Part VI

Part VI – Governance, Liability & Dispute Resolution

1. Platform Governance

The Platform operator retains the right to manage, develop, and modify the 1of10k ecosystem and its digital infrastructure in order to maintain functionality, security, operational stability, and regulatory compliance.

Platform governance may include, but is not limited to:

introduction of new features or services
modification of campaign formats, NFT activation mechanisms, or allocation determination procedures
updates to technical infrastructure
security improvements and risk mitigation measures
adjustments required to comply with legal or regulatory requirements

Such changes may occur without prior notice where necessary to protect the integrity, security, or lawful operation of the Platform.

2. Amendments to the Terms

The Platform may update or modify these Terms & Conditions from time to time.

Material updates may be communicated through:

the Platform interface
official communication channels
user notifications where appropriate

Continued use of the Platform following such updates constitutes acceptance of the revised Terms.

Users who do not agree with the updated Terms must discontinue use of the Platform.

3. Limitation of Liability

To the maximum extent permitted by applicable law, the Platform operator and its affiliates shall not be liable for:

indirect, incidental, or consequential damages
loss of profits or business opportunities
loss of digital assets resulting from wallet compromise or user error
losses arising from blockchain network disruptions
delays or failures in campaign asset sourcing, allocation coordination, or transfer procedures caused by third parties

The Platform and its services are provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied.

4. Indemnification

Users agree to indemnify, defend, and hold harmless the Platform operator, its affiliates, officers, employees, contractors, and partners from any claims, damages, liabilities, losses, or expenses (including legal fees) arising from:

violation of these Terms
misuse of the Platform
violation of applicable laws or regulations
infringement of third‑party rights

5. Intellectual Property

All intellectual property rights related to the Platform, including but not limited to software, source code, design elements, branding, documentation, and proprietary systems, remain the exclusive property of the Platform operator or its licensors.

Users may not reproduce, distribute, modify, reverse engineer, or commercially exploit any part of the Platform without prior written permission from the Platform operator.

6. Service Availability

The Platform does not guarantee uninterrupted access, continuous availability, or error‑free operation.

Service interruptions may occur due to:

system maintenance
infrastructure upgrades
cybersecurity incidents
blockchain network conditions
third‑party service disruptions

The Platform will make reasonable efforts to restore functionality where interruptions occur.

7. International Participation

The Platform is designed to support global access; however, availability may be restricted in certain jurisdictions where NFT activation mechanisms and campaign allocation procedures may conflict with applicable laws or regulatory requirements.

Users are responsible for ensuring that their use of the Platform complies with the laws applicable in their jurisdiction.

The Platform may restrict or suspend access where required to comply with legal or regulatory obligations.

8. Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to these Terms, the use of the Platform, NFT activation mechanisms, campaign allocation procedures, or other platform-related services shall be resolved through binding international arbitration, except where prohibited by applicable law.

Arbitration shall be conducted in accordance with internationally recognized arbitration rules.

The specific arbitration venue and governing procedural rules may be defined within the applicable jurisdiction‑specific annex.

9. Governing Law

These Terms shall be interpreted and applied in accordance with the governing law specified in the relevant jurisdiction annex applicable to the User.

Where no jurisdiction‑specific annex applies, the Platform operator may designate the governing law applicable to the dispute.

10. Class Action Waiver

To the extent permitted by applicable law, Users agree that disputes shall be resolved on an individual basis.

Users waive the right to participate in class actions, collective proceedings, or representative lawsuits against the Platform operator.

11. Severability

If any provision of these Terms is determined to be invalid, illegal, or unenforceable by a competent authority, the remaining provisions shall remain in full force and effect.

12. Entire Agreement

These Terms, together with all referenced policies, annexes, protocols, and campaign‑specific rules, constitute the entire agreement governing the relationship between the Platform infrastructure and its Users.

They supersede any prior agreements, communications, or understandings related to the Platform.

Annex A – European Union Compliance

This Annex applies to Users located within the European Union or accessing the Platform from EU Member States.

This Annex supplements the Core Terms & Conditions and introduces additional provisions intended to address European regulatory frameworks.

Where inconsistencies arise between this Annex and the Core Terms, the provisions of this Annex shall prevail for Users located within the European Union.

1. Regulatory Context

Digital asset and online platform regulation within the European Union is governed by several legal frameworks, including but not limited to:

Markets in Crypto‑Assets Regulation (MiCA)
EU Anti‑Money Laundering Directives (AMLD)
General Data Protection Regulation (GDPR)
EU Consumer Protection legislation

The Platform is designed with a modular legal and operational structure intended to adapt to evolving European regulatory requirements.

