Representations and Warranties. By sending ETH or BTC to purchase Tokens from us, you represent and warrant that:
(a) You are agreeing to participate in the Ecosystem in some manner, and understand that it is your responsibility to participate, meaning that the Ecosystem surrounding this project is NOT solely dependent upon the efforts of Company managers, but by the members engaging with the Ecosystem and Services;
(b) You are not a citizen or resident of a country whose laws conflict with the present sale of Tokens and/ or the Ecosystem in general;
(c) You have read and understand these Terms (including all Exhibits) and the White Paper;
(d) You agree to all of the Ecosystem Terms and Policies. You further confirm to have carefully reviewed and understand the Ecosystem Terms and Policies;
(e) YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH PURCHASING TOKENS, OWNING TOKENS, AND USING TOKENS FOR THE PROVISION OR RECEIPT OF SERVICES IN THE ECOSYSTEM. INCLUDING THE RISKS DESCRIBED IN EXHIBIT C;
(f) You have sufficient understanding of technical and business matters (including those that relate to the Services and Ecosystem), the Tokens, Token storage mechanisms (such as your Wallet), and blockchain technology to understand these Terms and to appreciate the risks and implications of purchasing Tokens;
(g) You understand the restrictions and risks associated with the creation of Tokens set forth in these Terms, and acknowledge and assume all such risks;
(h) You have obtained sufficient information about the Tokens, the Services and the Ecosystem to make an informed decision to purchase Tokens;
(i) You understand that the Tokens confer only the right to provide and receive Services in the Ecosystem (and potentially contribute to the technical development of the Ecosystem), and confer no other rights of any form with respect to the Ecosystem or the Company, including any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
(j) You are purchasing Tokens solely for the purpose of receiving or providing the Services, participating in the Ecosystem, and supporting the development, testing, deployment and operation of the Ecosystem, being aware of the commercial risks associated with the Company and the Ecosystem. You are not purchasing Tokens for any other purposes, including any investment, speculative or financial purpose;
(k) Your purchase of Tokens complies with applicable law, including (i) legal capacity and other threshold requirements for the purchase of the Tokens 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;
(l) You understand that this document does not constitute a prospectus of any sort, is not a solicitation for investment, and does not pertain in any way to an offering of securities in any jurisdiction;
(m) You understand that, by transferring ETH or BTC to the relevant deposit address or account, and/or receiving Tokens, no form of partnership, joint venture, agency or any similar relationship between you and the Company and/or other individual or entities involved with the deployment of the network and the setting up of the Ecosystem is created;
(n) You are legally permitted to receive software and contribute to the Ecosystem for the development of the Ecosystem;
(o) You will comply with any applicable tax obligation arising from your purchase of Tokens;
(p) If you are purchasing Tokens on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly and severally);
(q) You are not a resident or domiciliary of New York State or purchasing Tokens from a location in New York State, and you are not purchasing Tokens from countries or regions comprehensively sanctioned by the US Office of Foreign Assets Control (“OFAC”) (including countries currently sanctioned by the OFAC such as Ukraine, Cuba, Iran, North Korea, Sudan and Syria), or on behalf of governments of these countries or regions, nor will you use the Tokens to conduct or facilitate any transactions with persons or entities located in these countries or regions;
(r) You are not (i) a citizen or resident of a geographic area in which access to or use of the Services or the acceptance of delivery of the Tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act, including China (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (A) such legal entity is duly organized and validly existing under the applicable law of the jurisdiction of its organization, and (B) you are duly authorized by such legal entity to act on its behalf;
(s) You are of a sufficient age to legally obtain and use Tokens;
(t) You understand with regard to Tokens, that we make no guarantees that you will be able to resell or exchange Tokens, or as to its future value (if any), and that no market liquidity may be guaranteed and that the value of Tokens (if any) over time may experience extreme volatility or depreciate in full;
(u) You, as an active member of the Ecosystem, must maintain all records as to ownership amounts, correct address and physical location, location of your Wallet, participation efforts, and any and all other information necessary for the Company managers to maintain accurate records for the Ecosystem, and to notify all associated parties within the Ecosystem;
(v) You understand that you bear the sole responsibility to determine if your contribution to the Ecosystem for the development of the Company application, the transfer of ETH or BTC to the specified address or account, the creation, ownership or use of the Tokens, the potential appreciation or depreciation in the value (if any) of the Tokens over time, the sale and purchase of the Tokens and/or any other action or transaction related to the Ecosystem have tax implications; by creating, holding or using the Tokens, and to the extent permitted by law, you agree not to hold any third party (including founders, developers, auditors and Company employees, contractors, agents and representatives) liable for any tax or other liability associated with or arising from the creation, ownership or use of the Tokens or any other action or transaction related to the Ecosystem;
(w) You are purchasing the functionality of the Tokens primarily to support the development, testing, deployment and operation of the Ecosystem, being aware of the commercial and other risks associated with the Ecosystem;
(x) You waive the right to participate in a class action lawsuit or a classwide arbitration against the Company or any of its affiliates, and any entity or individual involved with the creation of the Tokens or development or operation of the Ecosystem;
(y) You understand the creation of the Tokens does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;
(z) You understand that the transfer of ETH or BTC to the specified address or account, the creation of the Tokens and the development of the Ecosystem carries significant financial, regulatory and reputational risks as further set forth in these Terms and the White Paper; and
(aa) You understand that you have no right against any other party to request any refund of ETH or BTC submitted to specified address or account under any circumstance.
US investors must be Accredited Investors in order to participate in this offering. The Purchaser represents and warrants that the Purchaser meets at least one criteria of an Accredited Investor as outlined below:
a natural person whose individual net worth*, or joint net worth with that person’s spouse, at the time of such person’s purchase of the Interest exceeds $1,000,000;
In computing net worth, the principal residence of the Subscriber must be excluded. The related amount of indebtedness secured by the primary residence up to its fair market value may also be excluded. Indebtedness secured by the residence in excess of the value of the home should be considered a liability and deducted from the investor’s net worth.
a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.
The Company will require each Purchaser to provide such information and documentation to the Company, or a third party designated by the Company, to verify the Purchaser’s status as an accredited investor. All such information will remain confidential and will be used solely for such purposes.