Please read these Airdrop Terms carefully before interacting with or otherwise using the registration features of the website located at airdrop.babylon.foundation as of the date above or the API used to register for the BABY airdrop referred to here airdrop-api.babylon.foundation (each and together, the "Registration Portal") as they apply to you and each individual, entity, group, or association (each and collectively, "you", "your") who view, interacts with, links to, or otherwise use the Registration Portal.
Your use of the Registration Portal serves as your acceptance of these Airdrop Terms. You agree to comply with all of these Airdrop Terms. You are entering into this agreement with Cuneiform Assets Ltd. ("we", "our"), which is the entity conducting the Airdrop and distributing Tokens.
If you do not meet the eligibility requirements set out on the Registration Portal or are otherwise not in compliance with these Airdrop Terms, you must not interact with, or access, or otherwise use the Registration Portal. Please note that the registration process will not work with all wallets or hardware security devices.
EVEN IF YOU MEET THE ELIGIBILITY CRITERIA ON THE REGISTRATION PORTAL AND COMPLY WITH THESE AIRDROP TERMS, WE RESERVE THE RIGHT AT ALL TIMES TO REVOKE YOUR ELIGIBILITY TO PARTICIPATE IN THE AIRDROP AT ANY TIME IN WHOLE OR IN PART, WITH OR WITHOUT CAUSE.
CLAUSE 1. DEFINITIONS AND INTERPRETATION
"Affiliates" means, with respect to any specified Person, any director, officer, partner, member, agent, advisor, contractor or employee of such Person and any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, that Person.
"Airdrop" means the registration process for Persons to receive Tokens from the Issuer, and the distribution of Tokens to those Persons.
"Applicable Law" means all applicable laws, acts, statutes, ordinances, rules, regulations, judgments, injunctions, orders, treaties, sanctions, administrative acts, and decrees of any relevant jurisdiction.
"Babylon Genesis" means the blockchain currently referred to as Babylon Genesis, which is designed as a Bitcoin-secured network and utilizes the Token.
"Issuer" means Cuneiform Assets Ltd., a British Virgin Islands business company with limited liability and having its registered office situated at c/o SHRM Trustees (BVI) Limited of Trinity Chambers, PO Box 4301, Road Town, Tortola.
"Token" means the Issuer's cryptographic tokens known as $BABY tokens, as described further in the Information Materials.
"U.S. Person" means any U.S. citizen or U.S. Person as defined in 17 CFR § 230.902; any natural person resident in the United States of America; any partnership or corporation organized or incorporated under the laws of the United States of America; or any other entity meeting the definition under applicable U.S. securities laws.
CLAUSE 2. TERMS AND CONDITIONS, STATUS, AND ACCEPTANCE
2.1. Binding Agreement
These Airdrop Terms constitute a legally binding obligation on you effective upon the earlier to occur of the date and time: (i) you click the check box on the Registration Portal to indicate that you have read, understand, and agree to these Airdrop Terms; (ii) you participate in the Airdrop hosted by the Issuer; (iii) you receive any Tokens from the Issuer Group or from any third party; or (iv) have any Tokens registered or recorded in a manner associated with your wallet or wallets.
2.2. Rights and Obligations
These Airdrop Terms define the rights and obligations of the Parties in relation to the Tokens and your registration to participate in the Airdrop and receive and/or use Tokens.
2.3. Compliance Requirement
You must carefully read and agree to comply with these Airdrop Terms before registering or using any of the Tokens and/or using the Platform.
2.4. Acceptance
By participating in the Airdrop, including by registering or undertaking any activities which qualify you to receive Tokens and/or using the Platform, you are confirming to each member of the Issuer Group that you have fully read, understand, and irrevocably accept these Airdrop Terms.
2.5. No Guarantee of Tokens
Registering for the Airdrop does not guarantee that you will receive Tokens or create an obligation for the Issuer Group to give you Tokens. Your participation is subject to passing anti-money laundering, counter-terrorism financing, and other diligence and eligibility checks.
