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NO PURCHASE OR TRADE NECESSARY TO ENTER OR WIN. A PURCHASE OR TRADE DOES NOT IMPROVE YOUR CHANCES OF WINNING.

The Newt Loot Promotion (the “Promotion”) is sponsored and administered by Newton Crypto Ltd. ("Newton”) during the Promotion Period as described below. The Promotion involves playing an in-app game whereby points referred to as "Loots” may be generated and granted to players of the Game.

THE PROMOTION IS INTENDED TO BE CONDUCTED AND MAY ONLY BE ENTERED IN OR FROM CANADA (EXCLUDING QUEBEC). ENTRIES ORIGINATING FROM ANY OTHER JURISDICTION ARE NOT ELIGIBLE FOR ENTRY. THE PROMOTION IS GOVERNED EXCLUSIVELY BY THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE IN SUCH PROVINCE. YOU ARE NOT AUTHORIZED TO PARTICIPATE IN THE PROMOTION IF YOU ARE (I) LOCATED IN QUEBEC OR (II) NOT LOCATED WITHIN CANADA. THE PROMOTION IS VOID IN WHOLE OR IN PART WHERE PROHIBITED BY LAW. ENTRY IN THE PROMOTION SHALL CONSTITUTE ACCEPTANCE OF THESE RULES (THE "PROMOTION RULES"). IF YOU DO NOT AGREE TO THE PROMOTION RULES IN THEIR ENTIRETY, YOU ARE NOT AUTHORIZED TO PARTICIPATE IN THE PROMOTION IN ANY MANNER.

These Promotion Rules should be read in conjunction with the description of the Game Mechanics, available in our Game Mechanics at the link at the bottom of these Promotion Rules. Newton reserves the right to modify or amend at any time these Promotion Rules and/or the methods through which Rewards are allocated or to disqualify any persons from participating in the Promotion at any time.

Promotion Period

The Promotion begins at 12:01 A.M. ET on October 15, 2025 (the "Promotion Start") and ends at 11:59 P.M. ET on December 17, 2025, at 11:59 PM ET (the "Promotion End," with the period in-between being referred to as the "Promotion Period"). No new Loots under the Promotion will be generated or accrued after the Promotion End.

Eligibility

PROMOTION PARTICIPANTS ARE NOT AUTHORIZED TO PARTICIPATE IN THE PROMOTION IF LOCATED IN QUEBEC OR IF NOT LOCATED WITHIN CANADA.

Only the following persons (collectively, the "Promotion Participants,” and each a "Promotion Participant") shall be eligible to enter as part of the Promotion:

1. Legal residents of Canada not resident in Quebec;
2. Reached the greater of the age of 18 or the age of majority in their province/territory of residence at the time of their entrance into the Promotion; and
3. Meet the additional entry requirements set out in the "How to Enter" section below.

In order to be eligible to claim a Reward, a Promotion Participant must have “verified Newton account”, meaning either (i) an existing and fully verified account on Newton's Platform as of the Promotion Start, or (ii) be a Newton platform user whose account was opened after the Promotion Start who has completed Newton’s account opening verification process, and in either such instance, with such account up-to-date with respect to all know-your-customer (KYC) requests from Newton and in good standing at all times during the Promotion Period and/or at the time any Reward is claimed or awarded.
Void in Quebec, outside of Canada, and where prohibited, taxed, or restricted by law. Employees, officers, or directors of Newton and its affiliates are not eligible to enter. All federal, provincial, and local laws and regulations apply.

By entering the Promotion, each Promotion Participant agrees that Newton, in its sole and absolute discretion, may:

1. Disqualify a Promotion Participant from the Promotion if it believes that the Promotion Participant's participation breaches these Rules or any terms of use applicable to Newton's platform;
2. Revoke a Promotion Participant from participating or accessing the Game (as defined below), including (without limiting the generality of the foregoing), if a Promotion Participant is violating the terms of fair play by using automation tools or engaging in unfair practices;
3. Suspend or permanently disable your account on Newton's platform; or
4. Cancel your eligibility or right to receive any unclaimed Rewards or debit your Newton account to recover any Rewards claimed by you during the Promotion Period.

How to Enter and Participate

NO PURCHASE OR TRADE NECESSARY TO ENTER OR WIN. A PURCHASE OR TRADE DOES NOT IMPROVE A PROMOTION PARTICIPANT'S CHANCES OF WINNING.

Promotion Participants are required to enter the Promotion by signing up for an in-app game called Newt Loot (the "Game") in-app, whereby Promotion Participants can accrue and earn Loots that may be used to claim Rewards. As indicated above, at the time a Reward is claimed, the Newton account claiming the Reward must have verified Newton account in good standing as a condition of claiming and receiving any Reward.

The Promotion Rules are displayed to Newton users in-app in a pop-up window as shown below, as are the Game Mechanics. To enter, each user must scroll to the bottom of these Promotion Rules and acknowledge and agree to the Promotion Rules by clicking "Accept," in order to be granted access to and registered to participate in the Game, at which point they will be a participant in the Promotion (a "Promotion Participant") and eligible to generate and accrue Loots and to use those Loots to claim Rewards.

