ALEDGER REAL WORLD ASSET PACKAGE PURCHASE AGREEMENT
ALEDGER REAL WORLD ASSET PACKAGE PURCHASE AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of the date of electronic acceptance (the "Effective Date"), by and between Aledger Network, LLC, a Delaware limited liability company with its principal place of business at [ADDRESS] ("Company"), and the individual or entity accepting this Agreement ("Purchaser"). Company and Purchaser may be referred to individually as a "Party" or collectively as the "Parties."
IMPORTANT LEGAL NOTICE: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING ANY REAL WORLD ASSET PACKAGE. THIS IS A LEGALLY BINDING AGREEMENT.
1. DEFINITIONS
1.1 "AFI Token" means the utility token native to the Aledger Network ecosystem that enables various functions within the platform.
1.2 "Applicable Law" means all laws, statutes, regulations, directives, and binding codes of practice applicable to this Agreement.
1.3 "Network" means the Aledger decentralized network system.
1.4 "RWA Asset Package" means the real world asset package containing one or more WiFi devices as described in Exhibit A, which Purchaser is purchasing pursuant to this Agreement.
1.5 "Registration Fee" means the fee charged for registering a device on the Network, as set forth in Exhibit A.
1.6 "Returns" means the baseline returns and additional returns that may be earned from the RWA Asset Package as described in Exhibit B.
1.7 "WiFi Device" means the portable WiFi hardware device(s) included in the RWA Asset Package.
2. PURCHASE OF RWA ASSET PACKAGE
2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Company agrees to sell to Purchaser, and Purchaser agrees to purchase from Company, the RWA Asset Package selected by Purchaser during the checkout process.
2.2 Purchase Price. Purchaser shall pay the purchase price for the selected RWA Asset Package as specified during checkout ("Purchase Price") in USDT. All payments are final and non-refundable except as expressly provided in this Agreement.
2.3 Delivery. Company shall ship the RWA Asset Package to Purchaser at the address provided during checkout within 7 business days after receipt of payment. Risk of loss shall pass to Purchaser upon delivery to the shipping carrier.
3. ACTIVATION AND OPERATION
3.1 Registration and Activation. Purchaser must register and activate each WiFi Device on the Aledger platform at https://app.aeronyx.network/ upon receipt. Registration Fees as specified in Exhibit A will be automatically deducted from mining rewards.
3.2 Operational Requirements. To receive full mining rewards, Purchaser must maintain: (a) Minimum uptime of 85% for each WiFi Device; and (b) Completion of quarterly system updates, which require approximately 2 hours of maintenance time (not counted as offline time).
3.3 Staking Requirements. To activate additional returns beyond baseline returns, Purchaser must stake AFI Tokens as specified in Exhibit B.
4. RETURNS AND RISKS
4.1 Nature of Returns. The RWA Asset Package offers two types of potential returns: (a) Baseline returns from the asset package without requiring staking, as detailed in Exhibit B; and (b) Additional returns through device activation by staking AFI Tokens, as detailed in Exhibit B.
4.2 No Guaranteed Returns. THE RETURNS DESCRIBED IN THIS AGREEMENT AND EXHIBIT B ARE TARGETS ONLY AND NOT GUARANTEED. Actual returns may be higher or lower and depend on multiple factors including but not limited to: (a) Protocol revenue generation; (b) Network performance; (c) Staking amounts and duration; (d) Device uptime and maintenance; and (e) Market conditions affecting the value of AFI Tokens.
4.3 Revenue-Dependent Returns. Baseline returns are directly tied to protocol revenue. If protocol revenue is insufficient or non-existent, actual returns may be reduced proportionally or be zero.
4.4 Token Value Fluctuation. AFI Token values may fluctuate significantly. Returns distributed in AFI Tokens may increase or decrease in value after distribution.
4.5 Investment Risks. PURCHASER ACKNOWLEDGES AND AGREES THAT: (a) THE PURCHASE OF THE RWA ASSET PACKAGE INVOLVES SIGNIFICANT RISK; (b) PURCHASER MAY LOSE THEIR ENTIRE INVESTMENT; (c) PAST PERFORMANCE OR PROJECTED RETURNS ARE NOT INDICATIVE OF FUTURE RESULTS; AND (d) PURCHASER SHOULD ONLY INVEST WHAT THEY CAN AFFORD TO LOSE.
5. REPRESENTATIONS AND WARRANTIES
5.1 Mutual Representations. Each Party represents and warrants to the other Party that: (a) It has the full power and authority to enter into and perform this Agreement; (b) The execution and performance of this Agreement does not violate any other agreement to which it is a party; and (c) It shall comply with all Applicable Laws in connection with this Agreement.
