This document was last updated on 10th February 2025
Legal Disclaimer: US, Canada and OFAC sanctioned countries are excluded from taking part in this Airdrop and are not eligible for $NAORIS tokens as part of this Testnet.
IT IS IMPORTANT YOU READ THESE TERMS CAREFULLY BEFORE PARTICIPATING IN THE NAORIS TESTNET.BY PARTICIPATING IN THE NAORIS TESTNET OR OTHERWISE DEALING IN NAORIS POINTS, YOU INDICATE THAT YOU ACCEPT THESE TERMS AND AGREE TO COMPLY WITH THEM. IF YOU PARTICIPATE IN THE NAORIS TESTNET OR OTHERWISE DEAL IN NAORIS POINTS IN THE COURSE OF YOUR BUSINESS OR WORK, YOU ARE ALSO AGREEING TO THESE TERMS ON BEHALF OF THAT BUSINESS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT PARTICIPATE IN THE NAORIS TESTNET NOR OTHERWISE DEAL IN NAORIS POINTS.
YOU SHOULD CAREFULLY CONSIDER WHETHER PARTICIPATING IN THE NAORIS TESTNET OR OTHERWISE DEALING IN NAORIS POINTS IS SUITABLE FOR YOU IN LIGHT OF YOUR OWN SITUATION AND ATTITUDE TO RISK, AS EVALUATED BY YOU CAREFULLY. WE DO NOT MAKE ANY REPRESENTATIONS OR RECOMMENDATIONS REGARDING THE ADVISABILITY OR OTHERWISE OF PARTICIPATING IN THE NAORIS TESTNET OR OTHERWISE DEALING IN NAORIS POINTS. IF YOU ARE UNSURE AS TO WHETHER PARTICIPATING IN THE NAORIS TESTNET OR OTHERWISE DEALING IN NAORIS POINTS IS APPROPRIATE FOR YOU, YOU SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE PRIOR TO DOING SO. DEALING IN NAORIS POINTS MAY NOT BE SUBJECT TO ANY INVESTOR PROTECTION, AND MAY INVOLVE A HIGH DEGREE OF RISK TO YOUR CAPITAL.
THESE TERMS APPLY TO PARTICIPATING IN THE NAORIS TESTNET AND DEALING IN NAORIS POINTS FROM TIME TO TIME. AS THESE TERMS MAY BE UPDATED FROM TIME TO TIME YOU SHOULD CHECK THEM EACH TIME YOU PARTICIPATE IN THE NAORIS TESTNET OR DEAL IN NAORIS POINTS.
1.1 We are NDSE Cyber, Ltd., a corporation incorporated under the laws of the Bahamas whose address is Albany Financial Center, Suite 502, South Ocean Boulevard, Nassau, Bahamas SP-63158. In these Terms, we refer to ourselves as “Naoris”, “we”, “us”.
1.2 We operate a DePIN Protocol that is designed to provide cyber-trust across digital systems (the “Naoris Protocol”). You are able to help secure the TestNet version of the Naoris Protocol (“Naoris TestNet”), in return for which you will receive Naoris Points. Our intention is that you will be able to exchange Naoris Points for $NAORIS when the Naoris Protocol goes fully live.
1.3 These terms and conditions (these “Terms”) set out the basis on which you can access the Naoris Protocol during the Naoris TestNet, as well as the basis on which you can deal in Naoris Points (and their conversion into $NAORIS).
2.1 In these Terms, the following words and expressions have the following meanings:
2.2 References to “you” or “your” refer to any person who participates in the Naoris Protocol or otherwise deals in Naoris Points. You and we are each a “party” and together the “parties” to these Terms.
2.3 Where the words "includes", "including", "for example" or "such as" are used in these Terms, they are deemed to have the words "without limitation" following them.
2.4 A reference to “writing” or “written” includes email but not faxes. Any reference to "written consent" shall mean specific explicit consent.
2.5 References to “dealing in” or “deal in” are references to any participation in Naoris Points or $NAORIS including buying, acquiring, accepting, holding, selling, staking, disposing of and / or otherwise making use of such.
