NODE SALE

TERMS & CONDITIONS

Effective as of 24 April 2024

Please read these Node Sale Terms and Conditions (these “Terms”) carefully before purchasing an ERC-721 tokens (the “Nodes”) to be used to operate one or more nodes on the Sophon ZK Chain (“Sophon”). By checking the box “I agree,” purchasing one or more Nodes or otherwise accessing or using a Node, you agree that you have read, understood, and accepted all of the terms and conditions contained in these Terms. Any reference to the “Company,” “we,” “our,” and their derivatives means Rollup Chains Ltd.

1. Eligibility Requirements. To be eligible to purchase, access or use a Node, you must satisfy each of the following eligibility requirements:

(a) You are at least eighteen (18) years of age, or are the age of majority in the country in which you reside to enter into legally binding agreements under applicable law;

(b) You are not, nor are you an entity that is, or an entity owned or controlled by any person or entity that is, or conducting any activities itself or on behalf of any person or entity that is: (i) a “U.S. person” as defined in Rule 902 of Regulation S (ii) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State or any other governmental authority with jurisdiction over the party; (iii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or (iv) located, organized, or resident in a country or territory that is, or whose government is, the subject of economic sanctions by the US, EU or UN (each, a “Restricted Person”); and

(c) You complete requisite know-your-customer (“KYC”) checks to the satisfaction of the Company or a third-party KYC provider engaged by the Company and in accordance with applicable anti-money laundering (“AML”) and counter terrorist financing (“CTF”) regulations, including, but not limited to, by providing personal data such as your legal name, date of birth, address, and a copy of your government-issued identification such as a passport or driver’s license.

To the extent that you are unable or unwilling to complete KYC checks in accordance with applicable AML and CTF regulations, or if you are a Restricted Person or under the age of majority in the country in which you reside, the Company reserves the right to cancel your purchase of the Nodes and refund your payment to you without recourse to the Company.

2. Use of Nodes.

(a) Subject to the terms and conditions of these Terms, you may use the Nodes to contribute to the maintenance and integrity of Sophon’s decentralized infrastructure.

(b) In order to operate a Node, you will need to connect a Sophon compatible third-party blockchain wallet (“Wallet”). You are solely responsible for maintaining the security of your Wallet, including any associated credentials, private key, and seed phrase. We do not offer Wallet software or custody of any crypto assets on behalf of you. Furthermore, in no event shall we transfer, exchange, safekeep, or administrate any crypto assets on behalf of you. Your use of a third-party Wallet is subject to separate terms and conditions established by the Wallet provider.

(c) You may receive units of Sophon’s native token (“$SOPH Tokens”) from Sophon as a reward for contributing to the security of Sophon (“Network Rewards”). All such Network Rewards are programmatically distributed to Node operators by Sophon or any relevant smart contract system on Sophon. Additionally, some or all of your Network Rewards may be programmatically destroyed as a penalty imposed by Sophon or the relevant smart contract system on Sophon (a “Slashing Penalty”) in certain instances. Please refer to the Sophon documentation for more details. We are not responsible or liable for any Network Rewards or Slashing Penalties that result from your use of the Nodes. We will not be liable for any acts or omissions by you in connection with your Wallet or as a result of any cyber incident or security vulnerability that impacts your Wallet.

3. Lock-Up Terms. From the time the Nodes are received by you, each Node will be subject to a programmatic absolute bar on transfers, sales, and dispositions until the 12-month anniversary of the generation event of the Nodes (the “Transfer Restrictions”). Thereafter, the Nodes will be released from the Transfer Restrictions in their entirety such that you may transfer and dispose of the Nodes at your discretion. For the avoidance of any doubt, the Nodes may be used for checker (validator) activities that secure Sophon while subject to the Transfer Restrictions.

4. Intellectual Property. All aspects of any intellectual property rights owned by us, including, without limitation, any works of authorship, trademarks, features, or functionality, and other intellectual property owned by us (collectively, “IP”), are owned by ourselves, our affiliates, licensors, or other providers of such material and are protected by applicable copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. “Sophon” and all related names, logos, product and service names, designs, and slogans are trademarks of ourselves or our affiliates or licensors. You are not permitted to use such marks without the prior written permission of us, and we reserve all rights.

5. Prohibited Activities. You may use the Nodes only for lawful purposes and in accordance with these Terms. You agree that your use of the Nodes is at your own risk and that you will not use the Nodes to violate any applicable law, regulation, or instructions as outlined in these Terms, and you will not encourage or enable any other individual to do so.

