RETAIL.GLOBAL CROWDSALE TERMS
IF YOU ARE A UNITED STATES CITIZEN, SINGAPORE CITIZEN, PEOPLE'S REPUBLIC OF CHINA CITIZEN OR OTHER REPRESENTATIVES OF THE UNITED STATES, SINGAPORE, OR THE PEOPLE'S REPUBLIC OF CHINA OR PERMANENT RESIDENT OF THE UNITED STATES, OR YOU HAVE A PRIMARY RESIDENCE OR DOMICILE IN THE UNITED STATES, INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, ANY OTHER POSSESSION OF THE UNITED STATES, YOU ARE NOT ELIGIBLE TO PURCHASE THE TOKENS.
Your purchase of any RGT tokens ("Tokens"
) during the Crowdsale (as defined below) from Retail.Global LLC. (the "Company," "we,"
) is subject to these terms of sale ("Terms"). Each of you and the Company is a "Party"
and, together, the "Parties."
By purchasing Tokens from us during the Crowdsale, you will be bound by these Terms and any terms incorporated by reference. If you have any questions regarding these Terms, please contact us at [email protected]
You and the Company agree as follows:
1. Commencement and Duration of Crowdsale. The Company will conduct a sale of Tokens (the "Crowdsale"
), which will begin at 12:00 UTC on November 21, 2017 (the "Launch Date"
) and end at 12:00 UTC on December 27, 2017 (the "Crowdsale End Date"
or the "Token Sale End Date"
2. Eligibility. In order to be eligible to participate in the Crowdsale and to log into the Crowdsale portal to make a purchase, you will have to provide us with your email address (your "User Credentials"
). You must also have a wallet capable of storing tokens of ERC-20 standard in order to receive any Tokens you purchase from us and provide the address for that wallet (the "Token Receipt Address"
). We reserve the right to prescribe additional guidance regarding specific wallet requirements. We are not responsible for any delays, losses, costs, non-delivery of refunds or of Tokens, or other issues arising from the failure to provide, or providing an inaccurate or incomplete refund address or Token Receipt Address. If you are a United States citizen or permanent resident of the United States, or you have a primary residence or domicile in the United States, including Puerto Rico, the U.S. Virgin Islands, any other possession of the United States, you are not eligible to purchase the tokens in the Crowdsale.
3. Purchase and Sale of Tokens.
(a) Payment Currencies. You must pay for Tokens in BTC or ETH (a "Payment Currency"
(b) Purchase Procedure. You must obtain the address for your Payment Currency in our Crowdsale portal. You can make your payment by sending your desired quantity of your Payment Currency. You can make more than one contribution in different Payment Currencies described in the paragraph 3.(a) above and in different stages of the Crowdsale before the Token Sale End Date. For each separate contribution, the number of Tokens purchased are calculated as follows:
Ts = C_in_PC * USD_RATE,
Where: "Ts" is the number of Tokens purchased, "C_in_PC" is your separate contribution in Payment Currency, "USD_RATE" is the Payment Currency exchange rate to US Dollar from the coinmarketcap.com site loaded within 10 minutes after this payment is accepted.
The number of Tokens from your different contributions sum up. The total sum of your contributions is reflected in your Crowdsale portal and will be used for releasing the Tokens after Token Sale End Date as described below.
We reserve the right, in our sole discretion, to modify any of the procedures described herein to account for network congestion or other technical challenges.
(c) Release of Tokens. The Company will release the quantity of Tokens you purchase within 10 days after the Crowdsale End Date (provided, however, that the Company reserves the right to extend the Token delivery deadline for up to two (2) additional weeks if necessary to address any unanticipated technical difficulties). For the avoidance of doubt, any such extension shall not affect the obligation of the Company to release and you to take delivery, respectively, of Tokens purchased.
4. Purpose and Use of Tokens on the Platform.
(a) The purpose of the Tokens is to enable crypto-currency funds under the management of portfolio managers or traders to be able to set up on the Retail.Global platform (the "Platform"
). The Platform will provide various services (the "Services"
) for the investors and fund managers and/or traders. Information about the Platform and the Services is described in the Whitepaper available at https://retail.global/docs/RG-WhitePaper-Eng.pdf
). Information in the Whitepaper and https://retail.global is of a descriptive nature only, and does not, unless explicitly incorporated herein, form part of these Terms.
