Founding Circle Participation Agreement
ARCBDS FOUNDING CIRCLE PARTICIPATION AGREEMENT
Document Version: 0.1 — Working Draft for Legal Review
Effective Date: [●]
Last Updated: [●]
IMPORTANT: This document is a working contractual draft and must not be used for public subscription or participant execution until the contracting entity, regulatory status, governing law, dispute mechanism, final Protection Reserve Terms, and all applicable approvals have been confirmed.
1. PARTIES
This ARCBDS Founding Circle Participation Agreement (the “Agreement”) is entered into between:
[ARCB Investment LLC / confirmed ARCBDS contracting entity], a company established in Dubai, United Arab Emirates, with its registered office at [●] and commercial licence/registration number [●] (the “Company”, “ARCBDS”, “we”, “us” or “our”, as the context requires);
and
the individual or legal entity identified in the applicable participation application, account registration, KYC record or Participation Confirmation (the “Participant”, “you” or “your”).
The Company and the Participant may each be referred to as a “Party” and together as the “Parties.”
If an entity other than ARCB Investment LLC is appointed as the legal issuer of ARCBDS, that entity shall be identified in the final execution version and/or applicable Participation Confirmation before participation is accepted.
2. PURPOSE OF THIS AGREEMENT
2.1 This Agreement governs the Participant's application for and participation in the ARCBDS Founding Circle, being the initial structured participation stage within the wider ARCB Digital Share ecosystem.
2.2 The ARCBDS ecosystem is being developed as a digital capital ecosystem intended to connect qualified real-world businesses, commercial activity, digital infrastructure and eligible digital-market participants through an integrated ecosystem architecture referred to as “The Bridge.”
2.3 The Founding Circle provides eligible early participants with access to defined ARCBDS allocation terms and such ecosystem rights, access, privileges, benefits or future opportunities as may be expressly described in the applicable official documentation.
2.4 Participation in the Founding Circle is governed solely by the contractual rights expressly provided under this Agreement and the documents incorporated into it.
2.5 No marketing material, presentation, social-media post, community statement, verbal representation, event presentation, referral communication, forecast or other promotional material shall create a contractual right unless that right is expressly incorporated into this Agreement or the Participant's Participation Confirmation.
3. DEFINITIONS
For purposes of this Agreement:
3.1 “Access”
means the Founding Circle participation category described in Schedule 1.
3.2 “Alignment Reward”
means additional ARCBDS units allocated in accordance with the applicable Founding Circle category. An Alignment Reward is a token-allocation mechanism and does not constitute interest, yield, dividend, fixed return or guaranteed investment income.
3.3 “Applicable Law”
means all laws, regulations, rules, regulatory requirements, court orders, sanctions requirements and legally binding directives applicable to the Company, the Participant, ARCBDS or the relevant transaction.
3.4 “ARCBDS”
means the digital unit, token or digitally represented ecosystem asset known as ARCB Digital Share (ARCBDS), together with the rights and functionalities expressly assigned to it under applicable official documentation.
3.5 “Business Day”
means a day on which commercial banks are generally open for business in Dubai, United Arab Emirates, excluding official public holidays.
3.6 “Cliff”
means an initial period during which ARCBDS allocated to a Participant remains unreleased and is not yet available for transfer or other permitted use, subject to the applicable release mechanics.
3.7 “Contribution”
means the amount accepted by the Company from the Participant in connection with a Founding Circle participation.
3.8 “Founding Circle”
means the initial structured participation programme established within the ARCBDS ecosystem.
3.9 “Growth”
means the Founding Circle participation category described in Schedule 1.
3.10 “Legacy”
means the Founding Circle participation category described in Schedule 1.
3.11 “Participation Confirmation”
means the electronic or written confirmation issued by the Company recording an accepted participation, including the Participant's category, accepted Contribution, applicable price, ARCBDS entitlement and other transaction-specific information.
3.12 “Protection Reserve”
means the separately governed reserve mechanism described in Section 14 and the ARCBDS Protection Reserve Terms.
3.13 “Release Period”
means the applicable period during which allocated ARCBDS becomes progressively available according to the relevant category.
3.14 “Stage 1”
means the initial Founding Circle allocation stage governed by the commercial terms set out in Schedule 1.
3.15 “USDT”
means the relevant supported version of Tether USD or another version expressly accepted through the official ARCBDS participation portal.
3.16 “Whitepaper”
means the official ARCBDS whitepaper designated by the Company as current from time to time, subject at all times to Applicable Law and regulatory approval requirements.
4. LEGAL NATURE OF PARTICIPATION
4.1 Participation in the Founding Circle constitutes participation in the ARCBDS ecosystem according to the terms expressly provided in this Agreement.
