Terms and Conditions for Octra ICO

Version 1.0, 18 December 2025

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING AND USING THE WEBSITE AND ITS SERVICES, PARTICIPATING IN THE OCTRA ICO, OR BY CLICKING “ACCEPT AND AGREE TO THE TERMS AND CONDITIONS” WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS AND CONDITIONS. IF YOU DO NOT WANT TO AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT ACCESS OR USE THE WEBSITE AND NOT PARTICIPATE IN THE OCTRA ICO.

NONE OF THE INFORMATION PROVIDED ON THE WEBSITE CONSTITUTES INVESTMENT ADVICE, FINANCIAL ADVICE, TRADING ADVICE, OR ANY OTHER SORT OF ADVICE, AND YOU SHOULD NOT TREAT ANY OF THE WEBSITE’S CONTENT AS SUCH.

1. Introduction

These terms and conditions (“Terms”) are entered into by and between you (“you”, “ your” or “Participant”) and Octra Labs, Gubelstrasse 11, 6300 Zug, Switzerland, “we”, “us” or “Octra”). These Terms, including the Privacy Notice, apply to your participation in the public sale / initial coin offering (“ICO”) of the OCT Token (“Token”) and your access and use of the website (ico.octra.org, “Website”), including any data, information, and service available therein.

We reserve the right to modify these Terms at any time at our sole discretion. In this case, we will provide notice by changing the “last updated” date above. By continuing to access or use the Website or by participating in the ICO, you confirm that you accept these updated Terms and all documents incorporated therein by reference. If you do not agree with these Terms, please immediately cease all access or use of the Website and end your participation in the ICO.

Other terms outside of these Terms may apply to you vis-à-vis any service providers involved in the ICO. Such other terms apply separately or in addition to these Terms. We are not responsible and/or liable for any aspect of and/or for any damages arising out of or related to any kind of products or services provided by such service providers.

2. Eligibility

By accessing or using the Website or participating in the ICO, you represent and warrant that you:

have the right, authority, legal capacity and legal age to accept these Terms;
will not access or use the Website or participate in the ICO if the laws of your countries of residency and/or citizenship prohibit you from doing so in accordance with these Terms,
are not subject to personal sanctions issued by the UN, US, EU or Switzerland;
only access or use the Website and participate in the ICO for your own personal use (commercial use is prohibited); and
are not accessing or using the Website or participating in the ICO from one of the countries embargoed or restricted by the Swiss State Secretariat for Economic Affairs (SECO), including, but not limited to: Belarus, Burundi, Central African Republic, Congo, DPRK (North Korea), Guinea, Guinea-Bissau, Iran, Iraq, Lebanon, Libya, Mali, Myanmar (Burma), Republic of South Sudan, Russia, Somalia, Sudan, Syria, Ukraine, Venezuela, Yemen, or Zimbabwe (“Prohibited Jurisdictions”).

The restrictions outlined in this section can be enforced using technical measures such as geo-blocking, as well as wallet and transaction screening. However, you acknowledge and accept that these methods may occasionally result in false positives. You agree that we shall not be liable for any claims or indemnities arising from a false positive that prevents you from participating in the ICO.

3. ICO Participation

3.1 Overview

We conduct an ICO during which you and other eligible participants may purchase and receive Tokens. Participation in the ICO is only possible via the Website and requires the successful completion of all registration, verification, and onboarding steps described in these Terms (“Eligible Participants ”).

To participate in the ICO, you must comply with the requirements in Section 2, create a user account with Sonar (“Sonar Account”, see Section 3.2), connect your third-party wallet (see Section 3.3) and pass a KYC check (see Section 3.4).

3.2 Sonar Account

If you want to participate in the ICO, the registration process requires you open a Sonar Account with Gm Echo Clicks Ltd (“Sonar”) and provide us with, including but not limited to, the following information: name, first name, residential address, email address, date of birth, wallet address. You must provide accurate information about yourself. We cannot be held responsible for any damage resulting from inaccurate or outdated information.