Nothing in this Annex should be interpreted as a representation that the Platform is currently licensed as a regulated financial institution unless explicitly stated by the Platform operator.

2. Nature of Platform Services in the EU

For Users located within the European Union, the Platform provides access to a technology‑enabled digital participation marketplace infrastructure that hosts structured campaigns connected to real‑world assets, services, or experiences.

The Platform infrastructure enables:

acquisition of marketplace credits and project NFTs
voluntary activation of project NFTs that may generate participation unit identifiers
campaign hosting
NFT activation mechanisms and campaign allocation procedures
transparency and allocation verification protocols
coordination between participants and asset providers

The Platform does not operate as:

an investment advisory service
a portfolio management service
a securities brokerage
a regulated financial custody service

Unless explicitly stated under a future regulatory authorization, the Platform operates primarily as a technology platform facilitating NFT activation mechanisms and campaign allocation procedures.

The Platform facilitates NFT activation mechanisms and campaign allocation procedures and allocation procedures and does not operate as a gambling service, lottery operator, betting service, or financial investment platform unless explicitly authorized under applicable regulatory frameworks.

3. Utility Token Classification

Platform credits (utility tokens) used within the 1of10k ecosystem are designed to provide functional access and interaction capabilities within the Platform. These credits represent a digital product within the ecosystem and do not automatically grant eligibility for campaign allocation procedures.

These credits may enable:

acquisition of project NFTs associated with campaigns
interaction with ecosystem features
voluntary NFT activation mechanisms that generate participation unit identifiers
platform functionality

Utility tokens are not intended to represent:

financial instruments
shares or equity in the Platform operator
investment contracts
profit participation rights

The regulatory classification of tokens may evolve depending on applicable European regulatory interpretation.

4. AML and Identity Verification

To comply with European anti‑money laundering and financial crime prevention frameworks, the Platform or its service providers may implement identity verification and compliance procedures.

Such procedures may include:

Know‑Your‑Customer (KYC)
Know‑Your‑Business (KYB)
sanctions screening
transaction monitoring

Access to certain platform functions, including NFT activation mechanisms or campaign-related services, may be restricted or delayed until required verification procedures have been successfully completed.

These procedures may be conducted directly by the Platform or through regulated third‑party compliance providers.

Personal data of Users located in the European Union is processed in accordance with the General Data Protection Regulation (GDPR).

Users may have rights including:

right of access
right to rectification
right to erasure
right to restriction of processing
right to data portability

Additional information regarding data processing practices is described in the Platform's Privacy Policy.

6. Consumer Protection

Where required by applicable European consumer protection legislation, Users may be entitled to certain legal protections when purchasing digital services or participating in online platforms.

However, certain blockchain‑based digital assets such as project NFTs or participation unit identifiers generated through voluntary activation may not fall fully within traditional consumer protection categories due to their technological characteristics and decentralized infrastructure.

Users acknowledge that participation in blockchain‑based systems involves experimental and emerging technologies.

7. Jurisdiction Restrictions within the EU

The Platform may restrict or limit access from specific EU jurisdictions where local legal requirements impose restrictions on digital asset participation, campaign mechanisms, or blockchain services.

Users remain responsible for ensuring that their use of the Platform infrastructure, including marketplace credits, project NFTs, NFT activation mechanisms, and campaign-related services, complies with the laws and regulations applicable in their jurisdiction.

8. Dispute Resolution within the EU

For Users located in the European Union, disputes may be subject to mandatory consumer protection laws applicable in the User's jurisdiction.

Where permitted by law, disputes may still be resolved through the arbitration mechanisms described in the Core Terms.

Nothing in this Annex is intended to limit mandatory consumer rights under applicable European legislation.

9. Future Regulatory Adjustments

The Platform reserves the right to modify services, campaign structures, token functionality, or operational mechanisms in order to comply with evolving European regulatory frameworks.

Such adjustments may include:

regulatory registrations or licensing
structural changes to token functionality
limitations on certain platform features
jurisdiction‑specific participation restrictions

1of10k – Global Terms & Conditions (Draft)

Annex B – United States Regulatory Framework

This Annex applies to Users located in the United States or accessing the Platform from U.S. jurisdictions.

