Terms and Conditions

Welcome to our website. By accessing and using this site, you agree to be bound by the following terms and conditions:

Definitions and Interpretation

1. In these terms and conditions the definitions set out in Appendix 1 shall apply unless the context requires otherwise.

2. In these terms and conditions:

   a. Headings are included for convenience only and do not affect the construction or interpretation of these terms and conditions.

   b. Any reference to a clause (unless expressly provided otherwise) will be a reference to a clause of these terms and conditions.

   c. Any reference to the singular includes the plural and vice versa and any reference to one gender includes all genders including the neuter gender.

   d. Any reference to a person will, unless the context otherwise requires, include individuals, partnerships, companies and all other legal persons.

   e. The words include, includes, including and included and similar words and expressions will be construed without limitation unless inconsistent with the context.

   f. Any reference in these terms and conditions to law or to any statute, statutory instrument, directive, regulation, order or other enactment means the same as may be amended, enacted, replaced, extended, modified, consolidated or repealed from time to time.

Prerequisites

1. In order to apply to use the Staking Function you must have:

   a. ALKIMI held in Your Alkimi Labs Sui Wallet;

   b. Registered and completed the ID checks set out in Alkimi Labs;

   c. Be satisfied that you understand the work of the Alkimi Group; and

   d. Sufficient native tokens in Your Alkimi Labs Sui Wallet to cover the necessary gas fees.

Staking

1. Users meeting the prerequisites set out in clause 2.1 above may choose to stake their ALKIMI in the hard-staking pool.

2. Users staking ALKIMI can only select the Zero Day Staking Option.

3. Users must pay the related gas fee to transfer their ALKIMI to the hard-staking pool.

Start and end of Staking

1. A user’s staking period will begin on the date the user chooses to stake their ALKIMI in the hard-staking pool and completes the staking process on Alkimi Labs.

2. A user may withdraw their ALKIMI from the hard-staking pool at any time.

3. Users wishing to withdraw their ALKIMI from the hard-staking pool will need to follow the withdrawal procedure on Alkimi Labs.

Rewards

1. There are three separate reward pools for users staking their ALKIMI on the hard-staking pool:

   a. Base Staking Rewards (as defined in clause 6);

   b. Legacy Bonus Rewards (as defined in clause 7); and

   c. Lock-In Bonus Rewards (as defined in clause 8).

2. Users in the hard-staking pool will all be eligible for Base Staking Rewards but will need to meet separate criteria to qualify for Legacy Bonus Rewards and/or Lock-In Bonus Rewards.

3. There is no guarantee as to the value of any rewards.

4. We retain the right to withhold rewards in the event that we reasonably believe that you are in breach of this Agreement. If we do withhold rewards we will provide you with our reasons for doing so in writing.

5. Unclaimed rewards do not accrue compounded rewards.

Base Staking Rewards

1. Base Staking Rewards are calculated on the protocol fees earned on Alkimi’s Ad Exchange (as published daily on Alkimi Labs).

2. The Base Staking Rewards for each day are calculated as:

   protocol fees for Day X/ the average ALKIMI price on Day X (as calculated on CoinGecko.com)

3. Base Staking Rewards will be payable by the Alkimi Group from its treasury of ALKIMI subject to the Alkimi Group retaining sufficient ALKIMI in its treasury to meet its ongoing obligations.

4. Base Staking Rewards will be payable in ALKIMI.

5. Base Staking Rewards will accrue daily and will start one day after the Staking Start Date.

6. Base Staking Rewards will cease to accrue one day before you unstake ALKIMI from the hard-staking pool

7. Base Staking Rewards will be claimable at the end of the hard-staking pool.

Legacy bonus and final legacy bonus Rewards

1. To qualify for Legacy Bonus Rewards a user must have within the Grace Period either:

   a. provided VSS Consent; or

   b. used the TNC Function and staked some or all of the ALKIMI received under the TNC Function.

2. For the purposes of the Legacy Bonus Rewards, any user who stakes within the Grace Period will be deemed to have staked on 19 August 2025.

3. On 19 September 2025, we will calculate how many ALKIMI have been staked that qualify to receive the Legacy Bonus Rewards (the “Year One Qualification Tokens”). The maximum number of Year One Qualification Tokens is 250,000,000.

4. The Legacy Bonus Rewards will accrue daily and between 19 August 2025 and 18 August 2026 the APY will be calculated as ‘25,000,000/Year One Qualification Tokens’ - for example if there are 200,000,000 Year One Qualification Tokens the APY would be 12.5%.

5. The Legacy Bonus Rewards will stop accruing the day before a user unstakes their ALKIMI from the hard-staking pool.

6. The Legacy Bonus Rewards will be payable in ALKIMI.

7. Users wishing to claim the Legacy Bonus Rewards must follow the procedure set out in Alkimi Labs and pay the required gas fee to transfer the Legacy Bonus Rewards to Your Alkimi Labs Sui Wallet.

