Terms of Token Sale

1. Acceptance of these Terms

These Terms of Token Sale ("Terms") govern your purchase of NGRND tokens ("Tokens") through the nGRND Gold Protocol token sale interface (the "Sale Interface"). By connecting a wallet, submitting a purchase transaction, or ticking the consent boxes presented at checkout, you enter into a binding agreement with the issuer of the Tokens ("we", "us", the "Issuer").

If you do not agree to these Terms in full, do not connect a wallet and do not purchase Tokens. Your consent is recorded together with the version number of these Terms and of the Privacy Policy in force at the time of your purchase.

We may amend these Terms. Amendments take effect when published with a new version number, and apply to purchases made after publication. They do not retroactively alter purchases already completed.

2. Eligibility

You may only purchase Tokens if all of the following are true. By purchasing, you represent and warrant each of them, on each occasion you transact:

• You are at least 18 years old and have full legal capacity in your jurisdiction of residence to enter into this agreement.
• You are acting on your own behalf and not as an agent or nominee for an undisclosed third party.
• You are not a resident, citizen, or tax resident of, and are not located in or accessing the Sale Interface from, a Prohibited Jurisdiction (section 3).
• You are not subject to any sanctions administered by the United Nations, the European Union, the United Kingdom, or the United States (including OFAC-listed persons), and you are not controlled by or under agreement to any such person.
• The funds you use to purchase these Tokens are lawfully obtained and are not the proceeds of crime, and your purchase does not breach any anti-money-laundering, counter-terrorist-financing, tax, securities, or exchange-control law applicable to you.
• You have the technical knowledge to hold and custody digital assets safely, and you understand the risks set out in section 12.

We may refuse, cancel, or reverse any purchase, and may decline to onboard any wallet, at our sole discretion and without liability, where we reasonably believe an eligibility representation is untrue.

3. Prohibited jurisdictions

The Tokens are not offered, and may not be purchased, by any person who is a resident of, located in, or a citizen of: the United States of America (including its territories and possessions), the Democratic People’s Republic of Korea, the Islamic Republic of Iran, the Syrian Arab Republic, Cuba, or the Crimea, Donetsk, and Luhansk regions.

We additionally exclude any jurisdiction that is at the time of purchase subject to comprehensive sanctions, or that appears on the Financial Action Task Force list of High-Risk Jurisdictions subject to a Call for Action.

You must not use a virtual private network, proxy, or any other technique to disguise your location in order to access the Sale Interface. Doing so is a material breach of these Terms and may result in forfeiture of your purchase.

This list may change. It is your responsibility to confirm that purchasing the Tokens is lawful for you before you transact.

4. DSBT participation requirement

Participation in the sale is gated by a Digital Soulbound Token ("DSBT"), a non-transferable ERC-721 credential issued by the nGRND Gold Protocol. Where the gate is enabled, the presale contract will reject a purchase from any wallet that does not hold a DSBT.

The DSBT is a participation credential only. It does not represent ownership, equity, debt, a profit share, a claim on the Issuer or on any asset, or any entitlement to receive Tokens.

Because the DSBT is soulbound it cannot be sold, transferred, lent, or delegated. It is bound to the wallet that holds it. If you lose access to that wallet you lose access to your DSBT, and with it your ability to participate. We cannot reissue, migrate, or recover a DSBT.

Obtaining a DSBT confers no guarantee of allocation. Rounds are sold on a first-come, first-served basis up to each round’s allocation.

5. Identity verification (KYC/AML)

Identity verification is required for purchases of USD 1,000 and above. The threshold is measured as the cumulative USD value of all your purchases from a wallet, priced at the time of each purchase using the applicable price oracle, not as a per-transaction limit: cumulative purchases below USD 1,000 require no identity verification, and the purchase that brings your total to USD 1,000 or more requires it. The threshold is enforced on-chain by the presale contract.

Once your cumulative purchases would reach USD 1,000, the presale contract will reject further purchases from your wallet until that wallet has been verified. To be verified you must complete identity verification through the verification flow made available in the Sale Interface; a verified wallet's purchases are then accepted by way of a signed attestation presented with each purchase.

Verification requires your full legal name, date of birth, country of residence, residential address, an identity document (passport, national identity card, or driving licence) together with its document number, and a liveness check, in which a live image of you is captured and matched to your identity document. Your details are screened against sanctions, politically exposed person, and adverse-media lists.

We may decline a verification application, request further information, or withdraw a previously granted verification, where we are unable to satisfy ourselves as to your identity, where information given is inconsistent or cannot be verified, or where we are required to do so by law. A declined application does not entitle you to a refund of any completed purchase.

The threshold may be varied by the Issuer for future purchases. Any change applies prospectively; it does not retroactively invalidate purchases already made under a different threshold.

6. Purchase mechanics, pricing and fees

Tokens are sold in limited rounds. Each round has a start time, an end time, a fixed price in USD per Token, a maximum allocation, and optional minimum and per-wallet maximum purchase amounts. A round’s parameters are published on-chain and visible in the Sale Interface.

