HOLDIUM AIRDROP TERMS AND CONDITIONS

LAST REVISED: JUNE 26, 2024
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PLEASE READ THESE TERMS AND CONDITIONS BEFORE ACCESSING THE HOLDIUM WEBSITE AVAILABLE AT HOLDIUM.XYZ, PARTICIPATING IN THE AIRDROP OR ANY SERVICES OFFERED BY HELLO RELISH INC. (TOGETHER, THE “SERVICES”), PARTICIPATING IN THE AIRDROP OR RECEIVING HOLDIUM TOKENS. THESE TERMS AND CONDITIONS MAY AFFECT YOUR OBLIGATIONS AND LEGAL RIGHTS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS IN ITS ENTIRETY, YOU ARE NOT PERMITTED TO PARTICIPATE IN THE AIRDROP OR RECEIVE DISTRIBUTION OF ANY TOKENS.

BY PARTICIPATING IN THE AIRDROP, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL RISKS RELATED THERETO INCLUDING (WITHOUT LIMITATION) THE RISKS SET OUT IN THESE TERMS. IN NO EVENT SHALL RELISH OR THEIR AFFILIATES BE HELD LIABLE IN CONNECTION WITH OR FOR ANY CLAIMS, LOSSES, DAMAGES OR OTHER LIABILITIES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE AIRDROP OR THE RECEIPT OF ANY TOKENS. RELISH DOES NOT TAKE ANY RESPONSIBILITY FOR YOUR PARTICIPATION IN THE AIRDROP AND YOU MUST SATISFY YOURSELF BEFORE PARTICIPATING IN THE AIRDROP AND SHOULD NOT RELY ON ANY STATEMENT MADE BY RELISH OR HOLDIUM.

RELISH DOES NOT GIVE ADVICE, ENDORSEMENT, ANALYSIS OR RECOMMENDATIONS WITH RESPECT TO THE AIRDROP OR ANY CRYPTOCURRENCIES, DIGITAL ASSETS, TOKENS OR SECURITIES. RELISH DOES NOT PROVIDE ANY FINANCIAL, TAX, LEGAL ADVICE OR CONSULTANCY SERVICES OF ANY KIND. RELISH IS NOT YOUR BROKER, INTERMEDIARY, AGENT OR ADVISOR, AND HAS NO FIDUCIARY RELATIONSHIP OR OBLIGATION TO YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE AIRDROP OR OTHER ACTIVITIES EFFECTED BY YOU ON THE PLATFORM.

RELISH HAS NOT ASSESSED THE SUITABILITY OF THE TOKENS NOR CONSIDERED THE APPLICABLE LAWS, REGULATIONS AND LAWS OF THE JURISDICTION OF ANY PARTICIPANT. YOU ARE RESPONSIBLE FOR MAKING YOUR OWN DECISION FOR YOUR PARTICIPATION IN THE AIRDROP AND ANY RECEIPT OF TOKENS. ANY PARTICIPATION IN THE AIRDROP IS SOLELY AT YOUR OWN RISK. IT IS YOUR SOLE RESPONSIBILITY TO SEEK SEPARATE PROFESSIONAL LEGAL, ACCOUNTING, INVESTMENT OR TAX ADVICE IN RESPECT OF THE AIRDROP AND ANY RECEIPT OF THE TOKENS BEFORE PARTICIPATING IN THE AIRDROP AND PRIOR TO RECEIVING ANY TOKENS.