This Annex supplements the Core Terms & Conditions and addresses regulatory considerations relevant to U.S. law and regulatory authorities.

Where inconsistencies arise between this Annex and the Core Terms, the provisions of this Annex shall prevail for Users located in the United States.

1. Regulatory Context in the United States

Digital asset and online platform regulation in the United States involves multiple regulatory authorities, including but not limited to:

U.S. Securities and Exchange Commission (SEC)
Commodity Futures Trading Commission (CFTC)
Financial Crimes Enforcement Network (FinCEN)
Office of Foreign Assets Control (OFAC)

The Platform is designed to operate as a technology-enabled digital participation marketplace infrastructure and does not seek to operate as:

a securities exchange
a broker-dealer
an investment advisor
a regulated securities custody service

Nothing in this Annex should be interpreted as a representation that the Platform is currently licensed as a regulated financial institution within the United States unless explicitly stated by the Platform operator.

2. Nature of Platform Services

For Users located in the United States, the Platform provides access to a technology-enabled digital participation marketplace infrastructure hosting structured campaigns connected to real-world assets, goods, services, or experiences.

The Platform infrastructure enables:

campaign hosting
acquisition of marketplace credits and project NFTs and the voluntary activation of such NFTs to generate participation unit identifiers
transparency and allocation verification mechanisms
coordination between participants and asset providers

The Platform does not provide:

securities brokerage services
investment advisory services
portfolio management services
custody of securities

Participation on the Platform is voluntary and may involve the acquisition of marketplace credits and project NFTs. Participation unit identifiers are generated only if a User voluntarily activates a project NFT within a campaign allocation mechanism.

3. Utility Token Disclaimer

Marketplace credits (utility tokens) used within the 1of10k ecosystem are designed to provide platform functionality and interaction capabilities within the ecosystem and represent a digital product within the Platform.

These credits may enable:

acquisition of project NFTs associated with campaigns
interaction with ecosystem features
voluntary NFT activation mechanisms that generate participation unit identifiers
platform functionality

Tokens are not intended to represent:

securities
investment contracts
shares or ownership rights in the Platform operator
profit participation rights

The Platform makes no representation that tokens will increase in value, generate profits, or be listed on any digital asset exchange.

4. Howey Test Considerations

The Platform structure is designed to emphasize functional participation rather than investment expectations.

Users acknowledge that:

participation unit identifiers generated through voluntary NFT activation provide eligibility within campaign allocation mechanisms
digital assets within the Platform may have functional utility
participation does not represent an investment contract with the Platform operator.

Participation in campaigns and the voluntary activation of project NFTs that generate participation unit identifiers are designed to provide access to platform functionality and allocation mechanisms and are not intended to constitute an investment contract under the Howey Test.

Participation in campaigns should not be interpreted as an expectation of profit derived from the managerial or entrepreneurial efforts of the Platform operator or as a guaranteed allocation outcome.

5. OFAC and Sanctions Compliance

The Platform complies with applicable U.S. sanctions regulations administered by the Office of Foreign Assets Control (OFAC).

Users may not access or use the Platform if they are:

located in jurisdictions subject to U.S. sanctions
listed on U.S. sanctions lists
acting on behalf of sanctioned individuals or entities

The Platform may restrict or block access to Users identified through sanctions screening procedures.

6. Anti-Money Laundering Compliance

The Platform or its payment and compliance partners may implement anti-money laundering procedures consistent with U.S. regulatory expectations.

Such measures may include:

identity verification (KYC / KYB)
transaction monitoring
sanctions screening
suspicious activity reporting where required

Access to certain platform functions, including NFT activation mechanisms or campaign-related services, may be restricted until verification procedures are completed.

7. U.S. Jurisdiction Limitations

Certain Platform features, campaigns, or token-related functionality may not be available to Users located in the United States due to regulatory considerations.

The Platform may restrict access to specific services or features where necessary to comply with U.S. law or regulatory guidance.

8. Dispute Resolution for U.S. Users

Users located in the United States agree that disputes arising from the use of the Platform may be resolved through binding arbitration as defined in the Core Terms, except where prohibited by applicable law.

Where required by U.S. law, certain consumer protection rights may apply.

9. Regulatory Adaptation

The Platform reserves the right to modify services, campaign structures, token functionality, or user access in response to changes in U.S. regulatory frameworks.