If you already have a Sonar Account, you can connect it to the Website and share with us the requested information.

Your Sonar Account is governed by Sonar’s own terms and conditions and privacy notices. Please note that we are not providing and/or offering the Sonar Account to you and are not a contractual party to the terms between you and Sonar. The contractual relationship regarding the Sonar Account exists solely between you and Sonar and/or any related entities with Sonar. Any services, verifications, data processing activities, or obligations relating to the Sonar Account are carried out through Sonar in accordance with Sonar’s contractual and legal obligations.

By creating a Sonar Account, you acknowledge and agree that Sonar independently performs identity verification, compliance checks, and any related processing and might use your data for individual purposes. Octra does not control, supervise, or assume liability for the performance or availability of Sonar’s services.

3.3 Connect your Wallet

In order to participate in the ICO, you must connect a third-party wallet to your Sonar Account (“ Connected Wallet”). We do not provide any wallet solution.

You are solely responsible for the security of your Connected Wallet, and any associated seed phrases, private keys, passwords, and PINs (collectively, “Security Credentials”). It is crucial to remember your Security Credentials, to store them in a safe place, and to not disclose them to anyone.

We have no control over or access to any of your Security Credentials, your Connected Wallet or token held in your Connected Wallet. We will not be able to recover, restore or retrieve your Security Credentials or your Token (or other tokens) in your Connected Wallet. You further understand and acknowledge that the security and integrity of your Security Credentials, your Connected Wallet, and thus the Token (or other tokens) held therein, are largely dependent upon the technical integrity of your device and your maintenance of appropriate confidentiality and security measures for the Security Credentials associated with your Connected Wallet.

We assume no liability for any damages, including but not limited to, those associated with the disclosure, manipulation, or hacking of your Security Credentials, or those that may result in the unauthorized access to your Connected Wallet.

3.4 KYC Check

To participate in the ICO, you are required to complete a Know Your Customer (KYC) and determine of the beneficial owner of the funds process (“KYC Check”), i.e. we are required to obtain, verify, and record information regarding you and the transactions contemplated under these Terms in order to comply with any applicable sanctions laws and anti-money laundering and/or anti-terrorist financing laws in Switzerland or elsewhere, currently in force or adopted hereafter, and for any bankability reasons. We may also require you to be subject to a video and online identification procedure according to the Circular 2016/7 Video and online identification of the Swiss Financial Market Supervisory Authority.

We collaborate with Sonar to carry out the KYC Check. You undertake to promptly provide, or cause to be provided to us, or to Sonar accurate, current and complete information about yourself, including supporting documentation and other evidence, as may be reasonably requested by us or by Sonar, to complete our or Sonar’s examination to ensure compliance with applicable laws. You acknowledge that your Connected Wallet may be subject to blockchain analysis procedures.

You understand that the outcome of the KYC-Check, e.g. your non-admission to the ICO, lies in the sole discretion of us. You further understand that the amount of information requested to provide as part of the KYC-Check may be subject to change over time and that you may at a later point in time be required to provide additional documents and/or information, based on which you may be rejected.

4. ICO Sale Process

4.1 Token

The Token is the native utility token of the deployed and existing Octra network (“Network”) and may be used exclusively to access the Network. The Token does not represent or constitute a payment instrument toward third parties, any ownership rights, intellectual property rights, shares or other equity interests, securities, financial instruments, or equivalent rights. It does not grant rights to receive future revenues or any form of participation or governance rights in or relating to the Network or us.

By submitting an Offer, you acknowledge and agree that the Tokens are not intended as speculative investment products but solely as access tools for the Network and have value only when used within the Network

4.2 Sale Process

The ICO is conducted through the Website. You, as an Eligible Participant, may purchase up to 200 million (two hundred million) Tokens (“Available Tokens”) at a price of USD 0.2 per Token (“ Price per Token”). On our Website we publish the stablecoins we accept as a means of payment for the purchase of Available Tokens. The USD value of payments in other currencies (if any), will be determined by us.

