Auction Terms of Sale

Your purchase of Aztec Tokens (collectively, “AZTEC” or “Tokens”) in the Open Auction (as defined below) from the Aztec Foundation (the “Foundation,” “we,” or “us”) is subject to these Terms of Sale (“Terms”). Each of you and the Foundation is a “Party,” and together the “Parties.”

Please read these Terms carefully, as they include important information about your legal rights.  These Terms are entered into between you and us when you purchase the Tokens from us and/or use AZTEC in connection with the Aztec Network (as defined below). If you have any questions regarding these terms, please contact us at sale@aztec.foundation. If you do not understand or agree to these Terms, please do not participate in the Open Auction.

If you participate in the Open Auction on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

IF YOU RESIDE IN THE UNITED STATES, SECTION 15 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER.  BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES WITH US (WITH LIMITED EXCEPTION) RELATED TO THE OPEN AUCTION THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW.  YOU HAVE THE RIGHT TO OPT-OUT OF ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 15.

4. Purpose and Use of Tokens

The Token is intended to serve the following main functions on the Aztec network, a layer 2 rollup on Ethereum (“Aztec Network” or “Aztec”) as described further in the following white papers: 

(a) the MiCA white paper, in respect of the Open Auction details, Aztec and the Token descriptions, available at: https://aztec.network/b336ef30d9b609add4ea24a18a850b54d599681d39195cecb68348b6644eb (“MiCA White Paper”);

(b) the Aztec technical white paper (“Technical White Paper”), available at: http://aztec.network/technical-whitepaper; and

(c) the Aztec economic white paper (“Economic White Paper”), available at: http://aztec.network/economic-whitepaper. 

(collectively, the “White Papers”).

If there is a conflict between the terms of the White Papers and/or any disclosure on Aztec, the Token and/or the sale mechanics in these Terms, then such conflict shall be resolved by giving precedence in the following order:

(a) first, these Terms; 

(b) second, the MiCA White Paper; 

(c) third, the Technical White Paper; and

(d) fourth, the Economic Whitepaper.

1. Sequencer Staking.  The Token will be used to secure the Aztec Network through staking by Aztec validators, also known as “sequencers” (“Sequencers”), who will be responsible for the production of blocks on the Aztec Network. 
2. Governance.  Tokens will also enable participation in the governance of the Aztec Network (“Aztec Governance”).
3. Execution Environment.  If at a future date the Aztec Network is upgraded through Aztec Governance to enable a smart contract execution environment (“Execution Environment”), the Tokens are intended to serve as the means to pay for transaction fees on the Aztec Network. 

The Tokens do not confer any rights, express or implied, other than the right to use the Token as a means to participate in the Aztec Network in a manner consistent with its purpose and the technical limitations of the Aztec Network.  The Token’s sole purpose is to facilitate use and decentralized governance of the Aztec Network, as described above.  Neither the Foundation nor its affiliates control Aztec Network upgrades nor the implementation of any future milestones into the Aztec Network, including the Execution Environment. By purchasing AZTEC, you acquire the current functionality of the Token and the Aztec Network as it exists at the time of purchase. The future of the Aztec Network will be determined by Token holders through the Network’s governance process (“Aztec Governance”). Further detail on the expected community driven roadmap is visible here: https://aztec.network/roadmap. However, whether or not  the roadmap initiatives occur is subject to Aztec Governance, and purchasers should be aware that any Tokens they purchase in the Open Auction may only be used to secure the Aztec Network through staking and to participate in Aztec Governance, unless and until future milestones occur and are implemented through Aztec Governance.

In particular, you understand and accept that the Token does not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive a share in future revenues, intellectual property rights or any other form of participation in or relating to the Aztec Network, and/or the Foundation and its affiliates, other than rights relating to the use of the Aztec Network, subject to the limitations and conditions in these Terms. The Tokens are not intended to be a digital currency, security, commodity or any other kind of financial instrument.

