Terms & Conditions

1. Status, Function, and Acceptance

1.1 Binding Contractual Nature

This Agreement constitutes a freestanding, legally binding contract between M-STROKE Ltd. (the "Company"), a business company incorporated under the laws of the British Virgin Islands, and each individual or entity who acquires, purchases, claims, or receives the Company's utility token (the "Token") via public sale, private sale, allocation, vesting, airdrop, or any other distribution mechanism (each, a "Participant", and together with the Company, the "Parties"). This Agreement is not an aspirational statement of intent; it dictates the exact legal rights and obligations governing your acquisition and lifecycle use of the Token.

1.2 Digital Evidence of Acceptance

To access the token acquisition interfaces, the Participant must complete a mandatory click-wrap or equivalent affirmative digital verification mechanism. This interface is engineered to capture and permanently log admissible electronic evidence of your explicit acceptance. This logged metadata includes, but is not limited to:

• The precise version of the T&C accepted;
• A secure cryptographic time-stamp; and
• The unique public wallet address or account identifier of the accepting party.

For the avoidance of doubt, the mere passive availability of this document on the Website via a hyperlink, without an explicit digital click-wrap confirmation, is deemed insufficient to bind consumer Participants residing within the European Union, the United Kingdom, or other consumer-protected jurisdictions.

1.3 Order of Precedence

The complete contractual ecosystem governing the distribution of the Token consists of several documents. In the event of any contradiction, ambiguity, or conflict between the clauses of these respective instruments, the following strict order of priority shall apply:

1. Individually Negotiated Subscription Agreements / SAFTs: Any individual simple agreement for future tokens or private subscription agreement explicitly executed by the Company, applying strictly and solely to the specific counterparty named therein.
2. These Terms and Conditions (T&C): This document takes absolute precedence over all other public-facing materials.
3. The Project Whitepaper & Tokenomics Documentation: Technical or ecosystem descriptions published on the Website.
4. The Privacy Policy and Cookie Policy: Our structural data compliance policies.

2. Definitions and Drafting Conventions

The following capitalized terms shall have the exact definitions ascribed to them below throughout this Agreement:

• "Airdrop" means the promotional or loyalty-based distribution of Tokens directly to a Participant’s wallet address without direct financial consideration.
• "Claim Period" means the designated timeframe during which a Participant must technically execute a smart-contract call or claim sequence to receive their allocated Tokens.
• "Company" means M-STROKE Ltd., a business company incorporated under the laws of the British Virgin Islands.
• "Distribution Date" means the precise on-chain timestamp or date when the Token is natively generated, minted, or technically distributed to designated Participant wallets.
• "Force Majeure Event" means any catastrophic or supervening event beyond the reasonable control of the Company as defined in Section 15 of this document.
• "Fork" means a structural divergence, split, or modification in the underlying open-source consensus mechanism or state repository of the blockchain protocol upon which the Token is natively deployed.
• "Governing Law" means the laws of the British Virgin Islands.
• "KYC/AML" means Know-Your-Customer, Anti-Money Laundering, Counter-Terrorism Financing, and Politically Exposed Person verification procedures.
• "Participant" means any individual or entity who acquires, purchases, claims, holds, or receives the Token.
• "Platform" means the M-stroke.com software ecosystem and its accompanying decentralized features.
• "Restricted Jurisdictions" means those geographic regions detailed in Section 4.1 of this Agreement.
• "Restricted Persons" means any individual or corporate entity who is citizen of, located in, ordinarily resident in, or organized under the laws of a Restricted Jurisdiction, or who is otherwise targeted by global sanctions frameworks.
• "Smart Contract" means self-executing, immutable cryptographic code deployed on a public blockchain ledger designed to automate token minting, vesting, and distribution.
• "Token" means the MSTK utility token.
• "Tokenomics" means the architectural documentation setting forth the total supply, mathematical allocation percentages, and technical parameters of the Token.
• "Website" means M-STROKE.com and all associated digital sub-domains.

3. Regulatory Characterization of the Token

3.1 Strict Utility Functional Characterization

The Token is engineered and issued strictly as a non-financial utility token. Its sole native function is to provide specific digital access, utility, consumption, or interaction rights to user features explicitly built within the Company’s operational Platform.

3.2 Explicit Disclaimers and Non-Investment Affirmations

The Participant explicitly understands, acknowledges, and agrees that the Token does not:

• Constitute a security, equity share, debenture, note, bond, derivative, or unit within a collective investment scheme under the laws of any jurisdiction;
• Entitle the Participant to any underlying dividend, corporate distribution, profit-share, revenue-share, proprietary interest, or ownership rights in the Company, the Platform, or its auxiliary assets;
• Provide any corporate voting rights, governance authority over the Company's board of directors, or asset liquidation rights;
• Function as currency, electronic money, a stored-value instrument, or a digital means of payment of general application;
• Represent an investment contract, financial instrument, or speculative instrument intended for wealth generation.