In addition to the above obligations, you agree not to:

(a) engage in any activities that negatively affect the technical performance of the Nodes or Sophon, bypass or circumvent security features of the Nodes or Sophon, or otherwise disrupt or interfere with the functioning of the Nodes or Sophon;

(b) access data not intended for you or logging onto a server or an account which you are not authorized to access;

(d) attempt to probe, scan, or test the vulnerability of the Nodes or Sophon, or to breach security or authentication measures without prior written authorization from the Company;

(e) attempt to interfere with service to any Node operator, host, or network, including, without limitation, via means of submitting any malware or computer programming routines that may damage, disrupt, interfere with, intercept, or expropriate any system or data, or overloading, “flooding,” “spamming,” “mailbombing,” or “crashing” the Nodes or Sophon;

(f) forge any transmission control protocol/Internet protocol packet header or any part of the header information in any email or posting;

(g) willfully provide false, misleading, or inaccurate information to Sophon;

(h) otherwise violate or attempt to violate the security or proper working of the Nodes or Sophon;

(i) disassemble, decompile, reverse engineer, or use any other means to attempt to discover any source code of the Nodes;

(j) knowingly introduce into the Nodes or Sophon any malicious code, computer virus, spyware, scareware, Trojan horses, worms, malware, or any other similar harmful, malicious, or hidden programs or data;

(k) use the Nodes or Sophon to infringe upon, violate, or misappropriate any third party’s intellectual property rights;

(l) use the Nodes or Sophon to engage in illegal activity of any kind, including, without limitation, any activity that would violate, or assist in violation of, any law, statute, ordinance, regulation, or sanctions programs administered under any applicable law, including, without limitation, the U.S. Department of Treasury’s Office of Foreign Assets Control, or which would involve proceeds of any unlawful activity;

(m) engage in any activity that may be defamatory, trade libelous, threatening, or harassing, or may result in injury, death, property damage, nuisance, or liability of any kind; and

(n) authorize or permit any third party to engage in any of the foregoing.

For the avoidance of doubt, the restrictions set forth in this Section are in addition to, and in no way limit, any other restrictions or obligations applicable to you set forth in these Terms.

6. Risks.

You acknowledge that the Nodes and Sophon incorporate experimental and novel technology and that the use of such technology involves a high degree of risk. For example, there are numerous reasons the Nodes or Sophon could fail in an unexpected way, resulting in the total and absolute loss of your $SOPH Tokens or other crypto assets held on Sophon. You hereby agree that you assume all risks in connection with your use of the Nodes and Sophon and expressly waive and release the Company from any and all liability, claims, causes of action, or damages arising out of or in any way relating to you obtaining or using the Nodes and Sophon.

You understand and accept the risk of operational challenges related to the Nodes and Sophon. For example, Sophon may experience cyber-attacks, unexpected surges in transaction volume or activity, or other operational or technical difficulties or vulnerabilities that may cause interruptions related to your use of the Nodes or Sophon. You agree to accept the risk of a failure of the Nodes or Sophon resulting from unanticipated or heightened technical difficulties or vulnerabilities, including those resulting from cyber-attacks. You agree not to hold the Company accountable for any related losses.

You understand that, as of the date of the sale of the Nodes to you, Sophon remains under development and that there is a risk that Sophon will not launch at all.

You agree that the Company is not responsible for any $SOPH Tokens or other crypto assets that you receive, transfer, hold, stake, lose, or otherwise use or misuse in connection with the Nodes or Sophon.

Legal and regulatory requirements applicable to use of the Nodes may vary from jurisdiction to jurisdiction. You acknowledge and agree that you are solely responsible for evaluating the legality of using the Nodes in your jurisdiction. The Company is not responsible for determining whether or which laws and regulations may apply to you or your use of the Nodes.

7. Disclaimer of Warranties.

You expressly agree that your use of the Nodes and Sophon is at your sole risk. The Nodes and Sophon and all software, information, content, materials, and products included in or otherwise made available to you through the Nodes and Sophon are each provided by the Company on an “as is” and “as available” basis.

To the fullest extent permitted by applicable law, the Company disclaims all warranties of any kind, whether express or implied, statutory or otherwise, including, without limitation any warranties of merchantability, non-infringement, and fitness for particular purpose and any warranties arising from a course of dealing, course of performance, or usage of trade. Without limiting the foregoing, neither the Company nor anyone associated with the Company represents or warrants that the Nodes, Sophon, or electronic communications sent from the Company regarding the Nodes or Sophon will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that the foregoing will be free of viruses or other harmful components, or that the Nodes or Sophon will otherwise meet your needs or expectations.

8. Limitation of Liability.

To the fullest extent permitted under applicable law, in no event will the Company Parties (defined below) be liable for damages of any kind, under any legal theory, arising out of or in connection with these Terms or relating to the Nodes or Sophon, including any indirect, special, incidental, consequential, exemplary, or punitive damages, including, without limitation, personal injury, pain and suffering, emotional distress, diminution in value, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.

To the fullest extent permitted under applicable law, in no event will the Company’s total liability arising out of or in connection with these Terms or relating to the Nodes or Sophon exceed one hundred United States Dollars ($100.00). The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between the Company and you.