(b) Each fund listed on the Platform is required to hold at all times such number of Tokens as is equal to at least 5% of the fund's portfolio of assets (the "Minimum Threshold"
). The value of all the assets of the fund (including Tokens held) for the purposes of complying with the Minimum Threshold is to be calculated in US Dollars. In the event of failing to satisfy the Minimum Threshold, a fund will not be able to take on any further investments until such time as it satisfies the Minimum Threshold.
(c) While we have developed the Platform, we are not responsible or liable for any third-party uses of the Tokens, the Services and the Platform. It is possible that the Platform and the Services could evolve over time in ways which diminish the utility of the Tokens. Additionally, the we reserve the right to modify features, functionalities, or development plans for the Platform and any Services at our sole and absolute discretion.
(d) Purchase, ownership, receipt, or possession of the Tokens carries no rights, express or implied, other than the right to use Tokens as a means to enable usage of and interaction with the Services enabled by the Platform, if successfully completed and deployed. In particular, you understand and accept that Tokens do not represent or confer any ownership right or stake, share, security, or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Platform and/or the Company and its corporate affiliates, other than any rights relating to the provision and receipt of Services on the Platform. The Tokens are not intended to be a digital currency, security, commodity, or any kind of financial instrument.
5. Possible Migration of Tokens.
(a) The Tokens are being created as tokens on the Ethereum blockchain. We reserve the right to migrate the Tokens (the "Pre-existing Tokens"
) to another protocol and to generate replacement Tokens on the new protocol (the "Replacement Tokens"
) in the future, should we determine, in our sole discretion, that doing so is necessary or useful to the operation of the Platform.
(b) Should we decide to migrate the Tokens, we may no longer provide support for the Pre-existing Tokens relating to the Platform, the Services, or any other operational matters, except with respect to the migration process. Although the Company does not at this time anticipate that it will require any Pre-existing Token holders to convert their Pre- existing Tokens to Replacement Tokens, the Company anticipates there will be significant incentives for Pre-existing Token owners to do so, since the practical utility of Pre-existing Tokens will likely diminish rapidly once the Replacement Tokens are created and in use by a significant portion of the Platform participants. Accordingly, by accepting these Terms you acknowledge and agree that in order for you to continue to participate in the Platform or obtain utility from the Tokens you may need to convert the Tokens you purchase during the Crowdsale to Replacement Tokens in the future.
(c) Should we decide to migrate the Tokens, we will notify you via the email address you provided to us at the time of the Crowdsale. You are solely responsible for updating us should your contact information change.
6. Scope of Terms.
(a) Unless otherwise stated herein, these Terms only govern your purchase of Tokens from the Company during the Crowdsale.
(b) Any use of Tokens in connection with providing or receiving Services on the Platform may be governed by other applicable terms and conditions and policies.
7. Cancellation; Refusal of Purchase Requests. All purchases of Tokens from us during the Crowdsale are final, and there are no refunds or cancellations except as set forth herein or as may be required by applicable law or regulation. We reserve the right to refuse or cancel Token purchase requests at any time in our sole discretion.
8. Token Creation and Allocation. Important information about the Company's creation and intended use of the Tokens is provided in Exhibit A. By purchasing Tokens, you acknowledge that you have read, understand, and have no objection to Exhibit A.
9. Acknowledgment and Assumption of Risks. You acknowledge and agree that there are risks associated with purchasing, owning, and using Tokens for the provision or receipt of the Services on the Platform, as disclosed and explained in Exhibit B. BY PURCHASING TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
10. Security. You are responsible for implementing reasonable measures for securing the wallet, vault, or other storage mechanism you use to receive and hold Tokens purchased from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. We are not responsible for any losses, costs, or expenses relating to lost access credentials.
11. Personal Information. We may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable laws or regulations in connection with selling Tokens to you. You agree to provide us such information promptly upon request and acknowledge that we may refuse to sell Tokens to you until you provide such requested information and we have determined that it is permissible to sell you Tokens under applicable laws or regulations.
