Token Purchase Agreement

IMPORTANT INFORMATION: PLEASE READ THE BELOW TOKEN PURCHASE AGREEMENT VERY CAREFULLY.

This Token Purchase Agreement (the “Agreement”) will be entered into by and between Dohrnii Foundation(or “Foundation”), a foundation duly registered and existing under the laws of Switzerland, which will mean and include all its successors and permitted assigns (hereinafter referred to as “Dohrnii”, or “We”) and you (hereinafter referred to as the “Purchaser”, “Participant” or “You”).

Whereas, Dohrnii and Purchaser (hereinafter referred to individually as a “Party” and collectively, as the “Parties”) desire to enter into a relationship in which the Purchaser buys, and Dohrnii will provide the Dohrnii tokens (“DHN”) in the Dohrnii token sale (the “Token Sale”), to be used on the Dohrnii platform in exchange for consideration which has been fixed as published by Dohrnii on its websitehttps://dohrnii.io/ (the “Website”).

The Participants will be contributing to Dohrnii to help in its development of the software for the Dohrnii Platform, but such contribution will not provide any Participant with any asset, bond, security, derivative or any other financial instrument in Dohrnii.

BY USING THE WEBSITE OR ANY MATERIAL PROVIDED AND/OR PURCHASING DHN, YOU AGREE TO THE FOLLOWING TERMS IN THEIR ENTIRETY. IT IS UNDERSTOOD AND PRESUMED THAT THE RESPECTIVE PARTICIPANT HAS FULLY READ, UNDERSTOOD, AND ACCEPTED THESE TERMS. IF ANY PARTICIPANT DOES NOT AGREE WITH THESE TERMS IN GENERAL OR ANY PART OF IT, ONE SHOULD COMPLETELY DISCONTINUE FROM USING THE WEBSITE AND/OR PURCHASING DHN. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, PLEASE DO NOT USE THE WEBSITE OR ANY INFORMATION, LINK OR CONTENT ON THE WEBSITE AND DO NOT PARTICIPATE IN THE TOKEN SALE.

PURCHASER’S ACKNOWLEDGEMENTS.

Purchaser acknowledges, understands and agrees to the following:

-MATTERS RELATING TO DOHRNII PLATFORM: 

  1. Dohrnii Foundation is developing the Dohrnii Platform (“Dohrnii Platform”) as further described in the White Paper (it may be amended) (“White Paper”), which can be accessed athttps://dohrnii.io/uploads/WP-en.pdf
  2. Dohrnii Foundation reserves the right to perform additional token distributions and any related distribution events in accordance with the White Paper, which can be amended by Dohrnii Foundation unilaterally at any time.
  3. The Foundation decided to make sure that the Tokens are not transferable as long as they cannot be used to get access to the Platform and to the respective services. Therefore, DHN is not qualify as a security.
  4. At the end of its development stage Dohrnii Foundation will be releasing the Dohrnii Platform;

• BINDING AGREEMENT. 

Purchaser fully acknowledges, understands and agrees that Purchaser is subject to and bound by this Agreement by virtue of purchase of Dohrnii Tokens.

  • NO U.S. OR CHINESE PURCHASERS. Dohrnii Tokens are not offered or distributed to any U.S. personas (as defined below). If you are citizen, resident of, or a person located or domiciled in, the United States of America including its states, territories or the District of Columbia or any entity, including, without limitation, any corporation or partnership created or organized in or under the laws of the United States of America, any state or territory thereof or the District of Columbia, or have any other minimal connection or any other ties with the United States of America (“U.S. person”) or, if you are citizen, resident of, or a person located or domiciled in, or any entity, including, without limitation, any corporation or partnership created or organized in or under the laws of the People’s Republic of China (a “Chinese person”), do not purchase or attempt to purchase Dohrnii Tokens.
  • DOHRNII TOKENS HAVE NO RIGHTS, USES OR ATTRIBUTES. DHN do not have any rights, uses, purposes, attributes, functionalities or features, express or implied, including without limitation any uses, purposes, attributes, functionalities or features except those that are provided by Dohrnii Platform and this Agreement.
  • PURCHASE OF DOHRNII TOKENS. Any price and/or other amounts paid for Dohrnii tokens are non-refundable. Such purchases cannot be cancelled or withdrawn in any other way. Purchaser acknowledges, understands and agrees that there is a risk of losing any and all amounts paid.
  • DOHRNII TOKENS MAY HAVE NO VALUE. Purchaser acknowledges, understands and agrees that Dohrnii tokens may have no real value that can be neither calculated nor expressed in any material equivalent.
  • DOHRNII TOKENS PURCHASE CANCELLATION. Dohrnii Foundation reserves the right to refuse or cancel Dohrnii token purchase requests at any time in its sole discretion.
  • OTHER RISKS. Please read the risks set forth in § 7 carefully and in their entirety. Please contact Dohrnii Foundation immediately in case any questions arise.