THE AIRDROP AND TOKENS ARE NOT AVAILABLE TO RESIDENTS OF ANY COUNTRY OR TERRITORY IN WHICH SANCTIONS IMPOSED BY THE UNITED NATIONS (WHETHER THROUGH THE SECURITY COUNCIL OR OTHERWISE), U.S. DEPARTMENT OF THE TREASURY’S OFFICE OF FOREIGN ASSETS CONTROL (“OFAC”), THE EUROPEAN UNION OR THE UNITED KINGDOM APPLY, OR OTHERWISE PURSUANT TO SANCTIONS IMPOSED BY THE UNITED NATIONS, EUROPEAN UNION, AND/OR THE UNITED KINGDOM APPLY, INCLUDING THE BALKANS, BELARUS, BURMA (MYANMAR), CENTRAL AFRICAN REPUBLIC, CUBA, DEMOCRATIC REPUBLIC OF CONGO, ETHIOPIA, HONG KONG, IRAQ, LEBANON, LIBYA, NICARAGUA, RUSSIA, SUDAN, SYRIA, VENEZUELA, YEMEN, IRAN, THE DEMOCRATIC PEOPLES’ REPUBLIC OF NORTH KOREA AND THE CRIMEA, DONESTK AND LUHANSK REGIONS OF UKRAINE (EACH A “RESTRICTED COUNTRY”). WE RESERVE THE RIGHT TO CHOOSE MARKETS AND JURISDICTIONS TO CONDUCT THE AIRDROP AND MAY RESTRICT OR REFUSE THE PARTICIPATION OF AIRDROP IN OTHER COUNTRIES OR REGIONS IN OUR SOLE DISCRETION. BY PARTICIPATING IN THE AIRDROP, YOU AGREE YOU ARE NOT FROM ANY OF THE RESTRICTED COUNTRY.

These terms and conditions (“Terms”) govern the participation in and receipt of Holdium tokens (“Tokens”) through the airdrop program (“Airdrop”) organized by Hello Relish Inc. and Relish Development Limited (together, “Relish”, “we” or “us”). By participating in the Airdrop, you agree that you have read, understood, and are bound by these Terms and that you comply with the requirements listed herein. If you do not agree to all of these Terms or comply with the requirements herein, you are not eligible to participate in the Airdrop. If you are acting for or on behalf of an entity, you hereby represent and warrant that you are authorized to accept these Terms and enter into a binding agreement with Relish on such entity’s behalf, and you accept these Terms both on behalf of such entity and on your own behalf. 

These Terms contain the entire agreement between you and us the Airdrop and supersede all prior and contemporaneous understandings between the parties regarding the Airdrop. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Airdrop Terms. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or participation in the Airdrop after the modifications have become effective will be deemed your acceptance of the modified Terms.

SECTION 7 OF THE GENERAL TERMS CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. PLEASE REVIEW SUCH CLAUSES CAREFULLY BECAUSE THEY AFFECT YOUR RIGHTS. BY AGREEING TO THESE AIRDROP TERMS, YOU AGREE TO RESOLVE ALL DISPUTES RELATED TO THE AIRDROP THROUGH BINDING INDIVIDUAL ARBITRATION AND TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH IN THE GENERAL TERMS. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 7 OF THE GENERAL TERMS.

1. ELIGIBILITY
By participating in the Airdrop or receiving the Tokens, you represent and warrant that:
a) as an individual, legal person, or other organization, you have full legal capacity and authority to agree and bind yourself to these Terms;
b) you are at least 18 or are of legal age to form a binding contract under applicable laws;
c) your participation in and receipt of tokens are not prohibited by applicable law, and at all times compliant with applicable law, including but not limited to regulations on anti-money laundering (“AML”), anti-corruption, and counter-terrorist financing (“CTF”), including without limitation applicable economic and trade sanctions and export control laws and regulations, such as those administered and enforced by the EU, OFSI, OFAC, the U.S. Department of State, the U.S. Department of Commerce, the UN Security Council, and other relevant authorities.
d) you are not a citizen, resident or domiciliary in a Restricted Country, nor are you participating in the Airdrop on behalf of any person or entity from a Restricted Country;
e) you have not been included in any trade embargoes or economic sanctions list, the list of specially designated nationals maintained by OFAC, or the denied persons or entity list of the United States Department of Commerce or any other similar list of any regulatory body based in the United States, nor you have been a subject or target of any other economic sanctions administered or enforced by the United Nations, the European Union or the United Kingdom;
f) you have not been previously suspended or removed from using our platform;
g) if you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity;
h) you are solely responsible for participating in the Airdrop and, if applicable, for all activities that occur on or through your participation;