2.6 The headings of the Clauses and Schedules of these Terms are for convenience only and shall not affect their construction or interpretation. The Schedules form part of these Terms and any reference in these Terms to a Clause or Schedule is a reference to a Clause or Schedule of these Terms.
2.7 A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other document or agreement as amended or varied in accordance with its terms from time to time.
2.8 A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts and subordinate legislation for the time being in force made under it.
2.9 Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular, and a reference to one gender shall include a reference to the other genders.
3.1 To contact us, please telephone +44 20 3287 9445 or send us an email to support.tn@naoris.com.
3.2 Communications between us shall be in English. Should we receive a communication or instruction which is made using your security details or which otherwise purports to be from you, we are entitled, but are not obliged, to rely on and conclusively presume that such communication or instructions have been given by you, and we do not accept any liability as a consequence. We may record and monitor conversations we have with you.
3.3 You must keep your contact information with us up to date, as any communication we send to your contact details will be deemed received by you, regardless of whether you actually receive it.
3.4 You accept that we are deemed to have received any email correspondence at the time we actually access it. You accept that there may be a delay in responding to correspondence received. You also acknowledge and accept the risks inherent in email, particularly of its unauthorized interception and of it not reaching the intended recipient.
4.1 Before you can participate in the Naoris TestNet or receive Naoris Points, you need to set up a Naoris Wallet and Browser Security Node with us and provide us with certain information we request. You can do this via https://naorisprotocol.network/testnet. We may keep a record of the information you provide.
4.2 We reserve the right not to onboard any person, and where we do not onboard any person, we do not have any obligation to provide our reasons for doing so.
5.1 As part of onboarding, you may be provided with or asked to create security details. You must keep your security details secure and not disclose them to anyone else. You should contact us immediately upon discovering any unauthorized use of your security details, as we are entitled to rely on any communication made using your security details as being from you (on which see Clause 3, Communications).
6.1 By participating in the Naoris Protocol you confirm and represent at all times that:
6.2 You shall inform us immediately in the event that you can no longer comply with your obligations set out at Clause 6.1.
7.1 The Naoris Group will use reasonable endeavours to ensure that Naoris Points will be exchangeable for $NAORIS, and that $NAORIS will have the utility reflected in https://www.naorisprotocol.com/naoris-token. We do not accept any obligation to ensure that $NAORIS has any other right or interest. Furthermore, the features of $NAORIS are subject to change, modification, amendment, alteration or supplementation at any time (at the Naoris Group’s sole discretion).
7.2 We will update you as to when you can convert your Naoris Points to $NAORIS, via our Website, Social Media, & Public Announcements. You will then have six months from this communication to convert your Naoris Points into $NAORIS. After this period, you will be deemed to have forfeited any remaining Naoris Points, which will be burned, and you will receive nothing for them (and we shall have no obligation to send you $NAORIS in relation to them).
7.3 As a pre-condition of receiving $NAORIS, you accept that you may have to supply Naoris Group with such further information, documentation, or copy documentation that the Naoris Group may require for this purpose. If you fail to provide the requested documentation, you may not be able to receive $NAORIS. This includes providing the Naoris Group with whatever information is needed for regulatory compliance, such as:
You accept that your right to Naoris Points (and $NAORIS) may be restricted by the Naoris Group to comply with Applicable Law. The Naoris Group does not accept any liability as a result of any action or inaction taken under this Clause 7.3.
7.4 By dealing in Naoris Points, you acknowledge and accept that:
7.5 By dealing in Naoris Points, you covenant, represent and warrant that:
7.6 You may not assign, transfer, delegate, charge or create third-party interests over any of your rights or responsibilities in relation to Naoris Points, nor may you agree to do so, without our prior written consent (which we may withhold at our sole discretion). Once $NAORIS is launched, it is intended to be transferable.
7.7 Any transfer of Naoris Points (and $NAORIS) by you to another person is subject to these Terms, and you accept responsibility for ensuring that any acquirer of Naoris Points (and $NAORIS) is aware that in doing so they accept, are subject to, and are bound by these Terms.
