XMAQUINA

Terms & Conditions

Last Updated: September 4, 2026

Version: 2.0

Previous Version: pending

Introduction

General

These Terms govern your access to and use of the Website, Communication Channels, and XMAQUINA Materials. These Terms is a mandatory, legally binding document that all Website and Communication Channels visitors, including MachineDAO members, must follow. Certain sections, interfaces, features, or functionality of the Website may be provided by an Affiliate. These Terms will apply to your access to and use of any such sections, interfaces, features, or functionality, and the relevant Affiliate may also provide additional terms that apply thereto.

Acceptance

By using the Website, engaging with the Communication Channels, reviewing the XMAQUINA Materials, using staking functionality, or clicking “I accept” (or a similar) checkbox referring to these Terms, you confirm that you have read, understood, and agree to these Terms, which constitute a legally binding document. If you do not agree, you must stop using the Website and engaging with the Communication Channels immediately. If you are acting on behalf of an entity, you confirm that you are authorised to accept and agree to these Terms on both its behalf and your own.

Personal Data

Your personal data is processed in accordance with the XMAQUINA Privacy Notice.

Modification

These Terms may be modified, supplemented, or updated from time to time without your consent or prior notice. In this case, the “Last Updated” date and version number at the top of these Terms will be updated accordingly. The updated Terms will automatically replace and supersede the previous version upon publication, taking immediate effect. By continuing to use the Website, you confirm your acceptance of the updated Terms. It is your responsibility to review these Terms regularly to stay informed of any changes. If you do not agree to the amended Terms, you must immediately stop accessing or using the Website.

Interpretation

Capitalised terms used herein and rules of interpretation are defined in the Interpretation Section.

Eligibility; Updates and Availability

Eligibility Criteria

To use certain Website functionality, such as, for instance, submitting a Project for funding, you must meet the following requirements: (i) be capable of entering into a legally binding agreement; (ii) not be a Prohibited Person or acting on its behalf; (iii) be at least 18 years old or of legal age in your jurisdiction; (iv) if representing an entity, have proper authorisation and confirm the entity is properly existing; and (v) fully comply with these Terms. If you do not meet these criteria, you must not use the respective Website functionality until you do. Certain Website functionality may be subject to additional requirements, for example acquiring, holding or otherwise interacting with RCM Note Tokens may require you to complete and pass KYC/KYB Checks, sign applicable legal documents, and satisfy other requirements.

Updates and Availability

The Website, including its technical infrastructure, software, security protocols and technical configurations, may be updated or modified at any time without prior notice. The Website or its components may also become inaccessible or inoperable due to maintenance, updates, disruptions, cyberattacks, technical issues, Force Majeure Circumstances, unavailability of Third-Party Services, and so forth. Access may also be limited, suspended, or restricted with immediate effect and without notification and liability, regardless of reason, including if you violate these Terms or applicable laws, create legal exposure for us or Affiliates, or are identified as a Prohibited Person or act on their behalf. The Website may integrate software, solutions, or tools to identify Prohibited Persons or users violating these Terms or laws. You must comply with all limitations outlined in these Terms and not attempt to circumvent or bypass them.

Access Restrictions for Prohibited Jurisdictions

We may, at any time and without notice or liability, restrict, suspend, block or refuse access to the Website or any part of it, including any interface, page, functionality, for users located in, resident in, organised under the laws of, or otherwise connected with a Prohibited Jurisdiction. Such restrictions may be applied to the whole Website or only to specific sections, pages or interfaces. You must not access or attempt to access the Website or any restricted part of it from a Prohibited Jurisdiction, or circumvent or attempt to circumvent any access restrictions.

RCM Note Tokens

Before acquiring, holding or otherwise interacting with any RCM Note Token, you must carefully read and understand the applicable RCM Note Token Documentation. The RCM Note Token is governed by the RCM Note Token Documentation, not by these Terms. In the event of any inconsistency or conflict between these Terms and the applicable RCM Note Token Documentation in relation to any RCM Note Token, the RCM Note Token Documentation shall prevail. Any information concerning a particular RCM Note Token must be determined by reference to the applicable RCM Note Token Documentation. You must not acquire, hold, transfer or otherwise interact with any RCM Note Token if you do not understand or cannot accept the applicable RCM Note Token Documentation. RCM Note Tokens are issued solely by the applicable Issuer, and we do not issue, guarantee, underwrite or assume any responsibility or liability for any RCM Note Token, the related issuance, subscription, allocation, redemption, distribution, payment or other Issuer-side action, unless expressly stated otherwise in the applicable RCM Note Token Documentation. Any person who acquires an RCM Note Token through a secondary-market transaction is deemed, by such acquisition, to have read and accepted the applicable RCM Note Token Documentation, and to have given, in full and without abridgement, the representations, covenants and acknowledgements that the conditions of the Notes deem a secondary acquirer to give. Access to the section of the Website on which the RCM Note Token Documentation is published is subject to the legal notice presented on entry to that section. Acceptance of these Terms is not acceptance of the RCM Note Token Documentation. On a primary subscription, a subscriber first receives a non-transferable digital receipt evidencing a subscribed but unissued entitlement, and the RCM Note Token is issued only after the expiry of the applicable distribution compliance period and against the certification required by the RCM Note Token Documentation.