i) You agree and acknowledge that your participation in the Airdrop and claim of Tokens does not require or involve any form of purchase, payment, or tangible consideration from or to us, nor otherwise require or involve any acceptance of value by us from you. You agree and acknowledge that you (a) lawfully may receive Tokens for free via the Airdrop (other than gas fees or applicable taxes, if any, that may be due to third parties), (b) were not promised the Tokens or any tokens (whether via the Airdrop or otherwise); and (c) took no action in anticipation of, or in reliance on, receiving the Tokens or any tokens, the occurrence of an Airdrop, or potential participation in any Airdrop; and

j) You agree and acknowledge that your participation in the Airdrop does not violate any applicable laws, including without limitation applicable economic and trade sanctions and export control laws and regulations, such as those administered and enforced by the EU, OFSI, OFAC, the U.S. Department of State, the U.S. Department of Commerce, the UN Security Council, and any other relevant authorities.

You agree and acknowledge that your participation in the Airdrop is at your own risk. You agree and acknowledge that you have carefully reviewed, read, and understood the Risk Factors below.

2. IDENTITY VERIFICATION
We at our sole discretion will determine the eligibility criteria for participation in the Airdrop and use rights associated with the Tokens, including the amount of Tokens to be distributed to eligible participants that satisfy specified criteria. Different eligible participants may receive different amounts of Tokens in any particular Airdrop depending on the criteria determined by us for such Airdrop. We will have no obligation to notify potential Airdrop participants of the eligibility criteria for any Airdrop prior to the execution of such Airdrop.

We reserve the sole and absolute right to disqualify any proposed participant it deems ineligible for an Airdrop, whether under these Terms or by having engaged in any conduct that we consider inappropriate or unacceptable. You shall not: use multi-accounts and/or multi-wallets, attempt to cheat or hack the Airdrop or the Tokens, carry out any kind of spamming, or behave in a manner which we deem offensive or inappropriate, and any such behavior will result in your account(s) and/or wallet(s) being permanently banned from our Airdrops.

If you provide any information to us, you must ensure that such information is true, complete, and timely updated when changed. If we believe that any of the information you provided is incorrect, false, outdated or incomplete, we reserve the right to terminate your participation in the Airdrop. You shall be fully liable for any loss or expense caused to us during your participation. You hereby acknowledge and agree that you have the obligation to provide accurate, up-to-date and correct information at all times.

3. AIRDROP DETAILS
‍The Airdrop will be conducted during the specified period and any other terms available on the airdrop website linked above, as determined by us (the “Airdrop Period”). All participant must follow the specified instructions as are provided by us from time to time to participate in the Airdrop. The number of Tokens allocated to each participant will be determined solely by us, subject to the level and effect of participation and activities of the participants, and such allocation may vary among participants. Participation in the Airdrop does not require any purchase or payment although there may be transaction fees payable by the Participant to receive and/or claim their Tokens.

4. TOKEN DISTRIBUTION
The distribution of Tokens will occur after the Airdrop Period ends, subject to successful verification and compliance with these terms and in accordance with a lockup and lockup schedule as determined by us and communicated to you during the Airdrop. Participants must provide a compatible wallet address capable of receiving the Tokens. Failure to provide a valid wallet address may result in the forfeiture of Tokens. The Tokens will either be transferred to the designated wallet addresses provided by Participants or be claimable by such designated wallet, in accordance with a lockup and vesting schedule subject to technical limitations or delays. Participant will pay any transaction fees to receive and/or claim such Tokens.

To participate in the Airdrop, you will need to enter an eligible Airdrop Address (as defined below) and/or connect a compatible third-party digital wallet (either, a “Wallet”). Failure to provide and connect an eligible Wallet may result in the forfeiture of Tokens. There may be technical limitations, delays, and/or transaction fees due or payable to third parties, such as transaction fees, to receive and/or claim Tokens through your Wallet.

