Vinchain Token Sale Agreement
1. GENERAL INFORMATIONVinchain token is neither AN ASSET, NOR A SECURITY but It is a utility token. Vinchain tokens do not represent or confer any ownership right or stake, share, security, or equivalent rights. They also do not confer any right to receive dividends, other payments, intellectual property rights, or any other form of participation in or relating to the project described in this white paper and/or in Vinchain or any of its affiliates. The holders of Vinchain token are only entitled to use Vinchain products as described in this document only if it is successfully developed, or to resell the tokens. The Vinchain token itself will be based on Ethereum, a blockchain-based computing platform. Ethereum allows smart contracts – distributed computer programs which can facilitate online contractual agreements in a cryptographically secure manner. Smart contracts are what enable the existence of Vinchain token as a truly transparent and decentralized service. This technology also ensures that Vinchain removes the need for intermediaries and have a central authority you can trust, through smart contracts, the complex process of 37 choosing peers and tracking delivery. Facilitating bidding/payment can be described in the contract itself, while still running on the distributed Ethereum network and taking advantage of the blockchain qualities. Vinchain tokens are distributed and kept on the main Ethereum network. To optimize the transaction cost and performance, all micro transactions are processed offchain and only the final stakes are returned to the Ethereum network. We believe in the idea of keeping tokens on Ethereum and view them as a bank platform which is an excellent platform to enter exchange markets. The Vinchain ICO and token sale is expected to be organized in 3 waves. Such ICO model is introduced for the convenience of contributors:
Closed pre-sale: 23 November, 2017
Open pre-sale: 1 December, 2017 – 24 December, 2017
Sale Period: 22 March, 2018 - 15th April, 2018
2. ACQUISITION OF TOKENS2.1. On the terms set forth herein, you will agree to purchase and we will agree to sell Tokens. The minimal number of Tokens that can be purchased is 2000 VinChain Token. We reserve the right to refuse or cancel Tokens purchase requests at any given time during our sole discretion.
2.2. The accepted cryptocurrency for purchase of the Tokens is Ethereum.
2.3. Tokens will be created and provided to you after completion of the Sale Period in relation to the amount of collected financial resources. The general amount of Tokens created through the smart contract system, will depend on the aforementioned factor. All of the Tokens are of equal value and functionality.
2.4. The price of Tokens is nominated in Ethereum. 1 ETHEREUM = 6000 VIN tokens. After the end of the Sale Period, the amount of ETH that supports such smart contract will be converted into Tokens – through MetaMask and it will be possible to check the general amount of Tokens that you own.
2.5. Procedures of the purchase of the Tokens including the timing and pricing of the Tokens sale and our anticipated use of the Tokens sale are defined in the Whitepaper.
3. REFUND POLICY AND TOKENS BUYBACK3.1. The purpose of the ICO is to raise funds in the amount of $34.5 million. The amount is considered collected if the collection amount is at least 15% of the general aim. In case the amount of collected funds during the Sale Period would not reach the minimum target of $5 million, all submitted funds would be refunded to all participants in full (100%). The participants will pay all transaction costs if any arise. All refunds should be done within 1 (one) month after the end of the Sale Period.
4. INTELLECTUAL PROPERTY4.1. We will retain all rights, titles and interests in all of our intellectual property including inventions, discoveries, processes, marks, methods, compositions, formulae, techniques, information and data, whether or not patentable. Copyrightable or protectable in trademark and any trademarks copyrights or patents based thereon. You may not use any of our intellectual property for any reason except with our express prior written consent.
4.2. In particular we retain all intellectual property rights mostly but not limited to copyright over the source code forming Tokens. This terms shall not be understood and interpreted in a way that they would mean assignment of intellectual property rights unless it is explicitly defined so in this Agreement.
4.3. You are being granted a non-exclusive and non-transferable revocable license to access and use the Platform. Limitation to the transferability of license shall not be understood in that the users are not allowed to transfer Tokens to third parties.
4.4. You shall use the Website Platform and the Tokens strictly in accordance with the provisions of this Agreement and the respective Whitepaper. As a condition of your use of the Website Platform and Tokens you warrant to the Company that you will not use the Website Platform and Tokens for any purpose that is unlawful or prohibited by the provisions of this Agreement. You will not use the Tokens in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website Platform. You will not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided through the Website Platform and Tokens or other services provided.
4.5. All content included on the website including the Tokens, the Platform and associated products and services are such as text, graphics, logos, images, source code, as well as the compilation. Therefore any software used on the website is the property of the Company and protected by copyright, trademark and other laws that protect intellectual property and proprietary rights. You will agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any of the content and will not make any changes.
