Noble Token Auction
Terms of Sale

Your purchase of NOBLE Tokens (collectively, “NOBLE” or “Tokens”) in the Open Auction (as defined below) from Queen & North, Inc. (the “Seller”, “we” or “us”) is subject to these Terms of Sale (“Terms”). Each of you and the Seller is a “Party” and together the “Parties”.

Please read these Terms carefully, as they include important information about your legal rights. These Terms are entered into between you and us when you purchase the Tokens from us and/or use NOBLE in connection with the Noble Network (as defined below). If you have any questions regarding these terms, please contact us at sale@noble.xyz. If you do not understand or agree to these Terms, please do not participate in the Open Auction.

If you participate in the Open Auction on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf.

IF YOU RESIDE IN THE UNITED STATES, SECTION 15 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES WITH US (WITH LIMITED EXCEPTION) RELATED TO THE OPEN AUCTION THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 15.

1. Purpose and Use of Tokens

The Token is intended to serve the following main functions on the Noble Network, (“Noble Network” or “Noble”) as described further in documentation published on the Website (as defined below) or other official documentation linked from the Website (collectively, the “Disclosure”):

Gas. The Tokens are intended to serve as the means to pay for transaction fees on the Noble Network.
Governance. Tokens will also enable participation in the governance of the Noble Network (“Noble Governance”).

If there is a conflict between these Terms, the Disclosure, and/or the Open Auction sale mechanics described on the Website, then such conflict shall be resolved by giving precedence to these Terms.

The Tokens do not confer any rights, express or implied, other than the right to use the Token as a means to participate in the Noble Network in a manner consistent with its purpose and the technical limitations of the Noble Network. The Token’s purpose is to facilitate use and decentralized governance of the Noble Network, as described above. Neither the Seller nor its affiliates make any representations regarding Noble Network upgrades nor the implementation of any future milestones into the Noble Network. By purchasing NOBLE, you acquire the current functionality of the Token and the Noble Network as it exists at the time of purchase. There is no assurance that any proposed upgrades, features, or roadmap initiatives will be implemented. The future evolution of the Noble Network, including any upgrades or roadmap initiatives, if any, may be proposed, approved, modified, or rejected by Token holders through Noble Governance. However, whether or not the roadmap initiatives occur is subject to Noble Governance, and purchasers of Tokens should be aware that any Tokens they purchase in the Open Auction may only be used to pay for transaction fees on the Noble Network and to participate in Noble Governance, unless and until future milestones occur and are implemented through Noble Governance.

In particular, you understand and accept that the Token does not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive a share in future revenues, intellectual property rights or any other form of participation in or relating to the Noble Network, and/or the Seller and its affiliates, other than rights relating to the use of the Noble Network, subject to the limitations and conditions in these Terms. The Tokens are not intended to be a currency, security, or any other kind of financial instrument.

2. Scope of Terms

Unless otherwise stated herein, these Terms govern only your purchase of Tokens from us in connection with the Seller’s public auction of up to 5% of the Total Supply (as defined below) in order to decentralize ownership and control of the Noble Network and place governance and economic security in the hands of a broad, distributed set of participants (the “Open Auction”).

The use of Tokens in connection with the Noble Network is subject to the technical restrictions and limitations imposed by the Noble Network software. You can learn more about how the Noble Network functions in the Disclosure.

We may provide other services in connection with the Noble Network, and those other services will be governed by other terms.