These Promotion Rules should be read in conjunction with the description of the Game Mechanics, available at the bottom of these Promotion Rules, which sets out the mechanics for earning the Loots that are exchangeable or used to claim Rewards.

While playing the Game, Promotion Participants are prohibited from:
1. Using any form of automation (e.g., "bots,"scripts,” etc.) to perform any in-Game actions such as accruing or earning Loots or to claim any Rewards;
2. Attempting to find, discover, or exploit bugs or loopholes in the Game for any reason, including (without limitation) to gain an unfair advantage over other Promotion Participants;
3. Using more than one account on the Newton platform to participate in the Promotion or otherwise access the Game;
4. Circumventing or attempting to circumvent any security measures implemented in the Game.

The Game; Promotion Rewards

During the Promotion Period, Promotion Participants can earn and accrue Loots, through an in-Game mechanic of first earning and accruing in-Game points (collectively, "Counts") by participating in the Game, as more particularly described in the Game Mechanics, which sets out the mechanics for earning both the Counts and the Loot underlying the Game. Counts are automatically converted into Loot during the Promotion Period and, in turn, Loot can be used to claim Rewards.

During the Promotion Period, while Promotion Participants can participate in the Game and generate Loot in different ways as described below, only Promotion Participants with a verified Newton account will be able to redeem generated and accrued Loot for Rewards comprised of crypto assets (expected to be [insert asset]); however, Newton reserves the right to change the Reward to another crypto asset or Newton-branded merchandise, in its sole and absolute discretion, at any time and with no prior notice to Promotion Participants. Without limiting the generality of the foregoing, all Promotion Participants expressly acknowledge and agree that:

1. The Counts and Loots do not have any real-world value, have no cash value, and are not exchangeable for cash or crypto assets;
2. The accumulation of Counts and/or Loots does not entitle any Promotion Participants to any vested rights; and
3. Newton does not guarantee in any way the continued availability of any Reward, redemption level or ratio, prize, or any other benefit into which Loots may be redeemed.

Newton assumes no liability to Promotion Participants as regards the addition or deletion of items from or for which Loots and the Counts can be generated, collected, and/or redeemed, the quantity of any such redemptions, and/or any changes in the Rewards, including any changes in the Rewards such as a change from crypto assets to Newton-branded merchandise.

Promotion Participants acknowledge and agree that neither the Promotion nor the Game involve any mining activities in respect of crypto assets and that participation in the Promotion or the Game does not entitle the Promotion Participant to receive any remuneration or crypto assets as a consequence of performing a mining activity.

Playing the Game; Generating Counts and Loot

In playing the Game, a Promotion Participant is granted points called "Counts" by manually interacting with the Game. A Promotion Participant may accumulate Counts, and in turn Loots via the mechanic set out in the Game Mechanics below. Loots generated in-Game can be accrued and then redeemed or exchanged for Rewards, provided that, at the time a Reward is claimed, the Promotion Participant has a verified Newton account.

Playing the Game Without a Verified Newton Account

New for Season 3: Promotion Participants who do not have verified Newton accounts are able to participate in the Game and accumulate Counts, and in turn Loots via the mechanic set out in the Game Mechanics below; however, the following shall apply to such non-verified Promotion Participants:

* As indicated above, in order to use Loots to claim a Reward, Promotion Participants must complete the verification of their Newton account, and such account must be in good standing as a condition of claiming and receiving any Reward.
* As part of the Game for Season 3, Promotion Participants who (i) have a verified Newton account and (ii) who were active in a given Game block will automatically be enrolled in a daily random draw to win the “Daily Gem” prize, which shall consist of [insert description.], displayed in the mini-game as an account’s pet Newtie finding the “Daily Gem”.
* Counts, and in turn Loots, earned and accrued by a Promotion Participant who does not have a verified Newton account may claim Rewards upon account verification, but the Rewards pool for such accounts shall be slightly different than the Rewards pool that is available to be claimed by Promotion Participants for verified accounts, with the former also having a lower cap per Promotion Participant of [five (5) Satoshis per day] and an aggregate maximum of 25,000 Satoshis per day across all Promotion Participants who do not have verified Newton accounts.
* In addition to the above, non-verified Promotion Participants will split the Rewards pool available to them evenly, with the following applying: (i) counts generated by non-verified Promotion Participants do not impact the proportion of Loots, and (ii) Total Lotto from this non-verified Promotion Participant pool is split evenly between all active non-verified players in the given Block Period, to a max of five (5) Satoshis per Promotion Participant per day.
* Counts accumulated by Promotion Participants without verified Newton accounts do not impact the Counts or Loot Mechanics for Promotion Participants with verified Newton accounts.
* The Game will still track all Counts generated by Promotion Participants without verified Newton verified accounts and if such Promotion Participants verify their Newton accounts during a Block Period, such Promotion Participants will have their Counts (and Loots) used in the Reward Pool calculation for verified Promotion Participants.

Promotion Participants who do not have a verified Newton account will not be enrolled in and are not eligible to receive the “Daily Gem” prize, and are not eligible to participate in any of the Clans or receive the benefit of any Clan multipliers.