CLAUSE 3. LIMITATIONS ON REGISTRATION AND RECEIPT OF TOKENS
TOKENS ARE ONLY INTENDED TO BE RECEIVED BY THOSE PERSONS WHO ARE KNOWLEDGEABLE AND EXPERIENCED IN CRYPTOGRAPHIC TECHNOLOGIES. BY REGISTERING FOR THE AIRDROP, RECEIVING, HOLDING, OR USING THE TOKENS, YOU ACKNOWLEDGE THAT TRANSACTIONS USING CRYPTOGRAPHIC TECHNOLOGIES ARE INHERENTLY EXPERIMENTAL AND VOLATILE AND YOU AGREE TO ACCEPT THAT RISK.
3.1. Risk Acknowledgment
You acknowledge and agree that the Issuer Group is not liable for any loss that you may suffer or incur, and further acknowledge, accept, and assume all risks associated with the Tokens and the Platform.
3.2. Prohibited Persons
Tokens are intended to be delivered only to persons that are not prohibited persons and by registering you warrant that you are not a prohibited person.
3.3. Regulatory Compliance
The airdrop registration is solely available on the basis that the tokens do not require that a prospectus be prepared in any permitted jurisdiction nor that any other disclosure or registration requirements be met.
CLAUSE 4. GENERAL
4.1. Effectiveness
These Airdrop Terms are effective and binding on you, and the covenants, representations, and warranties set out herein are repeated each time you use the Tokens for any purpose or use or access the Platform.
4.2. Prohibited Persons
You shall not register or seek to register to participate in the Airdrop and receive Tokens or access or use, or seek to access or use, the Platform if you are a Prohibited Person.
4.4. Amendments
We may change, add, remove, or modify these Airdrop Terms including any provisions in these Airdrop Terms, at any time in our sole discretion. If we do, we will post the changes on this page and will indicate at the top of this page the date these Airdrop Terms were last revised.
CLAUSE 5. REPRESENTATIONS AND WARRANTIES; COVENANTS
5.1. Your Representations
You represent and warrant that on the date hereof:
- You are not a Prohibited Person
- You have legal capacity in the jurisdiction where you are a resident
- You are fully able and legally competent to access and use the Platform
- You will not violate any Applicable Law by entering into these Airdrop Terms
- You have all necessary and relevant experience and knowledge to interact with Cryptographic Technologies
- You are aware of all the merits, risks, and any restrictions associated with Cryptographic Technologies
CLAUSE 6. RISKS OF TOKENS AND LIMITATIONS OF LIABILITIES
6.1. Risk Acknowledgment
You understand and acknowledge that Tokens and Cryptographic Technologies are not exclusively controlled by the Issuer Group, and adverse changes in market forces or the technology may prevent or compromise the Issuer's performance under these Airdrop Terms.
6.2. Risk Factors
You do hereby confirm that you have read and fully understood the risk factors and accept the risks identified therein.
CLAUSE 7. DISCLAIMER OF WARRANTIES
THE PLATFORM AND ANY DELIVERED TOKENS ARE PROVIDED TO THE FULLEST EXTENT LEGALLY PERMISSIBLE TO YOU "AS IS" AND ON AN "AS AVAILABLE" BASIS WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER STATUTORY, EXPRESSED, OR IMPLIED.
CLAUSE 8. LIMITATION OF LIABILITY
ALL DELIVERIES OF TOKENS FROM THE ISSUER GROUP ARE FINAL AND NON-REFUNDABLE. BY REGISTERING FOR THE AIRDROP AND RECEIVING TOKENS FROM THE ISSUER GROUP, YOU ACKNOWLEDGE AND AGREE THAT NONE OF THE ISSUER GROUP NOR ANY OF THE FOUNDERS OF THE ISSUER GROUP NOR ANY OF THEIR PAST, PRESENT, OR FUTURE AFFILIATES ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON.
CLAUSE 9. INDEMNITY
You do hereby, to the fullest extent permitted by Applicable Law, indemnify, defend, and hold the Issuer and each other Relevant Party harmless from and against any and all loss, penalty, claim, damage, liability, or expense whatsoever due to or arising out of or based upon any inaccurate representation or warranty made by you, or breach or failure by you to comply with any covenant or agreement made by you in these Airdrop Terms.
CLAUSE 10. INTELLECTUAL PROPERTY RIGHTS
10.1. Ownership
You acknowledge as between you and the Issuer Group that the Issuer Group has valid, unrestricted, and exclusive ownership of all rights, title, and interest to use the patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology, and other intellectual property rights to and subsisting in the Platform, Tokens, and the Registration Portal.