By using a Wallet, you agree that you are using the Wallet in accordance with any terms and conditions of an applicable third-party provider of such Wallet. Wallets are not maintained or supported by, or associated or affiliated with us. When you interact with the Airdrop or other Services, as between us and you, you retain control over your digital assets at all times. We do not control digital assets in your Wallet, and we accept no responsibility or liability to you in connection with your use of a Wallet. We make no representations or warranties regarding how the Airdrop or other Services will operate with, or be compatible with, any specific Wallet. The private keys necessary to access and/or transfer the digital assets held in a Wallet are not known or held by us. Any third party that may gain access to your private key may be able to misappropriate any cryptocurrency assets and/or other digital assets held by you. We have no ability to help you access or recover your private key and/or seed phrase for your Wallet. As between you and us, solely you are responsible for maintaining the confidentiality of your private key, and solely you are responsible for any transaction signed with your private key. We are not responsible for any loss associated with the your private key, digital wallet, vault, or other storage mechanism.

You agree and acknowledge that if you are unable to claim the Airdrop due to technical bugs, smart contract issues, gas fees, wallet incompatibilities, loss of access to a wallet or the key thereto, or for any other reason, you will have no recourse or claim against us. In any such cases, we will not bear any liability.

You agree and acknowledge that claiming the Airdrop may require interaction with, reliance on, or an integration with third-party products or services (e.g., a wallet or a network or blockchain) that we do not control, and that we or such third-party services may collect your data in relation to your use of . In the event that you are unable to access such products, services, or integrations, or if they fail for any reason, and you are unable to participate in the Airdrop or claim Tokens as a result, you will have no recourse or claim against us; and we do not bear any responsibility or liability to you.

5. USE OF TOKENS
Participants acknowledge and agree that the Tokens received through the Airdrop may have specific usage limitations, such as utility within a specific platform or ecosystem, and have no monetary value. The Tokens do not represent a stock, commodity or any other investment instrument. The Tokens are not securities and shall not in any case be considered as such and the offer or distribution of the Tokens has not been registered with any government entity or regulatory authority. You acknowledge and agree that Tokens do not represent any share, stake, debt or security or equivalent rights in Relish and its affiliated entities.

For the avoidance of doubt, you represent and warrant that any Tokens are pure “utility” in nature, and bear no resemblance to a security as may currently be defined by law or regulation, in neither form nor function; specifically, the services will not constitute an “investment contract”, and thus they would fail the “Howey Test” as set forth in SEC v. W.J. Howey Co, 328 U.S. 293 (1946) so that the Tokens are not considered securities under any circumstances.

6. RESTRICTIONS
You shall not participate in the Airdrop except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, you may NOT:
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a) participate in the Airdrop in any dishonest or unlawful manner, for fraudulent or malicious activities, or in any manner inconsistent with these Terms;
b) violate applicable laws or regulations in any manner;
c) infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets of Relish or any proprietary rights of other third parties;
d) use the Airdrop for market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether prohibited by law);
e) attempt to access the Airdrop without authorization, or connect to the networks of the Airdrop by hacking, password mining, phishing, cracking or any other unlawful or prohibited means;
f) use any devices, software or routine programs to interfere with the Airdrop; or
g) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you provide to us.

By participating in the Airdrop, you agree that we have the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant regulations without your consent or prior notice.

7. DISCLAIMERS AND ASSUMPTION OF RISK; ARBITRATION
WE MAY TERMINATE, SUSPEND, ABORT, OR MODIFY THE AIRDROP AT ANY TIME IN OUR SOLE DISCRETION. WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY TERMINATION, SUSPENSION, ABORTION OR MODIFICATION OF THE AIRDROP.

