ELIXIR LAUNCHPAD

Terms of Use

Dated 10 of May 2024

1. Introduction

1.1 These Terms of Use (“these Terms“) are issued by LAYER X LLC, a Republic of

Georgia incorporated and VASP licensed entity (the Company) on launchpad.elixir.games

(the “Website”) and regulate your accessing, registering, downloading, using, clicking

any tools, software (including any smart contract through any interface, directly or

indirectly), platform and information made available through the Website, including but

not limited though any smart contract, with or without access to a specific user interface

or web, digital or mobile app (the “Platform”)

1.2 Please read these Terms together with the provisions set forth in our Privacy and

Cookie Policy carefully before using the Website or the Platform. By using the Website or

the Platform in any capacity, you, the user (“You” or the “User”) agree that: (i) you have

read and familiarized yourself with these Terms; (ii) you understand these Terms; and (iii)

you agree to be bound by these Terms when using the Website or the Platform. If you do

not agree to these Terms, you should immediately stop using the Website and the

Platform. You and the Company are each a “Party” or together the “Parties”.

1.3 The Company reserves the right to modify or amend these Terms, or any content on

the Website or the Platform from time to time, including for security, legal or regulatory

reasons, to reflect updates or changes to the service or functionality of the Website or the

Platform. You are advised to check these terms periodically to ensure that you are aware

of and are complying with the most current version. Changes are binding on users of the

Website or the Platform and will take effect immediately from the posting of the revised

documentation on the Website or the Platform. You agree to be bound by such variation

and your continued use of the website, tools and information made available shall

constitute your explicit and de-facto acceptance of such variation.

1.4 The Company will indicate that the Terms have changed by uploading on the Website

new Terms with an updated date. You accept that by doing so, the Company has provided

you with sufficient notice of such change. The Company encourages you to seek

professional advice regarding any tax and legal requirements with which you must

comply in relation to you being a user of the Website, and any therein accessible

software, interface, tool and service, including but not limited to the Platform.

1.5 You acknowledge and confirm that you have read, understood, and agreed to the

provisions stipulated in the Privacy Policy, which shall explain how the Company,

Website and Platform treat your information and protect your privacy when accessing or

using it. By accessing the Website or the Platform, you hereby agree that it may collect

and use your information provided as set forth in the Privacy Policy.

2. Your use of the Website and the Platform

2.1 The Website gives You access to a Platform which will allow You to evaluate,

acquire, purchase, prepurchase with selected fiat currencies or digital tokens certain other

digital tokens at different lockup/unlock and other conditions, pricing and terms as from

time to time the Company will announce, issued both by the Company (including but not

limited to the ELIX token) and also by third-party broadly blockchain and web3 based

projects with a general focus on videogaming, play2earn and gamification (the “Elixir

Launchpad”).

2.2 The Company is a Virtual Assets Service Provider as per the FATF definition as

implemented by the Republic of Georgia relevant authorities and it is fully licensed to

conduct this activity.

2.3 The Company may also integrate third-party services of convenience into its user

interface (the “Third-party Services”). In such cases, this will be clearly highlighted by

wording and/or graphical elements. The Company declines any responsibility over these

third-party services, or their access/link to the Website or Platform and You use them at

your sole risk, acknowledging that you read and accepted any relevant terms and

conditions of the actual provider of such service.

2.4 You will comply with all domestic and international laws, statutes, ordinances and

regulations applicable to your access and use of the Website and the Platform and will not

use the Elixir Launchpad for any unlawful purpose or if doing so would be in violation of

any provision directly applicabl to You.

2.5 You shall be responsible for obtaining the data network access necessary to use the

Website and the Platform. Your network’s data and rates and fees may apply if you access

or use the Website and the Platform from a wireless-enabled device, and you shall be

responsible for such rates and fees.

2.6 You shall be responsible for acquiring and updating compatible hardware or device

necessary to access and use the Website and the Platform. In addition, the Website,

Platform, Elixir Launchpad and any Third-Party Services may be subject to malfunctions

and delays inherent in the use of the Internet and electronic communications.