Daily Gem Mini-Game (New for Season 3)

As part of the Game for Season 3, Promotion Participants who (i) have a verified Newton account and (ii) who were active in a given Game block will automatically be enrolled in a daily random draw to win the “Daily Gem” prize, which can be either crypto assets or Newton merchandise, and shall be highlighted in an animation with a prize screen detailing the prize, and displayed in the mini-game as an account’s pet Newtie finding the “Daily Gem”. The “Daily Gem” prize is not based on the amount of Loots generated by a Promotion Participant and the nature of the prize will be determined by Newton each day immediately prior to or concurrent with the random draw. Winning a “Daily Gem” prize one day does not affect an account’s odds of winning a “Daily Gem” prize in a subsequent “Daily Gem” prize draw.

During the Promotion Period, each day after the completion of a block period, Newton will select one (1) entrant by a random draw from all enrolled and eligible Promotion Participants received during the most recently completed block period to award the “Daily Gem” prize. The odds of being selected as a potential winner of the “Daily Gem” prize are dependent upon the number of eligible Promotion Participants during the block period. As the normal Game Rewards, before being declared a winner, the selected entrant(s) shall be required to correctly answer, without assistance of any kind, whether mechanical or otherwise, a time-limited mathematical skill-testing question to be administered during a pre-arranged electronic meeting, call or by e-mail, to comply with these Promotion Rules and may be required to sign and return the Release (described below).

* If the selected entrant does not respond within three (3) business days of notification, he/she will be disqualified and will not receive a prize, and another entrant may be selected (as determined by Newton in its sole discretion) until such time as an entrant satisfies the terms set out herein. Newton is not responsible for the failure for any reason whatsoever of a selected entrant to receive notification or for Newton to receive a selected entrant’s response.

* Each day, the name of the Newt Tag for the prior day’s “Daily Gem” prize winner will be published [in-app], which will contain a username selected by the Promotion Participant (made up in the format of an “adjective”, followed by a “noun” and then a “number”), but which shall not contain any personal information of a Promotion Participant. By accepting a “Daily Gem” prize, each Promotion Participant agrees and acknowledges that the Newt Tag associated with their account will be shared in this manner.

Clans and Clan Loots

As in Season 2, Promotion Participants who have a verified Newton account have the option of also joining or creating a group, called a “Clan.” Clans enable Promotion Participants to have access to additional Clan Loots that are calculated as a multiplier on their base Loots, which have a separate rewards pool, as described in more detail in the Game Mechanics. Clans are an optional feature, and Promotion Participants do not need to join a Clan in order to participate in the Game. Any Clans or Clan identifiers from prior seasons are not guaranteed to carry over to the current season.

By joining a Clan, Promotion Participants can increase the Loots earned when interacting with the game. Joining a Clan is optional and is not required to play the Game. This is set out in the Game Mechanics below.

Loots or Clan Loots Unclaimed and Unexpired at End of Promotion Period

At the Promotion End, Newton reserves the right to cancel and expire unclaimed Loots or Clan Loots, or to credit Promotion Participants with in-app loyalty points for any unclaimed and unexpired Loots or Clan Loots. The ratio by which a credit may be applied for unexpired and unclaimed Loots or Clan loots for another loyalty point currency will be determined by Newton in its sole and absolute discretion at the Promotion End.

Loots, Clan Loots and Rewards

During the Promotion Period, Promotion Participants can claim various rewards through the use of Loots and Clan Loots generated in-Game, as set out below under the heading “Loot Mechanics”.

After each Block Period, a Promotion Participant can redeem their accumulated and unexpired Loots and Clan Loots (see below under "Loots Expiration") for Rewards by following the process set out below under "Redeeming Loots and Clan Loots for Rewards". The Rewards ratio is set by Newton, in its sole and absolute discretion, and is not expected to be dependent on any external or internal factors, including, but not limited to, crypto asset market prices, a Promotion Participant's trading activity, etc.; however, Newton reserves the right, in its sole and absolute discretion, to change the Rewards ratio at any time and without prior notice to Promotion Participants.

For details about joining and leaving a Clan, Clan mechanics and Clan Loot multipliers, please see “Clan Mechanics” below.

Loots and Clan Loots Expiration

Any Loot, Loots, Clan Loots or Clan Loot, earned in-Game can be accumulated by Promotion Participants; however, they are subject to an expiration period. Any Loot, or Loots, Clan Loots or Clan Loot, that are accrued or earned in the Game during the Promotion Period expire in exactly 30 days following the hour in which the Loot or Clan Loot is accrued or earned. Upon the expiration of any Loot or Clan loot, no compensation will be given, and no Rewards may be claimed by the user for expired Loot or Clan Loot. Unclaimed Loots or Clan Loots which expire are not returned to the overall Promotion payout pool and will simply expire. Newton will not advise any Promotion Participants of any upcoming expiry periods for any Loots or Clan Loots or unclaimed Rewards.

Redeeming Loots and Clan Loots for Rewards

During the Promotion Period, available Rewards are indicated for Promotion Participants through a “Mine-Cart” button on the primary screen of the Game that changes to an orange colour when Rewards are available to be claimed. Promotion Participants can claim any available Rewards by clicking the “Mine-Cart” button at which point a Promotion Participant's claimed Rewards are credited or deposited to their Newton account. Rewards are non-exchangeable, non-transferable, non-refundable, and must be accepted as awarded with no substitutions. As indicated above, at the time a Reward is claimed, the Newton account claiming the Reward must have verified Newton account in good standing as a condition of claiming and receiving any Reward.

