THIS DOCUMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT (AS AMENDED). RELIANCE ON THIS DOCUMENT TO ENGAGE IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL AMOUNTS INVESTED. IT DOES NOT CONSTITUTE AN AGREEMENT FOR THE OFFER OF DIGITAL CURRENCY, COMMODITY, SECURITIES (WITHIN THE MEANING OF SECTION 102B OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FSMA), FINANCIAL INSTRUMENT TO THE PUBLIC OR A COLLECTIVE INVESTMENT SCHEME, NOR DOES IT REQUIRE REGISTRATION WITH OR APPROVAL FROM THE UNITED KINGDOM FINANCIAL CONDUCT AUTHORITY.

In case of doubt about the contents of this agreement or the action you should take, and you are in the United Kingdom, please immediately seek financial advice from your stockbroker, bank manager, solicitor or other independent professional adviser authorised under the Financial Services and Markets Act 2000 (as amended).The Directors (whose names and functions appear in Annex II of this agreement) do not under any circumstances accept personal responsibility for the information contained in this agreement and have stated the facts to the best of their knowledge and belief. Notwithstanding, the Directors have taken all reasonable care to ensure the accuracy of this agreement.

IAMMYRIAD Tokens (the “IAMMYRIAD Tokens”) in Phase I are hybrid utility tokens and carry rights commonly associated with utilities as defined in this Agreement, its Annexes or any other documents that are an integral part of the agreement. The IAMMYRIAD NFT Tokens in Phase II will phase in yield in the form of royalties and referral rewards.

By accessing, logging into, and using the information provided or published at the IAMMYRIAD Website at www.app.iammyriad.com (the “Website(s)”) and/or the IAMMYRIAD NFT Platform (the “Platform”) including www.iammyriad.com holding page that redirects to at www.iammyriadnft.com, or submitting an application for any of our products or services, the Investor now agrees to these terms and conditions and any other applicable documents. In consideration of the IAMMYRIAD Tokens and the IAMMYRIAD NFT purchase, we grant you the right to access and use our products and services and, if applicable, to install and use any software included with your status as an IAMMYRIAD NFT holder, as further described in these terms and conditions and in accordance with these terms and conditions. We reserve all other rights.

THIS NFT OFFER AGREEMENT (the "Agreement") is made,BETWEEN IAMMYRIAD Limited a company incorporated in the British Virgin Islands under company number 2101197 the registered office of which is Intershore Chambers, Road Town, Tortola, British Virgin Islands (the Company)AND Any person (natural or incorporated entity) who intends to purchase IAMMYRIAD assets in the form of non-fungible tokens (NFTS) and become an investor from now on referred to as the "Investor", “Independent Business Executive”, “You”, Your”. (From now on singly referred to as the "Party"and collectively referred to as the "Parties")

PREAMBLE

 

WHEREAS, the Company intends to accept contributions through an IAMMYRIAD Token Offer and an IAMMYRIAD NFT, including those IAMMYRIAD Tokens, converted into IAMMYRIAD NFTs, and in exchange for an allocation of IAMMYRIAD NFTs up to an amount not exceeding the Maximum Token Amount, and this during the Token Offer Period (the “Token Offer”);


WHEREAS, the amount raised will be used to fund the development and operations of the IAMMYRIAD NFT Platform (the “Platform”) and the IAMMYRIAD Website to complete Phase 1 and Phase 2 of the IAMMYRIAD vision;

 

WHEREAS the terms of the Token Offer and other information and details of the Token and the Project are outlined in the White Paper, a copy of which is available on the Website;


WHEREAS the Company declares that, having taken all reasonable care to ensure that such is the case, the information contained in this agreement, the White Paper and the Website, to the best of its knowledge, follows the facts and has no omission likely to affect an Investor's decision to participate in the Token Offer or otherwise;

 

WHEREAS the Token Offer applies only to Investors who confirm that they are not Prohibited Investors, as also verified by the Company;

 

WHEREAS the Company shall only accept USDT from the Investor to purchase 100% of the IAMMYRIAD Tokens to in Phase I; build and operate the IAMMYRIAD NFT Platform and the IAMMYRIAD Website; convert existing hybrid utility tokens into IAMMYRIAD NFT Tokens; and to phase in yield in terms of royalties and referral rewards in PHASE II (the "Project");

 

WHEREAS, the Company and the Investor desire to enter into a relationship in which the Investor shall contribute towards the Project, and the Company shall allocate the Tokens to be tradeable on the IAMMYRIAD NFT Platform;

 

