EXHIBIT A
PROCEDURE FOR ENTRY INTO THIS AGREEMENT
(1) Review this Agreement and the Information Materias in detail and seek your own legal, tax and financial advice. Ethereal Nodez LLC, Ethereal Technology Inc., and any representative of the aforementioned are not responsible for, nor in the business of
providing legal, tax or financial advice to Project’s Token/Nodez Recipients.
(2) ‘know your client’ (KYC) and ‘anti-money laundering’ (AML) practices will be adhered by Project leadership and counsel.
(5) Tokens/Nodez shall be delivered as specified in the Agreement to your nominated network address
SCHEDULE 2
FURTHER PARTICULARS
THE SAFTS AND THE TOKENS/NODEZ BEING OFFERED HEREUNDER INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE RECIPIENT WHO CAN BEAR THE LOSS OF THEIR
TOKENS/NODEZ SHOULD ENTER INTO A SAFT AND ACQUIRE THE TOKENS AND/OR NODEZ.
Neither the SAFTs nor the Tokens/Nodez being offered hereunder have been registered or qualified under the securities Laws of any jurisdiction anywhere in the world. It is being offered and sold only in jurisdictions where such registration or qualification is not
required, including, without limitation, pursuant to applicable exemptions that generally limit the Recipients who are eligible to (i) enter into a SAFT and that restrict its transfer, assignment or resale; and/or (ii) acquire Tokens/Nodez and that restrict their transfer,
assignment or resale. The SAFTs and the Tokens/Nodez may not be offered, sold, assigned or otherwise transferred, pledged or hypothecated except as permitted pursuant to the provisions of (i) the SAFT; and (ii) applicable Law.
The SAFTs and the Tokens/Nodez are not regulated by any central bank, or other Governmental Authority. The Project provides no representation as to the legal status of the SAFTs or the Tokens/Nodez in any jurisdiction. The Project does not provide investment
advice with regard to the entry into a SAFT or the receipt of the Tokens/Nodez. The entry into a SAFT and the issuance or transfer of the Tokens/Nodez shall be subject to the Recipient’s acceptance and execution of the relevant legal disclosures and agreements in
connection therewith. It is the Recipient’s sole responsibility to seek professional advice prior to entering into a SAFT with the Project or acquiring Tokens/Nodez from the Project.
GENERAL NOTICE
THE SALE OF THE TOKENS AND/OR NODEZ IS NOT UNDERWRITTEN. THE SALE PRICE OF THE TOKENS AND/OR NODEZ IS SUBJECT TO CHANGE AND HAS BEEN ARBITRARILY SET BY THE PROJECT. THERE CAN BE NO ASSURANCE THAT
ANY OF THE TOKENS AND/OR NODEZ SHALL BE SOLD.
NEITHER THE SAFT NOR THE TOKENS/NODEZ HAVE BEEN APPROVED OR DISAPPROVED BY ANY GOVERNMENTAL AUTHORITY , NOR HAS ANY SUCH GOVERNMENTAL AUTHORITY REVIEWED THIS DOCUMENT FOR ACCURACY OR
COMPLETENESS. BECAUSE THE SAFTS AND THE TOKENS HAVE NOT BEEN SO REGISTERED, THERE MAY BE RESTRICTIONS ON THEIR ASSIGNABILITY, TRANSFERABILITY OR RESALE. EACH PROSPECTIVE RECIPIENT SHOULD PROCEED
ON THE ASSUMPTION THAT THEY MUST BEAR THE ECONOMIC RISKS OF THE ENTRY INTO THE SAFT AND THE ACQUISITION OF THE TOKENS/NODEZ FOR AN INDEFINITE PERIOD, SINCE THE SAFT AND THE TOKENS MAY NOT BE SOLD
UNLESS, AMONG OTHER THINGS, THEY ARE SUBSEQUENTLY REGISTERED UNDER APPLICABLE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO TRADING MARKET FOR THE TOKENS/NODEZ
AND THERE CAN BE NO ASSURANCE THAT ANY MARKET SHALL DEVELOP IN THE FUTURE OR THAT THE TOKENS/NODEZ SHALL BE ACCEPTED FOR INCLUSION ON ANY TRADING EXCHANGE AT ANY TIME IN THE FUTURE. THE PROJECT IS
NOT OBLIGATED TO REGISTER FOR SALE, UNDER ANY SECURITIES LAWS, THE TOKENS/NODEZ OFFERED PURSUANT HERETO. ACCORDINGLY, THE SALE, ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF ANY OF THE
TOKENS/NODEZ WHICH ARE OFFERED PURSUANT HERETO MAY BE RESTRICTED BY (I) THIS AGREEMENT, AND/OR (II) APPLICABLE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OR CITIZENSHIP OF THE RECIPIENT OR ITS
JURISDICTION OF INCORPORATION OR OPERATION). THE SALE PRICE OF THE TOKENS IS SUBJECT TO CHANGE AND HAS BEEN ARBITRARILY ESTABLISHED BY THE PROJECT AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION
TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE PROJECT OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.
