Legal

Founding Circle Terms & Conditions

Working draft v0.1-draft — presented for review; final wording follows legal review.

ARCBDS FOUNDING CIRCLE

TERMS & CONDITIONS

Document Version: 0.1 — Working Draft for Legal Review

Effective Date: [●]

Last Updated: [●]

These ARCBDS Founding Circle Terms & Conditions (the “Terms”) govern participation in the ARCBDS Founding Circle programme.

These Terms supplement and form part of the ARCBDS Founding Circle Participation Agreement.

If these Terms conflict with the Participation Agreement, the Participation Agreement shall prevail unless expressly stated otherwise.

1. DEFINITIONS

Unless otherwise defined in these Terms, capitalised terms have the meanings given to them in the ARCBDS Founding Circle Participation Agreement.

For these Terms:

1.1 “Account”

means a registered ARCBDS platform account associated with a Participant.

1.2 “Alignment Reward”

means the additional ARCBDS entitlement allocated according to the applicable Founding Circle participation category.

1.3 “Applicable Price”

means the fixed ARCBDS allocation price applicable to a particular Founding Circle category.

1.4 “Contribution”

means the amount accepted from a Participant for participation in the Founding Circle.

1.5 “Founding Circle”

means the initial structured participation stage of the ARCBDS ecosystem.

1.6 “Participation Category”

means Access, Growth or Legacy.

1.7 “Participation Confirmation”

means the official electronic or written record confirming an accepted participation.

1.8 “Platform”

means the official website, member portal, application, dashboard or other digital infrastructure designated by ARCBDS.

1.9 “Released ARCBDS”

means ARCBDS that has completed the applicable release requirement and has become available to the Participant subject to Applicable Law and platform functionality.

1.10 “Unreleased ARCBDS”

means ARCBDS that remains subject to a Cliff, Release Period or other valid distribution restriction.

2. ACCEPTANCE OF THESE TERMS

2.1 A Participant accepts these Terms by:

a. electronically accepting them during registration or participation;

b. completing a Founding Circle participation after being presented with these Terms;

c. signing an applicable Participation Agreement; or

d. using another legally valid acceptance method provided by the Company.

2.2 Participation shall not be deemed accepted merely because a Participant:

a. created an Account;

b. completed KYC;

c. submitted a participation request; or

d. sent digital assets to a wallet.

2.3 Participation becomes effective only after the Company confirms acceptance through the Platform or issues a Participation Confirmation.

3. FOUNDING CIRCLE PURPOSE

3.1 The Founding Circle is designed as the first structured participation stage within the wider ARCBDS ecosystem.

3.2 Participation may provide access to:

a. ARCBDS allocations;

b. Alignment Rewards;

c. ecosystem participation rights;

d. future ecosystem access;

e. community privileges;

f. selected events or initiatives;

g. future allocation opportunities; and

h. other benefits expressly announced by the Company.

3.3 No Participant acquires a contractual right to any benefit that has not been expressly confirmed in official ARCBDS documentation.

3.4 Future privileges, ecosystem services and participation opportunities may depend on:

a. Participant category;

b. ARCBDS holdings;

c. regulatory eligibility;

d. Account status;

e. regional availability;

f. ecosystem development;

g. qualification requirements; or

h. other published criteria.

4. STAGE 1 ALLOCATION

4.1 The total ARCBDS allocation designated for the overall Founding Circle is:

200,000,000 ARCBDS

4.2 The initial Founding Circle Stage 1 makes available up to:

50,000,000 ARCBDS

in total entitlement capacity.

4.3 Unless otherwise expressly confirmed in approved allocation documentation, Stage 1 entitlement capacity includes:

a. base ARCBDS allocations; and

b. Alignment Reward allocations.

4.4 The remaining Founding Circle allocation is reserved for future stages.

4.5 Participants in Stage 1 are not automatically entitled to:

a. later-stage participation;

b. later-stage pricing;

c. future bonuses;

d. priority allocation;

e. additional ARCBDS; or

f. the same commercial terms in subsequent stages.