WHEREAS, the Tokens are linked explicitly to the use of the Platform and the Project and are not in the primary market devised to acquire shares or securities or equivalent rights, intellectual property rights or any other form of participation relating to the Company or any of its related entities, or money, or any expectation of profits. The tokens are tradable among investors in the IAMMYRIAD NFT Platform. The IAMMYRIAD Platform will facilitate the liquidity and marketability of the Tokens, and the Company will be seeking authorisation as a regulated entity with the FCA.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and intending to be legally bound, the parties agree as follows:

 

  1. Definitions and Interpretation


Act the Financial Service and Markets Act 2000;

AML: Anti Money Laundering Regulations;

Documents include these Website General Terms and Conditions, the White Paper and any other information relating to the Project and the use of Tokens as may be announced by the Company;


Dissolution Event an event whereby it becomes necessary, recommendable or less disadvantageous for the Company to dissolve or liquidate;

English Law the laws of England;


USDT the United Sates Dollar Tether, a blockchain based cryptocurrency;


Investor: any person who intends to participate in the Token Offer and acquire and hold the Token and become an Investor under this Website Terms and Conditions Agreement;

KYC means Know Your Client, a due diligence process;


Maximum Token Amount the total amount of IAMMYRIAD NFT Tokens available for allocation during the Token Offer and totaling an amount not exceeding 2222 (Two Thousand Two Hundred and Twenty Two) Tokens;

Minimum Contribution: the minimum contribution from any Investor set at the market price means the price of 200 (Two Hundred) BUSD per IAMMYRIAD NFT Token set by IAMMYRIAD for the Token sale;

IAMMYRIAD NFT Platform: including www.iammyriad.com a holding page that redirects to a decentralised platform named "IAMMYRIAD Platform" that a Related Entity owns and is developing and operating based on blockchain technology and smart contracts. The Platform is designed to facilitate an online trading and payments system leveraging smart contract deployment;

IAMMYRIAD Website: a decentralised website named “IAMMYRIAD Website” (the “Website”) used to claim royalties or get referral rewards once IAMMYRIAD NFTs are purchased from the IAMMYRIAD NFT Platform;

NFT, as defined by Wikipedia, means a non-fungible token (NFT) that is a unique and non-interchangeable unit of data stored on a digital ledger (blockchain). The lack of interchangeability (fungibility) distinguishes NFTs from blockchain cryptocurrencies, such as Bitcoin;

Participation Amount: the amount in BUSD contributed by an Investor or any other or additional payment methods or currencies;

Phase I means issuing the IAMMYRIAD hybrid utility tokens from May 2022 to be exchanged for IAMMYRIAD NFTs. Also building the IAMMYRIAD Platform and Website. The date of completion for Phase I is estimated 1st October 2022;

Phase II

  • Conversion of IAMMYRIAD hybrid utility tokens into IAMMYRIAD Tokens

  • The launch of the sale of remaining IAMMYRIAD NFTs

  • Estimated dates of phasing in yield in the form of royalty payments and referral rewards between October 2022 and the end of April 2023


Price: a monetary value set by the NFT Holders on the IAMMYRIAD Platform;

 
Prohibited Investor (i) a natural person wishing to become an Investor and being a citizen, national, resident or having a similar connecting factor to; or (ii) a corporate or administrative entity wishing to become an Investor, registered or effectively managed and controlled from or in (a) a country, jurisdiction or territory where the Token Offer or the holding and use, of Tokens or virtual currencies or other tokens at any other moment in time, is prohibited by laws, regulations or other practices and policies in the said country, jurisdiction or territory, which is taken to include but is not limited to the U.S.A., China, Singapore or any other jurisdictions where those mentioned above are prohibited or in (b) countries, regimes and organisations which are subject to international sanctions issued by the United Nations Security Council, European Union or by the United States of America as updated from time to time and which shall include persons, groups and entities subject to such sanctions. This shall include any person representing or acting on behalf of such Prohibited Investor/s in any manner or capacity, whether openly or covertly;


Project: The Project being the reason behind the Token Offer to develop the Platform further and deliver Phase I and Phase II as set out in the Whitepaper;


Related Entity/ies: an entity being a parent, subsidiary and any business, corporation, partnership, limited liability company or other entity in which the Company, a parent or a subsidiary holds a substantial ownership interest, directly or indirectly.


Terms: the Terms of Token Offer as may be amended from time to time, which shall govern the purchase and use of Tokens;


Token (s): (1) Hybrid utility tokens converted into BEP-1551 NFT Tokens; (2) BEP-1551 NFT Tokens issues to investors as outlined in the White Paper, Website or Platform;


Token Offer: the offer made by the Company during a reward-based fundraising event to accept contributions towards the Project, which contributions will be rewarded with an allocation of a limited number of Tokens. The Token Offer shall be split into phases, mainly Phase 1 and 2.