2. Scope of Terms

Unless otherwise stated herein, these Terms govern only your purchase of Tokens from us in connection with the Foundation’s public auction of up to 14.95% of the Initial Total Supply (as defined below) in order to decentralize ownership and control of the Aztec Network and place governance and economic security in the hands of a broad, distributed set of participants (the “Open Auction”).

The use of Tokens in connection with the Aztec Network is subject to the technical restrictions and limitations imposed by the Aztec Network software.  You can learn more about how the Aztec Network functions in the White Papers. 

We may provide other services in connection with the Aztec Network, and those other services will be governed by other terms. 

3. Eligibility

1. Open Auction Eligibility Criteria

      In order to be eligible to participate in the Open Auction, you must complete applicable sanctions and wallet checks. As an individual, you can complete the sanctions check using ZKPassport (https://zkpassport.id/), provided you have a supported document that complies with the International Civil Aviation Organization (“ICAO”) 9303 standard (biometric documents with NFC chips). Legal entities and individuals (whose documents do not meet ICAO standards) can rely on traditional know-your-customer (“KYC”) and/or know-your-business (“KYB”) checks                                                              through Predicate https://predicate.io/ (which utilises SumSub  - https://sumsub.com/ and FS Vector - https://www.fsvector.com/), as applicable. In addition, your Bidding Address (as defined below) must pass sanctions and other risk screening checks through Predicate (which uses TRM Labs (https://www.trmlabs.com/)). The checks will validate the information required by the Foundation in order to confirm that you are eligible to participate in the Open Auction.   ZKPassport and Predicate (and its contractors, SumSub, FS Vector and TRM Labs) are third party services that are not controlled by the Foundation, and your use of ZKPassport and Predicate (and its contractors) is subject to ZKPassport’s and Predicate’s (and their contractors) terms and conditions, as applicable.

You must be 18 years of age or older and not be a Prohibited Person to participate in the Open Auction. A “Prohibited Person” is any person or entity that (a) the subject of any economic or trade sanctions administered or enforced by any governmental authority, including being designated on any list of prohibited or restricted parties by any governmental authority, such as the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce Denied Persons List Entity List, the E.U. Consolidated List of persons, the Swiss SECO sanctions list and the U.K. Consolidated List of Financial Sanctions Targets, (b) located, a resident of or organized in any jurisdiction or territory that is the subject of comprehensive country-wide or regional economic sanctions or has been designated as “terrorist supporting” by the United Nations or the governmental authority of the European Union, Switzerland, United Kingdom or the United States, or (c) owned or controlled by such persons or entities listed in (a)-(b).  You also may not participate in the Open Auction if you are a resident of the United Kingdom, Malta, or Myanmar.

You acknowledge and agree that you are solely responsible for complying with all applicable laws of the jurisdiction in which you are located in connection with your participation in the Open Auction. Further, if you participate in the Open Auction, you may not transfer or provide to us any currency, digital assets or other items that have been derived from any illegal or unlawful activity. By participating in the Open Auction, you represent and warrant that you meet these requirements.

To participate in the Open Auction, you will need to connect an Ethereum-compatible third-party digital wallet (a “Wallet” and the public key used to access the Open Auction, the “Bidding Address”).  By using a Wallet in connection with the Open Auction, you agree that you are using the Wallet under the terms and conditions of the applicable third-party provider of such Wallet.  We do not maintain or support any Wallet, and we cannot assure that any particular Wallet will function properly in connection with the Open Auction.  We have no access to your private keys and cannot help you recover your private keys and/or seed phrases for your Wallet.  You are solely responsible for maintaining the confidentiality of your private keys and you are responsible for any transactions signed with your private keys. Non-compatible wallet addresses will not be accepted. 

2. Contributor Track and Public Sale Track

Access to the Open Auction after satisfying the eligibility criteria in Section 3(A) hereof is split into two participation tracks.

1. Contributor Track

The Contributor Track is open to whitelisted participants selected by the Foundation based on certain criteria in the Foundation’s sole and absolute discretion, including but not limited to: testnet activity; Aztec Connect usage; participation as an Ethereum solo staker; discord engagement; and/or other community contributions at the discretion of the Foundation (the “Contributor Track”).  You can confirm whether you are on the whitelist by connecting your Bidding Address to the Website (as defined below).

