토큰 스왑 이용 약관

최종 수정 날짜 : 2020년 9월 21일

Your exchanges of Ethereum-based MVL tokens(referred to in these Terms as “MVL ERC-20 tokens”) for BNB-based MVL tokens(referred to in these Terms as “MVL-BEP2 tokens”) and vice versa during the Swap Period(as defined in these Terms) are subject to these Terms. Each of you and a company incorporated in the MVL Foundation Pte. Ltd.(“Company,” “we,” “us”) is a “Party” and together the “Parties.” As used in these Terms, the term “Token” can mean either an MVL ERC- 20 token or a MVL BEP2 token, and the term “Tokens” can mean either, or both.

These Terms take effect, and become binding on you, when you (1) click an “I Agree” button, check box, (2) when we receive your submission of MVL tokens, and these Terms may be altered. By exchanging MVL ERC-20 tokens for MVL-BEP2 tokens and vice versa during the Swap Period, you will be bound by these Terms and all terms incorporated by reference, as well as the MVL Privacy Policy and Terms of Service. If you have any questions regarding these Terms, please contact us at support@mvlchain.io.

PLEASE READ THESE TOKEN SWAP TERMS AND CONDITIONS(AS AMENDED AS PROVIDED HEREIN, THE “TERMS”) CAREFULLY. AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTIONS) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL BE PERMITTED TO PURSUE CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY ON AN INDIVIDUAL BASIS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PARTICIPATE IN THE TOKEN SWAP.

1. Scope of Terms.

Unless otherwise stated in these Terms, these Terms govern only your exchange of MVL ERC-20 tokens for MVL BEP2 tokens and vice versa during the Swap Period(the “Token Swap”). Any use of MVL ERC-20 tokens and MVL BEP2 tokens in connection with providing or receiving Services in the MVL Network will be governed solely by other applicable terms and policies, which currently include the MVL Terms of Service. New terms or policies may be added to the MVL Terms and Services from time to time according to the modification procedures set forth therein. You have read and understand these Terms ad well as (i) the MVL Terms of Services and (ii) the Risk Disclosures, and you will regularly check for updates for these documents on www.mvlchain.io or other channels made available at the MVL website, and will read and be bound by any updates. YOU AGREE AND CERTIFY THAT YOU ARE EXCHANGING MVL ERC-20 TOKENS FOR MVL BEP2 TOKENS OR VICE VERSA DURING THE TOKEN SWAP FOR YOUR OWN PERSONAL USE AND UTILITY AND TO PARTICIPATE ON THE MVL NETWORK, AND NOT FOR INVESTMENT, FOR DISTRIBUTION OR FOR FINANCIAL PURPOSES. YOU AGREE AND CERTIFY THAT TOKENS ARE NOT A SECURITY OR A CRYPTOCURRENCY AND YOU ACKNOWLEDGE THAT TOKENS MAY LOSE ALL VALUE. MVL ERC-20 tokens are cryptographic tokens used on the Ethereum Network and MVL BEP2 tokens are cryptographic tokens used on the BNB Network. If you did not understand any of the concepts identified in these Terms or the MVL Terms of Service, please contact us at the support@mvlchain.io. By agreeing to these Terms you affirm that you understand and agree with all concepts described in the specified documents to your satisfaction. To the extent of any conflict with these Terms, the Ethereum Terms and Policies shall control with respect to any issues relating to the use of MVL ERC-20 tokens in connection with providing or receiving Services on the Ethereum Network. To the extent of any conflict with these Terms, the BNB Terms and Policies shall control with respect to any issues relating to the use of MVL BEP2 tokens in connection with providing or receiving Services on the BNB Network.

2. Principles.

By exchanging MVL ERC-20 tokens for MVL BEP2 tokens and vice versa you expressly agree to all of these Terms. You further confirm to have carefully reviewed these Terms, the Ethereum Network Terms, and the BNB Network Terms and Policies and to fully understand the risks of exchanging MVL ERC-20 tokens for MVL BEP2 tokens and vice versa. This document does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction. It is a description of the exchange of MVL ERC-20 tokens for MVL BEP2 tokens and vice versa.