Token Offer Period: the period which starts in May 2022 and continues until the moment when Investors have acquired the Maximum Token Amount, or until such date as may be announced on the Website, whichever is the earlier;


Total Token Supply: the total amount of Tokens supplied shall be 2222 Tokens;


Website: the Website linked to the domain www.iammyriad.com and all subdomains of such Website or any other website as indicated by the Company from time to time;


Platform: the platform linked to the domain www.iammyriadnft.com and all subdomains of such platform or any other website as indicated by the Company from time to time;


White Paper: the indicative document prepared and issued by the Company, to explain and give a detailed description of the Project, the Platform and Token, and the team, goals and requirements for the issue and the use of Token located at [PDF of the white paper]

The reference to the terms "country", "jurisdiction", and "territory" may be used interchangeably within this agreement and shall have the same meaning and shall also be taken to include any fixed geographic location to the extent applicable in this agreement.

The reference to the term "holding" used concerning the holding of the Token shall be construed to include holding in any manner, including but not limited to "ownership" and "possession", whether in the Investor's name or on behalf of others.

The term "use" concerning the use of Token shall be construed to include "trade", "barter", "exchange", or "utilising" of the Token in any other manner, whether in the Investor's name or on behalf of others.

The term "Wallet" shall include "digital vault" or other storage mechanisms, and these terms may be used interchangeably within this agreement.

The terms "you", "your", "he", "contributor", and "investor" may be used interchangeably within this agreement and shall have the same meaning as the definition of "Investor" above.

The terms "we", "us", "our", and "company" may be used interchangeably within this agreement and shall have the same meaning as the definition of "Company" above.

The headings in this agreement are inserted for convenience only and shall not affect its construction. Where the context so requires, the use of the masculine gender shall include the feminine or neuter genders, and the singular shall include the plural and vice versa.

Arbitration

  1. 1.Any dispute or claim arising out of or in connection with this Agreement, it or its subject matter or formation (including non-contractual disputes or claims) shall be resolved by mandatory arbitration under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed under the said Rules. English Law shall govern the arbitration.

    1. This means that all parties concerned (‘you’ and ‘the Company’) are giving up the rights to sue each other in court or in class actions of any kind. and the Parties may not assert forum non-convenient or challenge the legality of this arbitration provision.

 

Changes To These Terms and Conditions From Time to Time

 

  1. 2 .We may update these terms and conditions from time to time, notifying you of such changes by any reasonable means, including by making revised terms and conditions available on the Platform and/or the Website and in your back office.

    1. It is your sole responsibility to review these Terms from time to time, to view such changes and to ensure that you understand the terms and conditions that apply when you access or use our platform.

Acceptance of Terms and Conditions

 

  1. 3 . By continuing to use or access the Platform and/or the Website and your back office after we post any changes, you accept the updated terms and conditions.

Representations and Warrants of the Investor


  1. 4 . By using your wallet in connection with our platform, you agree that you are using that wallet under the terms and conditions of the applicable provider of that wallet.

    1. You confirm that you are at least 18 years of age. If you are at least 13 years old but under 18 years old, you may only use IAMMYRIAD through a parent or guardian’s Account and with their approval and oversight. That parent or guardian account holder is responsible for your actions using the Account. The use of our platform is prohibited if you are under 13 years old.


  1. 5 .Your IAMMYRIAD Account will be associated with your linked blockchain address and display the NFTs for that blockchain address (and, if applicable, any content associated with such NFTs).

  1. 6.You warrant that should you discover an issue related to your wallet; you will get in touch with your wallet provider. Likewise, you are solely responsible for your IAMMYRIAD account and any associated wallet. We are not liable for any acts or omissions by you in connection with your Account or because your Account or wallet is compromised.

6.1 You warrant that you are responsible for ensuring that they correctly enter their wallet address details.


6.1.1 You are responsible for providing us with a true, accurate, complete Wallet address for receiving Tokens and royalties referred to in clauses 37 and 49 of this Agreement.

6.1.2 We may send a written request that you provide your correct wallet address or a QR code representing your wallet address for the payment of royalties within a fixed period.

6.1.3 If you do not provide a Wallet address to us by the above date, we will have the right to cancel your Tokens and/or royalty payments.

 

6.1.4 Cancellation of your Tokens shall mean the complete and final discharge of any Company obligations to you of the Participation Amount.

6.1.5 The right to royalty payments is not retrospective. To be clear if your royalty payment for a period has been cancelled, then you will forfeit the right to any past royalty payment.

