The information set forth in this “Legal
Considerations, Risks and Disclaimer” section may not be exhaustive and does
not imply any elements of a contractual relationship. While we make every
reasonable effort to ensure that all information: (i) in this White Paper; and
(ii) available on the Website (all the information in the White Paper and all
information available on the Website hereinafter referred to as the “Available
Information”) is accurate and up to date, such material in no way constitutes
professional advice. The Company neither guarantees nor accepts responsibility
for the accuracy, reliability, current state (as of this White Paper) or
completeness of the Available Information. Individuals intending to participate
in the Token Sale should seek independent professional advice prior to acting
on any of the Available Information.
LEGAL CONSIDERTIONS The Company has
approached the Token Sale in a responsible and sensible manner. Given the
uncertain and largely unregulated status of distributed ledger technologies,
businesses and activities as well as cryptocurrencies and
cryptocurrency-related businesses and activities, the Company has spent a
significant amount of time and resources to consider its business approach and where
it proposes to operate now and in the future. The Company has worked with [name
professional advisors] advisors in [insert jurisdiction(s)] and with Hassans
International Law Firm, Gibraltar’s leading law firm. The Financial Services
Commission of Gibraltar has on 12th October 2017 published a draft of the
principled-based regulations which relate to the use of distributed ledger
technology for storing and transmitting value belonging to others, and which
regulations come into effect on 1st January 2018. The Company will look to
comply with all Gibraltar regulations and regulations of other jurisdictions
that it is required to. However, due to the current uncertain state of
regulation across the world, the Company cannot guarantee the legality of the Company’s
business platform and/or its ability to develop, structure and licence any
future Token functionality in every jurisdiction but the Company will strive to
be responsive and compliant in the face of any regulatory inquiry. The Tokens
are functional utility tokens designed for the Company’s business platform. The
Tokens are not securities. In the event that you purchase Tokens, your purchase
cannot be refunded or exchanged. The Company does not recommend purchasing
Tokens for speculative investment purposes. Tokens do not entitle you to any
equity, governance, voting or similar right or entitlement in the Company or in
any of its affiliated companies. Tokens are sold as digital assets, similar to
downloadable software, digital music and the like. The Company does not
recommend that you purchase Tokens unless you have prior experience with
cryptographic tokens, blockchain-based software and distributed ledger
technology and unless you have taken independent professional advice.
REGIONAL RESTRICTIONS Citizens, nationals,
residents (tax or otherwise) and/or green card holders of each of: (i) the
United States of America; (ii) North korea; (iii) South Korea; or (iv) any
other jurisdiction which prohibits the possession, dissemination or
communication of the Available Information and/or prohibits participation in
the Token Sale or the purchase of Tokens or any such similar activity
(collectively the “Restricted Jurisdictions”) or any other Restricted Persons
are not permitted to participate in the Token Sale. The term “Restricted
Persons” refers to any firm, company, partnership, trust, corporation, entity,
government, state or agency of a state or any other incorporated or
unincorporated body or association, association or partnership (whether or not
having separate legal personality) that is established and/or lawfully existing
under the laws of a Restricted Jurisdiction (including in the case of United
States of America, under the federal laws of the United States of America or
under the laws of any of its States). The Company’s tokens described in this
White Paper (the “Tokens”) are not intended to constitute, and shall not
constitute, securities in any jurisdiction. This White Paper does not
constitute a prospectus or offer document of any sort and the Available
Information is not intended to constitute an offer of securities or a
solicitation for investment in securities in any jurisdiction. The Company does
not provide any opinion or any advice to purchase, sell, or otherwise transact
with Tokens and the presentation, publication or communication of all or any
part of the Available Information shall not form the basis of, or be relied
upon in connection with, any contract or investment decision.
NO ADVICE No part of the Available
Information should be considered to be business, legal, financial or tax advice
regarding the Company, the Tokens, the Token Sale or any of the matters to
which all or any part of the Available Information relates. You should consult
your own legal, financial, tax or other professional advisor regarding the
Available Information. You should be aware that you may be required to bear the
financial risk of any purchase of Tokens for an indefinite period of time.
