PLEASE READ CAREFULLY:  Terms and Conditions and Important Disclaimers of ALGO Token Incentives

Business activities, products and services that are available or may become available in the future on the Foundation[1] website (https://algorand.foundation/) (collectively  the “Foundation Programs”) may provide payments and/or incentives delivered in the form of ALGO Tokens (“ALGO Token Incentives”), which are cryptocurrencies subject to a high degree of risk and volatility, and which may be illiquid and difficult to value.

As a condition precedent to your participation in any of the Foundation Programs, you understand, acknowledge, agree, covenant, represent and warrant to the Foundation as follows:

(A) you shall make your own investigations and evaluations of any digital cryptocurrencies/ tokens (i.e. ALGO Token Incentives) that will be delivered pursuant to the relevant terms and conditions of the Foundation Programs;

(B) you shall inform yourself as to the legal and regulatory requirements applicable to yourself in respect of the acquisition, holding, trading and disposition of ALGO Token Incentives upon delivery, and as to the income and other tax consequences of such acquisition, holding, trading and disposition;

(C) notwithstanding anything contained herein to the contrary, you specifically acknowledge and agree that trading and/or transaction in/ with ALGO Tokens may be prohibited in certain jurisdictions including, without limitation, UNITED STATES OF AMERICA AND ITS TERRITORIES, CANADA, DEMOCRATIC PEOPLE'S REPUBLIC OF KOREA (NORTH KOREA), CUBA, SYRIA, IRAN, SUDAN, CRIMEA REGION OF UKRAINE, PEOPLE’S REPUBLIC OF CHINA (“Excluded Jurisdictions”);

(D)  specifically with regard to the United States, you shall ensure compliance with all applicable laws and regulations which prohibit or restrict the trading of ALGO Tokens in any form or manner, you are neither residing in the United States of America nor a US Person within the meaning of Regulation S under the United States Securities Act of 1933, as amended, (a “US Person”);

(E) you shall not enter into any transaction or arrangement with the effect of selling or otherwise disposing of any ALGO Token Incentives received under any Foundation Program to any US Person or any person in the United States of America;

(F) you specifically understand, acknowledge and agree that while the ALGO Tokens do not constitute securities, units in a collective investment, or other regulated product or equivalent under the laws of Singapore, it is possible that the ALGO Tokens could be considered securities under the laws of the United States of America, and that laws and regulations are evolving on this topic. The Foundation disclaims any representation or warranty that ALGO Tokens can be legally traded or transacted in any jurisdictions, including the Excluded Jurisdictions; 

(G) you fully understand, acknowledge and agree that except for any liability that cannot be excluded by law, the Foundation, its subsidiary, affiliates and related companies, together with their officers, directors, employees, agents and representatives exclude all liability (including negligence) for any personal injury or for any loss or any damage (including loss of profit opportunities) whether direct, indirect, special or consequential, arising in any way out of or in connection with any Foundation Program and any ALGO Token Incentives received thereunder, including without limitation:

(i) failure, malfunction or breakdown of, or disruption to, the operations of the Foundation and/or the Algorand blockchain due to occurrences of hacks, cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

 (ii) any error, omission, interruption, deletion, delay, defect, theft, unauthorised access or third party interference or any virus, error, bug, flaw, defect or otherwise adversely affecting any Foundation Program and any ALGO Token Incentives received thereunder;

 (iii) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction relating to receipt of any ALGO Token Incentives by you;

(iv) any variation in the market value or market liquidity of ALGO Tokens;

(v) any failure by the Foundation to deliver or realise any or all of part of the features or benefits of the ALGO Tokens as described in the documentation or any material relating to the Foundation Programs;

(vi) any failure by the holder of the ALGO Tokens to use the products and services associated with the Algorand blockchain or introduced by the Foundation;

(vii) any tax or legal/ regulatory liability incurred by you in relation to any ALGO Token Incentives received under any Foundation Program or the ALGO Tokens; and all other risks, direct, indirect or ancillary relating to any ALGO Token Incentives received under any Foundation Program or the ALGO Tokens which are not specifically or explicitly stated in the terms and conditions herein.

You agree to indemnify the Foundation, its subsidiary, affiliates and related companies, together with their officers, directors, employees, agents and representatives from all losses, expenses and other liabilities (including the cost of investigation and defense whether or not the above mentioned person is a party) arising from and all actions, proceedings or investigations, whether actual or threatened, relating to breach of any terms and conditions of herein.

To the maximum extent permitted by the applicable laws, regulations and rules, the Foundation 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 any acceptance of or reliance on these terms and conditions or any part thereof by you.

You further acknowledge that any Foundation Program and any ALGO Token Incentives to be distributed by the Foundation may be modified, curtailed, discontinued or terminated at any time in its sole discretion for any reason (including, but not limited to, the Foundation’s inability to finance or otherwise operate any Foundation Program and any ALGO Token Incentives  due to major devaluation of ALGO Tokens or an order of any court, regulatory agency or other governmental authority).

The Foundation may, in its sole discretion, demand at any time all or any part of the ALGO Token Incentives distributed under the relevant terms and conditions of the Foundation Programs to be repaid by you forthwith, in circumstances including but not limited to the following:

(a) to comply with or in response to: (i) a clarification in any regulation or law applicable to the Foundation, any Foundation Program or any ALGO Token Incentives; (ii) a directive from any regulatory agency applicable to the Foundation, any Foundation Program or any ALGO Token Incentives; or (iii) an order from any court having jurisdiction over you; or

(b) if the Foundation has sufficient grounds to suspect you have made any material misrepresentation to the Foundation. You agree that the Foundation shall not have any liability whatsoever for any action taken by the Foundation in accordance with the terms and conditions herein; and

(c) any breach of these terms and conditions, any of the accompanying terms and conditions of the Foundation Programs, or any terms and conditions relating to the products and services provided by the Foundation.

The terms and conditions herein shall be governed by and enforced in accordance with the laws of Singapore, without regard to any conflict of laws principles thereof.

[1] “ALGORAND FOUNDATION, LTD. is a public company limited by guarantee and not having a share capital incorporated under the laws of Republic of Singapore (“Singapore”) with registration no. 201907381G (the “Foundation”). The Foundation is not regulated by the Monetary Authority of Singapore or any regulatory authority. No regulatory authority has examined or approved any of the information set out in the Foundation Programs.”