2. Public Sale Track

The Public Sale Track is open to all participants who meet the eligibility requirements in Section 3(A) herein for the Open Auction (the “Public Sale Track”).

3. Eligibility Soulbound NFT

Once you complete and pass eligibility and sanctions checks, your Bidding Address will receive a soulbound non-fungible token (“Soulbound NFT”).  The contract from which SoulBound NFTs are minted is immutable and incorporates the verifier for the sanctions zero‑knowledge proof generated within the ZKPassport application or attestation from Predicate.

After a Soulbound NFT is issued to your Bidding Address, you cannot transfer your Soulbound NFT to any other wallet address (whether belonging to you or a third party) or otherwise transfer the beneficial ownership of the Soulbound NFT to any other person. All transfers or attempted transfers may cause your Soulbound NFT and associated rights to be voided.  We reserve the right to revoke your Soulbound NFT if you violate this provision.

There are two categories of Soulbound NFTs that correspond to each of the (1) Contributor Track; and (2) Public Sale Track. The category of Soulbound NFT you receive will entitle you to participate in the Contributor Track or Public Sale Track, as applicable, using the Bidding Address to which the Soulbound NFT was minted. You may designate any wallet as your Bidding Address for minting the SoulBound NFT; however, that Bidding Address must be the same as that used to participate in the Open Auction. 

The Soulbound NFT will expire 60 days after it is minted.  After expiration, prospective participants will be required to (i) complete new eligibility and sanctions checks and (ii) mint another SoulBound NFT. 

4. Cancellation

Your purchase of Tokens from us during the Open Auction is final, and there are no refunds or cancellations except (i) as may be required by applicable law or regulation, or (ii) as provided herein. 

Purchasers participating in the offer to the public will be able to be reimbursed if they exercise the right to withdrawal provided for in Article 13 of Regulation (EU) 2023/1114 of the European Parliament and of the Council or if the offer is cancelled.

Such refunds will be processed manually by the Foundation, which will transfer a relevant amount of ETH to the relevant Bidding Address used by the participant in the auction.  EU purchasers who are retail holders as defined in Article 3(1)(37) of Regulation (EU) 2023/1114 of the European Parliament and of the Council (“MiCA”) may contact the Foundation directly to initiate a refund within the withdrawal period.  Refunds will be processed within a reasonable time period and no later than 14 days after receipt of a valid withdrawal declaration by a retail holder.

During the subscription period, purchasers in the EU who are retail holders as defined in Article 3(1)(37) of MiCA will have a right to withdraw from their agreement to purchase Tokens without incurring any fees or costs and without being required to give reasons.  To exercise it, they must contact the Foundation and request a refund before the end of the subscription period.

5. Term; Termination

1. These Terms will remain in full force and effect while you purchase, claim and hold the Tokens, unless terminated in accordance with this Section 5. 
2. You may stop participating in the Open Auction and stop purchasing, claiming or holding Tokens at any time, at which point these Terms are deemed to automatically terminate. However, certain sections under these Terms will, by their nature, continue to apply, for example Sections 12 and 13.
3. We may terminate these Terms prior to the start of the Open Auction: (i) if we decide to cease to offer the Tokens, or (ii) if we are required to do so by any law, regulation, court order or instruction from an ombudsman, regulator or government body.  If we do decide to terminate these Terms, we will post an update on our social media channels as well as on this website.  Following the start of the Open Auction, the smart contracts through which the Open Auction will operate cannot be terminated.  

6. Sale Procedures and Specifications

1. Token Supply
   
   1. Initial Token Supply and Network Ignition. Foundation has generated 10,350,000,000 AZTEC on the Ethereum blockchain for use with the Aztec Network (“Initial Token Supply”). 
      