4.6 The Company may close Stage 1 when:

a. the Stage 1 allocation capacity has been reached;

b. a regulatory restriction applies;

c. the programme reaches its scheduled closing date;

d. operational capacity is reached; or

e. the Company determines that continued acceptance is not appropriate.

5. PARTICIPATION CATEGORIES

The current Founding Circle Stage 1 categories are:

5.1 ACCESS

Minimum Participation: US$100 equivalent

Fixed Allocation Price: US$0.095 per base ARCBDS

Alignment Reward: +10% ARCBDS

Participation Period: 9 months

Cliff: None

Release: Linear daily release

5.2 GROWTH

Minimum Participation: US$100 equivalent

Fixed Allocation Price: US$0.090 per base ARCBDS

Alignment Reward: +20% ARCBDS

Participation Period: 18 months

Cliff: 3 months

Release: Linear daily release according to the applicable release schedule

5.3 LEGACY

Minimum Participation: US$100 equivalent

Fixed Allocation Price: US$0.080 per base ARCBDS

Alignment Reward: +30% ARCBDS

Participation Period: 24 months

Cliff: 6 months

Release: Linear daily release according to the applicable release schedule

6. ALIGNMENT REWARD

6.1 The Alignment Reward represents an additional ARCBDS allocation calculated from the Participant's base ARCBDS allocation.

6.2 It does not constitute:

a. interest;

b. dividend;

c. yield;

d. investment return;

e. guaranteed profit;

f. cash rebate; or

g. guaranteed market value.

6.3 The Alignment Reward is subject to the same applicable release restrictions as the Participant's corresponding Founding Circle allocation unless otherwise expressly stated.

6.4 The Alignment Reward has no guaranteed fiat or stablecoin value.

7. PARTICIPATION AMOUNT

7.1 The minimum Stage 1 participation amount is currently:

US$100 equivalent

7.2 The Company may impose:

a. transaction minimums;

b. transaction maximums;

c. Participant-specific limits;

d. jurisdiction-specific limits;

e. compliance-based limits; or

f. programme-wide limits.

7.3 A displayed participation amount does not guarantee acceptance.

7.4 Larger Contributions may require enhanced due diligence, including additional source-of-funds or source-of-wealth verification.

8. PARTICIPATION APPLICATION

To participate, a prospective Participant may be required to:

create an Account;

provide accurate registration information;

complete identity verification;

complete KYC or KYB;

complete sanctions and AML screening;

provide source-of-funds information where required;

select a Participation Category;

review applicable documents;

acknowledge the Risk Disclosure;

accept the Participation Agreement;

accept these Terms;

provide a wallet address where required;

make the applicable Contribution; and

receive final participation approval.

9. KYC AND ACCOUNT APPROVAL

9.1 Completion of KYC does not guarantee acceptance into the Founding Circle.

9.2 The Company may request additional information at any time where reasonably required for:

a. AML compliance;

b. sanctions screening;

c. fraud prevention;

d. regulatory compliance;

e. wallet verification;

f. source-of-funds checks;

g. source-of-wealth checks; or

h. account security.

9.3 The Company may decline an applicant without completing participation where acceptance would:

a. violate Applicable Law;

b. create sanctions exposure;

c. create unacceptable compliance risk;

d. exceed programme capacity; or

e. otherwise breach official programme requirements.

10. ONE PARTICIPANT — ONE VERIFIED IDENTITY

10.1 Each Participant must participate through their own verified identity unless acting as an authorised representative of a legal entity.

10.2 A Participant may not:

a. create misleading duplicate identities;

b. use another person's identity;

c. circumvent limits through multiple Accounts;

d. submit false KYC information;

e. use nominee Accounts to avoid compliance controls; or

f. conceal beneficial ownership.

10.3 The Company may merge, restrict, review or suspend Accounts reasonably suspected of violating this section.

11. CORPORATE AND INSTITUTIONAL PARTICIPATION

11.1 Companies, trusts, family offices, partnerships and other legal entities may participate only where accepted by the Company.

