1. Introduction

These Terms and Conditions (the “Agreement”) govern your access to and use of the websites located at and (collectively, the “Website”), any associated products and services (the “Services”), and your participation in the Naoris Protocol Token Sale (the “Token Sale”) for the purchase of $NAORIS tokens (the “Tokens”).

This Agreement constitutes a legally binding contract between you (“User”, “you”, or “your”) and NDSE Cyber, doing business as Naoris Protocol (“Naoris Protocol”, “we”, “us”, or “our”). By accessing the Website, using the Services, or participating in the Token Sale, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

If you are entering into this Agreement on behalf of a business or legal entity, you represent that you have the authority to bind such entity. If you do not have such authority, or if you do not agree to be bound by this Agreement, you may not access the Website, use the Services, or participate in the Token Sale.

2. Links to Third-Party Resources

The Website may contain links to third-party websites, platforms, or applications (“Third-Party Resources”). These links are provided for your convenience only and do not constitute an endorsement, sponsorship, or affiliation unless expressly stated. Naoris Protocol is not responsible for the content, terms of use, privacy policies, or practices of any Third-Party Resources, and you access them at your own risk.

3. Prohibited Uses

You may not use the Website, Services, or participate in the Token Sale for any unlawful, unethical, or unauthorized purpose, including but not limited to:

• Violating any applicable law, regulation, or third-party right;
• Providing false, misleading, or fraudulent information;
• Transmitting malicious software, code, or other harmful material;
• Attempting to interfere with or compromise the security or functionality of the Website or Services.

Naoris Protocol reserves the right to suspend or terminate your access for any breach of this section or other violation of this Agreement.

4. Intellectual Property

All intellectual property rights in and to the Website, Services, and materials related to the Token Sale, including but not limited to copyrights, trademarks, logos, graphics, and software, are owned by or licensed to Naoris Protocol. No rights or licenses are granted to you except as expressly provided in this Agreement.

5. Indemnification

You agree to indemnify, defend, and hold harmless Naoris Protocol, its affiliates, officers, employees, agents, and partners from and against any claims, liabilities, damages, losses, or expenses, including reasonable legal fees, arising out of or in connection with your use of the Website or Services, participation in the Token Sale, or any violation of this Agreement.

6. Modifications to the Agreement

Naoris Protocol reserves the right to amend, modify, or update this Agreement at any time, in its sole discretion. Any such changes will be effective upon posting on the Website, with the “Last Updated” date revised accordingly. Continued use of the Website, Services, or participation in the Token Sale following any updates constitutes your acceptance of the modified Agreement.

7. Public Token Sale Terms

7.1 Eligibility

7.1.1 General Requirements

To be eligible to participate in the Token Sale, you must:

• Be at least 18 years of age;
• Have the legal capacity to enter into binding agreements;
• Not be a resident of, or otherwise located in, any jurisdiction subject to sanctions by the United Kingdom, the United States (including OFAC-listed jurisdictions), the European Union, or any other applicable authority.

7.1.2 U.S. Participants

If you are a U.S. person, you must qualify as an “Accredited Investor” as defined under Regulation D of the U.S. Securities Act of 1933 and must provide satisfactory verification of such status during the KYC process.

7.2 KYC and AML Compliance

Participation in the Token Sale is subject to Know Your Customer (KYC) and Anti-Money Laundering (AML) procedures, conducted by Naoris Protocol’s authorized third-party provider, Tokensoft. As part of this process, you are required to:

• Submit a valid government-issued photo identification;
• Complete a liveness verification check.

Failure to complete or pass the KYC/AML verification process will disqualify you from participating in the Token Sale.

7.3 Token Sale Process

You may purchase $NAORIS tokens using one of the following supported cryptocurrencies:

• Ethereum (ETH)
• USD Coin (USDC)
• Tether (USDT)

Step-by-Step Process:

1. Connect Your Account
• Whitelisted users: Connect using your registered email address.
• Non-whitelisted users: Connect via a Web3 wallet (e.g., MetaMask, Trust Wallet).
2. Select Eligibility Category
• Non-U.S. Participant
• U.S. Accredited Investor
3. Request Access
• Click “Request Access” on the event page.
4. Complete KYC
• If not previously completed, follow the KYC verification process.
5. Purchase Tokens
• Select your payment method (ETH, USDC, or USDT).
• Enter the desired purchase amount.
• Add funds via:
• Web3 EVM-compatible wallet (e.g., MetaMask, Trust Wallet);
• Centralized exchange (e.g., Coinbase, OKX, Kraken); or
• Debit/Credit card via Moonpay (note: separate KYC may apply).
6. Review and Accept Terms
• Read and electronically sign the Purchase Agreement.
7. Confirm Purchase
• For ETH: A single-step transaction.
• For USDC or USDT: First approve the transfer, then confirm the purchase.
8. Wallet Signature
• Sign and confirm the transaction using your connected wallet.
• Do not leave the interface until confirmation is displayed.
9. Verify Your Purchase
• Refresh the event page to view your transaction in the purchase history.
• A confirmation email will be sent with a record of your purchase.
• You must export your wallet to a Web3-compatible wallet (e.g., MetaMask) to access your tokens at Token Generation Event (TGE).

7.4 Restrictions

7.4.1 Prohibited Jurisdictions

Participation in the Token Sale is expressly prohibited for individuals or entities located in, or ordinarily resident in, jurisdictions subject to comprehensive sanctions, including but not limited to OFAC-sanctioned countries and territories.

7.4.2 Transfer Restrictions

Tokens purchased during the Token Sale may be subject to restrictions on transfer, resale, or other disposition in accordance with applicable securities laws and regulatory requirements.

7.5 Risk Disclosures

Purchasing Tokens involves a high degree of risk. You expressly acknowledge and accept that:

• The value of cryptocurrencies and digital assets is highly volatile;
• Regulatory developments may impact the availability or utility of the Tokens;
• Security breaches or loss of access credentials may result in loss of assets;
• There may be no recourse or refund in the event of Token loss.

By participating in the Token Sale, you confirm that you understand and accept all associated risks.

7.6 Limitation of Liability

To the fullest extent permitted by law, Naoris Protocol and its affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with your use of the Website, Services, or participation in the Token Sale.

7.7 Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of The Bahamas. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of The Bahamas.

8. Acceptance of Terms

By accessing the Website, using the Services, or participating in the Token Sale, you confirm that you have read, understood, and agree to be legally bound by this Agreement in its entirety.

9. Contact Information

If you have any questions, concerns, or complaints regarding this Agreement, please contact us at:

Email: admin@naoris.com