      1. If and when approximately 500 Sequencers or at least 100,000,000 Tokens are purchased and staked, the Aztec Network block production will start and ignition of the Aztec Network will occur (“Ignition”).
      2. After November 12, 2026, Aztec Governance will be able to change the Initial Token Supply, including by increasing the Initial Token Supply by up to a capped amount per annum.
      3. If and when the Execution Environment is enabled by Aztec Governance, fees will likely be regulated autonomously by the Aztec Network in a manner intended to be similar to Ethereum’s EIP-1559, which may result in the burning of Tokens.
   2. Open Auction Supply. 1,547,000,000 AZTEC will be available for purchase in the Open Auction. Any Tokens allocated to the Open Auction that are unsold at the end of the Open Auction (for whatever reason) may be claimed back by the Foundation.
   3. Remaining Token Allocation. The remaining allocation of Tokens is outlined in the White Papers.
   4. All AZTEC will have equal value and utility within the Aztec Network.
2. Open Auction Procedures
   
   1. Open Auction Announcement: Prior to the sale, the Foundation will announce and communicate final details regarding the Open Auction on https://sale.aztec.network (the “Website”).
   2. Open Auction Duration: The Open Auction will begin at approximately 9am EST on 1 December 2025 and will remain open and clearing until approximately 9am ET on 6 December 2025.  The exact times will be based on the occurrence of specific blocks on the Ethereum blockchain.  This time period is referred to as the “Auction Period”.

3. Open Auction Bidding.  Bidding will be open for the Contributor Track and Public Sale Track respectively at the time and days set forth below.  You may place bids, subject to the terms and conditions herein by accessing the Website. 
   
   1. Contributor Track bids will be accepted beginning at approximately 9am EST on 13 November 2025 and throughout the Auction Period.
   2. Public Sale Track bids will be accepted beginning at approximately 9am EST on 2 December 2025 and during the final four (4) days of the Auction Period.
4. Open Auction Bid Pricing:

The Public Auction will utilize an open, price-discovery sale using the novel Uniswap Continuous Clearing Auction (“CCA”) format.  The CCA is a new and multi-period token sale format designed by Universal Navigation Inc. and/or its affiliates (“Uniswap”) which intends to reduce price manipulation, promote fair access, and help fair market price discovery. 

The sale is divided into discrete time periods (“Periods”), with a portion of the total amount of Tokens to be sold in the auction allocated to each Period.  For the initial Period, the floor price will be set by the Foundation ahead of time.  For subsequent Periods, the floor price will be the greater of the initial floor price and the clearing price for the previous Period.  Any Tokens unsold in a Period will be reallocated to the final Period.

When submitting a bid, you submit the total maximum amount (in ETH) that you are willing to spend on AZTEC.  You may elect at the time of bid to either (i) buy Tokens at the market clearing price for each Period or (ii) set a maximum price per Token/FDV at which you are willing to purchase Tokens. Bids are automatically split pro rata across all Periods following the submission of the bid.  Once you have submitted a bid, you may not withdraw that bid. A user may submit any number of additional bids.

At the end of each Period, Tokens are allocated to bidders based on a single uniform clearing price, which is the highest price at which there is demand that fills all available supply for the remaining Periods.  Bidders submitting prices below the prevailing clearing price may receive no allocation.

The maximum permitted sum of all bids in the auction from any one account is 240 ETH, equivalent to approximately $850,000 as of 12 November 2025.

5. Gas Fees.

You will be required to pay for all Ethereum gas fees in connection with each transaction on the Ethereum blockchain required to participate in or take actions related to the Open Auction (“Token Transactions”), including, without limitation:

1. minting of the SoulBound NFT to participate in the offer;
2. placing bids;
3. claiming Tokens; and
4. claiming unspent ETH committed to the auction and/or any other actions.

When placing a bid, you must ensure that your Wallet has sufficient additional ETH to pay gas fees in connection with that bid.  Gas fees vary and may be material, for example for participants that purchase large numbers of Tokens.  For the avoidance of doubt, Ethereum gas fees are not charged by, set by or transferred to the Foundation; they are charged and set by the Ethereum blockchain.

Additionally, your Wallet provider may impose a fee to conduct transactions required to conduct Token Transactions.  We are not responsible for any fees charged by a third party.  All fees related to Token Transactions are non-refundable.  In certain cases, Token Transactions may not be successful due to an error with the blockchain or the Wallet.  We accept no responsibility or liability to you for any such failed transactions, or any transaction or gas fees that may be incurred by you in connection with such failed transactions.