2.7 As electronic services are subject to interruption or breakdown, access to the Website,

Platform and Elixir Launchpad is offered on an “as is” and “as available” basis only;

2.8 The Website, Platform and Elixir Launchpad cannot be accessed or used in any way

by any individual citizen or resident or corporation resident or permanently established in

the United States of America or any U.S. territory, on top of any other Country, territory

or jurisdiction prohibited by the Republic of Georgia relevant authorities. The Company

further reserves the right to limit the availability of the Website, Platform and Elixir

Launchpad to any person, geographic area or jurisdiction at will and/or terminate Your

access to and use of the Website at any time and in its sole discretion, including through

the use of IP filtering, VPN blacklisting and GPS-based geofencing systems; and

2.9 The Company may, in its sole discretion, impose limits or restrictions on the use you

make of the Website, Platform and Elixir Launchpad. Further, for commercial, security,

technical, maintenance, legal or regulatory reasons, or due to any breach of these Terms,

the Company may withdraw the Website, Platform and Elixir Launcpad itself and/or Your

access to them at any time and without notice to You.

2.10 If you access the Website, Platform and Elixir Launchpad by connecting one or

more of your own decentralised self-custodial digital wallets of any kind (the “Wallets”),

be aware that such Wallets are third-party software services of your choice and the

Company declines any and all liabilities for any failure, error, fault, vulnerability of the

Wallets themselves or when they interact with the Website, Platform and Elixir

Launchpad, including if and when any such failure, error, fault or vulnerability results in

partial or also total loss of any digital assets, tokens or cryptocurrencies within the

Wallets or while they are being transferred from the Wallets to the Website, Platform and

Elixir Launchpad or vice-versa.

2.11 The Company always reserves the discretionary and uncontested right, which You

expressly acknowledge and agree to, without any exception, to cancel, waive and annul

any allocation of digital tokens that You may acquire through the Elixir Launchpad until

they remain unvested, locked-up and undistributed and provided that You will receive a

refund of the original amount and in the same digital token or fiat currency paid

originally to acquire such allocation.

2.12 The Company will apply to You any KYC, KYB, AML and CFT provisions publised

on its relevant policy and that may be also from time to time imposed by the applicable

Republic of Georgia authorities.

3. Intellectual Property

3.1 All remarks, suggestions, ideas, materials or other information provided by you to the

Company or viceversa will forever be the Company’s sole intellectual property.

3.2 The Company owns all present and future copyright, registered and unregistered trademarks,

design rights, unregistered designs, database rights and all other present and future intellectual

property rights and rights in the nature of intellectual property rights existing in or in relation to

the Website, Platform and Elixir Launchpad, unless covered by any open-source software

licence, in which case such licence’s terms will be followed as appropriate.

3.3 The Company does not warrant or represent that the content of the Website, Platform or

Elixir Launchpad does not infringe the rights of any third party.

4. Prohibited Uses

4.1 The Company will strive for the Website, Platform or Elixir Launchpad to do not accept

deposits or interactions from the following known or suspected addresses:

(a) Mixing services which attempt to obfuscate the source of funds;

(b) Centralized or decentralized exchanges which do not perform Know Your Customer (KYC)

screening as part of their onboarding process;

(c) Any amount of funds from gambling or e-gaming sites; and,

(d) Any amount of funds known or suspected to belong to darknet marketplaces.

The Company retains the right to deny transactions to certain wallets as necessary upon receipt

of deposits from these sources, and to ask any user of the Website, Platform and Elixir

Launchpad or controller of a specific wallet address to provide full KYC information if required

to do so by any relevant governmental, investigative, regulatory or judicial authority. Any

attempt to circumvent these policies may also result in similar actions.

5. Representations and Warranties

5.1 You hereby make the following representations and warranties to the Company:

(a) You are the exclusive and legitimate owner of any digital tokens and/or fiat currency that you

will use to interact in any way with the Website, Platform or Elixir Launchpad and any such

assets were acquired legally;

(b) You validly undertake any actions or enter into any transaction with regard to these Terms;

(c) You shall understand and be aware of risks associated with accessing or using the Website,

Platform and Elixir Launchpad and any Third-Party Services and you shall be fully liable at your

own risk, including up to total loss of any fiat monies or digital token, including when they

interact with your controlled Wallets;

(d) You shall use the Website, Platform and Elixir Launchpad in good faith and shall not use any

of its elements for the purpose of concealing, or disguising the origin or nature of proceeds

derived from illegal or criminal activities in any applicable jurisdiction;

