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$NECTAR Token Terms and Conditions

Offered by Futarchy Governance SPC, acting for and on account of HiveBits S.P.

Effective from: 3 September 2026. These Terms apply to Contributions made on or after this date.

Governed by the laws of the Cayman Islands

1. Preamble and Acceptance

1.1. How these Terms become binding on you. These Terms and Conditions (the "Terms") become binding on you only upon your unambiguous acceptance of them. Acceptance is effected by ticking the checkbox "I have read and agree to the $NECTAR Token Terms and Conditions" presented to you on the Launchpad and by signing the corresponding acceptance message with your Solana wallet, in each case before you submit any Contribution. Your acceptance is recorded together with your wallet address and a timestamp. By ticking that checkbox and signing that message, you confirm that you have read these Terms in full, understood them, had a reasonable opportunity to consider them and, where appropriate, to take independent legal, tax or other professional advice on them, and that you intend to be legally bound by them.

1.2. Secondary acceptance by conduct. Without prejudice to the foregoing, and as a secondary and cumulative mechanism only, your submission of any Contribution, your receipt or claiming of any Token, your participation in the Futarchy Process and any other use of the Launchpad shall each constitute further confirmation of your acceptance of these Terms and of the Privacy Notice.

1.3. Onerous and unusual provisions. Your express attention is drawn to the following provisions, each of which the Offeror considers material to your decision to accept these Terms: (a) Article 6, which defines what the Token is and, in particular, what it is not, including that it confers no revenue share, no distribution entitlement and no claim on the farm or on any of its assets; (b) Article 7, under which every decision about the Treasury, including whether any buyback or distribution ever occurs, is taken through the Futarchy Process and nothing is promised or scheduled; (c) Article 8, which discloses that the beekeeping operation is conducted in Bosnia and Herzegovina and that the Offeror does not hold legal title to the hives, the land or the equipment; (d) Article 5, under which Contributions are irrevocable except as expressly provided; (e) Article 9, which discloses the team allocation and the related party matters; (f) Article 10 and Schedule 1, under which US Persons and other Restricted Persons are excluded from the Offer; (g) Article 11, under which you may lose any statutory right of withdrawal; (h) Article 14, the risk disclosure, including the risk of losing your entire Contribution; (i) Article 17, which limits the liability of the Offeror; and (j) Article 21, which contains the governing law, arbitration and class action waiver provisions.

1.4. If you do not accept. If you do not agree with, do not understand, or are unable to comply with any part of these Terms, you must not tick the acceptance checkbox, must not sign the acceptance message and must not submit any Contribution. These Terms bind both legal and natural persons.

2. The Offeror, the Structure and Regulatory Status

2.1. The offer of the Tokens described in these Terms (the "Offer") is made by Futarchy Governance SPC, an exempted segregated portfolio company incorporated with limited liability in the Cayman Islands, acting for and on account of HiveBits S.P., a segregated portfolio of Futarchy Governance SPC (the "Portfolio"), with registered office at [TO CONFIRM: registered office of Futarchy Governance SPC as stated in the MetaLeX formation documents] (the "Offeror", "we", "us" or "our"). The Offeror operates the HiveBits brand and the website accessible at hivebits.io (the "Website"). The Offer is conducted through the permissionless launchpad interface operated by MetaDAO and accessible at www.futard.io (the "Launchpad"), which is a third party platform and is not operated or controlled by the Offeror.

2.2. Limited recourse and segregation. The Offeror enters into these Terms, and conducts the Offer, for and on account of the Portfolio pursuant to section 219 of the Companies Act (As Revised) of the Cayman Islands. The obligations and liabilities of the Offeror under these Terms are obligations and liabilities of Futarchy Governance SPC in respect of which recourse is limited, in accordance with Part XIV of the Companies Act (As Revised), to the assets of Futarchy Governance SPC attributable to the Portfolio. No person shall have recourse in respect of them to the assets attributable to any other segregated portfolio of Futarchy Governance SPC or, except as provided by the Companies Act (As Revised), to its general assets.

2.3. The operating business. The beekeeping operation described in the Offer materials is conducted in Bosnia and Herzegovina, with research and development activity in the Fruska Gora national park in Serbia, by the founders of the HiveBits project and by the local arrangements they put in place. As at the Effective Date, the Portfolio does not hold legal title to any hive, colony, item of hardware, land or other physical asset of that operation, and no such title is transferred to you or to any Token Holder under these Terms. Any arrangement between the Portfolio and the operating business is a matter for the Futarchy Process and is disclosed in Article 8. Your attention is drawn to Articles 8.2 and 14.7.

2.4. Regulatory status. The Offeror is not authorised, licensed or supervised by the Cayman Islands Monetary Authority or by any other financial services regulator in any jurisdiction. The Offeror is not registered as a virtual asset service provider under the Virtual Asset (Service Providers) Act (As Revised) of the Cayman Islands. The Launchpad serves only primary distributions of tokens, settles exclusively in USDC and holds Contributions exclusively through the programmatic contracts described in Article 5. Nothing in these Terms constitutes a representation that any activity of the Offeror is authorised, regulated, endorsed or approved by any regulator. The Offer does not constitute an invitation to the public in the Cayman Islands to subscribe for any security of the Offeror.

2.5. No white paper. The Offer is made in reliance on the exemption in Article 4(2)(b) of Regulation (EU) 2023/1114 on markets in crypto-assets ("MiCA"), the total consideration of the Offer in the Union over twelve months not exceeding EUR 1,000,000. Accordingly, no crypto-asset white paper has been drawn up, notified to or published for the purposes of this Offer, and no competent authority has reviewed or approved these Terms or any other Offer material. These Terms are a contractual document and are not a crypto-asset white paper, a prospectus or an offering memorandum reviewed by any authority.