LIMITATION OF LIABILITY In no event shall
the Company or any current or former employees, officers, directors, partners,
trustees, representative, agents, advisors, contractors, or volunteers of the
Company (hereinafter the “Company Representatives”) be liable for: (i) any loss
of profits, lost savings or incidental, indirect, special or consequential
damages, arising out of your use or inability to use the services or products
or Tokens offered by the Company or the breach of any of these Terms by you or
by any third party; (ii) any security risk such as hacker attacks, loss of password,
loss of private key, or similar; (iii) mistakes or errors in code, text, or
images involved in the Token Sale or in any of the Available Information; or
(iv) any information contained in the Available Information or any expectation
promise representation or warranty arising (or purportedly arising) therefrom;
(v) any losses resulting from the volatility in pricing of Tokens in any
countries and on any exchange or market (regulated, unregulated, primary,
secondary or otherwise); (vi) any losses or damages arising out of or in
connection with the purchase, use, sale or otherwise of the Tokens; or (vii)
arising out of or in any way connected to your failure to properly secure any
private key to a wallet containing Tokens, (collectively, the “Excluded Liability
Matters”). The Available Information (including the Website and the White
Paper) and the Tokens are provided on an “as is” basis and without any
warranties of any kind, either expressed or implied. You assume all
responsibility and risk with respect to your use of the Available Information
and purchasing of any amount of Tokens and their use. If applicable law does
not allow all or any part of the above limitation of liability to apply to you,
the limitations will apply to you only to the maximum extent permitted by
applicable law.
The Available Information (including the
Website and the White Paper) and the Tokens are provided on an “as is” basis
and without any warranties of any kind, either expressed or implied. You assume
all responsibility and risk with respect to your use of the Available
Information and purchasing of any amount of Tokens and their use. If applicable
law does not allow all or any part of the above limitation of liability to
apply to you, the limitations will apply to you only to the maximum extent
permitted by applicable law. To the maximum extent permitted by applicable law,
you hereby irrevocably and unconditionally waive: (i) all and any claims
(whether actual or contingent and whether as an employee, office holder,
trustee or in any other capacity whatsoever or howsoever arising) including,
without limitation, claims for or relating to the Excluded Liability Matters,
any payment or repayment of monies, indemnity or otherwise that you may have
against the Company or against any of the Company Representatives; and (ii)
release and discharge the Company and all of the Company Representatives from
any and all liability (of whatsoever nature or howsoever arising) it or they
may have to you. If for any reason you hereafter bring or commence any action
or legal proceeding in respect of any claim purported to be released and
discharged pursuant to this paragraph or these Terms, or otherwise attempt to
pursue any such claim against the Company or any Company Representative then
you hereby irrevocably and unconditionally undertake to indemnify, and keep
indemnified the Company and all Company Representatives fully on demand from
and against: (a) all liabilities or losses suffered by the Company or any
Company Representative; and (b) all reasonable costs, charges and reasonable
expenses (including without limitation reasonable legal costs and expenses)
reasonably and properly incurred by the Company or any Company Representative,
in each case by reason of or in connection with the bringing or commencement of
such action or pursuit of such claim by you. If any provision or part-provision
of this “Legal Considerations, Risks and Disclaimer” section is or becomes
invalid, illegal or unenforceable, it shall be deemed modified to the minimum
extent necessary to make it valid, legal and enforceable. If such modification
is not possible, the relevant provision or part-provision shall be deemed
deleted. Any modification to or deletion of a provision or part-provision under
this “Legal Considerations, Risks and Disclaimer” section shall not affect the
validity and enforceability of the rest of this “Legal Considerations, Risks
and Disclaimer” section.
NO REPRESENTATION & WARRANTIES The
Company does not make or purport to make, and hereby disclaims, any
representation, warranty or undertaking in any form whatsoever to any entity or
person, including any representation, warranty or undertaking in relation to
the truth, accuracy and completeness of any of the information set out in the
Available Information.
