Legal Disclaimer for CPUcoin
The White Paper and information presented on the Website is intended to present relevant information to potential Purchasers in connection with the proposed generation and sale of Tokens by Token Generator under the Token Sale (together, the Token Generation), including information about the Token Smart Contract and the Network developed/operated by the Token Generator. The White Paper, and all information contained on the Website about the Token Generation, are made available by the Token Generator for informational purposes only. The Tokens will be offered solely on the basis of the terms contained in the Final Token Sale Terms to the exclusion of all provisions in the White Paper and the SAFT (save as where stated in the SAFT (if applicable)).
1.1 Purchaser responsibility
It is each Purchaser’s responsibility to carefully review the whole of the White Paper and, once received, the Final Token Sale Terms (including any clauses related to the release and limitation of liability).
Purchasers should also consult with their legal, tax and financial advisors in relation to all matters pertaining to the Token Generation, including but not limited to: (i) the legal and regulatory requirements within their own countries for purchasing, holding and disposing of Tokens; (ii) any foreign exchange restrictions to which they may be subject in their own countries in relation to purchasing, holding or disposing of Tokens and (iii) the legal, tax, financial and other consequences of subscribing for, purchasing, holding or disposing of Tokens.
Nothing contained in the White Paper is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of the Token Generator. The Token Generator does not make representations or warranties of any kind with respect to the economic return from, or the tax consequences of a purchase of Tokens.
1.2 Distribution and selling restrictions
The distribution or dissemination of the White Paper and/or SAFT and/or Final Token Sale Terms and the offering or purchase of Tokens may be restricted in certain jurisdictions. In the case where any restriction applies, the Purchaser is to inform itself about, and to observe, any restrictions which are applicable at Purchaser’s own expense and without liability to any Token Generator Party. Neither the White Paper nor Tokens qualify for offer, sale or distribution under the laws of any jurisdiction governing the offer or sale of securities. The White Paper, SAFT and, once available, Final Token Sale Terms are not composed in accordance with, and are not subject to, laws or regulations of any jurisdiction which are designed to protect investors.
The receipt of the White Paper, SAFT and, once available, the Final Token Sale Terms does not constitute an invitation to a recipient to subscribe for Tokens in a jurisdiction where it is necessary to comply with some registration or other legal requirement to make that invitation, or the use of the SAFT or Final Token Sale Terms, lawful. No such recipient may treat the White Paper, SAFT or the Final Token Sale Terms as a general invitation to subscribe for Tokens. More particularly, the White Paper, SAFT and Final Token Sale Terms do not constitute an offer or solicitation:
- by anyone in a jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified to do so; or
- to anyone to whom it is unlawful to make such offer or solicitation.
It is the responsibility of every person in possession of the White Paper and every person wishing to apply for Tokens to inform himself, herself or itself of, and to observe all applicable laws and regulations of, any relevant jurisdiction.
Persons to whom a copy of the White Paper has been distributed or disseminated, provided access to or who otherwise have the White Paper in their possession shall not circulate it to any other persons, reproduce or otherwise distribute the White Paper or any information contained herein for any purpose whatsoever nor permit or cause the same to occur.
The Token Generator may not make an invitation to the public in the Cayman Islands to subscribe for Tokens unless the Token Generator is listed on the Cayman Islands Stock Exchange. For these purposes, “public” has the same meaning as “public in the Islands” as defined in the Mutual Funds Law (Revised) of the Cayman Islands. Apart from this restriction, persons resident, domiciled, established, incorporated or registered pursuant to the laws of the Cayman Islands may beneficially own Tokens.
The acquisition of Tokens involves a high degree of risk. Before acquiring Tokens, it is recommended that each Purchaser conduct its own careful examination of all relevant information and risks about the Token Generator, Network and Tokens and, specifically, the disclosures and risk factors set out below. If any of the following risks actually occurs, the Network and Tokens may be materially and adversely affected, including the Purchaser’s Tokens being rendered worthless or unusable.