4.2 The words “Digital Share” form part of the ARCBDS name and branding. They shall not, by themselves, be interpreted as meaning that ARCBDS constitutes a legal share in a company, equity security, partnership interest, debt obligation or ownership interest in any underlying business.
4.3 The legal classification of ARCBDS and the rights attached to ARCBDS shall be determined by its final legally approved structure, Applicable Law and the Company's regulatory documentation.
4.4 Unless expressly provided under legally approved ARCBDS documentation, holding ARCBDS does not automatically entitle a Participant to:
a. shares or equity in the Company or any ARCB-related company;
b. ownership of any participating business;
c. voting rights in the Company;
d. dividends from the Company;
e. repayment of principal;
f. interest;
g. guaranteed profits;
h. guaranteed appreciation;
i. ownership of underlying assets;
j. any fiduciary relationship with the Company; or
k. any right not expressly granted under the applicable ARCBDS documentation.
4.5 Nothing in this Agreement constitutes personal financial, investment, tax, accounting or legal advice.
5. CONDITIONS PRECEDENT TO PARTICIPATION
Participation shall not be considered accepted unless all conditions required by the Company have been satisfied, including where applicable:
a. completion of account registration;
b. submission of accurate participant information;
c. successful identity verification;
d. successful KYC/KYB verification;
e. AML and sanctions screening;
f. beneficial-owner verification for legal entities;
g. source-of-funds or source-of-wealth verification where required;
h. confirmation of eligibility;
i. acceptance of this Agreement and incorporated policies;
j. completion and verification of the Contribution;
k. availability within the applicable Stage 1 allocation capacity;
l. completion of any cooling-off or regulatory requirement that may apply;
m. satisfaction of geographical or jurisdictional restrictions; and
n. receipt of any approval required under Applicable Law.
The Company may decline an application where any of these requirements are not satisfied.
6. PARTICIPANT ELIGIBILITY
6.1 An individual Participant must:
a. be at least eighteen (18) years old or such higher age as required in the Participant's jurisdiction;
b. possess full legal capacity;
c. participate on their own behalf unless acting under valid legal authority;
d. successfully complete applicable KYC procedures;
e. not be a prohibited, sanctioned or restricted person;
f. not participate from a jurisdiction in which such participation is unlawful; and
g. satisfy any additional eligibility requirements notified by the Company.
6.2 A corporate or institutional Participant must:
a. be duly incorporated and validly existing;
b. possess authority to enter into this Agreement;
c. identify its authorised representative;
d. disclose its ultimate beneficial owners as required;
e. complete KYB, AML and sanctions procedures; and
f. satisfy any institutional eligibility requirements imposed under Applicable Law.
6.3 The Company may establish additional eligibility criteria for particular jurisdictions or categories of Participant.
7. FOUNDING CIRCLE STAGE 1
7.1 Allocation Framework
The wider Founding Circle allocation is presently structured with a maximum allocation of:
200,000,000 ARCBDS
of which the initial Stage 1 makes available a maximum total entitlement capacity of:
50,000,000 ARCBDS
The remaining Founding Circle allocation is reserved for potential later stages.
Participation in Stage 1 does not provide any automatic right, entitlement, priority or guaranteed access to a later Founding Circle stage.
7.2 Stage 1 Entitlement Capacity
Unless otherwise expressly stated in the final approved allocation documentation, the Stage 1 maximum entitlement capacity includes both:
a. base ARCBDS allocations; and
b. applicable Alignment Reward allocations.
Once the Stage 1 entitlement capacity has been reached, the Company may close Stage 1 to further participation.
7.3 Minimum Participation
The minimum accepted Founding Circle Stage 1 participation amount is:
US$100 equivalent
subject to Applicable Law, KYC requirements, transaction limits and any higher minimum displayed for a specific payment method or jurisdiction.
8. FOUNDING CIRCLE PARTICIPATION CATEGORIES
Subject to availability and eligibility, Stage 1 comprises the following categories:
8.1 ACCESS
Participation Period: 9 months
Fixed Allocation Price: US$0.095 per base ARCBDS
Alignment Reward: +10% additional ARCBDS
Cliff: None
Release: Linear daily release across the applicable 9-month Release Period
8.2 GROWTH
Participation Period: 18 months
Fixed Allocation Price: US$0.090 per base ARCBDS
Alignment Reward: +20% additional ARCBDS
Cliff: 3 months
Release: Linear daily release across the applicable 18-month structure in accordance with the confirmed release schedule
8.3 LEGACY
Participation Period: 24 months
Fixed Allocation Price: US$0.080 per base ARCBDS
Alignment Reward: +30% additional ARCBDS
Cliff: 6 months
Release: Linear daily release across the applicable 24-month structure in accordance with the confirmed release schedule
8.4 No Fixed Return
The Access, Growth and Legacy categories do not provide a fixed return on investment.