Staking

General

The Website may enable you to stake, lock or otherwise commit Tokens or other supported Virtual Assets in order to access certain voting functionality, receive certain rewards or for other purposes as may be described on the Website, in the XMAQUINA Materials or Communication Channels. The availability and conditions of staking may be changed, suspended or discontinued at any time.

Smart-Contracts

Staking will be handled by smart-contracts, which are autonomous self-executing contracts deployed on blockchain networks. Smart-contracts may operate autonomously and in a decentralised manner. We do not control smart-contracts and the underlying blockchain networks used for staking. All main terms and rules for staking may be set by the relevant smart-contracts, as may be supplemented by specific rules of the blockchain network. You are solely responsible for reviewing and understanding the applicable staking terms, risks and applicable terms before staking.

Lock-Up and Unstaking

If staking requires Tokens or other Virtual Assets to be locked for a certain period, you may not be able to use, transfer, withdraw, claim, redeem or otherwise dispose of them until the relevant period ends. If you unstake or otherwise terminate staking, you may become ineligible to receive certain rewards.

No Rewards Guarantee

The staked Tokens or other Virtual Assets may accrue certain rewards by the applicable smart-contracts. Any reward or other figures shown on the Website or in the XMAQUINA Materials are indicative and non-binding estimates only. We do not guarantee any staking rewards, smart-contract performance or other outcome.

Projects and Project Materials

Application

You may submit or refer a Project to the MachineDAO for funding by completing the application process and following the instructions provided on the Website or otherwise. All applications will be reviewed by the MachineDAO, its designated scoring committee, or other authorised persons appointed by the MachineDAO for these purposes, as the case may be. You acknowledge that the number of Projects eligible to apply for funding may be limited, and the MachineDAO may introduce or modify application criteria, requirements, or other parameters for the Projects at any time. The final decision on whether a Project is accepted and may be presented for a MachineDAO governance vote for funding lies solely with the MachineDAO, its designated scoring committee, or other authorised persons appointed by the MachineDAO for these purposes, as the case may be, and cannot be disputed by you.

Due Diligence

Each Project and its representative may be subject to legal, technical, and other due diligence checks, including the KYC/KYB Checks. To facilitate this process, you must promptly provide all requested Project Materials and other assistance. Upon our request, the respective Project representatives must undergo and pass the KYC/KYB Checks within the term reasonably determined by us. When undergoing the KYC/KYB Checks, you must provide only true, complete, accurate, correct, up-to-date, and not misleading information and documents requested. You hereby authorise us or our engaged third-party service providers to verify and validate the submitted information. The final decision on whether a Project or its representatives pass the due diligence process rests with us and cannot be challenged or disputed by you.

Project Materials

We do not prepare the Project Materials, and we are not responsible for them. Our understanding of each Project is based on the Project Materials provided, which are made available on an “as is” and “as available” basis. While we strive to take reasonable steps to conduct due diligence on each Project, there is no guarantee that the Project Materials are complete, accurate, timely, non-misleading, or up-to-date. To make informed decisions about any Project, you must conduct your own thorough research.

Projects: No Endorsements or Guarantees

We make no express or implied warranties regarding the Projects or the Project Materials. The presentation of any Project for a MachineDAO governance vote or its approval for funding does not constitute an endorsement, recommendation, or solicitation to use, contribute to or interact with any Project. We provide no guarantees or representations regarding the Projects, including their profitability or that they will be further developed, operated or maintained. Each Project may be pivoted at any time. It is your responsibility to conduct your own thorough due diligence before voting, using, contributing to, or engaging with any Project.

Intellectual Property and Proprietary Rights

General

You do not gain any rights in or to the Intellectual Property, which remains fully owned by its respective rights holders, who may restrict its use at any time. You must not obscure, remove, or alter any marks or notices on the Website. All rights not explicitly granted under the Licence or applicable FOSS Licences remain reserved by the respective rights holders.

