Dfusion Subnet Slot License Agreement

Last Updated: April 22, 2025

Please read this Subnet Slot License Agreement (the “License Agreement”) carefully because they govern your use of the Subnet Slot software that enable you to run a Subnet on the dFusion AI Protocol (the “Subnet Slot Software”) offered by dFusion AI Labs Inc. (“dFusion,” “we,” “us”). This License Agreement is incorporated into the subnet slot purchase agreement entered into between you and dFusion (the “Subnet slot Purchase Agreement”) attached here as Exhibit A. Any capitalized term not defined in this License Agreement will have the meaning ascribed to it in the Subnet slot Purchase Agreement. 

NOTICE ON PROHIBITED USE – RESTRICTED PERSONS: BY USING THE SUBNET SLOT NFT AND THE SUBNET SLOT SOFTWARE (AS DEFINED BELOW), YOU REPRESENT THAT YOU ARE NOT A PERSON OR ENTITY WHO IS RESIDENT IN, A CITIZEN OF, IS LOCATED IN, IS INCORPORATED IN, OR HAS A REGISTERED OFFICE IN THE UNITED STATES OF AMERICA OR ANY RESTRICTED TERRITORY, AS DEFINED BELOW (“RESTRICTED PERSON”).

IF YOU ARE A RESTRICTED PERSON, YOU COVENANT THAT YOU SHALL NOT ATTEMPT TO USE THE SUBNET SLOT SOFTWARE, WHETHER DIRECTLY OR BY USE OF A VIRTUAL PRIVATE NETWORK (“VPN”) OR ANY OTHER SIMILAR MEANS INTENDED TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN.

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  1. Agreement to Terms. By using our Subnet Slot Software, you agree to be bound by this License Agreement.  If you don’t agree to be bound by this License Agreement, do not use the Subnet Slot Software. 
  2. Changes to the Subnet Slot Software and License Agreement. We may update the Subnet Slot Software and the rights granted in this License Agreement from time to time in our sole discretion. If we do, we will let you know by posting the updated License Agreement on www.dfusion.ai/subnet-license-agreement. It is important that you review the Subnet Slot Rights whenever we update them, or you use the Subnet Slot Software. If you continue to use the Subnet Slot Software after we have posted updated license terms, it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not use the Subnet Slot Software anymore. Because our Subnet Slot Software are evolving over time, we may change or discontinue all or any part of the Subnet Slot Software, at any time, and without notice, at our sole discretion.
  1. Eligibility. You may access and use the Subnet Slot Software only if you are at least 18 years old, capable of forming a binding contract with dFusion are not located in any Restricted Territory or are otherwise a Restricted Person, and not otherwise barred from using the Subnet Slot Software under applicable law.
  2. Compliance. The Subnet Slot Software are only available to users in certain jurisdictions who can use the Subnet Slot Software as permitted under applicable law. You certify that you will comply with all applicable laws when using the Subnet Slot Software. Without limiting the foregoing, by using the Subnet Slot Software, you represent and warrant that: (a) you are not located in a country that is subject to a governmental embargo; and (b) you are not listed on any list of prohibited, sanctioned, or restricted parties. If you access or use the Subnet Slot Software, you are solely responsible for ensuring that your access and use of the Subnet Slot Software in such country, territory, or jurisdiction does not violate any applicable laws. You represent and warrant that you do not and shall not use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Subnet Slot Software, the Subnet Slot Purchase Agreement, and this License Agreement. We reserve the right, but have no obligation, to monitor the locations from which the Subnet Slot Software is accessed. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to the Subnet Slot Software, in whole or in part, from any geographic location, IP addresses, and unique device identifiers, or to any user who we believe is in breach of the Subnet Slot Rights. In order to protect the integrity of the Subnet Slot Software, we reserve the right, at any time, in our sole discretion, to block access to the Subnet Slot Software from certain IP addresses and unique device identifiers. For the purposes of the License Agreement, “Restricted Territory” means Belarus, Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Luhansk, Donetsk, Zaporizhzhia, and Kherson regions of Ukraine, and the United States of America, or any country to which we, in our sole discretion, believe may violate applicable law. 
  3. Subnet Slot Software. 
    1. Use of the Subnet Slot. Subject to the terms and conditions of this License Agreement, you may use the Subnet Slot Software to utilize a dFusion AI Protocol on one or more machines. The “dFusion AI Protocol” is a protocol furthering trustworthy authorship and factual accuracy in artificial intelligence. As a Subnet Slot participant, you will be able to help ensure that the correct state of the dFusion AI Network is reflected on the applicable blockchain by propagating, recording, aggregating, and executing transactions on the dFusion AI network ahead of such transactions being transmitted and verified on such blockchain.
    2. License. Through your operation of a Subnet Slot, we hereby grant you a limited, revocable, nontransferable (unless otherwise provided by dFusion in writing) license to access and use the Subnet Slot Software to operate a Subnet Slot on the dFusion Protocol (the “License”). 
      1. No Decoupling. Except as expressly provided herein, ownership of a Subnet Slot and the License are not separable in any way. You may not engage in any transaction or activity that purports to decouple the License from your Subnet Slot.
      2. Termination of License. Upon the transfer of your Subnet Slot to a transferee as recorded by the smart contract underlying the Subnet Slot: (i) your License hereunder shall immediately and automatically terminate and (ii) you must discontinue any use of Subnet Slot Software.
    3. Wallet. In order to operate a Subnet Slot using the Subnet Slot Software, you will need to connect a compatible blockchain digital wallet (“Wallet”). You are solely responsible for maintaining the security of your Wallet, including any associated credentials, private key and seed phrase. We do not offer Wallet software or any other crypto assets to or on behalf of Subnet Slot Software licensees. We are not liable for any acts or omissions by you in connection with your Wallet or as a result of any incident or vulnerability that impacts your Wallet.
  4. Rewards. By accessing and using the Subnet Slot Software, you may earn rewards (“Rewards”). All such Rewards are programmatically distributed to Subnet Slot operators by the dFusion AI Protocol. Rewards will accrue on the dFusion AI Network. Additionally, some or all of your Rewards may be programmatically destroyed as a result of the operation of the dFusion AI Protocol (a “Slashing Penalty”) in certain instances. We are not responsible or liable for any Rewards or Slashing Penalties that result from your use of the Subnet Slot Software. You will be required to provide information to us for purposes of verifying your identity and confirming that you are eligible to earn Rewards before you will be permitted to claim and take possession of any Rewards.
  5. Links to Third Party Websites or Resources. The Subnet Slot Software may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or Subnet Slot Software on or available from those resources or links displayed on such websites. The Subnet Slot Software may contain software components released under separate open-source or business-source license terms; in which case those license terms will govern such software components. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
  6. Termination. If we suspect that you have violated the terms of this License Agreement, we may suspend or terminate your access to and use of the Subnet Slot Software, including suspending access to or terminating your account at any time and without notice to you. Upon any termination, discontinuation or cancellation of the Subnet Slot Software or your account, the following Sections will survive: 9, 10, 11, and 12.
  7. Warranty Disclaimers. 
    1. AS-IS. THE SUBNET SLOT SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SUBNET SLOT SOFTWARE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SUBNET SLOT SOFTWARE. THE USE OF THE SUBNET SLOT SOFTWARE WILL NOT NECESSARILY YIELD A PARTICULAR OUTCOME, RETURN, OR RESULT.
    2. INHERERENT RISKS. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.
    3. FORCE MAJEURE. THE SUBNET SLOT SOFTWARE MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SUBNET SLOT SOFTWARE AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY, OR PERFORMANCE OF THE SUBNET SLOT SOFTWARE CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA.
    4. NO LIABILITY FOR ERRORS OR ATTACKS. DFUSION WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) BLOCKCHAIN NETWORKS, DIGITAL WALLETS, OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO SERVICES; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK. 
  8. Indemnity.  You will indemnify, defend (at our option), and hold dFusion and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Subnet Slot Software and the dFusion AI Protocol, or (b) your violation of this License Agreement. We will have the right to pre-approve any settlement of any claim subject to this Section.
  9. Limitation of Liability.
    1. EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER DFUSION NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SUBNET SLOT SOFTWARE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SUBNET SLOT SOFTWARE OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SUBNET SLOT SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DFUSION OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 
    2. LIMITED LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL DFUSION’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SUBNET SLOT SOFTWARE EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO DFUSION FOR USE OF THE SUBNET SLOT SOFTWARE OR ONE HUNDRED DOLLARS ($100),  IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO DFUSION, AS APPLICABLE. 
    3. FUNDAMENTAL ELEMENTS. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DFUSION AND YOU.
  10. General Terms.
    1. Reservation of Rights. dFusion and its licensors exclusively own all right, title and interest in and to the Subnet Slot Software, including all associated intellectual property rights. You acknowledge that the Subnet Slot Software are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Subnet Slot Software.
    2. Entire Agreement. This License Agreement, along with the Subnet Slot Purchase Agreement, and the dFusion AI Subnet Slot Terms of Service, constitute the entire and exclusive understanding and agreement between dFusion and you regarding the Subnet Slot Software, and this License Agreement supersede and replace all prior oral or written understandings or agreements between dFusion and you regarding the Subnet Slot Software. If any provision of this License Agreement is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of this License Agreement will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer this License Agreement, by operation of law or otherwise, without dFusion’s prior written consent. Any attempt by you to assign or transfer this License Agreement absent our consent or your statutory right, without such consent, will be null. dFusion may freely assign or transfer this License Agreement without restriction. Subject to the foregoing, this License Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
    3. Severability. If an arbitrator or court of competent jurisdiction decides that any part of this License Agreement is invalid or unenforceable, the other parts of this License Agreement will still apply.