The Alignment Reward represents additional ARCBDS allocation only.
No Participant should interpret:
the fixed allocation price;
Alignment Reward;
Release Period;
Protection Reserve;
ecosystem development;
business participation;
tokenomics;
planned liquidity mechanisms; or
future ecosystem expansion
as a promise of a particular market price, financial return or profit.
9. CALCULATION OF ARCBDS ENTITLEMENT
9.1 Subject to final allocation confirmation, the base ARCBDS allocation shall generally be calculated as:
Accepted Contribution ÷ Applicable Fixed Allocation Price = Base ARCBDS Allocation
9.2 The Alignment Reward shall generally be calculated as:
Base ARCBDS Allocation × Applicable Alignment Reward Percentage = Alignment Reward ARCBDS
9.3 Total entitlement shall generally equal:
Base ARCBDS Allocation + Alignment Reward ARCBDS = Total ARCBDS Entitlement
9.4 Example calculations displayed in marketing or educational materials are illustrative only. The Company's transaction record and Participation Confirmation shall govern the actual accepted allocation, subject to correction of manifest error.
9.5 Fractional ARCBDS calculations may be rounded according to the decimal precision supported by the applicable token contract and platform.
10. CONTRIBUTIONS AND PAYMENT
10.1 The Company may accept USDT through blockchain networks expressly displayed as supported within the official participation interface.
10.2 Participants must verify:
a. the official receiving wallet;
b. the correct blockchain network;
c. the contribution amount;
d. applicable gas/network fees; and
e. all transaction details
before transmitting digital assets.
10.3 Blockchain transactions may be irreversible.
10.4 The Company is not responsible for digital assets sent:
a. to an incorrect address;
b. through an unsupported network;
c. using an unsupported asset;
d. without required transaction information; or
e. in a manner that cannot reasonably be recovered,
except to the extent responsibility cannot legally be excluded.
10.5 A blockchain transaction does not by itself constitute acceptance into the Founding Circle.
10.6 Acceptance occurs only when the Company has completed its applicable verification process and issues a Participation Confirmation or otherwise marks the participation as accepted within the official platform.
10.7 The Company may require additional information concerning a Contribution, including wallet ownership, transaction origin, source of funds and third-party transfers.
10.8 Contributions originating from sanctioned, suspicious, prohibited or otherwise unacceptable sources may be frozen, rejected or handled as required by Applicable Law.
11. STABLECOIN AND PAYMENT RISK
11.1 Where USDT or another stablecoin is accepted, the Participant acknowledges that a stablecoin is issued and operated by a third party.
11.2 The Company does not guarantee that USDT or any other stablecoin will permanently maintain parity with the United States dollar.
11.3 Stablecoin risks may include:
a. de-pegging;
b. issuer risk;
c. custody risk;
d. blockchain congestion;
e. smart-contract risk;
f. regulatory restrictions;
g. freezing or blacklisting;
h. network failure; and
i. changes to redemption arrangements.
11.4 Where a Contribution is denominated economically in US dollars but paid using USDT, the amount credited by the Company shall be determined using the official participation interface and applicable transaction rules at the time the Contribution is accepted.
12. RELEASE OF ARCBDS
12.1 ARCBDS allocated through the Founding Circle shall be subject to the applicable Cliff and Release Period.
12.2 ARCBDS that has not yet reached its scheduled release date may not be transferable, withdrawable or otherwise available to the Participant except where expressly permitted.
12.3 Released ARCBDS may become available periodically through:
a. the Participant's platform account;
b. a designated wallet;
c. an on-chain release mechanism; or
d. another approved distribution mechanism.
12.4 The exact commencement timestamp for each Participant's release schedule shall be recorded by the official platform or Participation Confirmation.
12.5 Release calculations may be conducted on a daily pro-rata basis.
12.6 Temporary technical delays caused by blockchain congestion, wallet maintenance, smart-contract maintenance, security incidents or circumstances beyond reasonable operational control shall not by themselves constitute a default, provided that the Company uses reasonable efforts to restore the affected function.
12.7 The Company shall not arbitrarily reduce an accepted Participant's fixed allocation price, agreed Alignment Reward or confirmed Stage 1 entitlement after acceptance, except where an adjustment is required:
a. by Applicable Law;
b. by a competent regulator or court;
c. to correct manifest error or fraud; or
d. pursuant to terms expressly accepted by the Participant.
13. MARKET VALUE AND LIQUIDITY
13.1 The fixed Founding Circle allocation price is the price used to calculate the Participant's initial ARCBDS allocation.
