information without prior permission from the Issuer. The Issuer reserves the right to modify the Information contained herein without notice. The Issuer does not guarantee the success, functionality, or performance of the Krain platform or Krain Token. Forward-looking statements included in this Document, such as projections, goals, or anticipated outcomes, are speculative and subject to significant risks and uncertainties. Actual results may differ materially from those anticipated. By engaging with the Krain platform or Krain Token, participants acknowledge and accept all associated risks, including the potential for financial loss. To the fullest extent permitted by law, the Issuer, its affiliates, and partners shall not be held liable for any losses or damages resulting from the use of the platform, the Krain Token, or reliance on this Document.

## Airdrop Terms

These terms govern your participation in the Krain Token Airdrop Program (“Airdrop Program”), administered by Krain Nexus, S.A., a Panama Corporation ("Krain"). By accessing, participating in, using, signing up for or engaging with the Airdrop Program, you confirm that you have read, understood, and agreed to these Terms and Conditions (“Airdrop Terms”) and any related policies referenced herein.

Your participation in the Airdrop Program is voluntary and entirely at your own risk. You bear sole responsibility for obtaining appropriate legal, financial, tax, or other professional advice regarding your participation, including any implications of receiving or failing to receive Krain Tokens. Krain reserves the right to modify the Airdrop Terms as it deems necessary and without any notice provided to you. If you do not agree to these Airdrop Terms, you are not permitted to participate in the Airdrop Program.

1\. Eligibility and Exclusions. Participation in the Krain Token Airdrop Program is limited to individuals and entities who meet the eligibility criteria established by Krain. By participating, you represent and warrant that:

1.1 You are not a resident, citizen, or entity organized under the laws of the United States or any jurisdiction prohibited under these Airdrop Terms (“Prohibited Jurisdictions”). Prohibited Jurisdictions include, but are not limited to, countries subject to international sanctions, restrictions, or heightened regulatory scrutiny.

1.2 You are not a “Restricted Person,” defined as any individual or entity included on applicable government watchlists, sanctions lists, or otherwise subject to regulatory prohibitions.

1.3 You are of legal age and meet the age of majority requirements in your jurisdiction.

1.4 Krain may employ automated and manual methods, including geo-location and IP-address verification, to assess participants’ eligibility. Participants may not use virtual private networks (VPNs), proxy servers, or other tools to mask their location or circumvent geographic restrictions. Attempts to bypass these controls may result in immediate disqualification.

1.5 Krain reserves the right to request additional information or documentation to verify compliance with anti-money laundering (AML) and counter-terrorist financing (CTF) regulations or to ensure adherence to applicable laws. Participants agree to cooperate fully by providing accurate and truthful information. Failure to comply may result in disqualification or forfeiture of tokens.

2\. Participation Requirements. To participate in the Krain Token Airdrop Program, you must meet the following requirements and agree to the associated conditions:

2.1 You must follow the participation requirements as communicated from time to time in the Airdrop Portal or from Krain's social media accounts. If you do not follow the participation requirements, you may not receive some or all of your Krain Tokens. You must own and provide an eligible digital wallet capable of receiving Krain Tokens. The wallet must support the blockchain network on which the Krain Tokens are issued. You are solely responsible for ensuring your wallet is correctly configured and secure, including safeguarding private keys, seed phrases, and any credentials required to access the wallet. Krain will not assist in managing or recovering wallets or credentials.

2.2 You must provide accurate, complete, and truthful information as part of your participation in the Airdrop Program. Providing false or incomplete information may result in disqualification or forfeiture of tokens.

2.3 Claims for Krain Tokens must be submitted within the designated claim period (“Claim Submission Period”). Claims submitted after the Claim Submission Period will not be processed, and any unclaimed tokens may be forfeited at Krain’s sole discretion.

2.4 You agree to follow all instructions and procedures established by Krain for claiming and receiving Krain Tokens, including adherence to any technical or security protocols required during the claim process.

2.5 Participation in the Airdrop Program does not require any purchase, payment, or transfer of consideration. Krain Tokens are distributed free of charge, except for any applicable gas fees or other third-party charges associated with blockchain transactions, which remain your responsibility.

Failure to comply with the requirements in this section may result in exclusion from the Airdrop Program and revocation of any claimed tokens.

3\. Risks and Disclaimers

3.1 Participation in the Krain Token Airdrop Program involves significant risks, including, but not limited to, technical issues, regulatory uncertainties, and potential financial loss. By participating, you acknowledge that you have independently assessed these risks and accept full responsibility for any consequences arising from your participation.

3.2 You are solely responsible for securing your digital wallet, including safeguarding private keys, seed phrases, and any credentials related to its access. Krain has no control over or responsibility for the security of your digital wallet and will not replace or recover lost, stolen, or compromised tokens or wallet credentials.

3.3 Blockchain technology is inherently subject to risks such as network failures, vulnerabilities in smart contracts, and susceptibility to malicious actions, including but not limited to hacking, denial-of-service attacks, and fraud. You acknowledge that these risks may impact your ability to claim, receive, or use Krain Tokens.

3.4 Krain Tokens are distributed “as is” and “as available,” with no warranties or guarantees regarding their functionality, usability, or market value. Krain disclaims all implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement.

3.5 Participation in the Airdrop Program does not create any fiduciary duty or advisory relationship between you and Krain. All information provided by Krain related to the Airdrop Program is for informational purposes only and should not be considered legal, financial, or tax advice.

3.6 You are responsible for ensuring that your participation in the Airdrop Program complies with all applicable laws, regulations, and restrictions in your jurisdiction. Krain is not liable for your failure to comply with such laws or regulations, including any economic or trade sanctions.

3.7 Krain reserves the right to suspend, modify, or terminate the Airdrop Program at any time without prior notice. Krain shall not be held liable for any loss, delay, or failure arising from events beyond its control, including but not limited to natural disasters, regulatory actions, or technical failures.

3.8 By participating in the Airdrop Program, you expressly waive any claims against Krain for losses or damages arising from your participation, including any inability to claim or use Krain Tokens or any loss of value associated with the tokens.

3.9 Participants acknowledge that the value of Krain Tokens is highly volatile and may have no market value. Krain provides no assurances regarding the future functionality, usability, or marketability of Krain Tokens.

3.10 Participants are solely responsible for determining and complying with any tax liabilities associated with the receipt or holding of Krain Tokens in their jurisdiction. Krain does not provide tax or legal advice and recommends consulting qualified professionals to understand the implications of participation.

3.11 The Krain Token and its associated blockchain network are part of an evolving technology landscape. Participants acknowledge that (a) Competing platforms or projects may diminish the value or utility of Krain Tokens, (b) Technological upgrades or network changes may introduce compatibility issues or vulnerabilities, (c) Smart contracts may contain errors, bugs, or security flaws that could lead to loss of tokens or functionality, (d) Decentralized governance, if applicable in the future, may lead to operational inefficiencies or risks.

4\. Liability and Indemnification

4.1 To the fullest extent permitted by law, Krain and its affiliates, officers, directors, employees, agents, contractors, and licensors (collectively, the “Krain Parties”) shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages arising from or related to your participation in the Airdrop Program. This includes, but is not limited to, damages for loss of profits, data, or business opportunities, even if Krain has been advised of the possibility of such damages.

4.2 The Krain Parties shall not be liable for any failure, delay, or interruption in the Airdrop Program caused by factors beyond their reasonable control, including, but not limited to, blockchain network outages, technical failures, security breaches, natural disasters, or changes in applicable laws or regulations.

4.3 You agree to indemnify, defend, and hold harmless the Krain Parties from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Your participation in the Airdrop Program, including your claiming or receipt of Krain Tokens; (b) Your violation of these Airdrop Terms or any applicable laws, regulations, or third-party rights; or (c) Your misuse of Krain Tokens or your failure to secure your digital wallet or private keys.

4.4 If you are obligated to indemnify the Krain Parties, Krain reserves the right to control the defense, settlement, or resolution of any such claim, at your expense, and you agree to fully cooperate with Krain in its defense.

4.5 In no event shall the aggregate liability of the Krain Parties, arising out of or relating to your participation in the Airdrop Program, exceed the total value of gas fees incurred by you to claim or receive Krain Tokens.        &#x20;

5\. Dispute Resolution

5.1 Any dispute, claim, or controversy arising out of or relating to these Airdrop Terms, the Airdrop Program, or your participation in the program shall be resolved exclusively through binding arbitration, except as provided below in Section 5.5.

5.2 Arbitration shall be conducted in accordance with the rules of the American Arbitration Association (AAA). If arbitration becomes unfeasible, disputes may be resolved in the courts of Panama. The arbitration shall be conducted in English, and the arbitrator’s decision shall be final and binding on the parties.

