$BARD Token Airdrop Terms and Conditions

Terms and Conditions

1. Introduction.

These Token Airdrop Terms & Conditions (“Airdrop Terms”) govern your participation in and receipt of $BARD Tokens (“Tokens”) through the Airdrop (as defined below) by the Liquid Bitcoin Operations Inc. (collectively, “Lombard”, “we” or “us”).

Please read these Airdrop Terms carefully, as they include important information about your legal rights. By participating in the Airdrop or claiming Airdrop tokens, you (“Participant”) are agreeing to these Airdrop Terms. If you do not understand or agree to these Airdrop Terms, please do not participate in the Airdrop.

These Airdrop Terms are supplemental to, and incorporate by reference, the Lombard Terms of Service available at https://docs.lombard.finance/legals/terms-of-service (the “Terms” and, together with the Airdrop Terms, the “Agreement”). Capitalized terms used but not defined herein have the meaning given in the Terms. In the event of a conflict between these Airdrop Terms and the Terms, these Airdrop Terms will govern.

By participating in the Airdrop (defined below) in any way, you represent and warrant to and for the benefit of Lombard and its affiliates, officers, directors, employees, and third-party service providers (“Lombard Parties”) (i) that you have read, understand, and agree to be bound by this Agreement; and (ii) that you are eligible to participate in the Airdrop (defined below) and receive Tokens (defined below).

YOU ARE SOLELY RESPONSIBLE FOR MAKING YOUR OWN DECISIONS WITH RESPECT TO YOUR PARTICIPATION IN THE AIRDROP. BY PARTICIPATING IN THE AIRDROP, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ASSUME ALL RISK WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION THOSE SET FORTH IN THESE AIRDROP TERMS. IN NO EVENT SHALL THE LOMBARD PARTIES HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FOR ANY CLAIMS, DAMAGES, OR OTHER LOSS ARISING FROM OR RELATED TO THE AIRDROP OR ANY TOKENS. YOU PARTICIPATE IN THE AIRDROP AND RECEIVE TOKENS AT YOUR OWN RISK.

2. Airdrop.

“Airdrop” means each and every program through which Lombard shall make the Tokens available to certain users. Airdrop mechanics may require users to enable software (including a Wallet, as defined below), agree to the Lombard Terms of Service, and agree to these Airdrop Terms.

The Airdrop shall be conducted during a specified period, as determined by Lombard in its sole discretion and announced on the Site or elsewhere in Lombard’s discretion (the “Airdrop Period”). Each Participant must follow the instructions set forth in any Airdrop announcement and/or such other instructions as may be provided by Lombard from time to time (the “Airdrop Rules”) to participate in the Airdrop. The number of Tokens allocated to a Participant in any Airdrop will be determined by Lombard, in its sole discretion, and such allocation may vary among Participants or may vary from time to time during the Airdrop Period.

3. Participant Eligibility

You are not eligible to participate in the Airdrop if you are (i) located in, or a resident of, the United States or any other jurisdiction where participation in the Airdrop may be restricted or prohibited by applicable law or regulations or (ii) a Prohibited Person (as defined below).

You agree and acknowledge that you are not a Prohibited Person and you will not use a “virtual private network” or other tool to circumvent any geographical limitations or other restrictions that we may have implemented for Airdrop recipients. Any such circumvention, or attempted circumvention, may permanently disqualify you from participation in the Airdrop in our sole and absolute discretion.

A “Prohibited Person” is any person or entity that is (a) the subject of any economic or trade sanctions administered or enforced by any governmental authority, including being designated on any list of prohibited or restricted parties by any governmental authority, such as the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce Denied Persons List Entity List, the E.U. Consolidated List of persons and the U.K. Consolidated List of Financial Sanctions Targets, (b) located in, a resident of, are a citizen, national or agent of, or an entity organized, incorporated or doing business in any jurisdiction or territory that is the subject of comprehensive country-wide or regional economic sanctions or has been designated as “terrorist supporting” by the United Nations or the governmental authority of the European Union, United Kingdom or the United States, or (c) owned or controlled by such persons or entities listed in (a)-(b).

You further acknowledge and agree as follows:

• Lombard, in its sole discretion, shall determine the eligibility criteria for participation in the Airdrop, including what quantity of Tokens shall be distributed to eligible Participants at any time or based on any criteria, as set by Lombard in its sole discretion (“Airdrop Criteria”). Different Participants may receive different amounts of Tokens in any particular Airdrop, depending on the Airdrop Criteria set forth by Lombard for such Airdrop. Lombard shall have no obligation to notify actual or potential Participants of the Airdrop Criteria for any Airdrop.