13.2 It is not a guarantee that ARCBDS will trade at, above or near that price in any secondary market.
13.3 The market price of ARCBDS, if a market develops, may:
a. increase;
b. decrease;
c. fluctuate materially;
d. become highly volatile; or
e. fall to zero.
13.4 The Company does not guarantee:
a. admission to any exchange;
b. continuous exchange listing;
c. availability of buyers;
d. market depth;
e. trading volume;
f. a minimum market price;
g. the Participant's ability to sell ARCBDS;
h. immediate liquidation; or
i. any future valuation.
13.5 Exchange listing, liquidity arrangements, market-making arrangements and third-party trading venues may be subject to independent third parties and regulatory requirements.
14. PARTICIPANT PROTECTION RESERVE
14.1 Purpose
The ARCBDS ecosystem intends to maintain a separately governed Participant Protection Reserve in connection with qualifying Founding Circle participation.
The current economic framework provides for an amount equivalent to 20% of qualifying Founding Circle purchase funding to be allocated to the Protection Reserve, subject to the final legally approved Protection Reserve structure.
14.2 Separate Protection Mechanism
The Protection Reserve is separate from any insurance product or insurance policy unless expressly documented otherwise.
It shall not be described or interpreted as insurance merely because it is intended to provide a potential participant-protection mechanism.
14.3 Potential Qualifying Circumstance
A genuine inability of an eligible Participant to liquidate qualifying ARCBDS through available market mechanisms may potentially constitute a qualifying circumstance under the Protection Reserve Terms.
The mere fact that:
a. a Participant does not wish to sell at the available price;
b. the market price is below the Participant's preferred price;
c. ARCBDS has decreased in value; or
d. market liquidity is lower than expected
does not automatically create a Protection Reserve entitlement.
14.4 Reference Market Price
Where a Protection Reserve transaction or claim uses a market-price reference, the intended reference concept is the last observed market price, subject to the final Protection Reserve Terms defining:
a. the recognised trading venue or venues;
b. price-source methodology;
c. timing;
d. abnormal-market treatment;
e. manipulation safeguards; and
f. valuation procedures.
14.5 No Unconditional Guarantee
The Protection Reserve does not constitute:
a. guaranteed redemption;
b. guaranteed buyback;
c. guaranteed liquidity;
d. guaranteed repayment of the Participant's Contribution;
e. a deposit guarantee;
f. guaranteed capital protection; or
g. guaranteed recovery from market losses.
14.6 Separate Protection Reserve Terms
The following matters shall be determined by the separately issued ARCBDS Protection Reserve Terms before the Protection Reserve becomes operational for Participants:
a. waiting period;
b. eligibility period;
c. coverage percentage;
d. claim limits;
e. reserve availability;
f. claim verification;
g. qualifying liquidity conditions;
h. recognised market-price sources;
i. claim prioritisation;
j. pro-rata treatment where claims exceed available reserves;
k. exclusions;
l. claim submission procedures;
m. documentary requirements;
n. treatment of ARCBDS acquired outside the Founding Circle;
o. treatment of ARCBDS subject to a successful Protection Reserve claim;
p. reserve custody;
q. reserve governance;
r. suspension during abnormal market conditions;
s. fraud and abuse controls; and
t. any regulatory restrictions.
14.7 Available Reserve Limitation
No Participant shall have an unconditional claim against the Company's general assets merely because the Protection Reserve is insufficient to satisfy all claims.
Any Protection Reserve payment, repurchase or other assistance shall remain subject to the final Protection Reserve Terms and Applicable Law.
15. KYC, AML AND SANCTIONS COMPLIANCE
15.1 The Participant agrees to provide all information reasonably required for compliance purposes.
15.2 Such information may include:
a. full legal name;
b. date of birth;
c. nationality;
d. residential or registered address;
e. identity documents;
f. facial or biometric verification where legally permitted;
g. company incorporation records;
h. beneficial-owner information;
i. wallet ownership;
j. source of funds;
k. source of wealth;
l. occupation or business activity;
m. tax residency; and
n. additional information reasonably required by law or compliance procedures.
15.3 The Company may use specialist third-party service providers for identity verification, sanctions screening, blockchain analytics or compliance.
15.4 The Participant represents that all information supplied is complete, accurate and not misleading.
15.5 The Participant must promptly notify the Company of any material change to such information.
15.6 The Company may suspend or terminate participation where:
a. KYC cannot be completed;
b. information appears false or misleading;
c. sanctions concerns arise;
d. suspicious transaction concerns arise;
e. the Participant refuses a lawful information request; or
f. continued participation would expose the Company to legal or regulatory risk.
