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Presale Terms

Effective Date: November 11, 2026

These XNDR Presale Terms become effective on November 11, 2026 and apply to purchases governed by this version of the Terms. Any material amendment shall be identified by an updated effective date or version and shall apply in accordance with the amendment provisions of these Terms and applicable law.

These XNDR Presale Terms (these “Terms”) govern participation in the presale (the “Sale”) of XNDR tokens (“XNDR”) offered by ALX Labs, LLC (“ALX Labs,” “we,” “us,” or “our”).

The official XNDR Network presale portal is the “Portal”, and a purchaser is the “Participant”. Agreement identification and acceptance are governed by Section 7. If you do not agree to these Terms, you must not submit a purchase transaction or otherwise participate in the Sale.

The Sale takes place on Base, chain ID 8453 (the “Network”), through a presale smart contract deployed on the Network (the “Presale Contract”). The official Portal domain, ALX Labs’ legal notice address, and the verified XNDR token, Presale Contract, vesting contract, and treasury addresses will be published through the Portal before the Sale opens.

1. Official Sale Channels​

The Sale is available only through the official Portal and only while the Presale Contract permits purchases.

A Participant must not send digital assets to any address represented as an XNDR sale, payment, treasury, or deposit address unless that address is identified through the Portal or another official communication channel expressly designated by ALX Labs.

ALX Labs does not solicit or accept Sale purchases through direct messages, social-media comments or replies, unofficial websites, third-party intermediaries, or addresses that ALX Labs has not expressly designated for the Sale.

To the maximum extent permitted by applicable law, ALX Labs has no responsibility or liability for any loss arising from assets sent to an incorrect, fraudulent, impersonating, obsolete, or unauthorized address or contract, or from a Participant’s reliance on communications not published through an official channel designated by ALX Labs.

2. Sale Structure​

The Sale is conducted on a fixed-price, first-come, first-served basis through the Presale Contract on the Network.

The Sale provides for an aggregate allocation of up to 1,500,000,000 XNDR, divided among four phases:

PhasePrice per XNDRXNDR AllocationWindow (UTC)
Phase 10.002 USDC150,000,000Published before the Sale opens
Phase 20.004 USDC300,000,000Published before the Sale opens
Phase 30.006 USDC450,000,000Published before the Sale opens
Phase 40.008 USDC600,000,000Published before the Sale opens

The prices, allocations, and windows are fixed in the Presale Contract when it is deployed and cannot be changed afterward.

A purchase is priced according to the phase whose window is open when the Network includes the purchase transaction. Each phase accepts purchases only during its applicable window and only until its allocation is sold. If a phase’s allocation is sold before its window ends, no purchase is possible until the next phase opens. Allocation not sold during a phase does not carry forward into a later phase.

Submission, signing, broadcasting, or pending status of a transaction does not reserve XNDR, establish a purchase price, or give the Participant priority over another transaction.

No Participant has a right to purchase XNDR at a particular phase price until the applicable transaction has been accepted and recorded by the Presale Contract.

The minimum purchase is 100 USDC, except that the Presale Contract accepts a smaller amount when that amount exactly fills the remaining allocation of the open phase.

There is no maximum purchase amount other than the remaining allocation of the open phase.

After the last phase ends, or once the entire allocation is sold, any person can finalize the Sale. After finalization, XNDR not sold in the Sale can be transferred to the treasury address. Finalization alone does not transfer those tokens. Purchased XNDR that has not yet moved into vesting is excluded from that transfer.

Quotes, estimates, token amounts, phase information, and other information displayed through the Portal before blockchain confirmation are informational only. The transaction actually accepted and recorded by the Presale Contract determines the applicable purchase amount and XNDR allocation, subject to these Terms and applicable law.

ALX Labs does not guarantee that a transaction submitted by a Participant will be accepted, confirmed, or included in any particular Sale phase.

3. Approved Payment Asset​

The only digital asset accepted as payment for XNDR (the “Payment Asset”) is:

  • USDC on the Network, at 0x833589fCD6eDb6E08f4c7C32D4f71b54bdA02913.

The Presale Contract accepts no other asset, and no Payment Asset can be added after the Presale Contract is deployed. The Presale Contract rejects native ETH. Native assets used to pay transaction or gas fees are paid to the applicable blockchain network or its participants and are not consideration received by ALX Labs for XNDR.

Prices and the minimum purchase are stated in USDC. The Presale Contract does not convert USDC to U.S. dollars, and ALX Labs does not represent or guarantee that one USDC will at any time have a market value equal to one U.S. dollar.