REPRESENTATION & WARRANTIES BY YOU By
howsoever accessing and/or accepting possession or communication of all or any
part of the Available Information, you represent and warrant (and shall be
deemed to represent and warrant) to the Company on the date of such access or
on the latest date on which you retain possession of all or any part of the
Available Information as follows: (a) you are over 18 (eighteen) years of age;
(b) you agree and acknowledge that the Tokens do not constitute securities in
any form in any jurisdiction; (c) you agree and acknowledge that the Available
Information (including the White Paper and the Website) does not constitute a
prospectus or offer document of any sort and is not intended to constitute an
offer of securities n any jurisdiction or a solicitation for investment in
securities and you are not bound to enter into any contract or binding legal
commitment and no cryptocurrency or other form of payment is to be accepted on
the basis of the Available Information; (d) you agree and acknowledge that no
regulatory authority has examined or approved of the Available Information, no
action has been or will be taken under the laws, regulatory requirements or
rules of any jurisdiction and the publication, distribution or dissemination of
all or any part of the Available Information to you does not imply that the
applicable laws, regulatory requirements or rules have been complied with; (e)
you agree and acknowledge that the Available Information, the undertaking
and/or the completion of the Token Sale, or future trading of the Tokens on any
exchange or market (regulated, unregulated, primary, secondary or otherwise),
shall not be construed, interpreted or deemed by you as an indication of the
merits of the Company, the Tokens, the Token Sale or the Available Information;
(f) the distribution or dissemination of the Available Information any part
thereof or any copy thereof, or acceptance of the same by you, is not
prohibited or restricted by the applicable laws, regulations or rules in your
jurisdiction, and where any restrictions in relation to possession are
applicable, you have observed and complied with all such restrictions at your
own expense and without liability to the Company; (g) you agree and acknowledge
that in the case where you wish to purchase any Tokens, the Tokens are not to
be construed, interpreted, classified or treated as: (i) any kind of currency
or commodity; (ii) debentures, stocks or shares issued by any person or entity
(whether the Company or otherwise); (iii) rights, options or derivatives in
respect of such debentures, stocks or shares; (iv) rights under a contract for
differences or under any other contract the purpose or pretended purpose of
which is to secure a profit or avoid a loss; (v) units in a collective
investment scheme; (vi) units in a business trust; (vii) derivatives of units
in a business trust; (viii) any other security or class of securities; or (ix)
any type of investment (as such term is defined by the Financial Services
(Investments and Fiduciary Services) Act 1989-47 of Gibraltar (as amended or
re-enacted from time to time) or as such term might be construed under similar
legislation in any other part of the world); (h) you are fully aware of and
understand that you are not eligible to purchase any Tokens or access the
Available Information if you are a citizen, national, resident (tax or
otherwise) and/or green card holder of a Restricted Jurisdiction or if you are
a Restricted Person; (i) you have a basic degree of understanding of the operation,
functionality, usage, storage, transmission mechanisms and other material
characteristics of cryptocurrencies, blockchain-based software systems,
cryptocurrency wallets or other related token storage mechanisms, blockchain
technology and smart contract technology; (j) you are fully aware and
understand that in the case where you wish to purchase any Tokens, there are
risks associated with: (A) the Company and its business and operations; (B) the
Tokens; (C) the Token Sale; and (D) relying or acting on all or any part of the
Available Information; (k) you agree and acknowledge that the Company is not
liable for any indirect, special, incidental, consequential or other losses of
any kind, in tort, contract or otherwise (including but not limited to loss of
revenue, income or profits, or loss of use or data, or loss of reputation, or
loss of any economic or other opportunity of whatsoever nature or howsoever
arising), arising out of or in connection with any acceptance of or reliance on
the Available Information or any part thereof by you; and (l) all of the above
representations and warranties are true, complete, accurate and not misleading
from the time of your last access to and/or possession of (as the case may be)
the Available Information.
CAUTIONARY NOTE ON FORWARD-LOOKING
STATEMENTS All statements contained in the Available Information, statements
made in any press releases or in any place accessible by the public and oral
statements that may be made by the Company or the Company Representatives (as the
case may be), that are not statements of historical fact, constitute “forward
looking statements”. Some of these statements can be identified by
forward-looking terms such as “aim”, “target”, “anticipate”, “believe”,
“could”, “estimate”, “expect”, “if”, “intend”, “may”, “plan”, “possible”,
“probable”, “project”, “should”, “would”, “will” or other similar terms.