16. PARTICIPANT REPRESENTATIONS AND WARRANTIES
By entering into this Agreement, the Participant represents and warrants that:
a. they have read and understood this Agreement;
b. they possess legal capacity to enter into it;
c. all information provided is accurate;
d. they are participating voluntarily;
e. they have independently considered whether participation is appropriate;
f. they understand that ARCBDS may lose some or all of its market value;
g. they understand that liquidity is not guaranteed;
h. they understand the applicable Cliff and Release Period;
i. they understand that Alignment Rewards are additional token allocations and not guaranteed financial returns;
j. they understand that the Protection Reserve is conditional and not guaranteed capital protection;
k. they have not relied upon any unauthorised promise concerning profit, market price, listing, liquidity, protection, buyback or return;
l. they are not using proceeds of crime or unlawful funds;
m. they are not acting for a sanctioned or prohibited person;
n. participation does not violate the laws applicable to them;
o. they understand that blockchain transactions may be irreversible; and
p. they are capable of bearing the economic risk of participation.
17. NO RELIANCE ON UNAUTHORISED REPRESENTATIONS
17.1 Only official written materials expressly approved by the Company may be relied upon for Founding Circle terms.
17.2 No community leader, referrer, ambassador, promoter, event speaker, independent consultant, social-media administrator or third-party representative may vary this Agreement unless formally authorised to do so in writing.
17.3 Statements including:
“guaranteed profit”;
“guaranteed return”;
“risk-free”;
“guaranteed listing”;
“guaranteed liquidity”;
“guaranteed buyback”;
“capital guaranteed”; or
equivalent representations
shall not bind the Company unless expressly included in a legally effective written agreement signed by an authorised Company representative and permitted under Applicable Law.
17.4 Participants are encouraged to report suspected unauthorised representations through the Company's official support or compliance channel.
18. RISKS
18.1 Participation in ARCBDS involves material risk.
18.2 Such risks include, without limitation:
a. market-price risk;
b. complete or partial loss of market value;
c. liquidity risk;
d. exchange-listing risk;
e. regulatory risk;
f. legal-classification risk;
g. token-distribution risk;
h. blockchain failure;
i. smart-contract vulnerabilities;
j. cyberattacks;
k. wallet compromise;
l. private-key loss;
m. network congestion;
n. stablecoin risk;
o. counterparty risk;
p. custody risk;
q. business-execution risk;
r. ecosystem adoption risk;
s. competition;
t. technology obsolescence;
u. third-party dependency;
v. market manipulation;
w. taxation;
x. force majeure; and
y. changes in Applicable Law.
18.3 The Participant confirms that a more detailed ARCBDS Risk Disclosure Statement forms part of the Founding Circle documentation and must be accepted before participation.
18.4 In the event of inconsistency between this summary and the Risk Disclosure Statement regarding description of a particular risk, the more detailed risk disclosure shall apply to the extent it does not conflict with an express contractual right under this Agreement.
19. NO FINANCIAL OR INVESTMENT ADVICE
19.1 Information provided by the Company concerning ARCBDS or the Founding Circle is general information relating to the ecosystem and participation structure.
19.2 Unless separately authorised and expressly agreed, the Company does not provide personal investment recommendations under this Agreement.
19.3 The Participant is responsible for obtaining independent:
a. legal advice;
b. financial advice;
c. tax advice;
d. accounting advice; and
e. regulatory advice
where appropriate.
20. TAXES
20.1 The Participant is solely responsible for determining the tax treatment of:
a. the Contribution;
b. receipt of ARCBDS;
c. Alignment Rewards;
d. transfers;
e. sales;
f. disposals;
g. Protection Reserve transactions; and
h. any other ARCBDS-related activity.
20.2 The Company may make withholding, reporting or disclosure where required by Applicable Law.
20.3 Nothing supplied by the Company constitutes tax advice.
21. PARTICIPANT WALLET AND ACCOUNT SECURITY
21.1 The Participant is responsible for maintaining the security of:
a. login credentials;
b. email accounts;
c. mobile devices;
d. authentication credentials;
e. wallets;
f. seed phrases;
g. private keys; and
h. withdrawal addresses.
21.2 The Participant must not disclose private keys or seed phrases to the Company or its personnel.
21.3 The Participant must immediately report suspected unauthorised account access.
21.4 The Company may temporarily restrict withdrawals or account activity where reasonably necessary to investigate:
a. account compromise;
b. fraud;
c. suspicious transactions;
d. sanctions exposure;
e. technical incidents; or
f. legal or regulatory requirements.
22. INTELLECTUAL PROPERTY
22.1 All rights in the ARCBDS name, ARCB Digital Share name, The Bridge concept, platform, software, documentation, graphics, trademarks, content and related intellectual property belong to the Company or the applicable rights holder.
22.2 Participation does not grant the Participant any licence to commercially use such intellectual property except as expressly authorised.