Each accepted payment is transferred directly from the Participant’s wallet to the treasury address in the same transaction.

Sending USDC or any other token directly to the Presale Contract, rather than through a valid purchase transaction, does not constitute a purchase of XNDR. Any person can move a token sent in this manner to the treasury address.

Unless required by applicable law, ALX Labs has no obligation to identify, recover, return, replace, or credit any asset transferred to the Presale Contract, treasury address, or any other address as a result of Participant error. If ALX Labs elects, in its sole discretion, to assist with recovery or return of an asset, such assistance does not create an obligation to provide similar assistance in any other case, and ALX Labs may require reimbursement of reasonable network, administrative, compliance, and third-party costs associated with the recovery or return.

A Participant is solely responsible for verifying the Network, Payment Asset, token contract, amount, destination contract, token approval, and all other transaction information before authorizing a transaction.

4. Wallet-Only Participation​

Participation requires a compatible self-custody wallet.

Unless otherwise required by ALX Labs or applicable law, the Sale does not require account registration or identity verification. ALX Labs nevertheless reserves the right to request information or documentation reasonably necessary to satisfy legal, regulatory, sanctions, fraud-prevention, security, or compliance requirements.

Each Participant is solely responsible for maintaining control of and access to the wallet used in connection with the Sale, including its private keys, seed phrases, recovery credentials, security settings, Network selection, token approvals, and transaction authorizations.

A Participant must never disclose a private key, seed phrase, wallet password, or wallet-recovery credential to ALX Labs or to any person claiming to act on behalf of ALX Labs.

ALX Labs does not possess Participant private keys and cannot reverse blockchain transactions, restore wallet credentials, recover lost wallets, or guarantee recovery of digital assets transferred incorrectly.

The Participant bears the risk of loss arising from unauthorized access to or use of the Participant’s wallet or credentials, except to the extent such risk cannot lawfully be allocated to the Participant.

5. Eligibility and Participant Representations​

U.S. residents and eligible purchasers in non-U.S. jurisdictions where participation is permitted under applicable law, subject to purchaser eligibility requirements, sanctions restrictions, and the XNDR Presale Terms.

By submitting a purchase transaction, the Participant represents to ALX Labs, as of the time of that transaction, that:

  1. the Participant has the legal capacity and authority to enter into these Terms and perform the Participant’s obligations under them;
  2. the Participant satisfies any minimum-age requirement applicable to the Participant and, in all events, is at least 18 years of age;
  3. the Participant is legally permitted to participate in the Sale in each jurisdiction applicable to the Participant;
  4. the Participant is not participating from, located in, ordinarily resident in, organized under the laws of, or acting for or on behalf of a person located or resident in a jurisdiction prohibited under the restricted-location policy described below;
  5. neither the Participant nor, to the Participant’s knowledge, any person for whom the Participant is acting is subject to applicable economic or trade sanctions that prohibit participation in the Sale;
  6. the Participant owns or is duly authorized to control the wallet and Payment Asset used for the transaction;
  7. the Payment Asset used for the purchase is not derived from unlawful activity;
  8. participation in the Sale does not violate any law, regulation, order, sanction, contractual restriction, or other legal obligation applicable to the Participant;
  9. the Participant has sufficient knowledge and experience to understand the technological and economic risks associated with digital assets, blockchain transactions, smart contracts, and self-custody;
  10. the Participant has independently evaluated the Sale and is not relying upon any statement, representation, promise, projection, or assurance not expressly contained in these Terms or expressly incorporated into them; and
  11. the Participant is not relying on ALX Labs for investment, securities, legal, accounting, tax, or financial advice.

Restricted Locations and Additional Eligibility Requirements:

The restricted-location list, sanctions requirements, and any additional eligibility criteria will be published in these Terms before the Sale opens.

The Presale Contract does not determine the identity, location, legal status, or eligibility of a purchaser. It cannot refuse an individual purchase, and cannot reverse or refund a purchase after acceptance.

Acceptance of a transaction by the Presale Contract does not constitute a determination or representation by ALX Labs that the Participant was legally eligible to participate.

A Participant who participates in breach of these Terms remains responsible for that breach. ALX Labs may pause the Sale for all Participants under Section 17 and may exercise any other right or remedy available under these Terms or applicable law.

6. Compliance Measures​

ALX Labs may implement technical, geographic, wallet-screening, sanctions-screening, transaction-monitoring, fraud-prevention, or other compliance measures in connection with the Portal and ALX Labs’ own services.