5. SECURITY5.1. You will implement reasonable and appropriate measures designed to secure access to (i) any device associated with the email address associated with your account. (ii) Private keys required to access any relevant Ethereum address. (iii) your username, password and any other login or identifying credentials.
5.2. In case you suspect a security breach in any of the above mentioned, you shall inform us immediately so that we can take all required and possible measures to secure your account, Tokens and systems as a whole.
5.3. In the event that you are no longer in possession of any device associated with your account or you are not able to provide your login or identifying credentials, we may in our sole discretion but only if we are able to grant access to your account to any party providing additional credentials to us. We explicitly reserve the right to determine the additional credentials required which may include or without limitation a sworn notarized statement of identity.
6. PRIVACY6.1. The Company reserves its right to request documentation prior to activating your account at the Platform and the Website in order to comply with applicable law or regulation in connection with selling Tokens to you. The Company may refuse you access to the Platform and Website should it have any doubts as to validity, authenticity and genuineness of the documents provided by you.
6.2. You agree to provide us with such information promptly upon request and you will acknowledge that we may refuse to sell Tokens to you until you provide such requested information and we will have to determine if it is permissible to sell Tokens to you under applicable law or regulation.
6.3. As a principle we collect only what we need and will not share your personal information with any third parties other than our identity verification partner that should be the latter involved. Even within the Company any access to your personal information is limited to a subset of employees who work on compliance and identity verification matters. The Company is the only data controller and processor.
6.4. The Company collects information from running the website and products provided there and uses information provided to us by you. When you visit the Website or use the Platform, we collect information sent to us by your computer, mobile phone, or other access device. The information may include your IP address, device information including, but not limited to, identifier, name, and type, operating system, mobile network information and standard web log information, such as your browser type, and the pages you accessed on our website. When you use a location-enabled device with our website and products, we may collect geographical location data or use various means to determine the location, such as sensor data from your device that may, for instance, provide data on nearby cell towers and Wi-Fi access spots. However, we will not release your personal-identifying information to any third party without your consent except as set forth herein.
6.5. If you create an account at our website and use our products, Tokens included, we may collect and store your contact information – your name, address, phone, email and other similar information. Before permitting you to use our website and products we may require you to provide additional information (such as a date of birth, passport number, numbers that you may use or have registered with your local tax authority, or other data which can be used for personal identification purposes. That may be required to comply with applicable laws) so that we can verify your identity or address. We may also obtain information about you from third parties such as identity verification services.
6.6. When you use our website, we collect information about your transactions (such as date, time and amount of transaction) and your other activities on our website and we may also collect information about your computer or other access device for fraud prevention purposes. We may as well collect additional information about you through your interactions with our support team.
6.7. When you access the website or use our products or services (or Google Analytics on our behalf) we may place small data files called cookies on your computer or other device. We use these technologies to recognize you as our user; customize our website and advertising; measure promotional effectiveness and collect information about your computer or other access device to mitigate risk, help prevent fraud, and promote trust and safety.
6.8. Throughout this policy, we use the term “personal information” to describe information that can be associated with a specific person and can be used to identify that person. We do not consider personal information to include information that has been anonymized so that it does not identify a specific user.
6.9. We protect your information using physical, technical, and administrative security measures to reduce the risks of loss, misuse, unauthorized access, disclosure, and alteration. Some of the safeguards we use are firewalls and data encryption, physical access controls to our data centers, and information access authorization controls. We also authorize access to personal information only for those employees who require it to fulfill their job responsibilities. All of our physical, electronic, and procedural safeguards are designed to comply with applicable laws and regulations.
6.10. We are sometimes required to compare the personal information you provide to third party databases in order to verify its accuracy and confirm your identity. This allows us to comply with antimoney laundering and “know your customer” regulations. We will not sell or rent your personal information to third parties. We may combine your information with information we collect from other companies and use it to improve and personalize the website and our products, as well as our content and advertising. We may use your name and email address to provide you with information about products or services that may be of interest to you, but we will not use your personal information without complying with applicable laws and where appropriate obtaining your consent.
6.11. We reserve our right to share your personal information with: - our banking partners (if you link a bank account, debit card, or credit card to your account); - companies that we plan to merge with or be acquired by (should such a combination occur, we will require that the newly combined entity follow these terms with respect to your personal information, and you would as well receive prior notice of any change in applicable policy); - third party identification services providers for fraud prevention purposes; - law enforcement, government officials, or other third parties when i) we are compelled to do so by a subpoena, court order, or similar legal procedure; or ii) we believe in good faith that the disclosure of personal information is necessary to prevent physical harm or financial loss and to report suspected illegal activity or to investigate violations of our terms; - other third parties only with your prior consent or direction to do so.