11.2 Such Participants may be required to provide:

a. incorporation records;

b. business registration;

c. constitutional documents;

d. ownership structure;

e. board resolutions;

f. authorised-signatory details;

g. ultimate beneficial-owner information;

h. source-of-funds evidence;

i. tax information; and

j. additional compliance documentation.

11.3 The individual accepting these Terms for a legal entity confirms that they possess authority to bind that entity.

12. PAYMENT METHODS

12.1 Contributions may be accepted in supported digital assets or other payment methods displayed through the official Platform.

12.2 Where USDT is accepted, the Company may support selected blockchain networks, including where operationally available:

a. TRC20;

b. ERC20;

c. BEP20; or

d. other officially announced networks.

12.3 Only payment methods and receiving addresses displayed through official ARCBDS channels shall be treated as authorised.

12.4 Participants must not send funds to:

a. personal wallets of community leaders;

b. agents not expressly authorised to receive funds;

c. social-media wallet addresses;

d. unofficial OTC intermediaries; or

e. any wallet not confirmed by the official Platform.

13. BLOCKCHAIN CONFIRMATION

13.1 A Contribution is not considered complete until sufficient blockchain confirmation has been received and the transaction passes required verification.

13.2 Confirmation requirements may differ between networks.

13.3 Blockchain congestion may delay confirmation.

13.4 The Company is not responsible for delays caused solely by a blockchain network beyond its reasonable control.

14. INCORRECT TRANSACTIONS

14.1 Participants are responsible for checking:

a. token type;

b. blockchain network;

c. receiving address;

d. transaction amount; and

e. wallet compatibility.

14.2 Assets transferred using an unsupported blockchain or asset may be permanently inaccessible.

14.3 The Company does not guarantee recovery of incorrectly transferred digital assets.

14.4 If technical recovery is possible, the Company may:

a. require identity verification;

b. require proof of transaction ownership;

c. charge reasonable recovery costs; and

d. require additional processing time.

14.5 The Company may decline recovery where recovery would create security, regulatory or technical risk.

15. THIRD-PARTY PAYMENTS

15.1 Contributions should generally originate from a wallet or account owned or controlled by the Participant.

15.2 Third-party Contributions may be prohibited or subject to additional verification.

15.3 The Company may request evidence showing:

a. ownership of the sending wallet;

b. relationship between sender and Participant;

c. source of funds; and

d. reason for the third-party transfer.

15.4 A third-party payment may be rejected if sufficient verification cannot be completed.

16. ARCBDS ALLOCATION CALCULATION

Base allocation is generally calculated as:

Accepted Contribution ÷ Applicable Price = Base ARCBDS Allocation

The Alignment Reward is then calculated as:

Base ARCBDS Allocation × Alignment Reward Percentage

Total entitlement equals:

Base ARCBDS Allocation + Alignment Reward

Example:

If an eligible Access Participant contributes US$1,000:

Base allocation:

US$1,000 ÷ US$0.095 = approximately 10,526.3158 ARCBDS

Alignment Reward:

10,526.3158 × 10% = approximately 1,052.6316 ARCBDS

Total entitlement:

approximately 11,578.9474 ARCBDS

The actual Platform calculation and Participation Confirmation shall govern.

17. PARTICIPATION CONFIRMATION

17.1 After acceptance, the Participant should receive a Participation Confirmation showing applicable information including:

a. Contribution amount;

b. Participation Category;

c. Applicable Price;

d. base ARCBDS allocation;

e. Alignment Reward;

f. total ARCBDS entitlement;

g. applicable Cliff;

h. Release Period;

i. release commencement;

j. payment network;

k. transaction reference; and

l. applicable Agreement version.

17.2 Participants must review their Participation Confirmation promptly.

17.3 Any suspected calculation error should be reported within [7] calendar days after confirmation.

17.4 The Company may correct manifest clerical, calculation or technical errors.

18. CLIFF PERIOD

18.1 A Cliff means that ARCBDS subject to the Cliff remains unreleased during the applicable Cliff period.

18.2 The current Cliff structure is:

Access: No Cliff

Growth: 3 months

Legacy: 6 months

18.3 During a Cliff, applicable Unreleased ARCBDS may not be:

a. withdrawn;

b. transferred;

c. sold;

d. pledged;

e. assigned; or

f. otherwise disposed of,

unless expressly permitted by the Company and Applicable Law.