Such measures cannot prevent a purchase submitted directly to the Presale Contract and do not alter the treatment of a purchase that the Presale Contract has accepted.

The absence, failure, or circumvention of an identity, geographic, sanctions, wallet-screening, or other compliance measure does not constitute a representation, warranty, authorization, or determination by ALX Labs that a Participant or transaction is lawful or eligible.

ALX Labs may request additional information or documentation from a Participant if ALX Labs reasonably determines that it is necessary or appropriate to address a legal, regulatory, sanctions, security, fraud, or compliance concern.

To the extent permitted by applicable law, ALX Labs may refuse, restrict, suspend, or terminate access to the Portal when reasonably necessary to comply with applicable law, protect ALX Labs or others, or address a security, fraud, sanctions, or compliance concern.

7. Agreement Identification and Acceptance​

These Terms constitute the “XNDR Presale Terms” governing participation in the XNDR presale conducted by ALX Labs LLC. References on the XNDR website, purchase interface, transaction records, or related presale materials to the purchaser terms, presale terms, or applicable participation terms shall mean these XNDR Presale Terms unless expressly stated otherwise.

A purchaser may participate only after being presented with the then-current version of these Terms and completing the required method of acceptance. ALX Labs shall maintain records reasonably sufficient to identify the version of the Terms presented in connection with a purchase and the purchaser’s recorded acceptance of that version.

The Portal will make these Terms and the applicable privacy notice available before a Participant submits a purchase transaction.

On-Chain Execution​

The deployed smart contracts and their applicable verified source code determine the technical execution and on-chain state of transactions. These Terms govern the legal relationship between ALX Labs and the Participant.

If information displayed through the Portal is inconsistent with the actual state or execution of an applicable smart contract, the on-chain state and smart-contract execution govern the technical result of the transaction, except to the extent applicable law requires otherwise.

Nothing in this Section makes an unintended software defect, exploit, or unauthorized transaction a contractual amendment to these Terms or an affirmative representation by ALX Labs concerning the legal rights of a Participant.

A displayed quote may change before transaction confirmation, including because a Sale phase reaches its allocation limit or another phase begins. The Portal may submit a minimum-token-output parameter or use other transaction protections intended to prevent execution on terms materially less favorable than those displayed when the transaction was prepared. A transaction that does not satisfy applicable execution conditions may revert.

ALX Labs does not guarantee transaction inclusion, execution, confirmation time, gas cost, blockchain availability, or uninterrupted operation of the Portal or any smart contract.

8. XNDR Token Delivery and Vesting​

Subject to these Terms and the applicable smart contracts, XNDR purchased in the Sale becomes available as follows:

  • 25% at the Token Generation Event (“TGE”); and
  • the remaining 75% following a six-month cliff, after which that portion vests linearly over 24 months.

For vesting calculations under the applicable vesting contract, each month means a fixed period of 30 consecutive days. Accordingly, the cliff lasts 180 days and the linear vesting period lasts 720 days, and purchased XNDR is fully vested 900 days after the TGE time.

The TGE time is fixed in the Presale Contract when it is deployed, is no earlier than the end of the last phase, and cannot be changed afterward. The TGE time will be published in these Terms and through the Portal before the Sale opens.

Finalization, vesting activation, and token release are separate actions. The Sale does not finalize automatically. Finalization may occur after the last phase ends, or earlier when the aggregate hard cap is reached.

After finalization, activation creates the Participant’s vesting schedule and moves the purchased XNDR into the vesting contract (“activation”). Activation does not transfer XNDR to the purchasing wallet.

From TGE onward, a release transfers the vested amount not previously released to the purchasing wallet (“release”). A release at TGE transfers the 25% TGE tranche. After the cliff, vesting increases continuously rather than in monthly increments. A delayed first release includes all amounts already vested. Vested amounts are rounded down, and the full purchased amount is releasable at the end of the vesting period.

Purchased XNDR subject to a Participant’s vesting schedule is transferred only to the purchasing wallet. No keeper, cron job, or automation network performs delivery. Time changes the vested amount but does not initiate transactions or transfer tokens.

A Participant may submit activation and release transactions directly through the verified contracts. The current purchase Portal does not include a claim button. The submitting wallet pays the applicable network fees. The TGE timestamp establishes release eligibility, not a guarantee of delivery at that exact time.

A failure by ALX Labs to initiate activation or release does not extinguish a Participant’s ability to cause an available activation or release directly through the applicable verified smart contract, to the extent permitted by that contract.

