TERMS AND CONDITIONS OF THE PT BIDDING EVENT

The following Terms shall govern the obtaining of Tokens between Phemex (the “Phemex”) and you (the “participant”), such process incorporate Dutch Auction Mechanism to be conducted by Phemex. The detailed terms and parameters of the PT BIDDING EVENT (the “EVENT”) shall be announced by Phemex in a separate Announcement. Please read the Terms set out herein carefully in conjunction with any Event Announcement. If you are a Disqualified Person, please note that you are not eligible and you are not to participate in the Event.

Each of you and Phemex shall hereinafter be referred to as a “Party,” and collectively, you and Phemex shall hereinafter be referred to as the “Parties.”

THE TOKENS ARE NOT INTENDED TO CONSTITUTE SECURITIES OF ANY FORM, UNITS IN A BUSINESS TRUST, UNITS IN A COLLECTIVE INVESTMENT SCHEME OR ANY OTHER FORM OF REGULATED INVESTMENT, CAPITAL MARKETS PRODUCT OR INVESTMENT PRODUCT IN ANY JURISDICTION. THIS DOCUMENT AND THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFER DOCUMENT OF ANY SORT AND ARE NOT INTENDED TO CONSTITUTE AN OFFER OF SECURITIES OF ANY FORM, UNITS IN A BUSINESS TRUST, UNITS IN A COLLECTIVE INVESTMENT SCHEME OR ANY OTHER FORM OF REGULATED INVESTMENT, CAPITAL MARKETS PRODUCT OR INVESTMENT PRODUCT, OR A SOLICITATION FOR ANY FORM OF REGULATED INVESTMENT, CAPITAL MARKETS PRODUCT OR INVESTMENT PRODUCT IN ANY JURISDICTION. NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED OF THESE TERMS. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN BY PHEMEX TO OBTAIN SUCH APPROVAL UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES OF ANY JURISDICTION. THE PROVISION OF THESE TERMS TO YOU DOES NOT IMPLY THAT THE APPLICABLE LAWS, REGULATORY REQUIREMENTS OR RULES HAVE BEEN COMPLIED WITH.

BY ACCEPTING THESE TERMS AND PARTICIPATING IN THE EVENT, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS (INCLUDING THE ANNEXES HERETO) AND ANY RELATED EVENT ANNOUNCEMENTS AND YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS, THE RELATED EVENT ANNOUNCEMENTS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PARTICIPATING IN THE EVENT.

The headings in these Terms are included for convenience only and shall not be taken into account in construing these Terms. References to “Sections” and “Annex” are to be construed as references to the sections of and the annexes to these Terms.

The Parties HEREBY AGREE as follows:

1. INTRODUCTION, SCOPE OF TERMS AND DEFINITIONS

1.1 Capitalized terms in these Terms shall bear the meanings as ascribed to them in Annex A.

1.2 These Terms (including the Annexes hereto) and the terms of the Event Announcements shall govern the obtaining of Tokens and locking/unlocking the fund via one or more Event between you and Phemex to be conducted on the Website Address.

2. ELIGIBILITY TO PARTICIPATE IN THE EVENT (DISQUALIFIED PERSONS)

2.1 You shall not participate in the Event and you shall not make any Bids or obtaining any Tokens if there are applicable legal restrictions in your country of residence or domicile or if there are otherwise restrictions or prohibitions under applicable law, regulation or rules that apply to you. It is your sole responsibility to ensure that your participation in the Event is not prohibited, restricted, curtailed, hindered, impaired, or otherwise adversely affected in any way by any applicable law, regulation, or rule that applies to you in your country of residence, domicile or otherwise.

2.2 You are not eligible, and you are not permitted, to participate in the Event if:

(a) you are an individual who is citizen, domiciled in, resident of, or physically present / located in an Excluded Jurisdiction;

(b) you are a body corporate that (i) is incorporated in, or operates out of, an Excluded Jurisdiction;

(d) you are a person who is otherwise prohibited or ineligible in any way, whether in full or in part, from participating in the Event by applicable law, regulation, rule or otherwise; or

collectively, the “Disqualified Persons”.

2.3 Only participants who are not Disqualified Persons and who have successfully passed KYC verification shall be eligible to participate in the Event and obtaining Tokens. You understand and agree that these Terms and any other documentation received or accessed by you in connection with the Event and Tokens are confidential documents that may not be shared with any other person without the consent of Phemex.

3. MECHANICS OF THE EVENT – HOW EVENT WORK

3.1 Announcements relating to the Event shall be posted on the Event Website, the Channels, and our Website and may sent to the email address provided by you in your Phemex Account (“Event Announcement”).

3.2 Phemex shall conduct the Event on the Event Website (or the “PT Bidding Event”). At the Event, a fixed number of Tokens (the “Token Supply”) are available for the amount of time Bids are accepted (the “Period”). During the Event, the price of Tokens starts at an initial price (the “Starting Price”) and continues to drop until it hits a reserve price (the “Reserve Price”) or the entire Token Supply is sold at the Clearing Price (defined below). In the Event, the Price per Token declines linearly over time until it reaches the Reserve Price (the “Price Decay”).