(e) You shall be aware of how You are subject to any tax regulation in your jurisdiction and You

shall be fully responsible for any filing/reporting and paying of any tax, duty or other

administrative payment as required by any applicable law or regulation. The Company shall not

be responsible to compensate you for your tax obligations or advise you in relation to your tax

issues. Any uncertainties and unpredictable matters in tax legislation with respect to digital assets

may expose you to unknown or unforeseeable tax implications, for which the Company shall

have no liability. Furthermore, you shall hold the Company harmless from any expenses and

losses, resulting from any unknown or unforeseeable tax implications;

(f) You shall not breach any terms stipulated in these Terms, and the Privacy Policy, or any

applicable laws and regulations in any relevant jurisdictions;

(g) You shall not interfere, intercept, or expropriate the Website, Platform, Elixir Launchpad

network system, data, or information;

(h) You shall defend, indemnify, and hold harmless the Company, its affiliates, related or

connected entities, each of their respective employees, officers, directors, representatives and

beneficial owners from and against any claims, damages, losses, liabilities, costs, and expenses

(including reasonable attorney’s fees), arising out of or relating to any third-party claim

concerning these Terms, or your use of the Website, Platform and Elixir Launchpad in violation

of these Terms and any applicable law or regulation;

(i) You understand and acknowledge that while the Company is licensed as a VASP is not

necessarily a regulated financial or payment service of any kind and in any jurisdiction, beyond

what is allowed by the terms of its current licensing in the Republic of Georgia. Any financial

sounding terms found in the Website, Platform and Elixir Launchpad are used only as a basic

reference, without any effective or legal meaning of the same terms in a regulated and/or

traditional financial environment and/or context;

(j) Any third-party project listed within the Elixir Launchpad is not intended as an investment of

any kind and in any jurisdiction, nor the Elixir Launchpad is marketing or advertising or

soliciting in any way any kind of investment, investment contract, and/or investment scheme;

(k) The Company declines any liability related to any third-party project that You may

participate in any way, format or capacity through the Elixir Launchpad

5.2 Each of the representations and warranties in these Terms shall survive and continue to have

full force and effect after the execution of these Terms.

5.3 The Company makes no representation, warranty, or guarantee to you of any kind. Access

and usage of the Website, Platform and Elixir Launchpad are offered strictly on an as-is basis

and, without limiting the generality of the foregoing, they are also offered without any

representation as to merchantability or fitness for any particular purpose by themselves or when

interacting with any Third-Party Service or any of the Wallets.

6. Risk Disclosure

By accessing or using the Website, you expressly acknowledge and assume the following risks:

6.1 Risk of loss in value (up to and including total loss) of any digital assets within or accessible

through the Website, Platform and Elixir Launchpad, whether they are graphical, software,

digital assets or token, cryptocurrencies or NFTs, and running on any blockhain network. None

of such digital assets are issued, protected, guaranteed or regulated by any central banks or

national, supra-national, or quasi-national organizations. They are also not backed by any hard

assets or other credit, or if they claim to do, the Company cannot verify and will never guarantee.

The value of digital assets can be affected by several factors, including but not limited to:

(a) the total number of digital assets in existence;

(b) the continued willingness of market participants to exchange government-issued currency for

digital assets;

(c) purchasers’ expectations with respect to the rate of inflation of fiat currencies;

(d) purchasers’ expectations with respect to the rate of deflation of cryptocurrencies, interest

rates, currency exchange rates, cyber theft of cryptocurrencies from online digital wallet

providers or news of such theft from such providers or individuals’ digital wallets;

(e) investment and trading activities of large investors;

(f) monetary policies of the governments;

(g) trade restrictions;

(h) currency devaluations and revaluations;

(i) regulatory measures; or

(j) the global or regional political, economic or financial events and situations.

All these factors may affect the value of digital assets, which may result in the permanent, partial

or total loss of the value of a particular digital asset. No one shall be obliged to guarantee the

liquidity or the market price of any of the digital assets You use to interact with the Website,

Platform and Elixir Launchpad. The volatility and unpredictability of the value of digital assets

relative to government-issued currency may result in a significant loss over a short period of

time.