CERTAIN INCOME TAX CONSIDERATIONS
THE RECIPIENT SHOULD SEEK, AND MUST DEPEND UPON, THE ADVICE OF HIS OR HER TAX ADVISOR WITH RESPECT TO THE RECEIPT OF TOKENS/NODEZ, AND THE RECIPIENT IS RESPONSIBLE FOR THE FEES OF SUCH ADVISOR.
NOTHING IN THIS AGREEMENT IS OR SHOULD BE CONSTRUED AS LEGAL OR TAX ADVICE TO THE RECIPIENT. THE RECEIPIENT SHOULD BE AWARE THAT THEIR LOCAL TAX AUTHORITIES MAY NOT AGREE WITH ALL TAX POSITIONS TAKEN
BY THE PROJECT AND THAT CHANGES TO THE APPLICABLE LAWS, REGULATIONS OR RULINGS OR COURT DECISIONS AFTER THE DATE OF THIS AGREEMENT MAY CHANGE THE ANTICIPATED TAX TREATMENT TO THE RECIPIENT. THE
PROJECT WILL NOT OBTAIN ANY RULING WITH REGARD TO THE TAX CONSEQUENCES OF THE ENTRY INTO THIS AGREEMENT OR THE RELEASE OF TOKENS/NODEZ.
THE TAX TREATMENT OF THIS AGREEMENT AND THE DISTRIBUTION OF TOKENS AND/OR NODEZ IS UNCERTAIN AND THERE MAY BE ADVERSE TAX CONSEQUENCES FOR THE RECIPIENT. THE ENTRY INTO OF THIS AGREEMENT AND THE
RECEIPT OF TOKENS/NODEZ PURSUANT HERETO MAY RESULT IN ADVERSE TAX CONSEQUENCES TO THE RECIPIENT, INCLUDING WITHHOLDING TAXES, INCOME TAXES AND TAX REPORTING REQUIREMENTS. THE RECIPIENT SHOULD
CONSULT WITH AND MUST RELY UPON THE ADVICE OF ITS OWN PROFESSIONAL TAX ADVISORS WITH RESPECT TO THE TAX TREATMENT OF THE ENTRY INTO OF THIS AGREEMENT AND THE RECEIPT OF TOKENS/NODEZ PURSUANT
HERETO.
ANNEXURE 1
Recipient Representations, Warranties and Covenants
The Recipient hereby represents, warrants and covenants to, and agrees with, each of the Project Parties that:
- the Recipient is not a Prohibited Person.
- except in the case where the Recipient is a natural person, that it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation.
- the Recipient has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder and has read and fully understood the Project’s Privacy Notice annexed at Schedule 3 of this Agreement.
- The Recipient has sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of its contribution pursuant to this SAFT and any Tokens and/or Nodez issued pursuant thereto and is able to
bear the risks thereof. - this Agreement constitutes a valid and binding obligation of the Recipient, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other Laws of general application relating to or affecting the enforcement of
creditors’ rights generally and general principles of equity. - the execution, delivery and performance of this Agreement shall not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice of (i) any provision of the Recipient’s
organizational documents, if applicable; (ii) any provision of any judgment or order to which the Recipient is a party, by which the Recipient is bound, or to which any of the Recipient’s material assets are subject; (iii) any material agreement,
obligation, duty or commitment to which the Recipient is a party or by which the Recipient is bound; or (iv) any Laws applicable to the Recipient. - the Recipient hereby represents that (i) it has satisfied itself as to the full observance of applicable Law in connection with its entry into this Agreement, including (x) the legal requirements within its jurisdiction for the entry into this Agreement and
the acquisition of the Tokens and/or Nodez, (y) any foreign exchange restrictions applicable to such purchase or exchange, and (z) any Governmental Authority or other consents that may need to be obtained; (ii) the Recipient has consulted
with, and is relying solely upon the advice of, its own advisors relating to the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, exchange, sale or transfer of, as relevant, this Agreement and the
Tokens/Nodez; and (iii) the Recipient’s subscription and receipt of this Agreement, continued beneficial ownership of this Agreement, exchange for Tokens and/or Nodez or continued beneficial ownership of the Tokens and/or Nodez will not
violate any applicable securities or other Laws of the Recipient’s jurisdiction. - the Recipient hereby represents that (i) it has satisfied itself as to the full observance of applicable Law in connection with its entry into this Agreement, including (x) the legal requirements within its jurisdiction for the entry into this Agreement and
the acquisition of the Tokens/Nodez, (y) any foreign exchange restrictions applicable to such receipt, purchase or exchange, and (z) any Governmental Authority or other consents that may need to be obtained; (ii) the offer of the SAFTs is being
made in compliance with Rule 506 of Regulation D to only “accredited investors” as that term is defined in Rule 501 of Regulation D; (iii) the Recipient has consulted with, and is relying solely upon the advice of, its own advisors relating to the
income tax and other tax consequences, if any, that may be relevant to the receipt, purchase, holding, exchange, sale or transfer of, as relevant, this Agreement and the Tokens/Nodez; and (iv) the Recipient’s subscription and receipt for this
Agreement, continued beneficial ownership of this Agreement, exchange for Tokens/Nodez or continued beneficial ownership of the Tokens/Nodez will not violate any applicable securities or other Laws of the Recipient’s or Project’s applicable
jurisdiction(s). The Recipient agrees to resell any Tokens/Nodez that it receives only in accordance with this Agreement, Securities Act Rule 144, the provisions of Regulation S under the Securities Act, pursuant to registration under the