3.3 The parameters shall be determined by Phemex and displayed on the Website prior to the commencement of the Event. The Website shall set forth the following parameters:

(a) Starting Price;

(b) Reserve Price;

(d) Total Token Supply; and

(e) the Period.

3.4 You may, at any time during the Biding Period, make Valid Bids for Tokens from your Account by specifying the amount of USDT consideration you are willing to be locked, in accordance with these Terms.

3.5 For the purpose of these Terms, only Valid Bids shall be considered by Phemex for the purposes of the Event.

A “Valid Bid” shall match all of the following criteria, as determined by Phemex in its sole and absolute discretion:

(a) the Bid was placed through and appears on the Phemex Website;

(b) the price for the Bid shall be set at the current Price;

(d) the Bidder’s Account has sufficient funds to place such Bid; and

(e) the Bid occurs during the Period for Event before the entire Token Supply is allocated to Valid Bids and is in compliance with these Terms and procedures.

3.6 The Event shall end upon the fulfilment of one of the following conditions, whichever is the earlier:

(a) the total amount of Valid Bids divided by the Price for the last Valid Bid (the “Clearing Price”) is equal to or exceeds the bidding allocation (“Early Target Fulfilment”). In the event of an Early Target Fulfilment, the Canival may be deemed closed by Phemex. If the number of Valid Bids exceeds the Token Supply, then Valid Bids will be fulfilled on a first-come, first-serve basis; or

(b) The Clearing Price reaches the reserve price; or

3.7 All participants with Valid Bids shall obtain their Allocated Tokens at the same Clearing Price.

3.8 The Clearing Price for each Valid Bid in Event shall be determined at the end of the Period in two scenarios:

(a) the entire Token Supply has been allocated based on the total number of Valid Bids during the Event and Early Target Fulfilment reaches; or

(b) the Period has expired or the Event is earlier terminated for any other reason.

3.9 In both scenarios described in section 3.8 (a) & (b), the Clearing Price for all successful Valid Bids shall be the same as the lowest successful Valid Bid. All successful bidders with Valid Bids shall lock the same USDT price per Token.

3.10 Valid Bids are considered by their order of appearance on the Website. Each of your Valid Bids shall contain the total USDT value you consent to spend for that Bid based on the current Price. If you make more than one Valid Bid, your Bids would be considered independently based on their order of appearance on the Website.

3.11 You acknowledge and agree that each of your Valid Bids in the Event, insofar as such Valid Bids appear before the entire Token Supply is allocated to participants, shall be irrevocable and shall be deemed to be an irrevocable offer to obtain Tokens on the basis of the Clearing Price and these Terms.

3.12 There are two possible outcomes if you make a Valid Bid at the Event:

(a) Your Valid Bids appear after the entire Token Supply is allocated to Valid Bids. In this case, you will not enter into a binding agreement under these Terms and your Valid Bids shall be deemed null and void; or

(b) Your Valid Bids appear before the entire Token Supply is sold. In this case, a binding agreement for locking USDT and obtaining PT shall occur under these Terms and you shall receive your Allocated Tokens based on the Clearing Price on or before the Token Generation Event (the “post Event Settlement Date”).

3.13 Upon confirmation of a Valid Bid, you agree that Phemex shall be entitled to lock the Clearing Price multiplied by your Allocated Tokens from your Available Funds in your Phemex Account on the post Settlement Date.

3.14 Bids sent after the Period expires shall fail, be deemed null, void and of no effect and Phemex shall have no obligations in any form or manner whatsoever to you in respect of such attempted bid. You hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against Phemex and the Indemnified Persons in connection with or arising from such attempted bid, and shall further hold harmless, Phemex and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such attempted bid.

4. FUNDING YOUR PHEMEX ACCOUNT

4.1 You will need to create a user account on the Phemex Website to participate in the Event (“Account”). Participation in the Event encourages pre-funding your Account with USD or USDT (“Funds”). You shall deposit sufficient Funds in a timely manner in the Account in order to be able to participate in the Event.

4.2 It shall be your sole responsibility to ensure (i) that the amount of bank charges, remittance fees, transaction fees, administrative charges, and/or any other fees payable in connection with your transfer to fund the Account is sufficient for your Bids; and (ii) the amount of transaction fees paid by you in connection with your transfer to fund the Account is sufficient for your transfer to be validated and verified on the relevant blockchain as a successful and complete transfer.

4.3 Any transfer to fund your Account shall be made only to the Designated Address and no other address. In the event that any transfer is made to any address or place other than the Designated Address, you agree and acknowledge that:

(a) Phemex does not, and is under no obligation to, maintain or monitor such other address, and such transfers will be deemed not to be received by the Event Website or Phemex and shall be regarded by Phemex as invalid transfers, and Phemex shall not be under any obligation whatsoever to deliver any Tokens to you or to provide any refund for any transfers made by you;

(b) Phemex shall have no obligations in any form or manner whatsoever to you in respect of such transfer; and

(c) you hereby waive all rights, claims, and/or cause of action (present or future) under law (including any tortious claims) or contract against Phemex and the Indemnified Persons in connection with or arising from such attempted transfer, and shall further hold harmless, Phemex and the Indemnified Persons from and against any and all losses, injuries, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such attempted transfer or transfer.

