MPL Token Migration T&Cs

MPL Token Migration

1. Introduction

This document sets forth the terms and conditions ("Terms") issued by Maple DAO (BVI) Limited (together with Maple Labs Pty Ltd, "Maple") governing the token migration from MPLv1 tokens ("MPLv1 Tokens") to MPLv2 tokens ("MPLv2 Tokens") (such token migration being the "Token Migration").

By participating in the Token Migration, you ("Tokenholder," "you," or "your") confirm that you have read and agree to be bound by these Terms. Please read these Terms carefully before participating in the Token Migration.

2. Scope of Terms

2.1 Unless otherwise stated in these Terms, these Terms govern only your exchange of MPLv1 Tokens for MPLv2 Tokens during the Migration Period (defined below).

2.2 These Terms have been prepared in connection with the opportunity for persons that are eligible to take part in the Token Migration (collectively, the “Eligible Tokenholders”). You may be required to prove your status as an Eligible Tokenholder.

3. Eligibility

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

• Be a holder of MPLv1 Tokens when executing the Token Migration.

• MPLv1 Tokens can be submitted in exchange for MPLv2 Tokens, on a 1-for-1 ratio, beginning on (TBD) and ending on the three-year anniversary of such date or such later date as Maple may determine in its sole and absolute discretion (such period being the "Migration Period").

• Anyone that holds MPLv1 Tokens prior or after the beginning of the Migration Period will be able to perform the migration.

• Submit your MPLv1 Tokens to the smart contract during the migration period.

4. Representations and Warranties of the Tokenholder:

By participating in the MPL Token Migration, the Tokenholder hereby represents and warrants to Maple DAO (BVI) Ltd. as follows:

4.1 No Sanctions: The Tokenholder is not (and, if an entity, is not owned or controlled by any other person who is), acting, directly or indirectly, on behalf of any other person who is: in contravention of any applicable laws and regulations, including anti-money laundering regulations or conventions; a terrorist or a member of a terrorist organisation; identified on, or operationally based or domiciled in a country or territory that is included in, any list of prohibited parties under any law or by any nation or government, state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government such as the sanctions lists maintained by the United Kingdom (as are extended to the Cayman Islands and the British Virgin Islands by statutory instrument), United Nations (whether through the Security Council, or otherwise), the U.S. government (including the U.S. Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list), or the European Union (EU) or its member states; a senior foreign political figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political figure; or as trustee, agent, representative or nominee for a foreign shell bank. The MPLv1 Tokens you hold are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any law.

4.2 Tax Advice: The Tokenholder has taken their own tax advice in connection with the Token Migration and will bear full responsibility for any tax consequences arising from their participation in the Token Migration.

4.3 Capacity: If the Tokenholder is an individual, they are of legal age in the jurisdiction in which they reside (and in any event are older than eighteen years of age) and are of sound mind. If the Tokenholder is an entity, it is duly organised, incorporated or registered, validly existing and in good standing under the laws of the jurisdiction in which it is organised, incorporated or registered, and has all requisite power and authority for a business entity of its type to carry on its business as now conducted.

4.4 Legal Compliance: The Tokenholder is not, and will not be, participating in the Token Migration in violation of any laws or regulations applicable to them in their jurisdiction of incorporation or residence, including but not limited to anti-money laundering (AML) and counter-terrorism financing (CTF) regulations.

4.5 No Fiduciary Relationship: The Tokenholder acknowledges and agrees that no fiduciary or other similar relationship exists between them and Maple, and that no such relationship has been established or implied from the terms or the Token Migration process.

4.6 No Expectation of Profit: The Tokenholder represents and warrants that they are not participating in the Token Migration with the expectation of realising a profit. Furthermore, the Tokenholder acknowledges and agrees that they have not relied on any actual or implied representations or promises by Maple regarding the potential for profit, appreciation, or any other form of financial return associated with the MPLv2 Tokens.

5. Migration Process

5.1 The migration involves a one-to-one migration of MPLv1 Tokens to MPLv2 Tokens. For every MPLv1 Token submitted to the smart contract, the Tokenholder will receive one MPLv2 Token in return.

5.2 An xMPL holder does not need to take action. All of the MPLv1 Tokens in the xMPL contract will be sent to the migration contract and converted 1-1 to MPLv2 Tokens. When any xMPL holder goes to withdraw from the xMPL contract they will receive MPLv2 Tokens.

5.3 The Tokenholder acknowledges and understands that participation in the Token Migration is entirely voluntary and that the process is irreversible.

5.4 To participate in the Token Migration, you need to:

• Go to app.maple.finance/#/mpl

• Connect your wallet to the webapp

• Enter the amount of MPLv1 Tokens you want to migrate

• Click the “migration” button

5.5 The smart contract will then migrate your MPLv1 Tokens for MPLv2 Tokens. The MPLv2 tokens will be deposited into your wallet.

5.6 Maple has deployed a smart contract as the only method for exchanging MPLv1 Tokens for MPLv2 Tokens during the Migration Period. Access to this migration system will be available through the Website. To the extent that any other third party website, service, or smart contract offers MPLv2 Tokens during the Migration Period or facilitates the sale, exchange, or transfer of MPLv2 Tokens in any way during the Migration Period or at any time up to the release of the MPLv2 Tokens, such third party websites or services are, unless explicitly stated otherwise on the Website, not authorised by Maple and have no relationship in any way with Maple or any of our affiliates, and such MPLv2 Tokens shall be invalid.

