Last Updated: 1 December 2022
LEGAL CONSIDERATIONS, RISKS AND DISCLAIMER
WE RECOMMEND YOU CONSULT LEGAL, FINANCIAL, TAX AND OTHER PROFESSIONAL ADVISORS OR EXPERTS FOR FURTHER GUIDANCE BEFORE PURCHASING TOKENS. You are strongly advised to take independent legal advice in respect of the legality in your jurisdiction of your PURCHASE OF TOKENS.
TOKENS ARE NOT SHARES OR SECURITIES OF ANY TYPE. THEY DO NOT ENTITLE YOU TO ANY OWNERSHIP OR OTHER INTEREST IN CUDOS LIMITED. THEY ARE MERELY A MEANS BY WHICH YOU MAY BE ABLE TO UTILISE THE PLATFORM THAT IS BEING DEVELOPED. THERE IS NO GUARANTEE THAT THE PLATFORM WILL ACTUALLY BE DEVELOPED.
PLEASE READ THE ENTIRETY OF THIS “Legal Considerations, Risks and Disclaimer” SECTION CAREFULLY.
You must read the following “Legal Considerations, Risks and Disclaimer” section in full before purchasing Tokens. This “Legal Considerations, Risks and Disclaimer” section applies to any and all information available in:
- the latest version of the Token Documents which are to be formally issued by the Company in due course which shall be available from time to time for review at [https://www.cudos.org/wp-content/uploads/2021/11/cudos-white-paper.pdf] and may change from time to time (the “Token Documents”); and
- the website located at [https://www.cudos.org/] (the “Website” and together with the Token Documents, referred to as the “Available Information”).
The contents of this “Legal Considerations, Risks and Disclaimer” section outlines the terms and conditions applicable to you in connection with (i) your use of the Website; and (ii) your purchase of Tokens, in each case in addition to any other terms and conditions that we may publish from time to time relating to the Available Information and the purchase or acquisition of Tokens (such terms hereinafter referred to as the “Terms”). This “Legal Considerations, Risks and Disclaimer” section may be updated from time to time and will be published as part of the latest version of the Token Documents which shall be available on the Website.
The information set forth in this “Legal Considerations, Risks and Disclaimer” section may not be exhaustive. While we make every reasonable effort to ensure that the Available Information is accurate and up to date, such material in no way constitutes professional advice. Individuals intending to purchase or acquire Tokens should seek independent professional advice prior to acting on any of the Available Information.
- “Affiliate” means any respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, joint ventures, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns of the Company;
- “Company” shall mean Cudos Limited, a company incorporated as a private limited liability company under the laws of Gibraltar on 05 December 2019 with company number 119334 and with registered office at Madison Building, Midtown, Queensway, Gibraltar;
- “Platform” is an online software platform as further described in the Token Documents;
- “Token Documents” shall mean the “Whitepaper” which shall be available from time to time for review at [https://www.cudos.org/wp-content/uploads/2021/11/cudos-white-paper.pdf] and may change from time to time;
- “Securities” shall include the meaning ascribed to “transferable securities” in the Financial Services Act 2019 of Gibraltar (as amended from time to time) or any other relevant legislation in Gibraltar (and “security” shall be construed accordingly);
- “Tokens” shall mean the CUDOS tokens more particularly described in the Token Documents;
2. LEGAL CONSIDERATIONS
- The Company has used reasonable endeavours to approach the sale of Tokens in a responsible and sensible manner. Given the legal uncertainty of distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities in a number of jurisdictions, the Company has spent time and resources to consider its business approach and where it proposes to operate now and in the future. The Company has worked with Hassans International Law Firm in respect of Gibraltar law matters. The Company has NOT taken any other legal advice in any other jurisdiction. As such, it is possible that the Company’s Tokens may comprise a security in your jurisdiction or the offer for sale by the Company of the Tokens in your jurisdiction may be a regulated or prohibited activity and in either of these cases the Company may be liable for the same. The Company accepts no responsibility or liability to you in these or any other circumstances.
- The Tokens are functional utility tokens designed for use only on the Platform that is still being developed. The Tokens are not securities. In the event that you purchase or acquire 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 products, 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.
- The Company may choose to make the Available Information in a number of different languages. In the event of any conflict between the English version of the Available Information and any foreign language version, the English language version will prevail.
3. Regional restrictions
- Citizens, nationals, residents (tax or otherwise), green card holders and/or Restricted Persons of any Restricted Jurisdiction are not permitted to participate and are expressly prohibited from purchasing Tokens.