Securities Act, or pursuant to an available exemption therefrom, and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act. - The Recipient is entering into this Agreement for its own account, not as a trustee, nominee, representative or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Recipient has no present intention of
selling, granting any participation in, or otherwise distributing the same. - The Recipient has such knowledge and experience in financial and business matters that the Recipient is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the
Recipient’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. - The Recipient has read and fully considered and understands the Information Materials and this Agreement and that the Recipient has evaluated the Recipient’s receipt of Tokens/Nodez in the light of the Recipient’s financial condition and
resources. - THE RECIPIENT ACKNOWLEDGES, AGREES AND ASSUMES ALL RISKS ASSOCIATED WITH THIS AGREEMENT AND THE TOKENS/NODEZ INCLUDING, WITHOUT LIMITATION, THOSE RISKS DISCLOSED IN ANNEXURE 2 (RISK
DISCLOSURES: CERTAIN RISK FACTORS) TO THIS AGREEMENT. - the Recipient is aware of the Project’s business affairs and financial condition and has acquired sufficient information about the Project to reach an informed and knowledgeable decision to enter into this Agreement.
- the Recipient has significant experience with, and understanding of, the usage and intricacies of cryptographic tokens/nodez and blockchain-based software systems and the storage and transmission mechanisms associated with cryptographic
tokens. - the Recipient accepts that (i) the Tokens/Nodez shall be created and delivered to the Recipient at the sole risk of the Recipient on an “AS IS” and “UNDER DEVELOPMENT” basis; and (ii) the use of the DAPP Platform by the Recipient is also on
an “AS IS” and “UNDER DEVELOPMENT” basis and there is no obligation of any kind on the Project or any Affiliate of the Project to further support and/or develop the Tokens/Nodez and/or the DAPP Platform following the Token Integration
Event.
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- the Recipient has not relied on any representations or warranties made by the Project outside of this Agreement, including, without limitation, conversations of any kind, whether through oral or electronic communication, or the Information
Materials. - THE RECIPIENT ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND/OR NODEZ AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE PROJECT OR
ANY OTHER PERSON, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS/NODEZ. - the Recipient has no right or claim pursuant to this Agreement against any Project Party other than in the event of the Project’s breach of this Agreement.
- the Recipient waives any right it has now or may obtain in the future to participate in a class action lawsuit or a class wide arbitration against any Project Party.
- the Recipient will comply with all applicable tax and tax reporting obligations in the Recipient’s jurisdiction arising from this Agreement and the holding of Tokens/Nodez.
- to the fullest extent permitted by applicable Law, the Recipient does hereby indemnify, defend and hold the Project Parties harmless from and against any and all loss, penalty, claim, damage, liability or expense whatsoever (including
reasonable attorneys’ fees and disbursements) with respect to any taxes (other than any net income taxes of the Project that result from the issuance or transfer of Tokens and/or Nodez to the Recipient pursuant to this Agreement) associated
with or arising from the Recipient’s purchase of Tokens and/or Nodez hereunder, or the use or ownership of Tokens/Nodez. - the Project Parties retain all right, title and interest in all of their intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulas, techniques,
information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. - the use of the Tokens and/or Nodez, the development of the DAPP Platform by its owner and the Project’s operations may cease in one or more jurisdictions in the event that the actions of any Governmental Authority or changes of Laws make
it unlawful or commercially undesirable to continue to do so. - although the Tokens/Nodez may be tradeable, they are not, and in no case may be understood, deemed, interpreted or construed to be or to be representative of, any kind of (i) currency, legal tender, means of payment, money or deposit,
whether fiat or otherwise, nor any substitute for such currency, legal tender, money or deposit; (ii) investment (whether secured or unsecured), equity interest, proprietary interest, economic right (including any kind of right to payment, income,
dividend, profit, or other return, or any sums to be paid, or likely to be paid, out of such), share or similar interest in or claim against any person, asset, entity, organization, scheme, venture or project (including the Project or any other Project
Party); (iii) equity, debt or hybrid instrument, security, collective investment scheme, managed fund, financial derivative, futures contract, deposit, commercial paper, negotiable instrument, investment contract, note, bond, warrant, certificate or