The ICO will take place from December 18, 2025 to January 1, 2026 (“ICO Period”). During the ICO Period, you may submit binding and non-revocable offers (“Offers”) specifying the number of Tokens you wish to purchase from the Available Tokens (“Subscribed Tokens”). After the ICO Period, you may not submit any Offers to us.

Once you submit your Offer, you must transfer the “Purchase Price”, calculated as the Price per Token multiplied by the number of Subscribed Tokens, to us. Failure to transfer the Purchase Price results in exclusion from the ICO.

Once the ICO Period ends, we will determine the final number of Subscribed Tokens you have purchased (“ Purchased Tokens”). You understand and accept that the number of Purchased Tokens depends on the total number of Subscribed Tokens submitted by all Eligible Participants.

If the total number of Subscribed Tokens exceeds the Available Tokens, your Offer will be deemed to include acceptance of a pro rata allocation (“Pro Rata Purchase”). The Pro Rata Purchase is determined by us based on the following factors (i) your Purchase Price and (ii) broad distribution and decentralisation considerations. The weighting of the factors is at our sole discretion.

Any remaining or excess funds resulting from a Pro Rata Purchase (i.e., funds for Subscribed Tokens that cannot be allocated) or a general rejection of your Offer will be refunded to your Connected Wallet within 60 days at the latest.

You acknowledge that you have no right to any allocation, whether pro rata or otherwise, and that we may reject your Offer in whole, in our sole discretion. We reserve the right, at our sole discretion, to increase or decrease the number of Available Tokens during the ICO Period or to extend, shorten, or reschedule the ICO Period. Your Offers remain binding even if we adjust the number of Available Tokens or amend the ICO Period.

4.3 Delivery of Tokens

Within 30 days following the ICO Period, we will deliver or cause delivery of your Purchased Tokens. You must have a digital wallet compatible with the Tokens (“Compatible Wallet”). We may change the delivery date for the Purchased Tokens at our sole discretion if such change is necessary for the sustainable development and growth of the Octra project or to comply with applicable laws.

We do not provide a Compatible Wallet. It is your sole responsibility to obtain one. Without a Compatible Wallet, you cannot access your Purchased Tokens.

You may be required to provide proof of ownership of your Compatible Wallet. The method of proof will be determined by us at our sole discretion.

4.4 Fees

You shall bear all costs and fees (“Fees”) associated with the payment, transfer, and refund, if any, of the Purchase Price. The Fees include, but are not limited to, blockchain network gas fees, or any other charges and fees of parties involved in facilitating the payment and transfer of the Purchase Price to us. You shall have no right to offset or deduct the Fees from the Purchase Price.

4.5 No Right of Withdrawal

Once you submit an Offer and transfer the corresponding Purchase Price to us, you may not withdraw your Offer and cancel purchase of Subscribed Tokens. Except for refunds under the Pro Rata Purchase mechanism or in case of a full rejection by us, the Purchase Price belongs upon its transfer to us, is not refundable and is not in any way held in trust or escrow for you, nor shall you have any further rights to the Purchase Price.

5. Risks

You understand and accept the risks connected to the ICO. In particular, but not exhaustively, you understand the inherent risks included in the exemplative list in Exhibit 1 of these Terms. In addition to the risks outlined in the Risk Section, unforeseen risks may arise. Additionally, new risks could emerge as unexpected variations or combinations of those risks.

BY ACCEPTING THESE TERMS AND PARTICIPATING IN THE ICO, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.

6. Taxation

You are solely responsible for obtaining tax advice and complying with all applicable tax laws in any jurisdiction. You must bear and pay any taxes, fees, or charges arising from your participation in the ICO, including withholding tax, VAT, and income tax. You agree to indemnify and hold us harmless from any liability resulting from your failure to do so.

The Purchase Price excludes VAT. We may, at our discretion, determine if VAT applies and add it to the Purchase Price.

7. Intellectual Property Rights

We retain all right, title and interest in all its intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information, and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon.