THIS AGREEMENT INCLUDES PRE-DISPUTE RESOLUTION IN § 9.1 AND REQUIRES ARBITRATION IN § 9.2.

§ 1ACCEPTANCE OF THE AGREEMENT AND PURCHASE OF DOHRNII TOKENS

  1. This Agreement shall be effective and binding on the Parties when Purchaser:
  1. clicks the check box on the official https://Dohrnii.io/ website (the “Website”) to indicate that Purchaser has read, understands and agrees to the terms of this Agreement; or, if earlier 
  2. upon Foundation’s receipt of payment from Purchaser. Purchaser agrees to be bound on this basis, and confirms that Purchaser has read in full and understands this Agreement and the terms on which Purchaser is bound.
  1. Website Terms of Use. Foundation has established Terms of Use, as may be amended from time to time, for the Website located at https://Dohrnii.io/terms-use, which are hereby incorporated by reference. Purchaser has read, understands and agrees to those terms.
  2. White Paper. The Dohrnii Foundation has prepared the White Paper, which is available at https://dohrnii.io/uploads/WP-en.pdf , describing matters relating to the Dohrnii Platform. The White Paper may be amended from time to time. The latest version of the White Paper is hereby incorporated by reference. Purchaser confirms that it has read, acknowledged, understood and agrees to the White Paper. It is Purchaser’s responsibility to check the Website regularly for any modifications of the White Paper.
  3. Dohrnii Tokens.
  1. Purpose; As mentioned above, the Dohrnii Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied. Although DHN may become tradable, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument.
  2. Foundation’s Use of Proceeds. Purchaser acknowledges and understands that the proceeds from the sale of the DHN will be utilized by Foundation in its sole discretion.