5.3 You waive the right to participate in any class action, collective action, or other representative proceeding against Krain or its affiliates. All disputes must be resolved on an individual basis.

5.4 You agree that any claim or dispute arising out of or related to these Airdrop Terms or your participation in the Airdrop Program must be filed within one (1) year after the cause of action arises. Claims not filed within this period will be permanently barred.

5.5 Notwithstanding the arbitration clause above, Krain retains the right to seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or other proprietary rights.

5.6 The governing law for these Airdrop Terms shall be the laws of the Panama, excluding its conflict-of-laws principles.

\
6\. General Provisions

6.1 Entire Agreement. These Airdrop Terms, together with Krain’s General Terms and Conditions and Privacy Policy, constitute the entire agreement between you and Krain regarding your participation in the Airdrop Program. They supersede all prior agreements, understandings, or representations, whether written or oral, relating to the subject matter of these Airdrop Terms.

6.2 Amendments. Krain reserves the right to modify, amend, or update these Airdrop Terms at any time. Any changes will be effective immediately upon publication on Krain’s official website. Your continued participation in the Airdrop Program after such modifications constitutes your acceptance of the revised terms.

6.3 Severability. If any provision of these Airdrop Terms is found to be unlawful, void, or unenforceable for any reason, that provision shall be severed, and the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law.

6.4 No Waiver. Failure by Krain to enforce any provision of these Airdrop Terms shall not be deemed a waiver of its rights to enforce the same or any other provision in the future.

6.5 Assignment. You may not assign, transfer, or delegate your rights or obligations under these Airdrop Terms without Krain’s prior written consent. Krain may freely assign, transfer, or delegate its rights and obligations under these terms without notice or restriction&#x20;

6.6 Force Majeure. Krain shall not be held liable for any delay, failure, or disruption in the Airdrop Program resulting from events beyond its reasonable control, including, but not limited to, natural disasters, cyberattacks, government actions, or blockchain network failures.

6.7 Contact Information. If you have any questions, concerns, or requests regarding these Airdrop Terms or the Airdrop Program, please contact Krain at <contact@krain.ai>.

6.8 Token Upgrades and Future Functionality. Krain reserves the right to modify the functionality or utility of Krain Tokens, including through upgrades or integration with new technologies. Participants acknowledge that compatibility with future blockchain systems or networks is not guaranteed.

## Giveaway Rules

NO PURCHASE NECESSARY. A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. PARTICIPATION IS LIMITED TO LEGAL RESIDENTS OF JURISDICTIONS WHERE SUCH GIVEAWAYS ARE LEGAL AND PERMITTED. VOID WHERE PROHIBITED BY LAW. THIS PROMOTION SHALL BE CONSTRUED ACCORDING TO AND GOVERNED EXCLUSIVELY BY THE LAWS OF PANAMA.

1. Eligibility The Krain Token Giveaway (the “Sweepstakes” or “Promotion”) is open only to individuals who:&#x20;

* Are at least 18 years old or the legal age of majority in their jurisdiction at the time of entry.
* Reside in jurisdictions where participation in the Sweepstakes is not prohibited by law.&#x20;

Participants may be required to pass any verification requirements, including Know Your Customer (KYC) processes, as determined by the Sponsor. Employees, contractors, officers, and directors of Krain (“Sponsor”), its affiliates, subsidiaries, and agencies, and their immediate family members (spouse, parent, sibling, child, grandparent, grandchild, and their respective spouses) or those living in the same household are not eligible to enter. Sponsor reserves the right to ban or disqualify any individual for policy violations, fraudulent activity, or any act deemed harmful to the integrity or reputation of the Promotion.

2. Promotion Period

The Sweepstakes begins on the day posted publicly at the time the Promotion is announced and ends on the day and time the Promotion is announced to end (the “Promotion Period”). Sponsor’s computer system is the official timekeeping device for the Sweepstakes. Any entries submitted before or after the Promotion Period will be void.

3. How to Enter Two methods of entry are available:

1.Online Entry:\
Create an account on the Krain’s platform (using the specific entry method(s) mentioned in the Promotion announcement) and you will automatically be entered into the sweepstakes. Fill in all required information. Additional entries may be earned through the platform. See content details for information on how to earn additional entries. There is no maximum limit on the number of entries. Use of any robotic, automatic, programmed, or similar entry method will void all entries and result in disqualification. You may not enter by using multiple accounts or identities in an attempt to circumvent the rules.

2.Mail-in Entries are not permitted. \
Sponsor reserves the right to verify eligibility and disqualify ineligible or fraudulent entries.

4. Prize \
   The prize pool consists of a prize(s) of Krain Tokens equivalent to the amount posted (the “Prize”).&#x20;

* Non-Transferable: The Prize is non-transferable and cannot be redeemed for cash unless specified by the Sponsor.&#x20;
* Cryptocurrency Risks: The value of Krain Tokens may fluctuate and is subject to market conditions. The Sponsor is not responsible for any change in value after distribution.

4. Winner Selection and Notification\
   Winners will be selected randomly from all eligible entries within thirty (30) days after the end of the Promotion Period. Odds of winning depend on the total number of eligible entries received. Notification Process: Winners will be notified via email or other contact information provided. Winners must respond within seven (7) days to claim their prize and may be required to complete verification steps, such as submitting identification and signing an Affidavit of Eligibility, Release of Liability, or other documents as requested by the Sponsor. Failure to respond within the designated timeframe, provide required documentation, or meet eligibility criteria will result in disqualification, and an alternate winner may be selected.
5. Personal Data\
   Participants’ personal information will be collected and used solely for the purposes of administering the Sweepstakes and in accordance with the Sponsor’s Privacy Policy. By entering, participants consent to the use of their information as outlined in these rules. Important Note: Sponsor representatives will never request sensitive information such as account passwords or private keys.
6. Limitation of Liability\
   &#x20;By entering, participants agree to release and hold harmless the Sponsor, its affiliates, and their respective employees and agents from any claims arising out of participation in the Promotion or the acceptance, use, or misuse of prizes.\
   Sponsor assumes no responsibility for:

* Lost, late, misdirected, or incomplete entries.
* Technical malfunctions, failures, or interruptions.
* Unauthorized access to or tampering with entry submissions.

Sponsor is not liable for changes in the value of cryptocurrency prizes after distribution.

To the extent that it is permitted by law, Sponsor disclaims all liability whether arising in tort, contract or otherwise for any personal injury or any other loss or damage, including, without limitation, loss of opportunity or loss of profits, whether direct, indirect, special, or consequential, arising in any way out of the Promotion, including, without limitation, to: (i) any technical difficulties or equipment malfunction (whether or not under Sponsor’s control); (ii) any entry that is late, lost, altered, damaged or misdirected due to any reason beyond the reasonable control of Sponsor; (iii) any tax implications; or (iv) the Prize or use of the Prize.

7. General Conditions\
   Sponsor reserves the right to:

* Modify or terminate the Promotion if technical or unforeseen issues arise.
* Disqualify any participant who tampers with the entry process, violates these rules, or acts in a disruptive manner.

Participation constitutes agreement to these rules, which are final and binding. No correspondence will be entertained regarding Sponsor’s decisions.

8. Governing Law and Disputes\
   The Sweepstakes is governed by the laws of Panama, without regard to conflict of laws principles. Participants agree that all disputes will be resolved individually through binding arbitration or in courts located in Panama. Class action lawsuits are expressly waived.
9. Publicity\
   By accepting a prize, winners consent to the Sponsor’s use of their name, likeness, and entry for promotional purposes without additional compensation, unless prohibited by law.
10. Winner List\
    For the list of the winner, send a request to <contact@krain.ai> within 30 days of the Promotion ending. Winner details will be available after verification is complete.&#x20;

## AI Agent Terms

Welcome to Krain AI Agents\
The "Agents," operated by the Krain team (“we,” “us,” or “our”). By accessing or using the Agents or engaging with our related services (collectively, the “Services”), you agree to be bound by these Terms and Conditions (the “Terms”). If you do not agree to all of these Terms, you are not authorized to use the Services.

These Terms apply to all users of the Agents, including those interacting with the Agents or on external platforms such as Twitter (X).

1\. Eligibility and Access Requirements

1.1 No Guarantee of Response on Twitter/X\
While you may interact with Agents on Twitter (X) by mentioning or engaging with it, there is no guarantee of receiving a reply.

2\. Nature of the Content and Interactions

2.1 Informational Use Only – Not Investment Advice\
All content, including any news summaries, analysis, commentary, or opinions provided by the Agents (the “Content”), is for informational purposes only. None of the Content should be considered investment advice, financial guidance, or a recommendation to buy, sell, or hold any digital asset or other financial product. You should always do your own research and, if necessary, consult qualified professional advisors before making any investment decisions.

