Effective Date: April 6, 2026
Energy Substantiation Partners, LLC ("Company," "we," "us," or "our")
BY ACCEPTING AND REGISTERING YOUR TOKEN CODE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS SERVICE.
1. Definitions
For purposes of this Agreement:
- Agreement: These Terms and Conditions.
- Applicable Law: All applicable federal, state, local, and foreign laws, regulations, rules, orders, and governmental requirements.
- Giveaway Token or Token: The physical token given away for free as a memento, marked with a redemption Code.
- Code: The unique redemption code marked on each physical Token.
- MiCA: Regulation (EU) 2023/1114 of the European Parliament and of the Council on markets in crypto-assets (the Markets in Crypto-Assets Regulation), as amended or supplemented from time to time.
- Asset-Referenced Token (ART): A type of crypto-asset as defined under MiCA that purports to maintain a stable value by referencing another value or right, or a combination thereof, including one or more official currencies, commodities, or crypto-assets.
- Restricted Jurisdiction: Any jurisdiction where the offer, sale, or use of digital assets such as WTI Token is prohibited or would require licensing, registration, or authorization that Company has not obtained, including but not limited to the European Union and European Economic Area unless and until the Company has obtained all required authorizations under MiCA.
- WTI Token: A digital asset that may be minted in the future by an affiliate of Company. Its value will derive from verified energy reserves, and it is designed to be traded on a blockchain. Under MiCA, the WTI Token may be classified as an Asset-Referenced Token (ART) due to its commodity-backed nature.
2. Token Rights and Limitations
The Giveaway Token does not confer any rights to the holder except the right to register the Code and potentially receive one WTI Token, subject to the following:
- No guarantee is made that redemption for a WTI Token will ever be available. Redemption is conditional on Company launching WTI Token.
- WTI Token is subject to separate terms and conditions and entails separate rights and obligations. Any holder who redeems for a WTI Token should carefully review such terms and carefully consider any risks before redeeming.
3. Registration and Redemption Terms
Each redemption Code is valid for a single use only. Key terms include:
- Single Use: Each Code may only be redeemed once. Once successfully redeemed, it cannot be used again.
- First-Writer-Wins: In the event multiple parties attempt to redeem the same Code, the first valid submission will be honored.
- Code Security: You are responsible for keeping your Code secure. Loss or theft of Codes is your sole responsibility.
- Transferability: Giveaway Tokens and their Codes are transferable. You represent that you will provide these Terms and Conditions to any transferee of your Token.
- Registration Deadline: Codes must be registered by June 30, 2026. Any Codes not registered by this deadline will be permanently invalid.
- Token Distribution Timing: Token distribution will occur at a future date determined solely by the Company. Successful Code registration records your claim but does not result in immediate token delivery. No specific delivery timeline is guaranteed.
4. Recipient Address Accuracy
You are solely responsible for providing an accurate Ethereum address. The Company is not responsible for tokens sent to incorrect addresses. Key requirements:
- Address must be a valid Ethereum address (0x followed by 40 hexadecimal characters)
- You must have control of the private keys for the provided address
- Tokens sent to incorrect, inaccessible, or smart contract addresses cannot be recovered
- The Company will not reverse, cancel, or modify transactions after registration
5. No Refunds or Reversals
All registrations are final. The Company does not offer refunds, reversals, or corrections after a Code has been registered, regardless of circumstances including but not limited to:
- User error in providing recipient address
- Loss of access to recipient address
- Market value changes of tokens
- Regulatory or legal changes
6. Securities Law Disclaimers
NO SECURITIES REGISTRATION: THE GIVEAWAY TOKEN AND WTI TOKEN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS OFFERING OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS AGREEMENT.
7. European Union — MiCA Regulatory Compliance
IMPORTANT NOTICE TO EU/EEA RESIDENTS: The WTI Token, if and when minted, may constitute an Asset-Referenced Token (ART) within the meaning of Title III of MiCA, as its value is intended to be referenced to a commodity (crude oil reserves). Under MiCA, the following requirements apply to ARTs and the persons who offer them:
7.1 EU Offering Restriction
The WTI Token is not currently offered, distributed, or made available to persons residing in or established in the European Union or the European Economic Area. No offer to the public of WTI Tokens within the EU/EEA will be made unless and until:
- The issuer of WTI Token is a legal entity authorized in an EU Member State in accordance with Article 16 of MiCA, or is otherwise exempted under MiCA;
- A crypto-asset white paper compliant with Article 19 of MiCA has been drawn up, notified to the relevant competent authority, and published in accordance with MiCA;
- All ongoing obligations under MiCA applicable to issuers of ARTs are satisfied, including but not limited to reserve asset requirements, custody arrangements, conflict of interest policies, and disclosure obligations.
7.2 No Notified White Paper
As of the Effective Date of this Agreement, no crypto-asset white paper has been notified to any competent authority in the EU/EEA or published in accordance with MiCA with respect to WTI Token. No competent authority in any EU Member State has reviewed, approved, or endorsed this Agreement, the Giveaway Token, or the WTI Token. The absence of a notified and published white paper means that WTI Token cannot lawfully be offered to the public or admitted to trading on a trading platform in the EU/EEA.
