Opt-In Claim.
Parties
NeoWorlds, LLC, a Wyoming limited-liability company of 30 N. Gould St., Ste R, Sheridan, WY 82801, USA ("NeoWorlds"); and The individual completing the Claim Process ("Claimant" or "you").
1. Definitions
Term | Meaning |
---|---|
Legacy Assets | Any digital items (e.g., BUN, Plots, Plot Stories, Arena Artworks, Credits, Tickets, or other digital items) recorded and provided to NeoWorlds by ThemeWorlder Holdings, Inc. ("ThemeWorlder") on the Lootverse platform under the e-mail address supplied by the Claimant. |
Replacement Assets | $MDR tokens and replacement NFTs—Conservation Plots, Prism Art and Echoes—minted by NeoWorlds on Ethereum, plus any other assets that are part of this Claim (e.g., BUN) and any additional assets NeoWorlds may later announce. |
Claim Process | The opt-in workflow at neoworlder.com/migration (or successor URL), including account mapping and electronic acceptance of these Terms. |
Effective Claim | The first day NeoWorlds both (a) mints and reserves Replacement Assets against the Claimant's NeoWorlder Email Address in its ledger and (b) makes the Versa Wallet available for Claimants to create accounts per Section 3.3.5. An Effective Claim triggers the release in Section 4.1 but does not guarantee asset delivery unless the Claimant completes all steps in Section 3.3. If an Effective Claim is not established by December 31, 2025, see Section 5.2.2 for termination provisions. |
NeoWorlder Email Address | The email address provided by the Claimant during the Claim Process, used by NeoWorlds as the unique identifier for reserving and transferring Replacement Assets in the Claim Program and Platform registration. |
2. Hierarchy of Documents
These Terms incorporate the NeoWorlder Platform Terms of Service and Privacy Policy, as amended ("Platform Documents"). In case of conflict, these Terms control for the Claim Program.
3. Opt-In Mechanics & Timelines
3.1 Claim Deadline
Claimants must complete the Claim Process by 00:00 UTC on October 31, 2025 ("Cut-Off Date"). Submissions after this date will be rejected.
3.2 Minting and Reservation
3.2.1 Process
Upon completion of the Claim Process, NeoWorlds may, at its sole discretion, mint Replacement Assets and reserve them in its internal ledger against the Claimant's NeoWorlder Email Address. Minting and reservation may occur in interim batches during the Claim Process period or in a final reconciliation batch after the Cut-Off Date (00:00 UTC, October 31, 2025).
3.2.2 Effective Claim
An Effective Claim is established on the first day NeoWorlds both completes the minting and reservation of Replacement Assets for a Claimant and makes the Versa Wallet available per Section 3.3.5, irrevocably binding the Claimant to the release of ThemeWorlder under Section 4.1.
3.2.3 No Guarantee of Delivery
The creation of an Effective Claim does not guarantee the delivery of Replacement Assets to the Claimant. Delivery is contingent upon the Claimant's successful completion of all requirements in Section 3.3.
3.2.4 Minting of Wallet Failures
If NeoWorlds is unable to establish an Effective Claim for a Claimant by December 31, 2025, the Claim Process terminates for affected Claimants as provided in Section 5.2.2.
3.3 Platform Registration, KYC, and Asset Transfer
To receive Replacement Assets, Claimants must complete the following:
3.3.1 Platform Invitation
NeoWorlds will send the Claimant an electronic invitation to register on the NeoWorlder platform ("Platform"). Invitations are expected to begin in Q4 2025, but NeoWorlds may adjust this schedule at its discretion.
3.3.2 E-mail Consistency
Claimants must register on the Platform using the same NeoWorlder Email Address provided during the Claim Process, against which Replacement Assets are reserved. Using a different email will prevent the transfer of Replacement Assets to the Claimant's Versa Wallet, and such assets will remain in escrow per Section 3.3.7.