2.2 Unpredictability of Outputs\
The Agents leverage complex models and dynamic data sources. While we strive for quality and reliability, the Content is inherently unpredictable and may contain errors, omissions, or misinformation. Use the Content at your own risk and discretion.

2.3 User-Generated Interactions\
You understand that any prompts, questions, or content you provide (“User Content”) may influence the Agents’s responses. We encourage users to provide thoughtful, constructive, and respectful input. Misleading, inappropriate, or harmful inputs may result in responses of limited value or potential refusal of service.

2.4 Sharing of Conversations\
Users of the Agents have the option to share conversations they have had with the Agents. By choosing to share such conversations, you grant us the right to publicly display, reproduce, modify, and distribute the shared content in any media, without further consent, notice, or compensation to you.

3\. User Conduct

3.1 Respectful Interactions\
Users agree to be respectful and courteous when interacting with the Agents, other community members, and our team. Harassment, hate speech, or other forms of abusive behavior will not be tolerated.

3.2 Prohibited Conduct\
You agree not to use the Agents to:

* Violate any applicable law, regulation, or third-party right;
* Transmit any malicious code, software, or data that may harm the Agents or other users;
* Spread misleading or deceptive information with the intent to manipulate or confuse;
* Solicit personal or sensitive information from other users or the Agents;
* Engage in any activity that interferes with, disrupts, or imposes an undue burden on the Agents' infrastructure or related services.

4\. Intellectual Property

4.1 Ownership of Content\
Unless otherwise stated, all intellectual property rights in the Agents, its underlying code, technology, design, and related materials belong to us or our licensors. You may not reproduce, distribute, or create derivative works from our Content without our prior written permission.

4.2 User-Provided Content\
By providing prompts, feedback, suggestions, or other content to the Agents, you grant us a non-exclusive, worldwide, royalty-free, irrevocable license to use, reproduce, modify, and distribute such User Content for the purpose of improving our Services and developing new features.

5\. Data Processing and Privacy

5.1 Use of User Data for Analytics and Error Tracking\
We reserve the right to process user data—including usage data, query logs, and other related information—for analytics, performance measurement, quality assurance, and error tracking purposes. Such data may be processed on third-party platforms and services to help us identify and resolve issues, improve our models, and enhance the overall user experience.

5.2 Privacy Measures\
We value your privacy. While we collect and use data as described above, we strive to adhere to applicable data protection laws and industry best practices. Please refer to our Privacy Policy for more details on how we collect, use, store, and protect your personal information.

6\. Disclaimers and Limitations of Liability

6.1 No Warranties\
THE AGENTS AND ALL ASSOCIATED CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, RELIABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. YOUR USE OF THE AGENTS AND THE Agents IS AT YOUR SOLE RISK.

6.2 Limitation of Liability\
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR INVESTMENT CAPITAL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE AGENTS OR ANY CONTENT PROVIDED, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3 User Responsibility\
You acknowledge and agree that you are solely responsible for your own investment decisions, actions, and any losses or gains that may result from your reliance on the Content.

7\. Reporting Issues and Abuse\
If you encounter errors, misleading content, abuse, or violations of these Terms, please report such instances via email at <contact@krain.ai>. We may, at our sole discretion, review and address reported issues and take appropriate action.

8\. Indemnification\
You agree to indemnify, defend, and hold harmless us, our officers, directors, employees, partners, and affiliates from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Services.

9\. Modifications to the Terms\
We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting on Krain's website. Your continued use of the Services after the posting of revised Terms constitutes your acceptance of those changes.

10\. Governing Law and Jurisdiction\
These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which we operate, without regard to its conflict of law principles. You agree to submit to the exclusive jurisdiction of the courts located in that jurisdiction for the resolution of any disputes arising out of these Terms or your use of the Agents.

11\. Severability\
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12\. Entire Agreement\
These Terms, together with any referenced policies such as our Privacy Policy, constitute the entire agreement between you and us regarding the use of the Agents and the Agents and supersede any prior agreements or understandings.

Contact Information\
If you have any questions or concerns about these Terms, please contact us via email at <contact@krain.ai>. By accessing or using the Agents and associated Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

## Privacy Policy

1\. Introduction

Krain, duly incorporated and registered in Panama (hereinafter referred to as "Krain," "We," "Us," or "Our"), is committed to safeguarding your privacy. This Privacy Policy outlines how we collect, use, disclose, and protect your personal data in compliance with applicable data protection laws.

By accessing or using our services, you acknowledge that you have read and understood this Privacy Policy. If you do not agree with any part of this Privacy Policy, you should not access or use the Services.

2\. Information We Collect

2.1 Personal Data You Provide

We collect personal data that you voluntarily provide when you register for the Website or use our services. This information may include, but is not limited to:

* First Name
* Middle Name
* Last Name
* Passport or Government Issued ID number
* Email Address
* Physical Address
* Date of Birth (DOB)
* Wallet Information (e.g., e-wallet addresses)

You are required to provide accurate, up-to-date, and lawful information. Failure to provide this information may limit your ability to use our services.

2.2 Information We Collect Automatically

We automatically collect certain information about your use of the Website, including:

* IP Address
* Browser Type and Version
* Device Type and Operating System
* Date and Time of Access
* Pages Viewed and Time Spent on Each Page
* Clickstream Data

This information helps us analyze trends, improve our services, and enhance user experience.

2.3 Cookies and Similar Technologies

Our Website uses cookies and similar tracking technologies to enhance user experience. Cookies are small data files stored on your device. We use the following types of cookies:

• Strictly Necessary Cookies: Essential for the operation of our Website.

• Performance Cookies: Analyze how visitors interact with the Website to improve functionality.

• Functionality Cookies: Remember user preferences and settings.

You can manage your cookie preferences through your browser settings. Please note that disabling cookies may affect your ability to access certain features of the Website.

3\. Purposes of Data Processing

Krain processes personal data for specified legitimate purposes. The primary purposes for which we collect and process personal data include, but are not limited to, the facilitation of service delivery, compliance with applicable legal and regulatory obligations, provision of customer support, and the execution of marketing communications with the consent of the data subject, where required.

We process personal data to ensure the effective delivery of our services and the maintenance of user accounts, enabling us to provide a seamless user experience.&#x20;

Additionally, we utilize personal data for analytical purposes to assess usage trends and improve our services, ultimately enhancing user satisfaction.

4\. Data Retention

We will retain your personal data only for as long as necessary to fulfill the purposes for which we collected it, including for the purposes of satisfying any legal, accounting, or reporting requirements. Personal data that is no longer needed will be securely deleted or anonymized.

5\. Disclosure of Your Information

Krain is committed to maintaining the confidentiality of personal data and will not sell, trade, or otherwise transfer personal data to third parties without the explicit consent of the data subject, except as outlined in this Privacy Policy or as required by law.

We may disclose personal data to third-party service providers who perform functions on our behalf, such as hosting services, data analysis, and customer support services. Such service providers are contractually obligated to protect the confidentiality of personal data and are prohibited from using the data for any purpose other than that for which it was disclosed.&#x20;

Furthermore, in the event of a merger, acquisition, or sale of all or a portion of our assets, personal data may be part of the transferred assets and will be treated in accordance with this Privacy Policy.&#x20;

Additionally, Krain reserves the right to disclose personal data if required to do so by law, court order, or other legal processes, thereby ensuring compliance with legal obligations while safeguarding the rights of data subjects.

6\. Security of Personal Data

We take appropriate technical and organizational measures to protect your personal data against unauthorized access, loss, or destruction. However, please be aware that no method of transmission over the internet or method of electronic storage is 100% secure.

7\. Changes to This Privacy Policy

We may update this Privacy Policy from time to time to reflect changes in our practices or applicable laws. Any updates will be posted on this page with the "Last Updated" date revised. We encourage you to review this Privacy Policy periodically.

8\. Contact Information

If you have any questions, concerns, or requests regarding this Privacy Policy or our data protection practices, please contact us at: <contact@krain.ai>.

## Terms and Conditions for Promoters & Ambassadors

These Terms and Conditions for Promoters, Ambassadors, including influencers, key opinion leaders, promotional agencies, platforms, and managers ("Promoters") thereof, incorporating any documents by reference and any revisions thereto, set out the terms under which you (“You”) agree to provide services as a freelance influencer (“Your Services”) to Krain (“Company”). These terms are subject to change, and are deemed accepted if you do not terminate this agreement as specified below. Please read these terms carefully.

1\. DEFINITIONS AND ACCEPTANCE

1.1 the Company would like to engage you, the “Promoter,” to produce and distribute off-platform content on the terms and conditions set out below (the “Terms and Conditions“).