§2DOHRNII TOKENS DISTRIBUTION

  1. Allocation and Distribution of Dohrnii Tokens. Dohrnii Foundation intends to allocate and distribute DHN in accordance with the material specifications as set forth in Exhibit A to this Agreement which includes all the necessary details regarding the timing (Dohrnii Distribution Period) and pricing, and the number of Dohrnii Tokens to be distributed. During the Dohrnii Distribution Period, Dohrnii Foundation will provide specific procedures on how Purchaser should purchase Dohrnii Tokens through the Website. By purchasing DHN, Purchaser acknowledges, understands and has no objection to such procedures and material specifications. Failure to use the Website and follow the procedures may result in Buyer not receiving any DHN. Buyer acknowledges and accepts that any Purchaser of Dohrnii Tokens may lose some or all of the amounts paid in exchange for DHN, regardless of the date. The access or use of the Dohrnii Smart Contract and/or the receipt or purchase of Dohrnii Tokens through any other means other than the Website are not sanctioned by Dohrnii Foundation or agreed in any way by the Parties. Purchaser should take great care that the website used to purchase DHN is the Website having the following universal resource locator (URL): https://Dohrnii.io/.
  2. No U.S. and Chinese Buyers. Dohrnii Tokens are not offered to U.S. and Chinese persons. U.S. personas and Chinese persons are strictly prohibited and restricted from using the Dohrnii Smart Contract and/or purchasing Dohrnii Tokens. Dohrnii Foundation is neither soliciting purchases by U.S. personas or Chinese persons nor targeting the Dohrnii Tokens at U.S. personas or Chinese persons in any way. If a U.S. person or a Chinese person uses the Dohrnii Smart Contract and/or purchases Dohrnii Tokens, such person has done so and entered into this Agreement on an unlawful, unauthorized and fraudulent basis in violation of Terms of Use, and this Agreement is null and void. Dohrnii Foundation is not bound by this Agreement if this Agreement has been entered into by a U.S. person or a Chinese person as Purchaser or Purchaser has entered into this Agreement or has purchased DHN on behalf of a U.S. person or a Chinese person, and Dohrnii Foundation may take all appropriate actions, in its sole discretion, to invalidate this Agreement, including referral of information to the appropriate authorities. Any U.S. person or Chinese person, who uses the Dohrnii Smart Contract and/or purchases Dohrnii Tokens or enters this Agreement on an unlawful, unauthorized or fraudulent basis shall be solely liable for, and shall indemnify, defend and hold harmless Dohrnii Foundation respective past, present and future employees, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns ( “Dohrnii Foundation Parties”) from any damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses (“Damages”) incurred by a Dohrnii Foundation Party that arises from or is a result of such U.S. person’s or Chinese person’s unlawful, unauthorized or fraudulent use of the Dohrnii Smart Contract and/or the receipt or purchase of Dohrnii Tokens.
  3. Allocation and Participation of Dohrnii Tokens to Dohrnii Foundation Parties. Purchaser understands and consents to the participation of the Dohrnii Foundation past, present and future employees, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the purchase of DHN, including people who may work on the development and implementation of the Dohrnii Platform or who may work for Dohrnii Foundation future businesses which Dohrnii Foundation may establish with a portion of the proceeds from the Dohrnii Token Distribution. All such Dohrnii Foundation Parties will participate on the same terms as every other purchaser of Dohrnii Tokens and will be bound by this Agreement.
  4. No Representations and Warranties. Dohrnii Tokens will be distributed to purchasers thereof pursuant to the Agreement. None of the Dohrnii Foundation Parties makes any representations or warranties, express or implied, including without limitation any warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to the Dohrnii Smart Contract or Dohrnii Tokens or their utility, or the ability of anyone to purchase or use Dohrnii Tokens. None of the Dohrnii Foundation Parties represent or warrant that the process of purchasing DHN or receiving DHN will be uninterrupted or error-free or that Dohrnii Tokens are reliable and error-free. As a result, Purchaser fully understands that Purchaser may never receive Dohrnii Tokens and may lose the entire amount paid to Dohrnii Foundation Purchaser shall provide an accurate and full digital wallet address to Dohrnii Foundation for receipt of any Dohrnii Tokens distributed to Purchaser pursuant to the Dohrnii Smart Contract.
  5. Not an Offering of Securities, Commodities, or Swaps. The sale of Dohrnii Tokens and Dohrnii tokens themselves are not software, securities, swaps on either securities or commodities or a financial instrument of any kind as may be determined by any national legislation. Purchases and sales of Dohrnii Tokens are not subject to the protections of any laws governing those types of financial instruments. This Agreement and all other documents referred to in this Agreement including without limitation the White Paper and Terms of Use do not constitute a prospectus or offering document, and are not an offer to sell.
  6. Not an Investment. Purchaser should not participate in the purchase of Dohrnii Tokens for investment purposes. Dohrnii Tokens are not designed for investment purposes and should not be considered as a type of investment as may be defined by any national legislation.
  7. No Guarantee to Launch the Dohrnii Platform. Purchaser acknowledges, understands and agrees that Purchaser should not expect and there is no guarantee, or representation or warranty by Dohrnii Foundation that:
  1. the Dohrnii Platform will ever be adopted and implemented;
  2. the Dohrnii Platform will be adopted as developed by Dohrnii Foundation and not in a different or modified form. Respectively, Dohrnii Tokens may not have any functionality or rights on the Dohrnii Platform and holding Dohrnii Tokens is not a guarantee, representation or warranty that the holder will be able to use the Dohrnii Platform, or receive any tokens utilized on the Dohrnii Platform, even if the Dohrnii Platform is launched, of which there is no guarantee, representation or warranty made by Foundation.

§3NO OTHER RIGHTS CREATED

3.1.No Loan or Ownership Interest. The purchase of Dohrnii Tokens: 

  1. a)is not a loan to Dohrnii Foundation as may be defined by any national legislation; and
  2. b)does not provide Purchaser with any ownership or other interest in Dohrnii Foundation.

3.2.Intellectual Property. Dohrnii Foundation retains all right, title and interest in all of its intellectual property in relation to Dohrnii Platform, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Purchaser may not use any of Dohrnii Foundation intellectual property for any reason without Dohrnii Foundation prior written consent.