Such adjustments may include:

modifications to token functionality
restrictions on U.S. participation
compliance updates required by regulatory authorities
structural adjustments to maintain regulatory alignment

Annex C – Restricted Jurisdictions

This Annex defines jurisdictional restrictions applicable to access and use of the 1of10k Platform infrastructure, including the acquisition of marketplace credits, receipt of project NFTs, and any voluntary NFT activation mechanisms that may generate participation unit identifiers for campaign allocation procedures.

The purpose of these provisions is to support compliance with international sanctions regimes, financial crime prevention standards, and applicable regulatory requirements.

Where inconsistencies arise between this Annex and the Core Terms, the provisions of this Annex shall prevail for Users located in restricted jurisdictions.

1. Sanctioned Jurisdictions

Access to the Platform is prohibited for individuals or entities located in jurisdictions subject to comprehensive international sanctions programs.

These jurisdictions may include, but are not limited to:

North Korea
Iran
Syria
Cuba
Crimea, Donetsk, and Luhansk regions of Ukraine

The Platform may update this list in response to changes in international sanctions frameworks issued by authorities including OFAC, the European Union, the United Nations, or other relevant regulatory bodies.

2. High-Risk Jurisdictions

The Platform may restrict, monitor, or apply enhanced compliance procedures to Users located in jurisdictions identified as presenting elevated risk related to financial crime, regulatory uncertainty, or sanctions exposure.

Such jurisdictions may include countries identified by organizations including:

Financial Action Task Force (FATF)
European Commission high-risk jurisdiction lists
other international regulatory bodies

Access from such jurisdictions may be subject to additional verification requirements, transaction monitoring, enhanced verification requirements, or functional limitations, including restrictions on the acquisition of marketplace credits, receipt of project NFTs, or the activation of NFTs for campaign allocation procedures.

3. Sanctions Screening

The Platform and its service providers may perform sanctions screening procedures to ensure compliance with international regulatory obligations.

Users may be screened against sanctions lists including, but not limited to:

OFAC Specially Designated Nationals (SDN) List
EU Consolidated Sanctions List
United Nations Security Council Sanctions Lists

Users identified on such lists may be denied access to the Platform or have existing access suspended.

4. Geolocation and Access Controls

The Platform may implement technical measures designed to restrict access from prohibited jurisdictions.

Such measures may include:

IP-based geolocation controls
transaction monitoring systems
jurisdiction verification procedures
payment provider location screening

These measures are implemented to support legal compliance and risk mitigation.

The Platform may implement geolocation controls, compliance screening procedures, and technical access restrictions to enforce jurisdictional limitations and regulatory requirements.

5. User Representations

By accessing or using the Platform, Users represent and warrant that they:

are not located in a restricted jurisdiction
are not subject to international sanctions
are not acting on behalf of sanctioned individuals, entities, or organizations

Users providing inaccurate or misleading information regarding jurisdictional status may have their access restricted, suspended, or terminated.

6. Platform Rights and Compliance Actions

The Platform reserves the right to take compliance actions where required by regulatory obligations or risk management considerations.

Such actions may include:

restricting access from specific jurisdictions
suspending accounts pending verification
blocking transactions
restricting NFT activation mechanisms or campaign-related services where necessary to maintain compliance

These actions may occur without prior notice where required by law or regulatory obligations.

7. Dynamic Compliance Framework

Global sanctions regimes and regulatory requirements may evolve over time.

The Platform infrastructure maintains a dynamic compliance framework and may update jurisdictional restrictions, monitoring procedures, and compliance measures accordingly.

Users remain responsible for ensuring that their use of the Platform infrastructure, including the acquisition of marketplace credits, holding of project NFTs, NFT activation mechanisms, or campaign-related services, complies with the laws applicable in their jurisdiction.

Annex D – Campaign Specific Rules

This Annex defines the operational rules governing campaigns hosted on the 1of10k Platform. These provisions supplement the Core Terms and apply to all campaign-based participation mechanisms.

Where inconsistencies arise between this Annex and the Core Terms, the provisions of this Annex shall prevail with respect to campaign-related services.

1. Campaign Structure

Each campaign hosted on the Platform represents a structured participation event connected to a specific real‑world asset, service, or experience.

A campaign typically includes:

a defined maximum number of eligible participation unit identifiers that may be generated through voluntary NFT activation
a description of the associated asset, service, or experience
the campaign duration or closing conditions
the NFT activation and campaign allocation mechanism

All relevant campaign parameters are displayed on the Platform interface prior to participation and form part of the campaign disclosure.