3. Cancellation, Rescission.

Your exchange of MVL ERC-20 tokens for MVL BEP2 tokens and vice versa during the Swap Period is final, and there are no refunds, cancellations or rescissions except as may be required by applicable law or regulation. We will provide you web-based support only, in our sole discretion and support may include email, web forums, and knowledge base support. We will not provide telephone or live support. Our support email can be found on the MVL website. By participating in the Token Swap, you acknowledge and agree unconditionally and irrevocably to waive any right of set-off, netting, counterclaim, abatement or other similar remedy which you might otherwise have in respect of any Tokens or under these Terms under the laws of any jurisdiction.

4. Token Swap Procedures and Specifications.

Accepted Tokens. Only MVL ERC-20 tokens are accepted in exchange for MVL BEP2 tokens, and only MVL BEP2 tokens are accepted in exchange for MVL ERC-20 tokens. The MVL Network does not accept any other type of token or currency. Swap Period. MVL ERC-20 tokens can be submitted in exchange for MVL BEP2 tokens, on a 1-to-1 ratio, and MVL BEP2 tokens can be submitted in exchange for MVL ERC-20 tokens on a 1-to-1 ratio. Transferability of MVL ERC-20 tokens and MVL BEP2 tokens i. Notwithstanding any other provision of these Terms, the Company reserves the right to treat as void any transfer or attempted transfer of a MVL ERC-20 token and MVL BEP2 token that the Company reasonably believes to be unlawful for any reason. ii. Transferees of MVL ERC-20 tokens and MVL BEP2 tokens in permitted transfers shall be deemed to be bound by these Terms, the Ethereum Terms and Policies, and the Binance Chain Terms and Policies. The owner of the wallet in which any Token is held will(except as otherwise required under applicable law or as ordered by a court of competent jurisdiction) be treated as the absolute owner of that Token for all purposes(regardless of any notice of any trust or any other interest), and neither the Company nor any other person will be liable for so treating that person as the absolute owner of such Token. By transferring any Token in a permitted transfer, you assign all your rights, title and interest under these Terms to the transferee. If any rule of law requires written notice to effect the transfer of any MVL ERC-20 token or MVL BEP2 token, such notice is deemed to have been given as an electronic record by inclusion of the relevant transaction on a block on the Ethereum or the Binance Chain. iii. Protections offered by applicable law in relation to the acquisition, storage, sale and/or transfer of the instruments and/or investments do not apply to the transfer of MVL ERC-20 token or MVL BEP2 token under these Terms or to your storage, sale and/or transfer of MVL ERC-20 tokens or MVL BEP2 tokens. Excluded Contributions. The Token Swap involves only the exchange of MVL ERC-20 tokens for MVL BEP2 tokens and vice versa on a 1-to-1 basis. Any other type of consideration, including any type of fiat or cryptocurrency will not be accepted. In addition, DO NOT make use of any multi-signature wallet as we will not support them and your transaction will not be accepted. By doing so your MVL ERC-20 tokens or MVL BEP2 tokens may be permanently lost and you may not receive your tokens. Delivery. After completion of the Token Swap, the account you used to exchange Tokens will be credited with the appropriate number of Tokens from the total amount of Tokens you exchanged during the Token Swap. All deliveries from the Token Swap will be made electronically. Deliveries will be made directly to the account, address or wallet associated with your Token Swap. Your cryptocurrency wallet must possess the technical infrastructure that is compatible with the receipt, storage and transfer of the MVL ERC-20 or MVL BEP2 tokens. Third Party Service Provider or Agent. If you participate in the Token Swap through a third party service provider or agent, that service provider or agent is your agent, not ours, for the purpose of the Token Swap. You, not we, are responsible for ensuring that we actually receive the appropriate amount of MVL ERC-20 or MVL BEP2 tokens and that you receive the appropriate amount of Tokens. We are not responsible for any loss or delay of Tokens due to your use of a third party service provider or agent. i. Exchange Submission Rejection. Without limiting the grounds upon which the Company may refuse to distribute