18.4 A displayed balance of Unreleased ARCBDS does not mean that the ARCBDS is immediately transferable.

19. RELEASE MECHANISM

19.1 Founding Circle allocations are intended to follow a linear daily release structure.

19.2 Release calculations may occur automatically through the Platform or applicable smart-contract infrastructure.

19.3 The Participant's dashboard may display:

a. total entitlement;

b. released amount;

c. unreleased amount;

d. next release;

e. remaining period; and

f. release completion date.

19.4 Technical display differences caused by rounding, blockchain timing or system updates may occur.

19.5 Official system records shall govern unless a manifest error is demonstrated.

20. RELEASED ARCBDS

20.1 Once ARCBDS becomes Released ARCBDS, the Participant may be permitted to:

a. retain it;

b. transfer it;

c. use it within applicable ecosystem functions;

d. withdraw it to a supported wallet; or

e. trade it where legally and technically available.

20.2 Released status does not guarantee:

a. exchange listing;

b. a buyer;

c. liquidity;

d. a particular price; or

e. immediate ability to convert ARCBDS into fiat or stablecoins.

21. UNRELEASED ARCBDS

21.1 Unreleased ARCBDS remains subject to the Participant's agreed participation structure.

21.2 Unless otherwise approved, Unreleased ARCBDS cannot be:

a. sold;

b. transferred;

c. assigned;

d. pledged;

e. used as collateral; or

f. withdrawn.

21.3 The Company may restrict attempted transfers of Unreleased ARCBDS through Platform or smart-contract controls where applicable.

22. MARKET PRICE

22.1 Founding Circle pricing is an allocation price and not a guaranteed future market price.

22.2 If ARCBDS begins secondary-market trading, the market may determine its price independently.

22.3 ARCBDS may trade:

a. above the Founding Circle allocation price;

b. below the Founding Circle allocation price;

c. with high volatility;

d. with limited volume; or

e. with no practical liquidity.

22.4 No Participant is entitled to compensation merely because ARCBDS trades below the Participant's original allocation price.

23. EXCHANGE LISTING

23.1 No exchange listing shall be considered guaranteed unless formally completed.

23.2 Statements concerning:

a. planned listings;

b. target exchanges;

c. anticipated listing dates;

d. market-making arrangements; or

e. expected liquidity

represent plans or expectations only unless formally confirmed.

23.3 Exchanges may independently:

a. delay listing;

b. reject listing;

c. suspend trading;

d. delist ARCBDS;

e. restrict jurisdictions; or

f. impose their own compliance rules.

24. PARTICIPANT PROTECTION RESERVE

24.1 The Founding Circle framework includes a proposed 20% Participant Protection Reserve mechanism, subject to the final approved Protection Reserve Terms.

24.2 The Protection Reserve is a separate reserve mechanism and should not be interpreted as insurance unless a specific regulated insurance arrangement expressly provides otherwise.

24.3 Protection Reserve eligibility is not automatic.

24.4 A Participant may be required to demonstrate that qualifying ARCBDS cannot reasonably be liquidated through recognised available market mechanisms before a claim may be considered.

24.5 A decline in market price alone does not automatically qualify as an inability to liquidate.

24.6 The following shall be governed by the separate ARCBDS Protection Reserve Terms:

a. eligibility;

b. waiting periods;

c. coverage percentage;

d. maximum claims;

e. reserve capacity;

f. market-price methodology;

g. qualifying liquidity conditions;

h. claim submission;

i. claim evidence;

j. exclusions;

k. prioritisation;

l. settlement;

m. treatment of acquired ARCBDS;

n. reserve exhaustion; and

o. suspension during abnormal market events.