3. Eligibility

Open Auction Eligibility Criteria. In order to be eligible to participate in the Open Auction, you must complete applicable sanctions and wallet checks. Legal entities and individuals can rely on traditional know-your-customer (“KYC”) and/or know-your-business (“KYB”) checks through Predicate predicate.io/ (which utilises SumSub - sumsub.com/ and FS Vector - www.fsvector.com/), as applicable. In addition, your Bidding Address (as defined below) must pass sanctions and other risk screening checks through Predicate or its service providers). The checks will validate the information required by the Seller in order to confirm that you are eligible to participate in the Open Auction. Predicate (and its contractors) are third party services that are not controlled by the Seller, and your use of Predicate (and its contractors) is subject to Predicate’s (and their contractors) terms and conditions, as applicable. Notwithstanding your completion of KYC/KYB, sanctions and other risk screening checks, we may decline to allow you to participate in the Open Auction or terminate your participation for any reason we deem appropriate in its sole discretion.
You must be 18 years of age or older and not be a Prohibited Person to participate in the Open Auction. 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, a resident of or organized 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, including, without limitation, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine (a “Sanctioned Jurisdiction”), (c) located, a resident of or organized in certain other jurisdictions, as determined by us in our sole discretion, including the United Kingdom and Canada (the “Prohibited Jurisdictions”),or (d) owned or controlled by such persons or entities listed in (a)-(c).
You acknowledge and agree that you are solely responsible for complying with all applicable laws of the jurisdiction in which you are located in connection with your participation in the Open Auction. Further, if you participate in the Open Auction, you may not transfer or provide to us any currency, digital assets or other items that have been derived from any illegal or unlawful activity. By participating in the Open Auction, you represent and warrant that you meet these requirements.
To participate in the Open Auction, you will need to connect an Ethereum-compatible third-party digital wallet (a “Wallet” and the public key used to access the Open Auction, the “Bidding Address”). By using a Wallet in connection with the Open Auction, you agree that you are using the Wallet under the terms and conditions of the applicable third-party provider of such Wallet. We do not maintain or support any Wallet, and we cannot assure that any particular Wallet will function properly in connection with the Open Auction. We have no access to your private keys and cannot help you recover your private keys and/or seed phrases for your Wallet. You are solely responsible for maintaining the confidentiality of your private keys and you are responsible for any transactions signed with your private keys. Non-compatible wallet addresses will not be accepted.
Pre-Bid Track and Public Sale Track. Access to the Open Auction after satisfying the eligibility criteria in Section 3(A) is split into two participation tracks.
1. Community Track. The Community Track is open to whitelisted participants selected by the Seller based on certain criteria in the Seller's sole and absolute discretion, including but not limited to community contributions at the discretion of the Seller (the “Community Track”). You can confirm whether you are on the whitelist by connecting your Bidding Address to the Website (as defined below).
2. Public Sale Track. The Public Sale Track is open to all participants who meet the eligibility requirements in Section 3(A) herein for the Open Auction (the “Public Sale Track”).

4. Cancellation

Your purchase of Tokens from us during the Open Auction is final, and there are no refunds or cancellations except (i) as may be required by applicable law or regulation, or (ii) as provided herein.

5. Term; Termination

These Terms will remain in full force and effect while you purchase, claim and hold the Tokens, unless terminated in accordance with this Section 5.
You may stop participating in the Open Auction and stop purchasing, claiming or holding Tokens at any time, at which point these Terms are deemed to automatically terminate. However, certain sections under these Terms will, by their nature, continue to apply, for example Sections 12 and 13.
We may terminate these Terms prior to the start of the Open Auction: (i) if we decide to cease to offer the Tokens, or (ii) if we are required to do so by any law, regulation, court order or instruction from an ombudsman, regulator or government body. If we do decide to terminate these Terms, we will post an update on our social media channels as well as on the Website. Following the start of the Open Auction, the smart contracts through which the Open Auction will operate cannot be terminated.

