TERMS

1. INTRODUCTION

These Terms and Conditions ("Terms") govern your access to and use of the website located at moongenz.io (the "Site"), the $MGENZ token presale, the staking platform ("Stack"), the referral program, the early list, and any related services (collectively, the "Services") provided by the Moongenz team ("we", "us", "our", or "Moongenz").

These Terms constitute a binding legal agreement between you ("you", "your", or "User") and Moongenz. By accessing the Site, connecting a digital wallet, joining the early list, participating in the presale, staking $MGENZ, using the referral program, or otherwise using the Services, you agree to be bound by these Terms in full.

If you do not agree with any part of these Terms, you must immediately discontinue use of the Site and the Services and refrain from purchasing $MGENZ.

2. DEFINITIONS

For the purposes of these Terms:

• "$MGENZ" or "Token" means the ERC-20 utility token issued by Moongenz on the Base network (chain ID 8453), which is an Ethereum layer 2.
• "Affiliate" means any entity that controls, is controlled by, or is under common control with Moongenz.
• "Applicable Law" means all laws, regulations, statutes, orders, and rules in force in the jurisdiction where Moongenz is registered and any other jurisdiction that has lawful authority over the Services.
• "Blockchain" means a distributed, public, and decentralized ledger, including the Ethereum mainnet, Binance Smart Chain, and Solana.
• "Presale" means the staged sale of $MGENZ tokens prior to public DEX listing, conducted across 12 sequential pricing stages.
• "Restricted Person" means any individual or entity falling within Section 5.
• "Smart Contract" means the self-executing computer code deployed to the Blockchain that governs the Token, the Presale, staking, and the referral mechanism.
• "Wallet" means a self-custodied digital wallet capable of holding ERC-20 tokens (or equivalent tokens on supported chains) and signing Blockchain transactions.

3. THE OPERATING ENTITY

The Services are currently operated informally by the founding team of Moongenz. Prior to the launch of the Presale and prior to acceptance of any payments via card or fiat onramp, a registered legal entity will be formed and named in an updated version of these Terms. The TODO placeholder in Section 1 will be replaced with the entity name, registration number, and registered address.

You will be notified of the entity formation through the Site and via email if you are subscribed to updates. Continued use of the Services after entity registration will constitute acceptance of the entity as the contractual counterparty under these Terms.

4. ELIGIBILITY

By using the Services, you represent and warrant that you:

• Are at least 18 years of age, or the age of legal majority in your jurisdiction, whichever is greater;
• Have full legal capacity and authority to enter into these Terms;
• Are not a Restricted Person under Section 5;
• Are not subject to any sanctions administered by the United Nations, the European Union, the United Kingdom, the United States Office of Foreign Assets Control (OFAC), or any other applicable sanctions authority;
• Are not acting on behalf of any sanctioned individual or entity;
• Are using funds derived from lawful sources;
• Will comply with all Applicable Laws relating to your use of the Services, including tax, anti-money-laundering, and counter-terrorist-financing obligations;
• Have the technical knowledge necessary to understand the operation of digital wallets, blockchain transactions, smart contracts, and self-custody.

We reserve the right to refuse service to any user, suspend access at any time, and take any action we consider necessary to comply with Applicable Law.

5. RESTRICTED JURISDICTIONS

The Services are not directed at, offered to, or intended for use by persons who are residents of, located in, or citizens of:

• The United States of America, including any of its states, territories, or possessions;
• The United Kingdom of Great Britain and Northern Ireland;
• Canada;
• The People's Republic of China, including the Special Administrative Regions of Hong Kong and Macau;
• The Republic of Singapore;
• Iran, North Korea (DPRK), Syria, Cuba, Belarus, Russia, the Crimea region, the so-called Donetsk and Luhansk People's Republics;
• Any other jurisdiction subject to comprehensive sanctions by the United Nations, the European Union, the United Kingdom, or OFAC;
• Any jurisdiction in which the offer, sale, or holding of $MGENZ would constitute a violation of Applicable Law or require additional registration, licensing, or authorization that has not been obtained.

It is your sole responsibility to ensure that your participation is lawful in your jurisdiction. Use of a virtual private network (VPN), proxy service, or any other circumvention technology to access the Services from a Restricted Jurisdiction constitutes a material breach of these Terms and may also constitute a violation of Applicable Law.