However, these terms are not the exclusive means of identifying forwardlooking
statements. All statements regarding the Company’s financial position, business
strategies, plans and prospects and the future prospects of the industry which
the Company is in are forward-looking statements. These forward-looking
statements, including but not limited to statements as to the Company’s revenue
profitability and growth, expected revenue profitability and growth, prospects,
future plans, other expected industry trends and other matters discussed in the
Available Information regarding the Company are matters that are not historic
facts, but only estimations and predictions. The Company makes no
representation or warrant on having made any predictions or estimates or
expectations on the basis of any formula, any mathematical or scientific
modelling or forecast, or having made any due and proper enquiries or having
undertaken any independent research or studies or otherwise. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual future results, performance or
achievements of the Company to be materially different from any future results,
performance or achievements expected, expressed or implied by such
forwardlooking statements. These factors include, amongst others: (a) changes
in political, social, economic and stock or cryptocurrency market conditions,
and the regulatory environment in the countries in which the Company conducts
its business and operations; (b) the risk that the Company may be unable or
execute or implement its business strategies and future plans; (c) changes in
interest rates and exchange rates of fiat currencies and cryptocurrencies; (d)
changes in the anticipated growth strategies and expected internal growth of
the Company; (e) changes in the availability and fees payable to the Company in
connection with its business and operations; (f) changes in the availability
and salaries of employees who are required by the Company to operate its
business and operations; (g) changes in preferences of customers of the
Company; (h) changes in competitive conditions under which the Company
operates, and the ability of the Company to compete under such conditions; (i)
changes in the future capital needs of the Company and the availability of
financing and capital to fund such needs; (j) war or acts of international or
domestic terrorism; (k) occurrences of catastrophic events, natural disasters
and acts of God that affect the businesses and/or operations of the Company;
(l) other factors beyond the exclusive control of the Company; and (m) any risk
and uncertainties associated with the Company and its business and operations,
the Tokens, the Token Sale and reliance on all or any part of the Available
Information. All forward-looking statements made by or attributable to the
Company or Company Representatives are expressly qualified in their entirety by
such factors. Given that risks and uncertainties that may cause the actual
future results, performance or achievements of the Company to be materially
different from that expected, expressed or implied by the forward-looking
statements in the Available Information, undue reliance must not be placed on
these statements.
These forward-looking statements are
applicable only as of the later of the date of publication of the White Paper
and the latest date that the Website has been updated. Neither the Company nor
the Company Representatives nor any other person represents, warrants and/or
undertakes that the actual future results, performance or achievements of the
Company will be as discussed in those forward-looking statements. The actual
results, performance or achievements of the Company may differ materially from
those anticipated in these forward-looking statements. Nothing contained in the
Available Information is or may be relied upon as a promise, representation or
undertaking as to the future performance or policies of the Company. Further,
the Company disclaims any responsibility to update any of those forward-looking
statements or publicly announce any revisions to those forward-looking
statements to reflect future developments, events or circumstances, even if new
information becomes available or other events occur in the future.
RISK FACTORS You should carefully consider
and evaluate each of the following risk factors and all other information
contained in these Terms before deciding to participate in the Token Sale. To
the best of the Company’s knowledge and belief, all risk factors which are
material to you in making an informed judgment to participate in the Token Sale
have been set out below. If any of the following considerations, uncertainties
or material risks develops into actual events, the business, financial position
and/or results of operations of the Company and the maintenance and level of
usage of the Tokens could be materially and adversely affected. In such cases,
the trading price of Tokens (in the case where they are listed on an exchange
or market (regulated, unregulated, primary, secondary or otherwise)) could
decline due to any of these considerations, uncertainties or material risks,
and you may lose all or part of your Tokens or the economic value thereof.
Future sales or issuance of the Tokens
could materially and adversely affect the market price of Tokens. Any future
sale or issuance of the Tokens would increase the supply of Tokens in the
market and this may result in a downward price pressure on the Token. The sale
or distribution of a significant number of Tokens outside of the Token Sale
(including but not limited to the sales of Tokens undertaken after the
completion of the initial crowdsale, issuance of Tokens to persons other than
purchasers for purposes of community initiatives, business development,
academic research, education and market expansion and issuance of Tokens as a
reward to users of the Company’s business platform or otherwise), or the
perception that such further sales or issuance may occur, could adversely
affect the trading price of the Tokens.
Negative publicity may materially and
adversely affect the price of the Tokens. Negative publicity involving the
Company, the Company’s business platform, the Tokens or any of the key
personnel of the Company and/or regulation of distributed ledger technologies,
cryptocurrencies and/or crowdsales of tokens in any jurisdiction, may
materially and adversely affect the market perception or market price of the
Tokens, whether or not it is justified.