12. Taxes. Any amounts that you pay for Tokens are exclusive of all applicable taxes. You are responsible for determining what, if any, 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.
13. Representations and Warranties. By sending Payment Currency to purchase Tokens from us, you represent, warrant and covenant that:
(a) You have read and understand these Terms (including all Exhibits);
(b) 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 PLATFORM INCLUDING (BUT NOT NECESSARILY LIMITED TO) THE RISKS DESCRIBED IN EXHIBIT B;
(c) You have sufficient understanding of technical and business matters (including those that relate to the Services and the Platform), cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand these Terms and to appreciate the risks and implications of purchasing Tokens;
(d) You understand the restrictions and risks associated with the creation of Tokens as set forth herein, and acknowledge and assume all such risks;
(e) You have obtained sufficient information about the Tokens, the Services and the Platform to make an informed decision to purchase Tokens;
(f) You understand that the Tokens confer only the right to provide and receive the Services on the Platform (and potentially contribute to the technical development of the Platform), and confer no other rights of any form with respect to the Platform or the Company, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
(g) You are purchasing Tokens solely for the purpose of receiving the Services, participating in 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 financial purpose;
(h) Your purchase of Tokens complies with applicable laws and regulations in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of the Tokens and entering into contracts with the Company, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
(i) You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of Tokens;
(j) 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);
(k) You are not (i) a United States citizen or permanent resident of the United States, or a person having a primary residence or domicile in the United States, including Puerto Rico, the U.S. Virgin Islands, any other possession of the United States, (ii) 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, (iii) a citizen or resident of, or located in, a geographic area that is subject to U.S., E.U, or other sovereign country sanctions or embargoes, or (iv) 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.
(l) 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 Platform.
(m) If you are registering to use the Platform on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf.
(a) 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 the Tokens, (ii) your responsibilities or obligations under these Terms, (iii) your breach of any of your representations, warranties or covenants contained in these Terms, (iv) your violation of these Terms, or (v) your violation of any rights of any other person or entity.
(b) the Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 14(a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company, or any other remedies available to the Company.
(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE 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 THE 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 THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS WILL BE CORRECTED, AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(b) Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section 15 may not apply to you.
16. Limitation of Liability.
(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (I) IN NO EVENT WILL THE COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY LOSS PROFITS AND/OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE), AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE TOKENS.
(b) THE LIMITATIONS SET FORTH IN SECTION 16(a) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR FRAUD OR INTENTIONAL OR WILLFUL MISCONDUCT OF THE COMPANY.
(c) Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section 16 may not apply to you.
17. Release. To the fullest extent permitted by applicable law, you release the Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between participants in the Platform and the acts or omissions of any third parties. You expressly waive any rights you may have under your regional laws as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
18. Governing Law
These Terms and any dispute or claim arising out of or in connection with these Terms, its subject matter or formation (including any non-contractual dispute or claim) are governed by and shall be construed in accordance with English law.
Any dispute or claim arising out of or in connection with these Terms, its subject matter or formation, including any non-contractual dispute or claim or any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration, which are deemed to be incorporated by reference into this Section 19. The number of arbitrators shall be three (3), appointed in accordance with such rules. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.
20. Severability. If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms 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.
These Terms constitute the entire agreement between you and us relating to your purchase of Tokens from us. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing Tokens from us does not create any form of partnership, joint venture, or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form. EXHIBIT A Creation and Allocation of Tokens by the Company
The Company will create a fixed supply of up to 31 million Tokens. No more Tokens can be created after that. Those Tokens are to be allocated as follows:
(a) 75% will be made available for sale (the "Sale Tokens"
) as described in the Section 3 of these Terms.
(b) 5% will be used to incentivize the preparation and conduct of the Token Sale.
(c) 20% will be retained by the development team members responsible for the Platform for their use.