6. Delivery of Tokens and Aztec Token Vaults: 

Immediately following the conclusion of the Open Auction, you will create an Aztec Token Vault (an “ATV”, also known as an Aztec Token Position or ATP).  Tokens allocated as a result of a purchaser’s successful bids will be transferred to that purchaser’s ATV.  ATVs will be non-transferable smart contracts on Ethereum. 

Each Soulbound NFT minted by a participant will be able to create one ATV and Tokens allocated as a result of successful bids made by the Bidding Address associated with the relevant Soulbound NFT will be transferred to this ATV.  As part of creating an ATV, a participant must designate an Ethereum address that will control the ATV, which may only be the Bidding Address associated with the Soulbound NFT or another Ethereum address specified by the participant that passes the sanctions and other screening checks determined by the Foundation and its contractors administering such checks in their sole and absolute discretion. 

Tokens in an ATV may be staked or delegated for staking by participants, in each case, in increments of at least 200,000 tokens. Tokens in an ATV may also be unstaked, undelegated or “claimed” (i.e., transferred to the participant-designated Ethereum address that controls the ATV) by participants, subject to the mandatory staking requirement and lockup described below. For purchases of 200,000 Tokens or above, the ATV will not natively allow for the withdrawal of Tokens. Tokens in these locked ATVs will only become withdrawable if and when their owner stakes a multiple of 200,000 Tokens, at which point all Tokens in the applicable ATV may be withdrawn. You may stake Tokens through the staking dashboard, available here: https://stake.aztec.network or by using the smart contracts of the Aztec Network. Tokens staked or delegated through the staking dashboard (either from an ATV or otherwise) will be subject to the terms and conditions set forth on the staking dashboard.

7. Acknowledgement and Assumption of Risks

1. By participating in the Open Auction, you confirm that you have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain technologies, digital assets, storage mechanisms, and blockchain-based software systems to be able to assess and evaluate the risks and benefits of the participation in the Open Auction contemplated hereunder, and will bear the risks thereof, including loss of all amounts paid, and the risk that digital assets may have little or no value.  You acknowledge and agree that there are risks associated with participating in the Open Auction and using blockchain technology.  These include, but are not limited to, risk of losing access to the Tokens, ATV or Soulbound NFT due to loss of private key(s), custodial error or purchaser error, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks. 
2. You acknowledge that cryptocurrencies and other similar digital assets are neither (i) deposits of or guaranteed by a bank nor (ii) insured by the FDIC or by any other governmental agency.
3. We will take reasonable steps to deploy secure and functional smart contracts underlying the Open Auction.  However, subject to Section 13, we do not promise or guarantee that the Open Auction will be uninterrupted or always accessible and we do not accept liability for any losses you may suffer due to such interruptions or inaccessibility. You acknowledge that you have obtained sufficient information to make an informed decision to partake in the Open Auction, including carefully reviewing the code of the applicable smart contracts and the Aztec Network, and fully understand and accept the functions of the same.  Smart contracts execute automatically when certain conditions are met.  We do not have the ability to reverse a transaction that is recorded on a public blockchain.  You are responsible for ensuring that any details you enter in connection with a transaction using any smart contracts are accurate and complete.  Subject to Section 13, we are not responsible for any losses due to your errors, including an incorrectly constructed transaction.  Further, since smart contracts typically cannot be stopped or reversed, vulnerabilities in their programming and design or other vulnerabilities that may arise due to hacking or other security incidents can have adverse effects to digital assets, including but not limited to significant volatility and risk of loss.
4. The Foundation relies on external service providers / third party infrastructure (including, without limitation, the Ethereum network, ZKPassport, Uniswap, SumSub, TRM Labs, FS Vector, and Predicate) to provide essential services and/or infrastructure in relation to the Open Auction (“Third Party Services”).  The Foundation is not responsible for the functionality, availability, content, accuracy, completeness, timeliness, validity, compliance, legality, decency, quality or any other aspect of such Third Party Services, and subject to Section 13, will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any Third Party Service.   
5. The regulatory regime governing blockchain technologies and digital assets is uncertain, and new regulations or policies may materially adversely affect the potential utility or value of such digital assets.  There also exists the risks of new taxation of the purchase or sale of digital assets, including your Tokens, ATV or Soulbound NFT. 
6. We do not authorize, control, or endorse purchases or sales of the Tokens outside of the Open Auction.  We are not liable to you any losses you may incur by transacting, or facilitating transactions, in any Tokens outside of the Open Auction.
7. There are additional risks associated with purchasing, holding, transacting in and using the Tokens.  These risks are set forth in the MiCA Whitepaper. 