3.3.3 Commercial-Account Fee
Claimants must hold a Commercial Account to open a Versa Wallet. A non-refundable $10 fee applies to register a Commercial Account, which NeoWorlds may waive at its discretion.
3.3.4 Know-Your-Customer ("KYC") Verification
Claimants must complete identity verification via:
(a) Automated KYC, or
(b) White-Glove Verification.
3.3.5 Versa Wallet Creation
Once the Claimant's Commercial Account is activated and their KYC is approved, they may open a Versa Wallet by following the on-screen instructions.
3.3.6 Timing of Credits; $MDR Cap
NeoWorlds will credit Replacement Assets to the Versa Wallet by the last day of the month in which a Claimant's wallet is opened, subject to a 35,000 $MDR per account per month transfer cap. NFTs are not subject to this cap.
3.3.7 Non-Completion
If Claimants fail to complete any step in Section 3.3 after an Effective Claim is established, Replacement Assets remain in escrow under the Claimant's NeoWorlder Email Address, and NeoWorlds has no obligation to transfer, re-mint, or refund them. The release in Section 4.1 remains effective.
4. Release & Finality
4.1 Full Release of ThemeWorlder
Upon each Effective Claim the Claimant irrevocably and unconditionally releases ThemeWorlder, its officers, directors, employees, affiliates, successors and assigns, from all liabilities of any kind arising out of or relating to the Legacy Assets, to the fullest extent permitted under the laws of the State of Wyoming and the United States. This release is formalized in Annexure A, which the Claimant agrees to and which NeoWorlds may deliver to ThemeWorlder.
4.2 Transaction Finality
Upon an Effective Claim, the minting and reservation of Replacement Assets and the release under Section 4.1 are final. Assets remain in escrow until distribution to the Claimant's Versa Wallet per Section 3.3, or as provided in Section 3.3.7.
4.3 Claimant Responsibility
Claimants are solely responsible for completing steps to retrieve Replacement Assets. NeoWorlds is not liable for failures to register a Versa Wallet or take possession.
4.4 Completion of NeoWorlds obligations
Upon the earlier of (a) the crediting of the final tranche of Replacement Assets to the Claimant's Versa Wallet per Section 3.3.6, or (b) the Claimant's withdrawal of any portion of those assets from Versa, NeoWorlds' duties under these Terms are fully performed and discharged. Thereafter, NeoWorlds has no further obligation—contractual, statutory, or otherwise—to provide access to the NeoWorlder Platform, maintain functionality, or support, upgrade, or host Replacement Assets or related smart contracts.
5. Start-Up & Contingency Disclaimer
5.1 Early-Stage Status
The Claimant acknowledges that NeoWorlds is an early-stage enterprise; schedules, features, utilities and tokenomics described in these Terms or in Annexure B may change, be delayed or be cancelled. Further, regulatory, legal or technical developments outside NeoWorlds' control may materially impact or prevent minting of the Replacement Assets, Platform or Versa launch or ongoing operations.
5.2 Termination Scenarios
By 00:00 UTC on December 31, 2025:
5.2.1 Successful Launch
On the first day NeoWorlds both mints and reserves Replacement Assets against a Claimant's NeoWorlder Email Address and makes the Versa Wallet available per Section 3.3.5, establishing an Effective Claim, the transaction is final per Section 4.4, and the release in Section 4.1 is binding. Claimants must complete KYC, pay any applicable fees, and open a Versa Wallet per Section 3.3. Failure to do so does not affect the Effective Claim or release, and assets remain in escrow per Section 3.3.7.
5.2.2 Failure to Establish Effective Claim
If NeoWorlds is unable to establish an Effective Claim for a Claimant by December 31, 2025:
(a) The Claim Process terminates for affected Claimants;
(b) The release in Section 4.1 does not take effect; and
(c) NeoWorlds has no obligation to mint or deliver Replacement Assets.