6. NATURE OF $MGENZ

$MGENZ is a utility token. It is not, and is not intended to function as:

• A security, share, equity, or other ownership interest in any entity;
• A debt instrument, loan, bond, debenture, or note;
• A derivative, swap, futures contract, or option;
• A unit in a collective investment scheme, mutual fund, or pooled investment vehicle;
• A deposit accepted by a bank, e-money institution, or other financial institution;
• Electronic money or a stored-value instrument;
• A claim against any specific asset, revenue stream, or entity;
• A right to dividends, interest, profit-sharing, or any other financial return;
• A right to vote, participate in management, or otherwise influence the affairs of any entity.

Holding $MGENZ does not create any contractual relationship between the holder and Moongenz beyond what is expressly set out in these Terms. The Token's value is determined entirely by market forces and is not guaranteed, supported, or stabilized by Moongenz, any Affiliate, or any third party.

7. THE PRESALE

7.1 Structure

The Presale consists of 12 sequential stages. Each stage has a fixed token price denominated in United States Dollars (USD), a fixed token allocation, and an indicative time window. Stage transitions occur upon the earlier of: (a) the sale of the entire allocation for that stage; or (b) the expiration of the time window. Token prices increase at each stage transition.

7.2 Accepted Currencies

The Presale accepts the following payment methods, subject to availability and Applicable Law:

• Base network payments (recommended: lower fees than Ethereum L1);
• Ethereum L1: ETH, USDT (ERC-20), USDC (ERC-20);
• Bitcoin (BTC) on the Bitcoin network;
• Solana (SOL, USDC-SPL) on the Solana network;
• BNB Chain: BNB, USDT (BEP-20);
• Over 300 additional cryptocurrencies supported via NOWPayments (full list shown during checkout);
• Credit and debit card payments are not supported directly. Users may swap cards to crypto via third-party services (e.g. MoonPay, Ramp) before paying, but no card processing occurs on the Site.

The Site accepts cryptocurrency payments only, via NOWPayments. Any card-to-crypto conversion happens outside the Site and is governed by the third-party service the user selects.

7.3 Pricing and Conversion

Token quantities are calculated based on the USD-equivalent value of the cryptocurrency or fiat amount tendered, using the spot exchange rate at the time of the transaction as reported by a reputable price oracle. We are not liable for fluctuations between transaction submission and confirmation.

7.4 Token Reservation

Tokens purchased during the Presale are reserved to the Wallet address used to make the purchase but are not transferable until the Token Generation Event ("TGE") and DEX listing. Reserved tokens may be viewed in the dashboard on the Site.

7.5 Token Claim

Following TGE, you may claim your reserved $MGENZ via the claim function on the Site. You are responsible for the gas fees associated with the claim transaction. Failure to claim does not result in forfeiture, but you bear sole responsibility for initiating the claim.

7.6 Hard Cap and Soft Cap

The Presale has a hard cap of 6,000,000,000 $MGENZ across all 12 stages (approximately USD 16.9 million if every stage sells through at its listed price). We reserve the right to set a soft cap and to refund participants on a pro-rata basis if the soft cap is not reached, in which case refunds will be made in the same currency in which the contribution was received, less any blockchain transaction fees.

7.7 No Refunds

Subject to Section 7.6, all sales are final. Once a transaction is confirmed on the Blockchain or processed by the card payment provider, no refunds, reversals, or chargebacks will be issued. Initiating a chargeback for a card purchase will result in forfeiture of the corresponding $MGENZ allocation and may result in legal action for breach of these Terms.

7.8 Failed Transactions

If a Blockchain transaction fails due to insufficient gas, slippage, network congestion, or user error, you remain responsible for any gas fees incurred. We are not able to refund or reimburse failed transaction costs.

8. WALLETS, KEYS, AND SELF-CUSTODY

You are solely responsible for:

• Selecting, securing, backing up, and maintaining your Wallet;
• Safeguarding your seed phrase, private keys, and any authentication credentials;
• The accuracy of any Wallet address, transaction amount, or other on-chain data you submit;
• Verifying the authenticity of the Site URL and Smart Contract addresses before signing any transaction;
• The consequences of any unauthorized access to your Wallet.