A vesting schedule cannot be revoked and cannot be moved to a wallet other than the purchasing wallet. Vested XNDR that has not been released remains releasable to the purchasing wallet and does not expire.

The Participant is solely responsible for maintaining access to the purchasing wallet throughout the delivery, cliff, vesting, and release periods.

To the maximum extent permitted by applicable law, ALX Labs is not responsible for a Participant’s inability to receive or release XNDR resulting from loss or compromise of wallet access, incompatible wallet software, incorrect Network configuration, Participant error, or another circumstance outside ALX Labs’ reasonable control.

9. No Guarantee of Listing, Liquidity, Utility, or Value​

The TGE time determines only when purchased XNDR begins to become releasable under the applicable smart contracts. It does not mean that XNDR will be listed, traded, transferable through any particular service, or usable for any particular purpose at that time.

Except for obligations expressly stated in these Terms, ALX Labs does not represent, promise, or guarantee that XNDR will be listed or remain listed on any centralized or decentralized exchange, that any market for XNDR will develop or continue, that any particular level of liquidity will exist, or that XNDR will have or retain any particular monetary value.

Any description of anticipated development, launch, adoption, functionality, utility, exchange availability, or other future event is subject to technological, commercial, legal, regulatory, operational, and other risks and does not constitute a guarantee as to the occurrence, timing, scope, or outcome of that event.

10. Finality; No Refunds​

Except to the extent required by applicable law or expressly provided in these Terms, a purchase accepted by the Presale Contract is final, irrevocable, and non-refundable. The Presale Contract has no function that reverses or refunds an accepted purchase.

Blockchain transactions may be irreversible. A transaction that is delayed, replaced, duplicated, submitted on an incorrect network, submitted using an unsupported asset, sent to an incorrect address or contract, or otherwise incorrectly initiated by a Participant does not create an obligation for ALX Labs to provide a refund, replacement, credit, reimbursement, or recovery service.

If a transaction reverts before acceptance by the Presale Contract, the Participant may remain responsible for blockchain transaction fees even though the purchase does not complete.

No delay in delivery, activation, release, listing, liquidity, utility, or development creates a refund right except where these Terms expressly provide otherwise or applicable law requires such a right.

Nothing in this Section excludes or limits a right or remedy that cannot lawfully be excluded or limited.

11. Taxes and Transaction Costs​

Each Participant is solely responsible for determining the tax consequences of participating in the Sale and for paying all taxes, duties, assessments, reporting obligations, transaction fees, gas fees, wallet fees, and other costs applicable to the Participant.

ALX Labs does not provide tax, legal, investment, securities, accounting, or financial advice.

12. Risk Disclosure​

Purchasing, holding, receiving, releasing, transferring, or using digital assets involves substantial risk. A Participant should participate only after independently evaluating those risks and determining that the Participant can bear the risk of a complete loss.

Risks include, without limitation:

  • substantial or complete loss of value;
  • price volatility and lack of liquidity;
  • smart-contract vulnerabilities, coding errors, exploits, or unintended behavior that cannot be corrected after deployment because the applicable smart contracts cannot be upgraded;
  • the Payment Asset losing value relative to the U.S. dollar or being frozen or otherwise restricted by its issuer, including at the treasury address;
  • cybersecurity incidents, phishing, malware, theft, social engineering, and impersonation;
  • blockchain congestion, outages, forks, reorganizations, validator failures, and transaction delays;
  • changes to blockchain protocols or supporting infrastructure;
  • loss, theft, or compromise of wallet credentials;
  • erroneous, unauthorized, or irreversible transactions;
  • regulatory, legislative, judicial, tax, or enforcement developments;
  • restrictions on transfer, trading, ownership, or use;
  • failure, interruption, compromise, or discontinuation of third-party infrastructure or service providers;
  • changes in the availability or operation of wallets, RPC services, blockchain interfaces, stablecoins, exchanges, or other infrastructure; and
  • technological, operational, commercial, legal, regulatory, or market developments affecting XNDR, ALX Labs, or the XNDR Network.

The occurrence of one or more of these risks may materially impair or eliminate the value, functionality, transferability, liquidity, or availability of XNDR.

A Participant may lose the entire amount used to purchase XNDR.

13. Nature of XNDR​

The XNDR token does not, solely by reason of its ownership, represent or confer equity, membership interests, voting rights in ALX Labs, ownership of ALX Labs assets, dividends, revenue-sharing rights, debt claims, deposit rights, or any guaranteed financial return.