instrument entitling the holder to interest, dividends or any kind of return, nor any other financial instrument; (iv) right, title, interest or benefit whatsoever in whole or in part, in Project or any other Project Party or any assets related to them, other
than the right to use the Tokens and/or Nodez as a means to enable usage of, and interaction with and within, the DAPP Platform if successfully completed and deployed; or (v) any commodity that any person is obliged to redeem or purchase. - any Token/Nodez terms and conditions, as issued by the Project from time to time (the “Token/Nodez Terms and Conditions”) shall apply with respect to the Tokens/Nodez transferred hereunder and that in the event of any
inconsistency between this Agreement and the Token Terms and Conditions, this Agreement shall prevail to the extent of any such inconsistency. - the Recipient’s participation pursuant to this Agreement is distinct from distribution of Tokens/Nodez by the Project governed only by the Token/Nodez Terms and Conditions insofar as certain provisions of the Token/Nodez Terms and
Conditions may be amended as specified herein, but otherwise all other provisions of the Token/Nodez Terms and Conditions apply to the Recipient in receipt of Tokens and/or Nodez. - when the Recipient (or any of the Recipient’s designated agents) clicks on an “I Agree,” “I Consent,” or other similarly worded button or entry field whereby my mouse, keystroke or other device, the Recipient’s agreement or consent will be
legally binding and enforceable against the Recipient and will be the legal equivalent of the Recipient’s (or any of the Recipient’s designated agents) handwritten signature on an agreement that is printed on paper. - this Agreement is in all respects intended by each party hereto to be deemed and construed to have been jointly prepared by the parties and the parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be
interpreted against either of them. - WITH RESPECT TO THE INFORMATION MATERIALS, THE PLATFORM, THIS AGREEMENT AND THE TOKENS/NODEZ, THE PROJECT SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE,
SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. THE PROJECT
DOES NOT REPRESENT OR WARRANT THAT TOKENS AND/OR NODEZ, OR THE DAPP PLATFORM ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS/NODEZ OR
THE DAPP PLATFORM WILL BE CORRECTED. THE PROJECT CANNOT AND DOES NOT REPRESENT OR WARRANT THAT TOKENS AND/OR NODEZ, OR THE DELIVERY MECHANISM FOR TOKENS/NODEZ IS FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS.
THE REPRESENTATIONS AND WARRANTIES OF THE RECIPIENT CONTAINED IN THIS AGREEMENT AND ANY OTHER INSTRUMENT PROVIDED BY THE RECIPIENT TO THE PROJECT IN CONNECTION HEREWITH ARE TRUE,
ACCURATE AND NOT MISLEADING AS OF THE DATE OF THIS AGREEMENT OR SUCH INSTRUMENT, AS RELEVANT, AND SHALL BE DEEMED TO HAVE REAFFIRMED ON ALL SUCH OTHER DATES AS THE RECIPIENT
CONTINUES TO HOLD ANY TOKENS AND/OR NODEZ.
ANNEXURE 2
Risk Disclosures: Certain Risk Factors
AN INVESTMENT IN A SAFT INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE RECIPIENTS SHOULD CONSIDER CAREFULLY THE RISKS DESCRIBED HEREIN, TOGETHER
WITH ALL OF THE OTHER INFORMATION CONTAINED IN THIS AGREEMENT AND THE INFORMATION MATERIALS BEFORE MAKING AN INVESTMENT DECISION. THE
FOLLOWING RISKS ENTAIL CIRCUMSTANCES UNDER WHICH, THE BUSINESS, FINANCIAL CONDITION, RESULTS OR OPERATIONS AND PROSPECTS OF THE PROJECT
COULD SUFFER. THE FOLLOWING IS NOT AN EXHAUSTIVE LIST AND DOES NOT NECESSARILY REFLECT THE RELATIVE IMPORTANCE OF THE VARIOUS RISKS FACTORS.
OTHERWISE THAN AS EXPRESSLY SET OUT HEREIN, THE PROJECT SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY WITH RESPECT TO THE INFORMATION MATERIALS, THE PLATFORM AND THE TOKENS/NODEZ, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR
ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR
PATENT. THE PROJECT DOES NOT REPRESENT OR WARRANT THAT TOKENS OR THE DAPP PLATFORM ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR
REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS OR THE PLATFORM WILL BE CORRECTED. THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT
TOKENS/NODEZ, THE DAPP PLATFORM OR THE DELIVERY MECHANISM THE FOR TOKENS IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
A significant amount of further work may be required in order for the Project to generate the Tokens and Nodez, and for the owner of the DAPP Platform to enable integration of
the Tokens and Nodez into the Platform and much of that work may be subject to regulatory approval and otherwise reliant on the input or consent of other persons not under the
control of the Project or, as relevant, the owner of the Platform. The success of the Tokens/Nodez and the Platform is reliant upon the Project, the owner of the Platform and their
respective Affiliates (i) securing (as relevant) regulatory approval for the creation of the Tokens/Nodez; (ii) securing regulatory approval (as relevant) for the integration of the
Tokens/Nodez into the Platform; (iii) raising sufficient resources to fund the ongoing development of the Tokens/Nodez and the Platform; and (iv) complying with ongoing funding,
reserve and/or regulatory requirements (as relevant) related to the proposed creation and operation of the Tokens/Nodez and the Platform (collectively, the “Regulatory and
Funding Requirements”).