4.4 There is no minimum balance required for an Account, but you may only use the amount credited in your Account to make Bids. All Bids shall be subject to the Reserve Price and other terms indicated herein and on the Website. In order to Bid, the available funds credited to your Account shall be equal to or higher than your Bid. Available funds are funds credited to your Account less any portion which has been applied towards any of your payment obligations under these Terms or pursuant to any prior Valid Bids (“Available Funds”).

4.5 All Available Funds committed in Valid Bids are locked during live Event until the post Event Settlement Date. During this period, Available Funds committed in Valid Bids shall become unavailable and Phemex or its authorized agents shall apply any such Funds or portion thereof towards the Clearing Price on or before the post Event Settlement Date.

4.6 After locking USDT in your Wallet, the Allocated Tokens obtained during shall be transferred to your Phemex Wallet address specified in your Account no later than the post Event Settlement Date.

4.7 Your participation in the Event is subject to your compliance with these Terms, and those set forth on the Phemex Website, and any other terms and conditions communicated to you from time to time or referred to in these Terms. In event of any non-compliance with any such terms and conditions, we may, at our absolute discretion, refuse or suspend your participation in the Event or cancel the delivery of Tokens obtained by you during the Event.

5. RESPONSIBILITY TO ESTABLISH AND MAINTAIN CRYPTOCURRENCY WALLET AND ACQUIROR BANK ACCOUNT

5.1 For the purposes of funding your Phemex Account and the receipt of any refunds (where applicable) under these Terms, you shall have the sole responsibility to establish and maintain a valid and operational bank account (“Acquiror Bank Account”) or appropriate cryptocurrency wallet to and from which USD, or USDT (as the case may be) may be transferred.

5.2 For purposes of your receipt of Tokens, you shall have the sole responsibility to establish and/or maintain, in fully operational, secure and valid status, access to a your Wallet address and maintain, in your fully secure possession, the credentials for accessing such wallet and the private key of such wallet; in no event shall Phemex bear any responsibility for securing your Wallet, private keys, credentials nor shall Phemex bear any responsibility for ensuring your control and custody over your Tokens.

5.3 In the event of any loss, hack, or theft of private keys or cryptocurrencies from any of the cryptocurrency wallets used by you, you acknowledge and confirm that you shall have no right(s), claim(s), or causes of action in any way whatsoever against Phemex and any of the Indemnified Persons and shall further hold harmless, Phemex and the Indemnified Persons from and against any and all losses, injuries, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such loss, hack or theft.

6. DELIVERY OF TOKENS; RIGHTS OF TOKEN HOLDERS; TRANSFER RESTRICTIONS

6.1 Phemex shall, on a commercially reasonable efforts basis, deliver the Tokens for Valid Bids, to your Phemex Wallet address registered, on a date falling no later than the post Settlement Date or such other later date as may be announced by Phemex in a Event Announcement. Tokens shall be deemed to be received by you upon validation and verification of receipt of Tokens in your Wallet Address as recorded on Phemex.

6.2 The delivery of the Allocated Tokens to you in accordance with Section 6.1 and the continued use of Tokens shall be subject to your continued compliance with these Terms, including the representations and warranties at Section 9 being true and correct at all times that you hold, possess, control, use, transfer or otherwise interact with the Tokens.

6.3 You understand and expressly accept that the Tokens are “UNDER DEVELOPMENT” and will be created and delivered to you on an “AS IS” basis and without any express or implied representation or warranty, except as expressly provided herein. Phemex and the Indemnified Parties expressly disclaim all implied warranties as to the Tokens, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Phemex and the Indemnified Parties do not represent or warrant that the Tokens will be reliable, current or error-free, or will meet your requirements, or that defects in the Tokens will be corrected. Phemex and the Indemnified Parties cannot and do not represent or warrant that the delivery mechanism for the Tokens will be free of viruses or other harmful components. THE RISK OF LOSS IN BUYING, HOLDING AND TRADING DIGITAL ASSETS AND RIGHTS THEREIN, INCLUDING THE TOKENS, CAN BE IMMEDIATE AND SUBSTANTIAL. THERE IS NO GUARANTEE AGAINST LOSSES FROM PARTICIPATING. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER TRADING OR HOLDING CRYPTOCURRENCIES IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION.

6.4 Holders of Tokens may use the Tokens to access certain functions within the Phemex as described in the Whitepapers and the Tokens carry no other rights, express or implied, in relation to you, to Phemex, or to any other person or entity. You understand and accept that Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to Phemex and its corporate affiliates, including the governance of Phemex and any of its corporate affiliates, subject to limitations and conditions in these Terms. Tokens are not intended to be a digital currency, security, investment contract, or any kind of financial instrument.