5. Acknowledgement and Assumption of Risks.

You acknowledge and agree that there are risks associated with holding Tokens, exchanging Tokens, and using Tokens for providing or receiving Services in the MVL Network, including, without limitation, those disclosed and explained below. You assume all of these risks. If you have any questions regarding these risks, please contact us at support@mvlchain.io. BY PARTICIPATING IN THE TOKEN SWAP. YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL OF THESE RISKS. Risk of Losing Access to Tokens Due to Wallet Incompatibility: Your cryptocurrency wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of the MVL ERC-20 token or MVL BEP2 token. The Company reserves the right to prescribe additional conditions relating to specific wallet requirements for the Token Swap at any time, acting in its sole discretion. Risks Associated with the Blockchain Protocols: MVL ERC-20 tokens are based on the Ethereum protocol. MVL BEP2 tokens are based on the BNB Network. As such, any malfunction, breakdown, abandonment, unintended function, unexpected functioning of or attack on the Ethereum protocol or the BNB Network may have an adverse effect on the MVL ERC-20 tokens or MVL BEP2 tokens, respectively, including causing them to malfunction or function in an unexpected or unintended manner. Risks Associated with Your Credentials: Any third party that gains access to or learns of your wallet login credentials may be able to dispose of your tokens. To minimize this risk, you should guard against unauthorized access to your electronic devices. In addition, you are responsible for giving us the correct wallet address to which to send your Tokens. If you give us the incorrect address to which to send your Tokens, we are not responsible for any loss of Tokens that may occur.

6. Security

a. Your Security. You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold MVL ERC-20 tokens or MVL BEP2 tokens you receive in the Token Swap or thereafter, including any credentials necessary to access such storage mechanism(s). If your access credentials are lost, you may lose access to your Tokens. We are not responsible for any such losses. You will implement reasonable and appropriate measures designed to secure access to (i) any device connected with the email address associated with your account, (ii) your email address, password and any other login or identifying credentials. If you are no longer in possession of any device connected with your account or are not able to provide your login or identifying credentials, we may, in our sole discretion and only if we are able, grant access to your account to any person providing additional credentials to us. We reserve the right to determine the additional credentials required, which may include a sworn, notarized statement of identity. b. Your Information. We may use aggregate statistical information about your activity, including your activity on the MVL website or platform and logins to various websites, for marketing or any other purpose at our sole discretion. We may use your internet protocol address to verify your exchange of MVL ERC-20 tokens for MVL BEP2 tokens and vice versa. However, we will not release your personally-identifying information to any third party without your consent, except as not prohibited by law or as set forth in these Terms, our Privacy Policy or any MVL Terms of Service. For more information about how we process and use your personally-identifying information, see the Privacy Policy at the MVL website.

7. Personal Information.

We may determine, in our sole discretion, that it is necessary to obtain certain information about you (e.g., identity, source of wealth) in order to comply with applicable law or regulation in connection with your exchange of MVL ERC-20 tokens for MVL BEP2 tokens and vice versa. You shall provide us such information promptly upon request, and you acknowledge that we may refuse to allow you to exchange your MVL ERC-20 tokens for MVL BEP2 tokens and vice versa until you provide such requested information and we have determined that it is permissible to allow you to exchange your MVL ERC-20 tokens for MVL BEP2 tokens and vice versa under applicable law.

8. Taxes.

You are responsible for determining what, if any, taxes apply to your exchange of MVL ERC-20 tokens for MVL BEP2 tokens and vice versa, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct tax to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or other tax arising from your exchange of MVL ERC-20 tokens for MVL BEP2 tokens and vice versa. You agree not to hold the Company or any of the Company Parties liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of Tokens or any other action or transaction related to the Token Swap.