9. Indemnification.

You agree, at your own expense, to indemnify, defend, and hold harmless the Company and its affiliates, licensors, and service providers, and its and their respective owners, members, agents, directors, officers, employees, contractors, agents, licensors, suppliers, representatives, affiliates, successors, and assigns (collectively, “Company Parties”) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or in connection with your breach of these Terms, your violation of any law or regulation, or your use of the Nodes. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defense.

If you have a dispute with one or more users of the Nodes or other third parties, you release the Company Parties from all claims, liabilities, damages, losses, costs, expenses, or fees of every kind and nature arising out of or in any way connected with such disputes.

10. Binding Individual Arbitration.

Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration (“LCIA”), which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitration shall be English. You and the Company agree to submit all Disputes between you and the Company to individual binding arbitration. “Dispute” means any dispute, claim, or controversy between you and the Company that relates to these Terms, the Nodes, or Sophon, including, without limitation, the validity, enforceability, or scope of this Section 10.

Time Limit. If a Dispute must be arbitrated, you or the Company must start arbitration of the Dispute within one (1) year from when the Dispute first arose. If applicable law requires you to bring a claim for a Dispute sooner than one (1) year after the Dispute first arose, you must start arbitration in that earlier time period. The Company encourages you to tell us about a Dispute as soon as possible so we can work to resolve it. The failure to provide timely notice will bar all claims.

Prevailing Party. In any Dispute, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

Injunctions. Any material breach by you of these Terms could cause the Company irreparable harm for which it has no adequate remedies at law. Accordingly, the Company is entitled to seek specific performance or injunctive relief for any such breach. Nothing in this Section 10 will preclude the Company from seeking specific performance or injunctive relief from a court of appropriate jurisdiction.

11. Termination.

We may terminate these Terms, at our sole discretion, at any time and without notice to you. This Section 11 (Termination) and Sections 4 (Intellectual Property), 6 (Risks), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnification), 10 (Binding Individual Arbitration) and 12 (General Provisions) will survive such termination.

12. General Provisions.

Governing Law. All matters relating to the Nodes, Sophon, or these Terms and any related Dispute will be solely and exclusively governed, construed, and enforced in accordance with the laws of the British Virgin Islands, without giving effect to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.

Electronic Communications and Notices. By accessing or using the Nodes, you consent to receive electronic communications. The Company may provide you with notice and other communications via electronic communications. All notices will be deemed effective upon dispatch.

Waivers. For a waiver to be deemed effective, the waiver must be in a writing signed by the Company. No waiver by the Company of any term or condition set out in these Terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms will not constitute a waiver of such right or provision.

Cumulative Rights. The rights and remedies of the parties under these Terms are cumulative, and each party may exercise any of its rights and enforce any of its remedies under these Terms, along with all other rights and remedies available to it at law, in equity, or otherwise.

Severability. If any provision of these Terms is declared to be invalid, illegal, or unenforceable by a court of competent jurisdiction, then the validity, legality, and enforceability of the remaining provisions contained herein will not be affected thereby, and the remainder of the provisions of these Terms will remain valid, legal, and enforceable to the fullest extent permitted by law.

Force Majeure. The Company will have no liability for any failure or delay resulting from any condition beyond our reasonable control, including, without limitation, governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, and Internet or blockchain network disturbances.

Successors and Assigns. You may not transfer or assign these Terms or any rights or obligations hereunder, by operation of law or otherwise, and any such attempted assignment will be void. The Company reserves the right to freely transfer or assign these Terms and the rights and obligations hereunder to any third party at any time without your consent and prior notice to you. If you object to any such transfer or assignment, you may stop accessing and using the Nodes.

Relationship of the Parties. Nothing contained in these Terms will constitute you and the Company as members of any partnership, joint venture, association, syndicate, unincorporated business, or similar assignment as a result of or by virtue of the relationship established by these Terms.

Third-Party Beneficiaries. The Company designates its affiliates as third-party beneficiaries having the right to enforce these Terms. No other person will assert any rights as a third-party beneficiary hereunder.

Amendments. These Terms may be modified or revised at any time, with or without prior notice to you. You waive any right you may have to receive specific notice of such modifications or revisions. The most current version of these Terms will be posted on https://www.sophon.xyz/ or any sub-URL of such a website (the “Website”) with the “Effective Date” revised at the top. Any modifications or revisions will be effective immediately upon posting the modifications or revisions to the Website. You are expected to check the Website from time to time, so you are aware of any changes. If you continue to access or use the Nodes, or purchase, access, or use a Node, following the posting of revised version of these Terms, you are signifying that you accept and agree to the changes. If you do not agree to these Terms then in effect, you must immediately discontinue access to and use of the Nodes.

Entire Understanding. These Terms constitute the entire understanding between you and the Company, and supersedes all previous communications, understandings, representations, warranties, or agreements, whether written or oral, with respect to the subject matter hereof.