3.3 Target Intent and Economic Reality Disclaimer

The Participant represents and warrants that they are acquiring the Token solely to consume its digital utility within the Platform. The Participant is not purchasing the Token based on an expectation of financial profit derived from the entrepreneurial, managerial, or post-issuance efforts of the Company, its affiliates, or third-party operators.

4. Eligibility and Restricted Jurisdictions

4.1 Categorical Exclusion of Restricted Jurisdictions

The Token is explicitly not offered, targeted, distributed, or sold to any individual or entity residing in, located in, incorporated within, or acting on behalf of a citizen or resident of the following Restricted Jurisdictions:

• The United States of America (including its territories and possessions);
• Mainland China;
• The Democratic People's Republic of Korea (North Korea);
• The Islamic Republic of Iran;
• Cuba;
• Syria;
• The Russian Federation;
• The Republic of Belarus;
• The non-government-controlled areas of Ukraine;
• Any other jurisdiction where the distribution or holding of the Token would violate local cryptoasset regulations, or as determined from time to time by the Company's board of directors.

4.2 Circumvention and Technical Enforcement

The Company actively enforces its geographic exclusions using technical boundaries, including mandatory server-side internet-protocol (IP) geolocation tracking and geo-blocking architectures. The Participant explicitly covenants and agrees not to circumvent any such technical boundaries, including through the deployment of virtual private networks (VPNs), proxy servers, or alternative technical routing mechanisms. Any technical circumvention or attempts to disguise a Participant’s true location constitutes a material breach of this Agreement. Any acquisition of Tokens by a Restricted Person is legally void ab initio; the Company reserves the absolute right to forfeit the relevant tokens, block the interacting wallet, and retain any consideration paid as liquidated damages to offset structural compliance costs.

5. Participant Representations and Warranties

By executing this Agreement or acquiring, claiming, or holding the Tokens, the Participant presents an ongoing representation and warranty to the Company that:

• Age of Majority: The Participant is an individual of at least eighteen (18) years of age (or the legal age of majority in their jurisdiction) and possesses full cognitive and legal capacity to enter into a binding contract.
• Sanctions Compliance: The Participant is not an individual or corporate entity listed on any consolidated global sanctions lists, including but not limited to the United Nations Security Council, the U.S. Office of Foreign Assets Control (OFAC), the UK His Majesty’s Treasury (HMT), the European Union, or the British Virgin Islands financial sanctions registries.
• Sophistication: The Participant has the necessary technical, financial, and cognitive sophistication to understand the operations of decentralized ledger systems, public cryptographic wallets, smart contracts, and the risks inherent to virtual assets.
• Legality of Funds: The funds, stablecoins, or cryptoassets utilized to purchase or acquire the Token are entirely clean, legally obtained, and not derived from or linked to any illicit, criminal, or money-laundering activities.
• Wallet Control: The public cryptographic wallet address from which payment is made, or to which Tokens are delivered, is entirely owned, managed, and controlled exclusively by the Participant.
• Tax Responsibility: The Participant is solely responsible for determining, filing, and paying any and all applicable national, state, or local taxes arising from the acquisition, holding, or subsequent utilization of the Token.
• No Market Abuse: The Participant has not engaged, and covenants that they will not engage, in wash-trading, price manipulation, front-running, or market-abuse behaviors targeting the Token or its underlying liquidity pools.

6. Offering Mechanics, Allocation, and Delivery

6.1 Pricing and Accepted Consideration

The specific distribution pricing models (whether via a fixed price, mathematical formulas, or dynamic bonding curves) are governed by the specific interfaces on the Website. The Company accepts designated forms of consideration (including fiat currency, specific layer-1 cryptoassets, or regulated stablecoins). Cryptographic asset values shall be calculated and locked using the specific pricing data feeds and timestamps explicitly defined inside the interactive smart-contract interface at the moment of the transaction.

6.2 Delivery, Vesting schedules, and Claims

Tokens will be made available to eligible Participants on or after the official Distribution Date. Delivery may be structured via direct transfer or an interactive Smart Contract claim mechanism. If the Token allocation is subject to a lock-up period, cliff, or linear vesting schedule, such parameters are hardcoded directly into the distribution Smart Contracts and remain immutable.

6.3 Claim Periods and Subscription Caps

The Company may institute a mandatory Claim Period. If a Participant fails to execute a valid claim transaction to retrieve their allocated Tokens within the specified Claim Period, the allocation will expire. Unclaimed Tokens will be irrevocably forfeited and redirected to the Company's treasury or operational ecosystem pool. In the event of an oversubscription of a token allocation round, the Company maintains absolute discretion to execute a pro-rata reduction, a lottery system, or return excess consideration to non-allocated addresses.