§4SECURITY AND DATA; TAXES

4.1.Security and Data Privacy. A Purchaser will implement necessary and appropriate measures designed to secure access to:

  1. a)any device associated with Purchaser and used in connection with purchase of Dohrnii Tokens; 
  2. b)private keys to Purchaser’s wallet or token account; and 
  3. c)login, password or other identifying credentials In the event that Purchaser is no longer in possession of private keys or any device associated with Purchaser’s account or is not able to provide Purchaser’s login or identifying credentials, Purchaser may lose all Dohrnii Tokens and/or access to Purchaser’s account.

Additional Information. Upon Dohrnii Foundation request, Purchaser will immediately provide to Dohrnii Foundation all information of any type and documents that Foundation, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process. Such documents include but are not limited to passport, driver’s license, utility bills, photographs of associated individuals, government identification cards or sworn statements. Purchaser consents to Dohrnii Foundation disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Purchaser acknowledges that Dohrnii Foundation may refuse to distribute Dohrnii Tokens to Purchaser or allow use Dohrnii Tokens in the Dohrnii Platform until such requested information is provided.

  1. Taxes. Purchaser acknowledges, understands and agrees that: 
  1. a)The purchase of Dohrnii Tokens may have tax consequences for Purchaser; 
  2. b)Purchaser is solely responsible for the compliance with any such tax obligations the Purchaser may have; and 
  3. c)Dohrnii Foundationbears no liability or responsibility with respect to any tax consequences to Purchaser; 
  4. d)Dohrnii Tokens price does not include VAT, consumption or any other related tax.

§ 5REPRESENTATIONS AND WARRANTIES OF PURCHASER

By buying DHN, Buyer represents and warrants to each of the Dohrnii Foundation Parties that:

  1. Not a US or Chinese Person: Purchaser is not a U.S. person and not a Chinese Person as indicated in § 2.2 hereof.
  2. Authority. Purchaser has all requisite power and authority to execute and deliver this Agreement, to use the Dohrnii Smart Contract, purchase Dohrnii Tokens, and to carry out and perform its obligations under this Agreement.
  1. a) If an individual, Purchaser is at least 18 years old and of sufficient legal age and capacity to purchase DHN.
  2. b) If a legal person, Purchaser is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
  1. No Conflict. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice:
  1. a)any provision of Purchaser’s organizational documents, if applicable;
  2. b)any provision of any judgment, decree or order to which Purchaser is a party, by which it is bound, or to which any of its material assets are subject;
  3. c)any material agreement, obligation, duty or commitment to which Purchaser is a party or by which it is bound; or
  4. d)any laws, regulations or rules applicable to Purchaser.
  1. No Consents or Approvals. The execution and delivery of, and performance under this Agreement require no approval or other action from any governmental authority or person other than Purchaser.
  2. Purchaser Knowledge and Risks of Project. Purchaser has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of Blockchain, cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), the Blockchain-based software systems, Artificial intelligence (AI) and the Blockchain technology, to be able to evaluate the risks and merits of Purchaser’s purchase of DHN, including but not limited to the matters set forth in this Agreement.
  3. Funds; Payments.

a.)Funds. The funds, including virtual currency or cryptocurrency, Purchaser uses to buy Dohrnii Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Purchaser will not use DHN to finance or support any unlawful activities.

b.)Payments. All payments by Purchaser under this Agreement will be made only in Purchaser’s real name.

  1. Miscellaneous Regulatory Compliance.
  1. a)Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law of any related jurisdiction, Purchaser represents and warrants that it complies with all anti-money laundering and counter-terrorism financing requirements.
  2. b)Sanctions Compliance. Neither Purchaser, nor any person having a direct or indirect beneficial interest in Purchaser or DHN being acquired by Purchaser, or any person for whom Purchaser is acting as agent or nominee in connection with DHN, is the subject of sanctions administered or enforced by any country or government (“Sanctions”).

§6DISCLAIMERS

  1. Purchaser expressly acknowledges and agrees that Purchaser is using the Dohrnii Smart Contract and purchasing DHN at the Purchaser’s sole risk and that the Dohrnii Smart Contract and Dohrnii Tokens are provided, used and acquired without representations, warranties, promises or guarantees whatsoever of any kind by Dohrnii Foundation and Purchaser shall rely on its own investigation thereof.
  2. No Representation or Warranty.
  1. a) Dohrnii Foundation hereby disclaims all warranties and conditions including but not limited to the Dohrnii Contract and Dohrnii Tokens, the Website, information, software, products, related services, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.

§7RISKS

DOHRNII TOKENS MAY HAVE NO VALUE. PURCHASER MAY LOSE ALL AMOUNTS PAID.