Licence and FOSS Licences

Subject to your compliance with these Terms, you are hereby granted the Licence. The Licence will remain effective until it is revoked or these Terms terminate or expire. Website items or components distributed under a FOSS Licence are not covered by the Licence and are provided to you under the terms of the applicable FOSS Licences. Your access to and use of the Website must comply with the terms of the Licence and any applicable FOSS Licences.

User Content

You are solely responsible for User Content. By sharing User Content, you (i) warrant that you own all intellectual property rights to it, or otherwise have the right to use it in such a manner, and that your User Content does not violate these Terms, any third-party rights and applicable laws; and (ii) grant us a non-exclusive, royalty-free, irrevocable, perpetual, sub-licensable, worldwide licence to use, display, reproduce, translate, distribute, and assign these rights to third parties, in whole or in part. If User Content violates these Terms or applicable law, (i) we may remove or restrict it, (ii) you may be required to remove it or, (iii) subject to technical feasibility, its visibility may be restricted.

Your Representations and Warranties

By accepting these Terms, you make the following representations and warranties, which must remain true, complete, accurate, and non-misleading at the time of acceptance and throughout your use of the Website, its components, and engaging with the Communication Channels:

Acknowledgement of Terms

You have read and understood these Terms, have the authority to accept them, enter into a binding legal agreement with us, and meet the obligations these Terms outline.

No Conflict

Acceptance of these Terms will not breach or conflict with any court orders, judgments, or existing agreements or arrangements you are bound by.

Entity Representation

If you are acting on behalf of an entity, you confirm that the entity is properly incorporated, registered, and in good standing in its jurisdiction. The entity is responsible for any breach of these Terms by you or its employees, unless you are personally liable under the law. Additionally, accepting these Terms must not breach or conflict with the entity’s organisational documents.

Compliance

Your acceptance of these Terms and engaging with the Communication Channels is in full compliance with all applicable laws. You will meet all tax obligations arising from or in connection with any transactions contemplated hereunder, as well as any acquisition, storage, sale, transfer or other disposal of Virtual Assets, RCM Note Tokens, or use of staking functionality. By submitting a Project for funding, you confirm that the Project and Project Materials do not violate any applicable laws, legal judgments, or third-party rights, including intellectual property rights.

Authorised Wallet and Asset Use

Any Wallet you use in connection with the Website and/or any transactions contemplated hereunder must either be owned by you or used with valid authorisation. Any funds or Virtual Assets involved must be owned by you or used with proper authorisation, originate from legitimate sources, and have been lawfully acquired.

Prohibited Person Status

You are not a Prohibited Person, nor act on behalf or for the benefit of a Prohibited Person.

Transactions

You are solely responsible for all and any operations and transactions with Virtual Assets carried out through your Wallets or otherwise via or in relation to the Website, as well as for their consequences and outcomes.

Risk Acknowledgement for Virtual Assets and RCM Note Tokens

You understand that buying, selling, holding, staking or otherwise using Virtual Assets or RCM Note Tokens involves significant risks, as their prices can change rapidly. The legal status of Virtual Assets is uncertain, and activities involving them may violate laws or regulations of your jurisdiction. You should seek appropriate professional advice before making any decisions regarding Virtual Assets, RCM Note Tokens or related transactions.

Project Profitability

You understand and acknowledge that the Projects may not be profitable, and there is no guarantee of any returns, benefits, or an increase in their value over time.

Expectations

You acknowledge that your MachineDAO membership, Project application, engaging with the Communication Channels, use of the Website and XMAQUINA Materials, acquisition, holding, transfer or use of Virtual Assets or RCM Note Tokens, or use of any staking functionality may not meet your expectations, be fit for a particular purpose, or result in benefits or profitability for you. Your decision to apply, use, or participate is entirely your own. Any expectations of financial gain or other benefits are your sole responsibility, and we disclaim any liability for any loss or damage arising from such expectations.

Independent Decision-Making

You will carefully evaluate, check, and verify any content made available to you through the Communication Channels or otherwise, including any XMAQUINA Materials, Project Materials and Third-Party Content, before using or relying on it in any way. You must not base any decisions solely on information provided in the XMAQUINA Materials or Project Materials. Always conduct your own thorough research and analysis before making any decisions.

Prohibited Activities

You must not conduct or participate in any of the following activities when using the Website or engaging with the Communication Channels, or in connection with the foregoing:

No Disruption and Interference

Do not disrupt, interfere with, or inhibit others from using the Website, its technical infrastructure or software, as well as the Communication Channels. Additionally, you are prohibited from engaging in activities that could disable, impair, or harm the functioning of the Website, its infrastructure, or software.

No Restrictions Circumvention

Do not circumvent or attempt to bypass any access or functionality restrictions or limitations related to the Website.