Neither these Terms nor the participation in the ICO or the acquisition, holding, or use of Token shall be construed as granting, transferring, assigning, or conferring, by implication or otherwise, any license, title, or other right in or to any intellectual property, proprietary technology, any software, source code, object code, documentation, or related intellectual property owned by us.

8. Third-Party Links

Certain features of the Website may require you to access or visit a third-party website or application which is not owned, controlled, managed or operated by us. We do not take responsibility for the content or the practices of a third-party website or application. This redirection or inclusion of a linked third-party website or application on the Website in no way implies any endorsement from us of a linked third-party website’s or application’s content, advertisers or sponsors. If you link to or use such third-party website or application, you do so at your own risk. If you believe that any third-party website or application include or promote illegal, harmful, fraudulent, infringing, obscene, defamatory, threatening, intimidating, harassing, hateful, racially, ethnically or otherwise offensive content, please contact us via legal@octra.org so that we can remove any such third-party website or application from the Website.

9. Permitted Use and Prohibited Conduct

You may access the Website and participate in the ICO only for lawful and authorized purposes. You must not: (i) violate any rights, including privacy, publicity, intellectual property, or proprietary rights; (ii) engage in illegal, obscene, defamatory, threatening, harassing, hateful, or discriminatory conduct, or encourage such conduct; (iii) publish false, misleading, or fraudulent information or impersonate any person; (iv) use the Website or participate in the ICO for terrorist financing, unlawful transactions, or unauthorized commercial purposes; (v) access, use, copy, modify, distribute, or exploit the Website in any unauthorized manner, including: (a) reverse engineering, decompiling, or extracting code, (b) transmitting viruses or harmful code, (c) gaining unauthorized access or interfering with security or performance (d) collecting participant information without consent, (e) selling, sublicensing, or distributing the Website without authorization, (f) removing or altering intellectual property notices, (g) creating software or APIs that replicate Website functionality.

We may terminate your participation and take any legal or administrative action, including criminal prosecution, at our sole discretion.

10. Warranty Disclaimers

To the fullest extent permitted by applicable law:

The Tokens are sold, the Website is provided, and the Network has been deployed on an “as is” and “as available” basis, without any express or implied warranties. We expressly disclaim all implied warranties regarding the Tokens, the Website, and the Network, including, without limitation, warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
We make no representation or warranty that the Tokens will function as intended or interact with the Network in any particular way. You acknowledge that the Tokens have no guaranteed features, performance, or compatibility beyond what is expressly stated.
We do not warrant that the Tokens, the Website, the smart contract containing your Purchase Price, or the Network are current, error-free, or meet your requirements. We do not guarantee that defects will be corrected or that the Tokens, smart contracts, Website, or Network are free of viruses or harmful components.
Neither we nor any person associated with us makes any warranty regarding the completeness, security, reliability, quality, accuracy, or availability of the Website or any services obtained through it. We do not warrant that the Website or related services will be uninterrupted, error-free, or meet your expectations.

11. Indemnification

You agree to indemnify, and hold us harmless, against all liabilities, damages, costs, expenses and claims (including third party claims) arising out of or in connection with your breach of these Terms.

12. Limitation of Liability

PLEASE READ THIS SECTION CAREFULLY. THESE PROVISIONS LIMIT THE SCOPE OF OUR LIABILITY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED UNDER THESE TERMS.

Our liability is limited to direct damages arising out of acts of willful misconduct and gross negligence. Any liability for indirect damages or consequential damages, including loss of profit, and/or damages arising from negligent conduct, and/or arising from acts or omissions procured by service providers are expressly excluded to the maximum extent permitted by applicable law.

We disclaim all responsibility for the ICO as well as the Token, their use, and any interactions with the Network. We shall not be liable for any damages arising from or related to these matters.