THE AIRDROP, TOKENS AND SERVICES ARE PROVIDED ON AN “AS-IS” AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR PARTICIPATION IN AND RECEIPT OF TOKENS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT OF THE TOKENS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE PARTICIPATION IN THE AIRDROP WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR FREE OF ERROR, HARMFUL COMPONENTS OR OTHER MALICIOUS, DESTRUCTIVE OR CORRUPTING CODE, AGENT, PROGRAMME OR MACROS AND WILL NOT BE LIABLE FOR ANY LOSSES RELATING THERETO. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS EXPRESSLY DISCLAIM ANY LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OF OTHERWISE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, INTANGIBLE OR CONSEQUENTIAL LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO:

a) POSTPONEMENT, SUSPENSION AND/OR ABORTION OF THE AIRDROP;
b) ANY FAILURE, OR DISRUPTION TO, THE AIRDROP, THE OPERATIONS OF RELISH OR ANY OTHER TECHNOLOGY (INCLUDING BUT NOT LIMITED TO SMART CONTRACT TECHNOLOGY) ASSOCIATED THEREWITH, DUE TO ANY REASON, INCLUDING BUT NOT LIMITED TO OCCURRENCES OF HACKS, MINING ATTACKS (INCLUDING BUT NOT LIMITED TO DOUBLE-SPEND ATTACKS, MAJORITY MINING POWER ATTACKS AND "SELFISH-MINING" ATTACKS), CYBER-ATTACKS, DISTRIBUTED DENIALS OF SERVICE, ERRORS, VULNERABILITIES, DEFECTS, FLAWS IN PROGRAMMING OR SOURCE CODE OR OTHERWISE, REGARDLESS OF WHEN SUCH FAILURE, MALFUNCTION, BREAKDOWN, OR DISRUPTION OCCURS;
c) ANY FAILURE, MALFUNCTION, VIRUS, ERROR, BUG, FLAW, DEFECT IN THE TECHNOLOGY CONNECTED WITH OR USE FOR AFFECTING THE TOKENS OR A PARTICIPANT’S PARTICIPATION IN THE AIRDROP;
d) ANY PROHIBITION, RESTRICTION OR REGULATION BY ANY GOVERNMENT OR REGULATORY AUTHORITY IN ANY JURISDICTION APPLICABLE TO THE TOKENS OR A PARTICIPANT’S PARTICIPATION IN THE AIRDROP;
e) LOSS OF POSSESSION OF THE CREDENTIALS FOR ACCESSING, OR LOSS OR DESTRUCTION OF THE PRIVATE KEYS OF, ANY WALLET AND/OR THE PARTICIPANT’S DESIGNATED WALLET ADDRESSES, IN ANY MANNER AND TO ANY EXTENT;
f) DELAY OR FAILURE TO DISCLOSE INFORMATION RELATING TO THE PROGRESS OF THE AIRDROP;
g) ANY RISKS ASSOCIATED WITH A PARTICIPANT’S PARTICIPATION IN THE AIRDROP AND/OR A PARTICIPANT’S USE OF THE TOKENS; AND
h) ALL OTHER RISKS, DIRECT, INDIRECT OR ANCILLARY, WHETHER IN RELATION TO A PARTICIPANT’S PARTICIPATION IN THE AIRDROP AND/OR A PARTICIPANT’S USE OF THE TOKENS WHICH ARE NOT SPECIFICALLY OR EXPLICITLY CONTAINED IN OR STATED IN THESE TERMS.

EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF OUR GROSS NEGLIGENCE, ACTUAL FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW OR EXCEPT IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. WE WILL NOT BE LIABLE TO ANY PERSON FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH WE DO NOT HAVE CONTROL. THIS PROVISION WILL SURVIVE THE TERMINATION OF THESE TERMS.

WE MAKE NO WARRANTY AS TO THE MERIT, LEGALITY OR JURIDICAL NATURE OF ANY TOKEN DISTRIBUTED IN THE AIRDROP (INCLUDING WHETHER OR NOT IT IS CONSIDERED A SECURITY OR FINANCIAL INSTRUMENT UNDER ANY APPLICABLE SECURITIES LAWS).

Use of the Services, participation in the Airdrop and use of the Tokens is at the risk of the user. The Services, Airdrop and Tokens are provided on an “as is'” and “as available” basis. We expressly disclaim all warranties of any kind, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We make no warranty that the Airdrop, Tokens or Services will meet your requirements or be uninterrupted, timely, secure, or error-free. We make no warranty that the results that may be obtained from access to or the use of Airdrop, Tokens or Services will be accurate or reliable or that the quality of any products, services, applications, information, or other material purchased or obtained by you through the Services will meet your expectations.