3.1 Informational purposes only
The White Paper, and all information contained on the Website about the Token Generation, are made available by the Token Generator for informational purposes only. The Tokens will be offered solely on the basis of the terms contained in the Final Token Sale Terms to the exclusion of all other agreements, SAFTs, promises or statements made by the Token Generator. Nothing contained in the White Paper or on the Website is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of the Token Generator.
3.2 Forward looking information
All statements, estimates and financial information contained in the White Paper, Website made in any press releases or in any place accessible by the public and oral statements that may be made by Token Generator or any Token Generator Parties 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 Token Generator’s financial position, business strategies, plans and prospects and the future prospects of the industry are forward-looking statements. These forward-looking statements, including but not limited to statements as to revenue and profitability, prospects, future plans, other expected industry trends and other matters discussed in the White Paper regarding Token Generator and/or Network Operator are matters that are not historic facts, but only predictions.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual events or results, performance or achievements to differ materially from the estimates or the results implied or expressed in such forward-looking statements. These factors include, amongst others:
(a) changes in political, social, economic and stock or cryptocurrency market conditions, and the regulatory environment in the countries in which the Token Generator conducts its respective businesses and operations;
(b) the risk that the Token Generator may be unable or execute or implement their respective business strategies and future plans;
(c) changes in interest rates and exchange rates of fiat currencies and cryptocurrencies;
(d) changes in the anticipated growth strategies and expected internal growth of the Token Generator;
(e) changes in the availability and fees payable to the Token Generator in connection with their respective businesses and operations;
(f) changes in the availability and salaries of employees who are required by the Token Generator to operate their respective businesses and operations;
(g) changes in preferences of customers of the Token Generator;
(h) changes in competitive conditions under which the Token Generator operates, and the ability of the Token Generator to compete under such conditions;
(i) changes in the future capital needs of the Token Generator and the availability of financing and capital to fund such needs;
(j) war or acts of international or domestic terrorism;
(k) occurrences of catastrophic events, natural disasters and acts of God that affect the businesses and/or operations of the Token Generator; and
(l) other factors beyond the control of the Token Generator.
Each Token Generator Party 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.
3.3 Accuracy of information, no consent of parties referenced in White Paper
The White Paper and Website includes technical, market and industry information and forecasts that have been obtained from internal surveys, reports and studies, where appropriate, as well as market and academic research, publicly available information and industry publications. Such surveys, reports, studies, market research, publicly available information and publications generally state that the information that they contain has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such included information.
Save for the Token Generator and its respective directors, executive officers and employees, no person has provided his or her consent to the inclusion of his or her name and/or other information attributed or perceived to be attributed to such person in connection therewith in the White Paper and Website and no representation, warranty or undertaking is or purported to be provided as to the accuracy or completeness of such information by such person and such persons shall not be obliged to provide any updates on the same.
Neither the Token Generator nor any Token Generator Party has conducted any independent review of the information extracted from third party sources, verified the accuracy or completeness of such information or ascertained the underlying assumptions relied upon therein. Consequently, no Token Generator Party makes any representation or warranty as to the accuracy or completeness of such information and shall not be obliged to provide any updates on the same
3.4 Terms used
To facilitate a better understanding of Tokens being offered for purchase by the Token Generator, and the businesses and operations of the Token Generator, certain technical terms and abbreviations, as well as, in certain instances, their descriptions, have been used in the White Paper and the SAFT. These descriptions and assigned meanings should not be treated as being definitive of their meanings and may not correspond to standard industry meanings or usage.
Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations.
3.5 No further information or update
No person has been or is authorised to give any information or representation not contained in the White Paper in connection with the Token Generator and its business and operations, Tokens, the Token Generation (each as referred to in the White Paper) and, if given, such information or representation must not be relied upon as having been authorised by or on behalf of the Token Generator. The Token Generation shall not, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change, or development reasonably likely to involve a material change in the affairs, conditions and prospects of Token Generator or in any statement of fact or information contained in the White Paper since the date hereof.
Statements made herein and/or in the White Paper are based on the law and practice in the Cayman Islands current at the date it was issued. Those statements are therefore subject to change should that law or practice change. Under no circumstance does the delivery of the White Paper or the sale of Tokens under the Final Token Sale Terms imply or represent that the affairs of the Token Generator have not changed since the date of the White Paper.