  1. 7.You agree to notify us immediately, if you discover or otherwise suspect any security issues related to The Platform or your Account.

    1. You understand that commissions, bonuses, or other compensation earned by you as an IBE and rank advancement are based solely upon the successful referral of IAMMYRIAD products and/or services to IAMMYRIAD NFT holders.

    2. The NFT holder shall indemnify the Company for any Loss suffered by the Company, to the extent that the loss was directly or indirectly caused by the NFT holder’s breach of this agreement.

  1. 8.You acknowledge that you will not modify or alter the contents of the website in any way except as expressly permitted, and you shall not provide or make available the contents to any third party in a commercial manner.

  1. 9.You acknowledge that no right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying.


  1. 10.You may not reproduce (except as permitted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the contents, of the Platform or the Website or any related software.

  1. 11.You certify that any content you provide on or through the Platform or the Website, including your participation in live sessions or events is accurate and that the information you provide on or through the Platform or the Website is complete.

  1. 12.You acknowledge that you read, understood, and accepted the Terms of Conditions, as amended from time to time, in addition to any information contained within the Platform or the Website available online at the Platform or the Website.

  1. 13.You acknowledge that IAMMYRIAD’s official language is English.

  1. 14.You acknowledge that these Terms and Conditions govern all the actions related to the execution of your IAMMYRIAD NFT purchase.

 

  1. 15.You confirm that these Terms & Conditions are non-negotiable and override any other agreements, arrangements, express or implied statements made by the Company unless the Company, in its sole discretion, determines that the context requires otherwise.

 

  1. 16.You confirm that the name and contact details which you provide to the Company are correct.

 

  1. 17.You represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Platform. 

 

  1. 18.You understand that IAMMYRIAD has the right to accept or reject your application in its sole discretion.

 

  1. 19.You acknowledge the electronic nature of the Services provided by The Company and the inherent risk that communications by electronic means may not reach their intended destination or may do so much later than intended for reasons outside the Company’s control.

 

    1. You are solely responsible for maintaining the confidentiality and security of your account, including username and password. We are not responsible for any losses arising out of the unauthorised use of your account. Intentional sharing of your username and password may be grounds for us to terminate your IAMMYRIAD NFT holder’s / Independent Business Executive account.

    2. You agree that we do not have any responsibility if you lose or share access to your device or your account. Any agreement between you and the issuer of your credit card, debit card, or other Payment Method will continue to govern your use of such payment method on the Platform or the Website. You agree that we are not a party to any such agreement, nor are we responsible for the content, accuracy, or unavailability of any method used for payment.


  1. 20.You acknowledge that you are solely responsible for ownership of any questions, statements, comments, feedback or reviews submitted or offered by you on or through the Platform or the Website.

    1. By making any comment or disclosing ideas, you agree that such comment(s) and/or idea(s) is non-confidential, non-proprietary, and may be disseminated or used by us or other IAMMYRIAD NFT holders or Affiliates/IBEs to enhance our products and services without compensation to you. If you make a comment or provide an idea, you automatically grant or warrant that the owner of such content has expressly granted, us a royalty-free, perpetual, irrevocable, worldwide, unlimited, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display (publicly or otherwise) the comment(s) and idea(s) in any media or medium, or any form, format, or forum now known or hereafter developed. You agree that you will not make any comment or provide any idea that is, in whole or in part, libellous; scandalous; inflammatory; discriminatory; defamatory; false; threatening; vulgar; obscene; pornographic; profane; abusive; harassing; invasive of another's privacy; hateful or bashing; aimed at gender, race, colour, sexual orientation, national origin, religious views, or disability; in violation of local, state, national, or international law; or that infringes on, or violates, any right of any party. Additionally, you agree that in using our products or services you will not: make any comment or provide any content that is an advertisement or solicitation of own business; disrupt the normal flow of dialogue or make a comment or statement unrelated to the topic being discussed; post an unauthorised chain letter; impersonate another person; distribute viruses or other harmful computer code; harvest or otherwise collects information about others, including email addresses, without their consent; engage in "spamming"; share or sell your account access, username and password with or to third-parties; or engage in any other conduct that restricts or inhibits any other person from using or enjoying the Platform or the Website or which, in our sole and exclusive judgment, exposes us or any of our officers, employees, contractors, Independent Business Executives (IBE), licensors, partners, educators or IAMMYRIAD NFT holders to detriment of any type, violates any policy posted on the Platform or the Website or is intended to cause harm, damage, disable or otherwise interfere with our business. We may remove or request the removal of comments which are abusive, illegal, disruptive, or outdated, or that otherwise fail to comply with these terms and conditions.

