Terms and Conditions: BKN Staking

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1.   Definitions

1.1   BKN: an Ethereum-based ERC-20 utility token that enables the security token factory within the Decentralized Platform or “dApp” created by Brickken (as defined below) to function and deploy all relevant functionalities. For the avoidance of doubt, as the BKN is a utility token, it does not give any rights, dividends, interests, shares, representation rights or/and any right to participate in any shareholder meeting of Brickken.

1.2   Staking: process of depositing a certain amount of tokens, such as BKN, in a Smart Contract in order to receive additional tokens, such as BKN. The procedure of Staking developed by Brickken will be a reward-based system.

1.3   Deposit/ed: refers to the amount of BKN tokens that interact with the Smart-Contract for the purpose of participating in the Staking.

1.4   Smart Contract/s: self-executing contract which its terms are written directly into lines of code, stored and replicated on the blockchain network. It is a digital contract that automatically executes the agreed-upon terms and conditions, when certain conditions are met, without the need for a third-party intermediary. The Smart Contract/s are used in conjunction with blockchain technology and automated processes such as Staking.

1.5   Person: refers to individuals or entities that hold or possess BKN, which are considering depositing certain amount into the relevant Smart Contract/s for the purpose of earning an Annual Percentage Reward (hereinafter, “APY”) through the process of Staking.

1.6   Holder/s: term used when a Person has effectively deposited a certain amount of BKN into the relevant Smart Contract/s for the purpose of earning a reward through the process of Staking. For the avoidance of doubt, these Staking Terms and Conditions (hereinafter, “T&C”) shall be applicable to such Holder/s.

1.7   Compound Interest Mechanism:  refers to the systematic process of achieving continuous accumulation of returns on the overall stake of the BKNs, encompassing both the initial investment, and previously earned returns.

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2.   Introduction and Recommendations

2.1   Brickken Solutions, S.L. (“Brickken”) recommends to any Person that is considering undertaking a Staking process to read these T&C carefully and understand their content and the economic implications they may have.

2.2   If the interested Person in becoming a Holder believes it/he/she/they may not properly understand the content of these T&C, Brickken strongly recommends t it/he/she/they obtains an independent advisor in this regard.

2.3   If the interested Person believe that it/he/she/they does not have the sufficient ability to accept or understand the risks and/or disclaimers stated and/or associated with these T&C, it/he/she/they must not undertake the Staking process.

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3.   Purpose

3.1   The purpose of these T&C is to inform the Person/s that read them the rights, characteristics and obligations that will be applicable to the Staking, as well as to govern the relationship between the Holder/s and Brickken.

4.   Earning Reward

4.1   If a Holder Deposits its/her/his/their BKN, they shall earn an APY of a fifteen per cent (15%) of additional BKN. For the avoidance of doubt, this annual fifteen per cent (15%) APY of BKN shall be calculated based on the specific amount of BKN that such Holder has Deposited into the Smart Contract. The Holder has instant access to withdraw their BKNs at any time, along with their accrued APY earnings.

4.2   Based on the above, it is crucial to specify that the relevant APY is calculated annually, starting from the initial BKN deposit. If a Holder wishes to increase their earnings, they have the option to stake additional BKN. Specifically, to earn rewards not only on the deposited BKN but also on any supplementary BKN accrued over time, the Holder can stake more BKN through the Compound Interest Mechanism. This means that the accumulated amount of BKN, in addition to the originally deposited BKN, will contribute to the earnings. The Holder has the flexibility to maximize returns through the Compound Interest Mechanism by increasing their stake with additional BKN at any time.

5.   Staking Characteristics

5.1   In the event a Holder chooses to engage in multiple Staking processes, it is crucial it/he/she/they considers that utilizing the same wallet for these processes will trigger the initiation of Compound Interest Mechanism every time that such specific wallet interacts with the Smart Contract. Therefore, if a Holder wishes to avoid compounding of a Compound Interest Mechanism, the recommended approach is using a distinct wallet that has not been employed in any prior Staking process.

5.2   The amount of BKN will have eighteen (18) decimals. Consequently, the sum to be reimbursed will also maintain the same level of decimal precision, up to eighteen (18).

In consideration of the finite supply of BKN, it is conceivable that their availability could cease at a certain juncture. In such an event, Brickken shall duly notify the Holders, enabling them to initiate the withdrawal process for the corresponding Deposited amounts, including the accrued rewards.