3. Definitions

3.1. In these Terms, the following terms have the following meanings.

3.2. "Contribution" means a transfer of USDC by a Contributor to the ICO Contract in subscription for Tokens under the Offer, and "Contributor" means the person making that transfer through the wallet from which it is made.

3.3. "Distribution" means the delivery of Tokens to the wallets of Contributors following the close of the Offer in accordance with Article 5.

3.4. "Futarchy Process" means the decision-making process of the Portfolio conducted through conditional markets on the HiveBits page of the MetaDAO platform, in which holders of the Token participate, as provided in the constitutional and governance documents of the Offeror and the Portfolio.

3.5. "ICO Contract" means the smart contracts deployed on Solana for the purposes of the Offer, which receive and hold Contributions, determine the final price, effect the Distribution and refund Contributions in the circumstances described in Article 5.

3.6. "Minimum Target" means the minimum aggregate amount of Contributions stated in Article 4.1, below which the Offer does not complete and all Contributions are refunded.

3.7. "Offer Period" means the period described in Article 4.3 during which Contributions may be made.

3.8. "Offered Tokens" means the Tokens offered to Contributors under the Offer, as stated in Article 4.1.

3.9. "Operator" means the SegCo Operator of the Portfolio from time to time under the constitutional and governance documents of the Offeror and the Portfolio. As at the Effective Date the Operator is Nemanja Scepanovic.

3.10. "Performance Package" means the Tokens allocated to the founding team on the price-based vesting terms described in Article 4.4.

3.11. "Privacy Notice" means the privacy notice published on the Website at hivebits.io/privacy.

3.12. "Protocol Owned Liquidity" means the USDC and Tokens deployed into on-chain liquidity pools at the close of the Offer as described in Article 4.5.

3.13. "Restricted Jurisdiction" means each jurisdiction listed or described in Schedule 1, and "Restricted Person" means any person described in paragraph 2 of Schedule 1, including every US Person.

3.14. "Solana" means the public, permissionless proof-of-stake distributed ledger commonly known as Solana, and "SPL" means the Solana Program Library token standard.

3.15. "Token" or "$NECTAR" means the fungible Solana SPL token named HiveBits Governance Token with ticker NECTAR and mint address [TO CONFIRM: mint address], and "Token Holder" or "holder of record" means the person controlling the wallet in which Tokens are held from time to time.

3.16. "Treasury" means the assets of the Portfolio held on-chain and controlled exclusively through the Futarchy Process.

3.17. "USDC" means the US dollar stablecoin issued by Circle Internet Financial or its regulated successor, in its SPL form on Solana.

3.18. "US Person" means: (a) any natural person resident in, or citizen of, the United States; (b) any partnership, corporation, limited liability company or other entity organised or incorporated under the laws of the United States; (c) any estate of which any executor or administrator is a US Person; (d) any trust of which any trustee is a US Person; (e) any agency or branch of a foreign entity located in the United States; (f) any non-discretionary account or similar account held by a dealer or other fiduciary for the benefit or account of a US Person; (g) any discretionary account or similar account held by a dealer or other fiduciary organised, incorporated or, if a natural person, resident in the United States; (h) any partnership, corporation or other entity organised under foreign law but formed by a US Person principally for the purpose of participating in the Offer; and (i) any person physically present in the United States at the time of any Contribution or acceptance of these Terms. "United States" means the United States of America, each of its states, the District of Columbia and each of its territories and possessions.

3.19. In these Terms: (a) the singular includes the plural and vice versa; (b) references to "including" and "in particular" are illustrative and non-exhaustive; (c) references to writing include email; (d) headings are for convenience only and do not affect interpretation; and (e) references to amounts in US Dollars include their equivalent in USDC on a one-to-one basis.

4. The Token and the Offer Parameters

4.1. The parameters of the Offer are as follows.

  • Token name and ticker: HiveBits Governance Token, NECTAR
  • Standard: fungible Solana SPL token
  • Mint address: [TO CONFIRM: mint address, to be published on the Website at Distribution]
  • Total supply: 12,900,000 Tokens, fixed
  • Offered under this Offer: 10,000,000 Tokens, being 77.5% of total supply, distributed pro rata to Contributors and not subject to any lockup
  • Futarchy AMM allocation: 2,000,000 Tokens, being 15.5% of total supply, deployed together with USD 28,000 of the amount raised as described in Article 4.5
  • Meteora liquidity allocation: 900,000 Tokens, being 7.0% of total supply, deployed at USD 0.014 per Token as described in Article 4.5
  • Team allocation (Performance Package): 1 Token, being a nominal allocation. The founding team receives no material token allocation under this Offer
  • Raise goal: USD 140,000
  • Price: determined at the close of the Offer as the total amount raised divided by the 10,000,000 Offered Tokens, payable exclusively in USDC. At the raise goal that is USD 0.014 per Token, an implied fully diluted valuation of approximately USD 181,000
  • Payment asset: USDC on Solana only
  • Offer opens: [TO CONFIRM: date and time, UTC]
  • Offer closes: 14 September 2026 at 04:00 (UTC)
  • Minimum and cap: [TO CONFIRM: whether the raise goal is also the minimum below which all Contributions are refunded, and whether Contributions above it are accepted or scaled pro rata]
  • Use of proceeds: 20% of the USDC raised is deployed into on-chain liquidity at close as described in Article 4.5, and the balance is credited to the Treasury and may be spent only as approved through the Futarchy Process, save for the monthly allowance in Article 7.4
  • Monthly team spending limit: USD 10,000

4.2. Programmatic issuance and fixed supply. The Token is minted programmatically through the launchpad smart contracts on Solana. Upon Distribution, the mint authority and the freeze authority of the Token are revoked and the token metadata is rendered immutable, fixing the total supply, removing any ability to mint further Tokens or to freeze holder accounts, and locking the name, symbol and metadata reference. There is no inflation, burn or other supply adjustment mechanism.