7. Finality: No Refunds and Consumer Withdrawal Waivers

7.1 Absolute Finality of Sale

Except as otherwise required by mandatory consumer protection statutes in your home jurisdiction, all token acquisitions, purchases, and claims are final, non-reversible, and non-refundable. The Company is under no operational or structural obligation to repurchase, redeem, or exchange Tokens at any time.

8. Comprehensive Risk Disclosures

The acquisition and holding of cryptographic utility tokens involves extreme financial, regulatory, and technological risks. The Participant acknowledges and assumes all risks detailed below:

• Regulatory Volatility: The global legal framework governing virtual assets, smart contracts, and utility tokens is highly uncertain and subject to sudden, unpredictable shifts. Regulatory authorities may re-characterize, restrict, ban, or criminalize the holding or trading of the Token within specific jurisdictions.
• Liquidity and Market Pricing: The Token may never develop a liquid secondary market. The market price of the Token is highly volatile and may drop to absolute zero.
• Protocol and Blockchain Dependency: The Token operates on a third-party open-source blockchain network that is not owned, managed, or controlled by the Company. This underlying protocol may experience critical bugs, 51% consensus exploits, Miner-Extractable Value (MEV) attacks, structural transaction congestion, or permanent network forks.
• Smart Contract Vulnerabilities: While the Company may conduct professional technical security audits, these audits represent point-in-time reviews and do not constitute absolute warranties against subsequent security failures. The smart contracts may contain hidden, undiscovered code exploits, logic loops, or vulnerabilities that could lead to a total loss of user funds or allocations.
• Irrevocable Private Key Loss: The Company does not operate as a custodial platform and does not possess access to your cryptographic private keys or seed phrases. If you lose, misplace, or experience a malware compromise of your wallet private keys, your digital assets and Tokens will be lost forever. The Company has no technical ability to restore or retrieve lost assets.
• Platform Completion and Continuity: The utility of the Token is directly linked to the operational deployment and functional integration of the Platform. The Platform may experience substantial operational delays, technical modifications, or be permanently discontinued, directly rendering the Token obsolete or devoid of practical utility.
• Absence of Insurance Protection: Tokens are not traditional bank deposits or regulated investment shares. They are not covered by any national deposit-insurance corporations, investor-compensation programs, or financial safety nets.

9. Intellectual Property Rights

All intellectual property rights associated with the Website, the Platform, the Tokenomics frameworks, the Whitepaper, corporate trademarks, logos, domain names, graphic assets, and underlying open-source or proprietary software source code belong exclusively to the Company or its authorized licensors. The acquisition or holding of a Token confers absolutely no implicit or explicit intellectual property rights to the Participant. The Participant is granted only a restricted, non-exclusive, non-transferable, revocable, localized digital license to utilize the Platform's features in accordance with its intended consumer purposes.

10. Acceptable Use and Prohibited Conduct

The Participant agrees that they will not engage in any of the following prohibited behaviors when interacting with the Token, the Website, or the Platform:

• Deploying the Token or Platform features to facilitate, obscure, or engage in extortion, illicit gambling, darknet commerce, terror financing, money laundering, or illegal tax evasion;
• Utilizing custom automated bots, scraping scripts, web spiders, or automated transaction tools to manipulate token allocation distributions or interactive interfaces;
• Attempting to reverse-engineer, decompile, or extract structural exploits from the Company's smart contracts, except when explicitly operating within the clear boundaries of a published corporate bug-bounty or responsible security disclosure framework;
• Interfacing malicious code, Trojan horses, ransomware strains, or logic bombs designed to disrupt server performance or exploit network users.

11. Suspension, Termination, and Forfeiture

The Company reserves the absolute right, without prior notice and at its sole discretion, to suspend your access to the Platform, freeze pending Token distribution allocations, and declare a complete forfeiture of your rights under this Agreement if:

• You commit a material breach of any section of this Agreement;
• You fail to satisfy or complete mandatory KYC/AML identity verification checks;
• Your wallet or identity matches global sanctions databases;
• The Company receives a valid, enforceable judicial decree, regulatory mandate, or law enforcement request commanding an operational freeze;
• The Company detects clear indicators of market manipulation, fraud, or systemic abuse originating from your connected address.

12. Complete Disclaimer of Warranties

13. Limitation of Liability and Indemnification

13.1 Exclusion of Consequential Damages

UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ITS AFFILIATED ENTITIES, FOUNDATION DIRECTORS, MEMBERS, EMPLOYEES, OR CODE ARCHITECTS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. THIS EXCLUSION INCLUDES, WITHOUT LIMITATION, CLAIMS FOR LOSS OF BUSINESS PROFITS, CORPORATE REVENUE, REPUTATIONAL GOODWILL, EXPECTED SAVINGS, DIGITAL DATA CORRUPTION, OR THE LOSS OF CRYPTOGRAPHIC OPPORTUNITY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING ACTIVE NEGLIGENCE), OR PROXY LIABILITY, EVEN IF THE COMPANY HAS BEEN EXPLICITLY ADVISED OF THE POTENTIAL FOR SUCH LOSSES.