EXHIBIT A

SUBNET SLOT PURCHASE AGREEMENT

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THE OFFER AND SALE OF THE SUBNET SLOTS (AS DEFINED BELOW) DESCRIBED HEREUNDER HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. THIS OFFERING IS BEING MADE ONLY OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS (AS DEFINED IN SECTION 902 OF REGULATION S UNDER THE SECURITIES ACT) (AND ONLY IN JURISDICTIONS WHERE SUCH OFFER AND SALE IS PERMITTED UNDER APPLICABLE LAW) IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. THE SUBNET SLOTS MAY NOT BE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA (“EEA”)

IN RELATION TO EACH MEMBER STATE OF THE EEA, NO OFFER OF SECURITIES MAY BE MADE TO THE PUBLIC IN THAT MEMBER STATE EXCEPT: (A) TO ANY LEGAL ENTITY WHICH IS A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS DIRECTIVE; (B) TO FEWER THAN 150 NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS DIRECTIVE) AS PERMITTED UNDER THE PROSPECTUS DIRECTIVE; OR (C) UNDER ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE, PROVIDED THAT NO SUCH OFFER OF SECURITIES WILL REQUIRE THE ISSUER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE, OR SUPPLEMENT A PROSPECTUS PURSUANT TO ARTICLE 16 OF THE PROSPECTUS DIRECTIVE.

THIS INSTRUMENT IS NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT

(11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (“MIFID II”); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS DIRECTIVE. CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THIS INSTRUMENT OR OTHERWISE MAKING IT AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THIS INSTRUMENT OR OTHERWISE MAKING IT AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION. IT IS A CONDITION OF YOU RECEIVING AND RETAINING THIS DOCUMENT THAT YOU WARRANT THAT YOU ARE A QUALIFIED INVESTOR.

FOR THE PURPOSES OF THIS NOTICE, THE EXPRESSION AN “OFFER TO THE PUBLIC” IN RELATION TO ANY SECURITIES IN ANY MEMBER STATE MEANS THE COMMUNICATION

IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE INSTRUMENT BEING OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE THE INSTRUMENT, AS THE SAME MAY BE VARIED IN THAT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT MEMBER STATE. THE EXPRESSION “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/EC (AS AMENDED, INCLUDING BY DIRECTIVE 2010/73/EU), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE.

NOTICE TO RESIDENTS OF CANADA

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE RIGHTS HEREUNDER MUST NOT TRADE THE RIGHTS HEREUNDER BEFORE THE DATE THAT THE ISSUER BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.

NOTICE TO RESIDENTS OF CHINA

THE RIGHTS ARE NOT BEING OFFERED OR SOLD AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE PEOPLE’S REPUBLIC OF CHINA (FOR SUCH PURPOSES, NOT INCLUDING THE HONG KONG AND MACAU SPECIAL ADMINISTRATIVE REGIONS OR TAIWAN), EXCEPT AS PERMITTED BY THE SECURITIES AND OTHER LAWS AND REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

IN THE UNITED KINGDOM THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH): (I) INVESTMENT PROFESSIONALS (WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE ‘‘FPO’’)); (II) PERSONS OR ENTITIES OF A KIND DESCRIBED IN ARTICLE 49 OF THE FPO; (III) CERTIFIED SOPHISTICATED INVESTORS (WITHIN THE MEANING OF ARTICLE 50(1) OF THE FPO); AND (IV) OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ‘‘RELEVANT PERSONS’’).

THIS DOCUMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON. ANY PURCHASE TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (AND ANY FINANCIAL ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH) RELEVANT PERSONS. THIS DOCUMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION BASED UPON THIS DOCUMENT AND SHOULD NOT RELY ON IT. IT IS A CONDITION OF YOUR RECEIVING AND RETAINING THIS DOCUMENT THAT YOU WARRANT TO THE COMPANY, ITS DIRECTORS, AND ITS OFFICERS THAT YOU ARE A RELEVANT PERSON.