4.3. Offer Period. Contributions may be made during the period stated in Article 4.1. The Offeror may cancel the Offer at any time before its close in accordance with Article 5.6.

4.4. Team allocation and vesting. The Performance Package allocated to the founding team under this Offer is nominal, being one (1) Token. The launchpad applies to it the standard vesting terms of the platform, namely a minimum eighteen month cliff followed by release in five tranches of 20% each, triggered by a three month time-weighted average price evaluation at successive multiples of the price determined at the close of the Offer, being 2x, 4x, 8x, 16x and 32x. Locked Tokens carry no governance rights and do not participate in the Futarchy Process until released. The founding team therefore holds no material allocation of the Token by virtue of this Offer. Nothing prevents the founders or persons connected with them from acquiring Tokens as Contributors on the same terms as any other Contributor, or on the open market, and Article 9.2 applies to any such acquisition.

4.5. Protocol Owned Liquidity. At the close of the Offer, 20% of the USDC raised, being approximately USD 28,000 at the raise goal, is deployed together with 2,000,000 Tokens into the futarchy automated market maker, and a further 900,000 Tokens are placed in a single-sided pool on Meteora. Both positions are owned by the Portfolio and controlled through the Futarchy Process. That liquidity exists to provide a market in the Token and is controlled through the Futarchy Process. It is not a price floor, a redemption facility, a buyback commitment or any form of assurance as to the value of the Token, and the Offeror gives no undertaking to maintain, replenish or defend it.

4.6. Free transferability. The Token is freely transferable on Solana. No transfer restriction, allowlist or off-chain register applies to the Token. The exclusions in Article 10 operate at the level of the primary Offer and as contractual representations, not as on-chain transfer restrictions.

5. Subscription, Escrow, Settlement and Refunds

5.1. Subscription steps. To subscribe, you must: (a) access the Launchpad from a jurisdiction that is not a Restricted Jurisdiction; (b) complete the eligibility self-certification described in Article 10; (c) accept these Terms by checkbox and wallet signature as described in Article 1; and (d) transfer USDC to the ICO Contract in the amount of your subscription. Any minimum or maximum individual subscription amounts are those displayed on the Launchpad.

5.2. Programmatic escrow. All Contributions are received and held exclusively by the ICO Contract. During the Offer Period, no person, including the Offeror, the Operator and the founders, is able to access, transfer or otherwise deal with the Contributions held by the ICO Contract. The ICO Contract releases the Contributions only on the close of the Offer and refunds them in the circumstances described in this Article 5.

5.3. Minimum Target and Cap. If aggregate Contributions do not reach the Minimum Target by the close of the Offer Period, the Offer does not complete, no Tokens are distributed and every Contribution is made available for return in full to the wallet from which it was made. Where the Offer is subject to a cap and Contributions exceed it, subscriptions are scaled and the excess is returned to the contributing wallets as provided by the Launchpad mechanics stated in Article 4.1.

5.4. Price determination. The price per Token is not fixed in advance. It is determined at the close of the Offer as the total amount of accepted Contributions divided by the number of Offered Tokens, so that every Contributor receives Tokens pro rata to their Contribution at the same price. You will not know the final price, or the number of Tokens you will receive, at the time you contribute.

5.5. Irrevocability. Save as provided in Articles 5.3, 5.6 and 11, and save for any right that cannot lawfully be excluded, a Contribution, once made, is irrevocable and may not be withdrawn or recalled by the Contributor.

5.6. Cancellation. The Offeror may cancel the Offer at any time prior to its close, including where required to comply with applicable law or a condition of its legal advice. Upon cancellation, Article 5.3 applies as if the Minimum Target had not been reached.

5.7. Distribution. Following the close of the Offer, Tokens are distributed to the contributing wallets. Tokens are delivered only to the wallet from which the corresponding Contribution was made.

5.8. Application of proceeds. On the close of the Offer, the portion of the USDC raised stated in Article 4.1 is deployed into Protocol Owned Liquidity, and the balance is credited to the Treasury. The Treasury cannot be spent by the founders, by the Operator or by any other person at their discretion. Every payment out of the Treasury, including the build of the farm, requires a proposal approved through the Futarchy Process, save for the fixed monthly allowance described in Article 7.4. The intended use of the Treasury is described in the launch materials published on the Launchpad and on the Website, and is a statement of present intention only, not a covenant in favour of Token Holders.

5.9. Network fees. You bear all Solana network transaction fees and priority fees associated with your Contribution, any refund and any other on-chain interaction. Such fees are paid to the Solana network and not to the Offeror. The Offeror charges no subscription fee.

5.10. Refund mechanics. All refunds are made in USDC to the wallet from which the relevant Contribution was made. You are solely responsible for maintaining access to and control of that wallet. The Offeror is not responsible for any loss arising from your loss of access to your wallet or its credentials. No interest or compensation accrues on refunded Contributions.

6. Nature of the Token: What It Is and What It Is Not

6.1. What the Token is. The Token is a governance token. The sole right attached to it is the right to participate in the Futarchy Process in respect of the Portfolio and its Treasury, in the manner and subject to the limits described in Article 7. That right is exercised by trading conditional outcome tokens on proposal markets, and it is a right to participate in a process, not a right to any outcome of that process.

6.2. What the Token is not. The Token: (a) is not a share, equity interest, membership interest or other ownership interest in the Offeror, the Portfolio, any operating company or any other person, and confers no dividend, distribution or liquidation entitlement; (b) confers no repayment claim, no interest, no maturity, no principal protection and no right to any minimum value; (c) carries no redemption or repurchase right, and no buyback, redemption, lending, borrowing, collateral or yield facility is established, promised or funded by the Offeror or any of its affiliates in respect of the Token; (d) confers no revenue share, profit share, staking reward or other periodic payment of any kind, and no part of the revenue of the beekeeping operation is owed or promised to Token Holders; (e) confers no legal or beneficial interest in, and no right to possession of, physical access to or use of, any hive, colony, item of hardware, land or other physical asset, and no right to any honey or other bee product; (f) is not electronic money, does not reference any official currency and has no stabilisation, reserve or redemption mechanism of any kind; (g) is not a utility token and provides no access to any good or service; and (h) is not legal tender, a deposit or a bank product, and is not covered by any deposit guarantee, investor compensation or similar protection scheme in any jurisdiction.