Purchaser acknowledges and agrees that there are risks associated with purchasing Tokens, owning Tokens, and using Tokens for the provision or receipt of services by Foundation.

BY PURCHASING TOKENS, PURCHASER EXPRESSLY ACKNOWLEDGES AND ASSUMES THESE RISKS.

  1. No Rights, Functionality or Features. DHN have no rights, uses, purpose, attributes, functionalities or features, express or implied. DHN do not entitle holders to participate on the Dohrnii Platform, even if the Dohrnii Platform was launched, the Dohrnii Software development is finished and the Dohrnii Software is adopted and implemented.
  2. Blockchain Delay Risk. Purchaser acknowledges and understands that Blockchain may not include the Purchaser’s transaction at the time Purchaser expects and Purchaser may not receive Dohrnii Tokens the same day Purchaser sends money of any type.
  3. Token Security. Dohrnii Tokens may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, smurfing and spoofing. In the event of such a software bug or weakness, there may be no remedy and holders of DHN are not guaranteed any remedy, refund or compensation.
  4. Access to Private Keys. Dohrnii Tokens may be held by Purchaser in Purchaser’s digital wallet, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Purchaser’s digital wallet storing DHN will result in loss of such DHN, access to Purchaser’s Dohrnii Token balance and/or any initial balances in Blockchain created by third parties. Moreover, any third party that gains access to such private key(s), including login credentials of a hosted wallet Purchaser uses, may be able to misappropriate Purchaser’s DHN. Foundation is not responsible for such losses.
  5. New Technology. The Dohrnii Software, the Dohrnii Platform and all of the matters set forth in the White Paper are new and untested. The Dohrnii Software might not be capable of completion, implementation or adoption. It is possible that no Blockchain using the Dohrnii Software will ever be launched and there may never be an operational Dohrnii Platform. Purchaser should not rely on the Dohrnii Software or the ability to receive tokens associated with the Dohrnii Platform in the future. Even if the Dohrnii Software is completed, implemented and adopted, it might not function as intended, and any tokens associated with the Blockchain adopting the Dohrnii Software may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the Dohrnii Tokens may become outdated.
  6. Reliance on Third-Parties. Even if completed, the Dohrnii Software will rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of might have a material adverse effect on the Dohrnii Software and Dohrnii Platform.
  7. Changes to the Dohrnii Software. The Dohrnii Software is still under development and may undergo significant changes over time. Although the Foundation intends for the Dohrnii Software to have the features and specifications set forth in the White Paper, Foundation may make changes to such features and specifications for any number of reasons, any of which may mean that the Dohrnii Platform does not meet Purchaser’s expectations.
  8. Project Completion. The development of the Dohrnii Software may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
  9. Lack of Interest. Even if the Dohrnii Software is finished and adopted and the Dohrnii Platform is launched, the ongoing success of the Dohrnii Platform relies on the interest and participation of third parties like developers and all the specialists involved. There can be no assurance or guarantee that there will be sufficient interest or participation in the Dohrnii Platform.
  10. Uncertain Regulatory Framework. The regulatory status of cryptographic tokens, digital assets and the Blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, the Blockchain technology and its applications. Such changes could negatively impact DHN. Foundation may cease the distribution of DHN, the development of the Dohrnii Software or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
  11. Risk of Government Action. As noted above, the industry in which the Foundation operates is new, and may be subject to heightened oversight and scrutiny, including, investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of the Foundation and/or pursue enforcement actions against the Foundation. Such governmental activities may or may not be the result of targeting the Foundation in particular. All of this may subject the Foundation to judgments, settlements, fines or penalties, or cause the Foundation to restructure its operations and activities or to cease offering certain products or services, all of which could harm the Foundation’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Dohrnii Tokens and/or the development of the Dohrnii Software.