NOTICE TO RESIDENTS OF FRANCE

THIS DOCUMENT HAS NOT BEEN PREPARED, AND IS NOT DISTRIBUTED, IN THE CONTEXT OF A PUBLIC OFFERING OF FINANCIAL SECURITIES IN FRANCE WITHIN THE MEANING OF ARTICLE L. 411-1 OF THE FRENCH CODE MONÉTAIRE ET FINANCIER. CONSEQUENTLY, NO FINANCIAL SECURITIES HAVE BEEN OFFERED OR SOLD OR WILL BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN FRANCE, AND ANY OFFERING MATERIAL MAY NOT BE, AND WILL NOT BE, DISTRIBUTED OR CAUSED TO BE DISTRIBUTED TO THE PUBLIC IN FRANCE OR USED IN CONNECTION WITH ANY OFFER TO THE PUBLIC IN FRANCE.

OFFERS, SALES AND DISTRIBUTIONS OF SECURITIES WILL BE MADE ONLY TO QUALIFIED INVESTORS (INVESTISSEURS QUALIFIÉS) ACTING FOR THEIR OWN ACCOUNT, ALL AS DEFINED IN, AND IN ACCORDANCE WITH, ARTICLES L. 411-2, D. 411-1, D. 744-1, D. 754-1, AND D. 764-1 OF THE FRENCH CODE MONÉTAIRE ET FINANCIER AND APPLICABLE REGULATIONS THEREUNDER.

PROSPECTIVE INVESTORS ARE INFORMED THAT (I) NO PROSPECTUS HAS BEEN AND WILL BE SUBMITTED TO THE CLEARANCE OF THE FRENCH FINANCIAL MARKET AUTHORITY (“AMF”), (II) IN COMPLIANCE WITH ARTICLES L. 411-1, D. 411-1, D. 744-1, D. 754-1, AND D. 764-1 OF THE FRENCH CODE MONÉTAIRE ET FINANCIER, ANY QUALIFIED INVESTOR SHOULD BE ACTING FOR ITS OWN ACCOUNT, AND (III) THE DIRECT OR INDIRECT DISTRIBUTION OR SALE TO THE PUBLIC OF SECURITIES MAY ONLY BE MADE IN COMPLIANCE WITH ARTICLES L. 411-1, L. 411-2, L. 412-1, AND L. 621-8 THROUGH L. 621- 8-3 OF THE FRENCH CODE MONÉTAIRE ET FINANCIER.

NOTICE TO RESIDENTS OF GERMANY

IN THE FEDERAL REPUBLIC OF GERMANY THIS DOCUMENT IS DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE, THAT PROFESSIONALLY OR COMMERCIALLY PURCHASE OR SELL SECURITIES OR INVESTMENT PRODUCTS (VERMÖGENSANLAGEN) WITHIN THE MEANING OF THE GERMAN INVESTMENT PRODUCT ACT (VERMÖGENSANLAGENGESETZ) FOR THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF OTHERS. NO SECURITIES PROSPECTUS (WERNPAPIERPROSPEKT) OR INVESTMENT PRODUCT PROSPECTUS (VERMÖGENSANLAGENVERKAUFSPROSPEKT) HAS BEEN OR WILL BE FILED WITH THE GERMAN FEDERAL FINANCIAL SUPERVISORY AUTHORITY (BAFIN) OR OTHERWISE PUBLISHED IN THE FEDERAL REPUBLIC OF GERMANY. NO PUBLIC OFFER OR DISTRIBUTION OF COPIES OF ANY DOCUMENT RELATING TO THE SUBNET SLOTS INCLUDING THIS DOCUMENT, WILL BE MADE IN THE FEDERAL REPUBLIC OF GERMANY EXCEPT WHERE AN EXPRESS EXEMPTION FROM COMPLIANCE WITH THE PUBLIC OFFER RESTRICTIONS UNDER THE GERMAN SECURITIES PROSPECTUS ACT AND THE INVESTMENT PRODUCT ACT APPLIES.

NOTICE TO RESIDENTS OF SWITZERLAND

THIS DOCUMENT (AND ANY OTHER OFFERING OR MARKETING MATERIAL WITH RESPECT TO THE INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES) MAY BE DISTRIBUTED OR MADE AVAILABLE IN, INTO OR FROM SWITZERLAND ONLY TO QUALIFIED INVESTORS WITHIN THE MEANING OF THE SWISS COLLECTIVE INVESTMENT SCHEMES ACT (“CISA”), ITS IMPLEMENTING ORDINANCE AND REGULATORY GUIDANCE (EACH SUCH PERSON A “QUALIFIED INVESTOR”). THIS DOCUMENT (NOR ANY OTHER OFFERING OR MARKETING MATERIAL WITH RESPECT TO THE INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES) HAS NOT BEEN AND WILL NOT BE FILED WITH, OR APPROVED BY, ANY SWISS REGULATORY AUTHORITY. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SUBSCRIBE FOR, BUY OR OTHERWISE ACQUIRE ANY SUBNET SLOTS AND IT DOES NOT CONSTITUTE A PROSPECTUS PURSUANT TO THE CISA, THE SWISS CODE OF OBLIGATIONS OR THE LISTING RULES OF ANY TRADING VENUE IN SWITZERLAND. ANY INVESTMENT TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH) QUALIFIED INVESTORS.

NOTICE TO RESIDENTS OF HONG KONG

THE CONTENTS OF THIS DOCUMENT HAVE NOT BEEN REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THIS OFFER. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS DOCUMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO THE PUBLIC IN HONG KONG TO ACQUIRE THE SUBNET SLOTS BEING OFFERED HEREIN. ACCORDINGLY, UNLESS PERMITTED BY THE LAWS OF HONG KONG, NO PERSON MAY ISSUE OR HAVE IN ITS POSSESSION FOR THE PURPOSES OF ISSUE, THIS DOCUMENT RELATING TO THE SUBNET SLOTS BEING OFFERED, WHETHER IN HONG KONG OR ELSEWHERE, WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC IN HONG KONG OTHER THAN IN CIRCUMSTANCES WHICH DO NOT RESULT IN THIS DOCUMENT CONSTITUTING A “PROSPECTUS” AS DEFINED IN THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE OF HONG KONG (CAP. 32 OF THE LAWS OF HONG KONG) (THE “C(WUMP)O”) OR WHICH DO NOT CONSTITUTE AN OFFER OR AN INVITATION TO THE PUBLIC FOR THE PURPOSES OF THE SECURITIES AND FUTURES ORDINANCE (CAP. 571 OF THE LAWS OF HONG KONG) OR THE C(WUMP)O. THE OFFER OF THE SUBNET SLOTS IS PERSONAL TO THE PERSON TO WHOM THIS DOCUMENT HAS BEEN DELIVERED, AND THE SUBNET SLOTS WILL ONLY BE ACCEPTED BY SUCH PERSON. NO PERSON TO WHOM A COPY OF THIS DOCUMENT IS ISSUED MAY ISSUE, CIRCULATE OR DISTRIBUTE THIS DOCUMENT IN HONG KONG OR MAKE OR GIVE A COPY OF THIS DOCUMENT TO ANY OTHER PERSON.