No Illegal Use

Do not use the Website, Tokens, RCM Note Tokens, staking functionality, or any related technical infrastructure or software for illegal purposes, including but not limited to fraud, terrorism financing, or money laundering.

No Harmful or Malicious Activities

Do not use malware, harmful code, or software, engage in hacker attacks, or exploit any technical glitches, malfunctions, failures, delays, defaults, or security breaches in relation to the Website or associated software.

No Harm to XMAQUINA Parties or Others

Do not use the Website, its technical infrastructure, or software, or engage with the Communication Channels for purposes that are harmful or detrimental to the XMAQUINA Parties or others.

Respect Third-Party Rights

Do not violate any rights of any third person, including intellectual property rights.

No Fraudulent Behaviour

Do not engage in fraudulent activities, including providing false, inaccurate, or misleading information to unlawfully obtain Virtual Assets, funds, or property.

No Harassment and Offensive Conduct

Do not engage in, advocate for, or encourage activities involving threats, harassment, or bullying of any kind. Additionally, you must not share User Content that is offensive, unlawful, discriminatory, sensitive, or otherwise inappropriate.

Good Faith and Lawful Conduct

Do not act unfairly and contrary to the principle of good faith, nor carry out any other activities that violate any applicable regulations, rules, orders, etc.

Important Disclaimers

No Warranties and Representations

The Website, Tokens, staking functionality, and all their components, including underlying infrastructure and software, are provided on an “as is” and “as available” basis, and their use is entirely at your own risk. There are no warranties of any kind, express or implied, including but not limited to warranties of title, non-infringement, integration, merchantability, fitness for a particular purpose, or those arising from any course of performance or usage of trade with respect to the Website, Tokens and any components thereof, all of which are expressly disclaimed and denied. Specifically, there is no assurance or guarantee that the Website, Tokens, staking functionality, underlying blockchain network, or associated infrastructure or software will function as expected, have any specific functionality, be secure or accessible at any time or location, operate continuously, or be free of defects or errors, nor that any issues will be resolved. The RCM Note Tokens and the Notes they represent are made available on the terms of, and subject to the responsibility statement in, the RCM Note Token Documentation.

No Advice or Regulated Services

No part of these Terms and XMAQUINA Materials is intended to be, or should be considered, or construed as, a business, legal, financial, investment, trading, tax, financial advisory, fund management, brokerage, or any other sort of advice or professional regulated service. Before making any decision, you should consult your own legal, financial, tax, or other professional advisors regarding any such information. You are solely responsible for ensuring that your use of the Website and any transactions with the Virtual Assets comply with the applicable laws, regulatory and other requirements.

No Offer or Solicitation

No part of these Terms, Website and XMAQUINA Materials constitutes an offer, recommendation, or solicitation to buy, sell, or hold investment instruments, securities, Virtual Assets, or RCM Note Token in any jurisdiction. They are not a prospectus or offer document of any type. The foregoing is without prejudice to the RCM Note Token Documentation published by the Issuer, which is legally binding documentation on its own terms.

No Fiduciary Relationship

To the fullest extent permitted by applicable law, no fiduciary duties are owed by any party to another under these Terms. However, all parties involved are obligated to act in accordance with these Terms and the implied contractual covenant of good faith and fair dealing, as required by law.

No Partnership or Agency

Nothing in these Terms is intended to, or shall be interpreted as, establishing any partnership, joint venture, agency, or employment relationship.

No Personalised Approach

All decisions and actions regarding the Projects and other MachineDAO activities, including the treasury management, are generally made through governance votes. These decisions are not based on the specific goals or risk tolerance of individual MachineDAO members, are not influenced by individual requests, and do not constitute personalised recommendations tailored to any member's financial condition or objectives.

Taxation

You are solely responsible for all current and future taxes applicable to you that may arise from or relate to the transactions made by you. This includes all taxes imposed, levied, collected, withheld, or assessed by any state, government, or governmental authority. It is your obligation to manage your tax responsibilities, as failure to do so may result in penalties, fines, or other legal consequences.

Third-Party Content and Services

When using the Website, you may encounter Third-Party Content and Third-Party Services. We do not provide any warranties, express or implied, regarding them and do not endorse, recommend, or solicit their use or the use of any information, materials, content, services, or tools they provide. Your use of Third-Party Content or Third-Party Services, as well as any interactions with third parties linked to or from the Website, are entirely at your own risk.

Tokens

Tokens are non-redeemable, non-repurchasable, and do not entitle you to returns, passive income, interest, or similar benefits. They do not grant ownership, shares, securities, revenue rights, intellectual property, or any other form of participation in us, Affiliates, or the Projects. Tokens are not loans, currencies, securities, investments, or regulated financial instruments. Their design, functionality, and intended use may change at any time without notice or liability. Tokens may also be subject to restrictions on transferability, use, or disposal, along with other limitations. We make no promises about future performance or value with respect to the Tokens, their price, supply amount, etc. Purchasing, storing, using, or disposing of Tokens is entirely at your own risk.