6. Sale Procedures and Specifications

Token Supply
1. Token Supply. 1,000,000,000 NOBLE has been generated on the Ethereum blockchain for use with the Noble Network (“Token Supply”).
2. Open Auction Supply. A total of 50,000,000 NOBLE will be available for purchase in the Open Auction. The amounts of Tokens available for purchase during each of the Community Phase Window and the Public Auction Window, or different sub-phases thereof, will be set forth on the Website. Any Tokens allocated to the Open Auction that are unsold at the end of the Open Auction (for whatever reason) may be claimed back by the Seller.
3. Remaining Token Allocation. The remaining allocation of Tokens is outlined in the Disclosure.
4. All NOBLE will have equal value and utility within the Noble Network.
Open Auction Procedures
1. Open Auction Announcement. Prior to the sale, the Seller will announce and communicate final details regarding the Open Auction on sale.noble.xyz (the “Website”).
2. Open Auction Duration. The Open Auction will begin at a time and remain open for a period specified in the final details posted on the Website. The exact times will be based on the occurrence of specific blocks on the Ethereum blockchain. This time period is referred to as the “Auction Period”.
Open Auction Bidding. Bidding will be open for the Community Phase Window and Public Auction Window respectively at time and days set forth on the Website. You may place bids, subject to the Terms, by accessing the Website. Participation in the Community Phase Window is restricted to participants eligible for the Community Phase Track.
Open Auction Bid Pricing. The Public Auction will utilize an open, price-discovery sale using the Uniswap Continuous Clearing Auction (“CCA”) format. The CCA is a multi-period token sale format designed by Universal Navigation Inc. and/or its affiliates (“Uniswap”) which intends to reduce price manipulation, promote fair access, and help fair market price discovery.
The sale is divided into discrete time periods (“Periods”), with a portion of the total amount of Tokens to be sold in the auction allocated to each Period. The portion of the total amount of Tokens to be sold in the Open Auction may vary between Periods. For the initial Period, the floor price will be set by the Seller ahead of time. For subsequent Periods, the floor price will be the greater of the initial floor price and the clearing price for the previous Period. Any Tokens unsold in a Period will be reallocated to the final Period.
When submitting a bid, you submit the total maximum amount (in USDC) that you are willing to spend on NOBLE. You may elect at the time of bid to either (i) buy Tokens at the market clearing price for each Period or (ii) set a maximum price per Token/FDV at which you are willing to purchase Tokens. Bids are automatically split pro rata across all Periods following the submission of the bid. Once you have submitted a bid, except in limited circumstances, you may not withdraw that bid, in which case USDC committed to the bid will not be available. A user may submit any number of additional bids.
At the end of each Period, Tokens are allocated to bidders based on a single uniform clearing price, which is the highest price at which there is demand that fills all available supply for the remaining Periods. Bidders submitting prices below the prevailing clearing price may receive no allocation.
All bids must be submitted in USDC. The maximum permitted sum of all successful bids in the Open Auction from any one Bidding Address is 500,000 USDC.
At the conclusion of the Open Auction, any unspent USDC committed to bids in the Open Auction may be claimed by you.
Gas Fees. You will be required to pay for all Ethereum gas fees in connection with each transaction on the Ethereum blockchain required to participate in or take actions related to the Open Auction (“Token Transactions”), including, without limitation:
1. placing bids;
2. claiming Tokens;
3. claiming unspent USDC committed to the Open Auction and/or any other actions.
When placing a bid, you must ensure that your Wallet has sufficient additional ETH to pay gas fees in connection with that bid. Gas fees vary and may be material, for example for participants that purchase large numbers of Tokens. For the avoidance of doubt, Ethereum gas fees are not charged by, set by or transferred to the Seller; they are charged and set by the Ethereum blockchain.
Additionally, your Wallet provider may impose a fee to conduct transactions required to conduct Token Transactions. We are not responsible for any fees charged by a third party. All fees related to Token Transactions are non-refundable. In certain cases, Token Transactions may not be successful due to an error with the blockchain or the Wallet. We accept no responsibility or liability to you for any such failed transactions, or any transaction or gas fees that may be incurred by you in connection with such failed transactions.
Delivery of Tokens. Following the conclusion of the Open Auction, Tokens allocated to you as a result of your successful bid(s) will be credited to the Bidding Address or another address designated by you in accordance with the auction mechanics. Tokens purchased through the Open Auction are subject to transfer restrictions as described below, during which time they will not be transferable or usable.
Network Launch. Tokens purchased in the Open Auction will not be transferable until the launch of the Noble Network (the “Launch”), which is expected to occur by 17 March 2026. The Seller does not control the Launch and makes no representation or warranty that the Launch will occur on or by that date. Subject to the transfer restrictions described below, your Tokens will be available as native NOBLE tokens on the Noble Network following the Launch.
Transfer Restrictions. Following the Launch, 15% of the Tokens purchased by you in the Open Auction will become immediately transferable. Your remaining purchased Tokens shall be unlocked from transfer restrictions continuously on a linear basis over the subsequent six (6) months following the Launch (the “Unlock Period”), such that all of your purchased Tokens shall be freely transferable upon expiry of the Unlock Period. The foregoing transfer restrictions shall be enforced programmatically. We make no representation that the unlock schedule will execute at precise intervals and we shall not be liable for minor variations in timing due to network conditions or technical factors.