Lock-in bonus Rewards

1. To qualify for Lock-In Bonus Rewards a user must have within the Grace Period chosen a Lock-In Period.

2. For each 3 months in a user's Lock-In Period, the user will be entitled to a reward equal to 3% APY. So, for example, if a user selects a 9 month Lock-In Period they will be entitled to a 9% Lock-In Bonus Reward.

3. The Lock-In Bonus Reward will be payable in ALKIMI.

4. The Lock-In Bonus Reward will be claimable after each 3 month period from 19 September 2025 (so 19 December 2025, 19 March 2026, 19 June 2026 and 19 September 2026 - each a "Claim Date"). The maximum Lock-In Bonus Reward accruing on each Claim Date is 3%. So, for example, if a user selects a 9 month Lock-In Period during the Grace Period they will be entitled to a 3% Lock-In Bonus Reward on 19 December 2025, 19 March 2026 and 19 June 2026.

5. Users wishing to claim the Lock-In Bonus Rewards must follow the procedure set out in Alkimi Labs and pay the required gas fee to claim the Lock-In Bonus Rewards to Your Alkimi Labs Sui Wallet.

Prohibited Actions

1. Notwithstanding the other clauses of this Agreement, you will not engage in any activity aimed at manipulating or damaging the Alkimi's Blockchain or the Alkimi Group including, but not limited to,

   a. sending or storing material that you reasonably believe may contain malware, viruses, worms or similar harmful code;

   b. attempting to reproduce, transform or store Alkimi Group's operations, processes, product information, know-how, technical information, computer code, designs, trade secrets, specifications, proposals, models, designs, formulas, results, materials, procedures or software; and

   c. attempting to falsify staking activity, rewards or Lock-In Periods.

2. You agree not to sell, transfer, gift or otherwise dispose of your beneficial ownership of Your Alkimi Labs Sui Wallet.

Your Representations and Warranties

1. By entering into this Agreement, you represent and warrant that:

   a. you have legal capacity to enter into this Agreement;

   b. no legal restrictions exist in your country of residence or domicile for entering into this Agreement;

   c. you acknowledge that digital assets are regarded as a volatile asset and that no guarantee is given as to the value of any rewards.

   d. Your Alkimi Labs Sui Wallet is legally and beneficially owned by you;

   e. you are legally permitted to own ALKIMI;

   f. you are not resident in any of the following countries: Afghanistan, Burundi, China, Crimea, Luhansk, Donetsk, Zaporizhzhia, and Kherson regions of Ukraine, Cuba, Congo, Democratic People's Republic of Korea, Ethiopia, Guyana, Iraq, Iran, Libya, Myanmar, Sri Lanka, Sudan, Syria, Trinidad and Tobago, Vanuatu, Yemen Luhansk, Donetsk, Zaporizhzhia, nor any other country or jurisdiction to which the United Kingdom embargoes goods or imposes similar sanctions;

   g. if you choose to stake your ALKIMI that there is no legal restriction in your country of residence against staking digital tokens;

   h. this Agreement is valid and binding upon you and enforceable in accordance with its terms; and

   i. you are not, and have not been involved in any type of activity associated with money laundering, terror financing, or any other applicable anti-corruption or anti-bribery legislation, nor was ever subject, to any investigation by, or has received a request for information from any governmental body relating to corruption or bribery.

Confidentiality and Data Privacy

This Agreement includes our confidentiality and data privacy policy, which can be found here https://labs.alkimi.org/policies/privacy.

Intellectual Property

1. All rights, title and interest (including Intellectual Property Rights) in the Alkimi's Blockchain belong to the Alkimi Group, and nothing in this Agreement shall operate to transfer any such rights to you.

2. Nothing in this Agreement shall give you any right to use the Alkimi Group's name, logo and any other trademark or branding without the prior written consent of Alkimi.

Liability

1. Our total liability under this Agreement is capped at the total rewards paid to you in any twelve month period (or pro-rata if a claim is brought within the first year of this Agreement).

2. Each party shall take all reasonable steps to mitigate any loss and damage it incurs in relation to any claim or action, whether for tortious act or omission including negligence, breach of contract, misrepresentation or otherwise, which it brings against the other.

3. The parties agree that should any limitation or provision contained in this clause 13 be held to be invalid under any applicable statute or rule of law, that limitation or provision shall to that extent be deemed to be omitted and that if any party becomes liable for loss or damage which would otherwise have been excluded, such liability shall be subject to the other limitations and provisions set out in this Agreement.

4. Neither party will be liable for any delay in or failure to comply with its obligations to the extent that the failure results from matters outside its direct control.

5. Neither party excludes or limits its liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for any other loss or damage the exclusion or limitation of which is prohibited by English law.

6. Nothing in this Agreement shall limit or exclude your liability in respect of any indemnity given under this Agreement.

