Disrupt NFT

Disrupt NFT #1 image

Overview

The Diode Foundation’s mission is to disrupt the $7B secure communication market with the Diode Network – an open and permissionless secure communication DePIN that delivers secure communication for the cost of commodity bandwidth.

The Diode Foundation has issued a limited mint “Disrupt NFT” (8,500 NFTs) for backers of the Diode Network’s disruption trajectory.

Yield and Value

NFT holders receive a quarterly yield based in proportion to the commercial traction of the project, and can liquidate the NFT for 20 DIODE (following a 3 month holding period).

See here for yields per numbered NFT.

Who is eligible?

Only those residing in regions where the NFT terms are legal may acquire the NFT. There are limited exemptions available to certain restricted regions - join the Disrupt NFT zone and contact an Admin for more information.

How to acquire

For eligible persons, the NFT can be acquired at https://diodenetwork.io/token - look for the “Disrupt NFT” card.

For detailed instructions, follow the steps shown at this link.

Terms

The Disrupt NFT program is a Diode Referral Program and is governed by the Referral Program Terms and the following terms:

Acceptance

When puchasing the NFT, by clicking “I Accept” on the purchase page for the NFT, you accept the Referral Program Terms and these terms. By proceeding with the purchase of an NFT, you acknowledge that you have read, understood, and agree to be bound by these terms and the associated risks. If you do not agree with these terms, do not proceed with the purchase.

You acknowledge and agree that you are solely responsible for evaluating the risks and merits of the transaction. You assume all financial, regulatory, and legal risks associated with the purchase, ownership, and potential resale of the NFT. This includes, but is not limited to, risks related to market volatility, technological issues, cybersecurity threats, regulatory changes, and the lack of liquidity in NFT markets. We strongly recommend consulting with financial, legal, and tax advisors before purchasing an NFT.

Further, you warrant that you are a Eligible Holder and agree to hold the Diode Foundation, Diode, and its officers and assigns harmless from and against any and all claims, damages and expenses (including reasonable attorneys’ fees and costs of litigation) by any third party resulting from any acts or omissions you may make in connection with this Agreement, your breach of this Agreement, or your misrepresentations relating to the Diode Foundation, the Diode Network, Diode, or this Agreement, regardless of the form of action.

Eligible Holders and Regulatory Compliance

Only people who reside in regions where the Disrupt NFT program complies with the relevant restrictions on digital assets in their jurisdiction, or those with a valid exemption, are eligible to hold this NFT (an “Eligible Holder”). If your region has relevant restrictions, please join the Disrupt NFT zone and chat with an Admin to explore available exemptions.

The sale of this NFT is intended to comply with applicable U.S. securities laws, including exemptions under Regulation D of the Securities Act of 1933, as amended. In the USA, this offering is limited to accredited investors, as defined under Rule 501 of Regulation D, unless otherwise specified. Buyers are responsible for ensuring their eligibility to participate in this offering and for complying with all applicable local, state, and federal laws.

Risk Warning

The purchase of Non-Fungible Tokens (NFTs) involves significant risks and is highly speculative. The value of an NFT is not guaranteed and may fluctuate widely, potentially resulting in a total loss of value. The price you pay for an NFT may not reflect its future market value, and there is no assurance that you will be able to sell or transfer the NFT at a profit, or at all. Past performance or perceived value of NFTs, cryptocurrencies, or related assets is not indicative of future results.

No Guarantees or Warranties

The Diode Foundation makes no representations or warranties regarding the authenticity, uniqueness, or future value of the NFT. The NFT is provided “as is,” and we disclaim any liability for losses or damages arising from your purchase or ownership of the NFT, to the fullest extent permitted by law.

The purchase and ownership of NFTs may have tax implications, including potential capital gains or income tax obligations. You are solely responsible for understanding and fulfilling any tax or legal obligations related to your NFT purchase. The Diode Foundation does not provide tax, legal, or financial advice.

Smart Contract Precedence

The Disrupt NFT is issue via an automated smart contract on the Moonbeam Network - where these terms differ from the smart contract’s functionality, the smart contract takes precedence.

On Chain Limited Mint

A maximum of 8,500 Disrupt NFTs will be made available from the NFT contract residing on Moonbeam at address , visible on Moonscan at address 0xe9a4aeDD9B50c0394Efc83332E98B6eB977f5ae7. Each NFT is numbered: 1 through 8,500, such number contained in the NFT metadata, the NFT image, and in the NFT contract.

Purchases and Pricing

All NFT purchases are final, and no refunds or exchanges will be provided unless explicitly stated otherwise.

Before the token unlocking date, the NFT can only be purchased for USDC. After the token unlocking date, the NFT can be purchased for the next numbered NFT price in USDC, or for 20 DIODE tokens. Each numbered NFT sells for $0.02 more than the previous NFT in USDC, starting at $15 USDC for NFT #1. For example, NFT #1 will cost $15 USDC, and NFT #8,500 will cost $184.98 USDC.

Yield

Per externally held NFT, 0.0065% of the amount of commercial subscription revenues received by Diode, a Wyoming C Corporation, will be allocated by the Diode Foundation to yield for the NFT holders. If all 8,500 NFTs are sold, this will be about 55% of the amount of Diode’s subscription revenues. A minimum quarterly yield of $2.93 USD (in DIODE tokens, per “Yield Payments” below) will be paid per NFT. Growth in monthly subscriptions above 0% will result in a higher yield.

Diode Subscription revenues are generated by subscriptions to Diode’s services based on the activities included in the Diode Whitepaper, the pricing page of the Diode Website, the Diode Terms and Conditions, and other agreements as may be negotiated with specific customers.

Yield Payments

Yield payments will be made in DIODE tokens quarterly to the wallet that owns the NFT. The DIODE token amount will be calculated based on the monthly Diode subscription revenues, in USD, at the quarter-ending DIODE token price, in USD. Any NFT that does not exist at quarter end will not earn yield, even if it existed for part of the period.

If the Diode Foundation becomes aware that a given holder is not eligible, yield payments may be witheheld from that holder.

Other Benefits

The Diode Founndation, in its sole discretion, may make other benefits available to eligible Disrupt NFT holders.

Liquidation and Secondary Sales

Except holders falling under the USA Regulation D exemption, after an initial 90 day holding period, the NFT may be liquidated in exchange for 20 DIODE tokens at any time (upon liquidation, the NFT holder’s wallet will receive 20 DIODE tokens). After liquidation, no more yield will be paid.

Holders falling under the USA Regulation D exemption are prohibited from reselling the NFTs without compliance with security laws, which at minimum require a holding period as described in Rule 144 of Regulation D.

Communications

All official communications related to the Disrupt NFT, including Yield announcements, will be made in the Disrupt NFT zone.

Term and Termination

The Diode Foundation may elect to pause or stop new NFT sales at any time. The Diode Foundation may terminate the program at any time following March 31, 2026. After program termination, NFTs will not be paid yield, but may be liquidated per these terms.