24.7 The Protection Reserve does not constitute a promise of:

a. guaranteed repayment;

b. guaranteed capital preservation;

c. guaranteed buyback;

d. guaranteed redemption;

e. guaranteed market price; or

f. guaranteed liquidity.

25. ECOSYSTEM BENEFITS AND PRIVILEGES

25.1 Founding Circle Participants may receive access to ecosystem benefits periodically announced by ARCBDS.

25.2 Such benefits may include:

a. ecosystem access;

b. events;

c. educational programmes;

d. partner opportunities;

e. business ecosystem privileges;

f. selected allocation opportunities;

g. community initiatives; or

h. other approved benefits.

25.3 Unless expressly stated as a contractual entitlement, ecosystem benefits:

a. may evolve;

b. may differ by country;

c. may require separate qualification;

d. may depend on third parties;

e. may be subject to capacity; and

f. may be discontinued.

26. BUSINESS ECOSYSTEM PARTICIPATION

26.1 ARCBDS intends to grow through connections with qualified real-world businesses.

26.2 The participation of a business in the ecosystem does not automatically mean that:

a. ARCBDS owns that business;

b. Participants own shares in that business;

c. the business guarantees ARCBDS;

d. the business guarantees Participant returns;

e. Participants are entitled to the business's profits; or

f. the business guarantees token liquidity.

26.3 Specific rights relating to a participating business shall exist only where separately and expressly documented.

27. NO GUARANTEED RETURNS

The Founding Circle does not guarantee:

a. return on investment;

b. interest;

c. yield;

d. dividends;

e. passive income;

f. market appreciation;

g. token price;

h. liquidity;

i. exchange listing;

j. business performance;

k. Protection Reserve settlement; or

l. future allocations.

28. MARKETING AND COMMUNITY REPRESENTATIONS

28.1 Official Founding Circle terms are those contained in approved ARCBDS documentation.

28.2 Participants must not rely on unauthorised representations by:

a. community leaders;

b. referral partners;

c. promoters;

d. independent agents;

e. influencers;

f. social-media accounts;

g. event speakers; or

h. other Participants.

28.3 No person may alter the Company's contractual obligations without proper authority.

28.4 Participants should verify material claims through official ARCBDS channels.

29. REFERRAL PROGRAMMES

29.1 Referral programmes may be introduced separately.

29.2 Participation in the Founding Circle does not automatically entitle a Participant to referral rewards.

29.3 Any referral, generation, level, rank, leadership or reward programme shall be governed by separate ARCBDS Referral & Rewards Terms.

29.4 Referral rewards must not be described as guaranteed income.

29.5 Participants may not make misleading or unlawful representations to recruit others.

30. PARTICIPANT CONDUCT

Participants must not use the Founding Circle or Platform to:

a. commit fraud;

b. launder money;

c. finance unlawful activity;

d. evade sanctions;

e. impersonate another person;

f. manipulate the Platform;

g. exploit technical vulnerabilities;

h. conduct unauthorised scraping;

i. distribute malware;

j. create false Accounts;

k. manipulate referral activity;

l. falsify KYC information;

m. misrepresent ARCBDS;

n. promise unauthorised guaranteed returns;

o. misuse ARCBDS intellectual property; or

p. violate Applicable Law.

31. ACCOUNT SECURITY

31.1 Participants must protect their Account credentials.

31.2 Participants should use strong passwords and supported multi-factor authentication.

31.3 Participants must not share:

a. passwords;

b. OTP codes;

c. wallet private keys;

d. seed phrases; or

e. security credentials.

31.4 ARCBDS staff should never request a Participant's private key or seed phrase.

31.5 Participants must report suspected Account compromise promptly.

32. WALLET RESPONSIBILITY

32.1 Participants are responsible for ensuring that any wallet provided is:

a. compatible;

b. secure;

c. correctly entered; and

d. controlled by the Participant or otherwise lawfully authorised.

