Token Terms

Terms & Conditions for the Tales & Conquest Tokens

Effective Date: February 16, 2025

These Token Terms (the “Agreement”) govern the use, purchase, and holding of the Tales & Conquest token (“$TALES” or the “Token”) issued by Gnome Labs LLC (“Company,” “we,” “us,” or “our”), a Wyoming limited liability company. By accessing, purchasing, or otherwise using the $TALES Token, you (“you,” “your,” or “User”) agree to be bound by this Agreement. If you do not agree with these Terms, you are not permitted to purchase or use the $TALES Token.

1. OVERVIEW

1.1 Project & Token. The Tales & Conquest project is a web3 gaming ecosystem that will ultimately transition into a decentralized autonomous organization (DAO). The project’s native token, Tales & Conquest ($TALES), is designed as a governance and utility token, enabling participation in various in-game and ecosystem functions. It is NOT designed to be a security or investment vehicle, and will not be registered as such. The $TALES token will initially be launched through a Liquidity Bootstrapping Pool (LBP), with plans for potential decentralized exchange listings following the LBP phase. The anticipated launch is set for early 2025, though the exact date is yet to be determined.

1.2 Reference to Whitepaper. Further details on the token’s allocation, economic model, and the planned transition to DAO governance are outlined in the Tales & Conquest whitepaper. These Token Terms provide a high-level summary of $TALES’ functionality and legal disclaimers. In the event of any discrepancies between these Terms and the whitepaper, these Terms shall take precedence for legal purposes.

2. RESTRICTED JURISDICTIONS

2.1 Prohibited Jurisdictions. Users located in, or who are residents or citizens of, certain countries and regions are strictly prohibited from purchasing or using the $TALES Token. As of February 2025, these comprehensively sanctioned jurisdictions include (1) Cuba, (2) Iran, (3) North Korea, (4) Syria, (5) Russia, (6) Belarus, and (7) the Ukrainian regions of Crimea, Donetsk, and Luhansk. This list is subject to change at the discretion of the U.S. government, and users are responsible for ensuring they are not subject to any additional sanctions or restrictions. The most current list of sanctioned jurisdictions can be found on the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) website at ofac.treasury.gov.

2.2 Compliance. By engaging with the $TALES Token, you represent and warrant that you are not a resident of, or located in, any of the restricted jurisdictions listed above. The Company reserves the right to take necessary actions, including restricting access to its website and services, to ensure compliance with applicable laws and regulations.

3. TOKEN UTILITY & DAO TRANSITION

3.1 Utility Overview. $TALES serves as a governance and utility token within the Tales & Conquest ecosystem. High-level utilities include (1) participation in governance decisions related to the game and future DAO; (2) potential revenue sharing subject to staking/lockup conditions; and (3) a medium of exchange for certain game asset sales. All use cases are subject to change to comply with U.S. laws and regulations and any other applicable requirements.

3.2 DAO Transition. Over a period of approximately three years, governance and decision-making authority for the Tales & Conquest project is expected to transition from the Company to a decentralized autonomous organization (DAO). Details regarding this transition are included in the “Tales DAO” section of the whitepaper.

4. TOKEN DISTRIBUTION

4.1 No Private Sale. There is no private or pre-sale allocation of $TALES. All token allocations are detailed in the whitepaper under the “$TALES” section.

4.2 Liquidity Bootstrapping Pool (LBP). The Company intends to conduct an LBP to allow participants to acquire $TALES over an extended timeframe. Exact parameters (including starting price, final price, and liquidity targets) may be announced closer to launch and are subject to change at the Company’s discretion.

4.3 No KYC Requirements. The Company does not plan to conduct formal KYC procedures for token sales or distributions. However, the Company will use commercially reasonable efforts to comply with applicable Anti-Money Laundering (AML) requirements.

5. NO SECURITIES OFFERING

5.1 Non-Security Representation. The Company does not intend for the $TALES Token to be treated or classified as a security under the U.S. Securities Act of 1933 or the laws of any other jurisdiction. This Agreement does not constitute an offer of securities or a solicitation for investment in securities in any jurisdiction.