6.3. No promised distributions and no promised buybacks. Whether any revenue reaches the Treasury, and whether the Treasury ever distributes anything, buys back any Token or does anything else with its assets, is decided proposal by proposal through the Futarchy Process. No distribution, buyback, dividend, yield or return of any kind is promised, scheduled or assured, and none may ever occur. Any statement in the Offer materials that revenue may flow to the Treasury describes an intention and a mechanism, not an entitlement.

6.4. Ownership language. Marketing and descriptive materials, including materials published on the Website, may describe the Token in terms of owning a piece of the farm, backing a real asset or similar. Any such description refers exclusively to the governance participation described in Article 6.1, and to nothing more. It does not describe, and must not be read as, ownership of the farm, of any hive or of any revenue arising from them. In the event of any inconsistency between such materials and these Terms, these Terms prevail.

6.5. Projections. Any figure describing the expected output, revenue, margin or earnings of the farm, including per-hive averages and annual projections, is an estimate for an average season prepared by the founders. It is not audited, not verified by any third party, not a forecast on which you may rely and not a promise of any result. Actual outcomes may be materially lower, including zero.

6.6. Defensive classification. The Offeror's assessment is that the Token is a crypto-asset other than an asset-referenced token or e-money token within the meaning of MiCA, and that it is not a financial instrument within the meaning of Directive 2014/65/EU. This assessment is not binding on any authority, court or trading venue, and no assurance is given as to the treatment of the Token under the laws of any other jurisdiction. The Offeror makes no representation that the Token will be admitted to, or remain admitted to, trading on any venue, is under no obligation to seek any such admission, and is under no obligation to support any market in the Token.

7. Governance Through Futarchy

7.1. How decisions are made. The Portfolio is governed through the Futarchy Process on the MetaDAO platform. Proposals are decided by conditional markets rather than by a vote of holders in the conventional sense: participants trade outcome tokens, and a proposal passes if the market prices the outcome of passing above the outcome of not passing. Participation is permissionless and open to any Token Holder, and requires you to trade in those markets, which involves risk of loss independent of the value of the Token.

7.2. No administrative control. There is no multisig, council, guardian, pause authority, upgrade authority or other centralised administrative role over the Treasury. Neither the founders nor the Operator can move Treasury assets other than through an approved proposal or the allowance in Article 7.4.

7.3. Locked Tokens. Tokens subject to the vesting described in Article 4.4 carry no governance rights and do not participate in the Futarchy Process until released.

7.4. Team allowance. The founding team may spend up to USD 10,000 per month from the Treasury without a separate proposal. Any expenditure beyond that allowance requires a proposal approved through the Futarchy Process. The allowance may itself be changed through the Futarchy Process.

7.5. No obligation to act. No person is under any obligation to propose, approve or effect any distribution, buyback, reinvestment, expansion or dissolution at any time. The Treasury may be held, spent, reinvested or left idle as the Futarchy Process determines, and the interests of the participants in that process may diverge from yours.

7.6. Dissolution. Any dissolution or winding up of the Portfolio requires a proposal approved through the Futarchy Process, following which the legal wrapper may be wound up as directed by that governance.

7.7. Legality override. The Operator and the directors of Futarchy Governance SPC are not obliged to implement, and will not implement, any determination or instruction that they determine in good faith, after consulting reputable legal counsel, would violate applicable law, breach the transaction documents or expose the Offeror or the Portfolio to material legal risk.

8. The Farm, the Operation and Information

8.1. The operation. The Offer materials describe a beekeeping operation of the size stated in Schedule 2, to be built and run in Bosnia and Herzegovina, with research and development in the Fruska Gora national park in Serbia. The colonies, the hardware and the field setup are to be acquired and installed after the close of the Offer, following approval of the corresponding proposal through the Futarchy Process. As at the Effective Date the farm described in the Offer materials has not yet been built.

8.2. Structure of the operation. [TO REVIEW WITH COUNSEL, AND CONFIRM BEFORE PUBLICATION] The Portfolio does not hold legal title to the hives, colonies, hardware, land or other physical assets of the operation, and no security interest, trust or other proprietary right over them is granted to the Portfolio or to Token Holders. The operation is conducted by the founders and by the local arrangements they put in place, and the connection between the Treasury and the physical operation rests on the performance by the founders of their stated undertakings and on the Futarchy Process, not on a proprietary claim. You should not contribute unless you have understood and accepted this.

8.3. Information. The Offeror intends to procure the continued publication of: (a) live hive telemetry on the public dashboard linked from the Website; and (b) a public dashboard reporting what the farm earns, which is in development as at the Effective Date and is not yet available. These are undertakings of present intention, are not audited, and are not covenants in favour of Token Holders.

8.4. Historic figures. Any figure describing revenue earned by the founders from their hives before the Offer, including the figure of approximately USD 200,000 over the last five seasons, is self-reported by the founders, relates to the pre-existing operation and not to the Portfolio, has not been audited or reviewed by any third party, and is not an indication of any future result.

8.5. No obligation to report. The Offeror is under no obligation to prepare, publish or procure audited financial statements in respect of the Portfolio or the operation, save to the extent required by applicable law or approved through the Futarchy Process.