Nothing in these Terms constitutes a representation, promise, or guarantee regarding the future market price, liquidity, transferability, regulatory classification, tax treatment, utility, or economic performance of XNDR.

Intended network uses of the XNDR token are described in the published XNDR token documentation. These Terms do not grant a right that they do not expressly state.

14. No Professional or Investment Advice​

Information made available by or on behalf of ALX Labs regarding the Sale or XNDR is provided for informational purposes in connection with the Sale and does not constitute investment, securities, legal, accounting, tax, financial, or other professional advice.

Each Participant is solely responsible for making an independent assessment of the Sale and obtaining professional advice the Participant considers appropriate.

15. Disclaimers​

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PORTAL, THE SALE, THE SMART CONTRACTS, XNDR, AND ALL RELATED TECHNOLOGY, INFORMATION, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALX LABS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

ALX LABS DOES NOT WARRANT THAT THE PORTAL, NETWORK, SMART CONTRACTS, WALLETS, RPC PROVIDERS, PAYMENT ASSET, OR OTHER THIRD-PARTY INFRASTRUCTURE WILL BE AVAILABLE, SECURE, ERROR-FREE, OR FREE FROM VULNERABILITIES, INTERRUPTIONS, MALICIOUS CODE, OR OTHER DEFECTS.

No oral or written information provided by ALX Labs creates a warranty unless that warranty is expressly stated in these Terms.

Nothing in these Terms excludes a warranty, obligation, or liability that applicable law does not permit the parties to exclude.

16. Limitation of Liability​

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALX LABS AND ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, DIGITAL ASSETS, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THE SALE, XNDR, THE PORTAL, ANY SMART CONTRACT, OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF ALX LABS ARISING OUT OF OR RELATING TO A PARTICIPANT’S PURCHASE, THE SALE, XNDR, THE PORTAL, OR THESE TERMS WILL NOT EXCEED THE AMOUNT OF USDC ACTUALLY PAID BY THAT PARTICIPANT AND ACCEPTED BY THE PRESALE CONTRACT IN THE TRANSACTION GIVING RISE TO THE CLAIM.

The parties intend this Section to allocate risk between ALX Labs and Participants. Each limitation applies only to the maximum extent permitted by applicable law.

17. Pause, Cancellation, and Administrator Powers​

The Presale Contract gives ALX Labs three categories of administrative authority, and no others:

  • Pause. An account holding the pauser role can stop all new purchases and resume them. A pause does not affect accepted purchases, finalization, activation, or release and does not extend any phase window.
  • Cancellation. An account holding the manager role can cancel the Sale, but only before the first purchase is accepted. Once a purchase is accepted, the Sale cannot be canceled.
  • Role Administration. The administrator account can grant and revoke the pauser and manager roles. A transfer of the administrator account takes effect only after a waiting period of two days.

No account can change the phase prices, allocations, or windows, minimum purchase, Payment Asset, treasury address, TGE time, or vesting schedule, and no account can move a Participant’s payment or purchased XNDR except as described in these Terms and implemented by the applicable smart contracts.

The accounts holding these roles will be published through the Portal before the Sale opens.

To the extent permitted by applicable law, ALX Labs may pause the Sale, or cancel it before the first purchase is accepted, when ALX Labs reasonably determines that doing so is necessary or appropriate because of:

  • a security vulnerability, exploit, attack, or material technical malfunction;
  • blockchain or third-party infrastructure failure;
  • suspected fraud, sanctions exposure, or unlawful activity;
  • a legal, regulatory, judicial, or governmental requirement;
  • a material error affecting the Sale or smart contracts; or
  • another circumstance that materially threatens the security, legality, integrity, or operation of the Sale.

A pause does not reverse, refund, rescind, or otherwise alter a purchase the Presale Contract has already accepted.

18. Changes to These Terms​

ALX Labs may amend these Terms prospectively with respect to purchases not yet accepted by the Presale Contract.

The version of these Terms accepted in connection with a Participant’s purchase will govern that accepted purchase, except to the extent a later change is required by applicable law or relates solely to administrative, technical, security, or procedural matters without materially reducing the Participant’s contractual rights.

Material amendments applicable to future purchases will be published through the official Portal before taking effect, except where immediate action is reasonably necessary to address a security incident or legal requirement.

Continued access to the Portal alone does not constitute acceptance of an amendment applicable to a previously accepted purchase.