CLAUSE 11. THIRD-PARTY CONTENT
The Platform may contain links to third-party websites and services. Such links are provided for your convenience. Neither the Issuer Group nor the Platform Operator shall be considered to make any recommendation or endorsement of any third-party website or its content unless expressly stated.
CLAUSE 12. APPLICABLE LAW AND DISPUTE RESOLUTION
12.1. Arbitration Agreement
Please read the arbitration provisions in this Section 12 of these Airdrop Terms carefully. It requires you to arbitrate disputes with the Issuer Group and limits the manner in which you can seek relief from the Issuer Parties.
12.2. Informal Dispute Resolution
There might be instances when a dispute arises between you and the Issuer Parties. If that happens, you may send a written Notice of Dispute by email to us at [email protected].
12.3. Applicability of Arbitration Agreement
All unresolved disputes, claims, or controversies arising out of or relating to any of the Tokens, the Airdrop, the Airdrop Portal, or these Airdrop Terms will be finally and exclusively settled by arbitration administered by the London Court of International Arbitration ("LCIA").
CLAUSE 13. GOVERNING LAW
These Airdrop Terms and any action related thereto will be governed by the laws of the Cayman Islands, without regard to the principles of conflict of laws.
CLAUSE 14. MISCELLANEOUS
14.1. Content; Permitted Use
Unless otherwise noted, all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code contained in the Services is owned, controlled or licensed by or to us and is protected by trade dress, copyright, patent and trademark laws.
14.2. No Warranty, No Representations
The Registration Portal and Platform are provided on an "AS IS" and "AS AVAILABLE" basis. Your access and use of these are at your own risk.
14.3. License
Subject to these Airdrop Terms and your compliance with these Airdrop Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, personal, revocable license, limited as set forth in these Airdrop Terms, to use the Registration Portal.
14.4. Limitation of Liability
Except to the extent otherwise required by applicable law, under no circumstances will any of the Provider Parties be responsible or liable under any theory of liability for any damages of any kind arising from or relating to these Airdrop Terms or the Registration Portal or Platform.
14.5. Copyright
If you are a copyright owner and believe that any Content on the Registration Portal infringes upon your copyrights, you may submit a notification to us via email at [email protected].
14.6. Third-Party Rights
Notwithstanding anything to the contrary in the Airdrop Terms or elsewhere, you hereby acknowledge and agree that each Relevant Party may, in their own name and right, exercise their rights and/or enforce any term of the Airdrop Terms that confers a benefit on that Relevant Party.
14.7. Security
The Registration Portal does not provide you with a crypto wallet. You will need to use a third-party wallet provider. You must at all times remain the only person who has control over your private key, digital wallet, and any other device associated with the registration to participate in the Airdrop and receipt of Tokens.
14.8. Suspension
The Issuer Group may be entirely unable to suspend anyone's access to the Platform. However, notwithstanding anything contained herein, the Issuer Group reserves the right, without notice and in its sole and absolute discretion, to suspend your right to access the Platform.
14.9. Applicability of Securities Laws
References to the securities laws of any country or actions in compliance with such laws shall not be deemed an admission by the Issuer that the Tokens are subject to regulation as securities in any jurisdiction.
14.10. Entire Agreement
Unless otherwise provided, these Airdrop Terms are intended to fully reflect the terms of the agreement between the Parties and shall supersede any previously or contemporaneously agreed-upon terms or understanding.
14.11. Assignment
The Issuer may, at its sole and absolute discretion, assign any of its rights and/or delegate its duties under these Airdrop Terms. You may not assign your rights or delegate your duties as a user of the Platform, or as a claimant of Tokens.
14.12. Severability
In the event any one or more of the provisions of these Airdrop Terms are for any reason held to be invalid, illegal, or unenforceable in any jurisdiction, in whole or in part or in any respect, such provision(s) shall be deemed modified to the minimum extent necessary.
14.13. Electronic Notices and Use of Information
You agree and consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures that the Issuer Group provides in connection with your use of the Platform.
14.14. Information Requests
The Issuer Group may determine, from time to time and in its sole and absolute discretion, that it is necessary to obtain certain information about you and your Affiliates in order to comply with Applicable Laws in connection with your entry into these Airdrop Terms and your subsequent holding of Tokens.