NOTICE TO RESIDENTS OF SOUTH KOREA

THIS AGREEMENT IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF SECURITIES IN SOUTH KOREA UNDER THE FINANCIAL INVESTMENT SERVICES AND CAPITAL MARKETS ACT OF SOUTH KOREA (THE “FISCMA”). FOR THE PURPOSE OF THIS NOTICE, THE EXPRESSION “OFFERING” IN RELATION TO ANY SECURITIES UNDER FISCMA MEANS THE INVITATION OF SUBSCRIPTION FOR NEWLY ISSUED SECURITIES TO MORE THAN 50 RETAIL INVESTORS.

THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE FISCMA, AND THIS INSTRUMENT MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED, DIRECTLY OR INDIRECTLY, OR OFFERED OR SOLD TO ANY PERSON FOR RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN SOUTH KOREA OR TO ANY RESIDENT OF SOUTH KOREA.

NOTICE TO RESIDENTS OF AUSTRALIA 

THIS DOCUMENT IS NOT A “PRODUCT DISCLOSURE STATEMENT” OR “DISCLOSURE DOCUMENT” FOR THE PURPOSES OF THE AUSTRALIAN FOUNDATIONS ACT 2001 (CTH) (“FOUNDATIONS ACT”) AND IS NOT REQUIRED TO BE LODGED WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION (“ASIC”). THIS OFFER IS MADE IN CIRCUMSTANCES THAT WOULD NOT REQUIRE DISCLOSURE UNDER CHAPTER 6D OR CHAPTER 7 OF THE FOUNDATIONS ACT. THIS DOCUMENT IS NOT REQUIRED TO, AND DOES NOT, CONTAIN ALL THE INFORMATION WHICH WOULD BE REQUIRED IN A DISCLOSURE DOCUMENT OR PRODUCT DISCLOSURE STATEMENT, OR ALL THE INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE OR SHOULD OBTAIN IN ORDER TO MAKE AN INFORMED INVESTMENT DECISION. BY ACCEPTING RECEIPT OF THIS DOCUMENT, YOU REPRESENT AND WARRANT THAT YOU ARE A “SOPHISTICATED INVESTOR” AS DEFINED UNDER SECTION 708(8) OF THE FOUNDATIONS ACT OR A “PROFESSIONAL INVESTOR” UNDER SECTION 708(11) OF THE FOUNDATIONS ACT AND A “WHOLESALE CLIENT” UNDER SECTION 761G OF THE FOUNDATIONS ACT. THE ISSUER OF THIS DOCUMENT IS NOT REGISTERED AS A MANAGED INVESTMENT SCHEME UNDER THE FOUNDATIONS ACT. ANY PERSON TO WHOM THIS DOCUMENT IS ISSUED MUST NOT, WITHIN 12 MONTHS AFTER SUCH ISSUE, OFFER, TRANSFER OR ASSIGN THIS DOCUMENT TO PERSONS IN AUSTRALIA EXCEPT IN CIRCUMSTANCES WHERE DISCLOSURE TO SUCH PERSONS IS NOT REQUIRED UNDER THE FOUNDATIONS ACT.

NOTICE TO RESIDENTS OF ISRAEL

THIS DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS UNDER THE ISRAELI SECURITIES LAW OF 1968 (THE “ISRAELI SECURITIES LAW”), AND HAS NOT BEEN REVIEWED, FILED WITH OR APPROVED BY THE ISRAELI SECURITIES AUTHORITY OR ANY OTHER ISRAELI GOVERNMENT OR REGULATORY BODY. THIS DOCUMENT, ANY INVESTMENT ACTIVITY TO WHICH IT RELATES AND ANY OFFERING OF THE SUBNET SLOTS IN ISRAEL IS AND WILL BE EXCLUSIVELY DISTRIBUTED OR MADE TO, AND DIRECTED AT, QUALIFIED INVESTORS, AS DEFINED IN SCHEDULE 1 OF THE ISRAELI SECURITIES LAW. PERSONS WHO ARE NOT QUALIFIED INVESTORS SHOULD NOT TAKE ANY ACTION BASED UPON THIS DOCUMENT AND SHOULD NOT RELY ON IT.

NOTICE TO RESIDENTS OF RUSSIA

INFORMATION CONTAINED HEREIN IS NOT AN OFFER, OR AN INVITATION TO MAKE OFFERS, TO SELL, PURCHASE, EXCHANGE OR OTHERWISE TRANSFER SECURITIES OR FOREIGN FINANCIAL INSTRUMENTS IN THE RUSSIAN FEDERATION TO OR FOR THE BENEFIT OF ANY RUSSIAN PERSON OR ENTITY, EXCEPT “QUALIFIED INVESTORS” (AS DEFINED UNDER RUSSIAN SECURITIES LAWS) TO THE EXTENT PERMITTED UNDER RUSSIAN SECURITIES LAWS. THIS DOCUMENT IS NOT AN ADVERTISEMENT IN CONNECTION WITH THE “PLACEMENT” OR “PUBLIC CIRCULATION” (AS BOTH TERMS ARE DEFINED UNDER RUSSIAN SECURITIES LAW) OF ANY SECURITIES, AND ANY FINANCIAL INSTRUMENTS DESCRIBED HEREIN ARE NOT INTENDED FOR “PLACEMENT” OR “PUBLIC CIRCULATION” IN THE RUSSIAN FEDERATION, IN EACH CASE UNLESS OTHERWISE PERMITTED UNDER RUSSIAN SECURITIES LAWS. NEITHER ANY FINANCIAL INSTRUMENTS DESCRIBED HEREIN NOR A PROSPECTUS RELATING TO SUCH FINANCIAL INSTRUMENTS HAS BEEN OR WILL BE REGISTERED WITH THE CENTRAL BANK OF THE RUSSIAN FEDERATION.

NOTICE TO RESIDENTS OF EMBARGOED REGIONS

THIS INSTRUMENT IS NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED IN CUBA, IRAN, NORTH KOREA, SYRIA, BELARUS, RUSSIA, OR THE CRIMEA, LUHANSK, DONETSK, ZAPORIZHZHIA, OR KHERSON REGIONS OF UKRAINE,  OR ANY OTHER COUNTRY OR TERRITORY THAT IS SUBJECT OF COUNTRY-WIDE OR TERRITORY-WIDE SANCTIONS.

GENERAL NOTICE

THIS INSTRUMENT IS NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED WHERE SUCH OFFERING IS PROHIBITED, RESTRICTED OR UNAUTHORIZED IN ANY FORM OR MANNER WHETHER IN FULL OR IN PART UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES IN SUCH JURISDICTION.

A PURCHASE OF THE SUBNET SLOTS HEREUNDER INVOLVES A HIGH DEGREE OF RISK. PURCHASER ACKNOWLEDGES, AGREES AND UNDERSTANDS THAT THE SUBNET SLOTS PURCHASED HEREUNDER ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THE DOCUMENTS REFERENCED HEREIN. BY PARTICIPATING IN THIS OFFERING, PURCHASER AGREES TO BE BOUND BY THIS AGREEMENT IN ALL RESPECTS. PURCHASER ACKNOWLEDGES, AGREES AND UNDERSTANDS THAT THE SUBNET SLOTS ARE NOT SECURITIES BUT THAT THIS TRANSACTION IS INTENDED TO COMPLY WITH AND IS IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.