9. Representations and Warranties.

By submitting your MVL ERC-20 tokens for exchange into MVL BEP2 tokens and vice versa, you represent, warrant and covenant that: a. You have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand these Terms and to appreciate the risks and implications of exchanging your MVL ERC-20 tokens for MVL BEP2 tokens and vice versa. b. You have read and understand these Terms, and are entering into these Terms with us voluntarily and based on your own independent judgment and on advice from independent advisors as you have considered to be necessary or appropriate, after due inquiry. c. You have obtained sufficient information about the Tokens to make an informed decision to exchange your MVL ERC-20 tokens for MVL BEP2 tokens and vice versa. d. Your exchange of your MVL ERC-20 tokens for MVL BEP2 tokens and vice versa complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the exchange of your MVL ERC-20 tokens for MVL BEP2 tokens and vice versa, and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to the Token Swap, and (iii) any governmental or other consents that may need to be obtained. e. You shall promptly provide to the Company, upon request, proof of identity and/or source of funds and/or other documentation or other information that the Company may request from time to time in connection with the Company's obligations under, and compliance with, applicable laws and regulations, including but not limited to anti money laundering legislation, regulations or guidance and/or tax information reporting or withholding legislation, regulations or guidance, or any policies. f. You are legally permitted to receive the MVL ERC-20 tokens or MVL BEP2 tokens. g. You will comply with any applicable tax obligations, if any, in your jurisdiction arising from exchanging your MVL ERC-20 tokens for MVL BEP2 tokens and vice versa. h. If you are exchanging MVL ERC-20 tokens for MVL BEP2 tokens and vice versa on behalf of any entity, (i) you are authorized to accept these Terms on such entity's behalf and such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to "you" in these Terms refer to you and such entity, jointly); (ii) the acceptance of these Terms and the entry into a binding agreement with the Company will not result in any breach of, be in conflict with, or constitute a material default under: (A) any provision of such entity’s constitutional or organizational documents (in the case of a corporate entity including, without limitation, any company or partnership); (B) any provision of any judgment, decree or order imposed on such entity by any court or governmental or regulatory authority; and/or (C) any material agreement, obligation, duty or commitment to which such entity is a party or by which such entity is bound; and (iii) such entity is duly incorporated, registered and validly existing under the applicable laws of the jurisdiction in which the entity is established. i. If you are a corporation, company, partnership or other “non-natural person” entity, (i) the acceptance of these Terms and the entry into a binding agreement with the Company will not result in any breach of, be in conflict with, or constitute a material default under: (A) any provision of your constitutional or organizational documents (in the case of a corporate entity including, without limitation, any company or partnership); (B) any provision of any judgment, decree or order imposed on you by any court or governmental or regulatory authority; and/or (C) any material agreement, obligation, duty or commitment to which you are a party or by which you are bound; and (ii) you are duly incorporated or organized, registered and validly existing under the applicable laws of the jurisdiction in which you are established. j. You are not a governmental or semi-governmental authority. k. Tokens are not intended to be a digital currency, security, commodity or any other kind of financial instrument. l. You are of a sufficient age to legally obtain and use MVL ERC-20 tokens or MVL BEP2 tokens. m. With regard to the Tokens, we make no guarantees that you will be able to resell the Tokens, or as to their future value, and that no market liquidity may be guaranteed and that the value of the Tokens over time may experience extreme volatility or depreciate in full. n. You bear the sole responsibility to determine if the creation, ownership or use of the Tokens, the potential appreciation or depreciation in the value of the Tokens over time, the exchange of MVL ERC-20 tokens for MVL BEP2 tokens and vice versa may have tax implications. By obtaining, holding or using the Tokens, and to the extent permitted by law, you agree not to hold any third party (including developers, auditors (e.g. contractors or founders) liable for any tax liability associated with or arising from the creation, ownership or use of the Tokens.

10. Proprietary Rights.

a. Suggestions. If you provide any suggestions to the Company or any Company Party, we will own all right, title, and interest in and to those suggestions, even if you have designated the suggestions as confidential or proprietary. The Company Parties shall be entitled to use, transfer and hypothecate the suggestions without restriction. You irrevocably assign to us all right, title and interest in and to such suggestions and shall provide us any assistance we may require to document, perfect and maintain our rights in the suggestions. b. Hardware and Software. Under no circumstances will you gain any proprietary rights in any computer hardware or software (except the value of the MVL ERC-20 tokens or MVL BEP2 tokens you receive in your Token Swap) used by us or our affiliates. c. Intellectual Property. We retain all right, title and interest in all of our intellectual property, including without limitation (i) all patents, designs, copyright and related rights, database rights, knowhow and confidential information, trademarks and related goodwill, trade names (whether registered or unregistered), and the rights to apply for registration, inventions, discoveries, processes, methods, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and all trademarks, copyrights or patents based thereon; (ii) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognized in the future; and (iii) all applications, extensions and renewals in relation to any such rights (collectively, the “Company IP Rights”). You may not use any of the Company IP Rights for any reason, except with our express, prior, written consent which may be granted by us in our sole discretion and, if granted, thereafter revoked by us at any time. Except as expressly set out in these Terms, you are not entitled, for any purpose, to any of the Company’s IP Rights. We at all times retain ownership, including all rights, title and interests in and to the Company’s IP Rights and you understand and accept that by accepting the Token Swap pursuant to these Terms you will not (A) acquire or otherwise be entitled to any Company’s IP Rights; (B) make a claim in respect of any Company’s IP Rights or any other equivalent rights; or (C) use, attempt to use, copy, imitate or modify (whether in whole or in part) any Company’s IP Rights, except with our prior written consent.