There is a significant risk that the Tokens and/or Nodez and the DAPP Platform do not develop as envisaged herein. The Information Materials reflect the Project’s current
intention with respect to the development of the Tokens, Nodez and the Platform, including as to such matters as the scale and scope of the envisaged activities, the jurisdictions
in which the various operations will be based, the jurisdictions in which they may operate and the jurisdictions in which their customers are based. The Project, in the sole and
absolute discretion of the Advisory Board, reserves the right to modify, extend, reduce, eliminate, add and/or substitute the scale, scope, business lines, operations and any other
characteristics of the Tokens, Nodez and the Platform in order to address any actual or perceived commercial, legal, regulatory or other matters that the Advisory Board, in its
sole and absolute discretion, considers relevant at any time.
The Project may issue Tokens and/or Nodez even if there are material changes to the scale, scope, business lines, operations and any other characteristics of the Tokens, Nodez
and/or the Platform or if the Project or its Affiliates have not satisfied (or are unlikely to satisfy) any Regulatory and Funding Requirements or any other regulatory, commercial or
legal requirements with respect to the Tokens, Nodez and/or the Platform. No promises of future performance or value are or will be made with respect to the Tokens and/or
Nodez, including no promise of inherent value, no promise of continuing payments, and no guarantee that the Tokens and/or Nodez will hold any particular value.
The Project is developing the Tokens and Nodez to be used with respect to the DAPP Platform. Upon the Token Integration Event the Project will covenant with holders of
Tokens/Nodez to procure that the owner/operator(s) of the DAPP Platform will, subject to applicable law and on a best-efforts basis, accept their duly presented Tokens/Nodez in
exchange for privileges and other benefits related to such Tokens/Nodez from time to time on the Platform.
The precise terms of the privileges and other benefits of the Tokens/Nodez will be determined by the owner/operator(s) of the DAPP Platform in its sole and absolute discretion
from time to time. Such privileges and benefits will initially be determined by the Platform operator(s) on or around the Token Integration Event and may be amended thereafter by
the owner of the Platform at any time and without notice to, or consent from, any holder of Tokens and/or Nodez, or the Project, in the sole and absolute discretion of the
owner/operator(s) of the Platform. Any such determination or amendment shall not be a breach of the terms of the SAFTs or the Tokens/Nodez.
The DAPP Platform is in beta stage, which means that the Platform and all related software are experimental. The Platform is provided on an “as is” and “as available” basis,
without warranty of any kind, either expressed or implied, including, without limitation, warranties that the Platform is free of defects, vulnerabilities, merchantable, fit for a
particular purpose or non- infringing. Any use of the Platform shall be at your own risk. In no event shall the Project or the owner of the Platform be held liable in connection with
or for any claims, losses, damages or other liabilities, whether in contract, tort or otherwise, arising out of or in connection with the Platform or its operation or use or be under
any obligation to support, develop or otherwise maintain or promote the use of the Platform or the integration of the Tokens/Nodez into the Platform.
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While the Tokens/Nodez are available only to purchasers that are not Prohibited Persons there is the possibility that Tokens and/or Nodez could be acquired over time or following
changes in the regulatory landscape by persons in other jurisdictions currently restricted from acquiring Tokens/Nodez and, accordingly, the risk factors set out below may
include certain risk factors specific to certain jurisdictions even though the Project will not at present make the Tokens/Nodez available at this time to persons from such
jurisdictions.
BY PARTICIPATING IN ANY ACQUISITION OF TOKENS AND/OR NODEZ, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL RISKS RELATED THERETO INCLUDING
(WITHOUT LIMITATION) THE RISKS SET OUT BELOW.
a. No guarantee that Tokens/Nodez will be released: The Project is issuing the SAFTs in part to facilitate the ongoing development of the Tokens and Nodez. Many factors could influence the success of the Project in
developing the Tokens/Nodez, some of which are out of the Project’s control, and there can be no guarantee that the Project will ultimately be successful in deploying and delivering the Tokens and Nodez. The Project may
change its plans for issuing the Tokens and Nodez for a variety of reasons, including a change in business plan, technological challenges, lack of perceived demand, or other reasons. Finally, if the Project ceases operations,
agrees to assign its assets and liabilities to a third party for the benefit of creditors in the case of insolvency, or engages in a liquidation or winding up, it may never issue the Tokens or Nodez. If the TIE does not occur or for
other reasons the Project does not issue the Tokens and/or Nodez as planned, investors will not receive some or all of their Tokens and/or Nodez. The Project has sole discretion to determine when, or if, the TIE occurs.
b. No guarantee on when or if the TIE will occur: There are no guarantees as to the timing (if ever) of the TIE or the release of the Platform, each of which is dependent on many factors, including many outside the Project’s
control.
c. Risk of Losing Access to Tokens/Nodez Due to Wallet Incompatibility: Your cryptocurrency wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of the Tokens and/or Nodez.