6.2 The regulatory regime governing digital assets and the regulatory framework relating to

digital assets remains unsettled, and any laws, regulations, or guidelines may be significantly

revised and amended which shall materially and adversely affect the value of digital assets.

6.3 The Website, Platform and Elixir Launchpad may experience system failures, unplanned

interruptions in their network or services, hardware or software defects, security breaches or

other causes that could adversely affect their infrastructure network. The Company is unable to

anticipate when there would be the occurrence of hacks, cyber-attacks, mining attacks, including

but not limited to double-spend attacks, majority mining power attacks and selfish-mining

attacks, re-entrancy attacks, distributed denials of service or errors, vulnerabilities or defects in

any component of the Website, Platform and Elixir Launchpad or any related technology or

software, including but not limited to smart contract technology and/or any software compilers

used. The Company is unable to detect these hacks as mentioned earlier, mining attacks, cyber-

attacks, re-entrancy attacks, distributed denials of services errors vulnerabilities or defects in a

timely manner and does not have sufficient resources to efficiently cope with multiple services

incidents happening simultaneously or in rapid succession. In addition, the Website, Platform and

Elixir Launchpad could be disrupted by numerous events, including natural disasters, equipment

breakdown, network connectivity downtime, power losses, or even intentional disruptions of its

services, such as disruptions caused by software viruses or attacks by unauthorized users, some

of which are beyond the Company’s control. Although the Company has taken steps against

malicious attacks, there can be no assurance that cyber-attacks, such as distributed denials of

service, shall not be attempted in the future, and that the Website, Platform and Elixir

Launchpad’s enhanced security measures shall be effective. Any significant breach of the

Website, Platform and Elixir Launchpad’s security measures or other disruptions resulting in a

compromise of the usability, stability and security of their network or services may adversely

affect also any related digital token, digital asset or cryptocurrency, including when stored in the

Wallets.

6.4 The Company shall have no liability for any delay, error, interruption or failure to perform

any obligation under these Terms where the delay or failure is directly or indirectly resulting

from any causes beyond the Company’s control, including but not limited to:

(a) Acts of God, nature, court of government;

(b) Failure or interruption in public or private telecommunication networks, communication

channels or information system;

(c) Acts or omission of acts of a party for whom we are not responsible;

(d) Delay, failure or interruption in, or unavailability of, third-party services; or

(e) Strikes, lockouts, labour disputes, wars, terrorist acts and riots.

(f) Global pandemics and other public health emergency crises.

6.5 You understand and agree that you use the Website, Platform and Elixir Launchpad at your

sole, exclusive and own risk. This clause is not exhaustive and does not disclose all the risks or

potential risks that may be associated with fidelity points and digital assets. You are strongly

recommended to carefully consider whether such use is suitable for you in light of your

circumstances and financial position.

7. Limitation of Liability

7.1 Notwithstanding any provision contained within these Terms, in no event, shall either Party

be liable to the other for any type of incidental, special, exemplary, punitive, indirect or

consequential damages, including but not limited to lost revenue, lost assets (digital or

otherwise) lost profits, replacement goods, loss of technology, loss of data, or interruption of loss

of use of service or equipment, even if such Party was advised of the possibility of such

damages, and whether arising under a theory of contract, tort, strict liability or otherwise.

7.2 The Company and/or of its affiliates, connected or related companies shall not and shall

never be liable for:

(a) your own management or performance of your owned digital assets (including any reduction

in the value, even if up to a total loss); or

(b) any taxes or duties payable in whatever respect of your digital assets.

7.3 Except as expressly provided in these Terms, to the maximum extent permitted by any

applicable law or regulation, the Company disclaims all other representations or warranties,

express or implied, made to you, your affiliates or any other person, including without limitation

any warranties regarding the quality, suitability, merchantability, fitness for a particular purpose

or otherwise (regardless of any course of dealing, custom or usage of trade) of any service or any

goods provided incidental to the Website, Platform and Elixir Launchpad under these Terms. The

liabilities of the Company in respect of representations and warranties that are excluded under

these Terms, at the Company’s sole option, is limited to any one of resupplying, replacing or

repairing or paying the cost of the resupplying, replacement or repairing or paying the cost of

resupplying the functions of the Website in respect of which the breach occurred.