• Lombard reserves the sole and absolute right to disqualify any Participant or potential Participant it deems ineligible (in its sole discretion) to participate in any Airdrop.

• Lombard reserves the right to screen Participants, including through the use of third-party analytics tools, and to take any additional steps as it deems necessary or appropriate, in its sole discretion, to verify the identity and eligibility of any Participant.

• Lombard reserves the right, in its sole discretion, to deny any person, internet-protocol address (“IP Address”), and/or digital-asset, smart-contract, or other blockchain-based protocol address (each, an “Airdrop Address”) access to the Airdrop (or otherwise exclude such person, IP Address, or Airdrop Address from the Airdrop).

• Your IP Address will be screened and excluded from any Airdrop if our geo-location controls detect that you may be located in a jurisdiction not permitted to participate in the Airdrop or otherwise considered high risk, with respect to the Airdrop or otherwise (collectively, “Prohibited Jurisdictions”). You agree and understand that the Prohibited Jurisdictions are subject to change at our sole discretion without notice. You agree that it is a breach of this Agreement to circumvent or attempt to circumvent any screening tools used by Lombard, including without limitation by use of proxy or VPNs disguised to mask your presence in a Prohibited Jurisdiction.

• By participating in the Airdrop, you represent that you have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain technologies, cryptocurrencies and other digital assets, storage mechanisms (such as Wallets), and blockchain-based software systems to be able to assess and evaluate the risks and benefits of participating in the Airdrop. You acknowledge and agree that there are risks associated with purchasing and holding cryptocurrency and using blockchain technology. These include, but are not limited to, risk of losing access to cryptocurrency due to slashing, loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risk related to token taxation, risk of personal information disclosure, risk of uninsured losses, volatility risks, and unanticipated risks.

4. Participant Representations and Warranties; Disclaimers

• By participating in any Airdrop, you represent and warrant that you have full legal capacity and authority to bind yourself and agree to the Airdrop Terms. If you are acting as an employee or agent of a legal entity, and enter into the Airdrop Terms on behalf of that entity, you represent and warrant that you have all necessary rights and authorizations to do so on behalf of such entity and to bind such entity to this Agreement.

• You represent and warrant that all information provided during the Airdrop process is true, accurate, and complete.

• You represent and warrant that your participation in the Airdrop does not violate any applicable laws, including without limitation applicable economic and trade sanctions and export control laws and regulations, such as those administered and enforced by the EU, OFSI, OFAC, the U.S. Department of State, the U.S. Department of Commerce, the UN Security Council, and other relevant authorities.

• You represent and warrant now and at the time of receipt of any Token that you (a) lawfully may receive Tokens for free via the Airdrop (other than gas fees or applicable taxes, if any, that may be due to third parties), (b) were not promised the Tokens or any other tokens (whether via the Airdrop or otherwise); and (c) took no action in anticipation of, or in reliance on, receiving the Tokens or any tokens, the occurrence of an Airdrop, or potential participation in any Airdrop.

• You acknowledge and agree that you are solely responsible for all taxes that may be due in connection with your participation in the Airdrop, and Lombard has no liability in connection with the same. Tax treatment of Tokens received via Airdrop may vary in your jurisdiction. You should consult with a tax advisor with respect to the Tokens.

• You acknowledge and agree that you are solely responsible for complying with all applicable laws of the jurisdiction in which you reside and the jurisdiction in which you are participating in the Airdrop and/or claiming Tokens.

• You acknowledge and agree that Lombard reserves the right to require additional information from you and to enter, use, or share such information into or with third parties, and its systems, tools, or functionalities, as Lombard deems appropriate in its sole discretion, including to reduce the risks of money laundering, terrorist financing, sanctions violations, or other potentially illicit activity, and you agree to provide complete and accurate information in response to any such requests.

• You acknowledge and agree that your participation in the Airdrop and claim of Tokens does not require or involve any form of purchase, payment, or tangible consideration from or to us, nor otherwise require or involve any acceptance of value by us from you.

• You acknowledge and agree that Lombard, in our sole discretion, shall determine your eligibility to receive Tokens or participate in the Airdrop.

• You acknowledge and agree that, notwithstanding any documentation, commentary, calculators, metrics, and/or points systems published or otherwise made available by any third party (“Third-Party Publications”), you are not entitled to receive any Tokens and/or to participate in the Airdrop. Lombard does not review, control, monitor, or confirm the accuracy of information that may be provided through Third-Party Publications. You acknowledge and agree that you have not engaged, and will not engage, in any activities designed to obtain Tokens, including on the basis of, or in reliance on, Third-Party Publications.