Incentives and Rewards

You may participate in quests, tasks, or events with potential rewards or other incentives, but there is no guarantee that you will receive them, or that they will meet your expectations, be profitable or serve any specific purpose. Rewards may be subject to certain limitations or requirements, and their type, amount, formula, or other terms may be changed, updated, or cancelled at any time, in whole or in part. Determination of whether you meet the requirements and are eligible for rewards is made by MachineDAO or its dedicated committees, as applicable, is final, and cannot be disputed by you. Any actions you take to earn rewards are voluntary and may not lead to receiving them, serving instead as part of a fun and engaging experience.

Wallets

All Wallets or software wallets you use within the Website are considered Third-Party Services under these Terms. When using them, you should carefully review their applicable terms and policies. Neither we nor the Website have access to or control over your Wallets or the Virtual Assets stored in them. You must not share your Wallet credentials or allow others to access them. You are fully responsible for securing your Virtual Assets, Wallets, and associated credentials; keeping your Wallet credentials confidential and ensuring their proper use; and all transactions made through your Wallets or using credentials thereto.

Void Transactions

Any funds or Virtual Assets misappropriated or obtained through violations of these Terms or the intended functionality of the applicable software, including interference with smart contract operations or attacks, are strictly prohibited. Any related transactions will be deemed null and void from the outset (ab initio). This Section does not apply to transfers of RCM Note Tokens, the validity, reversal and cancellation of which are determined by the RCM Note Token Documentation.

General Risk Warnings

General

By using the Website, interacting with XMAQUINA Materials, Projects, Tokens, RCM Note Tokens, Virtual Assets or related functionality, you acknowledge and accept the risks described below, which are not exhaustive and may result in damages, loss of access, loss of value or complete loss of assets. These warnings are general. The risks of the RCM Note Tokens and of the Notes they represent are set out in the RCM Note Token Documentation, which you must read before acquiring any RCM Note Token.

Blockchain Risks

Transactions on public blockchains are irreversible, autonomous and generally outside anyone’s control, and blockchain data may be public, permanent, traceable and impossible to amend or delete.

Financial and Market Risks

Virtual Assets may be highly volatile, illiquid, lose value, have no active market or become unusable, and you should only use or transact with assets you can afford to lose.

Project-Related Risks

Any Project, including the XMAQUINA project and any related product, service, interface, feature, material, governance process or business activity, may be changed, delayed, suspended, discontinued, unsuccessful, unsupported, inaccurately described, confusing to use, affected by low user or market interest, or targeted by unofficial, fraudulent or competing projects.

Staking Risks

Staking may involve lock-ups, access restrictions, delays, smart-contract or technical risks, uncertain rewards and possible loss of accrued or expected rewards.

Technology Risks

The Website, Virtual Assets, smart-contracts, blockchain networks and related technical infrastructure may contain bugs, vulnerabilities, flawed logic, downtime, delays or failures that may cause incorrect transactions, loss of access or loss of assets.

Security Risks

Wallets, credentials, blockchain networks, smart-contracts, Communication Channels and related systems may be attacked, compromised, impersonated or otherwise misused, which may result in theft, unauthorised transactions or loss of assets.

Materials and Information Risks

XMAQUINA Materials, Project Materials and other information made available through the Website or Communication Channels may be inaccurate, incomplete, outdated, non-binding, forward-looking or misleading, and you must independently verify any information before relying on it.

Third-Party Risks

Wallets, exchanges, custodians, service providers, fiat gateways, banks, payment systems and other third parties are outside our control and may be affected by fraud, insolvency, outages, contract breaches, security failures or unlawful behaviour.

Legal, Regulatory and Tax Risks

The legal, regulatory and tax treatment of Virtual Assets, blockchain transactions, Projects and related activities is uncertain and may change, including retroactively, and you are solely responsible for understanding and complying with applicable requirements.

Unanticipated Risks

Additional risks may arise from unexpected events, new technologies, regulatory developments, market changes or combinations of the risks described above.

Limitation of Liability

Damages

We are liable only for reasonably foreseeable damages that directly result from breach of its obligations under these Terms or applicable law. To the fullest extent permitted by law, we are not liable for any consequential, incidental, indirect, or punitive damages, including loss of profits, business opportunities, data, goodwill, diminution of value, or business interruptions, regardless of their legal basis.