5.2 Purchaser Representations. Purchaser represents and warrants that: (a) Purchaser is purchasing the RWA Asset Package for its utility and potential returns, and not as an investment contract or security; (b) Purchaser has sufficient knowledge and experience to evaluate the merits and risks of purchasing the RWA Asset Package; (c) Purchaser has reviewed and understands the return mechanics and risk factors associated with the RWA Asset Package; (d) Purchaser is not relying on any representations or warranties other than those expressly set forth in this Agreement; (e) Purchaser will comply with all applicable laws in the jurisdiction where Purchaser is located; (f) Purchaser is not a resident of or located in any jurisdiction where the purchase of the RWA Asset Package would be prohibited by Applicable Law; (g) If Purchaser is an entity, it is duly organized and in good standing under the laws of its jurisdiction of organization; and (h) Purchaser is not subject to sanctions or designated on any list of prohibited parties by any governmental authority.
5.3 Company Warranties. Company warrants that: (a) The WiFi Device(s) will be free from material defects in materials and workmanship for a period of one (1) year from the date of delivery; and (b) The WiFi Device(s) will perform substantially in accordance with the published specifications when used as directed.
6. DISCLAIMERS AND LIMITATIONS
6.1 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 5.3, THE RWA ASSET PACKAGE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
6.2 No Financial Advice. Nothing in this Agreement or any communication from Company shall constitute financial, investment, or tax advice. Purchaser acknowledges that Purchaser has obtained independent financial advice before entering into this Agreement.
6.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS; (b) COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE PAID BY PURCHASER FOR THE RWA ASSET PACKAGE; AND (c) THE LIMITATIONS SHALL APPLY EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
6.4 Essential Purpose. The Parties acknowledge that the limitations of liability set forth in this Section 6 are essential elements of the basis of the bargain between the Parties and that in the absence of such limitations, the terms of this Agreement would be substantially different.
7. INDEMNIFICATION
7.1 Purchaser Indemnification. Purchaser shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising from or relating to: (a) Purchaser's breach of this Agreement; (b) Purchaser's violation of Applicable Law; or (c) Purchaser's operation and use of the RWA Asset Package.
8. COMPLIANCE WITH LAWS
8.1 Compliance with Local Laws. Purchaser acknowledges and agrees that Purchaser is solely responsible for complying with all laws, regulations, and tax obligations in the jurisdiction where Purchaser is located. This includes, but is not limited to, laws regarding: (a) The import and use of network devices; (b) Business operations and taxation; (c) Securities and investment regulations; (d) Data privacy and transmission; and (e) Currency controls and regulations.
8.2 Export Control. Purchaser shall comply with all applicable export control laws and shall not export or re-export the WiFi Device(s) except as authorized by United States law and the laws of the jurisdiction in which the WiFi Device(s) was obtained.
8.3 Anti-Money Laundering. Purchaser shall comply with all applicable anti-money laundering laws and shall not use the WiFi Device(s) or the Network to engage in any form of money laundering, terrorist financing, or other illegal activities.
9. DISPUTE RESOLUTION
9.1 Mandatory Arbitration. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE BREACH, TERMINATION OR VALIDITY THEREOF, SHALL BE FINALLY RESOLVED BY ARBITRATION. THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN EFFECT AT THE TIME OF THE ARBITRATION, EXCEPT AS THEY MAY BE MODIFIED BY MUTUAL AGREEMENT OF THE PARTIES.
9.2 Class Action Waiver. THE PARTIES AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION, AND THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION PROCEEDING.
9.3 Arbitration Procedure. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA Rules. The seat of arbitration shall be in [City, State]. The arbitration shall be conducted in the English language. The arbitrator shall issue a reasoned written decision that explains the arbitrator's essential findings and conclusions.
9.4 Costs of Arbitration. Each party shall bear its own costs, including attorneys' fees, and share equally the fees and expenses of the arbitrator, unless the arbitrator determines otherwise.
9.5 Small Claims Exception. Notwithstanding the foregoing, either Party may bring an individual action in small claims court for disputes or claims within the scope of that court's jurisdiction.
10. GENERAL PROVISIONS
10.1 Entire Agreement. This Agreement, including all exhibits and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
10.2 Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.
10.3 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
10.4 No Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.
10.5 Assignment. Purchaser may not assign or transfer this Agreement without the prior written consent of Company. Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
10.6 Force Majeure. Neither Party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, fire, natural disaster, pandemic, epidemic, strikes or labor disputes, infrastructure or power failures, governmental acts or orders, or any other force majeure event.
10.7 Survival. Sections 4, 5, 6, 7, 9, and 10 shall survive the expiration or termination of this Agreement.
10.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule.
10.9 Notices. All notices under this Agreement shall be in writing and sent to the addresses provided in this Agreement or as otherwise specified by the Parties in writing.
10.10 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties.
10.11 Electronic Signature. The Parties agree that this Agreement may be signed electronically and that electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
10.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.
By purchasing the RWA Asset Package, Purchaser acknowledges that Purchaser has read this Agreement, understands it, and agrees to be bound by its terms and conditions.