14.15. Tax Issues
The Issuer Group makes no representations concerning the tax implications of the distribution of Tokens or the possession or use of them. You bear the sole and absolute responsibility to determine if the claim of Tokens or the potential appreciation or depreciation in the value of Tokens over time has tax implications for you in your home jurisdiction or any other jurisdiction.
14.16. Force Majeure Events
The Issuer Group shall not be liable for any loss or damage arising from any event beyond the Issuer Group's reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, pandemic, riot, labor dispute, accident, action of Governmental Authorities, communications, power failure, or equipment or software malfunction.
14.17. Compliance Policies
The Issuer Group strictly follows applicable anti-money laundering (AML), "know your customer" (KYC), and other Applicable Laws in the British Virgin Islands. You fully agree to assist the Issuer Group in fulfilling the obligations of any Applicable Law.
14.18. Further Assistance
You shall cooperate with and assist the Issuer Group in connection with any investigation, examination, or inquiry by any Governmental Authority.
14.19. Limited Recourse
Notwithstanding any other provision of these Airdrop Terms, any obligations of the Issuer hereunder are limited recourse obligations of the Issuer payable solely from the Tokens.
14.20. Non-Petition
Notwithstanding any other provision of these Airdrop Terms, you may not institute against, or join any other Person in instituting against, the Issuer Group any bankruptcy, reorganization, arrangement, insolvency, winding-up, moratorium, or liquidation Proceedings.
14.21. Interpretation
Headings are for convenience only and shall not be used to limit or construe any provisions of these Airdrop Terms. The word "or" as used in this Airdrop Terms has an inclusive meaning, equivalent to "and/or".
SCHEDULE 1 - LIST OF PROHIBITED JURISDICTIONS
The following jurisdictions are prohibited from participating in the airdrop:
- Afghanistan
- Belarus
- Bosnia and Herzegovina
- Burundi
- Central African Republic
- Crimea
- Cuba
- Democratic People's Republic of Korea (North Korea)
- Democratic Republic of the Congo
- Donetsk Region of Ukraine
- Eritrea
- Guinea
- Guinea-Bissau
- Haiti
- Iran
- Iraq
- Lebanon
- Libya
- Ukraine
- Mali
- Myanmar
- Nicaragua
- Russia
- Somalia
- South Sudan
- Sudan
- Syria
- Venezuela
- Yemen
- Zimbabwe
- The United States of America, Canada, Australia, and China
- Any jurisdiction in which the entry into these Airdrop Terms or the ownership of the Tokens or the use of the Platform is prohibited by Applicable Law
- Any jurisdiction which is subject to sanctions or embargoes by the United Kingdom, United States, or the United Nations, or other applicable sanctions or embargoes
The Issuer reserves the right to add any additional jurisdictions at any time and without prior notice.
SCHEDULE 2 - RISK DISCLOSURES: CERTAIN RISK FACTORS
ACQUIRING TOKENS INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE CLAIMANTS SHOULD CONSIDER CAREFULLY THE RISKS DESCRIBED HEREIN, TOGETHER WITH ALL OF THE OTHER INFORMATION CONTAINED IN THESE AIRDROP TERMS AND THE INFORMATION MATERIALS BEFORE MAKING A DECISION TO REGISTER FOR THE AIRDROP OR RECEIVE TOKENS.
Key Risk Factors Include:
- Reliance on Developers: The Issuer may enter into service agreements with software developers who will provide services with respect to the development and distribution of the Tokens.
- Risk of Losing Access to Tokens Due to Wallet Incompatibility: Your cryptocurrency wallet must possess technical infrastructure that is compatible with the receipt, storage, and transfer of the Tokens.
- Risks Associated with the Blockchain Protocols: Any malfunction, breakdown, abandonment, unintended function, unexpected functioning of, or attack on the protocol upon which the Tokens are issued may have an adverse effect on the Tokens.
- Risks Associated with your Credentials: Any third party that gains access to or learns of your wallet login credentials or private keys may be able to dispose of your Tokens.
- Risk of Unfavorable Regulatory Action: Cryptographic Technologies have been the subject of scrutiny by various regulatory bodies around the world.
- Risk of Alternative, Unofficial Platforms: Following the distribution of the Tokens, it is possible that alternative applications or platforms could be established.