Non-compatible wallet addresses will not be accepted. In addition, your wallet address must not be associated with a third party exchange or service that has custody over the private key. You must own the private key if your
address is an exchange address. The Project reserves the right to prescribe additional conditions relating to specific wallet requirements at any time, acting in its sole discretion.
d. Risks Associated with the Blockchain Protocols: Any malfunction, breakdown, abandonment, unintended function, unexpected functioning of or attack on the protocol upon which the Tokens/Nodez are issued may have an
adverse effect on the Tokens/Nodez, including causing them to malfunction or function in an unexpected or unintended manner.
e. Risks Associated with Your Credentials: Any third party that gains access to or learns of your wallet login credentials or private keys may be able to dispose of your Tokens/Nodez. To minimize this risk, you should guard
against unauthorized access to your electronic devices. Best practices dictate that you safely store private keys in one or more backup locations geographically separated from the working location. In addition, you are
responsible for giving us the correct wallet address to which to send your Tokens and/or Nodez. If you give us the incorrect address to which to send your Tokens, we are not responsible for any loss of Tokens and/or Nodez
that may occur.
Operating History: The Project has little operating history and will be operating in an evolving industry that may not develop as expected. A significant amount of further work is required in order to create the Tokens/Nodez and implement the Tokens/Nodez into the
Platform and much of that work is reliant on the input or consent of other persons not under the control of the Project or the owner of the Platform. Assessing the business and future prospects of the Project is challenging in light of the risks and difficulties the Project
and the owner of the Platform may encounter. These risks and difficulties include, but are not limited to, their ability to:
- navigate complex and evolving regulatory and competitive environments;
- obtain the requisite regulatory and other licenses in the relevant jurisdictions;
- obtain and retain customers;
- successfully develop, maintain and update internal controls to manage compliance within an evolving and complex regulatory environment;
- effectively identify and react to market trends;
- be involved in the successful development and deployment of the Platform;
- implement new products and services;
- successfully execute the Project’s funding strategy;
- effectively compete with other projects and/or companies;
- successfully navigate economic conditions and fluctuations in the market;
- effectively manage the growth of the business;
- continue to develop, maintain and scale the Platform;
- effectively use finite personnel and technology resources;
- effectively maintain and scale financial and risk management controls and procedures;
- maintain the security of technology infrastructure, and the confidentiality of the information provided and utilized therein; and
- attract, integrate and retain qualified employees and contractors.
Risk development by its owner and may undergo significant changes. Any expectations or assumptions regarding the form and functionality of the Platform or the Tokens/Nodez (including participant behavior) held by the owner of the Platform, the Project or you
may not be met, for any number of reasons, including, without limitation, mistaken assumptions or analysis, a change in the design and implementation plans, and changes in the execution of the Platform. Moreover, the Project may not be able to retain full and
effective control over how other participants will use the Platform, what products or services will be offered through the Platform by third parties, or how third-party products and services will utilize Tokens/Nodez (if at all). This could create the risk that the Tokens,
Nodez or Platform, as further developed and maintained, may not meet your expectations. Furthermore, despite our good faith efforts to assist the owner of the Platform to develop and participate in the Platform, it is still possible that the Platform will experience
malfunctions or otherwise fail to be adequately maintained, which may negatively impact the Platform, Nodez, and Tokens, and the potential utility of the Tokens/Nodez.
The terms and characteristics of the Tokens/Nodez can change prior to the TIE: The Project is issuing the SAFTs before the Tokens, Nodez, and DAPP are fully developed. As is normal and expected in such a development stage, the Project may be prevented from
developing the Tokens/Nodez in the form contemplated at the time a SAFT was executed. Accordingly, the terms and conditions of the Tokens/Nodez, and how they may operate with respect to the Platform, may be substantially different at the time of the TIE.
A SAFT is not the same as a Token or Nodez: Reciept of a SAFT does not provide an investor any Tokens or Nodez. It only provides investors with the right to receive Tokens and/or Nodez pursuant to the terms described in the SAFT and Information Materials.
Investors should be prepared to hold on to their SAFTs and not receive Tokens or Nodez for an extended period of time.
