terms and conditions relating to the symbol ......2020/09/09 · last updated – 09 sept 2020...

NEM Group Ltd. Suite 7, Hadfield House Library Street, Gibraltar

W: nem.io E: [email protected]

TERMS AND CONDITIONS RELATING TO THE SYMBOL MIGRATION

AND TOKENOMICS PROPOSAL – POST LAUNCH PARTICIPATION RULES

Version 1.0

Last updated – 09 Sept 2020

THESE TERMS AND CONDITIONS (“POST-LAUNCH PARTICIPATION RULES”) APPLY TO EACH PROSPECTIVE HOLDER OF XYM TOKENS (“XYM”) WHO HAS OPTED IN TO PARTICIPATE IN THE SYMBOL PROJECT IN ACCORDANCE WITH CLAUSE 7 OF THE TERMS AND CONDITIONS RELATING TO THE SYMBOL MIGRATION AND TOKENOMICS PROPOSAL DATED December 2019 (“SYMBOL TERMS”).

BY PARTICIPATING IN THE SYMBOL PROJECT, YOU WILL BE BOUND BY THESE TERMS AND BY ALL OF THE TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE, INCLUDING THE SYMBOL TERMS. THESE TERMS, THEREFORE, ARE A BINDING CONTRACT BETWEEN YOU AND SYMBOL CHAIN LIMITED.

PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PARTICIPATE IN THE SYMBOL PROJECT.

YOU AND THE COMPANY HEREBY AGREE AS FOLLOWS:

1. Parties to these Terms

1.1 SYMBOL CHAIN LIMITED, a company incorporated and registered in Gibraltar under number 120015 and with its registered address at Suite 7, Hadfield House, Library Street, Gibraltar, GX11 1AA (“Company”, “we”, “us” or “our” as the context may require) and its successors in interests and assigns.

1.2 The natural or legal person who/which agrees to participate in the Symbol Project, who is eligible in accordance with paragraph 5 of the Symbol Terms and has “opted in” to Symbol in accordance with clause 7 of the Symbol Terms and clause 4 below (“Participant”, “you” or “your” as the context may require).

In these Post Launch Participation Rules, you and the Company are hereinafter collectively referred to as the “Parties” and each individually as a “Party” as the context may require.

If you have any questions relating to these Terms, please contact us at [email protected].

2. The Post Launch Participation Rules and the Symbol Terms

2.1 These Post Launch Participation Rules are the terms referred to in clause 7 of the Symbol Terms a copy of which is set out below for ease of reference:

“7. Steps required to participate in the Symbol Project for opt-in after Snapshot



7.1 NIS1 Account Holders who are eligible in accordance with clause 5 to participate in the Symbol Project at the time of the Snapshot, but who fail to “opt-in” before the Snapshot, may opt in to participate in the Symbol Project and claim an allocation of XYM from the Unclaimed XYM in the Trust within 6 years of the Snapshot. The Unclaimed XYM which are not claimed by the end of such 6 year period will be burned.

7.2 Rules for participating in the Symbol Project by opt-in after the Snapshot will be finalised

and published on the Symbol Launch Single Source of Information (“Post Launch Participation Rules”). If you “opt in” after the Snapshot, you agree to be bound by these Terms and by the Post-Launch Participation Rules.

7.3 An account which opts in after the Snapshot will not be allocated XYM, or have any NIS1

Account Data included in the Migration, at the Launch. The timing and process for the a Post-Launch Allocation and Migration of NIS1 Account Data following Launch (“Post-Launch Migration”) to holders of NIS1 Accounts that opt-in after the Snapshot will be set out in the Post-Launch Participation Rules, or otherwise published on the Symbol Launch Single Source of Information. Neither the Company, nor any of the Company Indemnified Parties (as defined below), accept any responsibility for any loss or damage (whosoever caused) as a consequence of an NIS1 Account Holder opting-into the Symbol Project after Snapshot, including (but without limitation) losses as a result of: (a) the value of XYM falling between Launch and the time at which XYM is distributed

under the Post-Launch Participation Rules; or (b) being unable to register a root Namespace due to someone else registering it on

Symbol prior to post Launch Allocation occurring. 7.4 Accounts that opt-in and participate in the Symbol Project in accordance with the Post-

Launch Participation Rules will not be entitled to retrospective participation in the Symbol Project (and, in particular, the Tokenomics rules), and will not be entitled to any compensation for any losses as a result of the lapse in time between Launch and the time at which such NIS1 Accounts are allocated and distributed XYM and become participants in the Symbol Project.”

2.2 These Post Launch Participation Rules are to be read as part of the Symbol Terms, and the Symbol

Terms continue to be binding on each NIS1 Account Holder who opts-in accordance with clause 7 of the Symbol Terms and clause 4 below.

2.3 These Post Launch Participation Rules are a part of and supplementary to, and do not replace, the Symbol Terms. The terms of the Symbol Terms also apply to these Post-Launch Participation Rules as if they were set out in full and repeated here, including (without limiting the generality of the foregoing) as set out clause 5 below. In case of any inconsistency, the Symbol Terms are to be given precedence.