3.6 Language of White Paper
The White Paper and Website may have been prepared or translated in multiple languages. In the event of any inconsistencies between one version and another, the English language version shall prevail.
4.1 Nature of Tokens – Tokens are utility tokens
Tokens are digital utility tokens that afford Token holders to access the Network and/or execute certain functions on the Token Smart Contract in accordance with the terms of an open-source license agreement further described on the Website. Tokens do not represent a loan to Token Generator nor do they provide Purchaser with any ownership or other interest in or to Token Generator. For greater certainty, the purchase of Tokens does not provide Purchaser with any form of ownership right or other interest in or to Token Generator or its present or future assets and revenues, including, but not limited to, any voting, distribution, redemption, liquidation, revenue sharing, proprietary (including all forms of intellectual property), or other financial or legal rights.
4.2 Tokens are non-refundable
Token Generator is not obliged to provide Tokens holders with a refund for any reason and Token holders will not receive money or other compensation in lieu of a refund. Statements set out in the White Paper are merely expressions of the Token Generator’s objectives and desired work plan to achieve those objectives. and no promises of future performance or price are or will be made in respect to Tokens, including no promise of inherent value and no guarantee that Tokens will hold any particular value.
4.3 Tokens are provided on an “as is” basis
Tokens will be provided on “as is” basis. The Token Generator Parties and each of their respective directors, officers, employees, equity holders, supervisors, affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding Tokens, including any warranty of title, merchantability or fitness for a particular purpose or any warranty that Tokens and Network will be uninterrupted, error-free or free of harmful components, secure or not otherwise lost or damaged. Except to the extent prohibited by applicable law, the Token Generator Parties and each of their respective directors, officers, employees, equity holders, supervisors, affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealings, usage or trade.
4.4 Not an offering of securities, commodities or swaps
The sale of Tokens and Tokens themselves are not securities, commodities, swaps on either securities or commodities, or a financial instrument of any kind. Purchases and sales of Tokens are not subject to the protections of any laws governing those types of financial instruments. The White Paper, Website and all other documents referred to in the White Paper including the Final Token Sale Terms do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a security, commodity, or a swap on either a security or commodity.
4.5 Non-Investment purposes
Purchaser acknowledges and agrees that Purchaser is not purchasing Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes. Tokens are not designed for investment purposes and should not be considered as a type of investment.
4.6 Tokens may have no value
Tokens may have no value and there is no guarantee or representation of liquidity for Tokens. The Token Generator is not and shall not be responsible for or liable for the market value of Tokens, the transferability and/or liquidity of Tokens and/or the availability of any market for Tokens through third parties or otherwise.
4.7 Lack of development of market for Tokens
There are no warranties that Tokens will be listed or made available for exchange for other cryptocurrencies and/or fiat money. It shall be explicitly cautioned that if Tokens are made available on an exchange, such exchange, if any, may not be subject to regulatory oversight, and the Token Generator does not give any warranties in relation to any exchange services providers. Because there has been no prior public trading market for Tokens, the Token Generation may not result in an active or liquid market for Tokens, and the price of Tokens may be volatile. Tokens holders may not be able to dispose of Tokens easily and where no secondary market develops, a Tokens holder may not be able to liquidate at all.
Unlike bank accounts or accounts at financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Token Generator to offer recourse to Purchaser.
5.1 Risk of unfavorable regulatory action in one or more jurisdictions
The regulatory status of cryptographic tokens, digital assets, and blockchain technology is undeveloped, varies significantly among jurisdictions and is subject to significant uncertainty. It is possible that certain jurisdictions may adopt laws, regulations, policies or rules directly or indirectly affecting cryptographic tokens, digital assets, and blockchain technology generally, including the Bitcoin and Ethereum networks, or restricting the right to acquire, own, hold, sell, convert, trade, or use Tokens. Developments in laws, regulations, policies or rules may alter the nature of the operation of the blockchain network upon which Tokens are dependent.
