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Terms and Conditions: wBKN Unlock

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1.   Definitions

1.1   BKN: an Ethereum-based ERC-20 utility token that enables the security token factory within theDecentralized Platform or “dApp” created by Brickken (as defined below) to function and deploy allrelevant functionalities. For the avoidance of doubt, as the BKN is a utility token, it does not give anyrights, dividends, interests, shares, representation rights or/and any right to participate in any shareholdermeeting of Brickken.

1.2   wBKN: it is the wrapped BKN.

1.3   Holder/s: refers to individuals or entities that hold or possess wBKN tokens and has the authority and legal capacity to engage in the exchange process under these terms and conditions.

1.4   Exchange Process: The act of converting wBKN tokens into BKN tokens at a fixed ratio of 1 to1. This process involves the burning of wBKN and the corresponding issuance of BKN.

1.5   Burned: The process of permanently removing wBKN tokens from circulation by sending them to a designated address where they are irretrievably destroyed.

1.6   Claiming: The act of retrieving BKN tokens in exchange for burned wBKN, which can be initiated by the token holders after a specific date and time.

1.7   Vault Address: This refers to a highly secure cryptocurrency wallet address used to safeguard wBKN tokens during the Exchange Process. A Vault Address typically employs additional security features like multi-signature verification to enhance safety and mitigate risks associated with unauthorized transactions.


2.   Introduction and Recommendations


2.1   Brickken PFP, S.L. (“Brickken”) recommends to any Holder/s that is considering undertaking an Exchange Process to read these T&C carefully and understand their content and the economic implications they may have.

2.2   If the interested Holder/s in the Exchange Process and believes it/he/she/they may not properly understand the content of these T&C, Brickken strongly recommends it/he/she/they obtain an independent advisor in this regard.

2.3   If the interested Holder/s believe that it/he/she/they do not have the sufficient ability to accept or understand the risks and/or disclaimers stated and/or associated with these T&C, it/he/she/they must not undertake the Exchange Process.


3.   Purpose


3.1   These Terms and Conditions govern the Exchange Process of wBKN for BKN tokens. By participating in this exchange, Holder/s agree to these terms.


4.   Eligibility


4.1   To participate in this exchange, Holder/s must ensure their wBKN tokens are deposited within the specified timeframe. The exchange process will only be available through Vault Address provided by Brickken.


5.   Exchange Process


5.1   Holder/s may deposit their wBKN tokens into the designated Vault Address at any time until July 25, 2024. Upon deposit, wBKN tokens will be permanently Burned.

5.2   The Claiming of BKN will be available from July 25, 2024, at 16:00 UTC+0, holders will be eligible to claim an equivalent number of BKN tokens in a 1:1 parity with the Burned wBKN.


6.   Intellectual Property


6.1   The intellectual and industrial property rights refer to any and all rights that may be provided to trademarks, inventions, useful models, designs, software, know-how, design, techniques, processes, computer programs (including source codes), registered or not, including applications for registration, rights to technical documentation, methodologies, business model, the wBKN, the BKN, the dApp, trade and industrial secrets, know-how and also copyrights, and other objects of intellectual property (hereinafter "Intellectual Property Rights").

6.2  Based on the above, the Property Rights shall remain at all times in Brickken’s property. In this sense, the Holder acknowledges and accepts that undertaking the Exchange Process does not imply any acquisition of any Intellectual Property Rights.

7.   Compliance

7.1  The Holder/s agree to comply with all applicable laws, including but not limited to anti-corruption laws and regulations, and applicable laws dealing with bribery, extortion and kickbacks.

8.   No Warranty

 8.1  Brickken does not guarantee the continuous availability Exchange Process and may be subject to delays, changes, or discontinuation without notice. Holder/s participate at their own risk.

8.2  The BKN’s is provided on "AS IS" basis. Therefore, Brickken makes no representations or warranty as to the suitability, completeness, behavior, accuracy, merchantability and/or fitness for a particular purpose.

9.   Disclaimer

9.1  Brickken shall not be held liable for any direct and/or indirect damages that may arise from, but not limited to:

a. Inferences, omissions, interruptions, computer viruses, breakdowns and/or disconnections in the operational functioning of the electronic systems or of devices;

b. Delays or blockages in the use caused by deficiencies or overloads of the Internet or blockchain;

c. Market fluctuations;

d. Losses incurred due to fluctuations in the value of BKN or wBKN tokens.

e. Transferability, liquidity and/or availability of the BKN;

f. Losses resulting from unauthorized access to or use of the exchange mechanism, including hacking or other malicious activities. Specific examples of such activities include, but are not limited to, malware attacks, denial of service attacks, consensus-based attacks, sybil attacks, smurfing, spoofing, and other forms of interference by hackers or other malicious groups or organizations that may attempt to disrupt the operation of the Exchange Process, the wBKN and the BKN tokens.

g. Unintentional bugs or weaknesses which may negatively affect , the wBKN and the BKN tokens; and

h. The industry in which Brickken operates is new and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. Therefore, it is always a possibility that governmental authorities will examine the operations of Brickken and/or pursue enforcement actions against Brickken. Such governmental activities may or may not be the result of targeting Brickken in particular. Although Brickken is undertaking maximum efforts to comply with all existing regulations, due to multiple uncertainties and frequent changes in the rapidly evolving market of cryptographic tokens, digital assets, and blockchain technology, Brickken still may become subject to judgments, settlements, fines, or penalties, or may have to restructure its operations and activities or to cease offering certain products or services, all of which could harm Brickken’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the wBKN and/or the BKN.


10.   Assumption of Risk


10.1   By participating in this Exchange Process, Holder/s acknowledge and accept the risks associated with digital asset transactions, including potential losses. Holder/s are advised to consult financial and legal experts before participating.


11.   Force Majeure


11.1   By participating in this Exchange Process, Holder/s acknowledge and accept the risks associated with digital asset transactions, including potential losses. Holder/s are advised to consult financial and legal experts before participating.

11.2   As a general rule, Force Majeure and events arising therefrom will not cause the termination of the T&C, unless such situation lasts more than thirty (30) days. If this period elapses and Brickken deems it necessary, it will be able to terminate the T&C and the Exchange Process.


12.   Applicable Law and Jurisdiction


12.1   The present T&C shall be governed by and construed in accordance with Spanish law, except for any matters that may be governed by mandatory provisions of law.

12.2   In addition, any disputes arising out of or in connection with the T&C shall be exclusively submitted to the jurisdiction of the courts of Barcelona, Spain, and the Holder/s hereby waive any other jurisdiction that may apply to them.

12.3   In the event, a Holder/s have any doubt or comment regarding the Exchange Process, Brickken encourages to such Holder/s to contact Brickken at [email protected].


13.   Miscellanea


13.1   These T&C constitute the entire understanding between Holder/s and Brickken with respect to the subject matter hereof.

13.2   All clauses or terms of these T&C shall be interpreted independently and autonomously, and the remaining provisions shall not be affected in the event that one of them has been declared null and void by a court judgment or final arbitration decision. The affected clause or clauses will be replaced by another or others that preserve the effects pursued by the T&C.

13.3   Brickken may make changes and/or modifications to these T&C as it deems appropriate and/or necessaryband in accordance with market conditions or legal requirements and/or regulatory changes that may apply. in the event this situation arises, such new T&C shall be applicable to the Holder/s.

13.4   Updates and/or modifications will be duly publicized, thus ensuring the principles of publicity and transparency

April 29th, 2024