2.4 The definitions in the Symbol Terms also apply in these Post-Launch Participation Rules.

3. Post Launch Allocation

3.1 Following the Launch, the Company will transfer to the Trust an amount of XYM tokens at least equalling the Unclaimed XYM, to a trustee in accordance with the terms of the Trust.



3.2 An NIS1 Account Holder that wishes to participate in the Symbol Project and be allocated XYM in the Post Launch Allocation from the Trust must meet the eligibility requirements in clause 5 of the Symbol Terms, and opt in to the Symbol Project in accordance with clause 7 of the Symbol Terms and clause 4 below.

4. The Post Launch Allocation Claim

4.1 Where an eligible NIS1 Account Holder wishes to opt-in to the Symbol Project after the Launch in accordance with clause 7 of the Symbol Terms, the Company will follow the process set out below in assessing a claim of one or more NIS1 Account Holder(s) to be entitled to an allocation of XYM and to participate in the Symbol Project:

4.2 Initial Claim: In order to opt-in, NIS1 Account Holders who are eligible in accordance with clause 5 of the Symbol Terms must opt in using one of the methods set out in clauses 6.2 and 6.3 of the Symbol Terms to make an “Initial Claim” to be opted-in and receive an allocation and distribution of Unclaimed XYM (on a one to one basis as to the XEM balance in the relevant NIS1 Account) and become entitled to participate in the Symbol Project (including the Tokenomics thereof). An NIS1 Account Holder who is eligible to opt-in in accordance with clause 5 of the Symbol Terms, but has not opted in before the Snapshot, may opt in pursuant to clause 7 up to 6 years from the date of the Snapshot.

4.3 Claim Review: Upon receipt of an Initial Claim, the Company will carry out a review of the Initial Claim.

The Claim Review will determine whether, in the opinion of the Company, the NIS1 Account is eligible to participate in the Symbol Project in accordance with clause 5 of the Symbol Terms and has successfully opted-in in accordance with this clause 4. The process and procedures of the Claim Review will be for the Company to determine in its absolute discretion, and you agree that neither the Company nor any of the Company Indemnified Parties will have any liability to you for any loss arising out of the Claim Review, however caused.

4.4 Resolution: Following the Claim Review, the Company may inform the NIS1 Account Holder by

blockchain message to the NIS1 Account from which the Initial Claim was received whether the Initial Claim is accepted or not. If an Initial Claim is rejected, the NIS1 Account Holder will be permitted to remedy any issue and remake an Initial Claim (“Further Initial Claim”).

4.5 Appeal: If the Initial Claim has been rejected, and the NIS1 Account Holder has been unable to

remedy any issue and make a successful Further Initial Claim, the NIS1 Account Holder may appeal by giving notice in an online form which will be made available on the Symbol Launch Single Source of Information. If the NIS1 Account Holder’s Appeal is rejected, then the NIS1 Account Holder shall have no claim to participation in the Symbol Project, including no claim to any allocation of XYM or participation in the Tokenomics thereof. The Company’s decision in a relevant Appeal shall be final, and no person shall have any further right of appeal. The process and procedures of the Appeal will be for the Company to determine in its absolute discretion, and you agree that the Company will have no liability to you for any loss arising out of the Appeal, however caused.

4.6 Company’s Right to Reject Claims: The Company may, in its absolute discretion and without

providing reasons, refuse or reject any Initial Claim where the Company considers that the Initial Claim is unlawful for any reason, or is not in accordance with these Post Launch Participation Rules or the Symbol Terms. Where the Company so exercises its discretion, the NIS1 Account that made the Initial Claim will continue to hold XEM but will not be allocated XYM under the Post Launch Allocation and will not participate in the Symbol Project. Neither the Company, nor any of the Company Indemnified



Parties, will have any liability to anyone for any loss arising out of the exercise this discretion, howsoever caused.

4.7 XYM Allocation: NIS1 Account Holders who have had Initial Claims accepted, or Appeals that have

been accepted, will, once an NIS1 Account has been successfully “opted-in” to the Symbol Project:

4.7.1 have the NIS1 Account Data (that is reasonably able to be migrated by the time of the Post Launch Allocation) associated with the NIS1 Account migrated to the Symbol Blockchain;

4.7.2 be allocated XYM to a new Symbol account in the Allocation; and 4.7.3 participate in the Tokenomics thereof from the time of the allocation of XYM to them.

5. Other Express Terms

5.1 Without derogating from the generality of clause 2 of these Post-Launch Participation Rules, the following Symbol Terms also expressly govern the interpretation of these Post Launch Participation Rules: 5.1.1 Clause 21 (personal data); 5.1.2 Clause 22 (dispute resolution, governing law); 5.1.3 Clause 23 (miscellaneous); and 5.1.4 Clause 24 (interpretation).

5.2 Good Faith Negotiation: If a dispute arises between the Parties about the validity or propriety of

anything done by the Company under these Post Launch Participation Rules, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation in accordance with clause 22 of the Symbol Terms.

terms and conditions relating to the symbol ......2020/09/09 · last updated – 09 sept 2020...

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