The value of the Tokens/Nodez will be affected by the success of the Platform: Because the Tokens/Nodez are intended for use on the Platform, a failure by the owner of the Platform to successfully develop and/or maintain the Platform would negatively affect the
value of the Tokens and Nodez. There is no guarantee that the Platform will develop as planned or become successful in the marketplace.
Will Not Meet Expectations: The Platform presently is under continued development.
Long-term viability of cryptoassets: Cryptoassets, including those like the Tokens, are a new and relatively untested product. There is considerable uncertainty about their long-term viability, which could be affected by a variety of factors, including many marketbased factors such as economic growth, inflation, and others. In addition, the success of cryptoassets (including the Tokens/Nodez) will depend on the long-term utility and economic viability of blockchain and other new technologies related to cryptoassets. Due in
part to these uncertainties, the price of cryptoassets are volatile and the Tokens/Nodez may be hard to sell. The Project does not control any of these factors, and therefore may not be able to control the ability of the Tokens/Nodez to maintain their value over time.
Further innovations in the cryptoasset industry may cause the Tokens to lose value: The development and acceptance of the cryptographic and algorithmic protocols governing the issuance of, and transactions in, cryptoassets is subject to a variety of factors that
are difficult to evaluate and predict. The use of cryptoassets to, among other things, buy and sell goods and services is part of a new and rapidly evolving commercial practice that employs digital assets based on a computer-generated mathematical and/or
cryptographic protocol. The growth of this commercial practice in general, and the use of cryptoassets in particular, is subject to a high degree of uncertainty. Factors affecting further development of the cryptoasset industry include, among other things, the
continued worldwide adoption of cryptoassets; governmental and quasi-governmental regulation of cryptoassets and/or cryptoasset exchanges; changing consumer demographics, tastes and preferences; sustained development and maintenance of open-source
software protocols; the popularity and availability of alternative and/or new payment services; and general economic conditions. If these factors negatively affect or impede the development of the cryptoasset industry, the value of an investor’s Investment in a SAFT
or holding of Tokens/Nodez may also be negatively affected.
Inability to Fund Development or Maintenance: The Project may not be able to fund development of the Tokens and/or Nodez while the owner of the DAPP Platform may not be able to develop or maintain the Platform in the manner that it was intended.
Risks from Taxation: The tax characterization of the Tokens/Nodez is uncertain. You must seek your own tax advice in connection with acquiring and holding Tokens and/or Nodez, which may result in adverse tax consequences to you, including withholding taxes,
income taxes, and tax reporting requirements. An investment pursuant to the SAFT and the receipt of Tokens and/or Nodez pursuant thereto may result in adverse tax consequences to Investors, including withholding taxes, income taxes, and tax reporting
requirements. Additionally, subsequent transactions in cryptoassets such as the Tokens and/or Nodez may cause investors to incur tax liabilities. Further, any reward received in the form of, or through the use of, Tokens/Nodez may result in additional tax liability.
Each investor should consult with and must rely upon the advice of its own professional tax advisors.
Risk of Theft and Hacking:
- Smart contracts, software applications and the Platform may be exposed to attacks by hackers or other individuals, groups, organizations or countries that interfere with the Platform or the availability of the Tokens in any
number of ways, including denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks, or phishing, or other novel methods that may or may not be known. Any such successful
attacks could result in theft or loss of Tokens, adversely impacting the ability to further develop the Platform and/or related Platforms and derive any usage or functionality from Tokens and/or Nodez. You must take
appropriate steps to satisfy yourself of the integrity and veracity of relevant websites, systems and communications. Furthermore, because the Platform is based on open-source software, there is a risk that a third party or a
member of the Project’s team may intentionally or unintentionally introduce weaknesses or defects into the core infrastructure of the Platform, which could negatively affect the Platform, Nodez and loose Tokens. - You acknowledge, understand and accept that if your private key or password gets lost or stolen, the Tokens/Nodez associated with your wallet address may be unrecoverable and permanently lost. Additionally, any third
party that gains access to your private key, including by gaining access to the login credentials relating to your wallet, may be able to misappropriate your Tokens and/or Nodez. Any errors or malfunctions caused by or
otherwise related to the digital wallet or vault you choose to receive and store Tokens/Nodez, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your Tokens and/or
Nodez, for which the Project shall have no liability.
Risk of Security Weaknesses in the Platform: The Platform consists, at least in part, of open source software that may be based on other open source software. There is a risk that the Project or other third parties may intentionally or unintentionally introduce
weaknesses or bugs into the core infrastructural elements of the Platform interfering with the use of or causing the loss of Tokens and/or Nodez.
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Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Advances in cryptography, or technical advances such as the development of quantum computing, could present risks to cryptocurrencies and the Platform by rendering ineffective the
cryptographic consensus mechanism that underpins the Platform, which could result in the theft, loss or decreased utility of the Tokens. Smart contracts, blockchain application software and blockchain platforms and protocols are still in an early development stage
and relatively unproven. There is no warranty or assurance that the process for creating Tokens will be uninterrupted or error-free and there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia,
the complete loss of contributions and/or Tokens.