1.2 In these Terms and Conditions the defined terms shall have the meaning given to them in the Term Sheet or shall be defined as follows:

Applicable Laws: all applicable laws, regulations, regulatory requirements and codes of practice of any relevant jurisdiction, as amended and in force from time to time;

Campaign Materials: any Materials included by the Promoter in the Deliverables, including Existing Materials and Third Party Materials;

Confidential Information: all technical, commercial and financial information, product information, trade secrets, know-how and all information relating to the plans, intentions, market opportunities, transactions, affairs and/or business of a Party and/or its or their customers and/or suppliers;

Existing Materials: Materials created by the Promoter prior to commencement of the Term;

Company Logos: the designs, logos, trade marks, trade names and other marks of the Company;

Intellectual Property Rights: registered and unregistered trade mark and service marks, domain names, patents, registered designs and design rights, database rights, copyright and all similar rights anywhere in the world, and any and all goodwill and know-how associated with the foregoing;

Materials: any materials including, without limitation, photographs, film or video, musical work or sound recording, graphic work and literary work, regardless of medium or format;

Parties: the Company and the Promoter, and “Party” shall be construed accordingly;

Partner Logos: the designs, logos, trade marks, trade names and other marks of the Partner;

Service Day: the day on which the first Deliverable (in any medium) is made public by the Promoter in accordance with the Agreement;

Term: shall have the meaning given to it in Clause 7.1;

Term Sheet: the sign-on form or document to which these Terms and Conditions are annexed which may be completed and signed by the Parties and containing, amongst other things, the name of the Promoter, the Fee, the Partner(s) where applicable, and a description of the Deliverables; and

Third Party Materials: Materials created by the Company, the Partner or a third party.

2\. PROMOTER’S RIGHTS AND OBLIGATIONS

2.1 In consideration of and subject to the payment of the Fee, the Promoter shall:

2.1.1 undertake the Deliverables in accordance with the Agreement, and it is agreed that time is of the essence in the Promoter’s performance of the Deliverables;

2.1.2 ensure that all Deliverables shall not:

2.1.2.1 feature or refer to any brand names, logos, emblems or products without the prior written approval of the Company;

2.1.2.2.include anything that might be considered offensive, indecent or unlawful, or that might reasonably be considered to be prejudicial or bring the Company, the Campaign or the Partner into disrepute;

2.1.2.3 be used for unlawful purposes or in any way that may damage the name or reputation of the Company or the Partner or that of any of the Company’s or the Partner’s affiliates;

2.1.2.4 infringe the rights (including the Intellectual Property Rights) of any third party; and comply with all Applicable Laws and advertising regulations and be communicated to the public in a way which is transparent and makes clear to users that the Promoter has a commercial relationship with the Company and, where applicable, the Partner;

2.1.3 familiarize him/herself/themself with the advertising standards and guidance applicable to his/her/their jurisdiction on blogging and vlogging and ensure that all Deliverables comply with it;

2.1.4 not delete, archive or otherwise remove the Deliverables from the Promoter’s social media feed during the Display Period commencing from the date of posting;

2.1.5 ensure that all hashtags, tags, the Company Logos, the Partner Logos and/or reference to the Campaign (as set out in the Term Sheet or as otherwise agreed with the Company in writing) are included on the Deliverables;

2.1.6 ensure that the applicable hashtags and messagings are obvious, visible and prominent in each social media post and story caption;

2.1.7 modify or remove any Deliverables immediately if and as reasonably requested to do so by the Company or the Partner;

2.1.8 upon request by the Company, share with the Company relevant social media metrics for the Deliverables, including the number of impressions, overall reach, likes, comments, viewers, replies, link opens, and image saves; and

2.1.9 comply with the Special Terms set out in the Term Sheet, if any; and

2.1.10 not perform influencer services or other advertising campaigns for any of the Excluded Competitors during the Exclusivity Period.

The Promoter shall maintain in force at its own expense adequate insurance to meet any liabilities which may arise with respect to the Promoter’s performance or failure to perform its obligations under this Agreement.

3\. OVERSIGHT AND REVIEW

3.1 Upon completion of the Deliverables, the Promoter shall provide a copy of the same to the Company for its review, where requested. The Promoter shall not publish any of the Deliverables before receiving written consent from the Company.

4\. FEES AND EXPENSES

4.1 The Term Sheet shall provide the Fee arrangements, and the Promoter shall not be reimbursed for any expenses incurred in the preparation and delivery of the Deliverables, unless otherwise agreed.

4.2 the Company shall use reasonable efforts to make payment of all Fees and approved expenses within thirty (30) Business Days of expiry of the Term, unless otherwise provided in the Term Sheet (e.g., by periodic payments), where “Business Day” shall mean a day, other than a Saturday, Sunday or public holiday in the the British Virgin Islands, when banks there are open for business.

4.2.1 All sums payable under these Terms and Conditions shall be exclusive of VAT which might become due or payable by the Promoter in the applicable jurisdiction or any equivalent payment that might become due elsewhere in the world which, if applicable, shall be payable by the Company in addition at the applicable rate.

5\. INTELLECTUAL PROPERTY

5.1 the Company hereby grants a non-exclusive, non-transferable, royalty-free, revocable licence to the Promoter to use the Company Logos and the Campaign Name on the Deliverables in order to perform his/her/their obligations under the Agreement.

5.2 Where applicable, the Company shall procure that the Partner grants to the Promoter a licence to allow the Promoter to use one or more (as applicable) of the Partner Logos on the Deliverables in order to perform his/her/their obligations under the Agreement, failing which, the Promoter shall not use the Partner Logos and his/her/their obligations in respect of the same shall fall away.

5.3 The Intellectual Property Rights in the Deliverables and associated goodwill (other than any Intellectual Property Rights in Third Party Materials and any associated goodwill therein) shall remain the property of the Promoter.

5.4 The Promoter hereby grants a sole, indefinite, worldwide, royalty-free, assignable, sub-licensable licence to the Company to link to and to reproduce in whole or in part the Deliverables.

6\. DATA

6.1 The Promoter acknowledges that the Company may for the purpose of exercising its rights under the Agreement process the Promoter’s Personal Data.

6.2 the Company may receive Personal Data about the Promoter. Details about how the Company collect and process Personal Data about the Promoter, the purpose(s) for which the Company carry out processing, the legal basis upon which the Company carry out such processing, as well as details of how long the Company shall hold Personal Data as set out in the Company’s privacy policy.

7\. TERM AND TERMINATION

7.1 The Agreement shall come into effect on the Agreed Date and, subject to earlier termination in accordance with this Agreement, shall terminate on the last of the Campaign Period or Publication Date(s), as specified in the Term Sheet (the “Term”).

7.2 the Company may immediately terminate the Agreement on written notice to the Promoter prior to the first Service Day or, thereafter, may terminate the Agreement on fourteen (14) days’ written notice to the Promoter.

7.3 Either Party may terminate the Agreement immediately by notice in writing to the other Party if the other Party commits a material breach of any of the provisions of the Agreement and, if such breach is capable of remedy, fails to remedy the breach within forty-eight (48) hours of receiving notice from the terminating Party specifying the breach and requiring the breach to be remedied.

7.4 the Company may terminate the Agreement by immediate written notice to the Promoter if the Promoter becomes the subject of adverse press coverage or public criticism due to its acts or omissions which in the Company’s reasonable opinion may directly or indirectly have an adverse effect upon the reputation of the Company or the Partner or any of their associated entities.

7.5 Termination or expiry of the Agreement for any reason shall be without prejudice to any rights or obligations of any Party arising prior to termination or expiry and to any provision of the Agreement expressed or intended to survive termination or expiry.

8\. CONSEQUENCES OF TERMINATION

8.1 On the termination or expiry of the Agreement for any reason the Promoter shall cease to make use of the Company Logos, the Campaign Name, the Partner Logos and any hashtags or other tags which refer to the Company, the Partner and/or the Campaign.

8.2 If the Company terminates the Agreement pursuant to Clause 7.2, it shall pay the Promoter the Fee (or part thereof) that has fallen due prior to the date of termination. Such payment shall be made in accordance with Clause 4.2.

8.3 Clause 2.1.7, Clause 2.1.8, Clause 2.1.9, Clause 2.1.10, Clause 4.3, Clauses 5.3 – 5.4, Clause 6, Clause 7.5, Clause 8, Clause 9, Clause 10, Clause 11 and Clause 14 together with those other Clauses the survival of which is necessary for the interpretation or enforcement of the Agreement, shall continue to have effect after the end of the Term.

9\. CONFIDENTIALITY

9.1 Each Party shall keep confidential all Confidential Information of the other and the commercial terms of the Agreement and shall not copy, use or disclose any such information to any third party, other than as may be necessary to comply with its obligations under the Agreement and only then where such third party is bound by equivalent confidentiality obligations in respect of that Confidential Information.