13.2 Aggregate Liability Cap

THE TOTAL AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF, OR DIRECTLY LINKED TO, THIS AGREEMENT OR THE USE OF THE TOKENS, SHALL BE CAP-RESTRICTED TO THE LESSER OF:

1. THE TOTAL FIAT VALUE OF THE CONSIDERATION ACTUALLY PAID BY THE PARTICIPANT TO THE COMPANY FOR THE SPECIFIC TOKENS LINKED TO THE CLAIM; OR
2. THE MAXIMUM SUM OF USD $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).

13.3 Mandatory Statutory Preservation

Nothing within these Terms shall operate to exclude or restrict the Company's liability for death or personal injury resulting from its direct gross negligence, intentional fraud, fraudulent misrepresentation, or any other core consumer liabilities which cannot be contractually waived or excluded under mandatory local statutes (including Section 2(1) of the UK Consumer Rights Act 2015).

13.4 Participant Indemnification Obligations

The Participant agrees to indemnify, defend, and hold harmless the Company, its parent entities, subsidiaries, affiliates, and their respective directors, officers, engineers, and agents from any external third-party claims, losses, regulatory penalties, damages, liabilities, and legal fees arising out of:

• Your breach of any clause or representation contained within this Agreement;
• Your direct violation of applicable local laws or third-party intellectual property rights; or
• Any negligent misuse or unauthorized transfer of Tokens from your cryptographic wallet.

14. Unilateral Contractual Amendments

The Company reserves the right to make unilateral updates or amendments to this Agreement at any time to reflect shifting regulatory frameworks, token mechanics, or platform alterations. Amendments will be announced transparently by publishing the updated revision date at the top of this document on the Website or via direct email communications. Your continued utilization of the Platform or holding of the Token following the official effective date of an posted update constitutes a full, binding legal acceptance of the modified Terms. If you do not consent to a material amendment, you retain the explicit right to terminate your operational relationship with the Company and cease using the Platform.

15. Force Majeure

The Company shall not be held liable or contractually default under this Agreement for any complete failure, operational delay, or system interruption caused directly by events completely beyond its reasonable control. These qualifying events include, but are not limited to: structural Acts of God, declarations of war, regional civil unrest, global pandemics, disruptive acts of cyber-terrorism, sudden regulatory or judicial prohibitions, catastrophic network failures of the underlying third-party public blockchain protocol, sudden electricity grid collapses, or the systemic default of core data hosting centers or infrastructure providers.

16. Governing Law and Forum Selection

16.1 Governing Law

This Agreement, and all non-contractual disputes or structural claims arising out of or in connection with its contents, shall be governed by, and construed exclusively in accordance with, the laws of the British Virgin Islands.

16.2 Mandatory Pre-Arbitration Dispute Negotiation

Prior to the filing of any formal legal claim or arbitration sequence, both Parties agree to enter into good-faith, confidential settlement negotiations for a mandatory window of not less than thirty (30) days. To trigger this window, a formal written Notice of Dispute must be dispatched via email to privacy@m-stroke.com (specifying the legal name, wallet address, and precise nature of the grievance).

16.3 Complete Class-Action Waiver

17. Miscellaneous Legal Boilerplate

• Severability: If any individual clause, sentence, or sub-section of this Agreement is held to be invalid, illegal, or completely unenforceable by a competent arbitral tribunal or court of law, that specific parameter shall be severed from the contract. The remaining clauses of this Agreement shall remain in full force and effect.
• No Waiver: A failure or delay by the Company to enforce any strict provision or contractual right contained within this document shall not be construed as a current or future waiver of that right.
• Entire Agreement: This Agreement (including incorporated sub-policies) represents the complete and total understanding between the Parties regarding the distribution of the Token, completely replacing all prior oral agreements, written drafts, or marketing representations.
• No Third-Party Rights: Except as explicitly provided in favor of the Company's affiliates, directors, and indemnified officers, this contract does not establish any third-party rights under the Contracts (Rights of Third Parties) Act or equivalent regional legislative instruments.
• Assignment Restrictions: The Company maintains the unrestricted right to assign, delegate, or transfer its complete rights and operational liabilities under this Agreement to third parties or successor entities during corporate merges or reorganizations. The Participant may not assign or transfer any rights or tokens under this Agreement to another individual without obtaining the prior written consent of the Company.
• Survival: All clauses which by their native definition and operational scope are intended to survive the expiration or termination of this relationship (including sections on Risk, Intellectual Property, Liability Caps, and Governing Law) shall remain binding indefinitely.