8.1 We are the owner or the licensee of all copyright and other intellectual property rights (of whatever nature, anywhere in the world) in the Naoris Protocol, Naoris Points, $NAORIS, and any related software or information provided in relation to such (all together, the “Materials”). We grant you a limited, personal, non-exclusive, non-commercial, royalty-free, revocable, non-sub-licensable and non-transferable licence, subject to these Terms, to access and use the Materials solely for the purpose as permitted by us of participating in the Naoris Protocol and dealing in Naoris Points and $NAORIS. You have no other intellectual property rights in the Materials, and any other use is expressly prohibited. We reserve all rights not expressly granted under these Terms.
8.2 You shall not, except as may be allowed by Applicable Law which is incapable of exclusion by agreement between the parties:
8.3 Intellectual property in the Materials may contain code, commonly referred to as open-source software, which is distributed under any of the many known variations of open-source licence terms, including terms which allow the free distribution and modification of the relevant software’s source code and/or which require all distributors to make such source code freely available upon request. To the extent that Material uses or contains any Open Source Software, that element only is licensed to you under the relevant licence terms of the applicable third-party licensor (“Open Source Licence Terms”) and not under these Terms, and you accept and agree to be bound by such Open Source Licence Terms.
8.4 We hereby expressly assert all moral rights to the extent permitted under Applicable Law (and all similar rights in other jurisdictions) which we have or will have in any existing or future works in relation to the Materials.
8.5 All logos related to us and the Materials are marks of Naoris or our licensors. You may not copy, imitate, or use our trading names or logos without our prior written consent. All rights, title, and interest in and to the Materials are the exclusive property of us and our licensors.
9.1 We may ask you to provide feedback in relation to the Naoris Protocol from time to time. Any feedback we receive (including questions, comments, suggestions, or the like), and all rights, including intellectual property rights, in relation to such feedback shall belong exclusively to us, and you irrevocably and unconditionally transfer and assign to us all intellectual property rights you have in relation to feedback and waive any and all moral rights that you may have in respect of any feedback. It is further understood that use of feedback, if any, may be made by us at our sole discretion without any reference to you, and that we are in no way obliged to make any use of any kind of the feedback or part thereof.
10.1 Notwithstanding any other Clause in these Terms, we do not in any way exclude or limit our liability for:
10.2 Subject to Clause 10.3, we shall be responsible to you only for loss that you suffer as a direct and foreseeable result of our gross negligence, and only to the extent that such loss does not arise as a result of a breach of these Terms and/or Applicable Law by you.
10.3 Subject to clause 10.1, in no event shall we be liable to you for any losses:
10.4 Any liability we have for losses you suffer shall not exceed the value of the Naoris Points you would have earned by you during the 12-month period prior to the date of the relevant loss had the loss not occurred.
10.5 In the event of you incurring loss, we reserve the right, but not the obligation, to pay the amount of the loss in Naoris Points (if $NAORIS is not yet in circulation at the time we pay the loss) or $NAORIS (if $NAORIS is in circulation at the time we pay the loss).
11.1 You agree to indemnify us for any losses we incur that arise from or relate to:
11.2 Losses for the purposes of Clause 11.1 include direct and indirect losses, as well as any costs and expenses (including reasonable legal fees).
12.1 You will at all times when participating in the Naoris Protocol, and dealing in Naoris Points or $NAORIS:
12.2 You acknowledge that your access to the Naoris Protocol, Naoris Points, and $NAORIS may be altered, on an ongoing basis, as a result of the information provided under Clause 12.1.
12.3 You acknowledge that in carrying out inquiries, your information may be disclosed by us to identity verification, credit reference, and fraud prevention or financial crime agencies and that these agencies may respond to inquiries in full. This is an identity check only and should have no adverse effect on your credit rating.
13.1 You and we may terminate your agreement to participate in the Naoris Protocol TestNet with immediate effect at any time by giving notice by email to the address you supplied during our initial contact.