7. Acknowledgement and Assumption of Risks

By participating in the Open Auction, you confirm that you have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain technologies, digital assets, storage mechanisms, and blockchain-based software systems to be able to assess and evaluate the risks and benefits of the participation in the Open Auction contemplated hereunder, and will bear the risks thereof, including loss of all amounts paid, and the risk that digital assets may have little or no value. You acknowledge and agree that there are risks associated with participating in the Open Auction and using blockchain technology. These include, but are not limited to, risk of losing access to the Tokens, due to loss of private key(s), custodial error or purchaser error, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks.
You acknowledge that cryptocurrencies and other similar digital assets are neither (i) deposits of or guaranteed by a bank nor (ii) insured by any governmental agency.
We will take reasonable steps to deploy secure and functional smart contracts underlying the Open Auction. However, subject to Section 13, we do not promise or guarantee that the Open Auction will be uninterrupted or always accessible and we do not accept liability for any losses you may suffer due to such interruptions or inaccessibility. You acknowledge that you have obtained sufficient information to make an informed decision to partake in the Open Auction, including carefully reviewing the code of the applicable smart contracts and the Noble Network, and fully understand and accept the functions of the same. Smart contracts execute automatically when certain conditions are met. We do not have the ability to reverse a transaction that is recorded on a public blockchain. You are responsible for ensuring that any details you enter in connection with a transaction using any smart contracts are accurate and complete. Subject to Section 13, we are not responsible for any losses due to your errors, including an incorrectly constructed transaction. Further, since smart contracts typically cannot be stopped or reversed, vulnerabilities in their programming and design or other vulnerabilities that may arise due to hacking or other security incidents can have adverse effects to digital assets, including but not limited to significant volatility and risk of loss.
The Seller relies on external service providers / third party infrastructure (including, without limitation, the Ethereum network, Uniswap, SumSub, FS Vector, and Predicate) to provide essential services and/or infrastructure in relation to the Open Auction (“Third Party Services”). The Seller is not responsible for the functionality, availability, content, accuracy, completeness, timeliness, validity, compliance, legality, quality or any other aspect of such Third Party Services, and subject to Section 13, will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any Third Party Service.
The regulatory regime governing blockchain technologies and digital assets is uncertain, and new regulations or policies may materially adversely affect the potential utility or value of such digital assets. There also exists the risks of new taxation of the purchase or sale of digital assets, including your Tokens.
We do not authorize, control, or endorse purchases or sales of the Tokens outside of the Open Auction. We are not liable to you any losses you may incur by transacting, or facilitating transactions, in any Tokens outside of the Open Auction.
There are additional risks associated with purchasing, holding, transacting in and using the Tokens. These risks are set forth in the Disclosure.

8. Personal Data

We may determine, at our sole discretion, that it is necessary to obtain certain information about you required to maintain compliance with any federal, state, local, domestic or foreign law, regulation or policy, including any KYC or AML requirements and policies, in connection with selling Tokens to you. You agree to provide us, or our nominee, such information promptly upon request, and you acknowledge that we may refuse to sell Tokens to you until you provide such requested information and we have determined that it is permissible to sell you Tokens under applicable law or regulation.

We may use aggregate statistical information about your activity, including your activity on the Website 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 purchase of Tokens. Any personal data that you provide to us will be subject to our Privacy Policy.

9. Taxes

The amount you pay for Tokens is exclusive of all applicable taxes. You are solely responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting or remitting any sales, use, value added or similar tax arising from your purchase of Tokens. You agree not to hold the Seller or any of its affiliates 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 Noble Network.

10. Your Commitments, Representations and Warranties

By participating in the Open Auction, you confirm, represent and warrant that:

You have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and distributed ledger technology to understand these Terms and to appreciate the risks and implications of purchasing the Tokens;
You have read and understand these Terms (including the totality of the Disclosure to which these Terms also apply).
You have obtained sufficient information about the Tokens to make an informed decision to purchase the Tokens.
YOU ARE NOT PURCHASING TOKENS FOR INVESTMENT, SPECULATIVE OR OTHER FINANCIAL PURPOSES.
Your purchase and use of Tokens in Noble Governance and on the Noble Network 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 purchase of the Tokens and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
You will comply with any applicable tax obligations in your jurisdiction that may be relevant to your purchase, holding, redemption, sale, or transfer of the Tokens;
You agree to promptly provide to the Seller or its nominee, upon request, proof of identity and/or source of funds and/or other documentation or other information that the Seller may request from time to time in connection with the Seller’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;
You are at the age of majority in your country of residence and at least 18 years of age;
You understand that we make no guarantees that you will be able to resell Tokens, or as to their future value, and that no market liquidity may be guaranteed and that the value of Tokens over time may experience extreme volatility or depreciate in full;
You understand that you bear the sole responsibility to determine whether your interactions with the Open Auction, Noble Governance and the Noble Network, and the ownership or use of the Tokens, the potential appreciation or depreciation in the value of the Tokens over time, the sale and purchase of the Tokens and/or any other action or transaction related to the Noble Network may have tax implications; further, by obtaining, holding or using the Tokens, and to the extent permitted by law, you agree not to hold the Seller Parties (as defined below) liable for any tax liability associated with or arising from the ownership or use of the Tokens or any other action or transaction related to the Open Auction or the Noble Network;
If you reside in the United States, you waive the right to participate in a class action lawsuit or a classwide arbitration against any entity or individual involved with the creation of the Tokens, as discussed more fully in Section 15;
You understand that the purchase of Tokens does not involve the purchase of any interest in the equity, revenues, profits or assets in any existing or future public or private company, corporation or other entity in any jurisdiction;
You understand that you have no right against any other party to request any refund of amounts that you bid for the purchase of Tokens under any circumstance, except as expressly provided herein or in accordance with any right to refund you may be entitled to under mandatory local law or regulation;
You have full power and authority to purchase and use the Tokens and to enter into these Terms. If you are purchasing Tokens on behalf of a legal entity, you are authorised to accept these Terms on such entity’s behalf and that 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);
You are not a Prohibited Person;
You are not located in, incorporated in, or a citizen or resident of a Sanctioned Jurisdiction or a Prohibited Jurisdiction, and that you are not accessing this offering using a virtual private network (VPN) or similar technology to circumvent the geographic restrictions under these Terms;
You agree not to allow anyone to use your Wallet or share your credentials with any other person for the purpose of facilitating their unauthorised access to the Open Auction. If you do share your credentials with anyone we will consider their activities to have been authorised by you. You alone are responsible for any acts or omissions that occur during the Open Auction through the use of your credentials.We reserve the right to suspend or block your access to the Open Auction upon suspicion of any unauthorised access or use, or any attempted access or use, by anyone associated with your credentials.

11. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Seller and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Seller Parties”) from and against all actual and threatened claims, lawsuits, demands, actions, investigations (whether formal or informal), liabilities, obligations, judgments, damages, penalties, interests, fees, losses, expenses (including attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether claimed by Seller Parties or third parties including governmental authorities, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively “Claims”) arising from or relating to (i) your acquisition or use of Tokens, (ii) the performance or non-performance of your responsibilities or obligations under these Terms, (iii) your breach or violation of these Terms, (iv) any inaccuracy in any representation or warranty made by you, (v) your violation of any rights (including, but not limited to, intellectual property rights) of any other person or entity or (vi) any act or omission of yours that is negligent, unlawful, or constitutes willful misconduct. This foregoing indemnity is in addition to, and not in lieu of, any other remedies that may be available to the Seller Parties under applicable law.
The Seller reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 11(A). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Seller.

12. Disclaimers

It is your responsibility to check whether the Tokens meet your purposes or needs. We do not promise or guarantee that the Tokens will fulfil any particular purposes or needs that you may have.
Except for the Token descriptions set out in these Terms and any other documents we have provided to you, we do not promise or guarantee that the Tokens will meet any specific requirements or specifications.
While we will take steps to keep the Open Auction available, we do not promise or guarantee that it will be uninterrupted or always accessible. We do not accept liability for any losses you may suffer due to such interruptions or inaccessibility.
While we take steps to protect the security of the Open Auction and the Tokens, we do not promise that they are free from viruses, malware, and other digital security threats. You should take standard precautions to protect yourself, your systems, your equipment, and your Ethereum wallet from such threats.
We are not responsible for any interruption to or inaccessibility of the Open Auction due to network problems or outages or other third-party infrastructure that we rely on to provide the services.
NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED ANY OF THE INFORMATION SET FORTH IN THESE TERMS OR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE FOUNDATION. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN UNDER THE LAWS, REGULATORY REQUIREMENTS, OR RULES OF ANY JURISDICTION.
NEITHER THESE TERMS NOR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE SELLER OR ITS AFFILIATES CONSTITUTES A PROSPECTUS OR OFFERING DOCUMENT AND IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION.
THE LAWS OF CERTAIN JURISDICTIONS, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

13. Limitation of Liability

This section limits the liability that we accept, and the types of damages that you may be able to recover from us. Please read it carefully.