23. DATA PROTECTION AND PRIVACY
23.1 Personal information shall be handled in accordance with the applicable ARCBDS Privacy Policy and Applicable Law.
23.2 The Participant acknowledges that compliance processes may require personal information to be processed by service providers and, where legally permitted, transferred across jurisdictions.
23.3 Nothing in this Agreement limits any mandatory privacy rights that cannot lawfully be waived.
24. SUSPENSION
The Company may temporarily suspend access, allocation, distribution, withdrawal or other functionality where reasonably necessary because of:
a. security concerns;
b. suspected fraud;
c. sanctions;
d. AML concerns;
e. blockchain incidents;
f. wallet compromise;
g. smart-contract vulnerabilities;
h. regulatory direction;
i. court order;
j. maintenance;
k. force majeure; or
l. material threats to the integrity of the ARCBDS ecosystem.
Any suspension shall be handled in accordance with Applicable Law and should be no broader or longer than reasonably necessary.
25. TERMINATION AND REJECTION
25.1 The Company may reject or terminate a Participant's participation where:
a. eligibility requirements are not satisfied;
b. KYC/KYB fails;
c. fraud is suspected;
d. false information is provided;
e. the Participant violates this Agreement;
f. participation becomes unlawful;
g. required regulatory approval is unavailable;
h. sanctions apply;
i. the Company is ordered to do so by a competent authority; or
j. another material compliance issue arises.
25.2 Treatment of a Contribution following rejection or termination shall be governed by:
a. Applicable Law;
b. the ARCBDS Cancellation & Refund Policy;
c. AML and sanctions restrictions;
d. the Participant's allocation status; and
e. blockchain transaction limitations.
25.3 Nothing in this Agreement requires the Company to process a refund in a manner prohibited by law.
26. CANCELLATION AND REFUNDS
26.1 Cancellation and refund rights shall be governed by the separately published ARCBDS Cancellation & Refund Policy, together with any mandatory consumer or regulatory rights.
26.2 Unless Applicable Law provides otherwise, the Participant should not assume that blockchain-based participation can be freely cancelled after acceptance and allocation.
26.3 No provision of this Agreement excludes a refund, withdrawal or cooling-off right that Applicable Law requires the Company to provide.
27. REGULATORY CHANGE
27.1 Virtual-asset and digital-asset regulation continues to evolve.
27.2 The Company may modify ecosystem operations where reasonably necessary to comply with:
a. new legislation;
b. regulatory requirements;
c. licence conditions;
d. court orders;
e. sanctions;
f. tax requirements; or
g. legally binding governmental directions.
27.3 Such modification may include:
a. restricting jurisdictions;
b. requiring additional KYC;
c. modifying permitted transfer mechanisms;
d. delaying or restructuring technical distribution;
e. restricting particular ecosystem functionality; or
f. discontinuing an activity that becomes unlawful.
27.4 The Company shall not use this section merely to retroactively alter accepted commercial terms for its own convenience.
27.5 Where a regulatory change materially affects an accepted Participant, the Company shall provide notice where legally and practically possible.
28. FORCE MAJEURE
Neither Party shall be liable for delay or failure caused by circumstances beyond its reasonable control, including:
a. natural disaster;
b. war;
c. terrorism;
d. civil unrest;
e. governmental action;
f. sanctions;
g. telecommunications failure;
h. internet outage;
i. blockchain failure;
j. major cyberattack;
k. widespread infrastructure failure;
l. exchange failure;
m. stablecoin disruption; or
n. other comparable events,
provided that this section shall not excuse obligations that Applicable Law requires to be performed regardless of such event.
29. LIMITATION OF LIABILITY
29.1 To the maximum extent permitted by Applicable Law, neither the Company nor its officers, directors, employees or authorised service providers shall be liable for indirect, incidental, special, punitive or consequential losses arising solely from participation in ARCBDS.
29.2 Nothing in this Agreement excludes or limits liability for:
a. fraud;
b. fraudulent misrepresentation;
c. wilful misconduct;
d. gross negligence where it cannot lawfully be excluded;
e. breach of mandatory statutory duties; or
f. any liability that Applicable Law prohibits from being excluded.
29.3 Market losses arising from changes in the independent market value of ARCBDS do not by themselves constitute Company liability.
29.4 No contractual limitation shall prevent a Participant from exercising mandatory regulatory or consumer rights.
30. PARTICIPANT INDEMNITY
To the extent permitted by Applicable Law, the Participant agrees to indemnify the Company against reasonable losses arising directly from:
a. deliberate fraud by the Participant;
b. material false statements made by the Participant;
c. unlawful source of funds;
d. sanctions violations attributable to the Participant;
e. unauthorised use of Company intellectual property; or
f. intentional breach of this Agreement.
This indemnity shall not apply to losses caused by the Company's own fraud, wilful misconduct or legally non-excludable fault.
31. AMENDMENTS
31.1 The Company may update this Agreement prospectively where reasonably necessary for:
a. regulatory compliance;
b. security;
c. operational improvements;
d. clarification; or
e. changes to ecosystem functionality.
31.2 The version accepted by the Participant shall be electronically recorded.
31.3 Material amendments that adversely alter an already accepted Participant's contractual rights shall not apply retroactively unless:
a. required by Applicable Law;
b. required by a competent regulator or court; or
c. expressly accepted by the Participant.
31.4 Future Founding Circle stages may have different commercial terms without altering the terms of an already accepted Stage 1 participation.
32. DOCUMENT HIERARCHY
The Founding Circle documentation is intended to operate as an integrated contractual framework.
Unless a document expressly states otherwise, the following hierarchy applies in the event of inconsistency:
1. Participant-specific Participation Confirmation
2. This Founding Circle Participation Agreement
3. ARCBDS Protection Reserve Terms — solely for Protection Reserve matters
4. Founding Circle Terms & Conditions
5. ARCBDS Risk Disclosure Statement
6. ARCBDS Payment, Allocation & Blockchain Transaction Policy
7. ARCBDS Cancellation & Refund Policy
8. ARCBDS Eligibility & Restricted Jurisdiction Policy
9. ARCBDS Website Terms of Use
10. ARCBDS Privacy Policy and other applicable policies
A more specific provision shall generally prevail over a general provision concerning the same subject matter, subject always to Applicable Law.
33. ELECTRONIC COMMUNICATIONS
33.1 The Participant agrees that notices, confirmations, agreements, disclosures and other communications may be provided electronically.
33.2 Electronic communications may include:
a. email;
b. platform notification;
c. dashboard message;
d. electronic document;
e. OTP confirmation; or
f. another legally recognised electronic method.
33.3 The Participant must maintain current contact information.
34. ELECTRONIC ACCEPTANCE AND RECORDS
34.1 Subject to Applicable Law, this Agreement may be accepted electronically.
34.2 Electronic acceptance may include:
a. ticking an agreement checkbox;
b. entering an OTP;
c. applying an electronic signature;
d. clicking an acceptance button; or
e. another legally valid electronic acceptance mechanism.
34.3 The Company may retain evidence including:
a. Participant account identifier;
b. Agreement version;
c. timestamp;
d. IP/device information where legally permitted;
e. KYC reference;
f. Participation category;
g. Contribution amount;
h. wallet information;
i. transaction hash;
j. consent records; and
k. Participation Confirmation.
35. NOTICES
Official notices to the Company shall be sent to:
Legal Entity: [●]
Registered Address: [●]
Email: [legal/compliance email]
Website: [official ARCBDS website]
Notices to the Participant may be sent to the email address, mobile number or platform account registered by the Participant.
36. ASSIGNMENT
36.1 The Participant may not assign this Agreement or an unreleased Founding Circle entitlement without written approval from the Company and satisfaction of Applicable Law.
36.2 The Company may transfer its rights and obligations as part of a legally permitted corporate restructuring, regulatory restructuring or appointment of an approved ARCBDS issuing entity, provided that such transfer does not unlawfully reduce the Participant's existing contractual rights.
37. SEVERABILITY
If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified or severed to the minimum extent necessary, and the remaining provisions shall remain effective.
38. NO WAIVER
Failure or delay by either Party to enforce a contractual right shall not constitute a waiver of that right.
39. ENTIRE AGREEMENT
This Agreement together with the documents expressly incorporated into it constitutes the entire agreement governing the Participant's Founding Circle participation and supersedes prior informal representations concerning the same participation.
40. LANGUAGE
40.1 The official controlling version of this Agreement shall be English, subject to confirmation by legal counsel and Applicable Law.
40.2 Translations may be provided for convenience.
40.3 If a translated version conflicts with the controlling English version, the English version shall prevail to the extent permitted by Applicable Law.
41. GOVERNING LAW
[TO BE CONFIRMED BY UAE LEGAL COUNSEL BEFORE EXECUTION]
Subject to regulatory confirmation, this Agreement is intended to be governed by the laws of:
[United Arab Emirates as applicable in the Emirate of Dubai]
without prejudice to mandatory laws applicable to a Participant that cannot legally be excluded by contract.
42. DISPUTE RESOLUTION
[TO BE CONFIRMED BEFORE EXECUTION]
The final agreement shall specify the approved dispute-resolution mechanism, including one of the following as determined by legal counsel:
jurisdiction of the competent Dubai courts; or
an approved arbitration procedure.
Nothing in the final dispute provision shall deprive a Participant of mandatory regulatory or consumer remedies that cannot lawfully be waived.
43. PARTICIPANT ACKNOWLEDGEMENT
By accepting this Agreement, the Participant expressly acknowledges that:
☐ I have read and understood the ARCBDS Founding Circle Participation Agreement.
☐ I have read and understood the ARCBDS Risk Disclosure Statement.
☐ I understand the participation category I selected and its applicable Release Period and Cliff.
☐ I understand that the Alignment Reward is an additional ARCBDS allocation and is not a fixed financial return.
☐ I understand that ARCBDS may fluctuate significantly in value.
☐ I understand that liquidity and exchange listing are not guaranteed.
☐ I understand that I may be unable to sell ARCBDS when I wish to do so.
☐ I understand that the Protection Reserve is conditional, subject to separate terms and available reserves, and does not constitute unconditional capital protection or guaranteed liquidity.
☐ I confirm that I have not relied on any unauthorised promise of guaranteed returns, guaranteed market price, guaranteed liquidity or guaranteed buyback.
☐ I confirm that the information I supplied for KYC/KYB purposes is true and accurate.
☐ I confirm that my Contribution is derived from lawful sources.
☐ I understand that digital assets and blockchain transactions involve substantial risks.
☐ I agree to be bound by this Agreement and the documents incorporated into it.
SCHEDULE 1
FOUNDING CIRCLE STAGE 1 COMMERCIAL TERMS
Term
Access
Growth
Legacy
Minimum Participation
US$100 equivalent
US$100 equivalent
US$100 equivalent
Fixed Allocation Price
US$0.095
US$0.090
US$0.080
Alignment Reward
+10% ARCBDS
+20% ARCBDS
+30% ARCBDS
Participation Period
9 months
18 months
24 months
Cliff
None
3 months
6 months
Release
Linear daily
Linear daily
Linear daily
Fixed ROI
None
None
None
Stage 1 Maximum Total Entitlement Capacity
50,000,000 ARCBDS
Total Founding Circle Allocation
200,000,000 ARCBDS
The remaining allocation is reserved for potential future stages. Future availability, pricing, rewards and participation terms are not guaranteed to Stage 1 Participants.
SCHEDULE 2
PARTICIPATION CONFIRMATION
Participant Name / Legal Entity: [●]
Participant ID: [●]
KYC/KYB Reference: [●]
Selected Category:
☐ Access
☐ Growth
☐ Legacy
Accepted Contribution: [●] USDT / US$ equivalent
Fixed Allocation Price: US$[●]
Base ARCBDS Allocation: [●] ARCBDS
Alignment Reward: [●]%
Alignment Reward Allocation: [●] ARCBDS
Total ARCBDS Entitlement: [●] ARCBDS
Cliff: [●]
Release Period: [●]
Release Commencement: [●]
Expected Final Release Date: [●]
Contribution Network: [●]
Transaction Hash: [●]
Contribution Wallet: [●]
Designated Receiving Wallet / Platform Account: [●]
Agreement Version: [●]
Risk Disclosure Version: [●]
Protection Reserve Terms Version: [●]
Acceptance Timestamp: [●]
SCHEDULE 3
PROTECTION RESERVE DISCLOSURE
The Participant acknowledges that:
The current ARCBDS framework provides for a Protection Reserve funded through an amount equivalent to 20% of qualifying Founding Circle purchase funding, subject to the final approved legal and operational structure.
The Protection Reserve is not automatically equivalent to insurance.
A genuine inability to liquidate qualifying ARCBDS may potentially constitute a qualifying circumstance.
A fall in ARCBDS market price does not automatically create a claim.
Any market-price reference is intended to use a defined last-observed-market-price methodology under the final Protection Reserve Terms.
Claim eligibility, waiting periods, coverage levels, claim limits, reserve availability, recognised markets, exclusions and claim procedures are governed by the separate Protection Reserve Terms.
The Protection Reserve does not guarantee repayment of the Participant's original Contribution.
The Protection Reserve does not guarantee that ARCBDS can always be sold.
The Protection Reserve does not guarantee any minimum market value.
The Protection Reserve may be subject to finite available assets, operational controls, compliance requirements and Applicable Law.
EXECUTION
By electronically accepting this Agreement, the Participant confirms that they have read, understood and agreed to its terms.
For the Company
Legal Entity: [●]
Authorised Representative: [●]
Title: [●]
Signature / Electronic Authentication: [●]
Date: [●]
Participant
Full Legal Name / Entity Name: [●]
Authorised Representative, if applicable: [●]
Signature / Electronic Authentication: [●]
Date: [●]
END OF ARCBDS FOUNDING CIRCLE PARTICIPATION AGREEMENT