These Terms govern NBX’s facilitation of a free distribution (airdrop) of the utility token Venture Token (VT) to eligible NBX customers. VT is already admitted to trading on NBX. These Terms form an addendum to NBX’s general Terms of Service, Operating Rules, Custody & Administration Policy, Market Abuse Surveillance Policy, and Privacy Policy (together, “NBX Platform Terms”). Capitalised terms not defined here have the meaning in the NBX Platform Terms.
References/anchors: MiCA Title II obligations for crypto-assets other than ART/EMT (including Articles 4–14 and Article 7 marketing rules), equal treatment (Article 14), trading-platform operator duties (Article 76 excerpts), market-abuse/inside-information rules (Articles 87–88), and record-keeping of marketing communications (Delegated Regulation (EU) 2025/1140). See also the NBX–Venture Listing Agreement and the Venture Token White Paper(together, the “Airdrop Documents”).
1.1 What this is. NBX will facilitate a free distribution of VT to eligible NBX customers. No purchase, payment, or consideration is required. NBX is not the issuer of VT and provides no investment advice.
1.2 Listed utility token. VT is a utility token already admitted to trading on NBX’s platform. The airdrop is not an offer of securities. Any trading of VT on NBX is subject to the NBX Platform Terms. The airdrop is conducted pursuant to the NBX–Venture Listing Agreement and the Venture Token White Paper.
1.3 Regulatory baseline. As VT is admitted to trading, NBX and Venture will ensure all marketing communications are clearly identifiable and fair, clear and not misleading, and consistent with the White Paper (MiCA Article 7). NBX will apply equal-treatment standards (MiCA Article 14) and separate any disclosure of inside information from marketing (MiCA Article 88).
2.1 Account status. Participants must hold a verified NBX account in good standing and satisfy NBX’s KYC/AML/CFT requirements and sanctions screening. NBX may exclude or suspend users to comply with law or policy, including travel-rule obligations for transfers.
2.2 Jurisdictional limits. NBX may restrict access based on residency, sanctions, or legal constraints.
2.3 Transitional regime. NBX operates under MiCA’s transitional regime pending CASP authorisation (MiCA Article 143(3)). Obligations in these Terms apply during the transition.
3.1 Pool and per-user amount. Total pool: 100,000 VT. Allocation: 50 VT per eligible customer on a first-eligible, first-credited basis, subject to Section 3.3.
3.2 Distribution window. Daily airdrop from the 23rd of October 2025 to the 29th of October 2025.
3.3 Rounding & tie-break. Where operational limits require, NBX may round down to the nearest transferable unit. If eligible claims exceed the pool, allocations are prioritised by (i) account verification timestamp at snapshot, then (ii) earliest NBX account creation date.
3.4 Duplicates & ineligibility. One allocation per natural person/legal entity. NBX may cancel/withhold allocations for duplicate, ineligible, or fraudulent accounts.
3.4 Duplicates & ineligibility. One allocation per natural person/legal entity. NBX may cancel/withhold allocations for duplicate, ineligible, or fraudulent accounts.
3.5 Clawback. NBX may reverse or claw back VT credited in error, obtained by fraud, or in breach of these Terms or law, and may freeze accounts while investigating.
4.1 Free distribution. No payment or consideration is required to receive the airdrop.
4.2 Taxes. You are solely responsible for your tax reporting/obligations.
4.3 Fees. NBX may pass through network/withdrawal fees if you transfer VT off-platform. See NBX fee schedule and Listing Agreement (network fee handling).
5.1 Credit to NBX wallet. VT is credited by default to your NBX VT wallet.
5.2 Withdrawals. Withdrawals are permitted subject to NBX Platform Terms, blockchain/network conditions, travel-rule requirements, and fraud/AML checks.
5.3 Custody terms. NBX’s Custody & Administration Policy applies to all credited VT.
6.1 General crypto risks. VT may be volatile, illiquid, or lose value; transfers may be delayed or fail; and utilities described by the issuer may not materialise. VT is not covered by investor compensation (Dir. 97/9/EC) or deposit guarantee schemes (Dir. 2014/49/EU). See issuer risk factors/attestations in the White Paper.
6.2 No advice; no guarantees. NBX does not provide investment advice, endorse issuer roadmaps, or guarantee utility delivery or future value. Trading is at your own risk.
7.1 Equal treatment. NBX will apply objective eligibility and allocation criteria without preferential treatment, unless lawfully disclosed. (MiCA Article 14.)
7.2 Conflicts. Any material conflicts relevant to the airdrop will be disclosed as required by law/contract and managed per NBX governance and the Airdrop Documents.
8.1 Standards. All airdrop-related communications by NBX will be clearly identifiable as marketing (where applicable), fair, clear and not misleading, and consistent with the White Paper (MiCA Article 7). NBX will not disseminate marketing that conflicts with required publications.
8.2 Version control & records. If the White Paper is updated, NBX will align communications and retain records of marketing communications in accordance with Delegated Regulation (EU) 2025/1140 and MiCA practice for archiving older versions.
9.1 NBX rights. NBX may delay, suspend, or cancel the airdrop (in whole or part) to protect security, comply with law/regulatory instruction, address operational incidents, or preserve market integrity, consistent with the NBX Platform Terms and trading-platform duties under MiCA (e.g., oversight and orderly markets).
9.2 Issuer duties. Venture remains responsible for issuer-side publications/notifications (e.g., White Paper availability/updates) per MiCA.
10.1 Prohibited activity. You must not engage in market manipulation, wash trading, spoofing, abusive layering, or other conduct that harms market integrity.
10.2 Surveillance & cooperation. NBX may monitor trading/activity, freeze accounts, reverse allocations (Section 3.5), and report concerns to competent authorities. (MiCA market-abuse framework/inside-information separation, Articles 87–88; platform duties incl. surveillance/mitigation.)
10.3 Separation of disclosures. Any disclosure of inside information will be kept distinct from marketing communications (MiCA Article 88).
11.1 No personal data as consideration. Participation does not require you to provide personal data as consideration; any processing is limited to operating the airdrop and complying with legal obligations.
11.2 Privacy. Processing is governed by the NBX Privacy Policy and, where applicable, the data-processing arrangements foreseen in the Listing Agreement.
12.1 Role of NBX. NBX is not the issuer or offeror of VT and disclaims any warranty on token utility, roadmap delivery, or future value.
12.2 Limitation. NBX’s liability to you in connection with the airdrop is limited to the maximum extent permitted by mandatory law and the NBX Platform Terms. Nothing excludes liability where prohibited by law. (For issuer/exchange allocation of liabilities, see Listing Agreement.)