6.12. Company will not provide your personal information to any other Company’s users without your consent or direction.
6.13. You may access or review and edit your personal information at any time by logging in to the website using your credentials.
7. TAXES7.1. All your factual and potential tax obligations are your concern and the Company is not in any case under no conditions bound to compensate for your tax obligation or give you any advice related to tax issues, including but not limited to what kind of filing or reporting you need to do with the competent tax authority, which taxes and to which extent you are obliged to pay, which tax exemptions you are eligible to etc.
7.2. The purchase price that you pay for Tokens is exclusive of all applicable taxes. You are responsible for determining what taxes apply to your purchase of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of Tokens.
8. ACCESS TO SERVICES8.1. The Company reserves the right in its sole discretion to terminate your access to the Website, the Platform and its related services or any portion thereof at any time without notice. In particular due to legal grounds originating in anti-money laundering and know your client regulation and procedures.
8.1.1. The Company will use the Anti Money Laundering (AML) Policy. Money laundering is where proceeds of crime are disguised to give the appearance of a legitimate income. Company will not tolerate any buyer or tokens holder abusing their services for such matters. If the Company suspects any client is abusing their services for the purposes of money laundering, they reserve the right to freeze any funds regarding to Tokens or Benefits and make a request for documents confirming the source of the origin of such funds - if the legality of incomes is proved, all funds will defrosted. The Company reserves the right to report any suspicious activities to the police or relevant authorities. If the official request with suspicion of money laundering from public authorities is received without the client's knowledge. The Company also reserve the right to require additional information at any given time to verify the client's identification and any further information that may be required to satisfy the Money Laundering Regulations.
8.1.2. We also use the Know Your Customer Policy (KYC). The main objective of KYC conduction is a fair exclusion of the possibility of distribution of the sale of the Tokens to the residents of the USA, Singapore, Canada, China and Southern Korea. Customer Identification Program (CIP) is the appropriate level of KYC procedure in this case.
9. NOTICES9.1. We may provide any notice to you under this Agreement by: (i) posting a notice on the website; (ii) sending an email to the email address that is associated with your account. Notices that we provide by posting on the website will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email whether or not you actually receive or read the email.
9.2. To give us notice under this Agreement, you must contact us by email to info@VinChain.io. We may update this email address for notices to us by posting a notice on our website. Notices to us will be effective on one business day after they are sent.
9.3. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
10. RISKS10.1. You will acknowledge and agree that there are risks associated with purchasing, holding, and using Tokens in connection with the Platform, as disclosed and explained in Exhibit A, which is an integral part of this Agreement. BY PURCHASING TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS – REMOVE ANY LIABILITY RELATED TO THE ABOVE-MENTIONED RISKS FROM THE COMPANY.
11. DISCLAIMERS11.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN TOKENS, IF SUCH ARE FOUND, WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
12. LIMITATION OF LIABILITY12.1. The Company shall be responsible and liable only for (1) correct functioning of the Platform and (2) maintenance of the correct operation of the smart contracts system, which autonomously conducts processes of providing Crowd funders with Tokens and the ability to use all the Opportunities of the Platform by using Tokens. Risks associated with purchasing, holding and using Tokens in connection with the Platform are as disclosed and explained in Exhibit A, are recognized as force majeure and the Company does not bear any responsibility for their offensive.
12.2. The Company with its affiliates and their respective officers, employees or agents will not be liable to you or anyone else for any damages of any kind, including, but not limited to, direct, consequential, incidental, special or indirect damages (including but not limited to lost profits, trading losses or damages that result from use or loss of use of this website and its products). Even if the Company has been advised of the possibility of such damages or losses, including, without limitation, from the use or attempted use of the Website and Company’s products or another linked website.
12.3. Due to the Сompany’s products being offered on the internet (meaning both the World Wide Web and the Ethereum blockchain) the Company understands that there is a possibility that there might be a certain “flow back” of the Company’s products into the USA, Singapore, Canada, China, Southern Korea or to the citizens or residents of the mentioned countries . If you are the citizen or resident of these countries, regardless of your precise location, you will buy tokens at your own risk and under no circumstances shall the company hold responsibility for such purchase of tokens.
12.4. Neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with: (a) your inability to use the Tokens, including without limitation as a result of any termination or suspension of the Ethereum network or this agreement, including as a result of power outages, maintenance, defects, system failures or other interruptions; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this agreement or your use of or access to the Tokens; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any data, including records, private key or other credentials, associated with any Token.