32.2 Loss of a private key may permanently prevent access to digital assets.

32.3 The Company cannot restore a non-custodial private key that it does not control.

33. ACCOUNT TRANSFER

33.1 Founding Circle Accounts and participation rights are personal to the verified Participant.

33.2 Accounts may not be sold, leased, transferred or assigned without approval.

33.3 Transfers following:

a. death;

b. incapacity;

c. corporate restructuring;

d. inheritance;

e. court order; or

f. other legally recognised circumstances

may require additional documentation and compliance verification.

34. DEATH OR INCAPACITY

34.1 Where an individual Participant dies or becomes legally incapacitated, the Company may require:

a. death certificate;

b. probate documents;

c. letters of administration;

d. court order;

e. beneficiary identification;

f. KYC documentation; and

g. other legally necessary evidence.

34.2 The Company shall not transfer Account assets or rights until it is reasonably satisfied as to the legal entitlement of the claimant.

35. PROGRAMME AVAILABILITY

35.1 The Company does not guarantee continuous availability of the Founding Circle.

35.2 Applications may be:

a. paused;

b. restricted;

c. closed;

d. delayed; or

e. rejected

where reasonably required.

35.3 Temporary programme closure does not affect previously accepted participation except where Applicable Law requires otherwise.

36. TECHNICAL MAINTENANCE

36.1 The Platform may occasionally be unavailable because of:

a. maintenance;

b. upgrades;

c. blockchain congestion;

d. security measures;

e. system migration;

f. technical failures; or

g. third-party service disruption.

36.2 The Company shall use reasonable efforts to maintain Platform availability but does not guarantee uninterrupted operation.

37. SECURITY INCIDENTS

37.1 The Company may temporarily restrict activity where a security incident is suspected.

37.2 Security measures may include:

a. withdrawal suspension;

b. wallet suspension;

c. forced logout;

d. password reset;

e. enhanced verification;

f. transaction review; or

g. smart-contract suspension where technically available.

37.3 Such measures are intended to protect Participants and ecosystem integrity.

38. SUSPENSION OF PARTICIPATION

The Company may suspend a Participant where reasonably necessary due to:

a. KYC failure;

b. sanctions concerns;

c. suspected fraud;

d. Account compromise;

e. regulatory direction;

f. breach of these Terms;

g. suspicious blockchain activity;

h. legal proceedings;

i. technical security threats; or

j. other material compliance concerns.

39. TERMINATION

39.1 Participation may be terminated in accordance with the Participation Agreement.

39.2 Termination may affect:

a. Account access;

b. future participation;

c. ecosystem privileges;

d. unreleased allocations;

e. referrals; or

f. other programme functionality,

subject to Applicable Law and the Participant's accrued contractual rights.

39.3 The treatment of Contributions and ARCBDS following termination shall depend on:

a. reason for termination;

b. allocation status;

c. Applicable Law;

d. sanctions obligations;

e. fraud findings;

f. release status; and

g. applicable refund rules.

40. CANCELLATION AND REFUND

40.1 Participants do not automatically have a right to cancel an accepted blockchain-based participation unless:

a. the ARCBDS Cancellation & Refund Policy allows it;

b. the Company expressly approves it; or

c. Applicable Law requires it.

40.2 Refunds, where approved, may be subject to:

a. KYC verification;

b. original payment-source verification;

c. sanctions screening;

d. blockchain fees;

e. already distributed ARCBDS;

f. exchange-rate differences;

g. stablecoin conditions; and

h. legal restrictions.

40.3 No term shall override a mandatory refund or cooling-off right imposed by Applicable Law.

41. TAX RESPONSIBILITY

Participants are solely responsible for determining and satisfying their own tax obligations arising from:

a. participation;

b. receipt of ARCBDS;

c. Alignment Rewards;

d. transfer;

e. sale;

f. disposal;

g. Protection Reserve transactions; or

h. other ecosystem activity.

42. DATA AND PRIVACY

42.1 Personal information is processed according to the ARCBDS Privacy Policy.

42.2 The Company may process information necessary for:

a. KYC;

b. AML;

c. sanctions screening;

d. security;

e. fraud prevention;

f. Account administration;

g. transaction records;

h. legal compliance; and

i. customer support.