6.5 To the extent that Phemex determines, in its sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable laws, regulations or rules in connection with the Event under these Terms, you shall provide such information promptly upon such request in such form or manner as Phemex may require, and you acknowledge and accept that Phemex may refuse to accept any Bids or withhold delivery of Tokens or process a refund/unlocking to you until such requested information has been provided to the satisfaction of Phemex.

7. WITHDRAWALS, CANCELLATIONS, REJECTION OF BIDS AND ABORTION OF EVENT

7.1 Notwithstanding anything in these Terms to the contrary, Phemex reserves the right, in its sole and absolute discretion, to reject any Valid Bids at any time after your acceptance of these Terms and prior to the delivery of Tokens. Phemex further reserves the right, in its sole and absolute discretion, to treat the Event and any Bids or Valid Bids therein as being invalid, notwithstanding any delivery of Tokens which may have been effected, in the case where there is any change in any applicable law, regulation, or rule after such delivery which prohibits, restricts, curtails, hinders, impairs, or otherwise adversely affects the Event and delivery of Tokens to you to any extent.

7.2 Phemex reserves the right, in its sole and absolute discretion, to reject any Valid Bids by you at any time after your acceptance of these Terms and prior to the delivery of Tokens on the post Settlement Date in the event that you are determined to be or become a Disqualified Person or you are determined to be or become prohibited or ineligible in any way, whether in full or in part, from participating in the Event.

(a) you hereby waive all rights, claims, and/or causes of action (present or future) under law (including any tortious claims) or contract against Phemex and the Indemnified Persons in connection with or arising from your Bids, Valid Bids, and/or the Event, and shall further hold harmless, Phemex and the Indemnified Persons from and against any and all losses, injuries, damages, taxes, liabilities, and expenses that may be incurred by you in connection with or arising from your Bids, Valid Bids and the Event.

8. RESERVED

9. REPRESENTATIONS AND WARRANTIES

9.1 By accepting these Terms, you represent and warrant to Phemex as follows:

(a) all information and responses provided by you to Phemex or any designee, including all information and responses requested in the KYC and AML verification process, are current, true, correct and complete and do not omit to state any material fact necessary in order to make such information or responses not misleading.

(b) you acknowledge and agree that the Tokens are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme, or any other form of regulated investment, capital markets product, or investment product in any jurisdiction;

(c) you are not a citizen or resident of a country the laws of which prohibit or conflict with the Event or your participation in the Event;

(d) you acknowledge and agree that these Terms do not constitute a prospectus or offering document of any sort and is not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme, or any other form of regulated investment, capital markets product or investment product in any jurisdiction or a solicitation for any form of investment in any jurisdiction;

(e) you acknowledge and agree that no Token is to be construed, interpreted, classified or treated as enabling, or according any opportunity to, you to participate in or receive profits, dividend, income, or other payments or returns arising from or in connection with any corporation, Phemex, the Tokens, or the proceeds of the Event, or to receive sums paid out of such profits, income, or other payments or returns;

(f) you acknowledge and agree that no regulatory authority has examined or approved of these Terms, no such action has been or will be taken under the laws, regulatory requirements, or rules of any jurisdiction, and the provision of these Terms to you does not imply that the applicable laws, regulatory requirements, or rules have been complied with;

(g) the provision of these Terms, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to Phemex;

(h) any bank account or any cryptocurrency wallet address provided by you in accordance is fully operational, secure and valid and is owned and controlled by you;

(i) the funds, including any fiat, USDT or other virtual currency or cryptocurrency, that you use to obtain Tokens or otherwise fund your Account were not or are not directly or indirectly derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you will not use Tokens to finance, engage in, or otherwise support any unlawful activities including any activities in connection with anti-money laundering and/or terrorism financing laws or regulations or any other acts in breach or contravention of any applicable law, regulation, or rule;

(j) All payments by you will be made only in your name, from a digital wallet or bank account held in your name and under your control, and not located in a country or territory;

(k) none of:

(i) you;

(ii) any person controlling or controlled by you;

(iii) if you are a privately-held entity, any person having a beneficial interest in you; or

(iv) any person for whom you are acting as agent or nominee in connection with your participation in the Event;

is a Disqualified Person;

(l) you have full power and capacity to accept these Terms and perform all your obligations hereunder and, if you are accepting these Terms on behalf of an entity:

(i) such entity is duly incorporated and validly existing under the laws, regulations and rules applicable to it; and

(ii) you are duly authorised to accept these Terms and procure the performance of obligations hereunder;

(m) if you are a natural person, you are of sufficient age and capacity under the applicable laws, regulations and rules of the jurisdiction in which you reside and the jurisdiction of which you are a citizen to accept these Terms and perform all your obligations hereunder;

(n) you acknowledge and agree that the Tokens are not to be construed, interpreted, classified, or treated as:

(i) any kind of currency other than cryptocurrency;

(ii) debentures, bonds, stocks, or shares issued by Phemex or any other corporation;

(iii) rights, options, or derivatives in respect of such debentures, stocks or shares;

(iv) rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;

(v) units in a collective investment scheme;

(vi) units in a business trust;

(vii) derivatives of units in a business trust; or

(viii) any other security, class of securities, or form of investment or financial product (whether regulated or otherwise);

(o) you have a sufficient degree of understanding of the operation, functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptocurrencies, blockchain technology, blockchain assets, digital assets, and utility tokens including the Tokens, Bitcoin Wallets, Ethereum Wallets or other cryptocurrency wallets, or other related digital key storage mechanisms.