13. Your Representations, Warranties, and Acknowledgments

You represent and warrant to us the following, and acknowledge that we are relying on these representations and warranties:

These Terms constitute a legal, valid, and binding obligation on you, enforceable in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law);
You have a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens and blockchain-based software systems;
You have such knowledge and experience in financial and business matters that you can evaluate the merits and risks of accepting these Terms and participating in the ICO;
You can incur a complete loss of the Purchase Price without impairing your financial condition and are able to bear the economic risk associated with participation in the ICO;
You are not participating in the ICO for any illegal purposes;
You are not purchasing the Token for the purpose of speculative investment;
You understand and acknowledge that we may ourselves own and make use of the Token;
You understand that these Terms and the transactions depicted in it do not involve the purchase of shares, securities exchangeable into shares or any equivalent in any existing or future public or private company, corporation, or other entity in any jurisdiction;
You acknowledge that the Token to be delivered to you hereunder may, in certain jurisdictions, may not be resold except in compliance with applicable securities laws;
All information provided by you within the ICO is true and accurate and you do not act on behalf of any third party.
You are the beneficial owner of the funds used for the Purchase Price;
You understand that you have no right against us or any other party to request any refund of the Purchase Price under any circumstance;
Any funds used for the transfer of the Purchase Price are: (a) good, clean, clear and are of non-criminal origin; (b) completely free and clear of any liens or encumbrances of any kind of any rights of third-party interests; and (c) have no origins that may be connected to any breach of money laundering regulations whatsoever, as defined in the jurisdiction of origin, or internationally;
You understand that it remains your sole responsibility to safeguard the private key file related to the Connected Wallet and that in case you lose access to the Connect Wallet, the Token would be unrecoverable and permanently lost;
YOU HEREBY WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS-ACTION LAWSUIT OR CLASSWIDE ARBITRATION AGAINST US OR ANY OTHER ENTITY OR INDIVIDUAL INVOLVED IN THE ICO;
You understand and accept that you have not relied on any representations or warranties made by us or any other person outside of those made in these Terms, including but not limited to, conversations of any kind, whether through oral or electronic communication, or any presentation, technical paper, white paper, social media content or website posting;
You understand that the value of Token over time (if any) may experience extreme volatility or depreciate in full;
You understand that you bear the sole responsibility to determine if the transfer of the Purchase Price, the transfer, use or ownership of Token, the potential appreciation or depreciation in the value of the Token over time (if any), the sale and purchase of the Token and/or any other action or transaction related to the ICO or the Network may have tax implications.
You (i) are familiar with all related regulations in the specific jurisdiction in which you are based and that acquiring the Tokens in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind; (ii) acknowledge that no governmental authority has examined or approved of the information provided by us on the Website or any other material in connection with the Tokens; (iii) confirm the distribution or dissemination of any information on the Website to you, any part thereof or any copy thereof, or any use of the Tokens by you, is not prohibited or restricted by the applicable laws, regulations, or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at its own expense and risk without liability to us; and (iv) shall ensure that no obligations are imposed on us in any such jurisdiction as a result of any of the actions taken by it in the preceding sub-clause; and (v) acknowledge that we will have no responsibility for and it will not obtain any consent, approval or permission required by you for, the acquisition, offer, sale or sale by it of the Tokens under the laws and regulations in force in any jurisdiction to which you are subject or in or from which it uses the Tokens.

14. Data Privacy Policy

For information about how we handle your personal information, please see our privacy policy at ico.octra.org/privacy.

15. Miscellaneous

15.1 Independent Contractors

These Terms do not create a principal or agent, employer or employee partnership, joint venture, or any other relationship except that of independent contractors between the parties. Nothing contained herein shall be construed to create or imply a joint venture, principal and agent, employer or employee, simple partnership, or any other relationship except that of independent contractors between the parties, and neither party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other in connection with the performance hereunder.

15.2 Assignments and Transfers

These Terms, including any rights and obligations contained herein, cannot be assigned or transferred by you in whole or in part without our previous written consent. Any assignment or transfer that does not conform with the terms of this provision shall be void.

We are entitled to assign or transfer these Terms in whole or in part to any other entity. You hereby expressly acknowledge and agree to such assignment and assumption and, if the Terms are assigned by us, release us from any and all obligations or other duties arising out of these Terms.