2. Participation Unit Identifiers

Participation unit identifiers are generated only when a User voluntarily activates a previously obtained project NFT within a campaign.

These identifiers may be recorded on a blockchain network or through integrated platform infrastructure depending on the campaign design.

The activation of an NFT generates a unique identifier associated with the specific campaign allocation mechanism.

3. Participation Unit Identifier Generation

Participation unit identifiers are generated when Users voluntarily activate a project NFT associated with a campaign.

Users cannot select specific participation unit identifiers.

The identifier generation process is implemented through predefined technical procedures designed to support procedural fairness and prevent manipulation.

4. Campaign Completion

A campaign concludes when one of the following conditions occurs:

the maximum number of eligible participation unit identifiers has been generated through NFT activation
the defined campaign end date has been reached
the campaign operator closes the campaign in accordance with platform rules

Upon campaign completion, the allocation determination process may begin.

5. Allocation Determination Process

Campaign outcomes involving asset allocation rely on a predefined allocation determination mechanism implemented through technical procedures.

The allocation determination mechanism may utilize one or more technical sources including:

blockchain-based randomness
verifiable random functions (VRF)
external randomness providers
hybrid entropy mechanisms

The selected participation unit identifier becomes the Allocated Participation Unit Identifier associated with the campaign outcome.

The detailed procedure governing the allocation determination process may be further described in the Platform's Transparency & Allocation Verification Protocol.

6. Allocated Participant Identification

The holder of the Allocated Participation Unit Identifier at the moment of the allocation determination event is considered the eligible recipient of the campaign asset.

Ownership of the participation unit identifier is determined based on:

the blockchain record associated with the wallet address, or
the Platform account associated with the participation unit

7. Participant Notification and Acceptance

The Platform may notify the holder of the Allocated Participation Unit Identifier through the Platform interface, registered account contact details, or other communication channels.

The identified participant may be required to confirm acceptance of the asset within a defined time period.

Failure to confirm acceptance within the specified period may result in forfeiture of the asset claim.

8. Declined or Unclaimed Allocation Outcomes

If the holder of the Allocated Participation Unit Identifier declines the asset or fails to respond within the acceptance period, the Platform may initiate a new allocation determination process among the remaining valid participation unit identifiers generated through voluntary NFT activation.

This process may repeat until a participant confirms acceptance of the asset transfer.

9. Asset Transfer Coordination

The Platform may coordinate the transfer of the campaign asset between the Provider and the allocated participant.

The Platform may facilitate administrative procedures necessary for asset delivery or ownership transfer.

However, the Platform does not act as the legal seller of the asset unless explicitly stated in the campaign disclosure.

10. Delivery and Transfer Costs

Unless stated otherwise in the campaign description, the Platform may cover reasonable administrative and transfer costs required to deliver the asset to the allocated participant.

These costs may include:

legal transfer procedures
administrative processing
delivery coordination

Jurisdiction‑specific taxes, duties, or registration fees may remain the responsibility of the allocated participant.

11. Ongoing Ownership Costs

After the asset transfer is completed, the allocated participant assumes responsibility for all ongoing ownership costs associated with the asset.

Such costs may include, but are not limited to:

taxes
insurance
maintenance
registration or licensing fees
operational or usage expenses

12. Provider Responsibilities

Campaign assets may be supplied by independent third‑party Providers.

Providers remain responsible for:

the accuracy of asset descriptions
legal ownership of the asset
the legal ability to transfer ownership
compliance with applicable laws and regulations

The Platform primarily acts as a technology infrastructure facilitator coordinating campaign-related services.

13. Campaign Modification or Cancellation

The Platform reserves the right to modify, suspend, or cancel a campaign where necessary due to circumstances including:

technical issues
regulatory or legal requirements
provider-related complications
security or integrity concerns

Where appropriate, the Platform may define remediation measures which may include campaign rescheduling, replacement assets, or other appropriate adjustments.

14. Campaign Transparency

Key campaign parameters may be publicly visible on the Platform in order to support transparency and trust.

Such information may include:

maximum number of eligible participation unit identifiers
campaign progress
allocation determination execution
verification of allocated participation unit identifier determination

15. Campaign-Specific Conditions

Certain campaigns may include additional rules depending on the type of asset involved.

Examples may include:

real estate transfer procedures
vehicle registration requirements
jurisdiction-specific delivery conditions
identity verification requirements for asset transfer

Such additional rules will be disclosed within the campaign interface or campaign disclosure documentation.