We do not exclude or restrict our liability in any way that would be unlawful (including our liability for any death or personal injury caused by our negligence, or for any fraud or fraudulent misrepresentation by us, our employees or directors). The exclusions and limitations below are all subject to this statement. References to liability in this section include every kind of liability arising under or in connection with these Terms, including liability in contract, tort (including negligence), or otherwise.
We are not responsible and do not accept liability for loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you agree to these Terms, both you and we are aware that it might occur.
We are not liable to you for any failure to perform our responsibilities:
1. due to any abnormal or unforeseeable event outside our reasonable control (including but not limited to acts of terrorism, significant weather-related events such as major floods, general strikes, general Internet outages, or epidemics or pandemics) and despite us having taken reasonable precautions against such events; or
2. where performing our responsibilities would put us in breach of applicable law (e.g., where we have reasonable grounds to suspect that the Open Auction or Tokens are being used for fraud).
We do not accept liability for losses you may suffer as a result of your failure to provide us with accurate information or to comply with these Terms, or your inability to pay any network fees to third parties to redeem Tokens.
Our total liability to you arising from, or in connection with, these Terms shall not exceed the lesser of (i) the amount you pay to us for the Tokens or (ii) $10,000.

14. Release

To the fullest extent permitted by applicable law, you are responsible for your interactions with other users on or through the Noble Network and Noble Governance and if you have a dispute with one or more holders of Tokens or users of the Noble Network or Noble Governance, you acknowledge that we (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) will not be liable for any claims, demands or damages arising out of such disputes.

15. Dispute Resolution; Arbitration

This Section 15 only applies if you reside in the United States.

Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands 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 and the Seller (i) waive your and the Seller’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and the Seller’s respective rights to a jury trial. Instead, you and the Seller will arbitrate Disputes through binding 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).
No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and the Seller 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.
Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to the Seller shall be sent by e-mail to the Seller at disputes@noble.xyz. Notice to you shall be by email to the then-current email address registered with the Seller. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and the Seller cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or the Seller may, as appropriate and in accordance with this Section 15, commence an arbitration proceeding or, to the extent specifically provided for in Section 15(A), file a claim in court.
Process. The parties shall try to resolve all Disputes by negotiation. This entails that one party invites the other in writing to a meeting and to attempt to resolve the Dispute within 7 (seven) days from date of the written invitation. Failing such a resolution, the Dispute, if arbitrable in law, shall be finally resolved in accordance with the JAMS Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect by an arbitrator or arbitrators appointed by the Seller. Such arbitration will be final and binding. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Seller will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding.
Authority of Arbitrator. As limited by the JAMS Rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
Severability of Dispute Resolution; Arbitration. If any term, clause or provision of this Section 15 is held invalid or unenforceable, it will be held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 15 will remain valid and enforceable. Further, the waivers set forth in Section 15(B) are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to disputes@noble.xyz. The notice must be sent to the Seller within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Seller also will not be bound by them.

16. Governing Law and Venue

These Terms will be governed by and construed and enforced in accordance with the laws of the Cayman Islands, without regard to conflict of law rules or principles (whether of the Cayman Islands or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. However, any additional, mandatory consumer rights and protections that you are entitled to under the laws of the country in which you reside will also apply. Any Dispute between the Parties arising out of or relating to these Terms that is not subject to arbitration or cannot be heard in small claims court will be resolved and filed only in the courts of the Cayman Islands, or, if you do not reside in the Cayman Islands, you may be able to bring a claim in your local courts from the country where you reside. If you reside in the United States, please refer to Section 15 above.

17. Severability

If any term, clause, or provision of these 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 these 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 these Terms, which will remain in full force and effect. Any invalid or unenforceable provisions will be interpreted to effect the intent of the original provisions. If such 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.

18. Miscellaneous

These Terms constitute the entire agreement between you and us relating to your purchase of Tokens from us. We may make changes to these Terms from time to time, including as reasonably required to comply with applicable law or regulation; however, we will not make changes to these Terms following the start of the Open Auction. If we make changes to these Terms, we will give you reasonable advance notice by posting the updated Terms on the Website (except where this is not possible due to the need to implement changes immediately, e.g., for security reasons) and include the date of the update. Your continued participation in the Open Auction after the changes take effect amounts to your acceptance of the updated Terms.

We may assign our rights and obligations under these Terms provided that this shall not affect your rights or recourse. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.

Noble Token Auction Terms of Sale