15.3 Severability

If any provision of these Terms should be invalid in any jurisdiction under applicable law, the legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. In such an event, the parties commit themselves to compose a legally valid replacement rule which approaches the invalid provision as closely as possible within the economic intent of these Terms. These Terms will be interpreted as though the invalid clause had been omitted from the outset.

15.4 No Waiver

If any party of these Terms waives the enforcement or exercise of its contractual right in a particular case, this may not be considered a general waiver of the respective right or any other contractual right or the exercise and enforcement thereof.

15.5 Title To and Risk of Loss

The Network and the smart contracts underlying the Tokens are deployed by us from Switzerland and are programmed so that all transactions it executes will be executed in Switzerland. You understand and acknowledge that title to, and risk of loss of, Tokens you receive from us passes from us to you in Switzerland upon when we have submitted your Token receiving address to the smart contract or have initiated the transaction to transfer the Token to your receiving address; whichever occurs first.

15.6 Governing Law and Venue

These Terms and all claims relating to or arising out of these Terms, or the breach thereof, whether in contract, tort or otherwise, shall be governed by Swiss Law, excluding Swiss choice-of-law principles.

Any dispute arising out of or relating to these Terms or its subject matter or formation (including non-contractual disputes or claims) will be resolved by the ordinary courts of the city of Zug, Switzerland.

16. Contact

Any questions related to these Terms can be sent to legal@octra.org.

Exhibit 1 - Risk Section

In addition to the risks outlined in this Risk Section, unforeseen risks may arise. Additionally, new risks could emerge as unexpected variations or combinations of those risks.

1. Token Related Risks

Value of Token: The Token may have no value. You may lose all amounts paid.
No Market Assurance: No public or secondary market for the Token may exist. We make no representation or warranty that a market will develop or that the Token will be listed on any centralized exchange. If public or secondary markets exist, they may be illiquid or highly volatile.
No Lockups for Early Buyers: Tokens purchased by pre-purchasers, including venture capital investors, are not subject to lock-up restrictions. These pre-purchasers may sell their Tokens. Such sales could affect the Token’s price on any public or secondary market, if one exists.
Custodial Risk: The method chosen to store Tokens carries inherent risks related to the security and management of the storage solution. The chosen storage method whether hot or cold wallets, or centralized custody can significantly impact the safety, liquidity, and accessibility of Tokens, with direct consequences for the holder's ability to access, trade, or retain their assets.
Scam Risk: This is the risk of loss resulting from a scam or fraud suffered by Token holders from other malicious actors. These scams include - but are not limited to - phishing on social networks or by email, fake giveaways, the theft of our identity, or members our management body, creation of fake Tokens, offering fake Token airdrops, among others.
AML/CFT Risk: Tokens may be misused for money laundering or terrorist financing or linked to individuals involved in such activities. A public address holding Tokens could be flagged under anti-money laundering or counter-terrorism financing measures. If flagged, authorities or service providers may restrict transactions or freeze assets. Holders may face legal or regulatory challenges, limiting their ability to access, trade, or transfer Tokens.
Taxation Risk: The taxation regime that applies to the Token transactions will depend on each Token holder’s jurisdiction. We cannot guarantee that the holding of Tokens, the receipt of the Token, conversions of fiat currency against Tokens, or conversions of other crypto assets against Tokens, will not incur tax consequences. It is the Token holder’s sole responsibility to comply with all applicable tax laws, including, but not limited to, the reporting and payment of income tax, wealth tax or similar taxes arising in connection with the appreciation and depreciation of the Token.
Legal and Regulatory Risk: There is a lack of regulatory harmonization and cohesion globally, which results in diverging regulatory frameworks and possible further regulatory evolutions in the future. These could negatively impact the value, utility, and overall viability of the Token and, in extreme cases, force us to cease operations. Notably:
- While the Token does not create or confer any contractual or other obligations against any party, certain non-EU regulators may nevertheless classify them as securities, financial instruments, or payment instruments under their respective legal frameworks. Such classifications could impose specific regulatory constraints, leading to significant changes in how the Token is structured, issued, purchased, or traded.
- Evolving regulations could substantially increase our compliance costs and operational burdens related to facilitating transactions in the Token.
- New or restrictive regulations could result in the Token losing functionality, depreciating in value, or even becoming illegal or impossible to use, buy, or sell in certain jurisdictions.
- Regulators could take enforcement action against us if they determine that the Token constitutes a regulated instrument or that our activities violate existing laws. Such actions could expose us, our affiliates, directors, and officers to legal and financial penalties, including civil and criminal liability.