6. No Warranties; Limitation of Liability
6.1 Disclaimer of Warranties
The Claim program, Replacement Assets, Versa wallet and the Platform are provided "as-is" and "as-available," without warranties of any kind, whether express, implied or statutory.
6.2 Liability Cap
To the maximum extent allowed by law, NeoWorlds' aggregate liability arising out of or relating to these Terms shall not exceed USD 100.
6.3 Exclusion of Consequential Damages
In no event is NeoWorlds liable for indirect, special, incidental, consequential or punitive damages, or for loss of profits, data, goodwill or business opportunity.
7. Taxes
The Claimant alone is responsible for all taxes, duties or assessments that may arise from the receipt, custody, use or disposition of Replacement Assets.
8. Dispute Resolution & Governing Law
8.1 Governing Law
These Terms are governed by and construed under the laws of the State of Wyoming, USA, without regard to conflict-of-laws rules.
8.2 Binding Arbitration
Any dispute, controversy or claim arising out of or relating to these Terms shall be resolved by binding arbitration in Sheridan County, Wyoming under the Commercial Arbitration Rules of the American Arbitration Association.
8.3 Class-Action Waiver
The parties waive any right to participate in a class or representative action.
9. General Terms
Entire Agreement | These Terms, Annexure A, Annexure B and the Platform Documents constitute the entire agreement for the Claim program. |
Amendments | NeoWorlds may amend these Terms by posting an updated version on neoworlder.com prior to any Effective Claim, but no later than 00:00 UTC, December 31, 2025. Claimants who continue with the Claim Process are bound by the updated Terms. |
Assignment | Claimants may not assign rights without NeoWorlds' consent. |
Severability | Invalid provisions are severed; remaining terms remain enforceable. |
Notice | Send official notices to [email protected]. |
10. Reference to Annexure B
All asset specifications, hard caps, conversion ratios, eligibility rules and gameplay mechanics are set out in Annexure B – Asset Schedule & Conversion Rules. The Claimant acknowledges that Annexure B reflects NeoWorlds' current plan and is subject to modification in accordance with Section 5.
Annexure A
RELEASE OF THEMEWORLDER HOLDINGS, INC.
Parties:
Claimant and ThemeWorlder (as defined in the Opt-In Claim Terms & Conditions)
1. Consideration
In consideration of NeoWorlds establishing an Effective Claim by minting and reserving Replacement Assets and making the Versa Wallet available in accordance with the Opt-In Claim Terms & Conditions, Claimant agrees as follows:
2. Release
Claimant irrevocably and unconditionally releases and forever discharges ThemeWorlder and its officers, directors, employees, affiliates, successors and assigns from any and all claims, demands, causes of action and liabilities of any nature (whether known or unknown, contingent or absolute) arising out of or relating to the Legacy Assets or the Lootverse platform.
Annexure B
The following reflects NeoWorlds' current plan, subject to modification per Section 5.1.
1. Scope of Replacement Assets
Upon each Effective Claim, NeoWorlds will mint and reserve—on Ethereum unless noted otherwise—the following categories of digital assets (collectively, "Replacement Assets"):
Legacy Asset | Replacement Asset | Chain | Particulars |
---|---|---|---|
Plots | Conservation Plots (NFT) | Ethereum | 3,500 (including land reserves and plots for sale.) |
Arena Artworks | Prism (NFT) | Ethereum | 344 |
Plot Stories | Echoes (NFT) | Ethereum | 4,289 historical artifacts. |
BUN | BUN (Bid Units) | Off-chain | Retains non-blockchain status. |
Credits / Tickets | $MDR (Multiverse Drawing Rights) | Ethereum | 3,000,000 inaugural supply, subject to 35,000/account/month distribution per Claimant. |
Claimant acknowledges and accepts that no other Lootverse items are eligible, including but not limited to deprecated Plot types R, S, H and F.