7.4 The Company shall have no liability for any Third-Party Services providers to You or Your

use, ownership or interaction with any Wallets. The Company makes no representations or

warranties whatsoever, expressed or implied, as to the accuracy, totality, timeliness,

appropriateness, suitability, or vigor for any purpose or use of such Third-Party Services or

Wallets, products, services and information, customer and technical support or web presence or

any of their presentations or representations. You shall acknowledge and agree that the Company

shall not be liable in any way for the use of such Third-Party Services, such as third-party

Wallets.

8. Indemnification

8.1 You irrevocably undertake to fully indemnify and hold harmless the Company from and

against any and all losses, claims, actions, proceedings, damages, demands, judgements, sums,

liabilities, damages, costs, charges and expenses, including but not limited to any reasonable

attorney’s fees, or penalties imposed by any regulatory authority, and reimbursements arising out

of or related to the following situations:

(a) your use of the Website, Platform or the Elixir Launchpad;

(b) your breach of or our enforcement of these Terms;

(c) your violations of any applicable laws, regulation, or rights of any third party during your use

of the Website, Platfom or Elixir Launchpad. If you are obligated to indemnify the Company, it

shall have the right, at its sole discretion, to control any action or proceeding and to determine

whether the Company wishes to proceed, or settle, and if so, on what terms or provisions.

9. Termination

9.1. These Terms shall be immediately terminated and not applicable to You if at any moment

You do not use or interact with the Website, Platform or Elixir Launchpad with any of your

owned or controlled digital tokens, assets, cryptocurrencies or Wallets and You no longer

maintain any kind of account therein.

10. No Financial Advice; No Legal Advice

10.1 The Company is not nor it intends to be your broker, intermediary, agent, or legal advisor

and has no fiduciary relationship or obligation to You in connection with any decisions or

activities effected by You using the Website, Platform or Elixir Launchpad.

10.2 No communication or information provided to you by the Company is intended as or shall

be considered or construed as, investment advice, financial advice, legal advice, or any other sort

of advice.

10.3 The Company shall not be liable for the decisions you make to access or use the Website,

Platform and Elixir Launchpad.

11. Governing Law

These Terms and the rights and obligations arising out of them or the access/use of the Website,

Platform and Elixir Launchpad shall be governed by and construed in accordance with the laws

of the Republic of Georgia. The Courts of the Republic of Georgia shall have exclusive

jurisdiction to hear and determine any action or proceeding arising out of or in connection with

these Terms and for that purpose both Parties irrevocably submit to the jurisdiction of the Courts

of Tbilisi.

12. Miscellaneous

12.1 Severability: If any provisions of these terms are found by the court of competent

authorities to be invalid, void, unlawful or unenforceable under any applicable law, such

unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole,

and such provisions shall be deleted without affecting the remaining provisions herein.

12.2 Variation of Terms: The Company has the right to revise these Terms, at its sole discretion

at any time, and by using the Website, Platform or Elixir Launchpad you shall be expected to

review such Terms regularly to ensure that you understand all provisions stipulated in these

Terms.

12.3 Assignment: the Company shall be allowed to assign, transfer, and subcontract any and/or

all of its rights and/or obligations under these Terms without any notification or your consent

required, even to third-parties with substantial change of control. You shall not be permitted to

assign, transfer, or subcontract any of your rights and/or obligations under these Terms without

the prior written consent of the Company.

12.4 Entire Agreement: These Terms, including the Privacy Policy and any rules written or

contained on the Website, constitute the sole and entire agreement between the Company and

You with respect to your use of the Website, Platform and Elixir Launchpad and supersede other

prior or contemporaneous negotiations, discussions, agreements, understandings, representations,

and warranties, both written and oral, between the Company and you with respect to such subject

matter.

12.5 No Third-Party Rights: Nothing in these Terms shall be deemed to create any rights in any

creditors or other persons, not a party hereto, and these Terms shall not be construed in any

respect to be a contract in whole or in part for the benefit of any third parties.

12.6Waiver: The failure of one Party to require performance of any provision shall not affect

that Party’s right to require performance at any time thereafter. At the same time, the waiver of

one Party to seek recovery for the other Party’s violation of these Terms of any provisions of

applicable terms shall not constitute a waiver by that Party of any subsequent breach or violation

by the other Party or of the provision itself.