(p) you are fully aware of, understand, and agree to assume all the risks (including direct, indirect or ancillary risks) associated with the conduct of the Event via the Website Address, Phemex, the Tokens, your funding of the Account, your participation in the Event, any cryptocurrency wallet referred to in Section 5, your provision of the bank account or address to any wallet referred to in Section 5, any Phemex Wallet referred to in Section 6;

(q) these Terms constitute legal, valid, and binding obligations on you, enforceable in accordance with its terms and conditions set out herein and neither the exchange for, nor receipt, nor holding of Tokens is in breach or contravention of any applicable law, regulation, or rule in any applicable jurisdiction;

(r) you are not a citizen or resident of any jurisdiction in which either the exchange for, receipt, or holding of Tokens is prohibited, restricted, curtailed, hindered, impaired, or otherwise adversely affected by any applicable law, regulation or rule (including any jurisdiction that requires digital asset or virtual currency businesses to be licensed for the type of activity contemplated in these Terms, the Channels or the Whitepapers);

(s) no consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any regulatory authority in any jurisdiction (the “Approvals”) is required on your part in connection with your exchange for Tokens, or where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect;

(t) the funds that you will use to fund your Account were not and are not directly or indirectly derived from any activities that in connection with anti-money laundering and/or terrorism financing laws or regulations or any other acts in breach or contravention of any applicable law, regulation, or rule;

(u) none of you or (and in the case where you are accepting these Terms on behalf of a corporation) any of your Subsidiaries (if any), any of your directors or officers, or any of your shareholders, beneficial owners, employees, agents, or any other person acting on behalf of your or any of your Subsidiaries is an individual or entity that is, or is owned or controlled by an individual or entity that:

(i) is currently the subject of any sanction administered by the OFAC or any other United States government authority, is not designated as a “Specially Designated National” or “Blocked Person” by OFAC or identified on any sanctions lists adopted by the United Nations, the European Union, the United Kingdom, as such lists may be amended from time to time, or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, or similar sanctions administered or imposed by the government of Singapore or any other country (collectively, the “Sanctions”);

(ii) is located, organized, or resident in a country or territory that is the subject of such Sanctions - (including, without limitation, Democratic People’s Republic of Korea, Cuba, Syria, Iran, Sudan, the Crimea and certain other sanctioned regions of the Ukraine and Russia); or

(iii) has not engaged in and is not now engaged in any dealings or transactions with any government, person, entity, or project targeted by, or located in any country or territory, that at the time of the dealing or transaction is or was the subject of any Sanctions;

(v) none of:

(v) you;

(vi) any person controlling or controlled by you;

(vii) if you are a privately-held entity, any person having a beneficial interest in you; or

(viii) any person for whom you are acting as agent or nominee in connection with your participation in the Event

is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure, as such terms are defined below;

(w) you are not or are not acting on behalf of a Foreign Bank;

(x) You acknowledge and are aware that the disposition of Tokens may constitute engaging in a virtual currency business requiring Phemex to acquire a license under any applicable law, regulation or rule.

(y) you (i) are not a U.S. Person as defined in Rule 902 of Regulation S under the U.S. Securities Act (a “U.S. Person”) or are deemed not to be a U.S. person under Rule 902(k)(2) of Regulation S; (ii) are domiciled and have your principal place of business outside the United States; (iii) are not acquiring Tokens for the account or benefit of any U.S. Person; and (iv) at the time of obtaining Tokens you are not located in the United States. Regulation S currently defines U.S. Person to include, among others, a natural person resident in the United States, an entity incorporated under the laws of the U.S., an estate/trust where the executor/administrator/trustee is a U.S. Person or an non-discretionary account held for a U.S. Person, an agency or branch of a foreign entity located in the U.S., or an entity incorporated outside the U.S. but formed by a U.S. Person principally for the purposes of investing in unregistered securities under the Securities Act (unless incorporated and owned by accredited investors who are not natural persons, estates or trusts).

(z) You have been advised that out of an abundance of caution Phemex is complying with Regulation S under the U.S. Securities Act and that you acknowledge and agree that you must treat the Tokens in the same manner and not take actions inconsistent with this treatment and that Phemex is entering into these Terms in reliance on your representations, warranties and covenants set out in these Terms.

(aa) You have been advised that the Tokens have not been registered under the U.S. Securities Act, or any state securities laws, and, therefore, cannot be resold unless registered under the U.S. Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. This means that holders of Tokens may generally not transfer Tokens to any “U.S. Person” (within the meaning of Regulation S) without registration or an exemption from registration under the U.S. Securities Act. You are obtaining the Token for your own account for its intended utility, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and you have no present intention of selling, granting any participation in, or otherwise distributing the same.

