INX Token Sale

1. Eligibility.

To participate in the Token Sale, you must be able to form a legally binding contract with us and you represent and warrant that you are at least 18 years of age. If you're agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity). You will only use the Services for your own personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you.

You must also create an account with "Sonar," an independent third-party service, through Sonar's website available at: https://app.echo.xyz/sonar/d2897c1c-fc2e-4710-8915-42abec5d633f/home and complete Sonar's identity verification process. Your use of Sonar's identity verification service is governed by Sonar's terms of service available here: https://sonar.echo.xyz/legal/terms

You must register for the Token Sale before the Closing Date (as defined below) by completing identity verification through Sonar, creating an Infinex Account, connecting your verified Sonar account to your Infinex Account, and registering to participate in the Token Sale through the Interface.

2. Where to Find Information.

The Interface or Infinex's website available at: https://infinex.xyz/ inclusive of its sub-pages (the "Website") will display certain information related to the Token Sale, such as the price per Token or the manner of determining price, the minimum and maximum allocation to each purchaser, the manner of allocation, the digital assets that are eligible for use as payment ("Supported Digital Assets"), and the start date (the "Opening Date") and end date (the "Closing Date") from and to which the Tokens will be available for sale. Prices for Tokens on the Interface may be displayed in fiat currency or Supported Digital Assets, but will be payable only in the Supported Digital Assets that are eligible for use as payment.

3. Purchasing Tokens.

Each Purchaser is limited to place only one (1) order to purchase Tokens in the Token Sale.

To place an order to purchase Tokens, you must have the required amount of eligible Supported Digital Assets in your Infinex Account to complete such purchase. On the Opening Date, Infinex will allow you to commit an amount of eligible Supported Digital Assets determined by you to purchase INX, which will be subject to minimum and maximum allocations and any restrictions you place on your order, if applicable. Such orders constitute a standing specific instruction from you to execute an order to purchase Tokens through the Interface.

The Token Sale is not intended to and does not constitute a prospectus of any sort, nor is it a solicitation for investment and does not pertain in any way to an offer or sale of securities in any jurisdiction.

4. Committed Digital Assets.

Any Supported Digital Assets that are necessary to fulfill your purchase obligation in full will be committed from the time you place your order ("Committed Digital Assets"). When you place an order on the Interface, you are depositing them in a blockchain-based smart contract deployed by Sonar and operated by Infinex that locks these Committed Digital Assets until completion of the Sale.

Your Committed Digital Assets are a request for Tokens and your allocation request may not be filled in its entirety, or at all. The maximum allocation that you can request may be dependent on eligibility. You acknowledge and agree that you will not be able to transfer or withdraw any of the Committed Digital Assets, or modify your request, until the earlier of: (a) the cancellation of the Token Sale; or (b) the final allocation and delivery of purchased Tokens, in which case, if you did not receive your full allocation, you will be free to transfer or withdraw the amount of Committed Digital Assets that were not used to purchase Tokens.

5. Sale Completion; Allocation; Lockup.

Following the Closing Date, unless the Token Sale has been cancelled pursuant to these Terms, you will receive the INX you have been allocated and have successfully purchased in your Infinex Account.

All Tokens purchased will be automatically subject to a one-year period during which the Tokens cannot be transferred (the "Lockup Period"). However, you may accelerate the Lockup Period by paying a fee to Infinex (an "Acceleration Fee"). The Acceleration Fee will be displayed through the Interface and is subject to change by Infinex. Once the Acceleration Fee has been paid, the Tokens will be released from the Lockup Period and will become freely transferrable.

6. Blockchain Fees.

Your participation in the Token Sale may require you to pay Blockchain Fees (as defined in our Terms of Use) to execute onchain transactions involved in the Token Sale.

7. Sale Cancellation.

The Seller or Infinex may cancel a Sale after it has begun, in which case, to the extent Infinex is holding any of your Committed Digital Assets, Infinex will release such Committed Digital Assets within 25 calendar days from the date of the Sale cancellation, and such assets shall cease to be committed to the relevant Sale and you will be able to transfer or withdraw them.

8. Sale Disclosures.

Certain information regarding the Seller and/or Tokens (including but not limited to a whitepaper, description of the Tokens or any associated protocol, or other disclosure materials) may be provided on the Website in connection with the Token Sale ("Sale Disclosures"). The content of the Sale Disclosures is provided for general informational purposes only. Infinex makes no assurance, representations or warranties, express or implied, regarding the accuracy, completeness, or sufficiency of the information provided and shall have no liability for any inaccuracies in such materials.

9. Prohibited Users.

You may not participate in the Token Sale if you:

• are a resident of any Prohibited Jurisdictions (as defined in our Terms of Use);
• are a resident of Afghanistan, Algeria, Angola, Belarus, Bolivia, Bosnia and Herzegovina, Burkina Faso, Cameroon, Central African Republic, Côte d'Ivoire, Cuba, Democratic Republic of the Congo, Ethiopia, Eritrea, Haiti, Iran, Iraq, Kenya, Laos, Lebanon, Libya, Mali, Myanmar, Namibia, Nepal, North Korea, Palau, Russia, Somalia, Sudan, Syria, Ukraine, the United Kingdom, Venezuela, and Yemen;
• are a resident of any jurisdiction or a person otherwise prohibited by Sonar; or
• are otherwise listed on the United States Department of the Treasury's Office of Foreign Asset Control ("OFAC") as a Specially Designated Nationals list ("SDN List"), the Overall List of Sanctioned Individuals, Entities, and Organizations maintained by the Swiss State Secretariat for Economic Affairs ("SECO"), the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, the U.S. Department of Commerce's Denied Persons List or Entity List, the U.S. Department of State's Debarred Parties List, or are otherwise subject to any other national or multi-national sanctions or embargoes

(any such persons, "Prohibited Person(s)").