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dFUSION AI LABS INC.

SUBNET SLOT PURCHASE AGREEMENT

THIS CERTIFIES THAT in exchange for the payment by the undersigned purchaser (the “Purchaser”) of $[_________] (the “Total Purchase Amount”)  and on today’s date (the “Effective Date”), the dFusion AI Labs Inc., a company organized in accordance with the laws of the Republic of Seychelles (the “Company,” each a “Party” and together, the “Parties”), hereby sells to the Purchaser a number of Subnet Slots (as defined below) for the dFusion Protocol (as defined below) equal to [_________] Subnet Slots, and on the conditions and subject to the terms set forth below. 

  1. Subnet Slots. Purchaser understands and acknowledges that Purchaser is buying one or more non-fungible cryptographic tokens (each, an “NFT”) with contract addresses to be provided by the Company after the Total Purchase Price is delivered. Purchaser further understands that for each NFT purchased, the Purchaser is eligible to access certain rights pursuant to that certain dFusion Subnet Slot License Agreement attached as Exhibit A hereto granting the Purchaser all the rights and obligations thereto (the “License Agreement” and together with the NFT, the “Subnet Slot”). By purchasing a Subnet Slot (the “Offering”) and executing this Subnet Slot Purchase Agreement (“NPA”) and accessing the Subnet Slot Software (as defined in the License Agreement), the Purchaser agrees to be bound by this NPA and the License Agreement for each Subnet Slot purchased. 

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THIS NPA YOU ARE AGREEING TO RESOLVE ANY DISPUTE BETWEEN YOU AND THE SELLER THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 7.6 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

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  1. Offer and Sale
    1. Purchaser Qualification. Purchaser acknowledges and agrees that it is required to meet certain requirements in order to participate in this Offering, including the Purchaser’s residency and citizenship requirements, as well as compliance with this NPA, the License Agreement, and the dFusion Terms of Service found at https://www.dfusion.ai/terms-of-use (together, the “Purchase Agreements”). Purchaser acknowledges and agrees that, in the event the Company determines that Purchaser does not meet the Company’s requirements for Purchasers under the Purchase Agreements (as determined by the Company in its reasonable discretion), the Company may immediately and without notice rescind or terminate, as applicable, this NPA, the License Agreement, and the Purchaser’s usage of the NFTs, notwithstanding Purchaser’s compliance with the Purchase Agreements and delivery of the Total Purchase Price to the Company.
    2. Payment. Purchaser covenants and agrees to pay the Total Purchase Price to the Company on the Effective Date. Purchaser acknowledges and agrees that the Company may, in its sole discretion, rescind or terminate, as applicable, this NPA, the License Agreement, and the Purchaser’s usage of the NFTs in the event that Purchaser does not execute this NPA or deliver the Total Purchase Price on the Effective Date.
    3. Form of Payment. The Company agrees to accept all payments payable to the Company hereunder in U.S. dollars USD Coin (USDC) and Tether (USDT). The Company may elect to accept other forms of payment such as Bitcoin (BTC), Ether (ETH) or other digital assets on an as-converted to U.S. dollars basis in its sole discretion. The U.S. dollar exchange rate for BTC, ETH or any other forms of payment shall be determined solely by the Company or its assignee or agent in accordance with reasonable and accepted market practices and additional transaction fees may apply. The Purchaser agrees to send the Total Purchase Price to the Company’s wallet address set forth on this page or otherwise provided to Purchaser in writing at the time of purchase.
  2.  NFT Delivery
    1. Delivery. The Company, its agents or representatives shall deliver to Purchaser’s Wallet (as defined below), in full satisfaction of this NPA, the number of NFTs purchased as set forth on this page.
    2. Conditions to Subnet Slot Delivery. In connection with, as a condition to, and prior to delivery of the NFTs by the Company to the Purchaser pursuant to Section 3.1, and in each case unless waived in writing by the Company:
      1. The Purchaser will execute and deliver to the Company any and all other transaction documents related to this NPA and the delivery of the NFTs as are reasonably required to comply with then applicable laws or regulations, including documentation and information necessary to verify Purchaser’s residency, citizenship, and eligibility to enter into this NPA;
      2. The Purchaser will provide to the Company in writing a compliant network wallet addresses compatible with receiving the NFTs (“Wallet”) an exchange or custodial solution designated by the Company (the “Designated Custodian”) to which the Purchaser’s NFTs will be delivered; and
      3. The Purchaser will complete and deliver all AML and KYC Forms (as defined below) reasonably requested by the Company as the Company deems necessary to comply with then applicable laws and regulations.
    3. Lockup. The NFTs acquired herein shall be subject to the following restrictions (collectively, the “Lockup Provisions”):
      1. Lockup Period.  Prior to the twelve-month anniversary of the Effective Date, Purchaser agrees that it will not Transfer (as defined in Section 4.6) any of the Subnet Slots acquired pursuant to this NPA or any interest therein, any options to purchase any of the Subnet Slots, or any instruments convertible into, exchangeable for, or that represent the right to receive any of the Subnet Slots, whether now or hereinafter acquired by the Purchaser.
      2. Restrictions. To ensure compliance with these Lockup Provisions, the Company may impose, or cause the Designated Custodian to impose, technological lockups or restrictions on the Subnet Slots.
  3. DEFINITIONS
    1. “AML and KYC Forms” means any and all forms, documents, processes and procedures, including, for the avoidance of doubt, any electronic verification system or process, which the Company determines, in its sole discretion, are reasonably necessary for the Company to comply with applicable Money Laundering Laws and “know your customer” laws. 
    2. “dFusion Protocol” means the blockchain based protocol that leverages artificial intelligence for knowledge and database management services, with units of value on the protocol currently denominated as dFusion tokens. 
    3. “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization. 
    4. “Money Laundering Laws” means the applicable laws, rules and regulations of all jurisdictions in which the Purchaser is located, resident, organized or operates concerning or related to anti-money laundering, including but not limited to those contained in the Bank Secrecy Act of 1970 and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), each as amended and including the rules and regulations thereunder, and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority.
    5. “Person” means any individual or legal entity, including a government or political subdivision or an agency or instrumentality thereof.
    6. “Transfer” means, with respect to any instrument, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the grant, creation or suffrage of a lien or encumbrance in or upon, or the gift, placement in trust, or other disposition of such instrument or any right, title or interest therein, or the record or beneficial ownership thereof, the offer to make such a sale, transfer or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing.
  4. PURCHASER REPRESENTATIONS
    1. Authorization. The Purchaser has full power and authority to enter into this NPA.  This NPA, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
    2. Purchase Entirely for Own Account. This NPA is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this NPA, the Purchaser hereby confirms that the Subnet Slots to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.  By executing this NPA, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, Transfer or grant participations to such Person or to any third Person, with respect to any of the Subnet Slots.  The Purchaser has not been formed for the specific purpose of acquiring the Subnet Slots.
    3. Disclosure of Information. The Purchaser has sufficient knowledge of and experience in business and financial matters to be able to evaluate the risks and merits of its purchase of Subnet Slots and is able to bear the risks thereof. The Purchaser has not relied on any representations or warranties made by the Company outside of this instrument, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any white paper.
    4. Compliance with Securities Laws. The Purchaser understands that the Subnet Slots have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities laws, by reason of a specific exemption from the registration provisions of the Securities Act and other applicable state securities laws which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Subnet Slots may be deemed “restricted securities” under applicable United States federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Subnet Slots indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available.  The Purchaser acknowledges that the Company has no obligation to register or qualify the Subnet Slots for resale, and exemptions from registration and qualification may not be available or may not permit the Purchaser to transfer all or any of the Subnet Slots in the amounts or at the times proposed by the Purchaser. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Subnet Slots, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
    5. No Public Market. The Purchaser understands that no public market now exists for the Subnet Slots, and that the Company has not made any assurances that a public market will ever exist for the Subnet Slots and the Company is not under any obligation to register or qualify the Subnet Slots under the laws of any Governmental Authority.
    6. Legends. The Purchaser understands that the Subnet Slots may be deemed to bear any one or more of the following legends: (a) any legend required by the securities laws of any state to the extent such laws are applicable to the Subnet Slots represented by the certificate so legended, and (b): the following legend (and even without such legend the following restrictions apply):