12.5. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to:
(i) your purchase or use of Tokens,
(ii) your responsibilities or obligations under this Agreement,
(iii) your violation of this Agreement, or
(iv) your violation of any rights of any other person or entity.
12.6. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or relating to any third-party claim concerning this Agreement or your use of Tokens contrary to the terms of this Agreement. If we or our affiliates are obliged to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorney fees, as well as our employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at reasonable hourly rates.
12.7. The information, software, products, and services included or available through the Website may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Company may make improvements or changes in the Website at any time. Company makes no representations about the suitability, reliability, availability, timeliness, and accuracy of the Tokens, the Website, information, software, products, services and related graphics contained on the Website for any purpose. To the maximum extent permitted by applicable law, Tokens, the Website, all such information, software, products, services and related graphics are provided "as is" without warranty or condition of any kind. Company hereby disclaims all warranties and conditions with regard to the Tokens, the Website, information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
13. REPRESENTATIONS AND WARRANTIES13.1. By transferring Ether to the smart contract system to purchase Tokens from us, you represent and warrant the following.
13.1.1. You have read and understood this Agreement (including all Exhibits).
13.1.2. You have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens like Ether, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand the terms of this Agreement and to appreciate the risks and implications of purchasing Tokens.
13.1.3. You have carefully reviewed the code of the smart contract system located on the Ethereum blockchain and fully understand and accepted the functions implemented therein. 1
13.1.4. You have obtained sufficient information about Tokens to make an informed decision to purchase Tokens.
13.1.5. You have understood the restrictions and risks associated with the creation of Tokens by the smart contract system as set forth herein and will acknowledge and assume all such risks.
13.1.6. You understand, acknowledge and assume the risks associated with the purchase, holding and use of Tokens in connection with the Platform.
13.1.7. You understand that Tokens confer only the right to access and use the Platform and the right to use appropriate Opportunities and confer no other rights of any form with respect to the Platform or Company or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights.
13.1.8. You are purchasing Tokens solely for the purpose of accessing and the use of the Platform, and supporting the development, testing, deployment and operation of the Platform, being aware of the commercial risks associated with the Company and the Platform. You are not purchasing Tokens for any other purposes, including, but not limited to, any investment, speculative or other financial purposes.
13.1.9. Your purchase of Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other applicable legal requirements in your jurisdiction for purchasing VinChain Tokens, using VinChain Platform, and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained.
13.1.10. You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of Tokens.
13.1.11. If you are purchasing Tokens on behalf of any entity, you are authorized to accept this Agreement on such entity’s behalf and that such entity will be responsible for breach of the provisions of this Agreement by you or any other employee or agent of such entity.
14. DISPUTE RESOLUTION; ARBITRATION14.1. Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (i) waive your and Company’s respective rights to have any and all Disputes arising from or related to this Agreement resolved in a court, and (ii) waive your and Company’s respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
14.2. No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to this Agreement is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
14.3. Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by e-mail to Company at hello@VinChain.io. Notice to you shall be sent by email to the then-current email address in your Account. Your notice must include:
(i) your name, postal address, email address and telephone number,
(ii) a description in reasonable detail of the nature or basis of the Dispute, and
(iii) the specific relief that you are seeking.
If you and Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this Section, commence an arbitration proceeding.
14.4. Any arbitration will occur in Stockholm, Sweden. A single arbitrator in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (SCC), which are hereby incorporated by reference, will conduct arbitration confidentially: http://sccinstitute.com/dispute-resolution/. The SCC Arbitration Rules are available on the SCC website. By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understood the SCC Arbitration Rules, or (ii) waive your opportunity to read the SCC Arbitration Rules and any claim that the LCIA Arbitration Rules are unfair or should not apply for any reason.
15. MISCELLANEOUS15.1. By accepting this Agreement, you are deemed to have read the Whitepaper as well as other Platform Terms and Policies and are aware of all risks and rules provided there.
15.2. This Agreement will be governed by and construed and enforced in accordance with the laws of the Ireland, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction.
15.3. If any term, clause or provision of this Agreement is held unlawful, void or unenforceable, then that term, clause or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
15.4. We do not permit individuals under the age of 18 to register with the Website and use the Platform. If we become aware that a child under the age of 18 has provided us with personal information, we will delete such information from our files immediately and block its access to the Website and the Platform.
15.5. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures. earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, changes in blockchain technology (broadly construed), changes in the Ethereum or any other blockchain protocols or any other force outside of our control.