We will never request your seed phrase, private keys, or any authentication credentials. Any communication purporting to come from Moongenz that requests such information should be treated as fraudulent.

9. STACKING (STAKING)

9.1 General

Following TGE, holders of $MGENZ may lock their tokens in staking smart contract to earn rewards paid in $MGENZ.

9.2 APY

The advertised Annual Percentage Yield (APY) is variable and dependent on total tokens locked, reward emission rate, and protocol parameters. Advertised APY figures are illustrative only and do not constitute a guarantee of future returns.

9.3 Unbonding Period

Locked tokens are subject to a 7-day unbonding period commencing on the date of the unstake request. During the unbonding period, locked tokens do not accrue rewards and are not transferable.

9.4 Reward Forfeiture

Pending rewards must be claimed via the Site. We are not liable for unclaimed rewards lost due to user inaction, smart contract upgrades, or other circumstances.

10. REFERRAL PROGRAM

Eligible users may participate in the referral program by sharing a unique referral link generated from their Wallet or email registration.

10.1 Bonuses

Successful referrals result in a 10% bonus $MGENZ allocation to the referrer and a 10% bonus to the referred user. Bonuses are calculated on the gross USD-equivalent amount of the qualifying purchase.

10.2 Eligibility

Self-referrals (where the same user registers as both referrer and referred), referrals from automated systems, referrals using fraudulent identities, or any other circumvention of the program rules are prohibited and result in forfeiture of all bonuses.

10.3 Anti-Abuse

We reserve the right to suspend or revoke referral bonuses where we have reasonable grounds to suspect abuse, market manipulation, money laundering, or other prohibited conduct.

11. INTELLECTUAL PROPERTY

11.1 Ownership

All intellectual property rights in the Site, the Moongenz brand, the project name, the logo, the artwork (including the four character designs), the user interface, the Smart Contract code, and any other content provided through the Services (collectively, "Project IP") are owned by Moongenz or its licensors.

11.2 Limited License

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Site solely for the purpose of participating in the Services. This license does not grant any right to copy, modify, distribute, sell, or commercially exploit any Project IP.

11.3 No Trademark Rights from Token Ownership

Holding $MGENZ does not confer any trademark, copyright, or other intellectual property rights in or to the Project IP.

12. PROHIBITED CONDUCT

You must not, and must not attempt to:

• Use the Services for any unlawful purpose, including money laundering, terrorist financing, fraud, or tax evasion;
• Engage in market manipulation, including wash trading, spoofing, layering, or pump-and-dump schemes;
• Exploit any vulnerability, bug, or oversight in the Smart Contract or Site;
• Reverse engineer, decompile, or otherwise attempt to derive the source code of any non-public component of the Services;
• Use any automated means (including bots, scrapers, or crawlers) to access the Site, except for compliance with robots.txt;
• Impersonate any other person or entity, including any team member, advisor, or partner;
• Misrepresent your identity, jurisdiction, or eligibility status;
• Interfere with the operation of the Services, including by introducing malware, conducting denial-of-service attacks, or overloading infrastructure;
• Harvest or collect data from the Site or its users without authorization.

13. THIRD-PARTY SERVICES

The Services rely on or integrate with third-party services, including but not limited to:

• Wallet providers (MetaMask, Coinbase Wallet, WalletConnect, Trust Wallet, Phantom, OKX);
• Payment processor (NOWPayments);
• Blockchain infrastructure (Ethereum, Solana, RPC providers);
• Audit firms (SolidProof, Coinsult);
• Liquidity-locking services;
• Hosting providers (Vercel, Cloudflare);
• Analytics and email service providers.

Your use of any third-party service is governed by that provider's own terms and privacy policy. Moongenz is not a party to and is not responsible for the performance, availability, security, or terms of any third-party service.

14. DISCLAIMERS AND WARRANTIES

The Services are provided "as is" and "as available", without any representations, warranties, or conditions of any kind, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, or uninterrupted availability.