9. Team Allocation, Related Parties and Conflicts of Interest

9.1. Team allocation. The Performance Package described in Article 4.4 is nominal, being one (1) Token, so the founding team takes no material allocation of the supply under this Offer. The team is compensated from the Treasury, through the monthly allowance in Article 7.4 and through any further amount approved by the Futarchy Process.

9.2. Related party contributions. [TO CONFIRM BEFORE PUBLICATION: keep, amend or delete this clause] The founders, persons connected with them and the HiveBits business may themselves contribute to the Offer, including by contributing on behalf of backers of an earlier node presale conducted by the HiveBits business, who receive Tokens pro rata on the same terms as every other Contributor with no separate allocation and no conversion mechanism. Such Contributions form part of the aggregate Contributions counted towards the Minimum Target and any cap.

9.3. Conflicts. The Operator, the founders and the persons who conduct the beekeeping operation are the same persons or are connected with each other. Conflicts of interest are managed through the Futarchy Process and through the disclosures in these Terms, and are not eliminated.

9.4. Brand and intellectual property. The HiveBits name, logo and trademarks are owned by the founding team and are licensed to the Portfolio for use in connection with the project, as further described in Article 18. That licence may be limited in time or scope in accordance with its terms, and the Token confers no right in respect of it.

10. Eligibility, US Person Exclusion and Restricted Persons

10.1. Capacity. By accepting these Terms you represent and warrant that you have attained the age of eighteen (18) years and the age of majority in your jurisdiction of residence, that you have full legal capacity to enter into a binding contract, and that, where you accept these Terms on behalf of a legal entity, that entity is duly organised and validly existing and you have full authority to bind it.

10.2. Absolute exclusion of US Persons and Restricted Persons. The Offer is not made to, and no Contribution will knowingly be accepted from, any US Person or any other Restricted Person, or any person located in, resident in, incorporated in or a national of any Restricted Jurisdiction.

10.3. Your representations. By accepting these Terms, and again upon each Contribution, you represent, warrant and undertake that: (a) you are not a US Person and are not acting for the account or benefit of any US Person; (b) you are not located in, resident in, incorporated in or a national of any Restricted Jurisdiction, and you were not physically present in any Restricted Jurisdiction when you accepted these Terms or made any Contribution; (c) you are not, and you are not owned or controlled by, and you are not acting on behalf of, any person that is designated on any sanctions list of the United Nations Security Council, the United States (including the OFAC Specially Designated Nationals and Blocked Persons List), the European Union, the United Kingdom, or the jurisdiction of your citizenship or residence; (d) the USDC you contribute is beneficially your own, is not derived from and does not represent the proceeds of any unlawful activity, and its contribution does not breach any anti-money laundering, counter-terrorist financing or sanctions law applicable to you; and (e) your participation in the Offer is lawful in your jurisdiction and does not require the Offeror to hold any licence, registration or authorisation it does not hold.

10.4. Continuing representations and consequences of breach. The representations in this Article are repeated on every use of the Launchpad and every Contribution. If any representation is or becomes untrue, the Offeror may reject or refund your Contribution where lawful and practicable, refuse you access to the Offer, and report the matter to competent authorities, and you shall indemnify the Offeror against all losses arising from the breach in accordance with Article 17. A person who contributes in breach of this Article acquires no rights against the Offeror under these Terms in respect of that Contribution, without prejudice to such mandatory rights as cannot lawfully be excluded.

10.5. Secondary transfers. The Token is freely transferable on-chain and the Offeror does not operate, control or supervise any secondary market. The exclusions in this Article concern the primary Offer. The Offeror gives no assurance that secondary trading of the Token is lawful or available in any jurisdiction, and persons in Restricted Jurisdictions should not acquire the Token in any manner.

11. Consumers and Withdrawal

11.1. Statutory rights. Nothing in these Terms excludes, restricts or adversely affects any right you have under applicable law that cannot lawfully be excluded or restricted. Where you act as a consumer and the mandatory consumer protection provisions of the law of your habitual residence grant you protections beyond these Terms, those protections remain unaffected to the extent they cannot be derogated from by agreement.

11.2. Withdrawal. The Offeror's assessment is that the statutory right of withdrawal under Article 13 of MiCA does not apply to this Offer, because the Offer is exempt under Article 4(2)(b) of MiCA, and that any right of withdrawal in respect of distance contracts does not apply, or is lost, on the following grounds: (a) the price of the Token depends on fluctuations in the crypto-asset markets that cannot be controlled by the Offeror and that may occur within any withdrawal period; and (b) in any event, by ticking the dedicated checkbox at subscription you expressly request and consent to the immediate performance of the contract, including the allocation of your subscription within the Offer and, on the close of the Offer, the Distribution of your Tokens, before the expiry of any withdrawal period, and you acknowledge that you thereby lose any right of withdrawal upon full performance. The refund protections in Article 5 apply independently of this Article.

12. Acknowledgements and Non-Reliance

12.1. By accepting these Terms, you acknowledge, represent and agree that:

  • you have the knowledge, experience and resources necessary to evaluate the Offer, the Token and the risks described in Article 14, you have conducted your own independent investigation and analysis, and you have taken such independent legal, tax, accounting and other professional advice as you consider appropriate;
  • no communication or information from the Offeror, the Operator, the founders or any of their representatives, whether on the Website, on the Launchpad, on social media or elsewhere, constitutes legal, tax, accounting, financial or other professional advice or a recommendation to acquire the Token, and no fiduciary, advisory, brokerage, agency or trust relationship exists between you and any of them;
  • no person has made, and you have not relied upon, any representation, warranty or statement regarding the future value, market price, liquidity, tradability or admission to trading of the Token, or regarding the future revenue, profitability or output of the beekeeping operation, and neither the Offeror nor any other person has promised you any profit, income, yield or return of any kind;
  • the Token may never produce any payment of any kind, its market value may fall to zero, and you may lose the entire amount of your Contribution;
  • you are solely responsible for your own compliance with the laws of your jurisdiction, including tax, foreign exchange and reporting obligations, in connection with your Contribution and your holding of the Token.