SKILL-TESTING QUESTION: Newton may, at its sole discretion, require Promotion Participants to answer a skill-testing question to claim a Reward. Should such functionality be implemented, the following will apply: when claiming a Reward, a Promotion Participant must correctly answer, without assistance of any kind, whether mechanical or otherwise, a time-limited mathematical skill-testing question to be administered in-app, by e-mail, or other means of electronic communications acceptable to Newton, to comply with the Promotion Rules.

REWARD ODDS: The odds of receiving a Reward and the amount of any such Rewards for a Promotion Participant depend on a number of different factors, including the number of players playing the Game during each applicable calculation period ("Blocks"), the amount of time with which the Promotion Participant is considered active during said Block, and, if applicable, the activity of other members of the Promotion Participant’s Clan (for those Promotion Participants participating in a Clan). By entering the Promotion, Promotion Participants fully and unconditionally agree to be bound by these Promotion Rules and the decision of Newton and its authorized representatives, which will be final and binding in all matters relating to the Promotion.

NO CORRESPONDENCE: Promotion Participants are required to monitor their own Loots expiry periods. Newton will not advise Promotion Participants of any upcoming expiry periods for any Loots or unclaimed Rewards. No correspondence pertaining to the Promotion will be entered into except with Promotion Participants requesting the Promotion Rules by mail. Requests should be addressed to Newton's Promotion Rules Request: The Newt Loot Promotion, Newton Social Media Team, Newton Crypto Ltd., 180 John Street, Toronto, ON, M5T 1X5.

General Game Rules

BY PARTICIPATING IN THE PROMOTION, PROMOTION PARTICIPANTS AND REWARDS RECIPIENTS AGREE TO RELEASE AND HOLD HARMLESS NEWTON AND ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, FRANCHISEES, PARTNERS, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNS, EMPLOYEES, OFFICERS, AND DIRECTORS (COLLECTIVELY, "RELEASED ENTITIES"), FROM ANY AND ALL LIABILITY, FOR LOSS, HARM, DAMAGE, INJURY, COST, OR EXPENSE WHATSOEVER INCLUDING WITHOUT LIMITATION, PROPERTY DAMAGE, PERSONAL INJURY, AND/OR DEATH WHICH MAY OCCUR IN CONNECTION WITH, PREPARATION FOR, OR PARTICIPATION IN THE PROMOTION, OR POSSESSION, ACCEPTANCE, USE, MISUSE, OF ANY REWARD OR PARTICIPATION IN ANY PROMOTION-RELATED ACTIVITY AND FOR ANY CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION, INVASION OF PRIVACY, COPYRIGHT INFRINGEMENT, TRADEMARK INFRINGEMENT OR ANY OTHER INTELLECTUAL PROPERTY-RELATED CAUSE OF ACTION. FURTHER, THE PROMOTION PARTICIPANT AGREES TO FULLY INDEMNIFY NEWTON, AND THE RELEASED ENTITIES FROM ANY AND ALL CLAIMS BY THIRD PARTIES RELATING TO THE PROMOTION, WITHOUT LIMITATION.

In the event a potential Rewards recipient does not comply with all the provisions as contemplated in the Promotion Rules or has incorrectly answered the skill-testing question, Newton shall have the right to disqualify the potential Rewards recipient from the Promotion. Newton shall be fully and completely released and discharged from any liability or responsibility in this regard.

TAXES: Any and all federal, provincial, and local taxes are the sole responsibility of the Rewards recipient.

iOS APP STORE COMPLIANCE: The Game operates entirely in-app on your device and does not require any additional downloads or external software. It is strictly a game, and rewards provided are not guaranteed real-world assets at the time of play. No Rewards are given for posting or sharing Game content. This Game is designed in compliance with iOS App Store guidelines, with no real-world value assigned to in-Game rewards unless otherwise determined by Newton.

GAME PROVIDED ON "AS-IS" BASIS: The Game is provided on an "as-is" and "as available" basis without any warranties, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Newton does not guarantee that the Game will be available at all times or without interruptions or errors.

NEWTON RECORDS CONCLUSIVE: All Promotion Participants acknowledge and agree that Newton's records of the Promotion and any in-Game actions, interactions, operations, Counts, Loots, Clan Loots, or Rewards will be conclusive and binding on the Promotion Participant in relation to the matters or facts therein stated and in respect to all matters involved in the administration of the Promotion and the Game. By participating in the Promotion, all Promotion Participants agree that these records will be admissible in any court or tribunal, or in any actions, proceedings, or disputes between Newton and the Promotion Participant, as evidence of the facts and matters recorded in them.

PUBLICITY: Participation in the Promotion and acceptance of any Rewards under the Promotion constitutes each Rewards recipient's permission for Newton to use their name, address (city and Province), likeness, photograph, picture, portrait, voice, biographical information, Rewards information, and/or any statements made by each Rewards recipient regarding the Promotion or Newton for advertising and promotional purposes (and inclusion in the list of rewards recipients) without notice, permission, or additional compensation, except where prohibited by law. Promotion Participants who do not comply with or agree to abide by these Promotion Rules, or who attempt to interfere with this Promotion in any way, shall be disqualified.