§8LIMITATION OF LIABILITY; INDEMNIFICATION

  1. Limitation of Liability. To the fullest extent permitted by applicable law, Purchaser disclaims any right or cause of action against the Dohrnii Parties of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of any Dohrnii Party. Each of the Dohrnii Parties shall not be liable to Purchaser for any type of Damages, even if and notwithstanding the extent a Dohrnii Party has been advised of the possibility of such Damages. Purchaser agrees not to seek any refund, compensation or reimbursement from a Dohrnii Party, regardless of the reason, and regardless of whether the reason is explicitly stated in this Agreement.
  2. Damages. In no circumstances will the aggregate joint liability of the Dohrnii Parties, whether in contract, warranty, tort or other theory, for Damages to Purchaser under this Agreement exceed the amount received by Foundation from Purchaser.
  3. Force Majeure. Buyer understands and agrees that Foundation shall not be liable and disclaims all liability to Purchaser in connection with any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
  4. Release. To the fullest extent permitted by applicable law, Purchaser releases the Dohrnii Parties from responsibility, liability, claims, demands, and/or Damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between Purchaser and the acts or omissions of third parties.
  5. Indemnification.
  1. a)To the fullest extent permitted by applicable law, Purchaser will indemnify, defend and hold harmless and reimburse the Dohrnii Parties from and against any and all actions, proceedings, claims, Damages, demands and actions (including without limitation fees and expenses of counsel), incurred by a Dohrnii Party arising from or relating to: 

-Purchaser’s purchase or use of Dohrnii Tokens; 

-Purchaser’s responsibilities or obligations under this Agreement; 

-Purchaser’s breach of or violation of this Agreement; 

-any inaccuracy in any representation or warranty of Purchaser;

-Purchaser’s violation of any rights of any other person or entity; and/or 

-any act or omission of Purchaser that is negligent, unlawful or constitutes willful misconduct.

  1. b)Foundation reserves the right to exercise sole control over the defense, at Purchaser’s expense, of any claim subject to indemnification under this § 8.5. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Purchaser and the Foundation.

§9DISPUTE RESOLUTION

  1. Informal Dispute Resolution. Purchaser and Dohrnii Foundation shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (“Dispute”). If the Parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute sent by one Party and being received by another Party, such Dispute shall be finally resolved by Binding Arbitration as defined in § 9.2 below.
  2. Binding Arbitration. Any Dispute not resolved within 90 days as set forth in § 9.1 shall be settled under the Rules of Arbitration of the International Arbitral of the ICC INTERNATIONAL COURT OF ARBITRATION ('the ICC ICA'). The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Dohrnii Foundation and Purchaser will each pay their respective attorneys’ fees and expenses. Notwithstanding the foregoing, Dohrnii Foundation reserves the right, in its sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration.
  3. No Class Arbitrations, Class Actions or Representative Actions. Any Dispute is personal to Purchaser and Dohrnii Foundation 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.

§ 10MISCELLANEOUS

  1. Governing Law. This Agreement shall be governed in all respects, including but not limited to its formation, applicability, breach, termination, validity or enforceability, by the laws in force at the Foundation's registered office.
  2. Entire Agreement. This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by any Dohrnii Foundation Party about Dohrnii Tokens, the Dohrnii Smart Contract and Dohrnii Platform.
  3. Modification of Agreement. Dohrnii Foundation may modify this Agreement at any time by posting a revised version on the Website. The modified terms will become effective upon posting. It is Purchaser’s responsibility to check the Website regularly for modifications to this Agreement. This Agreement was last modified on the date listed at the beginning of this Agreement.
  4. Termination of Agreement. Dohrnii Foundation reserves the right to terminate this Agreement, in its sole discretion, in the event that Purchaser breaches this Agreement.
  5. No Waivers. The failure by Dohrnii Foundation to exercise or enforce any right or provision of this Agreement will neither constitute a present or future waiver of such right or provision nor limit Dohrnii Foundation right to enforce such right or provision at a later time. All waivers by Dohrnii Foundation must be unequivocal and in writing to be effective.
  6. Electronic Communications. Purchaser agrees and acknowledges that all agreements, notices, disclosures and other communications that Foundation provides Purchaser pursuant to this Agreement or in connection with or related to Purchaser’s purchase of Dohrnii Tokens, including this Agreement, may be provided by Foundation, in its sole discretion, to Purchaser, in electronic form. 

EXHIBIT A

DOHRNII TOKEN DISTRIBUTION

Within the Dohrnii Token Distribution, from three hundred seventy two million (372.000.000) Dohrnii Tokens two hundred sixty million (260.000.000) Tokens will be distributed according to the schedule below:

  1. Private Sale: 80,000,000 Dohrnii Tokens will be available for sale.
  2. Pre-Sale: 80,000,000 Dohrnii Tokens will be available for sale.
  3. Main-Sale 100,000,000 Dohrnii Tokens will be available for sale.
    (All unsold tokens are burned)

The rest of the Tokens will be reserved for the Foundation.