5.2 No Investment Intent. You acknowledge and agree that you are not purchasing or using $TALES for speculative or investment purposes, and you understand there is no expectation of profit or increase in value from holding or using the Token. The Token is designed solely for use within the Tales & Conquest ecosystem as described in the whitepaper.

6. RISK FACTORS & DISCLOSURES

6.1 High Volatility and Loss Risk. Cryptocurrencies and cryptocurrency tokens, including $TALES, are subject to extreme volatility. The value of $TALES may fluctuate significantly and could become worthless. YOU ACKNOWLEDGE THAT YOU MAY LOSE ALL VALUE ASSOCIATED WITH THE TOKEN.

6.2 No Guarantee of Value. The Company does not guarantee any minimum price or value of the $TALES Token, nor does the Company guarantee any liquidity for the Token. Markets may be illiquid, and demand for the Token may be minimal or non-existent.

6.3 Regulatory Risks. Regulatory actions could severely impact the Tokens’ operation, availability, transferability, or value. Laws, regulations, or policies related to blockchain technology and digital assets are rapidly evolving and may materially affect the $TALES Token.

6.4 Technology Risks. Interacting with smart contracts involves substantial risks, including the risk of hacks, exploits, bugs, errors, and network failures. Neither the Company nor any affiliated party is responsible for losses arising from contract vulnerabilities or network disruptions.

6.5 Tax Obligations. It is your sole responsibility to determine any taxes that may apply to your $TALES transactions. The Company is not responsible for withholding, reporting, or paying any taxes arising from your ownership or use of the $TALES Token.

7. INTELLECTUAL PROPERTY

7.1 Ownership and Marks. The Company owns all rights, titles, and interest in and to the “Tales & Conquest” and “Gnome Labs” names, as well as any related logos, designs, trademarks, copyright, and other intellectual property. The $TALES brand and token name are also owned exclusively by the Company. Nothing in this Agreement grants you any license or rights to use such intellectual property except as may be necessary to participate in the Tales & Conquest ecosystem.

8. DISCLAIMER OF LIABILITY

8.1 No Liability for Losses. To the maximum extent permitted by law, the Company (including its members, directors, officers, employees, and affiliates) disclaims any liability for any and all losses or damages (including direct, indirect, special, consequential, or exemplary) arising out of or in connection with your acquisition, holding, or use of $TALES, including, without limitation, any loss of value, lost profits, data loss, or interruption of business.

8.2 No Guarantee of Functionality. The Company does not warrant or guarantee the uninterrupted or error-free operation of any blockchain network, the Tales & Conquest game, the LBP, or the functionality of any associated smart contracts.

9. INDEMNIFICATION

9.1 User Indemnification You agree to indemnify and hold harmless the Company, its affiliates, and their respective members, directors, officers, employees, agents, or representatives (the “Indemnified Parties”) from and against any and all claims, damages, losses, actions, demands, proceedings, liabilities (including legal fees) incurred by any Indemnified Party arising out of or related to:

• Your violation of this Agreement or applicable law.

• Your use or misuse of the $TALES Token, the Tales & Conquest ecosystem, or any related services.

• Any suggestion, advice, or recommendation made by you to another token holder or user that leads to their loss or damage. In such cases, you shall also indemnify the Company from and against any claims made by or on behalf of the affected user.

10. COMMUNITY & USER CONDUCT

10.1 Account Limitations. The Company reserves the right to limit or restrict access to the Tales & Conquest game or related services for users who violate any applicable rules, laws, or community guidelines, or who place the Company at legal or regulatory risk. However, the Company does not control or restrict blockchain addresses themselves; such restrictions, if any, apply solely to our platforms and services.

11. MISCELLANEOUS

11.1 Governing Law. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to conflict of laws principles.

11.2 Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

11.3 Entire Agreement. This Agreement, together with any other legal notices or policies referenced herein (but excluding other topics not relevant to the Tokens), constitutes the entire agreement between you and the Company concerning the subject matter herein and supersedes all prior or contemporaneous agreements, understandings, representations, and statements.

12. CONTACT INFORMATION

If you have any questions or concerns about these Token Terms, you may contact us at:

• Email: [e-mail]

BY PURCHASING OR OTHERWISE USING THE $TALES TOKEN, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS AND ALL DISCLAIMERS AND RISK FACTORS CONTAINED HEREIN.