TAMPERING: Any attempted form of entry other than as set forth above is prohibited; no automatic, programmed, robotic, or similar means of entry are permitted. Released Entities are not responsible for technical, hardware, software, telephone, or other communications malfunctions, errors, or failures of any kind, lost or unavailable network connections, website, Internet, or ISP availability, unauthorized human intervention, traffic congestion, incomplete or inaccurate capture of entry information (regardless of cause), or failed, incomplete, garbled, jumbled, or delayed computer transmissions which may limit one's ability to enter the Promotion, including any injury or damage to the participant's or any other person's computer relating to or resulting from participating in this Promotion or downloading any materials in this Promotion. Newton reserves the right, in its sole discretion, to cancel, terminate, modify, extend, or suspend this Promotion should (in its sole and absolute discretion) virus, bugs, non-authorized human intervention, fraud, or other causes beyond its control corrupt or affect the administration, security, fairness, or proper conduct of the Promotion. Newton reserves the right, at its sole discretion, to disqualify any individual it finds, in its sole discretion, to be tampering with the entry process or the operation of the Promotion or website. Newton may prohibit a Promotion Participant from participating in the Promotion or receiving a Reward if, in its sole discretion, it determines that said Promotion Participant is attempting to undermine the legitimate operation of the Promotion by: 1. Cheating, hacking, deception, or other unfair playing practices (including the use of automated quick entry programs); 2. Intending to annoy, abuse, threaten, or harass any other Promotion Participants or Newton representatives; 3. Tampering or attempting to tamper with the Promotion entry process or the operation of the Promotion, the Promotion website, the Promotion application, or any related promotional website or application; 4. Using any automated, script, macro, robotic, or other program(s) to enter or otherwise participate in the Promotion; or 5. Violating Promotion Rules.

CAUTION: ANY ATTEMPT BY A PROMOTION PARTICIPANT TO DELIBERATELY DAMAGE, HACK OR GAIN UNAUTHORIZED ENTRY TO ANY WEBSITE (INCLUDING NEWTON'S) OR TO UNDERMINE THE LEGITIMATE OPERATION OF THE PROMOTION MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, NEWTON RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING CRIMINAL PROSECUTION. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES: IN NO EVENT WILL THE RELEASED ENTITIES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF A PROMOTION PARTICIPANT'S PARTICIPATION IN THE PROMOTION.

Newton is not responsible for any incorrect or inaccurate information, whether caused by website users or by any of the equipment or programming associated with or utilized in the Promotion or by any technical or human error which may occur in the administration of the Promotion. Newton assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, the Game. Newton is not responsible for any problems, failures, or technical malfunction of any telephone network or lines, computer online systems, servers, providers, computer equipment, software, e-mail, players, applications or browsers, on account of technical problems or traffic congestion on the Internet, at any website or application, or on account of any combination of the foregoing or otherwise. Newton is not responsible for any injury or damage to the Promotion Participant or to any computer related to or resulting from participating or downloading materials in the Promotion.

Each Promotion Participant assumes liability for injuries caused or claimed to be caused by participating in the Promotion, or by the acceptance, possession, use of, or failure to receive any Reward. Newton assumes no responsibility or liability in the event that the Promotion or Game cannot be conducted as planned for any reason, including those reasons beyond the control of Newton, such as infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or corruption of the administration, security, fairness, integrity, or proper conduct of the Promotion, the Promotion website(s), and/or the Promotion application(s). Newton assumes no responsibility for any failure of Newton's website, the Game, or application during the Promotion Period, including any problems or technical malfunctions of any computer on-line systems, servers, computer equipment, software, failure of any e-mail, notification, or entry to be received on account of technical problems or traffic congestion on the Internet, any website, any application, or any combination thereon. Newton is not responsible if Promotion cannot take place or if any Reward cannot be awarded due to travel cancellations, delays, or interruptions due to acts of God, acts of war, natural disasters, weather, or acts of terrorism. Newton reserves the right, in its sole and absolute discretion to terminate the Promotion, in whole or in part, and/or modify, amend, or suspend the Promotion, and/or the Promotion Rules in any way, at any time, for any reason without prior notice.

DISPUTES; GOVERNING LAW: The parties waive all rights to trial in any action or proceeding instituted in connection with these Promotion Rules, including, without limitation, the Promotion. Any controversy or claim arising out of or relating to these Promotion Rules and/or the Promotion shall be settled by binding arbitration in accordance with the commercial arbitration rules of the Canadian Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Toronto, Ontario.

INTERPRETATION: THESE PROMOTION RULES, THE INTERPRETATION OF ITS TERMS, AND THE RIGHTS AND OBLIGATIONS AS BETWEEN THE PROMOTION PARTICIPANT AND NEWTON IN CONNECTION WITH THE PROMOTION, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS THAT WOULD CAUSE THE APPLICATION OF ANY OTHER JURISDICTION'S LAWS.