13.2 In addition, your agreement to participate in the Naoris Protocol will be deemed automatically terminated if:
14.1 All rights, obligations, and liabilities of the parties accrued up to and including the Termination Date shall not be affected by termination, including any obligation you have to make any payment.
14.2 From the effective date of termination:
14.3 The following Clauses shall survive termination of these Terms: 3, 8, 9, 10, 11, 14, 16, 19, 20, 21, 22.3, 22.4, 22.6, and 22.7, as well as any other Clause which clearly reflects an intention of the parties that it should survive termination of these Terms.
15.1 We may make changes to our fees and these Terms from time to time:
15.2 We will give you reasonable notice of any changes to these Terms, and we may make changes with immediate effect where they are in your favor or are required by Applicable Law.
15.3 We will notify you of any changes via our Website and Social Media (X, Discord, Telegram, LinkedIn). You will be treated as accepting any change that we make to these Terms unless you tell us that you do not agree to the change. If you do not agree, you must notify us, and we will treat such notification as your termination of your agreement to participate in the Naoris Protocol, with effect from the date that the change would otherwise come into effect.
16.1 If you wish to make a suggestion, add feedback, or file a complaint about any aspect of the Naoris Protocol TestNet, please contact us at naorisprotocolhelp.zendesk.com. We are keen to hear your concerns and to resolve any issues promptly.
16.2 We do not provide refunds or cancellation rights. The price of cryptoassets is dependent on fluctuations in the financial market which cannot be controlled by us.
17.1 We will use browser-related metadata in accordance with our Privacy Notice. By entering into any agreement under these Terms, you also agree to these documents, and so you should take the time to read them.
18.1 We maintain and operate effective organizational and administrative arrangements with a view to taking all reasonable steps to prevent conflicts of interest. However, where these are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of participants will be prevented, we shall disclose to participants the relevant conflicts and the steps taken to mitigate against them.
19.1 We may appoint another entity to take over all or some of our rights and obligations under these Terms (the “New Entity”), in which case you consent to us transferring by way of novation all or some of our rights and obligations under these Terms to the New Entity. As soon as reasonably practicable following such novation, we shall notify you in writing of the effective date of such novation. From such effective date, all references in these Terms to “Naoris,” “we,” “us,” or “our” shall be deemed to be references to the New Entity.
20.1 Subject to any mandatory laws of the country in which you have your usual place of residence, these Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim (including non-contractual disputes or claims).
21.1 These Terms constitute the entire agreement between the parties and supersede any prior agreement, terms and conditions, or arrangement in respect of their subject matter. There are no promises, representations, warranties, terms, conditions, or obligations between the parties other than those set out in these Terms.
21.2 No party has entered into these Terms in reliance upon, and will have no remedy in respect of, any misrepresentation, representation, or statement which is not expressly set out or referred to in these Terms. The only remedy available for any misrepresentation or breach of any representation or statement set out or referred to in these Terms shall be for breach of contract.
22.1 We represent and warrant that we are a company duly established and validly existing under the laws of our domicile, we have the legal right and full power and authority, and have taken all action required, to execute and perform our obligations under these Terms, and each of our obligations under these Terms is enforceable in accordance with their terms.
22.2 These Terms shall take effect from the date on which you start participating in the Naoris Protocol or otherwise deal in Naoris Points or $NAORIS.
22.3 Nothing in these Terms shall give rise to a partnership, agency, employment relationship, or joint venture between you and us.
22.4 Each of the provisions of these Terms is separate, severable, and enforceable and, accordingly, if at any time any provision or part-provision of these Terms is or becomes invalid, void, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms. If any provision or part-provision of these Terms is deemed deleted under this Clause 22.4, these Terms shall be interpreted so as, to the greatest extent possible, to achieve the intended commercial result of the deleted provision.
22.5 You may not assign, lien, mortgage, transfer, charge, or otherwise encumber any of your rights or obligations under these Terms if such would impact your performance of your obligations under these Terms. We may assign the benefit of these Terms without restriction, subject to compliance with Applicable Law.