THE SUBNET SLOTS PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED TO HOLD FOR THE LONG TERM AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNLESS SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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Purchaser hereby agrees that, to enforce the restrictions set forth in the Purchase Agreements, the Company may impose technological and other restrictions on the Wallet and the Subnet Slots deliverable hereunder.

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  1. Other Applicable Law. Purchaser represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the purchase of the Subnet Slots, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Subnet Slots, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Subnet Slots. The Purchaser’s purchase and payment for and continued beneficial ownership of the Subnet Slots will not violate any applicable laws of the Purchaser’s jurisdiction.
  2. Regulation S Representations and Restrictions. Purchaser hereby agrees and represents to the Company as follows:  
    1. Purchaser is not in the United States, is not a U.S. Person as defined in Rule 902(k) of Regulation S under the Securities Act, and is not acquiring the Subnet Slots for the account or benefit of any U.S. Person. The Purchaser understands that a “U.S. person”, as defined by Regulation S, includes any natural person resident in the United States; any partnership or corporation organized or incorporated under the laws of the United States; any estate of which any executor or administrator is a “U.S. person”; any trust of which any trustee is a “U.S. person”; any agency or branch of a foreign entity located in the United States; any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a “U.S. person”; any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if any individual) resident in the United States; and any partnership or corporation organized or incorporated under the laws of a jurisdiction other than the United States which was formed by a “U.S. person” principally for the purpose of investing in securities not registered under the Act (as defined below), unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of Regulation D promulgated under the Act) who are not natural persons, estates or trusts.
    2. Purchaser will not, during the restricted period that is applicable to the Subnet Slots set forth in the legend set forth below (the “Restricted Period”) and to any certificate representing the Subnet Slots, offer or sell any of the foregoing (or create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person or other than in accordance with Regulation S, or engage in hedging transactions with regard to the Subnet Slots prior to the expiration of the Restricted Period unless in compliance with the Securities Act.
    3. Purchaser will, after the expiration of the applicable Restricted Period, offer, sell, pledge or otherwise Transfer the Subnet Slots (or create or maintain any derivative position equivalent thereto) only pursuant to registration under the Securities Act or any available exemption therefrom and, in any case, in accordance with applicable state securities laws.
    4. Purchaser acknowledges and agrees that the Subnet Slots will be deemed to bear the legend set forth below (in addition to any other legends required by applicable federal, state, or foreign securities laws or provided in any other agreement with the Company):

THE SUBNET SLOTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND NEITHER THE COMPANY NOR ANY COMPANY AFFILIATE INTENDS TO REGISTER THEM. PRIOR TO THE ONE-YEAR ANNIVERSARY OF THE DATE OF SALE, THE SUBNET SLOTS MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH SUBNET SLOTS) IN THE UNITED STATES OR TO U.S. PERSONS AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT, OTHER THAN TO DISTRIBUTORS, UNLESS THE SUBNET SLOTS ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE.  PRIOR TO THE ONE-YEAR ANNIVERSARY OF THE DATE OF SALE, YOU MAY RESELL SUCH SUBNET SLOTS ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE SUBNET SLOTS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.  A HOLDER OF THE SUBNET SLOTS WHO IS A DISTRIBUTOR, DEALER, SUB-UNDERWRITER OR OTHER SECURITIES PROFESSIONAL, IN ADDITION, CANNOT, PRIOR TO THE ONE YEAR ANNIVERSARY OF THE DATE OF SALE, RESELL THE SUBNET SLOTS TO A U.S. PERSON AS DEFINED BY RULE 902(k) OF REGULATION S UNLESS THE SUBNET SLOTS ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