6.   Intellectual Property

6.1   The intellectual and industrial property rights refer to any and all rights that may be provided to trademarks, inventions, useful models, designs, software, know-how, design, techniques, processes, computer programs (including source codes), registered or not, including applications for registration, rights to technical documentation, methodologies, business model, the Smart Contract/s, the wBKN, the BKN, the dApp, trade and industrial secrets, know-how and also copyrights, and other objects of intellectual property (hereinafter "Intellectual Property Rights").

6.2   Based on the above, the Property Rights shall remain at all times in Brickken’s property. In this sense, when a Person becomes a Holder acknowledges and accepts that undertaking a process of Staking does not imply any acquisition of any Intellectual Property Rights.

7.   Compliance

7.1   The Holder/s agree to comply with all applicable laws, including but not limited to anti-corruption laws and regulations, and applicable laws dealing with bribery, extortion and kickbacks.

8.   No Warranty

8.1   The BKN’s is provided on "AS IS" basis. Therefore, Brickken makes no representations or warranty as to the suitability, completeness, behavior, accuracy, merchantability and/or fitness for a particular purpose.

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9.   Disclaimer

9.1   Brickken shall not be held liable for any direct and/or indirect damages that may arise from, but not limited to:

a.   Inferences, omissions, interruptions, computer viruses, breakdowns and/or disconnections in the operational functioning of the electronic systems or of devices;

b.   Delays or blockages in the use caused by deficiencies or overloads of the Internet or blockchain;

c.   The business interest and/or economic result of the dApp and its functionalities, wBKN or/and the BKN; 

d.   Market fluctuations; 

e.   Transferability, liquidity and/or availability of the BKN; 

f.   Attacks from hackers or other malicious groups or organizations that may attempt to interfere with the Smart Contract/s and the BKN in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, sybil attacks, smurfing, spoofing, etc.; 

g.   Unintentional bugs or weaknesses which may negatively affect the Smart Contract/s or the BKN; and 

h.   The industry in which Brickken operates is new and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. Therefore, it is always a possibility that governmental authorities will examine the operations of Brickken and/or pursue enforcement actions against Brickken. Such governmental activities may or may not be the result of targeting Brickken in particular. Although Brickken is undertaking maximum efforts to comply with all existing regulations, due to multiple uncertainties and frequent changes in the rapidly evolving market of cryptographic tokens, digital assets, and blockchain technology, Brickken still may become subject to judgments, settlements, fines, or penalties, or may have to restructure its operations and activities or to cease offering certain products or services, all of which could harm Brickken’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the BKN, the SmartContract/s and/or the dApp.

10.   Force Majeure

10.1   Brickken shall not be liable for any failure to perform, in whole or in part, the content of this T&C due to an act of God or force majeure; acts of war, hostility or sabotage; pandemics; epidemics; interruption of telecommunications, Internet or electricity services; governmental restrictions; or any other event beyond Brickken’s reasonable control ("Force Majeure Event").

10.2   As a general rule, Force Majeure and events arising therefrom will not cause the termination of the T&C, unless such situation lasts more than thirty (30) days. If this period elapses and Brickken deems it necessary, it will be able to terminate the T&C and the Staking.

11.   Applicable Law and Jurisdiction

11.1   The present T&C shall be governed by and construed in accordance with Spanish law, except for any matters that may be governed by mandatory provisions of law.

11.2   In addition, any disputes arising out of or in connection with the T&C shall be exclusively submitted to the jurisdiction of the courts of Barcelona, Spain, and the Holder/s hereby waive any other jurisdiction that may apply to them.

11.3   In the event, a Holder/s have any doubt or comment regarding the Staking, Brickken encourages to such Holder/s to contact Brickken at [email protected].

12.   Miscellanea

12.1   These T&C constitute the entire understanding between Holder/s and Brickken with respect to the subject matter hereof.

12.2   All clauses or terms of these T&C shall be interpreted independently and autonomously, and the remaining provisions shall not be affected in the event that one of them has been declared null and void by a court judgment or final arbitration decision. The affected clause or clauses will be replaced by another or others that preserve the effects pursued by the T&C.

12.3   Brickken may make changes and/or modifications to these T&C as it deems appropriate and/or necessary and in accordance with market conditions or legal requirements and/or regulatory changes that may apply. In the event this situation arises, such new T&C shall be applicable to the Holder/s.

12.4   Updates and/or modifications will be duly publicized, thus ensuring the principles of publicity and transparency.

November 30th, 2023