8. Personal Data

We may determine, at our sole discretion, that it is necessary to obtain certain information about you required to maintain compliance with any federal, state, local, domestic or foreign law, regulation or policy, including any KYC or AML requirements and policies, in connection with selling Tokens to you.  You agree to provide us, or our nominee, such information promptly upon request, and you acknowledge that we may refuse to sell Tokens to you until you provide such requested information and we have determined that it is permissible to sell you Tokens under applicable law or regulation.

We may use aggregate statistical information about your activity, including your activity on the Website and logins to various websites, for marketing or any other purpose at our sole discretion.  We may use your internet protocol address to verify your purchase of Tokens. Any personal data that you provide to us will be subject to our Privacy Policy.

9. Taxes

The amount you pay for Tokens is exclusive of all applicable taxes. You are solely responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities.  We are not responsible for withholding, collecting, reporting or remitting any sales, use, value added or similar tax arising from your purchase of Tokens.  You agree not to hold the Foundation or any of its affiliates liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of Tokens, or any other action or transaction related to the Aztec Network.

10. Your Commitments, Representations and Warranties

By participating in the Open Auction, you confirm, represent and warrant that:

1. You have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and distributed ledger technology to understand these Terms and to appreciate the risks and implications of purchasing the Tokens;
2. You have read and understand these Terms (including the totality of the White Papers to which these Terms also apply).
3. You have obtained sufficient information about the Tokens to make an informed decision to purchase the Tokens.
4. YOU ARE NOT PURCHASING TOKENS FOR INVESTMENT, SPECULATIVE OR OTHER FINANCIAL PURPOSES.
5. Your purchase and use of Tokens in Aztec Governance and on the Aztec Network complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of the Tokens and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
6. You will comply with any applicable tax obligations in your jurisdiction that may be relevant to your purchase, holding, redemption, sale, or transfer of the Tokens;
7. You agree to promptly provide to the Foundation or its nominee, upon request, proof of identity and/or source of funds and/or other documentation or other information that the Foundation may request from time to time in connection with the Foundationʼs obligations under, and compliance with, applicable laws and regulations, including but not limited to anti-money laundering legislation, regulations or guidance and/or tax information reporting or withholding legislation, regulations or guidance;
8. You are at the age of majority in your country of residence;
9. You understand that we make no guarantees that you will be able to resell Tokens, or as to their future value, and that no market liquidity may be guaranteed and that the value of Tokens over time may experience extreme volatility or depreciate in full;
10. You understand that you bear the sole responsibility to determine whether your interactions with the Open Auction, Aztec Governance and the Aztec Network, and the ownership or use of the Tokens, the potential appreciation or depreciation in the value of the Tokens over time, the sale and purchase of the Tokens and/or any other action or transaction related to the Aztec Network may have tax implications; further, by obtaining, holding or using the Tokens, and to the extent permitted by law, you agree not to hold the Foundation Parties (as defined below) liable for any tax liability associated with or arising from the ownership or use of the Tokens or any other action or transaction related to the Open Auction or the Aztec Network;
11. If you reside in the United States, you waive the right to participate in a class action lawsuit or a classwide arbitration against any entity or individual involved with the creation of the Tokens, as discussed more fully in Section 15;
12. You understand that the purchase of Tokens does not involve the purchase of any interest in the equity, revenues, profits or assets in any existing or future public or private company, corporation or other entity in any jurisdiction;
13. You understand that you have no right against any other party to request any refund of amounts that you bid for the purchase of Tokens under any circumstance, except as expressly provided herein or in accordance with any right to refund you may be entitled to under mandatory local law or regulation; 
14. You have full power and authority to purchase and use the Tokens and to enter into these Terms. If you are purchasing Tokens on behalf of a legal entity, you are authorised to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);
15. You are over 18 years of age;
16. You are not a Prohibited Person; and
17. You agree not to allow anyone to use your Wallet or share your credentials with any other person for the purpose of facilitating their unauthorised access to the Open Auction.  If you do share your credentials with anyone we will consider their activities to have been authorised by you.  You alone are responsible for any acts or omissions that occur during the Open Auction through the use of your credentials.  We reserve the right to suspend or block your access to the Open Auction upon suspicion of any unauthorised access or use, or any attempted access or use, by anyone associated with your credentials.