9.2 The obligation of confidence under the Agreement shall not apply where the Confidential Information: (i) is required to be disclosed by operation of law; (ii) was in the possession of the recipient prior to disclosure by the other Party; (iii) is subsequently acquired from a third party without any obligation of confidence; (iv) is or becomes generally available to the public through no wrongful act or default of the recipient; or (v) is disclosed on a confidential basis for the purposes of obtaining professional advice.

9.3 This Clause 9 shall continue in force notwithstanding the expiry or termination of this Agreement for any reason.

10\. WARRANTIES, INDEMNITY AND LIMITATIONS OF LIABILITY

10.1 The Promoter represents, warrants and undertakes that:

10.1.1 he/she/they will apply such time, attention, resources, and skill as may be necessary for the due and proper delivery of the Deliverables;

10.1.2 he/she/they shall comply with the Company’s instructions, guidelines, and standards for social media creation and distribution; and

10.1.3 he/she/they is/are not subject to any prior or existing contractual or other obligation that prevents, restricts, limits or in any way affects his/her/their capacity to: (i) enter into the Agreement; (ii) deliver the Deliverables; or (iii) grant any rights (including, without limitation, the right and authority to license the Intellectual Property Rights in and the use of the Deliverables to the Company on the terms of the Agreement) or perform any obligations under the Agreement.

10.2 Nothing in the Agreement shall limit or exclude either Party’s liability arising from death or injury to persons caused by negligence, for fraud, or any other liability that cannot be limited or excluded by law.

10.3 the Company shall not be liable to the Promoter for any of the following types of loss or damage even if, in each case, the Company has been advised of the possibility of such loss or damage: (i) special, indirect or consequential loss; (ii) loss of profits; (iii) loss of revenue; (iv) loss of business; (v) loss of goodwill; and/or (vi) loss or damage arising from loss, damage or corruption of any data.

10.4 The aggregate liability of the Company to the Promoter under or in connection with the Agreement, whether arising from contract, negligence or otherwise, shall be limited to the Fee actually paid by the Company to the Promoter at the date the liability arose.

11\. INDEPENDENT CONTRACTORS

11.1 The Promoter undertakes any and all engagements under the Agreement as an Independent Contractor and on this basis the Agreement shall not be interpreted or construed to create an association, agency, joint venture, partnership or employer-employee relationship between the Promoter and the Company.

11.2 The Promoter shall have full regard for and abide by the Company’s document setting out the status of Contributors and Suppliers to the Company as Independent Contractors

11.3 For the purpose of Clause 11, “Independent Contractor” shall be interpreted (as appropriate) to include all engagements made with the Company via a company.

12\. ANTI-BRIBERY AND CORRUPTION

12.1 The Parties acknowledge that they have not and shall not, directly or indirectly:

12.1.1 given, promised, offered or authorised; or

12.1.2 accepted, requested, received or agreed to receive, any payment, gift, rebate, contribution, commission, incentive, inducement or advantage to or from any person, in contravention of the Applicable Laws relating to relating to anti-bribery, anti-corruption, modern slavery and facilitation of tax evasion.

13\. FORCE MAJEURE

Neither Party shall be liable for any whole or partial failure to perform its obligations hereunder, to the extent that such performance has been delayed, hindered or prevented by any circumstances beyond the reasonable control of that Party. Where such circumstances arise, the Party seeking to rely on such an event of force majeure shall forthwith notify the other Party thereof and the obligations of the Parties under this Agreement shall (but only so far as is necessary to take account of the event of force majeure) be suspended until such circumstances cease to apply or the parties have agreed after reasonable negotiations in good faith to effect performance of a modified nature which is not restricted or precluded by prevailing circumstances. The performance of obligations hereunder shall be resumed within a reasonable time of any circumstances affecting performance ceasing to apply.

14\. GENERAL

14.1 The Promoter may not assign or sub-contract any of his/her/their rights or obligations under the Agreement without the Company’s prior written consent.

14.2 A failure or delay by a Party to exercise any right or remedy under the Agreement shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.

14.3 The Agreement and any documents referred to therein represent the entire terms agreed between the Parties in relation to the Deliverables and supersede all previous contracts or arrangements (including any usage or custom and any terms arising through any course of dealing) of any kind between the Parties relating to the Deliverables.

14.4 Each Party will at the request of the other Party execute any document and do anything reasonably necessary to implement the Agreement and use all reasonable endeavours to procure that a third party executes any deed or document and does anything reasonably necessary to implement the Agreement.

14.5 The Agreement and any dispute or non-contractual obligation arising out of or in connection with it will be governed and construed under the laws of the the British Virgin Islands. Each Party hereby irrevocably submits to the exclusive jurisdiction of the courts of the the British Virgin Islands over any dispute or non-contractual obligation arising out of or in connection with the Agreement.

14.6 Contact Information

If you have any questions, concerns, or requests, please contact us at: <contact@krain.ai>.<br>

## Krain Founders Key Sale Terms

**PLEASE READ THESE TERMS CAREFULLY.** By purchasing a Krain Founders Key NFT (“**Founders Key**” or “**NFT**”) from Krain Nexus, S.A. (“**Krain**,” “**Company**,” “**we**,” or “**us**”), you agree to be bound by these Terms and Conditions (“**Terms**”). These Terms constitute a legally binding agreement between you and the Company. **These Terms include an arbitration clause and a waiver of your right to sue in court or have a jury trial, and also limit the Company’s liability.** If you do not agree with any of these Terms, **do not purchase** a Founders Key NFT.

1\. Description of the NFT and Benefits

The **Krain Founders Key NFT** is a limited-edition digital asset (non-fungible token) on the Base blockchain that unlocks exclusive utility, benefits, and rewards in the Krain ecosystem. Only 1,500 Founders Key NFTs will be sold by Krain in addition to a small number of keys minted for marketing and promotional purposes. The NFT is being sold through a third-party NFT marketplace (the **ArenaVS Marketplace**, available at **arenavs.com**) during the official sale period. Each Founders Key NFT provides the holder with access to a bundle of benefits as described on our Founders Key webpage (the “**Benefit Description**”). These benefits include, **but are not limited to**:

* **$KRAIN Token Allocation:** An allotment of Krain’s native $KRAIN tokens (approximately valued at a total of $450 USD worth of tokens per NFT) delivered according to a vesting schedule (with a one-month cliff after the Token Generation Event and subsequent monthly distributions) as detailed on the Benefit Description.
* **Staking Rewards:** Access to a staking program for $KRAIN tokens with an estimated **25% APY** reward rate, allowing Founders Key holders to earn staking rewards from the time of purchase (subject to the terms of the staking program).
* **Enhanced Airdrop Participation:** Eligibility for increased distributions of the $KRAIN token airdrop, **2× (double) the standard airdrop amount** for Founders Key holders – as well as inclusion in a dedicated airdrop pool reserved for Founders Key holders (15% of the total airdrop pool is dedicated to these NFT holders).
* **Hosting License:** A **whitelabel hosting license** to the Krain platform (approximately a $1,200 USD/year value), granting the holder the ability to use Krain’s hosting whitelable reseller services as outlined on the Benefit Description.
* **Tradeable Asset:** The Founders Key NFT itself is a tradeable digital asset that can be freely transferred or sold on supported NFT marketplaces (such as ArenaVS or OpenSea) after the conclusion of the initial sale.
* **Future Benefits:** The holder will be eligible for additional future benefits or exclusive opportunities that the Company may announce, as the Founders Key serves as a VIP membership key in the Krain ecosystem.

*The specific features and details of each benefit are described on the Benefit Description webpage, which is incorporated herein by reference.* All benefits are subject to any additional terms, conditions, and procedures provided by the Company (for example, token claim procedures, staking terms, or hosting service terms). **The Company reserves the right to modify, substitute, or delay any of the above-mentioned benefits** in its sole discretion, for example, if necessary to comply with applicable law or due to technical constraints, provided that the Company will make good-faith efforts to deliver comparable value to the NFT holders. Purchasing a Founders Key **does not grant you any equity, ownership interest, or profit-sharing rights** in Krain or its affiliates, and **does not grant any intellectual property rights** (see Section 6 below).