No Personal Liability

To the fullest extent permitted by law and except for fraud, wilful misconduct, and indemnity obligations set forth in these Terms, in no event shall our or Affiliates’ officers, directors, employees, consultants, members, and shareholders be held personally liable in connection with these Terms, provided that the foregoing shall not limit our liability as an entity.

Liability Cap

To the fullest extent permitted by law, our total liability arising from these Terms, whether in contract, tort, breach of duty, or otherwise, including attorney’s fees, will not exceed one hundred (100) U.S. dollars.

Exclusions

Nothing in these Terms limits liability for gross negligence, fraud, death or personal injury resulting from negligence, or any other liability that cannot be legally limited.

Force Majeure

To the fullest extent permitted by applicable law, the XMAQUINA Parties shall not be liable for any damages, losses, costs, expenses, failure, delay, interruption, suspension, restriction, non-availability or non-performance arising out of or in connection with any Force Majeure Circumstances. This includes any effect of Force Majeure Circumstances on the Website, Communication Channels, XMAQUINA Materials, Website functionality, technical infrastructure, software, smart-contracts, blockchain networks, Third-Party Services, communications, confirmations, notices, processing of requests, staking or any other matter contemplated by these Terms. For as long as any Force Majeure Circumstances continue, any affected obligation, functionality, process, communication or performance may be suspended, delayed, restricted, cancelled or otherwise adjusted without notice and without liability. We may take any actions we consider reasonably necessary or appropriate in response to Force Majeure Circumstances, including suspending, limiting, modifying or discontinuing access to the Website or any related functionality.

Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless the XMAQUINA Parties from any claims, demands, actions, damages, losses, costs, and expenses (including reasonable legal fees) arising from: (i) your violation of these Terms or applicable law, including providing false representations or warranties; (ii) your use of the Website and related infrastructure; (iii) your acquisition, or use of the Tokens and Virtual Assets; (iv) your use of staking functionality; and (v) your tax obligations related to the transactions contemplated hereunder. We reserve the right to control the defence of any indemnified claim, at your cost. This indemnity is in addition to any other legal remedies available to us.

Communication

Communication Channels

You agree to receive all Communications related to these Terms and the Website electronically. We may provide Communications through any Communication Channel, but only those explicitly marked as relating to these Terms will be considered a Communication. All such Communications will be deemed valid, in writing, and legally binding, and will be considered delivered to you on the day after they are published or transmitted.

Communication Channels Risks

You shall always carefully assess and verify any information you access or receive via Communication Channels. You must cross-verify any hyperlinks and wallet addresses provided through the Communication Channels for authenticity, correctness, and accuracy by cross-referencing them with our other Communication Channels or through our officially designated moderators before relying on or using such information or details, or performing any transactions involving Virtual Assets. Be extra cautious regarding any hyperlinks or wallet addresses, or instructions on executing blockchain transactions which are shared only through one Communication Channel. There is always a risk that one or more of our Communication Channels may be compromised, which is a common occurrence in the blockchain space, resulting in unauthorised third parties gaining control over them and posting or sending misleading information in an attempt to steal or gain control over your assets. Accordingly, you hereby assume such risks and the responsibility to reasonably verify and assess any and all information you receive or access through our Communication Channels, at the very least by means mentioned herein. Neither we nor any of the XMAQUINA Parties shall be held liable or responsible for, or in connection with, your reliance upon or use of unauthentic or misleading information or communications shared through the Communication Channels as a result of our loss of control or their compromise. We hereby disclaim any duty of care with respect thereto and shall not be held liable or responsible for any damages or losses sustained by you in connection with, or resulting from, the compromise of our Communication Channels.

Contact Details

You may electronically communicate with us by sending Communications to the following email address: hello@xmaquina.io. You may be required to provide additional data or documents, or perform certain actions that will allow us to identify you.

Applicable Law And Dispute Resolution

Applicable Law

These Terms, as well as any and all relationships relating to the Website, Communication Channel and any XMAQUINA Materials, shall be governed by, construed and enforced in accordance with the laws of England and Wales, excluding any conflict of law rules.

Informal Dispute Resolution

You must first contact us to try to resolve any dispute related to these Terms, the Website or XMAQUINA Materials informally by sending a notice via email at hello@xmaquina.io. If no agreement is reached within thirty days, the dispute may be submitted to arbitration as outlined below.

Binding Arbitration

Except for disputes where an injunctive or other equitable relief for the alleged unlawful use of the Intellectual Property is sought, any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, 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, UK. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales.

Waiver of Court Proceedings

Except for disputes where an injunctive or other equitable relief for the alleged unlawful use of Intellectual Property is sought, you and we hereby waive your and our respective rights to have any dispute resolved in a court.