7.3 Reserve and Custody Requirements
Under MiCA, issuers of ARTs are required to maintain a reserve of assets that backs the value of the tokens at all times, and such reserves must be held by authorized custodians in a manner that is segregated from the issuer's own assets. The Company acknowledges these requirements and represents that, prior to any future offering of WTI Token in the EU/EEA:
- A reserve of assets backing the WTI Token will be established and maintained in accordance with Articles 36 and 37 of MiCA;
- Reserve assets will be held in custody by one or more authorized credit institutions or crypto-asset service providers in accordance with Article 37 of MiCA;
- Reserve assets will be legally and operationally segregated from the issuer's own assets and from the reserves of other token issuances;
- Reserve assets will not be encumbered or pledged as collateral.
7.4 Audit and Disclosure Obligations
Prior to any offering in the EU/EEA, the Company or the authorized issuing entity will:
- Engage an independent auditor to conduct regular audits of the reserve assets as required under MiCA;
- Publish on its website, on an ongoing basis, the amount of ARTs in circulation and the value and composition of reserve assets, updated at least monthly;
- Make available a crypto-asset white paper that complies with Article 19 of MiCA, including a clear description of the rights and obligations attached to the ART, the underlying technology, and the risks involved;
- Notify the relevant competent authority of any material changes to the white paper or business arrangements.
7.5 EU Resident Representation
By registering a Code, you represent and warrant that you are not a resident of, domiciled in, or otherwise subject to the jurisdiction of any EU or EEA Member State, unless the Company has publicly announced that it has obtained all necessary MiCA authorizations and has published an approved crypto-asset white paper. If you are an EU/EEA resident and register a Code prior to such announcement, your registration may be voided and you will have no claim to receive WTI Tokens.
8. Prohibited Participants
By registering a Code, you represent and warrant that you are not:
- A person or entity located in, incorporated in, or a resident of any Restricted Jurisdiction where digital assets are prohibited or where the offer, distribution, or delivery of the Token would require licensing, registration, authorization, or approval that the Company has not obtained, including the EU/EEA unless the Company has obtained all required authorizations under MiCA (see Section 7)
- A person or entity listed on any U.S. government list of prohibited or restricted parties, including the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) Specially Designated Nationals List
- Subject to any sanctions administered or enforced by any country or government
- A government official prohibited from accepting gifts such as the Token
- Under the age of 18 or otherwise lacking legal capacity to enter into this Agreement
9. No Investment Intent
You acknowledge and agree that:
- You are receiving the Giveaway Token solely for entertainment and commemorative purposes
- You have no expectation of profit from the entrepreneurial or managerial efforts of Company
- Nothing in this service constitutes investment, legal, or tax advice. Consult with appropriate professionals
10. Risk Acknowledgment
The WTI Token has not been minted or launched. There is a risk it will never exist and you will never have an opportunity to redeem the Giveaway Token for a WTI Token. By accepting the Token, you expressly acknowledge and assume the following risks:
Technology Risks
Blockchain technology is experimental and subject to:
- Software bugs, errors, and vulnerabilities that may result in loss of digital assets
- Cybersecurity breaches, hacking attempts, and malicious attacks
- Protocol changes, hard forks, or network failures
- Complete technological obsolescence or failure
Regulatory Risks
The regulatory status of digital assets is unsettled and rapidly evolving. Future regulations may:
- Prohibit or restrict your ability to redeem the Giveaway Token
- Require licensing, registration, or compliance obligations
- Render the WTI Token worthless or illegal
- In the EU/EEA, the Markets in Crypto-Assets Regulation (MiCA) imposes specific requirements on issuers of Asset-Referenced Tokens, including authorization, white paper publication, reserve maintenance, and ongoing supervisory compliance — failure to meet any of these requirements would prevent the WTI Token from being offered or traded in the EU/EEA
Economic Risks
You acknowledge that:
- The Giveaway Token has no value, liquidity, or market
- You may not be able to redeem the Giveaway Token for anything of value, including a WTI Token
- The Company makes no representations regarding the value, utility, or future performance of tokens
- Company makes no representations regarding profitability
Tax Risks
Registration or future redemption of the Giveaway Token may trigger tax obligations in your jurisdiction, including but not limited to income tax, capital gains tax, value-added tax, and reporting requirements. You are solely responsible for all tax compliance.
11. Service Availability
The Company makes no guarantees regarding service availability. We reserve the right to suspend or terminate the registration service at any time without notice.
12. Data Privacy
Your personal data (including Ethereum addresses and any identifying information) will be collected, processed, and stored in accordance with applicable data protection laws including GDPR where applicable. By registering your Code, you consent to such processing and warrant that all data provided is accurate. We collect only the minimum data necessary to process your registration. You have the right to access, correct, and request deletion of your personal data by contacting us at legal@energysubstantiation.com. We will retain your data only as long as necessary to fulfill the purposes outlined in this Agreement or as required by law.
13. Disclaimers
AS IS BASIS: The service is provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, DIGITAL ASSETS, OR TOKENS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.
15. Dispute Resolution
Binding Arbitration
Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in Delaware, and judgment on the arbitration award may be entered in any court having jurisdiction.
Class Action Waiver
YOU AGREE THAT ANY CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
Jury Trial Waiver
YOU WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any legal action not subject to arbitration shall be brought exclusively in the state or federal courts located in Delaware.
17. Indemnification
You agree to indemnify and hold harmless the Company and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from your use of the service, violation of these terms, or violation of any rights of another.
18. Modifications
The Company reserves the right to modify these terms at any time. Continued use of the service after modifications constitutes acceptance of the updated terms. Material changes will be communicated via email to registered addresses where feasible.
19. Contact Information
For questions regarding these terms, please contact: legal@energysubstantiation.com
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