• You represent and warrant that you are the legal owner of the wallet that you use to access or participate in the Airdrop and the Services and will not sell, assign, or transfer control of such address or the Tokens to third parties to circumvent any restrictions on the Tokens or to knowingly redistribute Tokens to a person, IP Address, or wallet that would violate these Airdrop Terms if claimed directly by such person, IP Address, or wallet.

• You acknowledge and agree that if you are unable to claim the Airdrop due to technical bugs, smart contract issues, gas fees, wallet incompatibilities, loss of access to a wallet or the key thereto, or for any other reason, you will have no recourse or claim against Lombard or any Lombard Party. In any such cases, neither Lombard nor any Lombard Party will bear any liability.

• You acknowledge and agree that claiming the Airdrop may require interaction with, reliance on, or an integration with third-party products or services (e.g., a wallet or a network or blockchain) that we do not control. In the event that you are unable to access such products, services, or integrations, or if they fail for any reason, and you are unable to participate in the Airdrop or claim Tokens as a result, neither we nor any Lombard Party bear(s) any responsibility or liability to you.

• You agree and acknowledge that the regulatory regime governing blockchain technologies, cryptocurrencies and other digital assets is uncertain, that new regulations or policies may materially adversely affect the potential utility or value of such cryptocurrencies and digital assets, and that there are risks of new taxation related to the purchase or sale of cryptocurrencies and other digital assets.

• LOMBARD MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF TOKENS ON ANY THIRD-PARTY MARKETPLACE OR ANY PURPORTED SUBSEQUENT TRANSACTIONS.

5. Risk

You acknowledge and agree that your participation in the Airdrop is at your own risk. You acknowledge and agree that you have carefully reviewed, read, and understood the terms set forth in this Agreement, as well as the Terms.

WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EACH LOMBARD PARTY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES RELATING TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, USAGE, QUALITY, PERFORMANCE, SUITABILITY OR FITNESS OF THE AIRDROP FOR ANY PARTICULAR PURPOSE, OR AS TO THE ACCURACY, QUALITY, SEQUENCE, RELIABILITY, WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.

The Lombard Parties make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Airdrop; (b) any harm to your computer system, loss of data, or other harm that results from your participation in the Airdrop; (c) the operation or compatibility with any other application or any particular system or device, including any Wallets; and (d) whether the Airdrop will be available on an uninterrupted, secure or error-free basis. Nothing contained in these Terms constitutes, or is meant to constitute, financial, legal or other professional advice.

6. Indemnification and release

Without limiting any terms in the Terms, you agree that you shall defend, indemnify, and hold Lombard and the Lombard Parties harmless from and against any and all claims, actions, proceedings, investigations, demands, suits, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs, and fines or penalties imposed by any regulatory authority) incurred by Lombard Parties arising out of or in connection with: (a) your use of, or conduct in connection with, the Airdrop; (b) the Tokens; (c) your breach or our enforcement of these Airdrop Terms; or (d) your violation of any applicable law, regulation, or rights of any third party. Your obligations under this indemnification provision will continue even after the expiration or earlier termination of this Agreement.

TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL ANY LOMBARD PARTY BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR PARTICIPATION IN THE AIRDROP), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE AIRDROP TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE AIRDROP OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF ANY OF THE LOMBARD PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE AIRDROP. THE LOMBARD PARTIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

7. No professional advice and no fiduciary duties

All information provided through the Airdrop site, or otherwise provided by Lombard, is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the website or obtained in connection with the Airdrop. Before you make any financial, legal, tax or other decisions involving the Airdrop, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

8. Governing law

These Airdrop Terms shall be construed in accordance with the laws of Panama, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

9. Severability

If any term, clause, or provision of the Airdrop Terms is held to be illegal, invalid, void, or unenforceable (in whole or in part), then such term, clause, or provision shall be severable from the Terms without affecting the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision in the Terms, which will otherwise remain in full force and effect. Any invalid or unenforceable provisions will be interpreted to affect the intent of the original provisions. If such construction is not possible, the invalid or unenforceable provision will be severed from the Airdrop Terms, but the rest of the Terms will remain in full force and effect.

10. Update to the Terms

We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or participation in the Airdrop after the modifications have become effective will be deemed your acceptance of the modified Terms.

11. Contact

You may contact us regarding these Terms by email at [email protected].