The Company may not be able to pay any
anticipated rewards in the future. There is no assurance that there will be
sufficient engagement in the Company’s business platform such that you will
receive any rewards anticipated to be distributed to active users of the
Company’s business platform. Further, even in the event there is substantial
engagement and interactions among the users of the Company’s business platform,
there is no assurance you personally will receive any part of the rewards. This
is because the ability of the Company to pay any reward to you will depend on
the future results of operations and the future business and financial
condition of the Company, and there is no assurance of the future results of
operations and the future business and financial condition of the Company.
There is no assurance of any success of the
Company’s business platform or any future Token functionality. The value of,
and demand for, the Tokens hinges heavily on the performance of the Company’s
business platform and the continuous active engagement of its users and success
of its contemplated business lines. There is no assurance that the Company’s
business platform will gain or continue to gain traction. Furthermore, there is
no assurance that any future Token functionality will be realised. While the
Company has made every effort to provide a realistic estimate, there is also no
assurance that the cryptocurrencies raised in the Token Sale will be sufficient
for the development of the Company’s business platform and/or for the proper
development, structuring and licensing of the anticipated future Token
functionality. For the foregoing or any other reason, the development of the
Company’s business platform and launch of the anticipated Token functionality
may not be completed and there is no assurance that it will be launched at all.
As such, distributed Tokens may hold little worth or value and this would
impact its trading price.
The trading price of the Tokens may fluctuate
following the Token Sale. The prices of cryptographic tokens in general tend to
be relatively volatile, and can fluctuate significantly over short periods of
time. The demand for, and the corresponding market price of, the Tokens may
fluctuate significantly and rapidly in response to, among others, the following
factors, some of which are beyond the control of the Company: (a) new technical
innovations; (b) analysts’ speculations, recommendations, perception or
estimates of the Token’s market price or the Company’s financial and business
performance; (c) changes in market valuations and token prices of entities with
businesses similar to that of the Company that may be listed on the same
cryptocurrency exchanges or markets as the Tokens;
d) announcements by the Company of
significant events, for example partnerships, sponsorships or new product
developments; (e) fluctuations in market prices and trading volume of
cryptocurrencies on cryptocurrency exchanges or markets; (f) additions or
departures of key personnel of the Company; (g) success or failure of the
Company’s management in implementing business and growth strategies; and/or (h)
changes in conditions affecting the blockchain or financial technology
industry, the general economic conditions or market sentiments, or other events
or factors. The funds raised in the Token Sale are exposed to risks of theft.
The Company will make every effort to ensure that the funds received from the
Token Sale will be securely held in an escrow wallet, which is a multi-signature
address with access thereto by private keys held by reputable and trusted
parties. Further, the Company may make every effort to ensure that the funds
received by it from Token Sale will be securely held through the implementation
of security measures. Notwithstanding such security measures, there is no
assurance that there will be no theft of the cryptocurrencies as a result of
hacks, sophisticated cyber-attacks, distributed denials of service or errors,
vulnerabilities or defects on the Token Sale website, in the smart contract(s)
on which [the escrow wallet and] the Token Sale relies, on the Ethereum
blockchain or any other blockchain, or otherwise. Such events may include, for
example, flaws in programming or source code leading to exploitation or abuse
thereof. In such event, even if the Token Sale is completed, the Company may
not be able to receive the cryptocurrencies raised and the Company may not be
able to use such funds for the development of the Company’s business platform
and/or for launching any future Token functionality. In such case, the launch
of the Company’s business platform and the structuring and licensing of any
future Token functionality might be temporarily or permanently curtailed. As
such, distributed Tokens may hold little worth or value and this would impact
their trading price.
RISKS RELATING TO THE ESCROW WALLET [The
private keys to the escrow wallet may be compromised and the cryptocurrencies
may not be able to be disbursed. The escrow wallet is designed to be secure.
Each of the holders of the three (3) private keys to the escrow wallet will use
all reasonable efforts to safeguard their respective keys, but in the unlikely
event that any two (2) of the three (3) keys to the escrow wallet are, for any
reason whatsoever, lost, destroyed or otherwise compromised, the funds held by
the escrow wallet may not be able to be retrieved and disbursed, and may be
permanently unrecoverable. In such event, even if the Token Sale is successful,
the Company will not be able to receive the funds raised and the Company will
not be able to use such funds for the development of the Company’s business
platform [or the development of any future Token functionality]. As such,
distributed Tokens may hold little worth or value and this would impact their
trading price.]