Without limiting the foregoing, we do not warrant that:

• The Site will be uninterrupted, error-free, or secure;
• The Smart Contract will be free of bugs, vulnerabilities, or unintended behavior;
• $MGENZ will achieve any particular price, market capitalization, or utility;
• Any DEX listing, CEX listing, partnership, or other commercial development described in the roadmap will occur;
• Reward rates, APY figures, or referral bonuses will remain at any particular level.

15. LIMITATION OF LIABILITY

To the maximum extent permitted by Applicable Law, Moongenz, its Affiliates, and its and their respective officers, directors, employees, agents, contractors, and licensors will not be liable for any:

• Indirect, incidental, special, consequential, exemplary, or punitive damages;
• Loss of profits, revenue, business, opportunity, goodwill, anticipated savings, or data;
• Loss of tokens or cryptocurrencies arising from your error, third-party action, or circumstances outside our reasonable control;
• Damages arising from Smart Contract bugs, hacks, exploits, or upgrades;
• Damages arising from blockchain network downtime, congestion, forks, or 51% attacks;
• Damages arising from price volatility or market movements affecting $MGENZ.

Where liability cannot be excluded under Applicable Law, our total aggregate liability to you arising out of or in connection with these Terms, the Site, or the Services will be limited to the lesser of: (i) the amount you paid for $MGENZ in the six (6) months preceding the event giving rise to the claim; or (ii) USD 1,000.

Nothing in these Terms excludes or limits liability for fraud, willful misconduct, or any other liability that cannot lawfully be excluded.

16. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Moongenz, its Affiliates, and its and their respective officers, directors, employees, and agents from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your breach of these Terms;
• Your violation of any Applicable Law;
• Your misuse of the Services;
• Any third-party claim arising from your conduct;
• Your tax obligations.

17. FORCE MAJEURE

We will not be liable for any failure or delay in performance under these Terms caused by events beyond our reasonable control, including acts of God, war, terrorism, riots, pandemic, governmental action, blockchain network failures, internet outages, denial-of-service attacks, or sustained cryptographic vulnerabilities.

18. SUSPENSION AND TERMINATION

We may suspend, restrict, or terminate your access to the Services at any time, with or without notice, where we have reasonable grounds to believe that:

• You have breached these Terms;
• Your use of the Services creates risk to us or to other users;
• You are a Restricted Person;
• We are required to do so by Applicable Law or by a request from a competent authority.

Termination does not affect rights or liabilities accrued prior to termination, and provisions intended to survive termination (including Sections 11, 14, 15, 16, 19, 20, and 21) will continue in effect.

19. CHANGES TO THE TERMS

We may amend these Terms from time to time. Material amendments will be communicated through the Site and, where you have provided an email address, by email. Continued use of the Services following any amendment constitutes acceptance of the amended Terms. If you do not accept an amendment, you must discontinue use of the Services.

20. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by the laws of the jurisdiction in which the Moongenz operating entity is registered. The governing law and jurisdiction will be specified in these Terms once the operating entity is incorporated, and a notice will be posted on the site when that happens. Until then, disputes should be raised first at support@moongenz.com.

Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity, or termination, will be referred to and finally resolved by binding arbitration under rules to be specified upon entity formation. The seat of arbitration will be the jurisdiction of the operating entity. The language of arbitration will be English. The arbitral tribunal will consist of one arbitrator.

Notwithstanding the above, where Applicable Law in your jurisdiction grants you mandatory consumer protection rights, those rights are not affected by this Section.

21. GENERAL PROVISIONS

21.1 Entire Agreement

These Terms, together with our Privacy Policy, Disclaimer, Risk Disclosure, and Cookie Policy, constitute the entire agreement between you and Moongenz regarding the Services.

21.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

21.3 No Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce that provision in the future.

21.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations to any Affiliate or successor entity.

21.5 No Partnership or Agency

Nothing in these Terms creates a partnership, agency, joint venture, or employment relationship between you and Moongenz.

21.6 Language

These Terms are drafted in English. Any translation is provided for convenience only. In the event of any inconsistency, the English version prevails.

21.7 Notices

Notices to Moongenz must be sent to legal@moongenz.io. Notices to you may be sent by email to the address you provided or posted on the Site.

22. CONTACT

For questions about these Terms, please contact legal@moongenz.io.