 

  1. 21.You acknowledge and confirm that since the Company does not control signal power, its reception or routing via internet or any other means of electronic communication, configuration of the Investor’s equipment or reliability of its connection, the Company shall not be liable for any claims, losses, damages, costs or expenses, caused directly or indirectly, by any breakdown or failure of any transmission or communication system or computer facility belonging to the Company.

 

  1. 22.You acknowledge and confirm that your access and use of the Platform or the Website may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that IAMMYRIAD, in its sole discretion, may elect to take.

 

  1. 23.You shall purchase IAMMYRIAD NFTs from IAMMYRIAD in accordance to your desired value.

 

  1. 24.If the Investor is entering into this Agreement on behalf of a corporation, limited liability company, partnership, trust, or other entity, the Investor represents that it has the authority to enter into such agreements for the entity

 

  1. 25.You acknowledge and agree that under no circumstance will IAMMYRIAD or its Directors, Officers, Employees, Partners, Affiliates, Contractors, IBEs, Agents or other Representatives be liable to you or to any other person for any direct, indirect, incidental, punitive, consequential losses or damages, or any other losses or damages of any kind arising out of or related to your purchase or participation in IAMMYRIAD’s products or services or your use of the Platform or the Website whether in tort, contract, strict liability or otherwise. This disclaimer applies to any damages or injury arising from any failure of performance, omissions, errors, deletions, interruptions, defects, delay in operation or transmission, loss of goodwill, loss of data, accuracy of results, lost profits, work stoppage, network or system outage, computer failure or malfunction, computer viruses, file corruption, destruction, theft, unauthorised access to, alteration of, loss of use of any record or data, and any other tangible or intangible loss.

 

  1. 26.You acknowledge and conform that IAMMYRIAD will not be liable for any offensive, defamatory, or illegal conduct of any user of the Platform or the Website.

 

  1. 27.You acknowledge and confirm that you will defend, indemnify, and hold us harmless from and against all liabilities, claims, damages, costs, and expenses, arising from or related to your misuse of the Platform or the Website or any breach by you of these terms and conditions. We reserve the right, at our expense, to assume exclusive defence and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with us if and as requested by us in the defence and settlement of such matter.

 

  1. 28.You agree that you are responsible for your own business, and you are free to select your own means, methods, and manner of operation, and free to choose the hours and location of your activities performed as an Independent Business Executive. If you employ individuals to perform services for your independent business, you understand that you are responsible for their acts and omissions and for ensuring their compliance with this Agreement and Applicable Law.


Representations and Warranties of the Company

 

  1. 29.The Company now represents and warrants to the Investor that:

 

  1. a.The Company is a company duly organised and validly existing under the laws of the jurisdiction of its incorporation and has the power to carry on its business as now being conducted and as presently proposed to be undertaken;

 

  1. b.The Company has the legal right and full power and authority to enter into, execute, deliver and perform its obligations under the agreement;

 

  1. c.The execution and performance of this agreement by the Company has been duly authorised by all necessary actions of the Company, and this agreement has been duly executed and delivered by the Company;


 

  1. d.The execution and performance of the agreement does not and will not breach any contract or obligation by which it is bound, nor will it violate or infringe any applicable law or tax regulations;

 

  1. e.The Agreement, once executed, will constitute legal, valid, binding and enforceable obligations towards the Parties;

 

  1. f.The Company will fulfil its obligations under the Act.

 

  1. 30.The identification or use of any third-party products, services or websites is not an endorsement by the Company of such services, products or websites. The Company accepts no responsibility or liability of any kind in respect of any materials on any website which is not under the Company’s direct control.

 

  1. 31.Except as otherwise provided by law or expressly stated in these terms and conditions, at any time, without notice to you, the Company may change, restrict access to, suspend, or discontinue the use of the Platform or the Website or any portion of the Platform or the Website; or change, modify, or waive any fees required to use any services, functionality or other content available through the Platform or the Website or any portion of the Platform or the Website.

 

  1. 32.Subject to your compliance with these terms and conditions, and solely for so long as you are permitted by the Company, you may access, view, download, and print the contents for your personal, non-commercial use only; provided, however, that you retain all copyright, trademark, or other proprietary designations contained on all contents.


  1. 33.The Company represents that the Wallets are not operated by, maintained by, or affiliated with IAMMYRIAD, and IAMMYRIAD does not have custody or control over the contents of your wallet, and has no ability to retrieve or transfer its contents.


  1. 34.IAMMYRIAD accepts no responsibility for or liability to the Investor, in connection with your use of a wallet and makes no representations or warranties regarding the operation of any specific wallet with its platform. The Investor is responsible for keeping their wallet secure and should never share their wallet credentials or security phrase with anyone.