By accessing and using the Tokens, Airdrop or the Services, you represent and warrant that you (a) understand the risks inherently associated with using cryptographic and blockchain-based systems and (b) have a working knowledge of the usage, storage, and intricacies of digital assets. You further represent that you understand that markets for digital assets are highly volatile due to various factors, including adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase or decrease dramatically at any time. You acknowledge and accept the risk that your digital assets may have no value or lose some or all of their value during the Airdrop Period or any period thereafter. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent certain projects, entities, or people, and you acknowledge and accept the risk that you or others may mistakenly seek to claim or trade those or other tokens. You acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience, including losses while accessing or using the Tokens, Airdrop or the Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Tokens, Airdrop and the Services.

You expressly understand and agree that we will not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits, including damages for loss of goodwill, use, or data or other intangible losses (even if we have been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability, or otherwise, resulting from: (a) the use or the inability to use the Tokens, Airdrop or the Services; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the Tokens, Airdrop or the Services; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third party on the Services; (e) interruption or cessation of function related to our interface or website; (f) bugs, viruses, trojan horses, or the like that may be transmitted to or through the interface or website; (g) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the interface or website; or (h) any other matter relating to the Tokens, Airdrop or the Services.

7(a)

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

7(b) Informal Process First. You agree that in the event of any dispute between you and us, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. You agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

7(c) Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Airdrop or any other services will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Legislation concerning arbitration may govern the arbitrability of all disputes in an applicable jurisdiction. However, the arbitrator will apply applicable substantive law consistent with such legislation and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you are waiving the right to trial by jury or to participate in a class action or class arbitration.

7(d) Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you agree that in the event that there are one-hundred (100) or more individual Claims of a substantially similar nature filed against us by or with the assistance of the same law firm, group of law firms, or organizations, then within a thirty (30) day period (or as soon as possible thereafter), JAMS shall (1) administer the arbitration demands in batches of 100 Claims per batch (plus, to the extent there are less than 100 Claims left over after the batching described above, a final batch consisting of the remaining Claims); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Claims are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by you. You agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Claims, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

7(e) Exceptions. Notwithstanding the foregoing, you agree that the following types of disputes will be resolved in a court of proper jurisdiction: (i) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; (ii) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (iii) intellectual property disputes.

7(f) Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, we will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the applicable standards set forth in civil procedures), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse us for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by us before the arbitrator was appointed, we will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

7(g) Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to the contact email or service provided on this website. The notice must be sent to us within thirty (30) days of your first registering to use the services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, we also will not be bound by them.

7(h) WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable law, you agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION.

IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

8. NO PROFESSIONAL ADVICE
The Tokens are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction. These Terms or any information in relation to the Airdrop or Tokens are not to be construed as an offering memorandum, advertisement or prospectus. These Terms or any information in relation to the Airdrop or Tokens do not constitute the distribution, an offer or solicitation of any kind to purchase or sell any product, security or instrument whatsoever nor should they be construed as providing any type of investment or other advice or recommendations by us, any of our affiliates or third parties to any person in any jurisdiction where such distribution, offer, solicitation, purchase or sale would be unlawful under the laws of such jurisdiction. Moreover, we do not give investment advice, endorsement, analysis or recommendations with respect to any cryptocurrencies, digital assets, tokens or securities or provide any financial, tax, legal advice or consultancy services of any kind. We are not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you.

Digital assets are highly risky and may lead to a total loss of value. You must have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to appreciate the risks involved in dealing in digital assets. You understand and agree that the value of digital assets can be volatile, and we are not in any way responsible or liable for any losses you may incur by participating in the Airdrop. You should not take, or refrain from taking, any action based on any information provided by us. Before you make any financial, legal, or other decisions involving the Airdrop or Tokens, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. 

We do not recommend that any cryptocurrencies should be obtained, bought, earned, sold, or held by you and we will not be held responsible for the decisions you make based on the information provided by us.