FORUM AND VENUE: For any matters which are not subject to arbitration as set forth in these Promotion Rules and/or in connection with the entering of any judgment on an arbitration award in connection with these Promotion Rules and/or the Promotion, each Promotion Participant irrevocably submits and consents to the exclusive jurisdiction and venue of the province and federal courts located in or closest to the municipality of Toronto in the province of Ontario. All dollar amounts referred to in the Promotion Rules are stated in Canadian Dollars. Each Promotion Participant agrees not to raise the defense of forum non conveniens.

CONSTRUCTION: Invalidity or unenforceability of any provisions, in part or in full, of these Promotion Rules shall not affect the validity or enforceability for the remainder of the Promotion Rules. The Promotion Rules shall be interpreted as if the invalid or unenforceable provisions were not included, should such provisions exist. In the event of any discrepancy or inconsistency between the terms and conditions of the Promotion Rules and disclosures or other statements contained in any Promotion-related materials, including but not limited to the Promotion entry form, or point of sale, television, website, print, or online advertising, the terms and conditions of these Promotion Rules shall prevail, govern, and control.

COLLECTION AND USE OF INFORMATION: Newton will be collecting personal data about Promotion Participants online, in accordance with its privacy policy. Please review Newton's privacy policy located at https://www.newton.co/privacy. By participating in the Promotion, Promotion Participants hereby understand and agree: 1. To Newton's collection and usage of their personal information and acknowledge that they have read and accepted Newton's privacy policy; 2. Newton will collect, use, and disclose their personal information only in relation to the Promotion as contemplated in these Promotion Rules, as well as in accordance with Newton's privacy policy as applicable to their Newton account for those Promotion Participants with a verified Newton account. For Promotion Participants without verified Newton accounts, Newton will be collecting only the following pieces of information: (i) Name/Username, (ii) email addresses, and (iii) certain information about your computer, phone, tablet or other devices you use to participate in the Game. This information is collected for the purpose of allowing such Promotion Participants to participate in the Game and may also be used for marketing purposes, Game optimization or, in some instances, displayed in-Game. Each Promotion Participant expressly acknowledges and agrees that Newton may disclose or public the username of the Promotion Participant as part of the Promotion and the awarding of any Rewards and/or “Daily Gem” prizes.

INTELLECTUAL PROPERTY: All intellectual property, including but not limited to, trademarks, trade names, logos, designs, promotional materials, web pages, source codes, drawings, illustrations, slogans, and representations used in connection with the Promotion are the property of Newton. All rights are reserved. Unauthorized copying or use of any of Newton's copyrighted material or intellectual property without the express written consent of its owner is strictly prohibited.

PROMOTION SPONSOR: Newton is the sponsor of this Promotion. Any questions, comments, or concerns regarding the Promotion should be directed to Newton.

NEWT LOOT GAME MECHANICS

This document sets out the game mechanics and rules which will govern how a Promotion Participant in the Newton Loot Game (the "Game") underlying the Newton Loot promotional event (the "Promotion"), which is created, sponsored, and administered by Newton Crypto Ltd. ("Newton") can generate and accrue Counts, Loot and Clan Loot. The Game and the Promotion are both time-limited events and will begin at the Promotion Start time, and end at the Promotion End time. The terms and conditions of the Promotion are set out in the Promotion Rules above.

Counts and Energy

The Game's basic points are referred to as "Counts" ("Counts") which a Promotion Participant must generate in order to participate in the Game. On any calendar day during which the Game and Promotion are running, Counts may be generated by Promotion Participants in the Game as follows:

1. Promotion Participants must login to their Newton account on their mobile device and then access the Game through the Newton mobile application.
2. Once in-Game, each Promotion Participant's account will display a pet Newtie that is unique to that Promotion Participant's account, along with an associated Energy Level Meter for that Promotion Participant's pet Newtie.
3. In order to generate Counts, Promotion Participants must press the "Pickaxe" button, wherein each tap of the button will add between one (1) hour and (24) hours of real-world time of "Energy" to the Energy Level Meter up to the maximum of the Participant's Energy Level Meter. Newton reserves the right at any point in time to modify the number of hours given by pressing the "Pickaxe" button. This process of adding hours of Energy by pressing the "Pickaxe" button is referred to as "Generating Energy".
4. Each Promotion Participant's pet Newtie's Energy Level Meter is limited to a certain maximum of hours of Energy, tracked in hours, with an initial limit of eight (8) hours of Energy, which can be increased by achieving "Streaks" as set out below.
5. Once a Promotion Participant's pet Newtie has Energy, the passage of time will reduce that Participant's pet Newtie's Energy Level for each real-world minute that passes, which will be displayed in the Energy Level Meter until the Energy Level is depleted to zero.
6. A Promotion Participant may return to the Game at any time when their pet Newtie's Energy Level is not at the maximum level and replenish their pet Newtie's Energy Levels up to the maximum of the Energy Level Meter.
7. A Promotion Participant will accumulate one (1) Count every minute that the Energy Level Meter of the Promotion Participant's pet Newtie is above zero (0) minutes of Energy.
8. The Energy Level Meter acts as a time-based countdown in that it will, absent Promotion Participant interaction, drop by one (1) minute of Energy every real-world minute of the calendar day until the Energy Level Meter reaches a level of zero (0) minutes of Energy.
9. Consequently, once the Energy Level Meter of that Promotion Participant's pet Newtie reaches zero (0) in Energy, the Promotion Participant will stop accumulating Counts.
10. Promotion Participants may only accumulate whole integers of Counts, as the Game does not generate fractional Counts.