Proceeds collected from Crowdsale are intended to be used as follows:
(a) 30% (or up to 6,000,000 US Dollars) to be placed under management of the funds selected by the Retail.Global team;
(b) 30% is reserved for further development of the Platform including back end, template smart contracts, web interface for the platform, trading terminal, mobile and desktop applications;
(c) 15% to be allocated for covering marketing costs;
(d) 20% to be allocated to the development team responsible for the Platform to cover the cost of research work related to the Platform;
(e) 5% to be allocated for covering the costs related to the Company registration and other administrative and legal costs arising from or in connection with the Platform. EXHIBIT B. Certain Risks Relating to Purchase, Sale, and Use of Tokens
Important Note: As noted elsewhere in these Terms, 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 B is intended to form the basis for any investment decision, and no specific recommendations are intended. The 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 B, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
By purchasing, owning, 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 you 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 you 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 hosted wallet 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 precisely follow the procedures set forth in for buying and receiving Tokens, including, for instance, if you provide an incorrect Token Receipt Address, or provide an address that is not ERC-20 compatible, may 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 the Tokens and the Platform, including the utility of the 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, the Tokens are
susceptible to attacks by miners in the course of validating Token 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 the 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 the 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 the Tokens, including the utility of the Tokens.
5. Risks Associated with Markets for Tokens
The Tokens are intended to be used solely within the Platform and the Company will not support or otherwise facilitate any secondary trading or external valuation of Tokens. This restricts the contemplated avenues for using Tokens to the provision or receipt of Services, and could therefore create illiquidity risk with respect to any Tokens you own. 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 fraud or manipulation. 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, such as the Federal Deposit Insurance Corporation, or private insurance arranged by the Company, to offer recourse to you.
7. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of the 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, including the Platform and the Tokens. 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 the Tokens. Regulatory actions could negatively impact the Platform and the Tokens in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of the Tokens constitutes unlawful activity or that the Tokens are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The 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 Competing Platforms
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the Platform and attempt to facilitate services that are materially similar to the Services. The Platform may compete with these alternatives, which could negatively impact the Platform and Tokens.
10. 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 ecosystems (such as the Platform) more generally. Such a lack of use or interest could negatively impact the development of the Platform and therefore the potential utility of the Tokens, including the utility of the Tokens for obtaining Services.
11. 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 the Tokens and Platform to function as described in the Whitepaper, and intends to take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the Tokens or Platform for any number of legitimate reasons. This could create the risk that the Tokens or Platform, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop 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 Tokens, and the potential utility of the Tokens, including the utility of the Tokens for obtaining Services.
12. Risk of an Unfavorable Fluctuation of ETH or BTC Value
If the value of ETH or BTC fluctuates unfavorably during or after the Crowdsale, we may not be able to fund development, or may not be able to develop or maintain the Platform in the manner that it intended. In addition to the usual market forces, there are several potential events which could exacerbate the risk of unfavorable fluctuation in the value of ETH and/or BTC, including uncertainties created by the lack of resolution to the bitcoin scaling debate, the possibility of a so-called "Hard Fork" of bitcoin if one of the competing camps in the scaling debate decides to force the issue; another DAO-like attack on the Ethereum network; or significant security incidents or market irregularities at one or more of the major cryptocurrency exchanges.
13. Risk of Dissolution of the Company or the Platform
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of ETH and/or BTC (or other cryptographic and fiat currencies), decrease in the Tokens' utility (including their utility for obtaining Services), the failure of commercial relationships, or intellectual property ownership challenges, the Platform may no longer be viable to operate or the Company may dissolve.
14. Risks Arising from Lack of Governance Rights
Because Tokens confer no governance rights of any kind with respect to the Platform or the Company, all decisions involving the Company's products or services within the Platform or the Company itself will be made by the Company at its sole discretion, including, but not limited to, decisions to discontinue its products or services on the Platform, to create and sell more Tokens for use on the Platform, or to sell or liquidate the Company. These decisions could adversely affect the Platform and the utility of any Tokens you own.
15. Risks Arising from the Identity Verification Market
The identity verification industry, and by extension the Platform, is subject to a variety of federal, state and international laws and regulations, including those with respect to KYC/AML and customer due diligence procedures, privacy and data protection, consumer protection, data security, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Platform could be enacted, which could impact the utility of the Tokens. Additionally, the Platform participants are subject to industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Platform and the Tokens, including the Tokens' utility.
16. Unanticipated Risks
Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks included in this Exhibit B, there are other risks associated with your purchase, possession, and use of the Tokens, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit B.