42.3 Participants are responsible for keeping their information accurate and current.

43. ELECTRONIC COMMUNICATIONS

Participants consent to receive contractual and operational communications electronically, including through:

a. email;

b. Account notification;

c. dashboard;

d. SMS;

e. OTP;

f. electronic documents; or

g. another approved electronic method.

Marketing communications shall be subject to separate consent requirements where required.

44. CHANGES TO THESE TERMS

44.1 These Terms may be updated for:

a. regulatory requirements;

b. security;

c. operational changes;

d. new Platform functionality;

e. clarification; or

f. changes to the ecosystem.

44.2 Material changes affecting existing contractual rights shall be handled according to the Participation Agreement and Applicable Law.

44.3 New Terms may apply automatically to future participation after their effective date.

44.4 The Company shall maintain version records for these Terms.

45. DOCUMENT VERSION CONTROL

For each accepted participation, the Company should record:

a. Participant ID;

b. Participation Agreement version;

c. Terms & Conditions version;

d. Risk Disclosure version;

e. Protection Reserve Terms version;

f. acceptance date;

g. acceptance timestamp; and

h. applicable Participation Confirmation.

46. COMPLAINTS

Participants should first submit complaints through the official ARCBDS customer-support or compliance channel.

The Company may establish procedures covering:

a. complaint acknowledgement;

b. investigation;

c. document requests;

d. escalation;

e. resolution;

f. appeal; and

g. regulatory referral where applicable.

Official complaint contact:

Email: [●]

Portal: [●]

Address: [●]

47. GOVERNING LAW

These Terms shall be governed by the same governing law specified in the ARCBDS Founding Circle Participation Agreement.

Final jurisdiction to be confirmed by legal counsel before execution.

48. DISPUTE RESOLUTION

Disputes arising under these Terms shall be handled according to the dispute-resolution provisions of the Participation Agreement.

Nothing in these Terms removes any mandatory legal or regulatory right that cannot lawfully be waived.

49. SEVERABILITY

If any provision of these Terms is declared invalid or unenforceable, the remaining provisions shall remain effective to the maximum extent permitted by law.

50. NO WAIVER

Failure by the Company to enforce a provision immediately does not constitute a waiver of that provision.

51. LANGUAGE

The English version is intended to be the controlling version, subject to confirmation by legal counsel and Applicable Law.

Translations may be provided for convenience.

52. ENTIRE PROGRAMME FRAMEWORK

The Founding Circle programme is governed collectively by applicable ARCBDS legal documents, including:

ARCBDS Founding Circle Participation Agreement;

these Founding Circle Terms & Conditions;

ARCBDS Risk Disclosure Statement;

ARCBDS Protection Reserve Terms;

ARCBDS Payment, Allocation & Blockchain Transaction Policy;

ARCBDS Cancellation & Refund Policy;

ARCBDS Eligibility & Restricted Jurisdiction Policy;

ARCBDS Privacy Policy;

ARCBDS Website Terms of Use;

ARCBDS Electronic Communications & E-Sign Consent; and

other documents expressly incorporated into the participation framework.

53. PARTICIPANT CONFIRMATION

Before submitting a Founding Circle participation request, the Participant should confirm:

☐ I have reviewed my selected Founding Circle category.

☐ I understand the applicable fixed allocation price.

☐ I understand the Alignment Reward applicable to my category.

☐ I understand the applicable Cliff and Release Period.

☐ I understand that the Alignment Reward is additional ARCBDS and not guaranteed income or return.

☐ I understand that Unreleased ARCBDS may not be transferable.

☐ I understand that ARCBDS market value may rise or fall.

☐ I understand that exchange listing and liquidity are not guaranteed.

☐ I have reviewed the ARCBDS Risk Disclosure Statement.

☐ I understand that the Protection Reserve is conditional and does not represent guaranteed capital protection.

☐ I confirm that my participation information is accurate.

☐ I agree to comply with KYC, AML and sanctions requirements.

☐ I agree to these Founding Circle Terms & Conditions.

SCHEDULE A

STAGE 1 SUMMARY