2\. Eligibility and Purchaser Representations

**Restricted Buyers – No U.S. or Sanctioned Persons:** **The sale of the Founders Key NFT is NOT available to U.S. Persons or persons in certain prohibited jurisdictions.** By purchasing or attempting to purchase a Founders Key, you represent and warrant **all** of the following:

* **Non-U.S. Status:** You are **not** a United States Person. This means you are **not** a citizen or resident of the United States of America, you are not located in the United States at the time of purchase, and you are not acting on behalf of a U.S. Person.
* **No Sanctioned Jurisdictions:** You are **not** a citizen or resident of, and are not located in or purchasing from, any country or territory that is subject to comprehensive U.S. economic sanctions or embargoes (including, without limitation, Cuba, Iran, North Korea, Syria, the Crimea region, the Donetsk People’s Republic or Luhansk People’s Republic regions of Ukraine, or any other country/region as designated by the U.S. Treasury’s Office of Foreign Assets Control (OFAC)). You also are not an individual or entity named on any U.S. government restricted-party list (such as OFAC’s Specially Designated Nationals list) and are not acting on behalf of any person or entity that is so designated.
* **Legal Age and Capacity:** You are at least 18 years old (or the age of legal majority in your jurisdiction, if higher) and legally capable of entering into binding contracts. If you are purchasing on behalf of an entity, you have the legal authority to bind that entity to these Terms.
* **Understanding of NFTs and Crypto:** You have sufficient knowledge, experience, and understanding of NFTs, cryptocurrency, blockchain technology, and related assets to understand the nature of the Founders Key NFT and the risks of purchasing it. You have reviewed information about the NFT (including the benefits and any applicable conditions) and have conducted your own independent evaluation of the opportunity, such that you are making an informed decision to purchase.
* **Information Provided is Accurate:** All information you provide to the Company or the marketplace in connection with the purchase (including any identity or eligibility information) is truthful and accurate. You **agree to provide** any additional information and documentation that we or the Marketplace may reasonably request to verify your identity, residency, source of funds, or eligibility to purchase the NFT, **for compliance with know-your-customer (“KYC”) , anti-money laundering (“AML”)**, or other legal requirements. You understand that the Company **may refuse to sell** or may cancel the sale of a Founders Key to you if you do not promptly supply information requested, or if the Company suspects that your purchase would violate any law or these Terms.
* **Legality; No Conflicts:** Your purchase of the NFT complies with all applicable laws and regulations in your jurisdiction. You are not subject to any law or regulation that would prohibit or restrict you from purchasing or holding the NFT or receiving the benefits associated with it. You are not purchasing the NFT for any illegal or unauthorized purpose, and you will not use the NFT or its benefits in violation of any law.
* **No U.S. Offering or Resale:** You are not purchasing the NFT for the account or benefit of any U.S. Person or any person in a prohibited jurisdiction. You will not attempt to resell or transfer the NFT to any person you know or reasonably suspect to be a U.S. Person or located in a prohibited jurisdiction, and you will not market or facilitate the sale of the NFT in the United States or to U.S. Persons.
* **Purchase for Use, Not Investment:** You are acquiring the NFT for its intended utility, access, and collectible value **and not for speculative investment purposes**. You understand and accept that the NFT and related tokens or benefits **are not being offered as an investment**, and you have **no expectation of profit** from the future resale of the NFT or from any ongoing distribution of monetary gains by the Company. You do not consider the NFT or any $KRAIN tokens you may receive to be securities or any form of investment contract, and you agree that **no representation** has been made by the Company that the NFT or associated tokens will increase in value.
* **Assumption of Risk:** You have read and understand the risk disclosures in these Terms (see Section 7) and are able to bear the risk of loss or illiquidity associated with NFTs and cryptocurrencies. You acknowledge that you could lose the entire value paid for the NFT and any associated assets, and you **assume all such risks** willingly.
* **Taxes and Legal Obligations:** You are solely responsible for determining and fulfilling any **tax obligations** applicable to your purchase, ownership, transfer, or sale of the NFT and any related benefits (such as receipt of tokens). The Company has not provided you with tax advice, and you have had the opportunity to consult your own tax advisors. You agree that you will report and pay any applicable taxes and will not hold the Company liable for any tax issues arising from your purchase or holding of the NFT.

The above representations and warranties are **deemed repeated** each time you use or transfer the NFT or claim any benefit associated with the NFT. If you **do not meet all of the above criteria**, **you are not authorized to purchase or hold a Founders Key NFT**. The Company may refuse to complete a sale, or may **void or unwind a purchase** (to the extent possible) and deny access to NFT benefits, if it discovers that you or your purchase violate these eligibility requirements. Any purchase or transfer of the NFT to or by a prohibited person is **null and void**, and the Company shall not be obligated to recognize such ownership or provide any benefits to such person.

3\. Purchase Process and Delivery

The **Founders Key NFT sale is conducted via the ArenaVS Marketplace**, a third-party NFT marketplace platform. By participating in the sale, you may be required to register an account with the Marketplace or connect a compatible digital cryptocurrency wallet (e.g., a web3 wallet) to the platform. You acknowledge that your use of the Marketplace is subject to its own terms and conditions, and you agree to abide by any Marketplace rules or requirements when purchasing the NFT. The Company is not responsible for the Marketplace’s operations, and any issues with Marketplace performance, payment processing, or wallet connectivity should be addressed with the Marketplace provider. However, we will make reasonable efforts to ensure a smooth sale process.

**Payment:** The sale price for each Founders Key NFT is denominated in U.S. Dollars (USD) but payable in cryptocurrency (such as ETH) via the Marketplace. The exact amount of cryptocurrency required will be determined by the USD price converted at the applicable exchange rate at the time of purchase (as displayed by the Marketplace). You are responsible for ensuring you pay the correct amount and any associated transaction fees (for example, network “gas” fees). **All purchases are final** once payment is completed. **No refunds or cancellations** will be given by the Company after you have successfully paid and received the NFT, **except as required by applicable law** or at the Company’s sole discretion in the event of extraordinary circumstances (such as a technical failure on our side that prevented delivery of the NFT).

**Delivery:** After your successful purchase and confirmation of payment, the Founders Key NFT will be **minted and delivered** to your provided blockchain wallet address. Delivery is typically immediate or shortly after purchase, but may be subject to blockchain network conditions or delays on the Marketplace. You are solely responsible for providing a **compatible wallet address** (on the Base network) to receive the NFT. The Company and Marketplace are not liable for any failure of delivery due to an incorrect or incompatible wallet address provided by you, or due to issues or congestion on the blockchain network. Once delivered to your address, **you are solely responsible for the security and management of your NFT**. The Company **will not be able to recover** the NFT for you if you lose access to your wallet or private keys, or if the NFT is transferred or stolen due to your negligence or security lapses (see Section 7 on Security and Risks).

**Company’s Right to Refuse or Cancel:** We reserve the right to refuse, reject, or cancel any order or purchase of a Founders Key NFT **prior to delivery**, for example if you do not meet the eligibility requirements, if your payment is not successfully processed, if fraud or market manipulation is suspected, or if we detect any error in the pricing or description of the NFT. If we exercise such right to refuse or cancel and you have already sent payment, we may provide you a refund of the amount paid (minus any applicable fees or costs) **unless** the refusal/cancellation is due to your breach of these Terms or illegal conduct, in which case we reserve the right to retain all or a portion of the funds as reasonably needed to cover any damages or costs. The Company also reserves the right to **postpone or modify the sale schedule** in its sole discretion (for example, changing the sale date/time or extending the sale duration), and will announce any such changes through official channels.

4\. Transferability and Secondary Sales

After the conclusion of the initial sale, **you are free to transfer, gift, or resell your Founders Key NFT** at any time, using any compatible secondary marketplace or private transaction of your choice. **No further consent or approval from the Company is required** for a lawful transfer of the NFT, and the Company will not impose any restrictions on resale **except** as described in these Terms. In particular, each Founders Key NFT is a unique token on the Base blockchain that you control through your wallet; thus, you may list it for sale or transfer it to another wallet just as you would with any standard NFT.

When transferring or reselling the NFT, **the following conditions apply**:

* **Compliance with Law:** You agree only to transfer the NFT in compliance with all applicable laws and regulations, including sanctions laws.
* **Binding Effect of Terms:** Any person who acquires the Founders Key NFT on the secondary market (whether by purchase, gift, or any other means) shall **be bound by these same Terms** as a “Purchaser” (with respect to the ownership or use of the NFT). By transferring the NFT, you agree that (i) you will inform the recipient that the NFT is subject to these Terms and that by accepting the NFT they are agreeing to be bound by them, and (ii) the rights and benefits associated with the NFT (and any future distributions of tokens or rewards) will transfer to the new holder upon completion of the transfer. **If you sell or transfer your NFT, you will no longer be entitled to receive any future benefits** that have not yet been delivered (such as future token distributions), which will instead accrue to the current holder at the time those benefits are delivered.
* **No Company Liability in Secondary Sales:** The Company will not be a party to any secondary sale or transfer transaction (except possibly through automated smart-contract functions, if any). The Company **bears no responsibility for any losses, disputes, or issues** arising from secondary sales, including (but not limited to) losses due to fraud between buyers and sellers, marketplace fees, fluctuations in the market value of the NFT, or any failure of a secondary marketplace. Any **royalties or resale fees** associated with secondary sales (encoded in the NFT smart contract or imposed by a marketplace) will be automatically applied, and you agree to comply with any such payment obligations if you are the seller. (Note: The Company at its discretion may implement a royalty on secondary sales, in which case a percentage of the sale price would be paid to the Company or its designee; all such details would be specified in the NFT’s smart contract or on the Marketplace listing.)
* **Transfer of Associated Assets:** In the event that certain benefits of the Founders Key (such as unclaimed $KRAIN tokens or ongoing access rights) are delivered or managed off-chain (for example, via user accounts on a platform), the Company may require additional steps to verify the new owner’s entitlement to those benefits after a secondary transfer. The new owner may need to register or prove ownership of the NFT to the Company to access those services. The Company will, in good faith, facilitate the transfer of any remaining benefits to subsequent legitimate holders of the NFT, but we shall not be liable for any delay or inability of a new owner to claim benefits if such owner does not come forward or provide necessary information to us.