There can be no assurance that governmental authorities will not examine the operations of the Token Generator and/or pursue enforcement actions against any or all of the Token Generator Parties. Various regulatory agencies and departments worldwide have taken action against several entities that have their own form of tokens or cryptocurrencies. To the extent that a government or quasi-governmental agency exerts regulatory authority over a blockchain network or cryptocurrency asset, including but not limited to the ways set forth herein, the Token Generator and the ability of Token purchasers to transact and negotiate Tokens may be materially and adversely affected. Additional regulatory obligations, or the imposition of judgments, settlements, fines or penalties, may cause the Token Generator to incur extraordinary expenses, restructure their operations and activities, obtain governmental licenses, disclose customer information to regulatory authorities, cease offering certain products or services or cease operations generally. Any of the foregoing could have a material adverse effect on the Tokens or the Token Generator, the development and operation of the Network and result in the Token Generator deciding that it is no longer commercially desirable to continue operations.
For greater certainty, the Token Generator may be required to seek and obtain licenses from the Cayman Islands Monetary Authority, or other regulatory body, and as a result it may be commercially undesirable for the Token Generator to continue operations.
5.2 Purchaser bears responsibility of legal categorisation
There is a risk that Tokens might be considered a security in certain jurisdictions, or that they might be considered to be a security in the future. The Token Generator does not provide any warranty or guarantee as to whether Tokens will be a security in the jurisdiction of the Purchaser. Each Purchaser will bear all consequences of Tokens being considered a security in their respective jurisdiction. Every Purchaser is responsible to confirm if the acquisition and/or disposal of Tokens is legal in its relevant jurisdiction, and by accepting the SAFT and the Final Token Sale Terms each Purchaser undertakes not to use Tokens in any jurisdiction where doing so would be unlawful. If a Purchaser establishes that the purchase or use of Tokens is not legal in its jurisdiction, it should not acquire Tokens and immediately stop using or possessing Tokens.
Acquiring Tokens in exchange for cryptocurrencies will most likely continue to be scrutinized by various regulatory bodies around the world, which may impact the usage of Tokens. The legal ability of the Token Generator to provide or support Tokens in some jurisdictions may be eliminated by future regulation or legal actions. In the event the Token Generator determines that the purchase or usage of Tokens is illegal in a certain jurisdiction, the Token Generator may cease operations in that jurisdiction, or adjust Tokens or the Network in a way to comply with applicable law.
5.3 Purchaser bears responsibility for complying with transfer restrictions
Tokens may be placed on third-party exchanges, giving future purchasers and users an opportunity to openly buy Tokens. A user seeking to enter the Network following the Token Generation will have to buy Tokens on such exchanges. Conversely, Tokens may be sold on such exchanges if the holder of Tokens would like to exit the Network ecosystem. Existing laws on the circulation of securities in certain countries may prohibit the sale of Tokens to the residents of those countries. When buying Tokens, Purchaser should be aware of the restrictions on their subsequent sale.
6.1 Risk of theft and hacking
Token generation events and initial coin offerings are often targeted by hackers and bad actors. Hackers may attempt to interfere with the Purchaser’s digital wallet(s) (Purchaser’s Wallet), the Token Smart Contract or the availability of Tokens in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks. Any such attack may result in theft of Purchaser’s Tokens.
The Network may also be vulnerable to cyber incidents, such as unauthorized access, loss or destruction of data (including confidential client information), disruption of service, computer viruses or other malicious code, cyber attacks and other similar problems. These threats can emanate from external parties, including individual bad actors and criminal organizations, extremist groups and certain foreign states that engage in disruptive cyber activities. There can be no assurance that such cyber incidents will not occur, and they could occur more frequently and on a more significant scale.
Further, although the Token Generator intends to implement, maintain, monitor and regularly upgrade its systems and networks with measures such as intrusion detection and prevention and firewalls to safeguard critical business applications, there is no guarantee that these measures or any other measures can provide absolute security. Because the methods used to cause cyber attacks change frequently or, in some cases, are not recognized until launched, they may be unable to implement effective preventive measures or proactively address these methods until they are discovered.
