Terms &
Conditions

Participation is subject to identity verification and is not open to everyone. By applying to invest, you confirm that:

• you are at least 18 (or the age of majority in your jurisdiction, if higher);
• you are not resident in, or a national or citizen of, a jurisdiction subject to comprehensive international sanctions, and acquiring or holding QDT is not prohibited for you by law;
• you have completed the KYC and AML checks in Section 8 and have been confirmed eligible;
• you have read and understood the Risk Considerations in Section 7;
• the funds you use are from legitimate sources.

Availability may be restricted in some jurisdictions. It is your responsibility to determine whether applying is lawful where you live. The Company may decline any application where eligibility cannot be confirmed.

QDT is a security token. Each token represents:

• a proportional economic interest in the Revenue-Share Pool, calculated per token held at each distribution snapshot;
• the distribution rights described in Section 6, as detailed in the Investor Agreement;
• the protections described in Section 4: escrow, the 90/10 rule and the optional insurance coverage.

Total supply. The supply is fixed and minted once. The total figure is set when the Offering closes, so the supply reflects the fully capitalised raise. No further tokens are issued after that.

Smart contract. Issuance, transfer restrictions, escrow and distributions are governed by an audited smart contract, reviewed by independent security auditors before deployment. Blockchain networks may nonetheless experience congestion, forks, or failures outside the Company's control.

• Stages. The Offering runs in four sequential stages: Private Sale, Pre Sale, Soft Cap and Hard Cap. Pricing is milestone-driven, so the token price increases as each stage's target is reached.
• Readiness. The agreements, plans and purchases needed to build and operate the Infrastructure are prepared and await funding. Capital is deployed into them in tranches as milestones are verified.
• Escrow. Capital raised is held in smart-contract escrow and released only against verified milestones, never at management's discretion.
• The 90/10 rule. If the Offering closes without reaching its Hard Cap:
  • 90% of invested capital is returned to Investors pro rata from escrow;
  • 10% is retained to cover legitimate costs already incurred (legal, regulatory, engineering, operations), as set out in the Offering Documents.
• Insurance option. At the time of investment, an Investor may elect optional insurance coverage, provided through regulated insurance providers, that extends the refund to 100% of the invested amount if the Hard Cap is not reached.
• Indicative terms. Stage pricing, timelines and targets are indicative. The Company may adjust them in response to market conditions, with notice through the Website or Investor communications.

How to invest. QDT is acquired directly from the Company after identity verification, through the investor dashboard.

• The Company does not sell QDT through third-party exchanges during the Offering.
• Minimums, accepted payment methods and procedures are set out in the Offering Documents.

Wallet & custody. Tokens are issued to a whitelisted wallet that you control.

• You are solely responsible for the security of your wallet and private keys.
• On-chain transactions are irreversible.
• The Company cannot freeze, reverse, or recover tokens sent in error or lost through compromised credentials, except where required to comply with a lawful order.

Secondary market. Secondary market access is part of the long-term roadmap and is not available as of the date of these Terms. It depends on exchange partnerships and regulatory approval, and is not guaranteed.

• Schedule. Distributions from the Revenue-Share Pool are made quarterly, pro rata to tokens held at the snapshot date, to verified whitelisted wallets.
• Timing. The first distribution is scheduled for Q4 2027, per the roadmap in the Offering Documents.
• Variability. Distribution amounts depend on actual net compute revenue and are not guaranteed. A quarter's distribution may be lower than previous quarters, or nil.
• Verification. Calculations are performed by the Smart Contract and are publicly verifiable on-chain. Revenue accounts are reviewed by an independent auditor.
• Ongoing checks. Distributions are subject to the identity-verification and sanctions checks in Section 8.
• Precedence. This Section is a summary. If it conflicts with the Investor Agreement, the Investor Agreement governs.

QDT is issued directly by the Company. Full KYC verification and AML screening through a regulated third-party provider are required before an application is accepted and before distributions are paid. By applying, you confirm that:

• all funds are from legitimate sources and are not the proceeds of crime;
• you will not use QDT for money laundering, terrorist financing, sanctions evasion, or any other unlawful activity;
• you will provide accurate identification and any further information reasonably required.

The Company may decline applications, suspend distributions, or report to competent authorities where required by law.

All Website content is the intellectual property of the Company or its licensors: text, graphics, logos, the Qudity name and Q mark, 3D assets, software and documentation.

• You get a limited, non-exclusive, non-transferable, revocable licence for informational use only.
• No reproduction, redistribution, modification or commercial use is allowed without prior written consent.
• The Qudity name and branding may not be used to promote unrelated tokens, products, or offerings.

The Company is not liable for indirect, incidental, special, consequential or punitive damages, including loss of profits, data, opportunity or reputation. Nor is it liable for losses arising from:

• blockchain failures, congestion or exploits;
• force majeure;
• regulatory changes;
• the acts or failures of third-party providers (hardware suppliers, facilities, auditors, wallet providers);
• your failure to safeguard credentials or to verify official channels;
• market conditions.

No investment advice. Nothing on the Website, in the Whitepaper, or in these Terms is investment, legal or tax advice. Seek independent professional advice.

Processing. Personal data is processed under the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong and, where they apply, the data-protection laws of each Investor's jurisdiction, including the GDPR for EEA and UK residents. This covers KYC documents, correspondence and wallet addresses, used only for:

• eligibility;
• administering your holding;
• legal and regulatory obligations.

Your rights. You may access, correct, or request deletion of your data, subject to retention obligations (including AML record-keeping). To exercise these rights, use the contacts in Section 14.

Sharing. The Company does not sell personal data. It shares it only with:

• the KYC provider;
• auditors and custodians;
• authorities, where required by law.

• Material amendments are published on this page, and announced through official channels where practical, before taking effect.
• Acceptance. Continued use of the Website or continued holding of QDT constitutes acceptance.
• Non-material amendments may be made without notice.
• Current version. The current version is always available at this URL.

Dispute resolution.

• Disputes go first to good-faith negotiation.
• If negotiation fails, they go to binding arbitration administered by the Hong Kong International Arbitration Centre (HKIAC), seated in Hong Kong, in English.
• Urgent injunctive relief from a competent court remains available.