  1. 35.The Platform or the Website and all materials (content), including images, texts, icons, photographs, video clips, illustrations, designs, software and other materials that are part of the Platform or the Website, may be subject to copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by us, one of our affiliates, or by third parties who have licensed their materials to us and may be protected by international copyright laws.


  1. 36.The Company shall provide varying IAMMYRIAD NFTs which shall be made available to the public up to the Maximum Token Offer.


  1. 37.With the exception of NFT holders prior to February 2023, who shall receive their first royalty on the 01st April 2023. The Company shall attach an annual royalty to each Token as minted on the blockchain.

 

37.1 Thereafter any existing NFT holders prior to February 2023 and any new NFT investors shall receive annual royalties on the anniversary of their NFT purchase and, subsequently, every calendar year.


  1. 38.All NFT holders prior to February 2023 shall receive the first royalty on the 01st April 2023. Thereafter any existing NFT holders prior to February 2023 and any new NFT investors shall receive annual royalties on the anniversary of their NFT purchase and, subsequently, every calendar year.


Withholding of Royalties

 

  1. 39.The Company reserves the right to suspend or cancel the payment of royalties mentioned in paragraph 38 above when the management deems that there is substantial interference, or it is in the best interest of the future profitability of the business of the Company.

39.1 What is the best interest of the future profitability of the Company shall be at the absolute discretion of the directors of the Company.

    1. 39.2 In the circumstances in which the Company deems it necessary to suspend or cancel royalties, the Company shall issue a notice explaining reasons for taking such action.


Disclaimers: Limitation of Liability

 

  1. 40.THE ACQUISITION OF TOKENS UNDER THIS AGREEMENT, THE USE OF TOKENS AND THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY AND ANY RELATED ENTITIES MAKE NO REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE ACQUISITION OF TOKENS UNDER THIS AGREEMENT, AND THE PLATFORM, INCLUDING ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS OR THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, THE COMPANY, ITS DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, AFFILIATES AND ASSOCIATES DO NOT ACCEPT ANY LIABILITY FOR ANY DAMAGE OR LOSS, INCLUDING LOSS OF BUSINESS, REVENUE, OR PROFITS, OR LOSS OF OR DAMAGE TO DATA, EQUIPMENT, OR SOFTWARE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE), RESULTING FROM ANY USE OF, OR INABILITY TO USE TOKENS, THE PLATFORM OR THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES OR CONTENT ON THE PLATFORM, AS WELL AS FROM ACQUISITION OF TOKENS, REGARDLESS OF THE BASIS UPON WHICH THE LIABILITY IS CLAIMED. THE INVESTOR ASSUMES ALL RISK OF LOSS RESULTING FROM, CONCERNING OR ASSOCIATED WITH RISKS OUTLINED IN THIS AGREEMENT, WHICH ARE NOW INCORPORATED BY REFERENCE INTO THIS AGREEMENT.

 

  1. 41.You acknowledge and accept that the value of an NFT is subjective and that IAMMYRIAD’s NFTs are NON-REFUNDABLE under any circumstance.

 

 

  1. 42.IAMMYRIAD reserves the right to hide collections, contracts, and items affected by any of these issues or other issues. Items you purchase may become inaccessible on IAMMYRIAD. Under no circumstances shall the inability to view items on IAMMYRIAD or use the Service in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against IAMMYRIAD.

 

  1. 43.Should you have a dispute with one or more users, you release us from claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.

 

  1. 44.These terms and conditions do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and us. If any provision of these terms and conditions is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable and the other terms of these terms and conditions will remain in full force and effect. The failure by us to act with respect to a breach of these terms and conditions by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. You may not assign, transfer, or sublicense any or all your rights or obligations under these terms and conditions without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these terms and conditions without restriction. Any use of the term "including" or variations thereof in these terms and conditions shall be construed as if followed by the phrase "without limitation." Notices to you (including notices of changes to these terms and conditions) may be made via posting to www.iAmMYRIAD.com or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these terms and conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.