Streaks

Promotion Participants may increase their pet Newtie's Energy Level Meter maximum limit by interacting with the game consecutively on a day-to-day basis and Generating Energy. By interacting with the Game and Generating Energy on consecutive days, Promotion Participants meeting the thresholds for consecutive days of Game interaction (referred to as a "Streak") can extend their pet Newtie's Energy Level Meter to the Maximum Energy Level set out opposite the Streak Level and Consecutive days of interaction, as set out in the table below:

Streak Levels during this Promotion Period:
* Streak Level 0: requires 0 consecutive days and grants 8 hours of max Energy;
* Streak Level 1: requires 7 consecutive days and grants 10 hours of max Energy;
* Streak Level 2: requires 14 consecutive days and grants 12 hours of max Energy;
* Streak Level 3: requires 21 consecutive days and grants 14 hours of max Energy;
* Streak Level 4: requires 28 consecutive days and grants 16 hours of max Energy.

Streaks are governed by the following rules and Game mechanics:

1. The default Streak Level of a Promotion Participant is Level 0, until they meet the criteria for a higher Streak level (i.e., Streak Level 1-4) as outlined above.
2. If a Promotion Participant does not Generate Energy in a Block Period, their Consecutive Day count will be reduced by one (1) day at the start of the following Block Period.
3. Once a Promotion Participant's consecutive day count of Generating Energy has fallen below a threshold described above, their Maximum Energy Level is adjusted to match their current Streak Level, as per the Streak Table above.

Loot Mechanics

In the Game, a Promotion Participant's pet Newtie can accumulate Loot, which can then be redeemed or exchanged by the Participant for rewards under the Promotion. The maximum amount of Loot a Promotion Participant's pet Newtie can generate during a given period of time is determined by the following logic:

1. A "Block Period" constitutes a period during which a Promotion Participant may accumulate Counts described above under "Counts and Energy"; Block Periods may be of any duration of at least (1) hour of a calendar day, up to a maximum of (24) hours, inclusively; however, Newton has set the Block Period during the Promotion Period to be 24 hours.
2. A Promotion Participant is considered "active" during a Block Period if they had at least one (1) Count during that Block Period.
3. Each Block Period, there is a maximum number of Loots that may be earned by active Promotion Participants, which is referred to as the "Daily Pool".
4. The Game will allow for a maximum total of Loots and Clan Loots to be available per Block Period. Accordingly, the Game will cap the aggregate Loots and Clan Loots issued per Block Period up to a specified maximum.
5. In any given Block Period, the Daily Pool is split amongst the active Promotion Participants in that Block Period.
6. At the end of each Block Period, the Daily Pool is mapped to a reward pool (each, a "Block Reward") for each of the following two (2) groups: (i) Promotion Participants “active” in the Game during that Block Period with verified Newton accounts and (ii) Promotion Participants “active” in the Game during that Block Period who do not have a verified Newton account.
7. Each group’s respective Block Reward is distributed to Promotion Participants who were "active" in the Game during that Block Period. The Block Reward for Promotion Participants who have verified Newton accounts compared to those who do not have a Newton verified account is different. For Promotion Participants with a verified Newton account, the Block Period Total Loot is then allocated to each "active" Promotion Participant of a given Block Period based on the proportion of that Promotion Participant's Counts relative to the sum of all Counts issued to all active Promotion Participants in the Game during the same Block Period, as set out in the Game Mechanics.
8. For Promotion Participants who do not have a verified Newton account, these Promotion Participants will split the Rewards pool available to them evenly, subject to the lower cap per Promotion Participant of five (5) Satoshis per day and an aggregate maximum of 25,000 Satoshis per day across all Promotion Participants who do not have verified Newton accounts.
9. . As indicated above: (i) Counts generated by non-verified Promotion Participants do not impact the proportion of Loots.
10. Counts accumulated by Promotion Participants without verified Newton accounts do not impact the Counts or Loot Mechanics for Promotion Participants with verified Newton accounts.
11. The Game will still track all Counts generated by Promotion Participants without verified Newton verified accounts and if such Promotion Participants verify their Newton accounts during a Block Period, such Promotion Participants will have their Counts (and Loots) used in the Reward Pool calculation for verified Promotion Participants.
12. Each Promotion Participant will be limited to being issued a maximum number of total Loots and Clan Loots per day active in the game (the "PP Daily Max"), which maximum is set by Newton such that no one Promotion Participant will be issued the entire maximum number of total Loots and Clan Loots available for the Block Period.
13. If a Promotion Participant has reached their PP Daily Max, no additional Loots will be issued to that Promotion Participant until the next Block Period in which the Promotion Participant meets the Game requirements to be an "active" Promotion Participant, all as described in the Game Mechanics.
14. Counting down time remaining before a Block Period comes to an end, may also be referred to as a "Loot Countdown" in-game, in reference to the issuance of Loots at the end of the Block Period.
15. Once Loots are "Claimed" by the Promotion Participant manually for a Reward, they are deducted from the Participant's Loots balance automatically.
16. A Promotion Participant may only claim their entire Loots points balance, not portions of their Loots points balance.