EXHIBIT A: RWA ASSET PACKAGE SPECIFICATIONS
Asset Package and Device Relationship
Basic
499
1
30%
10,000 AFI
10,000 AFI
Pro
999
2
40%
12,500 AFI
25,000 AFI
Elite
1,999
4
50%
15,000 AFI
60,000 AFI
Enterprise
4,999
8
60%
20,000 AFI
160,000 AFI
Device Registration Fees
Basic Device
500 AFI
Pro Device
400 AFI
Elite Device
300 AFI
Enterprise Device
200 AFI
Registration Fee Distribution:
50% allocated to token burning, directly removed from circulation
50% allocated to the registration fee reward pool, distributed every 30 days to top nodes based on team performance
Device Specifications
[Detailed technical specifications of the WiFi devices would be included here]
EXHIBIT B: RETURNS MECHANISM
Asset Package Baseline Returns
Asset packages provide baseline returns without requiring staking:
Basic Package: 30% baseline APY
Pro Package: 40% baseline APY
Elite Package: 50% baseline APY
Enterprise Package: 60% baseline APY
No-Stake Returns Tied Directly to Protocol Revenue:
Baseline APY represents expected returns when protocol revenue is sufficient
Actual daily returns adjust dynamically based on the previous day's protocol sales
If protocol revenue is insufficient, actual returns will be proportionally reduced
If there is no protocol revenue, no-stake baseline returns will be zero (except for limited subsidies during initial phases)
Baseline Return Distribution Mechanism:
Automatically calculated and distributed to user wallets daily
Users can choose to withdraw directly or auto-reinvest to the staking pool
Returns distributed in AFI tokens, calculated on a token-denominated basis
Device Activation and Additional Returns
Devices must be activated through AFI token staking to generate additional returns:
Device Activation Staking: Each device requires a minimum amount of AFI staking for activation
Basic Device: 1,000 AFI
Pro Device: 2,000 AFI
Elite Device: 3,000 AFI
Enterprise Device: 5,000 AFI
Device Return Calculation: Device Return = Device Base Value × Staking Ratio Coefficient × Time Multiplier × Network Dynamic Adjustment Factor
Staking Ratio Coefficient:
Minimum activation staking: 0.5×
Staking 25% of capacity: 0.8×
Staking 50% of capacity: 1.0×
Staking 75% of capacity: 1.3×
Staking 100% of capacity: 1.5×
Time Multiplier: Additional rewards based on staking lock period
30 days
1.0×
Short-term
60 days
1.1×
Short-term
90 days
1.2×
Short-term
120 days
1.3×
Medium-term
150 days
1.4×
Medium-term
180 days
1.5×
Medium-term
240 days
1.6×
Long-term
300 days
1.8×
Long-term
365 days
2.0×
Long-term
Network Dynamic Adjustment Factor:
Adjusts based on network-wide performance metrics
Range: 0.8 to 1.2
Updated monthly based on network metrics
Initial value: 1.0
EXHIBIT C: RISK FACTORS
Purchasing and owning an RWA Asset Package involves substantial risks. Purchaser should carefully consider the following non-exhaustive risk factors before purchasing an RWA Asset Package:
Business and Operational Risks:
The Company is a relatively new business with limited operating history
The business model may not achieve market acceptance
The Company may fail to effectively manage growth
The Company's success depends on its ability to maintain relationships with strategic partners
Operational disruptions may occur due to technical issues, supply chain problems, or other factors
Technology Risks:
The Network and WiFi Devices rely on new and evolving technologies
Technical failures or flaws in the WiFi Devices may occur
Software bugs or security vulnerabilities may affect performance
The Network may not scale efficiently as user numbers grow
Connectivity and uptime cannot be guaranteed due to dependence on third-party infrastructure
Market and Economic Risks:
The market for decentralized network systems is volatile and unpredictable
Competitive pressures may affect the Company's market position
Economic downturns may impact user adoption and spending
Regulatory changes may adversely affect the business model
Foreign exchange risks may apply when converting between cryptocurrencies and fiat currencies
Token-Specific Risks:
The value of AFI Tokens may fluctuate significantly
AFI Tokens may suffer from volatility or liquidity problems
The token economic model may not function as intended
Protocol revenue may be insufficient to support baseline returns
Smart contract vulnerabilities could affect token functionality
Regulatory and Legal Risks:
Regulations regarding cryptocurrencies and tokens vary by jurisdiction and are rapidly evolving
Future regulatory changes may adversely affect the Company's operations or the value of AFI Tokens
Operating a network device may be subject to telecommunications regulations in some jurisdictions
Tax treatment of returns is uncertain and may vary by jurisdiction
Intellectual property disputes could arise regarding the technology
Security Risks:
The Network may be subject to hacking or other cybersecurity attacks
Private keys or wallet credentials may be lost, resulting in irreversible loss of tokens
Data breaches could affect user information
Smart contract vulnerabilities could lead to loss of funds
Phishing or social engineering attacks targeting users may occur
Return-Specific Risks:
Actual returns may be significantly lower than projected returns
Returns are dependent on multiple variables that may not perform as expected
Protocol revenue may be insufficient to support returns
The value of AFI Tokens received as returns may decrease after distribution
The return calculation methodology may change over time
This list of risk factors is not exhaustive, and other unforeseen risks may exist. Purchaser should conduct independent research and consider seeking professional advice before making a purchase decision.
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