You may pay in any payment currency the presale contract has been configured to accept (typically the native coin of the network plus selected stablecoins). The USD value of your payment is determined at the moment your transaction is mined, using a Chainlink price feed. Prices move; the value recorded on-chain is final and is not adjusted afterwards for any subsequent price movement.

A platform fee, expressed in basis points and capped at 10.00%, may be deducted from the USD value of your payment before Tokens are calculated. The fee in force is displayed in the purchase review step before you sign. The number of Tokens you receive is calculated from the net amount after this fee. The USD 1,000 identity-verification threshold is measured on the gross USD value of your payment, before any fee is deducted, so the fee counts towards the threshold and is not treated as spending outside it.

A purchase will revert on-chain, and no Tokens will be issued, in the event of any of the following:

• the round is not live;
• the round allocation would be exceeded;
• a minimum or per-wallet maximum would be breached;
• the DSBT gate is not satisfied;
• the KYC threshold would be exceeded without verification;
• the price oracle is stale or reports a non-positive price; or
• the sale is paused.

Any and all reverted transactions still consume network gas, which we do not reimburse.

You are responsible for network gas fees and for any exchange, bridging, or wallet-provider costs. These are not paid to us.

7. Nature of the Tokens — no security

NGRND is a utility token intended for use within the nGRND Gold Protocol ecosystem. It is sold as a digital good for its prospective utility, not as an investment.

The Tokens are not, and are not intended to be, shares, stocks, debentures, notes, bonds, units in a collective investment scheme, derivatives, e-money, deposits, or securities of any kind under the laws of any jurisdiction. They do not confer ownership of, or any equity or economic interest in, the Issuer or any of its affiliates.

Holding Tokens gives you no right to dividends, equity interest or interest of any kind, debt claim, revenue share, revenue entitlement, profit share or participation, liquidation proceeds, or repayment of capital. It gives you no shareholder, creditor, voting, or governance right over the Issuer, no right to direct or approve the use of sale proceeds, and no legal interest in any Preserved Gold resources, Sites, treasury assets, sustainability revenues, or intellectual property associated with nGRND Gold Protocol Inc. or its affiliates.

We make no representation that the Tokens will be listed on any exchange, that any market for them will develop or continue, or that they will be tradable, liquid, or redeemable at any price. There is no buy-back commitment and no redemption right.

Nothing published by us is investment, financial, legal, or tax advice, or a recommendation to purchase. You should obtain independent professional advice before purchasing.

8. Vesting and lock-ups

Rounds may release only part of a purchase immediately at the token generation event ("TGE"), with the remainder subject to a vesting schedule. Each round publishes the TGE proportion, the cliff period, and the total vesting duration; these are visible in the Sale Interface before you purchase and are fixed on-chain at the moment of purchase.

Where a purchase is subject to vesting, the vested portion is transferred into the vesting contract and a schedule is created in your name. No Tokens vest before the cliff has elapsed. After the cliff, Tokens vest linearly until the end of the vesting period.

Vested Tokens are not transferred automatically. You must call the release function from your own wallet to claim them, and you pay the gas to do so. Unclaimed vested Tokens remain claimable and are not forfeited by delay.

Vesting schedules are bound to the purchasing wallet and cannot be transferred, assigned, sold, pledged, or used as collateral.

Locked and unvested Tokens cannot be traded. You should not purchase on the assumption that you will be able to dispose of your Tokens before the applicable lock-up has ended.

9. No refunds, no cancellation

All purchases are final. Once a purchase transaction is confirmed on-chain it cannot be cancelled, reversed, refunded, or unwound by us or by you. Blockchain transactions are irreversible by design.

To the fullest extent permitted by law, you waive any right of withdrawal or cooling-off period that might otherwise apply to a distance contract, on the basis that performance begins immediately with your express consent.

We do not refund in any of the following instances:

• a fall in the value of the Token price;
• delay or failure of any token listing;
• your loss of access to your wallet, keys or seed phrases;
• you have sent funds to an incorrect address;
• a failed or reverted transaction;
• gas costs; or
• a subsequent decision by you that the purchase was unsuitable.

Nothing in this section limits any right you may have that cannot lawfully be excluded.

10. Your responsibilities

You are solely responsible for the security of your wallet, private keys, seed phrases, and any device you use to transact. We never ask for your seed phrase or private key, and we will never send you a message asking you to connect your wallet to an unfamiliar site.

We cannot recover a lost key, reverse a transfer to a wrong address, or move Tokens between wallets on your behalf. Loss of wallet access is permanent loss of your Tokens.

You are responsible for determining and paying any tax arising from your purchase, holding, staking, or disposal of Tokens in every jurisdiction that applies to you. We do not provide tax advice and do not withhold or report on your behalf except where required by law. The information on this site is not intended to constitute legal, financial, tax, accounting, investment, or other professional advice, and you should not and cannot rely upon the contents of this site for any purpose other than the terms of the sale.

You must not interact with the sale contracts in any way designed to manipulate pricing, exploit a defect, exceed a per-wallet limit through multiple wallets under your control, or circumvent the DSBT gate, the KYC threshold, or a jurisdictional restriction.