2. Conversion Rates
Legacy Assets convert as follows:
Lootverse Holding | Context | Conversion Rate | Replacement Asset | Notes |
---|---|---|---|---|
LTT / $LTT | Wallet balance | 1 LTT → 5 $MDR | $MDR | Applies equally to LTT held on exchange (if any). |
Credits | Wallet balance | 1 Credit → 1.19048 $MDR | $MDR | ≈ 0.84 Credit per $MDR. |
LTT (staked) | 1 LTT → 1.24215 $MDR | $MDR | ||
LTT used to buy Plots | 1 LTT → 2.5 $MDR | $MDR | Original plot benefits retained. | |
BUN | Wallet balance | 1 BUN → 1 BUN | BUN | No change. |
Arena NFT | Wallet balance | 1 Arena NFT → 1 Prism NFT | Prism NFT | — |
Plot NFT | Wallet balance | 1 Plot NFT → 1 Conservation Plot | Conservation Plot | — |
2.1 $MDR Caps
No individual Claimant Account may receive more than 7.3% of the 3,000,000 $MDR inaugural supply. First, $MDR is calculated for each Claimant based on their Legacy Assets. If the total exceeds the thresholds, excess $MDR is retired and replaced with highly prized and special NFTs in descending order: Type P (retiring 50,000 $MDR) → Type A (retiring 25,000 $MDR) → Type B (retiring 10,000 $MDR), cycling until all excess $MDR is exhausted.
2.2 Unclaimed items by the Cut-Off date are placed in a marketing pool.
3. Ineligible Parties & Forfeiture
Owners and other prohibited stakeholders of ThemeWorlder, such as ex-employees, as determined by the officers of ThemeWorlder Holdings, Inc., excluding bona fide independent advisors and curators—are barred from participating in the Claim program. NeoWorlds may also refuse any claimant at its sole discretion. Any attempted claim by an ineligible party is void ab initio.
4. Distribution Breakdown
Bucket | Units / Count | % of Category |
---|---|---|
$MDR – Team | 302 306 | 10.1 % |
$MDR – Permanently Staked | 500 000 | 16.7 % |
$MDR – Liquidity Pool | 220 000 | 7.3 % |
$MDR – Early-Adopter Pool | 1 977 694 | 65.9 % |
Conservation Plots – Reserves | 500 | 14.2 % |
Conservation Plots – For Sale | 1 784 | ~50 % |
Conservation Plots – Allocated | 1 216 | ~35.8 % |
5 Additional NFTs & In-World Assets
Echoes: 4,289 total; (in-world)
Worlds: 3,353 across five tiers (Stratos; Ether; Celestia; Nimbus; Expanse); (in-world)
Stars: 448 (in-world)
Prism: 344 NFTs.
Natural Resources: There are 8 Natural Resources.
6 Gameplay, Staking & Utility Disclosures
6.1 Prism Game
Operates only during two-year cycles (1 Jan 2026 – 31 Dec 2027; 1 Jan 2030 – …). NeoWorlder staff, contractors and affiliates are excluded from participation.
6.2 Persona Creation
Staking a Conservation Plot yields a Persona Operator License; staking $MDR yields Persona Allowances (10 allowances per 1,000 $MDR staked). Both the Persona Operator License and the Persona Allowances are expected to be tradeable on the Platform's marketplace for USDC.
6.3 Plot Improvements
Conservation-plot owners may purchase virtual buildings to attract AI residents and earn fees.
6.4 Versa Wallet & Self-Custody
All $MDRs and NFTs are credited to Versa, NeoWorlder's non-custodial wallet. From Versa, users may withdraw to any Ethereum-compatible self-custody wallet.
7 Acknowledgement & Consent
By agreeing to these Terms, Claimant accepts all conversion rates, supply caps, distribution percentages, and functional limitations (per Section 5.1), acknowledges that NeoWorlds may update Uniswap v3 liquidity rate tables closer to platform launch, waives the right to contest counts, caps, or ratios after the Effective Claim is established, and agrees that future assets announced by NeoWorlds will be subject to terms at least as protective of NeoWorlds as those herein.