- The term “Restricted Jurisdiction” means and includes: (i) the United States of America; (ii) the People’s Republic of China; (iii) South Korea; (iv) Vietnam; and any other jurisdiction which prohibits or requires any supervision oversight licensing regulatory compliance legal compliance and/or prior approval from any regulatory (or similar) authority or body or from any monetary or securities body or authority for:
- the possession, dissemination or communication of the Available Information; and/or
- the participation in the purchase or acquisition of Tokens and/or the offer for sale of the Tokens or any similar activity or product.
- 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 Tokens are not intended to constitute, and shall not constitute, equities or securities (of any nature whatsoever) in any jurisdiction.
4. 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 purchase of Tokens 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.
5. LIMITATION OF LIABILITY
- In no event shall the Company or any of its Affiliates be responsible or accountable or liable in any way whatsoever to any purchaser of Tokens for any loss of profits or otherwise or for any lost savings or for any incidental, direct, indirect, special or consequential damages in each case arising out of or from or in connection with:
- any failure by the Company or any of its Affiliates to deliver or realise all or any part of the project or the Platform or the membership network or the Token features described in or envisaged by the Available Information;
- your use or inability to use at any time the services or the products or the Platform or the membership network or Tokens offered by the Company;
- the breach of any of these Terms by the Company or by any of its Affiliates or by you or by any third party;
- any security risk or security breach or security threat or security attack or any theft or loss of data including but not limited to hacker attacks, losses of password, losses of private keys, or anything similar;
- mistakes or errors in code, text, or images involved in the sale of Tokens or in any of the Available Information; or
- any information contained in or omitted from the Available Information;
- any expectation promise representation or warranty arising (or purportedly arising) from the Available Information;
- the volatility in pricing of Tokens in any countries and/or on any exchange or market (regulated, unregulated, primary, secondary or otherwise);
- the purchase use, sale, resale, redemption or otherwise of the Tokens; or
- your failure to properly secure any private key to a wallet containing Tokens, (collectively, the “Excluded Liability Matters”).
- The Available Information and the Tokens are provided on an “as is” basis and without any representations or warranties of any kind, either express 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, agent, principal 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 Affiliates; and (ii) release and discharge the Company and all of the Affiliates 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 of its Affiliates then you hereby irrevocably and unconditionally undertake to indemnify, and keep indemnified the Company and all Affiliates fully on demand from and against:
- all liabilities or losses suffered by the Company or any Affiliate; and
- all reasonable costs, charges and reasonable expenses (including without limitation reasonable legal costs and expenses) reasonably and properly incurred by the Company or any Affiliate,
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.
- Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
- Nothing in these Terms limits any liability which cannot legally be limited.
6. NO REPRESENTATION & WARRANTIES
- The Company shall use reasonable endeavors to deliver the product outlined in the Available Information. The Company will also take all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document, whether of facts or of opinion.
- Notwithstanding any other provision of these Terms or any statement made expressly or impliedly in the Available Information, the Company does not make or purport to make, and hereby disclaims, any representation, warranty, undertaking or covenant, in any form whatsoever to any entity or person, including any representation, warranty, undertaking or covenant in relation to the truth, accuracy and completeness of any of the information set out in the Available Information.
7. 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 any of its Affiliates (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 forward-looking 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 warranty 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 forward-looking statements. These factors include, amongst others:
- changes in legal political social economic and stock or cryptocurrency market conditions and the regulatory environment in the countries in which the Company sells its Tokens, or in which the Platform operates;
- the risk that the Company may be unable or execute or implement its business strategies and future plans;
- changes in interest rates and exchange rates of fiat currencies and cryptocurrencies;
- changes in the anticipated growth strategies and expected internal growth of the Company;
- changes in the availability and fees payable to the Company in connection with its business and operations;
- changes in the availability and salaries of employees who are required by the Company to operate;
- changes in preferences of customers of the Company;
- changes in competitive conditions under which the Company operates, and the ability of the Company to compete under such conditions;
- changes in the future capital needs of the Company and the availability of financing and capital to fund such needs;
- war or acts of international or domestic terrorism;
- occurrences of catastrophic events, natural disasters and acts of God that affect the operations of the Company;
- other factors beyond the control of the Company; and
- any risk and uncertainties associated with the Company and its business and operations, the Tokens, the purchase of Tokens and reliance on all or any part of the Available Information.
- All forward-looking statements made by or attributable to the Company or any of its Affiliates are expressly qualified in their entirety by such factors. Undue reliance must not be placed on these statements.
- These forward-looking statements are applicable only as of the later of the Available Information. The actual results, performance or achievements of the Company may differ materially from those anticipated in these forward-looking statements.
- 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.
8. 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 purchase or acquire Tokens. To the best of the Company’s knowledge and belief, all risk factors which are material to you in making an informed judgment to purchase Tokens 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.