  1. Neither the Purchaser nor any person acting on its behalf has engaged, or will engage, in any directed selling efforts to U.S. Persons with respect to the Subnet Slots, except that Purchaser may sell or otherwise dispose of any of the Subnet Slots pursuant to an effective registration statement or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The purchase of the Subnet Slots herein has not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the requirements of the Securities Act. The Purchaser understands that directed selling efforts” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered in reliance on this Regulation S (§ 230.901 through § 230.905, and Preliminary Notes). Such activity includes placing an advertisement in a publication “with a general circulation in the United States” that refers to the offering of securities being made in reliance upon this Regulation S.
  1. OFAC. Neither the Purchaser, nor, if applicable, any of its affiliates or direct or indirect beneficial owners; (i) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), nor are they otherwise a party with which the Company is prohibited to deal under the laws of the United States; (ii) is a Person identified as a terrorist organization on any other relevant lists maintained by any Governmental Authority; (iii) resides in the United States, Cuba, Iran, North Korea, Syria, Belarus, Russia, or the Crimea, Luhansk, Donetsk, Zaporizhzhia, or Kherson regions of Ukraine, or any other jurisdiction subject to comprehensive sanctions pursuant to OFAC Regulations (defined below); or (iv) unless otherwise disclosed in writing to the Company prior to the date of this NPA, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure. The Purchaser further represents and warrants that, if applicable, the Purchaser: (a) has conducted thorough due diligence with respect to all of its beneficial owners; (b) has established the identities of all direct and indirect beneficial owners and the source of each beneficial owners’ funds; and (c) will retain evidence of those identities, any source of funds and any due diligence.
  2. Sources and Uses of Funds. The Purchaser further represents, warrants and agrees as follows:
    1. No payment or other transfer of value to the Company and shall cause the Company to be in violation of applicable U.S. federal or state or non-U.S. laws or regulations, including, without limitation, anti-money laundering, economic sanctions, anti-bribery or anti-boycott laws or regulations, the Patriot Act, or the various statutes, regulations and executive orders administered by OFAC (“OFAC Regulations”).
    2. No payment or other transfer of value to the Company is or will be derived from, pledged for the benefit of, or related in any way to, (i) the government of any country designated by the U.S. Secretary of State or other Governmental Authority as a country supporting international terrorism, (ii) property that is blocked under any OFAC Regulations or that would be blocked under OFAC Regulations if it were in the custody of a U.S. national, (iii) Persons to whom U.S. nationals cannot lawfully export services, or with whom U.S. nationals cannot lawfully engage in transactions under OFAC Regulations, (iv) the government of any country that has been designated as a non- cooperative country or designated by the U.S. Secretary of the Treasury or other Governmental Authority as a money laundering jurisdiction or (v) directly or indirectly, any illegal activities. The Purchaser acknowledges that Money Laundering Laws may require the Company to collect documentation verifying the identity and the source of funds used to acquire the Subnet Slots before, and from time to time after, the date of this NPA. 
  3. Additional Information. The Purchaser will provide to the Company information that the Company from time to time reasonably determines to be necessary or appropriate (i) to comply with OFAC Regulations, Money Laundering Laws, anti-terrorism laws, rules and regulations and or any similar laws and regulations of any applicable jurisdiction and (ii) to respond to requests for information concerning the identity and or source of funds of the Purchaser from any Governmental Authority, self-regulatory organization or financial institution in connection with its anti-money laundering compliance procedures, or to update that information. The Purchaser understands and acknowledges that the Company may be required to report any action or failure to comply with information requests and to disclose the identity to Governmental Authorities, self-regulatory organizations and financial institutions, in certain circumstances without notifying the Purchaser that the information has been so provided. The Purchaser further understand and agrees that any failure on its part to comply with this Section 5.11 would allow the Company to terminate the Purchase Agreements and require the forfeiture of any Subnet Slots previously delivered to the Purchaser.  
  4. Voluntary Compliance. The Purchaser understands and agrees that, even if the Company is not obligated to comply with any U.S. anti-money laundering requirements, the Company may nevertheless choose to voluntarily comply with such requirements as the Company deems appropriate in its sole discretion. The Purchaser agrees to cooperate with the Company as may be required in the reasonable opinion of the Company in connection with such compliance.
  5. Taxes. PURCHASER ACKNOWLEDGES AND AGREES THAT IT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASING, HOLDING, EXCHANGING, SELLING, TRANSFERRING OR OTHERWISE USING THE SUBNET SLOTS IN ANY WAY. PURCHASER HEREBY REPRESENTS THAT (A) IT HAS CONSULTED WITH A TAX ADVISER THAT IT DEEMS ADVISABLE IN CONNECTION WITH ANY USE OF THE SUBNET SLOTS, OR THAT IT HAS HAD THE OPPORTUNITY TO OBTAIN TAX ADVICE BUT HAVE CHOSEN NOT TO DO SO, (B) NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES HAS PROVIDED PURCHASER WITH ANY TAX ADVICE, AND (C) PURCHASER AGREES TO BE FULLY RESPONSIBLE FOR ANY TAXES RESULTING FROM ANY PURCHASE, HOLDING, EXCHANGE, SALE, STAKING, TRANSFER OR OTHER USE OF THE SUBNET SLOTS.
  1. DISCLAIMERS
    1. Wallet. You assume full responsibility and liability for any losses resulting from any intentional or unintentional misuse of your Wallet including, without limitation, any loss resulting from designating a non-compliant wallet for the receipt of any of the NFTs, or depositing one type of digital asset to a wallet intended for another type of digital asset. The Company assumes no responsibility or liability in connection with any such misuse.
    2. Indemnity. NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE PURCHASER, AND THE PURCHASER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY, ITS AFFILIATES AND THEIR AGENTS AND ADVISORS, AND THE SUCCESSORS AND ASSIGNS OF THE FOREGOING, FROM AND AGAINST, ALL OR ANY PART OF ANY THIRD PARTY CAUSES OF ACTION, CLAIMS, LIABILITIES, LOSSES, COSTS, DAMAGES AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND EXPENSES) (COLLECTIVELY “CLAIMS”) FOR DAMAGES TO OR LOSS OF PROPERTY ARISING OUT OF OR RESULTING FROM THE TRANSACTIONS CONTEMPLATED HEREIN. 
    3. Limitation of Liability. NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE OR RESPONSIBLE TO THE PURCHASER, NOR BE DEEMED TO HAVE DEFAULTED UNDER OR BREACHED THE PURCHASE AGREEMENTS, FOR ANY FAILURE OR DELAY IN FULFILLING OR PERFORMING ANY TERM OF THE PURCHASE AGREEMENTS, INCLUDING WITHOUT LIMITATION, SELLING THE SUBNET SLOTS, SENDING THE SUBNET SLOTS TO THE WALLET, OR DISTRIBUTING THE SUBNET SLOTS, WHEN AND TO THE EXTENT SUCH FAILURE OR DELAY IS CAUSED BY OR RESULTS FROM ACTS BEYOND THE AFFECTED PARTY'S COMMERCIALLY REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION: (A) ACTS OF GOD; (B) FLOOD, FIRE, EARTHQUAKE, PANDEMICS OR EXPLOSION; (C) WAR, INVASION, HOSTILITIES (WHETHER WAR IS DECLARED OR NOT), TERRORIST THREATS OR ACTS, OR OTHER CIVIL UNREST; (D) APPLICABLE LAW OR REGULATIONS; OR (E) ACTION BY ANY GOVERNMENTAL AUTHORITY. THE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SUBNET SLOTS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, OR ANY OTHER PERSON ON THE COMPANY'S BEHALF.

THE PURCHASER UNDERSTANDS THAT PURCHASER HAS NO RIGHT AGAINST THE COMPANY, ITS AFFILIATES OR ANY OTHER INDIVIDUAL OR LEGAL ENTITY EXCEPT IN THE EVENT OF THE COMPANY’S MATERIAL BREACH OF THIS INSTRUMENT OR INTENTIONAL FRAUD. THE COMPANY’S (OR ANY OTHER INDIVIDUAL’S OR LEGAL ENTITY’S) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS NPA, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED US$1,000.00. NEITHER THE COMPANY NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS INSTRUMENT.