Confidentiality

To the fullest extent permitted under applicable law, each party involved must maintain the confidentiality of any arbitration, litigation and negotiation proceedings, judgments and awards, including, but not limited to, all information gathered, prepared, and presented for purposes of the arbitration or related to the disputes.

No Class Actions

Any dispute arising out of or related to these Terms is personal to you and us and will be resolved solely through individual arbitration or litigation, not as part of a class action or representative proceeding.

Statutes of Limitation

To the fullest extent permitted by law, you and we agree that any claim arising from or related to these Terms, the Website, Communication Channel, or XMAQUINA Materials must be filed within one (1) year of the event giving rise to the claim. Claims not filed within this period will be permanently barred, meaning neither you nor we can pursue such claims.

Miscellaneous

Third-Party Beneficiaries

These Terms shall benefit the XMAQUINA Parties, and any of them may rely on and enforce the provisions as if they were a party to these Terms. However, no consent, approval, or notice from the XMAQUINA Parties is required to modify, assign, novate, or otherwise change these Terms.

Entire Agreement

These Terms, along with any documents incorporated herein by reference, constitute the entire agreement regarding their subject matter, other than the RCM Note Token Documentation, and supersede all prior and contemporaneous understandings, writings, statements, or promises related to it. By accepting these Terms, you confirm that you have not relied on, and will have no rights or remedies concerning, any statements, representations, assurances, or warranties (whether made negligently or innocently) other than those expressly stated in these Terms or in the RCM Note Token Documentation.

Assignability

You shall not assign or transfer any rights or obligations under these Terms without our prior written consent. We may transfer or assign these Terms, including any rights and obligations hereunder, at any time and no such transfer or assignment shall require your additional consent or approval.

No Waiver

Our failure or delay in exercising any right or remedy under these Terms or applicable law does not constitute a waiver of that or any other right or remedy. It also does not preclude or limit the further exercise of that or any other right or remedy. Similarly, any single or partial exercise of a right or remedy does not preclude or limit its further exercise or the exercise of any other right or remedy.

Validity and Enforceability

The invalidity or unenforceability of any provision or part-provision of these Terms shall not affect the validity or enforceability of any other provisions of these Terms, all of which shall remain in full force and effect.

Language

Currently, only the English version of these Terms, XMAQUINA Materials and any Communications is considered official. The English version shall prevail in case of differences in translation of any XMAQUINA Materials, Communications, or other content.

Survival

Any provisions of these Terms that are intended to continue beyond termination or expiration of these Terms will remain in effect.

Interpretation

Definitions

In these Terms, unless the context requires otherwise, the terms shall have the following meaning:

“Affiliate” means a person controlling, controlled by, or under the same control as us.

“Communications” means any communications, agreements, documents, receipts, notices, and disclosures related to these Terms.

“Communication Channels” means the Website, our X (Twitter) account, LinkedIn account, Discord server, MachineDAO governance forums and other communication channels belonging to us or Affiliates, as may be linked to on the Website from time to time.

“Force Majeure Circumstances” means any events beyond our control that interfere with the performance of these Terms, including, without limitation, (i) fire, flood, hostility, pandemic, act of God, explosion, strike; (ii) war, undeclared war, civil war, revolution, riot, act of terrorism, military actions, interventions, and operations; (iii) epidemic, pandemic, insurrection, labour dispute, accident; (iv) sanctions, government actions, embargoes; (v) injunctions, cease and desist orders, restraining or similar orders of, or prohibitions established by a court, governmental or other authorities; (vi) weaknesses, vulnerabilities and bugs in the software, blockchain networks, smart-contracts, Wallets, other technologies used in connection with the Website, 51% attacks or similar attacks on Virtual Assets’ underlying blockchain networks; (vii) actions, failures to act or inactions of Third-Party Service providers or other third parties, including fraud, loss or theft of funds by such third parties; (viii) system interference or destruction by any malicious programs; and (ix) power failure, equipment or software malfunction or error.

“Forward-Looking Statements” means certain opinions, forecasts, projections, future plans, or other statements that are not historical facts, including development plans, performance projections, future functionality of the Website, Token, or other products and services, as well as prospects and future events related to an industry.

“FOSS Licence” means a free and open-source software licence that allows for editing, modifying, or reusing software’s source code, such as, for example, GPL, Apache and MIT licences.

“Intellectual Property” means any copyrighted content, names of services and products, logotypes, trademarks and other marks, trade secrets, inventions, designs, drawings, pictures, animations, works of authorship, etc., which may be demonstrated within the Website, contained in the Materials, or otherwise made available to you.

“Issuer” means the person, such as an Affiliate, that issues the RCM Note Tokens, as identified in the relevant RCM Note Token Documentation.