15.6. We are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s’ products or services.
15.7. This Agreement does not create any third-party beneficiary rights in any individual or entity.
15.8. You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer contrary to these terms will be void. Subject to the foregoing this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
15.9. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be unequivocal and in writing to be effective.
15.10. This Agreement is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document.
EXHIBIT AImportant Note: As noted elsewhere in the Token Sale Agreement, the Tokens are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this Exhibit A is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit A, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information. By purchasing, holding and using Tokens, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to Tokens Due to Loss of Private Key(s), Custodial Error or Purchaser Error A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a digital wallet or vault service you use, may be able to misappropriate your Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your Tokens. Additionally, your failure to follow precisely the procedures for buying and receiving Tokens, including, for instance, if you provide the wrong address for receiving Tokens, will result in the loss of your Tokens.
2. Risks Associated with the Ethereum Protocol Because Tokens and the Platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the Platform or Tokens. Moreover advances in cryptography or technical advances such as the development of quantum computing could present risks to Tokens and the Platform, including the utility of Tokens for obtaining Services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
3. Risk of Mining Attacks As with other decentralized cryptographic tokens based on the Ethereum protocol, Tokens are susceptible to attacks by miners in the course of validating Tokens transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Platform and Tokens, including, but not limited to, accurate execution and recording of transactions involving Tokens.
4. Risk of Hacking and Security Weaknesses Hackers or other malicious groups or organizations may attempt to interfere with the Platform or Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform, which could negatively affect the Platform and Tokens, including Tokens’ utility for using the Platform.
5. Risks Associated with Markets for Tokens Tokens are intended to be used solely on the Platform, and Company will not support or otherwise facilitate any secondary trading or external valuation of Tokens. This restricts the contemplated avenues for using Tokens to access or use the Platform, and could therefore create illiquidity risk with respect to Tokens you hold. Even if secondary trading of Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to market-related risks. Furthermore, to the extent that third-parties do ascribe an external exchange value to Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
6. Risk of Uninsured Losses Unlike bank accounts or accounts at some other financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.
7. Risks Associated with Uncertain Regulations and Enforcement Actions The regulatory status of Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Platform and Tokens. Regulatory actions could negatively impact the Platform and Tokens in various ways. Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
8. Risks Arising from Taxation The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with purchasing Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
9. Risk of Alternative Platforms It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the Platform. The Platform may compete with these alternative platforms, which could negatively impact the Platform and Tokens, including Tokens’ utility for obtaining Services.
10. Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and the Ethereum platform and Tokens, which could result in the theft or loss of tokens.
11. Risk of Insufficient Interest in the Platform or Distributed Applications It is possible that the Platform will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed platforms (such as the Platform) more generally. Such lack of use or interest could negatively impact the development of the Platform and the potential utility of Tokens.
12. Risks Associated with the Development and Maintenance of the Platform The Platform is still under development and may undergo significant changes over time. Although we intend for Tokens and the Platform to follow the specifications set forth in Whitepaper, and will take commercially reasonable steps toward those ends, we may have to make changes to the specifications of Tokens or the Platform for any number of legitimate reasons. This could create the risk that Tokens or the Platform, as further developed and maintained, may not meet your expectations at the time of purchasing Tokens. Furthermore, despite our good faith efforts to develop and maintain the Platform, it is still possible that the Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Platform and the potential utility of Tokens.
13. Risk of an Unfavorable Fluctuation of Ether and Other Currency Value The Company team intends to use the proceeds from selling Tokens to fund the maintenance and development of the Platform. The proceeds of the sale of Tokens will be denominated in Ether, and may, at our discretion, be converted into other cryptographic and fiat currencies. If the value of Ether or other currencies fluctuates unfavorably during or after the Sale Period, the Company team may not be able to fund development, or may not be able to develop or maintain the Platform in the manner that it intended.
14. Risk of Dissolution of the Company It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether (or other cryptographic and fiat currencies), decrease in Tokens’ utility, the failure of commercial relationships, or intellectual property ownership challenges, the Platform may no longer be viable to operate and the Company may dissolve.
15. Risks Arising from Lack of Governance Rights Because Tokens confer no governance rights of any kind with respect to the Platform or Company, all decisions involving the Platform or Company will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue the Platform, to sell more Tokens for use in the Platform, or to sell or liquidate the Company. These decisions could adversely affect the Platform and the utility of Tokens that you hold.
16. Unanticipated Risks Cryptographic tokens such as Tokens are a new and untested technology. In addition to the risks included in this Exhibit A, there are other risks associated with your purchase, holding and use of Tokens, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit A.