11. Indemnification.

a. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and its parent companies, subsidiaries and affiliates, and its and their respective past, present and future employees, officers, directors, managers, contractors, consultants, equity holders, suppliers, vendors, service providers, agents, representatives, predecessors, successors and assigns (the "Company Parties"), on demand from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys' fees, court costs, investigative costs, amounts paid in settlement and other costs and expenses) that arise from or relate to: (i) your exchange of MVL ERC-20 tokens for MVL BEP2 tokens and vice versa, (ii) the performance or non-performance of your responsibilities and obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any other person or entity. b. The rights of the Company Parties (a) are in addition to, and not in lieu of, (i) any other indemnities set forth in any other written agreement between you and Company, and (ii) any other remedies that may be available to the Company under applicable law or in equity. c. The Company reserves the right to exercise sole control over the defense, at your cost and expense.

12. Disclaimers.

a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY US, (i) THE MVL ERC-20 TOKENS AND MVL BEP2 TOKENS ARE ISSUED IN THE TOKEN SWAP ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (ii) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE MVL BEP2 TOKENS WILL BE CORRECTED; AND (iii) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR MVL ERC-20 TOKENS OR MVL BEP2 TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. b. WE DO NOT AND WILL NOT PROVIDE YOU WITH ANY SOFTWARE OTHER THAN THE MVL ERC-20 TOKENS OR MVL BEP2 TOKENS IN YOUR TOKEN SWAP. c. YOU UNDERSTAND THAT THE TOKENS, BLOCKCHAIN TECHNOLOGY, AND OTHER CRYPTOCURRENCY ARE NEW AND UNTESTED TECHNOLOGIES OUTSIDE OF OUR CONTROL AND, THEREFORE, ADVERSE CHANGES IN MARKET FORCES, LAW OR TECHNOLOGY WILL EXCUSE OUR PERFORMANCE UNDER THESE TERMS. d. TRANSACTIONS USING BLOCKCHAIN TECHNOLOGY, SUCH AS THOSE INVOLVING THE TOKEN SWAP, ARE AT RISK TO MULTIPLE POTENTIAL FAILURES, INCLUDING COMPUTER FAILURE, BLOCKCHAIN FAILURE OF ANY KIND, USER FAILURE, TOKEN THEFT, MVL NETWORK HACKING AND TELECOMMUNICATIONS OR INTERNET FAILURE OR DISRUPTION. WE ARE NOT RESPONSIBLE FOR ANY LOSS OF DATA, TOKENS OR OTHER CRYPTOCURRENCY, HARDWARE OR SOFTWARE RESULTING FROM ANY TYPES OF FAILURES, THEFT OR HACK. e. Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers may not apply to you.

13. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, a. IN NO EVENT WILL THE COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS; UNREALIZED GAIN OR SAVINGS; LOSS OF USE OR DATA; OR DAMAGES FOR BUSINESS INTERRUPTION, OR LOSS OF TOKENS) ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE TOKENS, THE TOKEN SWAP OR THE USE OF, OR INABILITY TO USE, THE TOKENS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR INFRINGEMENT OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND b. IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR INFRINGEMENT OR OTHER THEORY, ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE TOKENS, THE TOKEN SWAP OR THE USE OF, OR INABILITY TO USE, THE TOKENS, EXCEED US$1000. c. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE TOKEN SWAP OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER THE END OF THE SWAP PERIOD OR IT WILL BE FOREVER BARRED.