Risk of Lack of Adoption or Use of the Platform: While the Tokens should not be viewed as an investment, they may have value over time. That value may be limited or non-existent if the Platform lacks acceptance, use and adoption, which may have an adverse
impact on the Tokens.
Risk of an Illiquid Market for Tokens: There may never be any marketplace for Tokens. There are currently no exchanges upon which the Tokens would trade. If exchanges do develop, they will likely be relatively new and subject to poorly understood regulatory
oversight. They may, therefore, be more exposed to fraud and failure than established, regulated exchanges for other products and have a negative impact on the Tokens. To the extent that any third party ascribes an external exchange value to Tokens (e.g. as
denominated in a crypto or fiat currency), such value may be extremely volatile and diminish to zero. If (despite your representations to us to the contrary) you are holding Tokens as a form of investment on a speculative basis or otherwise, or for a financial purpose,
with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time, you assume all risks associated with such speculation or actions, and any errors associated therewith, and accept that the Tokens are not offered by the
Project or its affiliates on an investment basis.
Risk of Dissolution of the Platform: It is possible that, due to any number of reasons, including development issues with the Platform, the failure of business relationships, lack of public interest, lack of funding, or competing intellectual property claims, the Platform
may no longer be viable as a business or otherwise and may dissolve or fail to maintain commercial or legal viability, or be abandoned. There is no assurance that you will receive any benefits through the Tokens/Nodez.
Risk of Malfunction in the Platform: It is possible that the Platform malfunctions in an unfavourable way, including one that results in the loss of the Tokens/Nodez.
Risk Arising from Lack of Governance Rights: Because the Tokens confer only limited governance rights with respect to the Platform and the Project; all decisions involving the Project (including to sell or liquidate the Project) will be made by the Project acting in its
sole and absolute discretion, and all decisions involving the Platform including, but not limited to, decisions by the Founder & CEO of the Platform to discontinue the Platform and to create and issue more Tokens, will be made by, as relevant, the Founder & CEO,
and Co-Founder. These decisions could adversely affect the Platform and/or Tokens/Nodez you hold.
Risks Associated with Incomplete Information regarding the Tokens and the Platform: You will not have full access to all the information relevant to the Project, the Tokens and/or the Platform. Neither the DAPP Project nor the owner of the Platform are required to
update you on the progress of the Platform. You are responsible for making your own decision in respect of the acquisition of the Tokens and/or Nodez. The Project does not provide you with any recommendation or advice in respect of the acquisition of the
Tokens/Nodez. You may not rely on the Project to provide you with complete or up to date information.
The holders of loose Tokens and/or Nodez will not be in any fiduciary, partnership, trustee, agency or similar relationship with the Project or any of its affiliates and will not be owed any fiduciary duty by the Project or any of its affiliates. The holders of Tokens/Nodez
have no direct management, equity, voting or similar rights in the Project or any of its affiliates. However, without limitation to the above, the Project reserves all rights with respect to pursuing any form of decentralized governance should it so determine that doing
so would be in the best interests of the holders of Tokens/Nodez from time to time.
Regulation of (i) tokens/nodez (including the Tokens); (ii) cryptocurrencies (iii) blockchain technologies; and (iv) cryptocurrency exchanges is currently underdeveloped and is likely to evolve rapidly, vary significantly among international, national, federal, state and
local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States, South Korea, China, Singapore, among other countries, are currently considering, or may in the future consider, laws, regulations, guidance, or
other actions, which may severely impact the development and growth of the Platform, the Project and the Tokens/Nodez. Other countries may adopt similar approaches. Failure by the Project or users of the Platform to comply with any laws, rules and regulations,
some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines. New or changing laws and regulations or interpretations of existing laws and
regulations would likely have numerous material adverse consequences on the Project, Nodez and the Tokens. Therefore, there can be no assurance that any new or continuing regulatory scrutiny or initiatives will not have a material adverse impact on the value of
the Tokens/Nodez or impede the activities of the Project.
Use of Proceeds. Management expects to use the net proceeds from this offering to advance further the development of the Tokens/Nodez and, directly or indirectly, the Platform, and for working capital and other general corporate purposes. Management may also
use a portion of the net proceeds to acquire, license and invest in complementary products, technologies or businesses. Management will have broad discretion over the use of proceeds from the SAFTs, and could spend the proceeds from the SAFT offering in
ways with which investors may not agree with or that do not yield a favorable return, if at all. If management does not invest or apply the proceeds of this offering in ways that benefit the Tokens/Nodez, the future value and utility of investors’ Tokens/Nodez may be
adversely affected.
Unanticipated Risks: Cryptographic tokens are a relatively new and comparatively untested technology. In addition to the risks discussed herein, there are risks that the Project cannot anticipate. Further risks may materialize as unanticipated combinations or