13. Tax

13.1. It is your sole responsibility to determine, report and remit any taxes applicable to your Contribution and to your holding, transfer or disposal of Tokens. The Offeror does not provide tax advice and is not responsible for your tax compliance.

13.2. The Offeror may report information concerning the Offer, Contributions and payments to competent authorities where required by applicable law, including under automatic exchange of information frameworks applicable to crypto-assets, and may withhold or deduct amounts at source where required by applicable law. Nothing in these Terms is a representation regarding the tax treatment of the Token or of any payment in any jurisdiction.

14. Risk Disclosure

14.1. Participation in the Offer and holding the Token involve significant risks. You should not contribute funds you cannot afford to lose. The risks include, without limitation, the following.

14.2. Total loss of Contribution. The market value of the Token may decline to zero. The Token carries no entitlement to any payment, and no payment of any kind is assured. You may lose the entire amount of your Contribution.

14.3. A pre-revenue period. The farm is to be built after the close of the Offer. On the timetable described in the Offer materials nothing is harvested and no revenue is produced until the season opening in 2027, and the Treasury funds the operation throughout that period. Any delay in building the farm, in obtaining colonies or hardware, or in the season itself extends that period.

14.4. Biological and weather risk. Beekeeping depends on the weather, on forage and on the health of living colonies. A cold spring, a dry summer, disease, pests, pesticide exposure, theft, vandalism or colony loss reduces or eliminates output in a given season. Losses of this kind are normal in the industry and are not covered by any assurance given here.

14.5. Estimates, not forecasts. Every operating figure in the Offer materials, including per-hive averages, annual revenue, margin and earnings, is an estimate for an average season prepared by the founders and is unaudited. Some seasons land materially below it.

14.6. Concentration. The operation is a single business, in a single sector, in a single region, run by a small team. There is no diversification of any kind.

14.7. Structural risk. Your Token is not a claim on the farm. The Portfolio does not hold title to the physical assets, Token Holders have no security interest over them, and the limited recourse and segregation principles described in Article 2.2 apply. If the relationship between the Portfolio and the operating business fails for any reason, Token Holders have no proprietary remedy against the hives, the land or the equipment.

14.8. Key person risk. The project depends on a small founding team, and in particular on the two founders, for both the beekeeping operation and the technology. The loss, incapacity, departure or non-performance of either of them would materially affect the project, and no succession arrangement is assured.

14.9. Nothing may ever be distributed. Even if the farm performs, the Futarchy Process may never approve any distribution or buyback. The Treasury may be reinvested indefinitely, held idle or spent in ways you consider unfavourable, and you have no ability to compel any outcome.

14.10. Governance risk. Futarchy is a novel, experimental, market-based governance mechanism operated on third party infrastructure that the Offeror does not control. It may be manipulated, may fail to reach efficient outcomes, may be captured by large holders, and may become unavailable. Participating in proposal markets exposes you to trading losses independent of the value of the Token.

14.11. Market and liquidity risk. No trading venue has committed to admit the Token. There may never be a liquid market for it, and any market price may bear no relationship to the value of the operation. Protocol Owned Liquidity is not a price floor and may be depleted, withdrawn or redeployed through governance. You may be unable to sell your Tokens at any price.

14.12. Supply and liquidity overhang. 22.5% of the total supply sits in the liquidity positions described in Article 4.5 rather than with Contributors. Those Tokens can enter the market as the pools are traded against, or as the Futarchy Process directs, which may depress the price. The supply is fixed and there is no burn or buyback mechanism that offsets this.

14.13. Technology risk. The Token, the ICO Contract, the launchpad contracts and the governance system depend on smart contracts and on the Solana network. Smart contracts may contain vulnerabilities, and blockchain networks may suffer congestion, outages, forks or attacks. On-chain transactions are irreversible. You alone control your wallet, and loss of your keys or credentials means loss of your Tokens and of any refund addressed to that wallet.

14.14. Legal and regulatory risk. The regulatory treatment of crypto-assets is evolving in every jurisdiction. Authorities or courts may take a different view of the classification of the Token than the assessment in Article 6.6, which could restrict its transferability, marketing or trading, require licensing, registration or remediation, or otherwise adversely affect the Token or the structure. Tax laws may change. The beekeeping operation is subject to the agricultural, food safety, veterinary, environmental, employment and tax law of the jurisdictions where it is conducted, and to permits that may be refused, revoked or changed.

14.15. Impersonation and ticker risk. Token symbols on Solana are not unique. Fraudulent tokens, websites and social media accounts may imitate the project. Always verify the mint address stated in Article 4.1 against the Website before acquiring any token.

14.16. The foregoing is not an exhaustive statement of risks. Further risks are described elsewhere in these Terms.

15. Acknowledgement of the Decentralised and Permissionless Nature

15.1. Non-custodial. The Offeror does not at any point take custody, possession or control of your wallet, your private keys or your Tokens. You are solely responsible for the security of your wallet and credentials. Any transaction executed through your wallet is deemed authorised by you.

15.2. Finality. Transactions on Solana are final and irreversible. The Offeror cannot reverse, cancel or recover any transfer made to an incorrect address or otherwise in error.

15.3. Network events. The Offeror has no control over the Solana network and assumes no responsibility for network congestion, outages, forks, protocol changes or the conduct of validators. In the event of a fork or comparable network event, the Offeror will determine in good faith, and announce on the Website, which chain and which token instance it recognises for the purposes of these Terms.

15.4. Third party platforms. The Launchpad, the MetaDAO governance infrastructure, any decentralised exchange, bridge, lending market or other application in which the Token is used, and any wallet software, are third party services. The Offeror does not operate, control, audit, endorse or supervise them, and your use of them is at your exclusive risk.