2. Octra Labs (Issuer) Related Risks

Abandonment / Lack of Success Risk: The further development of the Network may be partially or totally abandoned for several reasons including, but not limited to, lack of interest from the public, lack of funding, incapacitation of key developers and project members, force majeure (including pandemics and wars) or lack of commercial success or prospects.
Project Change Risk: Our vision for the Network may evolve over time. This could involve pivoting from its original vision, or modifying how that vision is executed. Such changes may be driven by market conditions, regulatory developments, technological advancements, or strategic decisions by the project’s team. While adaptation can foster innovation and resilience, it also introduces risks, including shifts in value proposition and potential misalignment with prior expectations.
No Network Control Risk: The Network is neither operated nor controlled by us. Should Token holders interact with the Network, they are engaging directly with the Network and potentially with third parties that have no relationship to us. We do not oversee or manage these interactions, nor do we assume responsibility for any outcomes that may arise.
Withdrawing Partners Risk: The implementation of the Network depends strongly on the collaboration and functioning of services provided by several third parties and other crucial partners. Loss or changes in the project’s leadership or key partners can lead to disruptions, loss of trust, or project failure. We cannot guarantee that the Network and the related project will be successfully developed and deployed.
Legal and Regulatory Compliance Risk: Crypto-assets and blockchain-based technologies are subject to evolving regulatory landscapes worldwide. Regulations vary across jurisdictions and may be subject to significant changes. Changes in laws or regulations may negatively impact the value (if any), legality, or functionality of the Token. Non-compliance can result in investigations, enforcement actions, penalties, fines, sanctions, or the prohibition of the sale of the Token impacting its viability and market acceptance. We could also be subject to private litigation.
Operational Risk: Any failure to develop or maintain effective internal control or any difficulties encountered in the implementation of such controls, or their improvement could harm our business, causing disruptions, financial losses, or reputational damage.
Industry Risk: We are and will be subject to all the risks and uncertainties associated with any new venture, visionary projects, including the risk that we will not be able to realize our purpose or vision about the Network. Other projects may have the same or a similar vision as ours. Many of such other projects are profit-oriented, substantially larger and have considerably greater financial, technical and marketing resources than we do, and thus may attract more participants than the Network, the project and the ecosystem initiated by us.
Reputational Risk: We face the risk of negative publicity, whether due, without limitation, to operational failures, security breaches, illicit activities, all of which can damage our reputation and, by extension, the value and acceptance of the Token.
Competition Risk: There are several other crypto assets and projects, and new competitors may enter the market at any time. The effect of new or additional competition on the Token or its market price cannot be predicted or quantified. Competitors may have significantly greater financial and legal resources than us and there is no guarantee that we will be able to compete successfully, or at all, with such competitors. Moreover, increased competition may severely impact our profitability and creditworthiness.

3. Project Implementation Related Risks

Novel Ecosystem Risk: The Token holder understands and acknowledges that the ecosystem, as evolving around the Network, is built on emerging and rapidly evolving technologies, which inherently carry significant risks. The underlying software, blockchain infrastructure, smart contracts, and related technologies are still in their early stages of development, meaning there is no guarantee that the process of receiving, using, or holding Tokens will be uninterrupted or error-free. As with any novel technology stack, there is an inherent risk that the underlying blockchain, smart contracts, or associated components may contain weaknesses, vulnerabilities, or bugs, despite audits being conducted. Such issues could lead to unintended behaviours, security breaches, or critical failures, potentially resulting in the partial or complete loss of Tokens or their functionality. Additionally, unforeseen technical limitations, incompatibilities, or the emergence of superior alternatives could further impact the stability, security, and long-term viability of the ecosystem.
Suitability Risk: The Network has been deployed on an "as is" and "as available" basis, with reasonable level of care but without warranties of any kind, and we expressly disclaim all implied warranties as to the Token and the Network, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