(bb) You have such knowledge and experience in financial, technological, and business matters that you are capable of evaluating merits and risks of such investment and intended utility, you are able to incur a complete loss of such investment and price without impairing your financial condition, and you are able to bear the economic risk of such investment and considerate for an indefinite period of time. You further represent that you have been provided the opportunity to ask Phemex questions, and where applicable, have received answers from Phemex regarding the Tokens and these Terms

(cc) you are not a “distributor” (as defined in Regulation S) or a “dealer” (as defined in the U.S. Securities Act).

(dd) You have not engaged, nor are you aware of any party that has engaged, and you will not engage or cause any third party to engage, in any directed selling efforts (as defined in Regulation S) in the United States with respect to the Tokens;.

(ee) You further acknowledge, agree, represent and warrant as follows:

(i) the offer and sale of the Tokens by Phemex to you was made in an offshore transaction (as defined in Rule 902(h) of Regulation S), which means that the transaction was not effected in the United States or its territories;

(ii) no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, which means that no marketing efforts were made to you in the United States;

(iii) you are not acquiring Tokens for the account or benefit of any U.S. Person;

(iv) you will not, during the Distribution Compliance Period after you have received the Tokens from Phemex, and in any agreement with respect to the Tokens, offer or sell the Tokens (or enter into a hedge transaction or otherwise create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person or other than in accordance with Regulation S;

(v) you will, after the expiration of the Distribution Compliance Period, offer, sell, pledge or otherwise transfer the Tokens (or enter into a hedge transaction or otherwise create or maintain any derivative position equivalent thereto) only pursuant to registration under the U.S. Securities Act or any available exemption therefrom and, in any case, in accordance with applicable securities laws (as such may be applicable to you as a non-U.S. Person);

(vi) Phemex shall not register the transfer of the Tokens in violation of the restrictions set forth herein, and the Tokens will be deemed to bear the legend set forth below (in addition to the legend set forth in these Terms and any other legend required by U.S. or non-U.S. federal or state securities laws that may be applicable to the Tokens or provided in any other agreement with Phemex):

“THE TOKENS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND PHEMEX DOES NOT INTEND TO REGISTER THEM. PRIOR TO A DATE THAT IS ONE-YEAR FROM THE DATE THAT YOU RECEIVE THE TOKENS, THE TOKENS MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH TOKENS) IN THE UNITED STATES OR TO U.S. PERSONS AS DEFINED BY RULE 902(K) ADOPTED UNDER THE U.S. SECURITIES ACT, OTHER THAN TO DISTRIBUTORS (AS DEFINED IN RULE 902(D) OF REGULATION S), UNLESS THE TOKENS ARE REGISTERED UNDER THE U.S. SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IS AVAILABLE. PRIOR TO ONE-YEAR FROM THE DATE THAT THE TOKENS ARE RECEIVED, HOLDERS OF TOKENS MAY RESELL SUCH TOKENS ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE U.S. SECURITIES ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PARTICIPANTS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE TOKENS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. A HOLDER OF THE TOKENS WHO IS A DISTRIBUTOR, DEALER, SUB-UNDERWRITER, OR OTHER SECURITIES PROFESSIONAL, IN ADDITION, CANNOT, PRIOR TO ONE-YEAR FROM THE DATE THAT THE TOKENS ARE RECEIVED, RESELL THE TOKENS TO A U.S. PERSON AS DEFINED BY RULE 902(K) OF REGULATION S UNLESS THE TOKENS ARE REGISTERED UNDER THE U.S. SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT IS AVAILABLE.

EACH HOLDER OF THE TOKENS AGREES THAT HE/SHE/IT WILL DELIVER TO EACH PERSON TO WHOM THIS TOKEN OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”

(vii) You and your affiliates and all persons acting on your or their behalf have complied and will comply with the requirement of Regulation S with respect to the Tokens. You shall not, through any of your own actions or any of your affiliates or any person acting on your or their behalf, offer, sell, or transfer any part or all of the Tokens (or create or maintain any derivative position equivalent thereto) in the United States to or for the account or benefit of a U.S. Person other than in accordance with Regulation S. You acknowledge and agree that any transfer in violation of the preceding sentence shall be null and void and Phemex will not recognize such attempted transfer.

(viii) The transactions contemplated by these Terms and the Event are not part of a plan or scheme on your part, any of your affiliates or any person acting on your or their behalf to evade the registration requirements under the U.S. Securities Act.

(ff) you have sufficient funds to fulfil your obligations under these Terms and the Valid Bids by you and are not bankrupt or insolvent;

(gg) the Tokens to be delivered to and received by you will not be used for any purpose in connection with money laundering, terrorism financing, or any other acts in breach or contravention of any applicable law, regulation, or rule;

(hh) you are acquiring Tokens as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of, any other person;

(ii) you bear the sole responsibility to determine what tax implications your participation in the Event may have for you and agree not to hold Phemex or any other person involved in the Event liable for any tax liability associated with or arising therefrom;

(jj) you agree and acknowledge that Phemex is not liable for any direct, indirect, special, incidental, consequential, or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on these Terms or any part thereof by you;

(kk) you waive the right to participate in a class action lawsuit or a class wide arbitration against Phemex, the Indemnified Persons, and/or any person involved in the Event and/or with the creation and distribution of the Tokens;

(ll) you agree on behalf of yourself and your successors and assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish and delivery any other instruments, documents and statements and to take any other reasonable actions as Phemex may determine to be necessary or appropriate to comply with applicable law, regulation or rule and to effectuate and carry out the purposes of these Terms; and

(mm) all of the above representations and warranties are, and will continue to be, true, complete, accurate, and non-misleading from the time of your acceptance of these Terms and notwithstanding the receipt by you of all of the Tokens.