11. Risk disclosure — risk of total loss

Purchasing NGRND is high risk. You may lose the entire amount you pay. Do not purchase with money you cannot afford to lose entirely.

• Price risk. The value of the Tokens may fall to zero and stay there. There is no floor, no capital protection, and no guarantee any market will exist.
• Liquidity risk. There may never be a market on which you can sell. Vesting and staking locks may prevent you from selling even if a market exists.
• Smart contract risk. The contracts may contain defects. A flaw, exploit, or economic attack could result in the irreversible loss of Tokens or of the sale proceeds. An audit reduces but does not eliminate this risk.
• Oracle risk. Pricing relies on third-party Chainlink price feeds. A feed that is manipulated, stale, or unavailable could result in mispricing or in transactions failing.
• Network risk. Congestion, a reorganisation, a hard fork, an outage, or a change in the underlying blockchain could delay, disrupt, or invalidate transactions.
• Custody risk. Loss of your keys means permanent loss of your Tokens. Nobody can restore them.
• Regulatory risk. Digital-asset law is unsettled and changing. A future law, regulation, or enforcement action could restrict or prohibit the holding, transfer, or use of the Tokens, force a change to the protocol, or require the sale to stop. This site and the information it contains does not constitute a prospectus, offering memorandum, financial promotion, investment advertisement, or solicitation for securities, financial instruments, collective investment schemes, or regulated products in any jurisdiction.
• Technology and regulatory risk. Digital assets and blockchain technologies are highly speculative, volatile, and subject to technological, operational, market, regulatory, cybersecurity, liquidity and legal risks.
• Project risk. The nGRND Gold Protocol may not be completed, may not function as described, may be delayed indefinitely, or may be abandoned. The Tokens may never acquire the utility described.
• Counterparty and operational risk. The Issuer may cease operations. Key personnel may depart. Third-party services may fail.
• Testnet notice. Where the Sale Interface is operating against a test network, the tokens issued have no value whatsoever and exist only for demonstration purposes.

12. Forward-looking statements

Materials published by us — roadmaps, whitepapers, tokenomics, timelines, yield illustrations, and statements about future functionality, listings, partnerships, or adoption — are forward-looking statements. They reflect present intentions and expectations only.

Forward-looking statements are not facts, promises, guarantees, or commitments. They involve known and unknown risks, and actual outcomes may differ materially and adversely from what is described.

We undertake no obligation to update any forward-looking statement to reflect later events, information, or changes of plan, except where required by law. You should not place undue reliance on them when deciding whether to purchase.

Any illustrative yield, return, valuation, or price figure is a hypothetical example for the purpose of explaining a mechanism. It is not a projection, and it is not a representation that any such outcome will occur.

13. Availability, suspension and changes to the sale

The Sale Interface is provided on an "as is" and "as available" basis. We do not warrant that it will be uninterrupted, timely, error-free, or free of harmful components.

The sale contracts include a pause function. We may pause the sale, deactivate or amend a round, adjust the accepted payment currencies, change the platform fee within its cap, or end the sale early, where we consider it necessary — including in response to a suspected exploit, an oracle failure, a legal requirement, or a market event.

A pause does not affect purchases already completed and does not entitle you to a refund. We are not liable for any loss arising from a pause, a suspension, an early close, or an inability to access the Sale Interface at a particular moment.

14. Disclaimers and limitation of liability

To the fullest extent permitted by law, we exclude all warranties, conditions, and terms implied by statute or common law, including as to merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement.

To the fullest extent permitted by law, we are not liable for any indirect, incidental, special, consequential, exemplary, or punitive loss, nor for loss of profit, revenue, anticipated savings, business, goodwill, opportunity, or data, however arising and whether or not foreseeable.

Our total aggregate liability arising out of or in connection with the sale, these Terms, and your use of the Sale Interface, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the total amount you actually paid to us for Tokens in the purchase giving rise to the claim.

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited.

You agree to indemnify us against any claim, loss, or cost arising from your breach of these Terms, your breach of any applicable law, or any untrue representation you have made.

15. Governing law and dispute resolution

These Terms and any dispute or claim arising out of or in connection with them, their subject matter, or their formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the British Virgin Islands.

The courts of the British Virgin Islands have exclusive jurisdiction to settle any such dispute or claim.

To the extent permitted by law, you and we each waive any right to participate in a class, collective, or representative action, and agree that claims will be brought only in an individual capacity.

If any provision of these Terms is held invalid or unenforceable, it is severed and the remaining provisions continue in full force. A failure to enforce a provision is not a waiver of it.

These Terms, together with the Privacy Policy, constitute the entire agreement between you and us in relation to the sale, and supersede all prior communications, marketing materials, and understandings.

16. Contact

Questions about these terms, the sale, completed purchases, identity verification or a verification decision should be directed to compliance@ngrndrewards.com.

We will acknowledge correspondence within a reasonable period. Contacting us does not suspend any deadline or extend any right.

Beware of impersonation. Official messages about the sale come only from addresses at ngrndrewards.com or ngrnd.com; treat anything else as suspect. We will never ask for your seed phrase, private key, or a wallet signature by email or direct message.