4. Technology Related Risks Value of the Token

General Cybercrime Risk: The Token holder acknowledges that, despite best efforts to enhance security, the technological components supporting the Token - including its blockchain infrastructure, smart contracts, wallets - may be vulnerable to cyberattacks. Malicious actors may exploit software vulnerabilities, attack consensus mechanisms, or compromise private keys to gain unauthorized access to Tokens. Risks include hacking attempts on the Network, smart contract exploits, phishing attacks, malware infections, and other forms of cybercrime that could result in the theft, loss, or unauthorized transfer of Tokens. Since digital assets exist entirely in a technological environment, they are inherently exposed to evolving cyber threats, some of which may be undetectable or irreparable until after significant damage has occurred.
Blockchain-Level Risk: The Token holder understands and accepts that, as with other blockchains, the blockchain used for the issuance of the Token could be susceptible to consensus-related attacks, including but not limited to double-spend attacks, DDoS attacks, majority validation power attacks, censorship attacks, and byzantine behaviour in the consensus algorithm, Sybil attacks or be subject to forks. Any successful attack or fork presents a risk to the Token, the expected proper execution and sequencing of Token-transactions and the expected proper execution sequencing of contract computations as well as the token balances in the wallet of the Token holders.
Smart Contract-Level Risk: The issuance and transfers of Tokens rely on smart contracts deployed on a blockchain network, which introduce specific technical and security risks.
- Smart contracts are self-executing, meaning any vulnerabilities, coding errors, or unforeseen logic flaws in the issuance contract could result in unintended consequences, such as the incorrect distribution of tokens, loss of funds, or permanent locking of tokens. Additionally, smart contracts are exposed to potential exploits, including hacking attempts, reentrancy attacks, and other forms of malicious activity that could compromise the security of the issuance process.
- Once deployed, the smart contract governing the issuance of Tokens cannot be easily altered or corrected, meaning any discovered vulnerabilities may be difficult or impossible to fix without significant coordination, community approval, or even a network fork. Furthermore, changes to the underlying blockchain protocol, such as updates to consensus mechanisms, transaction processing rules, or gas fee structures - could affect the functionality or cost efficiency of the issuance smart contract. These risks could lead to disruptions in token issuance, security breaches, or a loss of confidence in the ecosystem, potentially impacting the Token's value and usability.
Network-Level Risk: The Network could be subject to critical exploits, such as re-entrancy attacks, logic errors, or oracle manipulation, which could lead to unintended token transfers, assets being drained from the system, or tokens being irretrievably lost. Fixing such issues may require significant coordination, governance approval, or even disruptive measures such as protocol migrations or forks, none of which are guaranteed to be successful. The Network could require an upgrade (for example, without limitation, to address a security concern), which could lead to a temporary halt of the Network or cause unforeseen disruptions to transactions on the Network.
Compatibility Risk: The Network, the Token, and the Network’s smart contracts may utilize distinct technical standards and programming languages, potentially resulting in incompatibility with other DLT networks and ecosystems, in particular with the Ethereum ecosystem. Achieving compatibility may necessitate bridging Tokens through third-party products and services and/or modifying the software code of the relevant smart contracts.
Third-Party Risk: Crypto assets such as the Token often rely on third-party services such as wallet providers. These providers can be susceptible to security breaches, operational failures, and regulatory non-compliance, which can lead to the loss or theft of the Token. The Network encapsulate young technologies, which is why there is no warranty that the process for receiving, using, and holding the Token will be uninterrupted or error-free and that there is an inherent risk that the underlying blockchain, the smart contracts thereon, as well as any related technologies or concepts could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of Token or its functionality.

Last updated: 18 December 2025