The number of Loots given to a Promotion Participant during a given Block Period is determined by the proportion of that Promotion Participant's Counts relative to the sum of all Counts issued to all active Promotion Participants in the Game during the same Block Period.

Rewards

During the Promotion Period, and for a limited time only, Loot generated and accrued by a Promotion Participant will be redeemable for Rewards comprised of crypto assets, and expected to be one or more of Bitcoin (BTC) or Satoshis, the smallest unit of Bitcoin (BTC), Ethereum (ETH), USD Coin (USDC), Bitcoin Cash (BCH), or Litecoin (LTC); however, Newton reserves the right to change the Reward to another crypto asset or Newton-branded merchandise, in its sole and absolute discretion, at any time and with no prior notice to Promotion Participants.

After each Block Period, a Promotion Participant can redeem their accumulated and unexpired Loots (see below under "Loots Expiration") for Rewards by following the process set out under "Redeeming Loots and Clan Loots for Rewards" above.

Any conversion or conversion ratio between Loots (and Clan Loots) and Rewards is set by Newton, in its sole and absolute discretion, and is not expected to be dependent on any external or internal factors, including, but not limited to, crypto asset market prices, a Promotion Participant's trading activity, etc.; however, Newton reserves the right, in its sole and absolute discretion, to change this ratio any time and without prior notice to Promotion Participants.

At the end of the Promotion, Newton reserves the right to cancel and expire unclaimed Loots, or to credit Promotion Participants with in-app loyalty points for any unclaimed and unexpired Loots. The ratio by which a credit may be applied for unexpired and unclaimed Loots for another loyalty point currency will be determined by Newton in its sole and absolute discretion at the time of the end of the Promotion.

Only those Promotion Participants with a verified Newton account may redeem their Loot for Rewards. A Promotion Participant who does not have a verified Newton account may claim Rewards upon account verification, but the Rewards pool for the Loot generated by such accounts prior to verification shall be slightly different than the Rewards pool that is available to be claimed by Promotion Participants where Loot was generated by a verified account, with the former also having a lower cap per Promotion Participant of [five (5) Satoshis per day] and an aggregate maximum of 25,000 Satoshis per day across all Promotion Participants who do not have verified Newton accounts.

Clan Mechanics

As part of this Promotion, the Game will also consist of the ability for Promotion Participants with a Newton verified account to participate in the Clan function, which allows for the issuance of Clan Loots that can be redeemed for Rewards. Participation in a Clan is completely optional and does not affect the base Game. Promotion Participants without a verified Newton account will not be able to participate in the Clan function.

The following mechanics will apply to Clans:

* Promotion Participants may, but are not required to, participate in a Clan.
* Promotion Participants can start their own Clan in the Game, or they may join the Clan of another Promotion Participant by requesting to join that Clan
* Each Clan will have a Clan leader, who can approve additions and removals of individual Clan members.
* Each Clan will be limited to a maximum of 16 Promotion Participants.
* Each Clan member, including the Clan leader, can leave a Clan at any time.
* If the Clan leader leaves, the next-longest standing Clan member will become that Clan’s leader.

Clan Loot and Multiplier Calculations

In order for Clan members to earn Clan Loot, Promotion Participants must be part of a Clan that consists of at least two Promotion Participants. .Where a Clan has a least two Promotion Participants, then members of that Clan are eligible to earn Clan Loot as follows:

* Clan Loot is issued and calculated using a “multiplier” that is based on the number of “checked-in” Clan members in the Clan during each Block Period, which is calculated as 2.5% for each “checked-in” Clan member, up to a maximum of 40% (i.e., 16 Clan members x 2.5% each).
* A Clan member is considered Checked In if they have taken the action of Generating Energy during the Block Period (see above under “Counts and Energy”).
* The “multiplier” is applied to each Clan member’s base Loot levels and Clan Loot will be calculated and issued based on the applicable multiplier for each Clan member, such that the multiplier total value is based on how many Clan members are “checked-in” during the Rewards period.
* The Clan Loot issued from the effects of the multiplier are separate from the Loot issued as part of the base Game, and Clan Loot will have a separate rewards pool from that of the base Game.
* For clarity, a Clan with only one Clan member will not be eligible for any “multiplier” and will, therefore, not generate any Clan Loot.
* Once Clan Loots are "Claimed" by the Promotion Participant manually for a Reward, they are deducted from the Participant's Clan Loots balance automatically.
* A Promotion Participant may only claim their entire Clan Loots points balance, not portions of their Clan Loots points balance.

As Promotion Participants without a verified Newton account will not be able to participate in the Clan function, such Promotion Participants are also not eligible for any Clan “multipliers” described above.

Newton Records Conclusive

All Promotion Participants acknowledge and agree that Newton's records of any in-Game actions, interactions, operations, in-Game status (including whether a Promotion Participant is “active” or “checked-in”), Counts, Loots, Clan Loots, or Rewards will be conclusive and binding on the Participant in relation to the matters or facts therein stated and in respect to all matters involved in the administration of the Game. By participating in the Game, all Promotion Participants agree that these records will be admissible in any court or tribunal, or in any actions, proceedings, or disputes between Newton and the Participant, as evidence of the facts and matters recorded in them.

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