19. Third-Party and Blockchain Infrastructure​

The Sale depends upon blockchain networks, wallets, RPC providers, internet infrastructure, the Payment Asset and its issuer, software libraries, wallet-connection services, and other technologies and services operated by third parties outside ALX Labs’ control.

To the maximum extent permitted by applicable law, ALX Labs is not responsible or liable for the acts, omissions, availability, security, performance, failure, modification, suspension, or discontinuation of unaffiliated third-party systems or services.

20. Governing Law; Jurisdiction and Venue​

These XNDR Presale Terms (the “Terms”) and any dispute, claim, or controversy arising out of or relating to these Terms, the offer, purchase, allocation, vesting, release, or use of XNDR, or the relationship between a purchaser and ALX Labs LLC (“ALX Labs”), shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict-of-laws principles.

Subject to any rights or protections that cannot lawfully be waived under applicable law, each purchaser irrevocably submits to the exclusive jurisdiction of the state courts located in Maricopa County, Arizona, and the United States federal courts having jurisdiction over Maricopa County, Arizona, for the resolution of any such dispute, claim, or controversy. Each purchaser waives, to the fullest extent permitted by applicable law, any objection based on venue or inconvenient forum.

Nothing in these Terms is intended to waive or limit any right or protection that cannot lawfully be waived or limited under applicable law.

21. Severability​

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by applicable law and, to the extent necessary, severed without affecting the validity or enforceability of the remaining provisions, except where applicable law requires a different result.

22. No Waiver​

A failure or delay by ALX Labs in exercising any right, power, or remedy under these Terms does not operate as a waiver of that or any other right, power, or remedy.

A waiver by ALX Labs is effective only if made in writing by an authorized representative of ALX Labs and applies only to the specific circumstance for which it is given.

23. Entire Agreement; No Reliance​

These Terms, together with any documents expressly incorporated into them, constitute the entire agreement between ALX Labs and the Participant concerning the Participant’s participation in the Sale and supersede prior or contemporaneous statements, communications, representations, or understandings concerning that participation to the extent permitted by applicable law.

Marketing materials, social-media posts, community messages, informal communications, projections, roadmaps, third-party statements, and other materials do not modify these Terms unless ALX Labs expressly incorporates them into these Terms.

To the maximum extent permitted by applicable law, the Participant acknowledges that, in entering into these Terms and participating in the Sale, the Participant is not relying upon any representation, statement, assurance, or promise that is not expressly set forth in these Terms or expressly incorporated into them.

24. Assignment​

A Participant may not assign, delegate, or transfer the Participant’s rights or obligations under these Terms without ALX Labs’ prior written consent, except to the extent applicable law provides otherwise.

ALX Labs may assign or transfer these Terms, or any of its rights or obligations under them, in connection with a merger, reorganization, financing, corporate restructuring, sale or transfer of assets, transfer of the XNDR project, or similar transaction, subject to applicable law.

25. Electronic Communications​

The Participant consents to receiving Sale-related notices, disclosures, and communications electronically through the Portal, official XNDR Network communication channels identified by ALX Labs, or contact information voluntarily provided by the Participant.

Publication through the Portal constitutes notice when these Terms expressly permit notice by publication, subject to applicable law.

26. Indemnification​

To the maximum extent permitted by applicable law, the Participant will indemnify and defend ALX Labs and its affiliates, members, managers, officers, employees, contractors, and agents against third-party claims, liabilities, losses, damages, judgments, penalties, fines, and reasonable costs and expenses, including reasonable attorneys’ fees, to the extent arising from or relating to: (a) the Participant’s material breach of these Terms; (b) the Participant’s violation of applicable law in connection with the Sale; (c) the Participant’s material breach of a representation made under Section 5; or (d) the Participant’s unauthorized use of a wallet or Payment Asset belonging to another person.

ALX Labs may assume control of the defense of a claim subject to indemnification where reasonably necessary to protect its interests. The Participant may not settle a claim in a manner that admits liability by, imposes an obligation upon, or materially prejudices ALX Labs without ALX Labs’ prior written consent.

Questions regarding the Sale may be sent to:

presale@alxlabs.io

Formal legal notices to ALX Labs must be sent to presale@alxlabs.io until a separate legal-notice address is published through the Portal.

28. Official Documentation​

Participants should rely only on documentation made available through the official Portal or other official XNDR Network channels expressly designated by ALX Labs.

Related documentation is available through the official Portal. The Presale Privacy Notice is published at xndr.network/presale/privacy.