9.2 Phemex does not make, and hereby disclaims, any representation or warranty in any form whatsoever, whether express or implied, including any representation or warranty in relation to:

(a) the information set out on the Whitepapers, the Channels, or any other place;

(b) Phemex;

(d) the Phemex Account;

(e) the Tokens;

(f) the locking and unlocking of USDT

(g) your obtaining of Tokens;

(h) the Event Website;

(i) the Designated Bank Account;

(j) the Acquiror Bank Account;

(k) the Wallet;

10. DISCLAIMERS

10.1 To the maximum extent permitted by all applicable laws, regulations, and rules and except as otherwise provided in these Terms, Phemex hereby expressly disclaims its liability and shall in no case be liable to you or any person for:

(a) any sale or transfer of any Tokens acquired by you hereunder to any person at any time;

(b) the funds used by you to make Bids being obtained through any acts in connection with money laundering, terrorism financing, or any other acts in breach or contravention of any applicable law, regulation or rule;

(c) the use of Tokens for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

(d) rejection of Bids or Valid Bids, or abortion of the Event;

(e) failure or delay in the delivery by Phemex and receipt by you of Tokens in accordance with these Terms;

(f) failure to disclose information relating to the progress of any Event;

(g) loss of possession of the credentials for accessing, loss, or destruction of the private keys of any wallet referred to in Sections 5 or 6 in any manner and to any extent;

(h) failure or delay in the availability of Tokens for trading on a cryptocurrency or other form of exchange, including but limited to Unlocking USDT in your Phemex Account;

(i) any rejection of trading of Tokens by a cryptocurrency or other form of exchange;

(j) any prohibition, restriction, or regulation by any government or regulatory authority in any jurisdiction that restricts the operation, functionality, usage, storage, transmission mechanisms, transferability, or tradeability or other material characteristics of the Tokens;

10.2 In the event of any loss, hack, or theft of cryptocurrencies from any cryptocurrency wallet provided by you to Phemex for the purposes of any refunds, unlocking or withdrawals, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against Phemex, and shall further hold harmless, Phemex and the Indemnified Persons from and against any and all losses, injuries, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such loss, hack or theft.

11. LIMITATION OF LIABILITY AND INDEMNIFICATION

11.1 To the maximum extent permitted by applicable law:

(A) Phemex and Indemnified Persons shall not be liable for any indirect, special, incidental, consequential, or other losses of any kind, in tort, contract, or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with the Event or the obtaining by locking USDT of, use, receipt, or holding of Tokens by you;

(B) you hereby agree to waive all rights to assert any claims under applicable laws, regulations and rules and you may make claims based only on these Terms.

11.2 To the maximum extent permitted by the applicable laws, regulations, and rules, you shall indemnify, defend, and hold Phemex and/or Indemnified Persons harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by you or any third party against any of Phemex or the Indemnified Persons arising out of a breach of any warranty, representation, or obligation hereunder.

12. NO ASSIGNMENT

Subject to these Terms, only you and no other person shall have the right to any claim against Phemex in connection with the Event and your obtaining of Tokens hereunder. You shall not assign, trade, or transfer, or attempt to assign, trade, or transfer, your right to any such claim. Any such assignment or transfer shall not impose any obligation or liability of Phemex to the assignee or transferee.

13. INTELLECTUAL PROPERTY RIGHTS

13.1 These Terms shall not entitle you to any intellectual property rights, including the rights in relation to the use, for any purpose, of any information, image, user interface, logos, trademarks, trade names, Internet domain names, or copyright in connection with the Whitepapers, the Channels, Phemex, the Event, the Tokens, your obtaining of Tokens.

13.2 There are no implied licences under these Terms, and any rights not expressly granted to you hereunder are reserved by Phemex.

14. SURVIVING TERMS

Notwithstanding the expiry or termination of the Event, any delivery of Tokens to you or any abortion of the Event pursuant to these Terms, Sections 9 to 22, and the Annexes hereto shall remain valid and in full force and effect.

15. NO WAIVER

Any failure of Phemex to enforce these Terms or to assert any right(s), claim(s) or causes of action against you under these Terms shall not be construed as a waiver of the right of Phemex to assert any right(s), claim(s) or causes of action against you.

16. ENTIRE AGREEMENT

16.1 These Terms and any additional terms contained on the Phemex Website, and any Event Announcements, shall contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to the Event and the obtaining of Tokens.