9. INDEMNIFICATION
You agree to indemnify and hold harmless Relish and its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors from and against any potential or actual claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with, the Airdrop, (ii) your breach or our enforcement of these Terms; or (iii) your violation of any applicable law, regulation, or rights of any third party.

If you are obligated to indemnify Relish and its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors pursuant to these Terms, Relish will have the right, in its sole discretion, to control any action or proceeding and to determine whether Relish wishes to settle, and if so, on what terms.

Your obligations under this indemnification provision will continue even after these Terms have expired or been terminated.

10. JURISDICTION AND GOVERNING LAW
The parties shall attempt in good faith to mutually resolve any and all disputes, whether of law or fact, and of any nature whatsoever arising from or with respect to these Terms. These Terms and any dispute or claim arising out of or in connection with the Airdrop or Tokens shall be governed by, and construed in accordance with, the laws of Delaware.

Any dispute that is not resolved after good faith negotiations may be referred by either party for final, binding resolution by arbitration. Any dispute arising out of or related to these Terms is personal to you and us and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. 

11. GENERAL
If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the clause, in which case the entirety of the relevant provision will be deemed to be deleted).

These Airdrop Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Airdrop Terms.
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No third party shall have any rights to enforce any terms contained herein.

12. THIRD PARTY WEBSITE DISCLAIMER
Any use of blockchain networks or third party services available during the Airdrop or via links to third party websites does not imply endorsement by us of any product, service, information or disclaimer presented therein, nor do we guarantee the accuracy of the information contained on them. If you suffer loss from using such third party product and service, we will not be liable for such loss. In addition, third party service providers will likely have their own set of rules and guidelines for usage of such services. Since we have no control over the terms of use or privacy policies of third-party websites, we urge you to carefully read and understand them before using their services.

13. SEVERABILITY

If any term, clause, or provision of these Airdrop Terms is held to be illegal, invalid, void, or unenforceable (in whole or in part), then such term, clause, or provision shall be severable from the Airdrop Terms without affecting the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision in the Airdrop Terms, which will otherwise remain in full force and effect. Any invalid or unenforceable provisions will be interpreted to affect the intent of the original provisions. If such construction is not possible, the invalid or unenforceable provision will be severed from the Airdrop Terms, but the rest of the Airdrop Terms will remain in full force and effect.

RISK FACTORS

IMPORTANT NOTE: THE TOKENS ARE NOT BEING STRUCTURED OR OFFERED AS SECURITIES OR ANY OTHER FORM OF INVESTMENT PRODUCT. ACCORDINGLY, NONE OF THE INFORMATION PRESENTED BY RELISH IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION, AND NO SPECIFIC RECOMMENDATIONS ARE MADE OR INTENDED. RELISH EXPRESSLY DISCLAIMS 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 PROVIDED BY THE ISSUER, (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION (III) ANY ACTION RESULTING FROM SUCH INFORMATION OR (IV) THE SALE OR USE OF THE TOKENS.

Participants cannot immediately use the Tokens. Participants should be prepared that they may not receive Tokens after the Airdrop for an extended period of time subject to lockup and vesting restrictions.

The Tokens have no or limited market, liquidity, or performance history. 

The Tokens are non-exchangeable. We are not obliged to provide holders of the Token with any exchange related to the Token for any reason, and holders of the Token acknowledge and agree that they will not receive money or other compensation in lieu of an exchange. No promises of future performance or price are or will be made in respect to the Token, including no promise of inherent value, no promise of continuing payments, and no guarantee that the Token will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the laws in the jurisdiction of the Token.

Loss of Tokens. Tokens are intended to be accessible only by a party who possesses both the unique public and private keys relating to the local or online digital wallet in which such Tokens are held. To the extent private keys holding the Tokens are lost, destroyed or otherwise compromised, we may be unable to access the related Tokens and such private keys are not capable of being restored by us. Any loss of private keys relating to digital wallets used to store the Tokens could materially adversely affect the participant. Further, Tokens are typically transferred digitally, through electronic media not controlled or regulated by any entity. To the extent a Token is transferred erroneously to the wrong destination, the participant may be unable to recover the Tokens or its value. Such loss could materially adversely affect the Tokens and result in their complete loss of the participant’s Tokens.