Force Majeure

1. Subject to sub-clause 14.2, a party ("Affected Party") shall not be liable to the other party for any delay or non-performance of its obligations under this Agreement to the extent to which that delay or non-performance arises from a Force Majeure Event.

2. So long as the Affected Party promptly notifies the other party in writing of the cause of the delay or non-performance and the likely duration of the delay or non-performance, and so long as the Affected Party uses its reasonable endeavours to limit the effect of that delay or non-performance on the other party, to the extent the performance of the Affected Party's obligations is affected by the Force Majeure Event, those obligations shall be suspended while the Force Majeure Event continues. If performance is not resumed within 14 days (or such other period as is agreed between the parties) after that notice, the other party may terminate this Agreement immediately by written notice to the Affected Party.

3. The provisions of this clause 14 shall survive the termination of this Agreement.

Notices

1. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be sent by e-mail:

2. in the case of Alkimi to support@alkimi.org; and

3. in your case to such e-mail address as you shall supply us with. Failure to supply us with an e-mail address is grounds to terminate this Agreement.

4. Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside UK business hours, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the UK.

5. This clause 15 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Variation

1. We may, in our sole discretion, change or modify this Agreement and will publish the most recent version on Alkimi Labs.

2. In the event that we change this Agreement we will, within 5 days of making such changes, publish a notice on Alkimi Labs that this Agreement has been updated.

Assignment

1. You may not assign, transfer, sub-contract or otherwise part with this Agreement or any right or obligation under it without our prior written consent.

2. We may assign, transfer, sub-contract or otherwise part with this Agreement or any right or obligation under it and should we do so we will, within 5 days of such action, publish a notice on Alkimi Labs confirming the action taken.

Acceptance of These Terms

By using Alkimi Staking you are deemed to have read, understood and accepted the terms in this Agreement.

General

1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges and accepts that, in entering into this Agreement, it has not relied upon any representation, undertaking or promise except as set out in this Agreement.

2. Each party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

3. The failure or delay of either party to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to this Agreement does not constitute and will not be construed as a waiver of that term or right, remedy, power or privilege and will in no way affect either party's right later to enforce or exercise it, nor will any single or partial exercise of any right, remedy, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.

4. The invalidity or unenforceability of any provision of or any part of a provision of or any right arising pursuant to this Agreement will not in any way affect the remaining provisions or rights, which will be construed as if that invalid or unenforceable part did not exist.

5. This Agreement may be executed in any number of counterparts, each of which when executed will constitute a duplicate original, but all the counterparts will together constitute the one agreement. No counterpart will be effective until each party has executed at least one counterpart.

6. Nothing in this Agreement will confer any rights upon any person who is not a party to it, whether under the Contracts (Rights of Third Parties) Act 1999, or otherwise.

7. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

Governing Law

This Agreement (including any associated non-contractual disputes or claims) is governed by English law and the parties hereby accept the exclusive jurisdiction of the English courts in relation to any dispute arising under or in connection with this Agreement.

Defined Terms

In these terms and conditions, where the context so admits, the following definitions and rules of construction shall apply:

"Affiliate" means any corporation or other legal entity that a party now or hereafter Controls, is Controlled by or is under common Control with a party;

"Agreement" these terms and conditions including our privacy and confidentiality provisions referred to in clause 11;

"Alkimi" means Alchemy VC Ltd (registered number 13202328), a company registered in England and Wales, whose registered office is at 19 Willow Street, London EC2A 4BH;

"Alkimi's Ad Exchange" means the decentralised, digital advertising exchange owned and run by the Alkimi Group;

"Alkimi's Blockchain" means the blockchain used for recording transactions generated by Alkimi's Ad Exchange;

"Alkimi Group" means Alkimi and its Affiliates;

"Alkimi Labs" means the website https://labs.alkimi.org or any successor website to this;

"Control" means the direct or indirect ownership of more than fifty percent (>50%) of the shares or similar interests in a company entitled to vote for the election of directors or other persons performing similar functions;

"Force Majeure Event" means an event beyond the reasonable control of a party including: an act of God, governmental intervention, war, fire, flood, explosion, civil commotion, armed hostilities, act of terrorism, revolution, blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute to the extent to which those things do not involve employees of the party claiming relief, seriously adverse weather, disease or the act or intervention of a competent judicial or regulatory authority;

"Grace Period" means the period up to and including 18 September 2025 or such later date that the Alkimi Group may, in their absolute discretion, determine.

"Intellectual Property Rights" (a) copyright, database rights, patents, rights in trade marks, designs (in each of the last two cases, whether registered or unregistered), knowhow and confidential information; (b) applications for registration, and the right to apply for registration, for any of these rights; and (c) all other intellectual property rights and equivalent or similar forms of protection, in the case of each of (a), (b) or (c) which is existing in the United Kingdom; and

"Your Alkimi Labs Sui Wallet" means a digital wallet owned or controlled by you that is capable of holding tokens minted on the Sui blockchain and has been connected to Alkimi Labs.