22.6 The parties intend that any New Entity shall have the right to enforce any rights granted to it under these Terms. Save as aforesaid, the participants do not intend that the provisions of these Terms shall be enforceable by any person not a party. Notwithstanding this Clause 22.6, the consent of any third party is not required for any variation (including any release or compromise of any liability) or termination of these Terms.
22.7 No variation or waiver of any of the terms of these Terms shall be effective unless agreed by us explicitly in writing. No failure or delay by us to exercise any right, power, or remedy under these Terms shall operate as a waiver of that right, or any other right, nor shall any single or partial exercise by us of any right, power, or remedy preclude any other or further exercise of that right or any other right, power, or remedy.
Participating in these Terms and acquiring Naoris Points (and $NAORIS) involves a high degree of risk, and, therefore, should be undertaken only if you are capable of evaluating the risks involved and able to bear the risks of participating in this Terms in order to acquire Naoris Points (and $NAORIS).
You should carefully consider the risks described below and consult with your professional advisors before participating. It should be noted that the list of risk factors described hereunder is not intended to be exhaustive and does not necessarily include all of the risks to which the Naoris Group is or may be exposed to, nor are they all the risks associated with participation in a SAFT and dealing in Naoris Points (and $NAORIS).
Important Note: Naoris Points (and $NAORIS) are not intended to constitute securities nor any other form of regulated investment product. Accordingly, there has not been any consideration as to whether Naoris Points (and $NAORIS) are a suitable or an appropriate thing for you to acquire. The Naoris Group expressly disclaim any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Schedule 1, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
By participating in these Terms, or by otherwise accepting, holding and / or using Naoris Points (and $NAORIS), you expressly acknowledge and assume the following risks, and the Naoris Group shall not be liable should they materialize:
Acquisitions of Naoris Points (and $NAORIS) from start-ups, including the Naoris Group, involve a high degree of risk. This is because the value of Naoris Points (and $NAORIS)is reliant on the success of the Naoris Group in developing its business. As such, Naoris Points (and $NAORIS) have all of the risks and uncertainties normally associated with an early-stage business, including establishing the Naoris Group’s operations, lack of name recognition, lack of adequate capital to progress the business, difficulties hiring and retaining qualified employees, and difficulties in complying with all Applicable Laws. Financial and operational risks confronting start-ups are significant and the Naoris Group is not immune to these. The start-up market in which the Naoris Group competes is highly competitive, and the percentage of companies that survive and prosper is small.
The Naoris Group’s lack of an operating history may make it difficult for you to evaluate the Naoris Group’s business and operating prospects and the prospects of the Naoris Group. These risks include, but are not limited to, the Naoris Group’s ability to: (i) increase revenues and manage costs relating to the Naoris Group’s operations, the development, launch and/or operations of the Naoris Protocol, and the development of Naoris Points (and $NAORIS); (ii) increase awareness of the Naoris Group, the Naoris Protocol and Naoris Points (and $NAORIS); (iii) offer compelling content on the Naoris Protocol; (iv) maintain current and develop new strategic relationships; (v) respond effectively to competitive pressures; (vi) continue to develop and upgrade technology; (vii) attract, retain, and motivate qualified personnel; and (viii) raise any additional capital as potentially required. There are no assurances that the Naoris Group’s business strategy will be successful, nor that the Naoris Group will address these risks successfully during the development and launch of the Naoris Protocol and Naoris Points (and $NAORIS). In addition, the Naoris Group has not prepared financial statements for potential acquirers of Naoris Points (and $NAORIS).
A private key, or a combination of private keys, is necessary to control and dispose of Naoris Points (and $NAORIS) stored in your dashboard or digital wallet. Accordingly, loss of requisite private key(s) associated with your dashboard or digital wallet. Storing Naoris Points (and $NAORIS) will result in loss of such Naoris Points (and $NAORIS). Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Naoris Points (and $NAORIS).