16.2 In the event that Phemex discovers that you, in your participation in the Event, have engaged in unfair, excessive, or abusive usage or conduct, Phemex reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect Phemex from losses, damages, harm, or degradation of any form and manner including, without limitation, rejecting your Valid Bids and refusing any refunds/unlocking under these Terms.

17. TAXES

17.1 You shall be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities. You shall be solely liable for all penalties, claims, fines, punishments, or other liabilities arising from the non-fulfilment or non-performance to any extent of any of your obligations in relation to the Payable Tax.

17.2 Phemex shall not be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities.

18. NOTICES

18.1 Any notice or other communication to be given under these Terms shall be in writing, and shall be deemed to have been duly served on, given to or made in relation to a Party if it is:

(a) left at the address of that Party or posted by pre-paid, airmail/first-class/registered post addressed to that Party at such address, in which case such notice shall be deemed to have been delivered and received at the time of delivery; or

(b) transmitted by email or facsimile, in which case such notice shall be deemed to be delivered and received at the time of transmission in legible form.

provided that where, in the case of delivery by hand, the delivery occurs after 6.00 p.m. on a business day or on a day which is not a business day, receipt shall be deemed to occur at 9.00 a.m. on the next business day.

18.2 For the purposes of these Terms, your contact details shall be such contact details as you may notify to Phemex in writing from time to time in accordance with the requirements of this Section 18 or were otherwise provided to Phemex in the AML and KYC verification process. Your contact details must include an email address.

19. GOVERNING LAW AND JURISDICTION

19.1 These Terms shall be governed by, and construed in accordance with, the laws of Hong Kong.

19.2 Any Dispute shall be resolved in accordance with this Section 19.

19.3 A Party shall give prompt written notice of any Dispute to the other Party (a “Dispute Notice”). Such Dispute Notice will include sufficient details of the Dispute to enable the other Party to consider its position in relation to the Dispute.

19.4 Each Party agrees to use its best efforts to settle any Dispute amicably, and informally between the Parties within a period of 30 days from the date of the Dispute Notice given under Section ‎19.3.

19.5 Only In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. Either party is entitled to submit the relevant dispute to the Hong Kong International Arbitration Centre (the “HKIAC”) for arbitration in accordance with then-valid arbitration rules of HKIAC.

20. AMENDMENT AND RIGHTS OF THIRD PARTIES

20.1 PHEMEX HAS THE RIGHT TO AMEND THESE TERMS WITHOUT CONSENT FROM TIME TO TIME IN PHEMEX’S SOLE AND ABSOLUTE DISCRETION.

20.2 Save for the Indemnified Persons who shall have rights to the extent accorded thereto under these Terms, a person who is not a Party shall not have any rights whatsoever under these Terms or to enforce these Terms.

21. SEVERANCE AND PARTIAL INVALIDITY

21.1 If any of these Terms is rendered void, illegal, or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal, or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of these Terms shall continue to be valid and in full force and effect and shall in no way be affected, impaired, or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants, and restrictions without including any of such that may be hereafter declared invalid, illegal, void, or unenforceable.

21.2 The illegality, invalidity, or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity, or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

ANNEX 1 - DEFINITIONS AND REFERENCES

In these Terms, the following words and expressions shall, where not inconsistent with the context, have the following meanings respectively:

“Event” means the PT Bidding Event hosted by Phemex from 14:00 UTC to 20:00 UTC on November 28th.

“Phemex Wallet” or “Wallet” means a blockchain address on the Phemex Network (blockchain) that you have successfully established and is owned by you and that has been registered in your Event Account.

“Applicable Exchange Rate” means the USDT / USD exchange rate (as the case may be) as will be indicated on the Phemex Website.

“Dispute” means any dispute between the Parties arising out of or in relation to these Terms.

“Excluded Jurisdiction” MEANS ANY OF UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES), CANADA, DEMOCRATIC PEOPLE’S REPUBLIC OF KOREA, CUBA, SYRIA, IRAN, SUDAN, REPUBLIC OF CRIMEA, PEOPLE’S REPUBLIC OF CHINA, OR JURISDICTIONS WITH STRATEGIC ANTI-MONEY LAUNDERING / COUNTER-FINANCING OF TERRORISM DEFICIENCIES MOST RECENTLY IDENTIFIED BY THE FINANCIAL ACTION TASK FORCE, AND JURISDICTIONS IN WHICH THE EVENT IS PROHIBITED, RESTRICTED OR UNAUTHORISED IN ANY FORM OR MANNER WHETHER IN FULL OR IN PART UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES IN SUCH JURISDICTION.

“Subsidiary” means a corporation that has (a) the composition of its board of directors controlled by another corporation; (b) has more than half of its voting power controlled by another corporation; or (c) has more than half of its issued share capital held by another corporation.

“Terms” means the terms and conditions contained in these “Terms and Conditions of the PT Bidding Event”, as amended, supplemented, updated or substituted from time to time and includes the Annexes hereto.

“Tokens” means the Phemex Tokens, a native cryptographic token created and issued by the Phemex, and “Token” shall be construed accordingly.

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended.

Announcements