11. Indemnification

1. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Foundation and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Foundation Parties”) from and against all actual and threatened claims, lawsuits, demands, actions, investigations (whether formal or informal), liabilities, obligations, judgments, damages, penalties, interests, fees, losses, expenses (including attorneysʼ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether claimed by Foundation Parties or third parties including governmental authorities, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively “Claims”) arising from or relating to (i) your acquisition or use of Tokens, (ii) the performance or non-performance of your responsibilities or obligations under these Terms, (iii) your breach or violation of these Terms, (iv) any inaccuracy in any representation or warranty made by you, (v) your violation of any rights (including, but not limited to, intellectual property rights) of any other person or entity or (vi) any act or omission of yours that is negligent, unlawful, or constitutes willful misconduct. This foregoing indemnity is in addition to, and not in lieu of, any other remedies that may be available to the Foundation Parties under applicable law.
2. The Foundation reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 11(A). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Foundation.

12. Disclaimers

1. It is your responsibility to check whether the Tokens meet your purposes or needs. We do not promise or guarantee that the Tokens will fulfil any particular purposes or needs that you may have. 
2. Except for the Token descriptions set out in these Terms and any other documents we have provided to you, we do not promise or guarantee that the Tokens will meet any specific requirements or specifications. 
3. While we will use reasonable care and skill to keep the Open Auction available, we do not promise or guarantee that it will be uninterrupted or always accessible. We do not accept liability for any losses you may suffer due to such interruptions or inaccessibility.
4. While we take reasonable steps to protect the security of the Open Auction and the Tokens, we do not promise that they are free from viruses, malware, and other digital security threats. You should take standard precautions to protect yourself, your systems, your equipment, and your Ethereum wallet from such threats.
5. We are not responsible for any interruption to or inaccessibility of the Open Auction due to network problems or outages or other third-party infrastructure that we rely on to provide the services.
6. NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED ANY OF THE INFORMATION SET FORTH IN THESE TERMS OR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE FOUNDATION. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN UNDER THE LAWS, REGULATORY REQUIREMENTS, OR RULES OF ANY JURISDICTION.
7. NEITHER THESE TERMS NOR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE FOUNDATION CONSTITUTES A PROSPECTUS OR OFFERING DOCUMENT AND IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION.
8. THE LAWS OF CERTAIN JURISDICTIONS, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

13. Limitation of Liability

This section limits the liability that we accept, and the types of damages that you may be able to recover from us. Please read it carefully.

1. We do not exclude or restrict our liability in any way that would be unlawful (including our liability for any death or personal injury caused by our negligence, or for any fraud or fraudulent misrepresentation by us, our employees or directors). The exclusions and limitations below are all subject to this statement. References to liability in this section include every kind of liability arising under or in connection with these Terms, including liability in contract, tort (including negligence), or otherwise.
2. We are not responsible and do not accept liability for loss or damage that is not ‘foreseeable’. Loss or damage is ‘foreseeable’ if either it is obvious that it will happen or if, at the time you agree to these Terms, both you and we are aware that it might occur.
3. We are not liable to you for any failure to perform our responsibilities:

1. due to any abnormal or unforeseeable event outside our reasonable control (including but not limited to acts of terrorism, significant weather-related events such as major floods, general strikes, general Internet outages, or epidemics or pandemics) and despite us having taken reasonable precautions against such events; or
2. where performing our responsibilities would put us in breach of applicable law (e.g., where we have reasonable grounds to suspect that the Open Auction or Tokens are being used for fraud).