Any errors or malfunctions caused by or otherwise related to the wallet you use to receive and store Naoris Points (and $NAORIS), including your own failure to properly maintain or use such wallet, may also result in the loss of your Naoris Points (and $NAORIS). Failure to precisely follow any procedures set forth by the Naoris Group for buying, transferring and receiving Naoris Points (and $NAORIS), including, for instance, providing an incorrect wallet address, or using wallet(s) that do not accept Naoris Points (and $NAORIS), may result in the loss of Naoris Points (and $NAORIS) you hold.
Regulation of cryptoassets such as Naoris Points (and $NAORIS) and the offering thereof, as well as blockchain technologies, and cryptoasset exchanges is currently underdeveloped and likely to rapidly evolve. Regulation varies significantly between different jurisdictions and is subject to significant uncertainty. Regulators may in the future adopt laws, regulations, guidance or other actions that may severely impact the development, operations and growth of the Naoris Protocol and the adoption and utility of Naoris Points (and $NAORIS). Failure by the Naoris Group or the Naoris Protocol to comply with any Applicable Laws, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines, which could have an adverse effect on the development, launch and/or operations of the Naoris Protocol and the development and eventual value of Naoris Points (and $NAORIS).
If an entity within the Naoris Group is required to obtain a licence, there is a risk that that entity may not be able to obtain it, either within a reasonable time period or at all, and the consequence of this will accordingly be to restrict the Naoris Group’s business and ability to issue Naoris Points (and $NAORIS).
From time to time, the Naoris Group may be involved in legal proceedings or litigation. The results of such legal proceedings and claims cannot be predicted with certainty and, regardless of the outcome, legal proceedings could have an adverse impact on the Naoris Group’s business or development, and that of the Naoris Protocol, because of defence and settlement costs, diversion of resources, and other factors. As of the date of this SAFT, the Naoris Group is not subject to any material legal proceedings, nor, to the Naoris Group’s knowledge, are any material legal proceedings pending or threatened against the Naoris Group.
Generally, if third parties are successful in their claims, the Naoris Group may have to pay substantial damages, account for profits derived from the alleged infringing acts, and cease to use certain technologies or take other actions that could be detrimental to the Naoris Group’s business. If there is an intellectual property infringement claim, or to avoid such claims, the Naoris Group may be prohibited from selling or licensing to others any product that it may develop, unless the patent or copyright holder grants a license of the relevant intellectual property to the Naoris Group, which the patent or copyright holder is not obligated to do.
There also may be adverse publicity associated with litigation that could negatively affect people’s perception of the Naoris Group, the Naoris Protocol and/or Naoris Points (and $NAORIS), regardless of whether the allegations are valid or the Naoris Group is ultimately found liable. Accordingly, litigation may adversely affect the Naoris Group’s business and financial condition.
Because Naoris Points (and $NAORIS) and the Naoris Protocol are based on blockchain protocols, any malfunction, breakdown or abandonment of a blockchain protocol may have a material adverse effect on Naoris Points (and $NAORIS) and / or Naoris Protocol. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to Naoris Points (and $NAORIS) and / or the Naoris Protocol by rendering ineffective the cryptographic consensus mechanism that underpins the blockchain protocol.
Hackers or other malicious groups or organizations may attempt to interfere with Naoris Points (and $NAORIS) in a variety of ways, including malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing, as well as attacks which overpower the consensus-based mechanism on which the blockchain in built and attacks which interfere with or otherwise cause nodes to malfunction (nodes are computers / hardware devices that help maintain the blockchain).
There is also an inherent risk that the software and related technologies and theories we use could contain Viruses. Viruses could cause, inter alia, complete loss of Naoris Points (and $NAORIS), or could negatively affect the Naoris Protocol.
The regulatory status of Naoris Points (and $NAORIS) and distributed ledger technology may be unclear or unsettled in certain jurisdictions. Regulatory agencies may apply existing laws or introduce new regulations affecting blockchain technology, the Naoris Protocol, and Naoris Points (and $NAORIS). The interpretation and enforcement of these laws and regulations could significantly impact the adoption, use, and liquidity of Naoris Points (and $NAORIS).