Token Transactions are Generally Irrevocable. One of the values of distributed ledger and blockchain technology is that they create a permanent, public record of Token transactions. The potential drawback to this, however, is that even if a transaction turns out to have been in error, or as a result of theft of Tokens, such a transaction is not reversible. Consequently, we may be unable to replace missing Tokens or seek reimbursement for any erroneous transfer or theft of Tokens. To the extent that we are unable to seek redress for such action, error or theft, such loss could adversely affect our financial performance. Additionally, participants may lose all of their Tokens if a transaction was made in error or if the Tokens were stolen.

Bad Actors or Hackers. Bad Actors or Hackers may launch attacks to steal, compromise, or secure Tokens, such as by attacking Network source code, exchange servers, third-party platforms, cold and hot storage locations or software, or Token transaction history, or by other means. As our network increases in size, it may become a more appealing target of hackers, malware, cyber-attacks or other security threats. An attack or a breach of security could result in a loss of private data, unauthorized trades, an interruption of the network for an extended period of time, violation of applicable privacy and other laws, significant legal and financial exposure, damage to reputation, and a loss of confidence in security measures, any of which could have a material adverse effect on the network and the Tokens. Any breach of data security that exposes or compromises the security of any of the private digital keys used to authorize or validate transactions, or that enables any unauthorized person to generate any of the private digital keys, could result in unauthorized transactions and would have a material adverse effect on the Tokens. 

Risks of New & Evolving Laws and Regulations: There is significant risk surrounding the ongoing development of regulatory frameworks governing blockchain technology all over the world, including in the United States, and as the blockchain, crypto, and web3 industry continues to grow, we expect regulatory scrutiny to increase across jurisdictions. The Tokens may be found to be subject to certain laws or regulatory regimes that could adversely impact you or us. Additionally, laws or interpretations may change and we may be subject to new or changed laws or regulations in the future.

Risk of Third-Party Illegal Activity. The Token and its related systems may be exploited to facilitate illegal activity including fraud, money laundering, gambling, tax evasion, sanctions evasion, and scams. While we do not control the activities of the Services’ users, the use of the Services for illegal or improper purposes could subject us or Token holders to claims, individual and class action lawsuits, and government and regulatory investigations, prosecutions, enforcement actions, inquiries, or requests that could result in liability and reputational harm for us and the Token holders.

Certain activities that may be legal in one jurisdiction may be illegal in another jurisdiction, and certain activities that are at one time legal may in the future be deemed illegal in the same jurisdiction. In the event that a user is found responsible for intentionally or inadvertently violating the laws in any jurisdiction, we and other Token holders may be subject to governmental inquiries, enforcement actions, prosecution, or held secondarily liable for aiding or facilitating such activities in researching and developing, or deploying, software that enabled such activities, being a platform on which such activities occurred, contributing to governance on any platform that authorized such activities, or being a member of a decentralized autonomous organization or other group that otherwise has liability with respect to such activities.

We or Token holders could be deemed to be violating or facilitating the violation of applicable economic and trade sanctions and export control laws and regulations, such as those administered and enforced by the U.S. Department of the Treasury’s OFAC, the U.S. Department of State, the U.S. Department of Commerce, the UN Security Council, and other relevant authorities. Such laws and regulations prohibit or restrict certain operations, investments, services, and sales activities, including dealings with certain countries or territories (e.g., sanctioned countries), and governments, and persons (including sanctioned entities). Although we do not enter into contracts or agreements with sanctioned entities or persons located in sanctioned countries, we may not be able to entirely prevent such persons from seeking to interact with the Tokens, including by circumventing our controls. Abuses and failures or alleged failures to comply with such laws and regulations may expose us and Token holders to reputational harm as well as significant penalties, including criminal fines, imprisonment, civil fines, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures, and could negatively impact the and utilization of the Services and sentiment around Tokens.