4. We do not accept liability for losses you may suffer as a result of your failure to provide us with accurate information or to comply with these Terms, or your inability to pay any network fees to third parties to redeem Tokens.
5. Our total liability to you arising from, or in connection with, these Terms shall not exceed the lesser of (i) the amount you pay to us for the Tokens or (ii) $10,000.

14. Release

To the fullest extent permitted by applicable law, You are responsible for your interactions with other users on or through the Aztec Network and Aztec Governance and if you have a dispute with one or more holders of Tokens or users of the Aztec Network or Aztec Governance, you acknowledge that We (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) will not be liable for any claims, demands or damages arising out of such disputes.  

15. Dispute Resolution; Arbitration

This Section 15 only applies if you reside in the United States. 

1. Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Foundation (i) waive your and the Foundationʼs respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and the Foundationʼs respective rights to a jury trial. Instead, you and the Foundation will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
2. No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and the Foundation and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
3. Notice; Informal Dispute Resolution.  Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally.  Notice to the Foundation shall be sent by e- mail to the Foundation at sale@aztec.foundation .  Notice to you shall be by email to the then- current email address registered with the Foundation.  Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking.  If you and the Foundation cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or the Foundation may, as appropriate and in accordance with this Section 15, commence an arbitration proceeding or, to the extent specifically provided for in Section 15(A), file a claim in court.
4. Process. The parties shall try to resolve all Disputes by negotiation. This entails that one party invites the other in writing to a meeting and to attempt to resolve the Dispute within 7 (seven) days from date of the written invitation. Failing such a resolution, the Dispute, if arbitrable in law, shall be finally resolved in accordance with the JAMS Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect by an arbitrator or arbitrators appointed by the Foundation.  Such arbitration will be final and binding.  Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Foundation will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding.
5. Authority of Arbitrator. As limited by the JAMS Rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
6. Severability of Dispute Resolution; Arbitration. If any term, clause or provision of this Section 15 is held invalid or unenforceable, it will be held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 15 will remain valid and enforceable. Further, the waivers set forth in Section 15(B) are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
7. Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to sale@aztec.foundation. The notice must be sent to the Company within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies.  You may not opt out of only the class action waiver and not also the arbitration provisions.  If you opt-out of these arbitration provisions, the Company also will not be bound by them. 

16. Governing Law and Venue

1. These Terms will be governed by and construed and enforced in accordance with the laws of England and Wales, without regard to conflict of law rules or principles (whether of England and Wales or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. However, any additional, mandatory consumer rights and protections that you are entitled to under the laws of the country in which you reside will also apply. Any Dispute between the Parties arising out of or relating to these Terms that is not subject to arbitration or cannot be heard in small claims court will be resolved and filed only in the courts of England and Wales, or, if you do not reside in England or Wales, you may be able to bring a claim in your local courts from the country where you reside (for example, if you reside in the European Economic Area or elsewhere in the United Kingdom).  If you reside in the United States, please refer to Section 15 above.

17. Severability

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

18. Miscellaneous

These Terms constitute the entire agreement between you and us relating to your purchase of Tokens from us.  We may make changes to these Terms from time to time, including as reasonably required to comply with applicable law or regulation; however, we will not make changes to these Terms following the start of the Genesis Sequencer Sale.  If we make changes to these Terms, we will give you reasonable advance notice (except where this is not possible due to the need to implement changes immediately, e.g., for security reasons) and include the date of the update. Your continued participation in the Open Auction after the changes take effect amounts to your acceptance of the updated Terms.

We may assign our rights and obligations under these Terms provided that this shall not affect your rights or recourse. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third- party beneficiary rights upon any other person or entity.  You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.