If regulators determine that Naoris Points (and $NAORIS) qualify as financial instruments, securities, or digital assets requiring registration, this could impose significant compliance obligations on the Naoris Group. The Naoris Group may be required to seek licenses or approvals in various jurisdictions, which may be costly or difficult to obtain. Failure to comply with regulatory requirements could result in penalties, restrictions, or limitations on the use of Naoris Points (and $NAORIS).
The nature of the Naoris Protocol means that it may undergo significant changes over time. Although the Naoris Group intends for Naoris Points (and $NAORIS) to follow the specifications set forth in these Terms, the Naoris Group may have to make changes to the specifications of Naoris Points (and $NAORIS) or the Naoris Protocol for any number of reasons. The Naoris Protocol and Naoris Points (and $NAORIS) may therefore be subject to significant conceptual, technical, and commercial changes from time to time. This could create the risk that the Naoris Protocol or Naoris Points (and $NAORIS), as further updated and maintained, may not meet your expectations.
You furthermore understand that changes to the Naoris Protocol and Naoris Points (and $NAORIS) may be required and that, if you decide not to participate in such changes, you may no longer use Naoris Points (and $NAORIS). Non-updated versions of Naoris Points (and $NAORIS) may lose their utility and/or value.
It is possible that, due to any number of reasons—including technical, commercial, regulatory, and other considerations (such as inability to comply with all Applicable Laws, failure of commercial relationships, and intellectual property ownership challenges)—the Naoris Group may not be able to maintain Naoris Points (and $NAORIS), operate the Naoris Protocol, or sustain its business as intended. The Naoris Group may dissolve or take actions that result in the shutdown of the Naoris Protocol.
Additionally, the Naoris Group may be required to make changes to the specifications of the Naoris Protocol and/or Naoris Points (and $NAORIS) for a variety of legitimate reasons. The Naoris Group may not have, or be able to obtain, the necessary technical skills and expertise to successfully operate the Naoris Protocol or maintain Naoris Points (and $NAORIS). If the Naoris Protocol experiences malfunctions or failures, this could negatively impact its operations and the perceived value of Naoris Points (and $NAORIS).
Furthermore, the Naoris Protocol or the ability to participate in it may be suspended indefinitely or abandoned due to lack of interest, regulatory requirements, or commercial failures.
There is presently no established trading market for Naoris Points (and $NAORIS), and the Naoris Group does not accept any obligation to ensure that a trading market shall be established. The Naoris Group can provide no assurance that an exchange will accept any attempted listing of $NAORIS or maintain the listing if accepted, or that any trading market will be successfully developed or launched in the future.
Even if such a market is established, any such trading market may not be widely adopted, may have limited users, and could be subject to significant competition. As a result, the Naoris Group can provide no assurance as to the liquidity of $NAORIS on any such market, and the value of Naoris Points (and $NAORIS) over time may experience extreme volatility or depreciate in full.
Companies, organizations, or individuals—including competitors—may hold or obtain patents, trademarks, or other proprietary rights that would prevent, limit, or interfere with the Naoris Group’s ability to make, use, develop, sell, and/or market Naoris Points (and $NAORIS) and/or the Naoris Protocol. This could make it more difficult for the Naoris Group to operate its business.
These third parties may have applied for, been granted, or obtained patents that relate to intellectual property and which compete with the Naoris Group’s intellectual property or technology. This may require the Naoris Group to develop or obtain alternative technology or obtain appropriate licenses, which may not be available on acceptable terms or at all. Such a circumstance may result in the Naoris Group significantly increasing its development efforts and resources to redesign the technology to safeguard its competitive position.
There is also a risk that the Naoris Group’s efforts to protect its intellectual property rights may not be adequate. If the Naoris Group’s intellectual property protections fail, it could adversely affect its business, financial condition, and reputation, as well as the development and operations of the Naoris Protocol and Naoris Points (and $NAORIS).
Holders of Naoris Points (and $NAORIS) will have no voting rights or other management or control rights in the Naoris Group by virtue of dealing in Naoris Points (or $NAORIS). Consequently, the acquisition of Naoris Points (and $NAORIS) does not carry with it any right to take part in the control or management of the Naoris Group’s business.