RISKS RELATING TO THE COMPANY The Company’s
business platform. Any events or circumstances which adversely affect the
Company or any of its successor or affiliated operating entities may have a
corresponding adverse effect on the Company’s business platform and/or on any
future Token functionality, including but not limited to the development,
structuring and launch of the Company’s business platform and of any future
Token functionality. Such adverse effects would correspondingly have an impact
on the utility, liquidity, and the trading price of the Tokens. The Company may
be materially and adversely affected if it fails to effectively manage its
operations as its business develops and evolves, which would have a direct impact
on its ability to maintain or operate the Company’s business platform and/or
develop, structure and/or licence any future Token functionality. The financial
technology and cryptocurrency industries in which the Company competes have
grown rapidly over the past few years and continue to evolve in response to new
technological advances, changing business models, shifting regulations and
other factors. As a result of this constantly changing environment, the Company
may face operational difficulties in adjusting to the changes, and the
sustainability of the Company will depend on its ability to manage its
operations, ensure that it hires qualified and competent employees, and
provides proper training for its personnel. As its business evolves, the Company
must also expand and adapt its operational infrastructure. The Company’s
business will in part rely on its blockchain-based software systems,
cryptocurrency wallets or other related token storage mechanisms, blockchain
technology and smart contract technology. All of these systems, tools, and
skillsets represent complex, costly, and rapidly changing technical
infrastructure. In order to demonstrate continued ability to effectively manage
technical support infrastructure for the Company’s business platform, the
Company will need to continue to upgrade and improve its data systems and other
operational systems, procedures, and controls. These upgrades and improvements
will require a dedication of resources and are likely to be complex and
increasingly rely on hosted computer services from third parties that the
Company does not or will not control. If the Company is unable to adapt its
systems and organisation n a timely, efficient, and cost-effective manner to
accommodate changing circumstances, its business, financial condition and/or
results of operations may be adversely affected. If the third parties whom the
Company relies on are subject to a security breach or otherwise suffer
disruptions that impact the services the Company uses, the integrity and availability
of its internal information could be compromised, which may consequently cause
the loss of confidential or proprietary information and/or economic loss. The
loss of financial, labour or other resources, and any other adverse effect on
the Company’s business, financial condition and/or operations, would have a
direct adverse effect on the Company’s ability to maintain or operate the
Company’s business platform and/or to develop, structure and/or license the
anticipated future Token functionality. Any adverse effects affecting the
Company business or technology are likely to also adversely impact the utility,
liquidity, and trading price of the Tokens. The Company may experience system
failures, unplanned interruptions in its network or services, hardware or
software defects, security breaches or other causes that could adversely affect
the Company’s infrastructure network, and/or the Company’s business platform.
The Company is not able to anticipate when there would be occurrences of hacks,
cyber-attacks, distributed denials of service or errors, vulnerabilities or
defects in: the Company’s business platform, in the smart contracts on which
the Company or the Company’s business platform relies, or on the Ethereum or
any other blockchain. Such events may include, for example, flaws in
programming or source code leading to exploitation or abuse thereof. The
Company may not be able to detect such hacks, cyber-attacks, distributed
denials of service errors vulnerabilities or defects in a timely manner, and may
not have sufficient resources to efficiently cope with multiple service
incidents happening simultaneously or in rapid succession. The Company’s
network or services, which would include the Company’s business platform and,
if successfully structured, developed, licensed and launched, the future Token
functionality, could be disrupted by numerous events, including natural
disasters, equipment breakdown, network connectivity downtime, power losses, or
even intentional disruptions of its services, such as disruptions caused by
software viruses or attacks by unauthorized users, some of which are beyond the
Company’s control. There can be no assurance that cyber-attacks, such as
distributed denials of service, will not be attempted in the future or that the
Company’s security measures will be effective. The Company may be prone to
attacks on its infrastructure intended to steal information about its
technology, financial data or user information or take other actions that would
be damaging to the Company and/or holders of the Tokens. Any significant breach
of the Company’s security measures or other disruptions resulting in a
compromise of the usability, stability, and security of the Company’s business
platform may adversely affect the utility, liquidity and/or trading price of
the Tokens.