15.5. Impersonation. Official communications are made only through the Website and the official channels listed on it. The Offeror is not liable for the acts of impersonators, fraudulent websites or unofficial channels.

16. Prohibited Conduct and Enforcement

16.1. You shall not: (a) access or attempt to access the Offer from a Restricted Jurisdiction or as a Restricted Person, or assist any Restricted Person in doing so; (b) circumvent or attempt to circumvent any technical, contractual or procedural control of the Offer; (c) provide false, misleading or incomplete information in any certification or communication; (d) interfere with, exploit, manipulate or disrupt the Launchpad, the ICO Contract, the governance markets, the Website or any related infrastructure, or introduce any malicious code; (e) use the Offer or the Token in connection with any unlawful activity, including money laundering, terrorist financing, fraud, market manipulation or sanctions evasion; or (f) infringe the intellectual property rights of the Offeror, the founders or any third party.

16.2. In the event of any breach of these Terms, the Offeror may, without prejudice to any other right or remedy: reject or refund Contributions where lawful and practicable; suspend or terminate your access to the Website; report the matter to competent regulatory or law enforcement authorities; and claim damages and any other relief available at law. For the purposes of identifying a person in breach, the Offeror may rely on wallet addresses, Internet Protocol addresses, device identifiers, certification records and any other technical or transactional data lawfully available to it.

17. Disclaimers, Limitation of Liability and Indemnity

17.1. As is. The Website and any interface, dashboard or data feed published by the Offeror are provided on an "as is" and "as available" basis, without warranty of any kind, express, implied or statutory, including any warranty of availability, accuracy, completeness, merchantability, fitness for a particular purpose or non-infringement, save as expressly stated in these Terms. Telemetry and dashboard data are provided for information only, may be delayed, incomplete or inaccurate, and must not be relied upon for any decision.

17.2. Excluded matters. To the fullest extent permitted by applicable law, the Offeror, the Operator and their respective directors, officers, members, service providers and representatives shall not be liable for: (a) any loss arising from the performance, non-performance or failure of the Solana network, any smart contract, the Launchpad, the governance infrastructure, any wallet or any third party service; (b) any loss arising from your errors, your loss of keys or credentials, or unauthorised access to your wallet; (c) any change in the market value of the Token, or the absence of any market; (d) any outcome of the Futarchy Process, including any proposal passed or rejected; (e) any loss of colonies, output or revenue in the beekeeping operation; (f) any regulatory, tax or enforcement action affecting you; and (g) any indirect, incidental, special, consequential, exemplary or punitive damages, or any loss of profit, opportunity, goodwill or data, in each case however arising.

17.3. Cap. Without prejudice to any liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, the total aggregate liability of the Offeror to you arising out of or in connection with these Terms and the Offer, whether in contract, tort, breach of statutory duty or otherwise, shall not exceed: (a) if you are a Contributor, the amount of your Contribution actually received by the ICO Contract; and (b) in any other case, USD 100.

17.4. Consumer savings. If you are a consumer, nothing in this Article limits or excludes any liability of the Offeror that cannot lawfully be limited or excluded under the mandatory consumer protection law applicable to you, and the limitations in this Article apply only to the extent so permitted.

17.5. Indemnity. To the extent permitted by applicable law, you shall indemnify and hold harmless the Offeror, the Operator and their respective directors, officers, members, service providers and representatives from any claim, liability, loss or expense, including reasonable legal fees, arising out of or related to your breach of these Terms, your misrepresentation under Article 10, your violation of applicable law, or any third party claim relating to your participation in the Offer or your dealing in the Token.

18. Intellectual Property

18.1. The HiveBits name, logo and trademarks are owned by the founding team and are licensed to the Portfolio for use in connection with the project. All other intellectual property rights in and to the Website, its code, design and content, and all related materials, are vested in the Offeror for and on account of the Portfolio, or in their respective owners. No ownership right in any of the foregoing is transferred to you under these Terms, and the Token confers no licence, right or interest in any of them.

18.2. Subject to your compliance with these Terms, you are granted a limited, revocable, non-exclusive, non-transferable licence to access and use the Website for the purposes contemplated by these Terms. You shall not copy, modify, reverse-engineer, scrape, distribute or otherwise exploit any part of the Website except as expressly permitted by these Terms or by applicable mandatory law.

19. Data Protection

19.1. In connection with the Offer, the Offeror may process personal data including wallet addresses, transaction records, Internet Protocol addresses, approximate location data derived from them, device and browser data, self-certification records, acceptance records and, where you provide them, email addresses and other contact details. This data is processed for the purposes of conducting the Offer, enforcing the eligibility and exclusion controls described in Article 10, maintaining the subscription records required for regulatory purposes, including the records supporting the exemption described in Article 2.5, complying with anti-money laundering, counter-terrorist financing and sanctions obligations, communicating with you, and establishing, exercising and defending legal claims.

19.2. Personal data may be disclosed to service providers acting on the Offeror's behalf, including hosting, security and blockchain infrastructure providers, to the operator of the Launchpad, and to competent authorities where required by applicable law. When you connect a wallet to the Launchpad or otherwise interact with Solana through it, your Internet Protocol address and the wallet addresses you query are technically processed by the remote procedure call infrastructure through which that connection is made.

19.3. Activity on Solana, including your Contribution, your Token holdings and your participation in governance markets, is recorded on a public blockchain, is visible to anyone and cannot be erased, corrected or restricted by the Offeror.

19.4. The processing is described in further detail in the Privacy Notice. The Offeror processes personal data in accordance with the Data Protection Act (As Revised) of the Cayman Islands and, to the extent applicable to data subjects in the European Union or European Economic Area, Regulation (EU) 2016/679.