Privacy Policy

 

  1. 45.The Company values Investors" privacy by not requesting any unnecessary information for the holding and use of Tokens or Platform and abiding with obligations under applicable law. The Company commits itself to do its utmost to ensure that it, its providers, its directors, officers, members, employees, agents, attorneys, representatives, affiliates and associates shall not disclose to any person any non-public proprietary, documents or confidential information which may have been obtained as a result of the relationship between the Parties under the Terms except to the extent necessary further to any law, regulations, rules or agreements;

45.1 Nevertheless, the Company shall be entitled, at any time, to request from the Investor information or documentation that the Company or its providers, in their sole discretion, deem fit and necessary to comply with any applicable law or regulation in connection with the holding and using of Tokens. The Investor agrees to provide the Company or the providers with such information promptly upon request, and he acknowledges that the Company or the providers may not offer the Services to the Investor until he provides such requested information and the Company or the providers have determined that it is permissible under applicable law or regulation. The Company or the providers reserve the right to require more due diligence documentation in compliance with any new or amended regulation which may come into force in the future;

 

  1. 46.It is agreed that the terms of the agreement are subject to the duty of confidentiality on our part. The Company is committed to ensuring confidentiality. The Company reserves itself to do its utmost to ensure not to disclose to any person any non-public proprietary, documents or confidential information which the Company may have obtained as a result of this agreement for as long as such information remains non-public, and unless such disclosure is duly authorised or required in terms of law;

 

  1. 47.The duty of confidentiality does not extend to communications in furtherance of an illegal purpose nor documents or facts showing the commission of a crime or fraud. Moreover, the Company is subject to the duty (without the need to inform the Client) to notify the authorities if the Company suspect that any property or money represents proceeds of corruption, drug trafficking or other serious crime or belongs to a terrorist or terrorist entity. Furthermore, the Company shall not be liable for any consequences of any disclosure where the Company acts in good faith following applicable law. You acknowledge that the Company is not bound by confidentiality obligations when disclosure is necessary in the Company's opinion to protect its interests.


 

Disclosure of Certain Risk Factors associated with Tokens


  1. 48.The Investor understands that the acquisition of Tokens involves substantial risk, including, without limitation, the following (the terms herein shall have the meaning assigned to them in the agreement to which this is attached):

 

  1. a.The Company has no operational history;

  2. b.The Company maintains sole discretion in the conduct of its business, including as related to its offer, maintenance and use of any Token. The Investor will not have the ability to influence the performance or decisions made by the Company or its Related Entities;

  3. c.The acquisition of Tokens is subject to constraints on liquidity. At the time of the Token Offer event, there is no market for the Tokens, and such market will only develop in Phase II;

  4. d.Tokens, in general, are highly volatile and speculative and considered highly risky. In particular, the Investor understands and accepts the inherent risks associated with Tokens, including, but not limited to, risks related to (a) decentralisation of the blockchain technology; (b) money laundering; (c) fraud; (d) anonymity of transactions; (e) exploitation for illegal purposes; (f) theft; (g) instability and other flaws of exchanges or brokers/custodians; (h) the lack of regulation of tokens as of the date hereof;

  5. e.The Investor understands and accepts that the software and hardware, technology and technical concepts and theories usually used by issuers of the Tokens is still in an early development stage and unproven, there is no warranty that the technology will be uninterrupted or error-free and there is an inherent risk that the technology could contain weaknesses, vulnerabilities or bugs causing, among other things, the complete loss of the Tokens and the Investor's entire Participation Amount;

  6. f.The Investor understands and accepts that the distribution of Tokens and the development of the Project may be abandoned for several reasons, including but not limited to failure of the Project, lack of interest of the industry or the public, lack of funding, lack of commercial success or prospects (e.g., caused by competing projects) etc. Therefore, the Investor understands that there is no assurance that, even if such Project is partially or fully developed and launched, the Investor may receive any functionality through the Token held by him and that they may become worthless. The Investor further understands and accepts that the Project financed by the Token Offer may give rise to other, alternative projects, promoted by third parties unaffiliated to the issuer of the Token, under which the Token will have no intrinsic value;

  7. g.Tokens are usually accessed using a private key corresponding to the Wallet in which it is stored. The Investor understands and accepts that if the private key or the "seed" used to create the address and corresponding private key got lost or stolen, the Token associated with the Investor's address might be unrecoverable and will be permanently lost;

  8. h.The Investor understands and accepts that the underlying software application and software platform of Token, the Platform, the internet, the blockchain network, the Investor, and other involved software, technology components or platforms concerned with Token may be exposed to attacks by hackers or other individuals that could result in theft or loss of Token and the Investor's entire Participation Amount;

  9. i.The Investor understands and accepts that public blockchain-based systems depend on independent validators, and therefore may be vulnerable to consensus attacks, including, but not limited to, double-spend attacks, majority voting power attacks, race condition attacks and censorship attacks. Any successful attacks present a risk to such a system, including losing the Investor's entire Participation Amount.