“KYC/KYB Checks” means identification, due diligence, and/or know-your-client checks, as well as other anti-money laundering and combating the financing of terrorism procedures.

“Licence” means a limited, temporary, non-transferable, non-exclusive, revocable, non-sublicensable licence (right) to access and use the Website for their intended purposes on the terms herein set forth and for the duration of these Terms.

“MachineDAO” means a decentralised community of Token holders who exercise governance and voting powers in relation to the Project.

“Note” means a debt obligation of the Issuer issued under the applicable RCM Note Token Documentation and represented on the ledger by one RCM Note Token.

“Prohibited Jurisdiction” means any of the following jurisdictions: Democratic People’s Republic of North Korea, Islamic Republic of Iran, Republic of Cuba, Syrian Arab Republic, Myanmar, Sevastopol and the Crimea Regions of Ukraine, non-government-controlled Donetsk, Luhansk, Kherson and Zaporizhzhia regions of Ukraine, Bolivarian Republic of Venezuela, the Russian Federation, Republic of Belarus, and any jurisdiction or territory: (i) in which the use of the Website or its components, Virtual Assets and RCM Note Tokens is prohibited by applicable laws or regulations, (ii) which is subject to a country-wide or territory-wide sanction imposed by any country, government, or international authority, (iii) which we list or treat as restricted from time to time at our sole discretion; and (iv) which is a Restricted Jurisdiction under the applicable RCM Note Token Documentation.

“Prohibited Person” means any citizen or resident of, or person subject to jurisdiction of, any Prohibited Jurisdiction, or person subject to any sanctions administered or enforced by any country, government or international authority.

“Project” means any project (developed, in development or to be developed), seeking funding from MachineDAO.

“Project Materials” means any information, statements, announcements, data, content, documentation, and other materials relating to a particular Project and provided by its representatives.

“RCM Note Token” means the digital representation, on the ledger maintained by or for the Issuer, of one Note issued by the Issuer under the applicable RCM Note Token Documentation, and is not a separate security or claim.

“RCM Note Token Documentation” means the applicable Base Offering Memorandum (including the respective Registration Agreement) and the applicable Series Supplement, the form of Subscription Agreement, the acknowledgement instruments, and other legally binding documents (terms, notices, disclosures, acknowledgements etc.) made available by or on behalf of the applicable Issuer in relation to the RCM Note Token.

“Terms” means these XMAQUINA Terms & Conditions, together with all agreements and documents incorporated herein by reference, as may be amended from time to time.

“Third-Party Content” means any content, information, materials and items provided by any third person other than us, including User Content, the description of, links to, or elements of the Third-Party Services, and any information produced or derived from the Third-Party Services or other third-party sources.

“Third-Party Services” means any services, software, items, and solutions that are not provided by us, such as, for example, Wallets, software or hardware wallets, Virtual Assets, blockchain networks, etc.

“Tokens” means digital cryptographic tokens ‘DEUS’ and ‘xDEUS’ that are native to the XMAQUINA project.

“Virtual Assets” means cryptocurrencies and other digital tokens implemented on a public blockchain network, such as, for example, Tokens, USD Tether (USDT), USD Coin (USDC), and so forth, excluding RCM Note Tokens.

“Wallet” means a pair of public and private cryptographic keys which can be used to track ownership of, receive, manage, and spend Virtual Assets on a blockchain network.

“Website” means the website available at https://www.xmaquina.io, including any of its subdomains.

“we”, “us”, “our” means XMAQUINA Foundation established under the laws of Cayman Islands.

“XMAQUINA Materials” means any information, statements, announcements, data, content, and other materials provided via the Communication Channels, or otherwise communicated by us or on our behalf in relation to the Website or other services and products provided or offered by us, expressly excluding the RCM Note Token Documentation and any other materials that are issued by another person.

“XMAQUINA Parties” means us, Affiliates, and their respective shareholders, directors, officers, members, employees, agents, advisors, contractors, successors, and assignees.

“you”, “your” means a person who accepts these Terms. If you are acting on behalf of an entity, “you” and “your” also refer to both you as an individual using the Website and the entity you represent.

“User Content” means any comments, suggestions, recommendations, feedbacks, statements, announcements, data, visual or audiovisual materials, copyrighted content, trademarks, logotypes, and any other materials posted, created, or furnished by you through or in relation to the Website or Communication Channels.

Rules of Interpretation

Unless the context requires otherwise, references to one gender include all genders; singular includes plural and vice versa; terms like “including”, “in particular”, or “for example” are illustrative and shall not limit the sense of the following words; Section headings do not affect interpretation hereof; these Terms will not be construed to our disadvantage for preparing them.