RISKS RELATING TO PARTICIPATION IN THE PURCHASE OR ACQUISITION OF TOKENS
- There is no prior market for Tokens and the sale of Tokens by the Company may not result in an active or liquid market for the Tokens.
- Prior to the sale of Tokens, there has been a limited or no public market for the Tokens. In the event that the Company ever decides to seek the approval for availability of the Tokens for trading on a cryptocurrency exchange or market, there is no assurance that such approval will be obtained. Furthermore, even if such approval is granted by a cryptocurrency exchange, there is no assurance that an active or liquid trading market for the Tokens will develop, or if developed, will be sustained after the Tokens have been made available for trading on such market. There is also no assurance that the market price of the Tokens will not decline below the original or issue purchase price (the “Purchase Price”). The Purchase Price may not be indicative of the market price of the Tokens after they have been made available for trading on a market.
- A Token is not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor is it backed by any hard assets or other credit nor is it a commodity in the traditional sense of that word. The Company is not responsible for, nor does it pursue, the circulation and trading of Tokens on any market. Trading of Tokens will merely depend on the consensus on its value between the relevant market participants. No one is obliged to purchase any Token from any holder of the Token, including the purchasers, nor does anyone guarantee the liquidity or market price of Tokens to any extent at any time. Furthermore, Tokens may not be resold to purchasers who are citizens, nationals, residents (tax or otherwise) and/or green card holders of Restricted Jurisdictions or to Restricted Persons or to purchasers in any other jurisdiction where the purchase of Tokens may be in violation of applicable laws. Accordingly, the Company cannot ensure that there will be any demand or market for Tokens, or that the Purchase Price is indicative of the market price of Tokens after they have been made available for trading on any cryptocurrency exchange or market.
- 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 to persons other than those purchasing tokens directly from the Company (including but not limited to 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 Platform that is being developed 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 Platform that is being developed, 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 Platform may not be able to pay any anticipated rewards in the future.
There is no assurance that there will be sufficient engagement in the Platform that is being developed such that you will receive any rewards anticipated to be distributed to active users of the Platform. The ability of the Platform to pay any reward to you will depend on the future results of operations and the future business and financial condition of the Platform, and there is no assurance of the future results of operations and the future business and financial condition of the Platform.
- There is no assurance of any success of the Company’s Platform that is being developed as envisaged by the Available Information.
The value of, and demand for, the Tokens hinges heavily on the performance of the Company’s Platform that is being developed and the continuous active engagement of its users and success of its contemplated business lines. There is no assurance that the Company’s Platform that is being developed will gain or continue to gain traction. While the Company has made every effort to provide a realistic estimate, there is also no assurance that the cryptocurrencies raised through the sale of Tokens will be sufficient for the development of the Platform. For the foregoing or any other reason, the development of the 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 or no worth or value and this would impact any trading price and/or use of the Tokens.
- The trading price of the Tokens may fluctuate following the sale of Tokens.
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:
- new technical innovations;
- analysts’ speculations, recommendations, perceptions or estimates of the Token’s market price or the Platform’s financial and business performance;
- 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;
- announcements by the Company of significant events, for example partnerships, sponsorships or new product developments;
- fluctuations in market prices and trading volume of cryptocurrencies on cryptocurrency exchanges or markets;
- additions or departures of key personnel of the Company;
- success or failure of the Company’s management in implementing business and growth strategies; and/or
- 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 through the sale of Tokens are exposed to risks of theft.
The Company will make every effort to ensure that the funds received for the sale of Tokens will be securely held. Further, the Company may make every effort to ensure that the funds received by it from the sale of Tokens 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 sale of Tokens 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 sale of Tokens 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 Platform. In such case, the launch of the Platform 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 COMPANY
- The Platform continues to be developed.
Any events or circumstances which adversely affect the Company or any of its Affiliates may have a corresponding adverse effect on the Platform that is being developed, including but not limited to the development, structuring and launch of the Platform. Such adverse effects would correspondingly have an impact on the utility, liquidity, and the trading price of the Tokens.
- The Company or its Affiliates may be materially and adversely affected if it fails to effectively manage its operations as the Platform develops and evolves, which would have a direct impact on its ability to develop the Platform and/or develop, structure and/or license any 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 Platform will depend on the ability of the Company or its Affiliates to manage its operations, ensure that it hires qualified and competent employees, and provides proper training for its personnel. The Platform 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 skill sets represent complex, costly, and rapidly changing technical infrastructure. In order to demonstrate continued ability to effectively manage technical support infrastructure for the Platform that is being developed and the future functionality of the Tokens, the Company and/or its Affiliates 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 and/or its Affiliates do not or will not control. If the Company and/or its Affiliates are unable to adapt their systems and organisation in 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 and/or its Affiliates rely on are subject to a security breach or otherwise suffer disruptions that impact the services the Company and/or its Affiliates use, 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 and/or its Affiliates, financial condition and/or operations, would have a direct adverse effect on the ability of the Company and/or its Affiliates to develop maintain or operate the Platform and/or to develop, structure and/or license the anticipated Token functionality. Any adverse effects affecting the Platform 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 Platform that is being developed.