The Naoris Group’s directors and shareholders who hold voting shares will control the Naoris Group’s decisions, including those relating to the development, launch, and operations of the Naoris Protocol and the development of Naoris Points (and $NAORIS). Holders of Naoris Points (and $NAORIS) will have no influence or vote on any corporate matters, and the voting shareholders and directors may take actions of which a majority of holders of Naoris Points (and $NAORIS) disapprove.
After issuance, to the extent permitted by applicable law, you will have no right to return your Naoris Points (and $NAORIS) to the Naoris Group, request a refund, or require the Naoris Group to exchange any amount of Naoris Points (and $NAORIS) for fiat currency. As a result, if there is insufficient demand or interest in the Naoris Protocol and Naoris Points (and $NAORIS), or if there are restrictions on their transferability or limited liquidity, they may become valueless.
The Naoris Group’s management will have sole discretion over the use of proceeds received under these terms. You will be relying on the Naoris Group’s management to identify, structure, and implement the Naoris Protocol in accordance with the Naoris Group’s objectives and policies, and to conduct the business of the Naoris Protocol.
Sales, or the possibility of sales, by the Naoris Group (or holders of $NAORIS) of a substantial number of Naoris Points (and $NAORIS) or additional types of tokens could have an adverse effect on the value of Naoris Points (and $NAORIS) or could affect the Naoris Group’s ability to obtain capital. In addition, in exchange for services in connection with the development, marketing, and operation of the Naoris Protocol, the Naoris Group may sell further Naoris Points (and $NAORIS) or different types of tokens to various third parties.
Any additional issuance of Naoris Points (and $NAORIS) could dilute your percentage interest in the currently outstanding Naoris Points (and $NAORIS) and have an adverse effect on their market value. Additionally, new token classes may impact the value of Naoris Points (and $NAORIS), and you have no rights to these new tokens by virtue of acquiring Naoris Points (and $NAORIS).
The Naoris Group reserves the right to obtain funding in the future, including from venture capitalists, in order to finance operations in general. This may include additional funds for the Naoris Protocol. Obtaining this funding may impact the way the Naoris Protocol is developed and may have a consequential impact on the value of Naoris Points (and $NAORIS).
Fluctuations in the price of digital assets could materially and adversely affect the Naoris Group’s business and the Naoris Protocol. The price of Naoris Points (and $NAORIS) may also be highly volatile. Several factors may influence the market price of Naoris Points (and $NAORIS), including but not limited to:
A decrease in the price of a single digital asset may cause volatility across the entire cryptoasset market, including Naoris Points (and $NAORIS), which may result in significant loss over a short period.
You may not be able to obtain all information you want from time to time regarding the Naoris Group, the Naoris Protocol, and/or Naoris Points (and $NAORIS). Even if you receive such information, it may not be on a timely basis. It is possible that you may not be aware of materially adverse changes affecting the Naoris Group, the Naoris Protocol, and/or Naoris Points (and $NAORIS) promptly. As a result, you may not have access to sufficient data to make informed decisions regarding your holding of Naoris Points (and $NAORIS).
Although we intend for Naoris Points (and $NAORIS) to be classified as unregulated tokens, the regulatory position of cryptoassets is uncertain and subject to change. Future regulatory developments may require us to reclassify Naoris Points (and $NAORIS) as a security, which may impose restrictions on resale and transfer. Such regulatory changes could negatively impact the value and utility of Naoris Points (and $NAORIS).
The value of Naoris Points (and $NAORIS) can fluctuate based on various macroeconomic factors, including changes in global financial markets, inflation, interest rates, and economic instability. Past performance of other cryptoassets does not guarantee the future performance of Naoris Points (and $NAORIS), and holders should be aware that they may lose the full value of their holdings.
Cryptoassets involve relatively new and untested technology. In addition to the risks included in this document, there may be additional risks that we cannot reasonably foresee at this time. These risks may arise due to evolving technology, market conditions, legal frameworks, or other unforeseen factors. You should carefully consider all potential risks before acquiring Naoris Points (and $NAORIS).