14. Dispute Resolution; Arbitration.

a. Binding Arbitration. Except for any controversies, disputes, demands, claims, causes of actions, or suits, actions or proceedings (collectively, "Disputes") in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you (i) waive your rights to have any and all Disputes arising out of or in any way related to these Terms, the Tokens, the Token Swap or the use of, or inability to use, the Tokens resolved in a court, and (ii) waive your rights to a jury trial. Instead, you shall arbitrate all Disputes between you and any Company Party (including, without limitation, all Disputes concerning the interpretation and scope of this Section 16, the arbitrability of the controversy, dispute, demand, claim, or cause of action, or any related or prior agreement that you may have or have had with us) through binding and confidential arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court). b. No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. c. You and we must abide by the following rules: (i) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (ii) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (iii) the arbitrator will honor claims of privilege and privacy recognized at law; (iv) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or the results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award; (v) subject to the limitation of liability provisions of these Terms, the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (vi) you and we will pay our respective attorneys' fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys' fees and expenses to the prevailing party, and, in such instances, the fees and costs awarded will be determined by the applicable law. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the Rules and Procedures, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys' fees will be governed by the Rules and Procedures. d. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of you and us.

15. Severability.

If a court of competent jurisdiction holds any provision of these Terms to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect. The Parties intend that any invalid or unenforceable provision will be interpreted to affect the intent of the original provision. If such a construction is not possible, the invalid or unenforceable provision will be severed from these Terms, but the rest of these Terms will remain in full force and effect.

16. Modifications to the Terms.

We may modify these Terms at any time by posting a revised version on the MVL website, other channels we make available or, only if you have provided us with an email address, by email. The modified provisions will become effective upon posting or the date indicated in the posting, or if we notify you by email, as stated in the email. It is your responsibility to check the MVL website and other channels regularly for modifications. Your continued use of the Tokens after any modification becomes effective constitutes your acceptance of the modification. We last modified these Terms on the date listed at the beginning of these Terms.

17. Miscellaneous.

a. Confidentiality and Publicity. You may use Company Confidential Information (as defined below) only in connection with your exchange of MVL ERC-20 Tokens for MVL BEP2 Tokens or vice versa and pursuant to these Terms. You will not disclose Company Confidential Information during or after the Swap Period. You will use best efforts to avoid disclosure, dissemination or unauthorized use of Company Confidential Information, including, at a minimum, taking those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to these Terms or your exchange of MVL ERC-20 Tokens for MVL BEP2 Tokens or vice versa. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person. i. "Company Confidential Information" means all nonpublic information disclosed by any Company Party, their respective business partners and their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Company Confidential Information includes, without limitation: (A) nonpublic information relating to any Company Party or their respective business partners' technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (B) third-party information that we are obligated to keep confidential; and (C) the nature, content and existence of any discussions or negotiations between you and any Company Party. ii. Company Confidential Information does not include any information that: (A) is or becomes publicly available without breach of these Terms; (B) you can show conclusively by documentation to have been known to you at the time of your receipt from any Company Party; (C) you can show conclusively by documentation to have been received by you from a third party who did not acquire, use or disclose the same by a wrongful or tortious act; or (D) you can show conclusively by documentation to have been independently developed by you without reference to any Company Confidential Information. b. Force Majeure. None of the Company Parties will be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any force, event or condition outside of its control, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, war, changes in blockchain technology and changes in the Ethereum protocols or the Binance Chain protocols. c. Independent Contractors. We and you are independent contractors, and neither Party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. d. No Third Party Beneficiaries. These Terms do not create any third party beneficiary rights in any person except for any of our affiliates or licensors or other Company Parties as provided in these Terms. e. Import and Export Compliance. In connection with these Terms, you will comply with all applicable import, re-import, export and re-export control and laws, regulations, guidance and programs, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country or individual-specific economic sanctions programs implemented by OFAC. You are solely responsible for legal compliance related to your acquisition, use, exchange and transfer of Tokens. f. Notices. All communications and notices to be made or given pursuant to these Terms must be in the English language. g. To you: We may provide any notice to you under these Terms by sending an email to the email address associated with your account. Notices we provide by posting on the MVL website will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current and active. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive or read the email. ii. To us: To give us notice under these Terms, you must contact the Company by email at support@mvlchain.io. We may update this email address for notices to us by posting a notice on the MVL website or sending an email to you. Notices to us will be effective when received by us. h. Assignment. You will not assign these Terms, or delegate or sublicense any of your rights under these Terms, without our prior written consent. We may assign these Terms or any of its provisions without your consent. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective successors and permitted assigns. i. No Waivers. The failure by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective. j. Entire Agreement. These Terms (including the web links, other agreements and instruments referred to in these Terms) constitute the entire agreement between the parties and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof.