Terms and Conditions: BKN Staking

1.   Definitions

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

1.2   Staking: process of holding and locking a certain amount of tokens, such as BKN, in a Smart Contract for a certain period of time in order to receive additional tokens, such as BKN. The procedure of Staking developed by Brickken will be a reward-based system.

1.3   Staking Period: refers to the specific time frame in which a Holder has deposited their BKN into the Smart Contract, which will generate a reward. For the avoidance of doubt, the Staking Period is completed if twelve (12) months since the Deposit are elapsed.

1.4   Deposit/ed: refers to the amount of BKN tokens that interact with the Smart-Contract for the purpose of participating in the Staking program.

1.5   Smart Contract/s: self-executing contract which its terms are written directly into lines of code, stored and replicated on the blockchain network. It is a digital contract that automatically executes the agreed-upon terms and conditions, when certain conditions are met, without the need for a third-party intermediary. The Smart Contract/s are used in conjunction with blockchain technology and automated processes such as Staking.

1.6   Person: refers to individuals or entities that hold or possess BKN, which are considering depositing certain amount into the relevant Smart Contract/s for the purpose of earning a reward through the process of Staking.

1.7   Holder/s: term used when a Person has effectively deposited a certain amount of BKN into the relevant Smart Contract/s for the purpose of earning a reward through the process of Staking. For the avoidance of doubt, these Staking Terms and Conditions (hereinafter, “T&C”) shall be applicable to such Holder/s.

1.8   Lock-up Period: refers to a predetermined duration during which a Holder’s deposited funds in a Staking Smart-Contract are held and cannot be withdrawn or claimed.

2.   Introduction and Recommendations

2.1   Brickken PFP, S.L. (“Brickken”) recommends to any Person that is considering undertaking a Staking process to read these T&C carefully and understand their content and the economic implications they may have.

2.2   If the interested Person in becoming a Holder believes it/he/she/they may not properly understand the content of these T&C, Brickken strongly recommends t it/he/she/they obtains an independent advisor in this regard.

2.3   If the interested Person believe that it/he/she/they does 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 Staking process.

3.   Purpose

3.1   The purpose of these T&C is to inform the Person/s that read them the rights, characteristics and obligations that will be applicable to the Staking, as well as to govern the relationship between the Holder/s and Brickken.

4.   Earning Reward

4.1   If a Holder Deposits its/her/his/their BKN shall earn an annual reward of a fifteen per cent (15%) of additional BKN. For the avoidance of doubt, this annual fifteen per cent (15%) reward of BKN shall be calculated based on the specific amount of BKN that such Holder has Deposited into the Smart Contract.

4.2  Based on the above, it is important to set forth that the relevant reward is accessible on an annual basis calculated from the initial BKN Deposit. Therefore, in the event a Holder seeks to increase its/her/his/their reward, additional BKN shall be staked. For instance, if a Holder wants to obtain a reward not only for the Deposited BKN, but also for the accrued supplementary amount of BKN, it/he/she/they shall execute a comprehensive withdrawal that includes both amounts of BKN. Following this, the Holder shall effectuate a new Deposit, thereby initiating a new Staking procedure with its specific new Stacking Period and reward.

4.3   It is hereby clarified that it is not possible to undertake a partial withdrawal of the staked amount and/or the accrued BKN.

5.   Staking Period

5.1   From the publication of this T&C any Person can become a Holder depositing its/her/his/their BKN in the Staking mechanism. In this regard, it may be possible that from time to time the Brickken team may furnish relevant information on this matter.

5.2   Therefore, when a Person decides to undertake a Staking process, and therefore become a Holder, it is important it/he/she/they bears in mind that once the BKN are Staked a three (3) months mandatory Lock-up Period shall be applied. For the avoidance of doubt, this means that during this Lock-up Period the Holder will not be allowed to withdraw the relevant BKN staked.

5.3   In addition, it is important to highlight that the complete fulfilment of the Staking Period, which is twelve (12) months, it is essential in order to acquire the entirety of the reward described in Clause 4 above.

5.4   Relating to the above, be informed that if a Holder decides to effectuate the withdrawal of the Deposited BKN after the culmination of the three (3) months Lock-up Period, but prior to the elapse of twelve (12) months within the Staking Period, a penalization corresponding to a sixty-six percent (66%) shall be applied. By way of exemplification, imagine that if a Holder opts to undertake the withdrawal six (6) months after the Deposit, a seven-point five percent (7.5%) shall ensue for that specific duration. However, from this accrued sum, a deduction amounting to sixty-six percent (66%) shall be applied, culminating in a reward of two point forty-eight (2.48%) and not of a fifteen per cent (15%).

5.5   Notwithstanding the content of this Clause referred above, the Stacking is indefinite. Consequently, upon the completion of the Stacking Period of twelve (12) months, the Holder is not obliged to withdraw the BKN. This means that the BKN Deposited will generate additional rewards than the ones already generated according to the parameters established in Clauses 5.3 and 5.4.

6.   Staking Characteristics

6.1   In the event a Holder chooses to engage in multiple Staking processes, it is crucial it/he/she/they considers that utilizing the same wallet for these processes will trigger the initiation of a new Staking Period every time that such specific wallet interacts with the Smart Contract. Therefore, should a Holder wish to avoid the resetting of an ongoing Staking Period, which has already commenced, the recommended approach is to establish connection using a distinct wallet that has not been employed in any prior Staking process.

6.2   The amount of BKN will have eighteen (18) decimals. Consequently, the sum to be reimbursed will also maintain the same level of decimal precision, up to eighteen (18).

6.3   In consideration of the finite supply of BKN, it is conceivable that their availability could cease at a certain juncture. In such an event, Brickken shall duly notify the Holders, enabling them to initiate the withdrawal process for the corresponding Deposited amounts, including the accrued rewards. For the sake of clarity, it is explicitly noted that under this circumstance, the provisions outlined in Clauses 5.2 and 5.4 shall not be applicable.

7.   Intellectual Property

7.1   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 Smart Contract/s, 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").

7.2   Based on the above, the Property Rights shall remain at all times in Brickken’s property. In this sense, when a Person becomes a Holder acknowledges and accepts that undertaking a process of Staking does not imply any acquisition of any Intellectual Property Rights.

8.   Compliance

8.1   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.

9.   No Warranty

9.1   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.

10.   Disclaimer

10.1   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.   The business interest and/or economic result of the dApp and its functionalities, wBKN or/and the BKN;

d.   Market fluctuations;

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

f.   Attacks from hackers or other malicious groups or organizations that may attempt to interfere with the Smart Contract/s and the BKN in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, sybil attacks, smurfing, spoofing, etc.;

g.   Unintentional bugs or weaknesses which may negatively affect the Smart Contract/s or the BKN; 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 BKN, the SmartContract/s and/or the dApp.

11.   Force Majeure

11.1   Brickken shall not be liable for any failure to perform, in whole or in part, the content of this T&C due to an act of God or force majeure; acts of war, hostility or sabotage; pandemics; epidemics; interruption of telecommunications, Internet or electricity services; governmental restrictions; or any other event beyond Brickken’s reasonable control ("Force Majeure Event").

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 Staking.

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 Staking, Brickken encourages to such Holder/s to contact Brickken at support@brickken.com.

13. Miscellaneous

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 necessary and 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.

August 22^nd, 2023