The Company may in the future be dependent
in part on the location and data centre facilities of third parties. The
Company’s future infrastructure network may be established in whole or in part
through servers which it owns and/or houses at the location facilities of third
parties, and/or servers that it rents at data centre facilities of third
parties. If the Company is unable to renew its data facility leases on
commercially reasonable terms or at all, the Company may be required to
transfer its servers to a new data centre facility, and may incur significant
costs and possible service interruption in connection with the relocation.
These facilities are also vulnerable to damage or interruption from, among
others, natural disasters, arson, terrorist attacks, power losses, and
telecommunication failures. Additionally, the third-party providers of such
facilities may suffer a breach of security as a result of third-party action,
employee error, malfeasance or otherwise, and a third party may obtain
unauthorised access to the data in such servers. The Company and the providers
of such facilities may be unable to anticipate these techniques or to implement
adequate preventive measures. General global market and economic conditions may
have an adverse impact on the Company’s operating performance, results of
operations and/or cash flows. The Company could continue to be affected by
general global economic and market conditions. Challenging economic conditions
worldwide have from time to time, contributed, and may continue to contribute,
to slowdowns in the information technology industry at large. Weakness in the
economy could have a negative effect on the Company’s business, operations and
financial condition, including decreases in revenue and operating cash flows,
and inability to attract future equity and/or debt financing on commercially
reasonable terms. Additionally, in a down-cycle economic environment, the
Company may experience the negative effects of a slowdown in trading and usage
of the Company’s business platform and may delay or cancel the development,
structuring, licensing and/or launch of the anticipated Token functionality.
Suppliers on which the Company relies for servers, bandwidth, location and
other services could also be negatively impacted by economic conditions that,
in turn, could have a negative impact on the Company’s operations or expenses.
There can be no assurance, therefore, that current economic conditions or
worsening economic conditions or a prolonged or recurring recession will not
have a significant, adverse impact on the Company’s business, financial
condition and results of operations, and hence, the Company’s business platform
and/or the ability to develop, structure, license and/or launch any future
Token functionality. Any such circumstances would then correspondingly
negatively impact the utility, liquidity, and/or trading price of the Tokens.
The Company or the Tokens may be affected
by newly implemented regulations. Distributed ledger technologies, businesses
and activities as well as cryptocurrencies and cryptocurrency-related
businesses and activities are generally unregulated worldwide, but numerous
regulatory authorities across jurisdictions have been outspoken about
considering the implementation of regulatory regimes which govern distributed
ledger technologies, businesses and activities as well as cryptocurrencies and
cryptocurrency-related businesses and activities. The Company or the Tokens may
be affected by newly implemented regulations relating to distributed ledger
technologies, businesses and activities as well as cryptocurrencies and
cryptocurrency-related businesses and activities, including having to take
measures to comply with such regulations, or having to deal with queries, notices,
requests or enforcement actions by regulatory authorities, which may come at a
substantial cost and may also require substantial modifications to the
Company’s business platform and/or the anticipated Token functionality. This
may impact the appeal or practicality or functionality of the Company’s
business platform and/or the anticipated Token functionality for users and
result in decreased usage of and demand for the Company’s business platform and
the Tokens. Further, should the costs (financial or otherwise) of complying
with such newly implemented regulations exceed a certain threshold, maintaining
the Company’s business platform and/or developing, structuring, licensing
and/or launching the future Token functionality may no longer be commercially
viable, and the Company may opt to discontinue the Company’s business platform,
the anticipated future Token functionality, and/or the Tokens. Further, it is
difficult to predict how or whether governments or regulatory authorities may
implement any changes to laws and regulations affecting distributed ledger
technology and its applications, including the Company’s business platform, the
anticipated future Token functionality, and/or the Tokens. The Company may also
have to cease operations in a jurisdiction that makes it illegal to operate in
such jurisdiction, or make it commercially unviable or undesirable to obtain
the necessary regulatory approval(s) to operate in such jurisdiction. In
scenarios such as the foregoing, the utility, liquidity, and/or trading price
of Tokens will be adversely affected and/or Tokens may cease to be traded.