10. Exclusion of Warranties.

Without limitation of these Terms, Infinex makes no warranty with respect to the Tokens, including any warranty of title, merchantability, fitness for a particular purpose and/or non-infringement, that the Tokens will be free from errors, glitches, bugs, viruses or other malicious software, that the Tokens or any associated protocol will function exactly as described in any materials provided by Infinex. Infinex does not guarantee that there will be a market in Tokens or that Tokens will maintain any specific price level. Without limiting the foregoing, you assume all risks and liabilities associated with the purchase, sale or use of any Tokens. You are encouraged to consult your own independent advisors before making any decisions based on the content of the Website or the Interface.

Purchasing digital assets involves significant risks. The mere access to and interaction with blockchains requires high degrees of skill and knowledge to operate with a relative degree of safety and proficiency. Digital Assets are highly volatile in nature due to many diverse factors, including without limitation use and adoption, speculation, manipulation, technology, security, and legal and regulatory developments and application. By participating in the Token Sale, you represent and warrant that you have all knowledge sufficient to use, and are informed of all foreseeable risks, and the possibility of unforeseeable risks, associated with blockchains, Digital Assets, Web3 Utilities, smart contracts, the Interface, the Tokens, and the Token Sale. For more information about the risks associated with Digital Assets, please see our Terms of Use.

If you are a California resident, you expressly and explicitly waive the benefits and protections of California Civil Code § 1542, which states: "[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

11. Limitation of Liability.

INFINEX MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ABOUT THE WEBSITE, THE INTERFACE, TOKEN SALE, THE SALE DISCLOSURES, OR ANY THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION SONAR. YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM YOUR USE OF THE INTERFACE, SUPPORTED DIGITAL ASSETS, THIRD-PARTY SERVICES, INCLUDING RISK OF LOSS FOR ASSETS UTILIZED WITHIN OR TRADED THROUGH THE INTERFACE. IN NO EVENT WILL INFINEX BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THIRD PARTY SERVICES. THIS SECTION OPERATES IN ADDITION TO ANY LIMITATION OF LIABILITY EXPRESSED ELSEWHERE IN THE INFINEX TERMS.

12. Governing Law.

All matters relating to the Token Sale and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the British Virgin Islands without giving effect to any choice or conflict of law provision or rule (whether of the British Virgin Islands or any other jurisdiction).

13. Arbitration; Class Arbitration Waiver.

In the event of a dispute between you, the User, and Infinex related to these Terms of Use or the breach thereof, the Parties shall participate in at least one (1) live or teleconferenced (i.e., using Zoom or a similar videoconferencing software that allows the Parties to communicate in real time) mediation session with the BVI International Arbitration Centre ("BVI IAC") neutral. The Parties agree to participate in mediation in good faith and the Parties agree to share equally in the cost of such mediation.

Should the Dispute not be settled within seven (7) days following the live mediation session, either Party may then commence a binding arbitration administered in the British Virgin Islands by the BVI IAC under the BVI IAC Arbitration Rules. A single arbitrator shall preside, and proceedings shall be conducted remotely to the maximum extent possible. Each Party shall pay its own expenses in such arbitration, including its attorneys' fees, subject to reapportionment by the arbitrator in a final award. The language of the arbitration shall be English. The prevailing Party shall be entitled to recover reasonable attorneys' fees and other costs incurred in such proceeding in addition to any other relief to which it may be entitled. Any interim or provisional relief that would be available from a court of law shall be available in accordance with the rules of BVI IAC, however, nothing in this Agreement shall preclude the Parties from obtaining preliminary injunctive relief in a court of competent jurisdiction located in the British Virgin Islands or another mutually acceptable jurisdiction if necessary to prevent irreparable harm pending the conclusion of any arbitration. The final arbitration award may be confirmed in a court located in the British Virgin Islands and the Parties agree to waive any claim of improper venue or forum non conveniens. Except as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The Parties agree to arbitrate solely on an individual basis, and that these Terms of Use do not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.

14. Limitation on Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM EITHER INFINEX OR THE USER MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR ITS USE OF THE WEBSITE, THE INTERFACE, OR ANY OF THE SERVICES, MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

15. Waiver & Severability.

No waiver by Infinex of any term or condition set out in these Terms of Use shall 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 Infinex to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

16. Entire Agreement.

These Terms, the Infinex terms, and any other document incorporated by reference herein constitute the sole and entire agreement between the User and Infinex regarding the Token Sale and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

17. Prohibited Use.

Your participation in a Sale is subject to the Infinex terms. In addition, you must not participate in a Sale in a manner which is unfair, abusive, manipulative, or illegal in any way. If you receive information which may amount to inside information in connection with any Sale, you may not participate in that Sale, and you must not unlawfully disclose that information to another person.