5.7 These Terms do not constitute a prospectus of any sort, is not a solicitation for investment or any kind, and does not pertain in any way to an initial public offering or a share/equity offering, and does not pertain in any way to an offering of securities in any jurisdiction. The Terms are a description of the Token Migration process and the terms governing the Token Migration.

6. Risks and Disclaimers

There are certain risks associated with participating in the Token Migration, including:

6.1 The migration is conducted solely through the smart contract mechanism. Maple does not take responsibility for any technical issues, including but not limited to network congestion, wallet compatibility, or transaction failures, that may affect the migration process or loss of MPLv1 Tokens or MPLv2 Tokens.

6.2 The wallet you use to connect to the Website and participate in the Token Migration is not under the control or influence of Maple, who will not be able to restore or reverse any transactions in respect of property lost or frozen due to loss of private keys or otherwise. If you are not able to participate in the Token Migration or use the MPLv1 Tokens or MPLv2 Tokens due to loss or theft of the corresponding private key or otherwise, you will be unable to enjoy the benefits of the MPLv1 or MPLv2 Tokens.

6.3 Experimental cryptographic technologies and blockchain technologies, including tokens, cryptocurrencies, stablecoins, “smart contracts,” consensus algorithms, voting systems and distributed, decentralised or peer-to-peer networks or systems in connection with the Website, the MPLv1 Token, the MPLv2 Token and the Token Migration are novel, experimental, and speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto.

6.4 The Token Migration is being conducted on an "as is" basis, and there is no guarantee that the migration will be successful. You should carefully consider the risks involved before participating in the Token Migration.

6.5 You understand and agree that the migration process is irreversible, and you will not be able to recover the MPLv1 Tokens once they have been submitted.

6.6 All information provided by or on behalf of Maple is for informational purposes only and should not be construed as professional, accounting or legal advice. You should not take or refrain from taking any action in reliance on any information contained in these terms or provided by or on behalf of Maple in connection with the Token Migration. Before you make any financial, legal, or other decisions involving the Website or the Token Migration, you should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.

6.7 The Token Migration and the MPLv2 Token could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit your ability to participate in the Token Migration or continue use of the MPLv2 Token.

7. Termination or Modification:

7.1 Maple reserves the right to terminate, modify, or extend the migration process at our sole discretion, with or without prior notice to Tokenholders.

7.2 Any significant changes to the migration process will be communicated to you through official communication channels, being Maple Finance Website (maple.finance), Maple Finance Forum (community.maple.finance).

8. Limitation of Liability

8.1 Maple and the directors, officers, secretary and supervisor of any entity affiliated with Maple shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for any economic or other damages to you or any other person, including any special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to the Website or the Token Migration, whether or not Maple has been advised or knew of the possibility of such damages, and regardless of the nature of the cause of action or theory asserted.

8.2 Any claim or cause of action you may have or acquire in connection with the Website or the Token Migration or any of the other matters contemplated by these terms shall survive for the shorter of, and may be brought against the relevant Maple entity solely prior to: (a) the expiration of the statute of limitations applicable thereto; and (b) the date that is six months after the date on which the facts and circumstances giving rise to such claim or cause of action first arose.

8.3 Maple shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such resources, products, services, content or promotions from third parties in connection with the Website or the Token Migration or the associated software and smart contracts.

8.4 Maple shall not assume any liability or responsibility if your participation in the Token Migration or interaction with the Website is adversely affected by malfunctions, bugs, defects, malfunctions, hacking, theft, attacks, negligent coding or design choices, or changes to the applicable protocol rules.

8.5 By participating in the migration, the Tokenholder acknowledges that they have read, understood, and agreed to these Terms. These Terms are subject to change at Maple's discretion. It is recommended that Tokenholders review these Terms periodically for any updates or modifications.

8.6 All provisions of these Terms which disclaim or limit obligations or liabilities of Maple shall also apply, mutatis mutandis, to the officers, directors, secretary, supervisors, members, employees, independent contractors, agents, stockholders, debtholders and affiliates of Maple.

9. Taxes:

9.1 While Maple does not view the MPL Token Migration as a sale of tokens, it is important to note that tax jurisdictions around the world have varying interpretations of digital asset transactions. Maple bears no responsibility for any jurisdiction's interpretation or classification of the MPL Token Migration. You may not rely on any statements made herein as tax advice or a definitive interpretation of any law.

9.2 You are responsible for determining what, if any, taxes apply to your exchange of MPLv1 Tokens for MPLv2 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. Maple is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or other tax arising from your exchange of MPLv1 Tokens for MPLv2 Tokens. You agree not to hold Maple liable for any tax consequences you may incur associated with or arising from the creation, ownership, use, or liquidation of MPLv1 Tokens or MPLv2 Tokens, or any other action or transaction related to the Token Migration.

10. Governing Law and Jurisdiction:

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of the British Virgin Islands. The courts of the British Virgin Islands shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

Last updated: Sept. 7, 2023

Maple DAO (BVI) Limited

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maple.finance