**Warning on Secondary Market Speculation:** The value of NFTs in the secondary market is highly volatile and not guaranteed. The Company makes no promises or guarantees regarding the potential resale value of the Founders Key NFT, the existence of a secondary market, or the level of demand for the NFT. **You assume all risks** associated with any secondary market activities.

5\. Intellectual Property and Proprietary Rights

**No Transfer of Intellectual Property:** Purchasing a Founders Key NFT **does not** grant you ownership of any intellectual property (“IP”) rights in the content, branding, or technology associated with the NFT or the Company. The Founders Key may be associated with certain names, logos, artwork, designs, or other materials (collectively, the “**Krain Materials**”). All title, ownership, and intellectual property rights in and to the Krain Materials, the Krain name and trademarks, the $KRAIN token, the software code underlying the NFT smart contract, and all other Company products or content **remain with the Company and its licensors**. You are **not receiving any copyright, trademark, patent, trade secret, or other IP rights** in those materials by virtue of owning the NFT.

**Permitted Use of NFT and Name:** Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable (except with the NFT), revocable license to use and display the digital image or identifying material associated with your Founders Key NFT **solely for personal, non-commercial purposes**, including the right to display the NFT as part of a collection, on social media, or in a marketplace listing when you sell it. This permitted use is automatically transferred to each subsequent lawful owner of the NFT. Aside from this personal use license, **you may not reproduce, distribute, or create derivative works of any Krain Materials** provided with the NFT, nor use any Company trademarks (including “Krain” or any logos) for any commercial purpose without express written permission. The Company may further describe the scope of permitted use on its website or within the NFT’s metadata; any such description is incorporated herein.

**Protection of Company Rights:** You shall not attempt to use the Founders Key name or NFT in any manner that implies sponsorship or endorsement by the Company (except simply to state that you are an owner of the NFT). You shall not use the NFT or related materials to create any obscene, defamatory, or otherwise objectionable content, or in connection with images or media that depict hatred, intolerance, violence, cruelty, or anything that could reasonably be found to constitute hate speech or infringe on the rights of others. The Company reserves the right to take legal action against any use of its intellectual property that goes beyond the license granted here or that violates applicable law.

6\. Disclaimers of Warranties and Assumption of Risk

**No Warranties:** **The Founders Key NFT, the ArenaVS Marketplace platform, and all related benefits, services, and deliverables are provided “AS IS” and “AS AVAILABLE”** without any representations or warranties of any kind, either express or implied, except as expressly set forth in these Terms. **To the maximum extent permitted by applicable law**, the Company (on behalf of itself and its affiliates, and their respective officers, directors, employees, and agents) **disclaims all warranties**, express or implied, in connection with the NFT and associated benefits. This includes, without limitation, **any warranties of title, non-infringement, merchantability, or fitness for a particular purpose**, and any warranties that may arise from course of dealing, usage, or trade practice. The Company **does not warrant** that the NFT or any benefits will meet your requirements or expectations, or that the operation or delivery of the NFT, the Marketplace, or any future token distributions will be uninterrupted, secure, or error-free.

**Risks You Assume:** By purchasing or holding the NFT, you acknowledge and accept **inherent risks** associated with NFTs, cryptocurrencies, and blockchain technology. These risks include, but are not limited to, the following:

* **Market and Value Risk:** The market value of NFTs and crypto assets is volatile and unpredictable. The Founders Key NFT or any $KRAIN tokens or rewards you receive may significantly increase or decrease in value over time, or lose all value. You **should not purchase this NFT with an expectation of profit**.
* **Liquidity Risk:** There might not be a liquid secondary market for the NFT. You may not be able to find a buyer for your NFT at a desired price or at all. The Company does not guarantee that you will be able to resell the NFT or realize any particular value from it.
* **Technology and Security Risks:** Transactions on the blockchain are irreversible, and the NFT exists only by virtue of the ownership record maintained on the Base blockchain. **Technical issues** may occur, such as smart contract bugs, hacks, exploits, or network failures, which could prevent you from accessing or transferring the NFT or claiming associated benefits. You could lose access to the NFT (and related assets) if you lose control of the private keys to your wallet or if your wallet is compromised. The Company is **not responsible for any technical malfunction, hacking incident, security breach, or error** that results in the loss or theft of your NFT or related assets.
* **Regulatory and Legal Risks:** The laws and regulations governing blockchain technologies, NFTs, and cryptocurrency are evolving and uncertain in many jurisdictions. Regulatory actions, changes in law, or interpretations by authorities could **restrict, tax, or outlaw** certain aspects of the NFT, the $KRAIN token, or the benefits (for example, staking rewards or airdrops). Such changes could negatively impact the NFT’s value or your ability to use or transfer it. You understand that the Company’s ability to continue offering certain benefits (like token distributions) may depend on regulatory considerations, and the Company may modify or cancel benefits to comply with law (as noted in Section 1).
* **Project Risk:** Owning the Founders Key NFT is meant to provide membership and rewards in the Krain ecosystem, but the success of that ecosystem is not guaranteed. The project could face development delays, business challenges, lack of user adoption, or other issues that might reduce or eliminate the utility of the NFT and the value of its benefits. **There is no guarantee** that the anticipated platform features, token utility, or other promised benefits will be fully delivered or will meet your expectations.
* **Tax and Accounting Risk:** The tax characterization of NFTs and cryptocurrency is uncertain. Holding or transferring the NFT or receiving tokens and rewards may have tax implications for which you are solely responsible. The Company is not providing any tax advice, and if you are unsure, you should consult with a professional.
* **Personal Responsibility:** You are responsible for **maintaining the security** of the devices, accounts, and wallets you use to purchase and store the NFT and any related tokens. You should take appropriate measures to secure your private keys and recovery phrases. The Company will **not be liable** for any unauthorized access to or use of your NFT or tokens due to your failure to secure your credentials.

By purchasing the NFT, you **acknowledge and accept all of the above risks** and any other risks inherent in such a purchase. You agree that **the Company is not responsible** for any losses you may incur, and **you waive any claims** against the Company related to the foregoing risks. If any of these risks are not acceptable to you, **you should not buy or hold the Founders Key NFT.**

**No Advice:** You acknowledge that the Company has not provided you with any advice regarding whether to purchase the NFT, including no investment, financial, or legal advice. You have obtained any advice you deem necessary from your own advisors. You further acknowledge that **the Company makes no warranty or guarantee regarding the economic value of the NFT or associated tokens**, and any information about estimated value or benefits (such as the “$2,000+ in value” mentioned in promotional materials) is an estimate and not a guaranteed return or payout.

7\. Limitation of Liability

**Limited Liability of Company:** To the fullest extent permitted by law, **Krain Nexus, S.A. and its affiliates, and their respective officers, directors, employees, and agents (collectively, “Company Parties”) shall not be liable for any indirect, incidental, special, consequential, or punitive damages**, or any loss of profits, revenue, data, or use, arising out of or related to the NFT or these Terms, even if a Company Party has been advised of the possibility of such damages. This limitation of liability applies whether the alleged liability is based on contract, tort (including negligence), strict liability, or any other basis, and even if an available remedy fails of its essential purpose.

**Cap on Liability – Amount Paid:** To the extent that liability of any kind is not entirely disclaimed by these Terms, in no event will the **aggregate liability of the Company Parties for any and all claims arising out of or in connection with the sale or use of the Founders Key NFT, or any benefits or services provided in relation to it, exceed the total amount actually paid by you to the Company for the purchase of the NFT**. For example, if you purchased one Founders Key NFT from us at the sale price, the maximum total liability of the Company (and all other Company Parties collectively) to you for all claims will be capped at that sale price paid (in USD or equivalent). If you acquired the NFT on a secondary market, you acknowledge that the Company did not receive any payment from you for that transfer (aside from any applicable royalty fee) and shall have no liability to you for that acquisition beyond any royalty amount received.