20. General Provisions

20.1. No class action. To the extent permitted by applicable law, you and the Offeror agree that any dispute shall be resolved on an individual basis only, and that no dispute shall be brought, heard or arbitrated as a class, collective, representative or private attorney-general proceeding. This paragraph does not apply to you to the extent such a waiver is not permitted by the mandatory law applicable to you.

20.2. Entire agreement. These Terms, together with the Privacy Notice and the launch disclosures published on the Launchpad, constitute the entire agreement between you and the Offeror in respect of the Offer and supersede all prior communications, including any statement in any pitch, deck, dashboard, social media post or other marketing material.

20.3. Amendments. The version of these Terms you accept at subscription governs your Contribution and may not be amended to your detriment in respect of it. The Offeror may amend these Terms for the future by publishing the amended version on the Website.

20.4. Severability. If any provision of these Terms is held invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, or severed if no such modification is possible, and the remainder of these Terms shall continue in full force.

20.5. No waiver. No failure or delay by the Offeror in exercising any right shall operate as a waiver of it.

20.6. Assignment. You may not assign your contractual position under these Terms without the Offeror's prior written consent. This restriction does not affect the free transferability of the Token. The Offeror may assign or transfer its rights and obligations under these Terms to any successor.

20.7. Third party rights. The persons indemnified or exculpated under Article 17 may enforce the provisions of these Terms conferring rights or protections on them, in accordance with the Contracts (Rights of Third Parties) Act, 2014 of the Cayman Islands. Save as aforesaid, a person who is not a party to these Terms has no right under that Act to enforce any of these Terms.

20.8. Force majeure. The Offeror is not liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, adverse weather, disease affecting bee colonies, war, terrorism, cyber incidents, acts or restrictions of authorities, failures of hosting or communications infrastructure and disruption or failure of the Solana network, provided that the refund protections in Article 5 continue to apply to the extent performance remains possible.

20.9. Notices. Notices to you may be given by publication on the Website or the official channels listed on it. Notices to the Offeror shall be sent to the contact address in Article 22.

20.10. Survival. Articles 2.2, 6, 9, 10.4, 11 to 21 and this Article survive the completion, lapse or cancellation of the Offer.

20.11. Language. These Terms are made in the English language. Any translation is for convenience only, and the English version prevails.

21. Governing Law and Dispute Resolution

21.1. Governing law. These Terms, and any non-contractual obligation arising out of or in connection with them, are governed by and construed in accordance with the laws of the Cayman Islands.

21.2. Amicable resolution. The parties shall first use reasonable endeavours to resolve any dispute amicably. If a dispute is not resolved within thirty (30) days of written notice of it, Article 21.3 applies.

21.3. Arbitration. Any dispute, controversy or claim arising out of or in connection with these Terms, including any question regarding their existence, validity, interpretation, breach or termination, shall be finally resolved by confidential, binding arbitration administered by the Cayman International Mediation and Arbitration Centre Ltd under the CI-MAC Arbitration Rules 2023, seated in George Town, Grand Cayman, in the English language, before a sole arbitrator, in accordance with the Arbitration Act, 2012 of the Cayman Islands.

21.4. Non-derogable jurisdiction. Nothing in Article 21.3 excludes the non-derogable jurisdiction of the Grand Court of the Cayman Islands, including any relief that only that court may grant.

21.5. Consumer savings. If you are a consumer, nothing in this Article deprives you of the protection of provisions that cannot be derogated from by agreement under the law of your habitual residence, or of any mandatory right to bring or defend proceedings before the courts of your place of residence. If a court of competent jurisdiction holds the arbitration agreement in Article 21.3 unenforceable against you as a consumer, the relevant dispute shall instead be subject to the non-exclusive jurisdiction of the courts of the Cayman Islands.

22. Contact

22.1. For questions or complaints regarding these Terms or the Offer, you may contact the Offeror at [email protected] or through the contact channels published on the Website. The Offeror will acknowledge complaints within a reasonable period and endeavour to resolve them promptly.

Schedule 1. Restricted Jurisdictions and Restricted Persons

  1. The following are Restricted Jurisdictions:

1.1. the United States of America, including each of its states, the District of Columbia and each of its territories and possessions;

1.2. any jurisdiction or territory that is at the relevant time the subject of comprehensive sanctions imposed by the United Nations Security Council, the United States, the European Union, the United Kingdom or the Cayman Islands, including, as at the Effective Date, Iran, North Korea, Syria, Cuba, the Crimea region and the so-called Donetsk and Luhansk People's Republics; and

1.3. any further jurisdiction designated as a Restricted Jurisdiction by the Offeror from time to time by notice on the Website.

  1. The following are Restricted Persons:

2.1. every US Person;

2.2. every person located in, resident in, established in, incorporated in or a national of a Restricted Jurisdiction;

2.3. every person designated on any sanctions list referred to in Article 10.3(c), and every person owned or controlled by, or acting on behalf of, such a designated person; and

2.4. every person acting for the account or benefit of any of the foregoing.

  1. The technical access restrictions of the Launchpad may not identify every Restricted Person, including persons using virtual private networks or similar tools in breach of these Terms. The contractual exclusions and representations in Article 10 apply regardless of whether a technical restriction operated in any individual case.

Schedule 2. The Operation

Planned build: a farm of 300 producing honey bee colonies, each fitted with HiveBits sensor hardware reporting temperature, humidity, weight and activity. Location: Bosnia and Herzegovina, at the apiary sites operated by the founding team. Research and development: Fruska Gora national park, Serbia. Products: honey, bee bread, pollen, propolis and wax, with swarms and queens as secondary output. Build timetable: colonies and hardware acquired and installed following the close of the Offer, farm operational for the season opening in 2027, first harvest expected between May and August 2027. This Schedule describes the plan presented in the Offer materials. It is not a covenant that the farm will be built to this specification, in this location or to this timetable, and every element of it is subject to approval through the Futarchy Process and to the risks described in Article 14.