 

Miscellaneous

 

  1. 49.Subject to Clause 6, repayment of the Participation Amount or distribution of Tokens will constitute the complete and final discharge of any Company obligations hereunder. Thereupon this agreement shall terminate and in its entirety with no further obligations of the Company.

 

  1. 50.The Company may withhold any amounts required by applicable law from any repayment or conversion of the Participation Amount. The Company may condition any refund or conversion of the Participation Amount on the Investor satisfying any such withholding obligations.


  1. 51.Neither this Agreement nor any rights or obligations hereunder may be assigned by the Investor, in whole or in part, without the express prior written consent of the Company. The Company may transfer and assign its rights and obligations hereunder to a Related Entity or any other natural or corporate person, to another affiliate, including any entity controlled, controlling or under common control with the Company, to a third party that acquires all or substantially all of the assets subject to this Agreement or securities of the Company or any entity into which the Company shall merge or any affiliate thereof.


  1. 52.By registering an account with us, you agree to all communications, including updates to these terms and conditions, posted by internet message to mail on your dashboard. Posting of an update shall be deemed notice and acceptance of the contents of the communication.

 

Amendments

  1. 53.The Agreement may only be amended by a written document signed by all the contracting Parties;

    1. No waiver of any party's default or breach of its representations, warranties, covenants, duties, agreements, or obligations or any term or provision of this agreement will be effective unless in writing and signed by Parties. Any waiver will be limited to the default or breach described therein, and no waiver will be deemed a waiver of any other, similar, prior, continuing, or subsequent default or breach.


 

Validity of the Agreement

 

  1. 54.The illegality, invalidity or unenforceability of any provision of this agreement decided by the law of another jurisdiction does not affect the legality, validity or enforceability under the law of another jurisdiction nor the legality, validity or enforceability of another provision of this agreement

 

Applicable law, Arbitration and jurisdiction

 

55 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed under the law of England and in the Courts of England and the Parties may not assert forum non-convenient.

55.1 The parties may elect in writing to resolve any dispute or conflict arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims) under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed under the said Rules. English Law shall govern the arbitration.

 

Entire agreement

 

56. This Agreement embodies the entire agreement between the Parties and supersedes all previous statements, representations and agreements between the Parties relating to the subject matter of this agreement.


Annex I –

5Term Sheet

 

Issuer/ Company

IAMMYRIAD Ltd

Token Name

IAMMYRIAD NFT

Maximum Token

Amount

2222

Total Token Supply

100%

Price

Current market price

Additional Features

N/A

Form of Payment for Token

BUSD

Utility of Token

Education, qualified use of amenities, discounted fees for the use of the Platform, early access to products and services on the Platform, participation in feedback polls and surveys

Documentation

White Paper, Terms and Conditions

 

Token Distribution

 

Sales

 

Token Offer – Phase I - Phase II

 

 

 


Annex II-KYC

Individual Investors:

 

The KYC and AML onboarding compliance and verification process shall be automated via Sum and Substance (UK) Ltd trading as SumSub Company Number 0968871 who are engaged by the Company as a processor, and the Company is the controller.

The process should include:

1. A true certified copy of Passport; and

2. Proof of Residential Address (i.e., a true certified copy of utility bill not older than three months).

 

 


Annex III-Representations

Representations

 

In connection with the contribution towards the Project and allocation of Tokens from the Company, by clicking on the Website, the Investor confirms, represents, warrants, and agrees as follows:

 

I am not a Prohibited Investor;

 

I have never been subject to any investigation by a governmental, professional or other regulatory or statutory body;

 

I have never been a director, shareholder or manager of a business entity which has been the subject of any investigation as aforesaid, or which has been adjudged bankrupt, wound up by a Court order or has made any compromise or arrangement with its creditors;

 

I have never been convicted of any criminal offence in any jurisdiction (other than minor motoring offences), and no criminal proceedings were instituted or are pending against me in any jurisdiction;

 

None of the payments that I have contributed to the Company further to the Token Offer has been derived from, or related to, any activity that is deemed criminal under the laws of any applicable jurisdiction;

 

No contribution made to the Company and no allocation of Tokens to me from the Company shall cause the Company or the Providers to violate the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 as amended by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019.

 

Additional Information

  1. The Investor agrees to provide the Company with any additional information that the Company deems necessary or convenient to ensure compliance with all applicable laws concerning money laundering and similar activities.

 

  1. The Investor understands that the Company may release confidential information about the Investor and, if applicable, any underlying beneficial owners, if the Company, in its sole discretion, determines that it is in the Company's best interest in light of relevant rules and regulations.


  1. The Investor undertakes to promptly notify the Company if at any time he is unable to satisfy the agreements set forth herein or if the representations set forth herein cease to be true.