  1. Waiver of Warranties; Assumption of Risks. THE RISK OF LOSS IN BUYING, HOLDING AND TRADING DIGITAL ASSETS AND RIGHTS THEREIN, INCLUDING THE SUBNET SLOTS, CAN BE IMMEDIATE AND SUBSTANTIAL. THERE IS NO GUARANTEE AGAINST LOSSES FROM PARTICIPATING IN THE OFFERING. PURCHASER SHOULD THEREFORE CAREFULLY CONSIDER WHETHER TRADING OR HOLDING VIRTUAL CURRENCY IS SUITABLE FOR THE PURCHASER IN LIGHT OF ITS FINANCIAL CONDITION. Purchaser understands that the Subnet Slots involve risks, all of which the Purchaser fully and completely assumes, including, but not limited to, the risks that (i) the technology and economic models associated with dFusion Protocol will not function as intended; (ii) dFusion Protocol will fail to attract sufficient interest from users; (iii) dFusion Protocol and/or the network will not be completed and the Subnet Slots will not become or remain functional; and (iv) the Company, its affiliates and/or third parties involved in the development of dFusion Protocol may be subject to investigation and punitive actions from Governmental Authorities. Purchaser understands and expressly accepts that the Subnet Slots will be created and delivered to the Purchaser at the sole risk of the Purchaser on an “AS IS” and “UNDER DEVELOPMENT” basis. NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES MAKES ANY WARRANTY WHATSOEVER WITH RESPECT TO THE SUBNET SLOTS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, OR ANY OTHER PERSON ON ITS BEHALF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ASSUMES ALL RISKS AND LIABILITIES FOR THE RESULTS OBTAINED BY THE USE OF ANY SUBNET SLOTS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY OR ITS AFFILIATES, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE SUBNET SLOTS.
  2. Class Action Waiver. Any claim or dispute arising under the Purchase Agreements will take place on an individual basis without resort to any form of class or representative action (the “Class Action Waiver”). THIS CLASS ACTION WAIVER PRECLUDES ANY PARTY FROM PARTICIPATING IN OR BEING REPRESENTED IN ANY CLASS OR REPRESENTATIVE ACTION REGARDING A CLAIM. Regardless of anything else in the Purchase Agreements to the contrary, the validity and effect of the Class Action Waiver may be determined only by a court or referee and not by an arbitrator, and Purchaser acknowledges that this Class Action Waiver is material and essential to the arbitration of any disputes between the Parties and is non-severable from the Purchase Agreements.
  3. Confidentiality. Purchaser agrees that such Purchaser and its affiliates will keep confidential and will not disclose, divulge, or use for any purpose any information obtained from the Company that is marked as confidential or that a reasonable person would understand to be confidential, unless such information (a) is known or becomes known to the public in general, (b) is or has been independently developed or conceived by such Purchaser without use of the Company’s confidential information, or (c) is or has been made known or disclosed to such Purchaser by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent reasonably necessary to obtain their services in connection with monitoring its rights or obligations under the Purchase Agreements; or (ii) as may otherwise be required by law regulation, rule, court order or subpoena, provided that Purchaser promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.
  1. MISCELLANEOUS
    1. Entire Agreement. The Purchase Agreements set forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral of written, between them. The Purchase Agreements are one of a series of similar agreements entered into by the Company from time to time. Any provision of this NPA may be amended, waived or modified only upon the written consent of the Company and the Purchaser.
    2. Notices. Any notice required or permitted by the Purchase Agreements will be deemed sufficient when sent by email to the relevant address provided at the time of purchase of the Subnet Slot. 
    3. No Rights as Stockholder. The Purchaser is not entitled, as a holder of this NPA, to vote or receive dividends or be deemed an equityholder of the Company for any purpose, nor will anything contained herein be construed to confer on the Purchaser, as such, any of the rights of an equityholder or any right to vote for the election of directors or upon any matter submitted to the board of directors at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise.
    4. Transfers and Assigns. The rights contained in the Purchase Agreements may be Transferred, by operation of law or otherwise, by the Purchaser upon the expiration of the Lockup Provisions detailed in Section 3.3 above, only if such transferee validly agrees they will continue to be bound by the Purchase Agreements.  The Company may assign its rights under the Purchase Agreements without the consent of the Purchaser.
    5. Severability. In the event any one or more of the provisions of the Purchase Agreements is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of the Purchase Agreements operate or would prospectively operate to invalidate any of the Purchase Agreements, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of the Purchase Agreements and the remaining provisions will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby. 
    6. Governing Law; Dispute Resolution. Any unresolved controversy or claim arising out of or relating to this Agreement, except any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be determined by arbitration administered by the Center of Arbitration and Conciliation of Singapore in accordance with its rules. All disputes shall be heard by a single arbitrator. The law of the arbitration shall be the law of Singapore. The language of the arbitration shall be English. The arbitration shall take place in [●], Singapore, unless such venue is not mutually agreeable to the parties, in which case the arbitration shall be administered by the Singaporean Conciliation and Arbitration Centre in accordance with its procedural rules. The arbitration shall be commenced following the aggrieved party’s notification to the other of the particulars of the controversy or claim along with the aggrieved party’s proposed arbitrator obtained from a list of potential arbitrators maintained by the American Arbitration Association (the “AAA”). Where the notified party does not agree with the choice of arbitrator or if no agreement on the choice of arbitrator can be reached within thirty (30) days, then an arbitrator will be one chosen by the AAA having reasonable experience in transactions of the type provided for in this Agreement. The arbitrator shall render the award within three (3) months of the commencement of the arbitration, unless such time limit is extended by the arbitrator. Prior to the issue or delivery of arbitral award, each party will bear its own costs in respect the arbitration, following which the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. An award by the arbitrator shall be final and conclusive and binding upon the parties and shall not be subject to further appeal. Each party may enforce any award granted in accordance with this Section 7.6 in any court of competent jurisdiction. The arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and all hearings shall be recorded, with such record constituting the official transcript of such proceedings. 
    7. Additional Assurances. The Purchaser shall, and shall cause its affiliates to, from time to time, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably requested by Company or are necessary for the Company, upon the advice of counsel, to carry out the provisions of the Purchase Agreements and give effect to the transactions contemplated hereby, including, without limitation, to enable the Company to register the Subnet Slots, to enable the Subnet Slots to qualify for or maintain an exemption from registration (to the extent any such exemptions are available), to comply with Money Laundering Laws, or to otherwise complete the transactions contemplated hereby and to comply with applicable laws as then in effect.
    8. Force Majeure. Without limitation of anything else in the Purchase Agreements, neither the Company nor any of its affiliates shall be liable or responsible to the Purchaser, nor be deemed to have defaulted under or breached the Purchase Agreements, for any failure or delay in fulfilling or performing any term of this instrument  when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, pandemics, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, or other civil unrest or instability; (d) changes to applicable law; or (e) action by any Governmental Authority
    9. Third Party Rights. Except as expressly provided in Section 6.2, a Person who is not a party to the Purchase Agreements shall not have any rights under the Contracts (Rights of Third Parties) Act (as amended) to enforce any terms thereof. Notwithstanding any term of the Purchase Agreements, the consent of or notice to any person who is not a party to the Purchase Agreements shall not be required for any termination or rescission or any agreement to any variation, waiver, assignment, novation, release or settlement under the Purchase Agreements at any time. 

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[Signature Pages Follow]

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IN WITNESS WHEREOF the partis hereto have executed this Agreement effective as of [______], 2024.

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PURCHASER

[NAME]

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By: ________________________
Name:
Title:
Email:

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COMPANY

DFUSION AI LABS INC.

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By: ________________________
Name:
Title:
Email:

EXHIBIT A
Subnet Slot License Agreement

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© 2024 dFusion AI Labs Inc.
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