There may be unanticipated risks arising
from the Tokens. Cryptographic tokens such as the Tokens are a relatively new
and dynamic technology. In addition to the risks included in the above
discussion of risk factors, there are other risks associated with your
purchase, holding, and use of the Tokens, including those that the Company
cannot anticipate. Such risks may further appear as unanticipated variations or
combinations of the risks discussed above.
PRIVACY POLICY By purchasing Tokens, you
agree to your personal data, (i.e., your e-mail address, name, address and
other details personal to you) being processed by the Company for its business
purposes or the purposes of building, promoting, and communicating (about) the
Company’s business platform and the Tokens. The Company agrees to keep your
email address and other personal data private and not share it with the public
(e.g., by including it on any external lists or selling to any third parties).
DISCLAIMER The presentation of the
Available Information is solely for informational purposes. Anyone interested
in purchasing Tokens and participating in the Token Sale should consider the
various risks prior to making any kind of decision in respect of the Token
Sale. The Available Information does not comprise any advice by the Company or
by the Company Representatives, or any recommendation to any recipient of the
Available Information, by the virtue of any participation in the Token Sale or
otherwise. The Available Information does not necessarily identify, or claim to
identify, all the risk factors connected with the Company, the Company’s
business platform, the Tokens, the Token Sale, any future Token functionality
or the Available Information. All the participants must make their own
independent evaluation, after making such investigations as they consider
essential, of the merits of participating in the Token Sale and after taking
their own independent professional advice. Any participant in the Token Sale
should check with and rely upon their own investment, accounting, legal and tax
representatives and consultants in respect of such matters concerning the
Company, the Company’s business platform, the Tokens, the Token Sale, any
future Token functionality and the Available Information and to assess
separately the financial risks, consequences and appropriateness of the
purchase of Tokens, or if in any doubt about the facts set out in the Available
Information. A purchase of Tokens comprises considerable risk and might involve
extraordinary risks that may lead to a loss of all or a significant portion of
monies or monetary value utilised to acquire Tokens. Participants in the Token
Sale are urged to completely understand, be aware of and accept the
characteristics of the Company, the Company’s business platform, the Tokens,
the Token Sale, any future Token functionality and the Available Information.
If you are not prepared to accept any or all of these Terms or the risks set
out in these Terms then you are urged not to participate in the Token Sale. No
guarantee or assurance is given by the Company or by the Company
Representatives that the Company’s proposals, objectives and/or outcomes set
out in the Available Information will be achieved in whole or in part. You are
urged to consider whether participation in the Token Sale is suitable for you
having regard to your personal and financial circumstances and your financial
resources.
RESTRICTIONS ON DISTRIBUTION AND DISSEMINATION
OF THE AVAILABLE INFORMATION The distribution or dissemination howsoever of all
or any part of the Available Information may be prohibited or restricted by the
laws, regulatory requirements and rules of certain jurisdictions. In the case
where any such restriction applies, you are responsible for informing yourself
in respect of the same and for observing any such restrictions which are
applicable to your possession and/or dissemination of all or any part of the
Available Information at your own expense and without liability to the Company.
Persons to whom a copy of all or any part of the Available Information has been
distributed or disseminated, provided access to or who otherwise have all or
any part of the Available Information in their possession shall not circulate
it to any other persons, reproduce or otherwise distribute any information
contained herein for any purpose whatsoever nor permit or cause the same to
occur.
NO OFFER OF SECURITIES OR REGISTRATION This
Whitepaper does not constitute a prospectus or offer document of any sort and
is not intended to constitute an offer of securities or a solicitation for
investment in securities in any jurisdiction. No person is bound to enter into
any contract or binding legal commitment and no cryptocurrency or other form of
payment is to be accepted on the basis of all or any part of the Available
Information. Any agreement in relation to any sale and purchase of Tokens is to
be governed by the terms and conditions of such agreement and no other document.
In the event of any inconsistencies between the terms and conditions of that
agreement and the Available Information, those terms and conditions shall
prevail. You are not eligible to purchase any Tokens in the Token Sale if you
are a citizen, resident (tax or otherwise) or green card holder of a Restricted
Jurisdiction or you are a Restricted Person. No regulatory authority has
examined or approved of any of the Available Information. No such action has
been or will be taken under the laws, regulatory requirements or rules of any
jurisdiction. The publication, distribution or dissemination of the Available
Information does not imply that the applicable laws, regulatory requirements or
rules have been complied with.