**Applicability:** Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. To the extent that **any such law applies** to you, some of the exclusions or limitations above may not apply to you, and in that case the scope and duration of any applicable warranty and the extent of liability of the Company will be the minimum permitted under such law. However, you agree that such limitations will be interpreted to give maximum effect to their intent as expressed herein.

**Release:** You release the Company Parties from all liability, claims, demands, or damages (actual and consequential) of every kind and nature, **known and unknown, arising out of or in any way connected with disputes between you and any third parties** (e.g., other users or marketplaces) in connection with the Founders Key NFT. You expressly waive any protections (whether statutory or otherwise – to the extent permitted by law) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

8\. Dispute Resolution and Arbitration Agreement

Please read this section carefully. It **requires arbitration** to resolve disputes and limits the manner in which you can seek relief. By entering into these Terms, you and the Company agree that any dispute, controversy, or claim arising out of or relating to these Terms or your purchase, ownership, or use of the Founders Key NFT (a “Dispute”) will be resolved through **final and binding arbitration**, rather than in court, **except as explicitly provided below.**

**Binding Arbitration:** You and the Company agree that **any Dispute** (except for the specific matters stated below) shall be **resolved exclusively by binding arbitration** on an individual basis. **You are waiving your right to a jury trial and to have your dispute decided by a judge or jury in a court.** The arbitration will be administered by a neutral arbitration organization (such as the International Chamber of Commerce or a similar international arbitration body) as mutually agreed upon by the parties, or if no agreement, then by a reputable arbitration forum chosen by the Company. The arbitration shall be conducted in the English language. **The seat or legal place of arbitration shall be Panama City, Panama,** and Panamanian law (as set forth in Section 9 below) shall govern these Terms and be applied by the arbitrator to the merits of any dispute. The arbitrator will have authority to grant any remedy that would otherwise be available in court, provided that the arbitrator’s authority is limited to the parties alone (and may not affect other persons or the public).

**No Class Actions:** **All disputes must be pursued on an individual basis only.** **You and the Company agree that neither party shall participate in a class action or class-wide arbitration for any claims covered by this agreement.** This means **you cannot bring a claim as a plaintiff or class member** in a class, consolidated, or representative action, and **the arbitrator may not consolidate** more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and **only to the extent necessary to provide relief warranted by that party’s individual claim.**

**Exceptions:** Notwithstanding the above, nothing in this arbitration agreement will prevent either you or the Company from (a) seeking **emergency injunctive relief** or other provisional remedies from a court of competent jurisdiction, as necessary to prevent irreparable harm (for example, enforcement of intellectual property rights or protection of confidential information), or (b) **filing an individual action in a small claims court** for disputes or claims within the scope of that court’s jurisdiction (provided the claim remains on an individual, non-class basis). In addition, **agreement to arbitrate will not be construed as a waiver of any rights that cannot be waived under applicable law**, such as certain statutory rights you might have as a consumer.

**Arbitration Procedures:** To begin an arbitration proceeding, the party desiring to pursue a dispute must send a written notice of their claim and their intent to arbitrate to the other party. The arbitration shall be conducted in accordance with the chosen arbitration organization’s rules for commercial disputes in effect at the time the arbitration is initiated, except as those rules conflict with this section. If the arbitration organization requires any fees for initiating the arbitration, the payment of those fees will be as required by the organization’s rules or as agreed by the parties. Each party will bear its own attorneys’ fees and costs unless the arbitrator rules otherwise or applicable law requires otherwise. The decision of the arbitrator will be **confidential, final, and binding** on the parties, and may be entered as a judgment in any court of competent jurisdiction.

**Opt-Out Right:** *If you are a consumer entitled to certain protections under applicable law, you may have the right to opt out of this arbitration agreement within a certain time frame.* For example, if you reside in a jurisdiction that does not permit mandatory arbitration of consumer disputes, this agreement may not apply to you. To the extent a court of competent jurisdiction finds this arbitration agreement invalid or inapplicable, you and the Company **agree to the exclusive jurisdiction of the courts of Panama City, Panama** for the resolution of any dispute, and you waive any objection to such venue, without prejudice to the Company’s right to seek injunctive relief in any appropriate jurisdiction.

**WAIVER OF JURY TRIAL:** **If for any reason a Dispute proceeds in court rather than arbitration, you and the Company each waive any right to a jury trial** to the fullest extent permitted by law. You also agree that any such court proceeding will be conducted on an individual basis and not as a class action or other representative claim, which is explicitly waived as noted above.

9\. Governing Law

**Governing Law:** These Terms, and any dispute between you and the Company, shall be governed by and construed in accordance with the laws of the **Republic of Panama**, without giving effect to any choice of law or conflict of law rules that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) **does not** apply to these Terms or the sale of the NFT.

**Jurisdiction for Non-Arbitrable Claims:** Subject to the arbitration agreement above, if any dispute arises between the parties that is found by a competent court or arbitral tribunal not to be subject to arbitration (or if the arbitration clause is unenforceable in your jurisdiction), then such dispute may only be brought in the **courts located in Panama City, Republic of Panama**, and each party consents to the personal jurisdiction and venue of those courts for such purposes. You agree to waive any objection based on inconvenient forum (“forum non conveniens”) or lack of jurisdiction for such courts. This Section 9 is subject to the “No Class Actions” clause above, meaning any court adjudication will also be on an individual basis only.

10\. Miscellaneous Provisions

**No Partnership; Independent Parties:** You and the Company are independent parties. Nothing in these Terms shall be deemed to create any joint venture, partnership, employment, or agency relationship between us. You have no authority to make or accept any offers or representations on behalf of the Company except as explicitly authorized.

**Entire Agreement:** These Terms (including any documents or policies referenced herein, such as the Benefit Description and any additional program terms for specific benefits) constitute the **entire agreement** between you and the Company regarding the subject matter (the NFT sale and related rights) and supersede all prior or contemporaneous understandings and agreements, whether written or oral, regarding that subject matter. **No oral or written information or advice given by the Company or its representatives** shall create any additional obligations or warranties beyond those expressly stated herein. You acknowledge that you have not relied on any representation that is not expressly set forth in these Terms.

**Modifications to Terms:** The Company reserves the right to **update or modify** these Terms at any time if it deems necessary to do so (for example, to address changes in law or new features of the NFT). If we make material changes, we will post the revised Terms on our website (and/or notify holders through other reasonable means). **Any continued holding or use of the Founders Key NFT or receipt of benefits after the effective date of the updated Terms will constitute your acceptance of the revised Terms.** If you do not agree to the revised Terms, your sole remedy is to refrain from using the NFT or its benefits and, if applicable, to transfer or sell your NFT to someone who does agree to the Terms. For initial purchasers, the Terms in effect at the time of your purchase will apply to that purchase; however, if you later assent to updated Terms (for example by claiming new benefits or continuing to hold the NFT after being informed of changes), the updated Terms will govern going forward.

**Severability:** If any provision of these Terms is held to be invalid, illegal, void, or unenforceable by a court or arbitrator of competent jurisdiction, then such provision shall be deemed **severed** from these Terms and shall not affect the validity or enforceability of the remaining provisions of these Terms. The parties will endeavor in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that, to the maximum extent permitted, achieves the intended purpose of the original provision.

**No Waiver:** The failure of the Company to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. Any waiver by the Company of any provision of these Terms must be made in writing and signed by an authorized representative of the Company. A waiver of any term or condition on one occasion shall not be deemed a waiver of any other term or of the same term on any other occasion.

**Assignment:** You may **not assign or transfer** any of your rights or obligations under these Terms (apart from transferring the NFT in accordance with Section 4, in which case the Terms will bind the new owner as stated). Any attempted assignment by you in violation of these Terms shall be null and void. The Company may freely **assign or transfer** these Terms (in whole or in part) to any of its affiliates or in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law, and you hereby consent to such assignment. These Terms shall be binding on and inure to the benefit of the parties and their permitted successors and assigns.

**No Third-Party Beneficiaries:** Except as expressly provided herein (for example, the protections of Company Parties in Section 7), nothing in these Terms is intended to confer upon any person other than the parties hereto any rights or remedies. Only you and the Company (and permitted assigns) are entitled to enforce these Terms.

**Communications:** You agree that any communications, notices, and agreements between you and the Company may be conducted electronically. We may contact you via the email address or blockchain wallet address/ID you provided for the sale, or through postings on our official website, regarding important information about your purchase or these Terms.

**Contact Information:** If you have any questions or concerns about these Terms or the Founders Key NFT, you may contact the Company at **<contact@krain.ai>** or through our official support channels listed on the Krain website. Any notices to the Company should be sent to our registered address or principal business address in Panama, with a copy emailed to the address above.

By purchasing the Krain Founders Key NFT, **you acknowledge that you have read, understood, and agreed to these Terms and Conditions**. Thank you for your support and welcome to the Krain community!