- The Company and/or its Affiliates are not able to anticipate when there would be occurrences of hacks, cyber-attacks, distributed denials of service or errors, vulnerabilities or defects in: the Platform that is being developed, in the smart contracts on which the Company and/or its Affiliates or the 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 and/or its Affiliates 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 network or services of the Company and/or its Affiliates, which would include the Platform that is being developed and, if successfully structured, developed, licensed and launched, the 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 unauthorised users, some of which are beyond the control of the Company and/or its Affiliates. There can be no assurance that cyber-attacks, such as distributed denials of service, will not be attempted in the future or that the security measures of the Company and/or its Affiliates will be effective. The Company and/or its Affiliates 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 security measures of the Company and/or its Affiliates or other disruptions resulting in a compromise of the usability, stability, and security of the Platform that is being developed may adversely affect the utility, liquidity and/or trading price of the Tokens.
- The Company and/or its Affiliates may in the future be dependent in part on the location and data center facilities of third parties.
- The future infrastructure network of the Company and/or its Affiliates may be established in whole or in part through servers which they own and/or houses at the location facilities of third parties, and/or servers that it rents at data center facilities of third parties. If the Company and/or its Affiliates are unable to renew their data facility leases on commercially reasonable terms or at all, the Company and/or its Affiliates may be required to transfer its servers to a new data center 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/or its Affiliates 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 operating performance, results of operations and/or cash flows of the Company and/or its Affiliates.
- The Company and/or its Affiliates 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 and/or its Affiliates’ 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 and/or its Affiliates may experience the negative effects of a slowdown in trading and usage of the Platform that is being developed and may delay or cancel the development, structuring, licensing and/or launch of the anticipated Token functionality.
- Suppliers on which the Company and/or its Affiliates rely 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 operations or expenses of the Company and/or its Affiliates. 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 and/or its Affiliates’ business, financial condition and results of operations, and hence, the Platform that is being developed and/or the ability to develop, structure, license and/or launch any Token functionality. Any such circumstances would then correspondingly negatively impact the utility, liquidity, and/or trading price of the Tokens.
- The Company and/or its Affiliates 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 and/or its Affiliates 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 Platform that is being developed and/or the anticipated Token functionality. This may impact the appeal or practicality or functionality of the Platform that is being developed and/or the anticipated Token functionality for users and result in decreased usage of and demand for the Platform and the Tokens. Further, should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, maintaining the Platform that is being developed and/or developing, structuring, licensing and/or launching the Token functionality may no longer be commercially viable, and the Company and/or its Affiliates may opt to discontinue the Platform that is being developed and/or the anticipated 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 Platform that is being developed and/or the anticipated Token functionality, and/or the Tokens.
- The Company and/or its Affiliates 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 and/or its Affiliates cannot anticipate. Such risks may further appear as unanticipated variations or combinations of the risks discussed above.
The presentation of the Available Information is solely for informational purposes. Anyone interested in purchasing or otherwise acquiring Tokens should consider the various risks prior to making any kind of decision in respect of their purchase or acquisition of Tokens. The Available Information does not comprise any advice by the Company and/or its Affiliates, or any recommendation to any recipient of the Available Information, by the virtue of any participation in the purchase or acquisition of Tokens or otherwise. The Available Information does not necessarily identify, or claim to identify, all the risk factors connected with the Company, the Platform that is being developed, the Tokens, the sale of Tokens, 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 sale of Tokens and after taking their own independent professional advice. Purchasers of Tokens should check with and rely upon their own investment, accounting, legal and tax representatives and consultants in respect of such matters concerning the Company and/or its Affiliates, the Platform that is being developed, the Tokens, the sale of Tokens, 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. Purchasers of Tokens are urged to completely understand, be aware of and accept the characteristics of the Company, the Platform that is being developed, the Tokens, the sale of Tokens, 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 PURCHASE TOKENS OR ACQUIRE. No guarantee or assurance is given by the Company and/or its Affiliates 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 the purchase of Tokens is suitable for you having regard to your personal and financial circumstances and your financial resources.
10. 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 and/or its Affiliates.
- 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.
11. NO OFFER OF SECURITIES OR REGISTRATION
- No part of the Available Information constitutes 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 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 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.
12. GOVERNING LAW
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Gibraltar.