- Token Generation Risk and Risk of Insufficient Interest: There are no guarantees as to the timing of the Tokens being integrated into the Platform.
- No Operating History: The Issuer has no operating history and will be operating in an evolving industry that may not develop as expected.
- Risk that the Platform Will Not Meet Expectations: The Platform presently is under continued development and may undergo significant changes.
- Litigation and Third-Party Claims: From time to time, third parties may assert claims against the Issuer, its developers, and/or its underlying technology.
- The Value of the Tokens Will Be Affected by the Success of the Platform: Because the Tokens are intended for use on the Platform, a failure by the owner of the Platform to successfully develop and/or maintain the Platform would negatively affect the value of the Tokens.
- Long-Term Viability of Cryptoassets: Cryptoassets, including those like the Tokens, are a new and relatively untested product.
- Further Innovations in the Cryptoasset Industry: The development and acceptance of the cryptographic and algorithmic protocols governing the issuance of, and transactions in, cryptoassets is subject to a variety of factors that are difficult to evaluate and predict.
- Inability to Fund Development or Maintenance: The Issuer may not be able to fund development of the Tokens, while the owner of the Platform may not be able to develop or maintain the Platform in the manner that it was intended.
- Risks from Taxation: The tax characterization of the Tokens is uncertain.
- Risk of Theft and Hacking: Smart contracts, software applications, and the Platform may be exposed to attacks by hackers or other individuals.
- Risk of Security Weaknesses in the Platform: The Platform consists, at least in part, of open-source software that may be based on other open-source software.
- Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Advances in cryptography, or technical advances such as the development of quantum computing, could present risks to cryptocurrencies and the Platform protocol.
- Risk of Lack of Adoption or Use of the Platform: While the Tokens should not be viewed as an investment, they may have value over time.
- Risk of an Illiquid Market for Tokens: There may never be any marketplace for Tokens.
- Risk of Dissolution of the Platform: It is possible that, due to any number of reasons, the Platform may no longer be viable as a business or otherwise and may dissolve or fail to maintain commercial or legal viability.
- Risk of Malfunction in the Platform: It is possible that the Platform malfunctions in an unfavorable way, including one that results in the loss of the Tokens.
- Risk Arising from Lack of Governance Rights: To the extent the Tokens confer no governance functionality or only limited governance rights with respect to the Platform, substantially all decisions involving the Platform can be made by those with such governance capabilities.
- Risks Associated with Incomplete Information: You will not have full access to all the information relevant to the Issuer, the Tokens, and/or the Platform.
- No Fiduciary Relationship: The holders of Tokens will not be in any fiduciary, partnership, trustee, agency, or similar relationship with the Issuer Group.
- Changes to Token and Platform for Legal Compliance: In order to seek compliance with any laws, the Issuer may in its sole and absolute discretion take such steps as it considers necessary or convenient to comply with such matters.
- Regulation Risk: Regulation of Cryptographic Technologies and cryptocurrency exchanges is currently underdeveloped and is likely to evolve rapidly.
- Representation by Legal Counsel: The legal counsel representing the issuer as to matters of BVI law does not represent any current or prospective investors with respect to an investment in the Tokens.
- Risk of Abandonment / Lack of Success: The Tokens and Platform may be abandoned for a number of reasons, including lack of interest from the public, funding, commercial success or prospects.
- Risk Associated with Markets for Tokens: Any value which anyone ascribe to the Tokens may be extremely volatile and diminish to zero.
- Unanticipated Risks: Cryptographic Technologies are a relatively new and comparatively untested technology. In addition to the risks discussed herein, there are risks that the Issuer cannot anticipate.
BY PARTICIPATING IN ANY REGISTRATION OR RECEIPT OF TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL RISKS RELATED THERETO, INCLUDING (WITHOUT LIMITATION) THE RISKS SET OUT ABOVE.
Please ensure you have read and understood all the terms and conditions before participating in the Airdrop.
Intellectual Property Notification: This document belongs to the Issuer and is protected by copyright laws. Its copying and/or use by any third party in full or in part without prior written consent of the Issuer is strictly prohibited.
If you have any questions or notice any bugs, errors, or violations, you may send any questions regarding the use of the Platform or regarding these Airdrop Terms via the Registration Portal.