Cyber attacks can result in the unauthorized disclosure of personal, confidential or proprietary customer or client information, damage to our reputation with clients and in the market, customer dissatisfaction, additional costs (including credit costs), to the Token Generator (such as repairing systems, or adding new personnel or protection technologies), regulatory penalties, loss of revenues, exposure to litigation and other financial losses, including loss of funds, to both us and our clients and customers.
6.2 Private keys
Tokens purchased by Purchaser may be held by Purchaser in Purchaser’s digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Purchaser’s 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 or vault service Purchaser uses, may be able to misappropriate Purchaser’s Tokens. Token Generator is not responsible for any such losses.
6.3 Failure to map a public key to Purchaser’s Wallet
Failure of the Purchaser to map a public key to such Purchaser’s Wallet may result in third-parties being unable to recognize buyer’s Tokens balance on the Ethereum blockchain when and if they configure the initial balances of a new blockchain based upon the Network.
6.4 Exchange risks
If Purchaser sends Ether to the Token Generator from an exchange or an account that Purchaser does not control, Tokens will be allocated to the account that has sent Ether; therefore, Purchaser may never receive or be able to recover Purchaser’s Tokens. Furthermore, if Purchaser chooses to maintain or hold Tokens through a cryptocurrency exchange or other third party, Purchaser’s Tokens may be stolen or lost.
6.5 Risk of incompatible wallet services
The wallet or wallet service provider used for the acquisition and storage of Tokens has to be technically compatible with Tokens. The failure to assure this may result in the Purchaser not being able to gain access to its Tokens.
6.6 Risk of weaknesses or exploitable breakthroughs in the field of cryptography
Advances in cryptography, or other technical advances such as the development of quantum computers, could present risks to cryptocurrencies, Ethereum and Tokens, which could result in the theft or loss of Tokens.
Quantum computers pose several risks to bitcoin due to their incrementally faster processing speeds. Although application-specific integrated circuits (ASICs) used to mine cryptocurrencies are likely to remain faster than quantum computers in the near term, within the next 10 years, experts expect quantum computers to outpace them, with potentially harmful effects on the ledgers. For example, if a group of bitcoin miners controlled a majority of the computational power on the network, it could control of the ledger in a manner adverse to other users. Another issue could arise with private keys, as quantum computers may be able to hack them using the public key. Certain protocols could be changed to be resistant to hacking by quantum computers, but such alternatives may not exist until well into the future if at all. If quantum computers are used to hack bitcoin without our knowledge, ledgers will be affected, which could have a material adverse effect on our business.
6.7 Internet transmission risks
There are risks associated with using Tokens including, but not limited to, the failure of hardware, software, and internet connections. No Token Generator Party shall be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the System and Tokens, howsoever caused. Transactions in cryptocurrency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. With transactions on public blockchains, the transfer of a given cryptocurrency is demonstrable to the general public when recorded on the public ledger, which is not necessarily the date or time when the transaction is initiated. If sidechains are used, there may be additional time delays between the time the transaction is initiated and the time the transaction is recorded on the public ledger.
7.1 No guarantee that the Network or Token Smart Contract will be developed
Purchaser acknowledges, understands and agrees that the Network is not fully developed and that the Token Generator have limited operating histories in an evolving industry that may not develop as expected. Assessing business and future prospects is challenging in light of the risks and difficulties that may be encountered. The development of the Token Smart Contract and/or Network be abandoned for a number of reasons, including lack of interest from the public, insufficient funding, insufficient commercial success or prospects or departure of key personnel. Purchaser should not expect and there is no guarantee or representation or warranty by Token Generator that: (a) the Network and Token Smart Contract will ever be developed; (b) the Network and Token Smart Contract will be adopted as developed and not in a different or modified form and (c) a final blockchain utilizing or adopting the Token Smart Contract will ever be launched. Furthermore, Tokens issued under the Token Smart Contract will not have any functionality on the final blockchain and holding Tokens is not a guarantee, representation or warranty that the holder will be able to use the such final blockchain, or receive any tokens actually utilized on the Network with the final blockchain is created, even if the Network is launched and the Token Smart Contract is adopted, of which there is no guarantee, representation or warranty made by Token Generator.
7.2 Changes to Network
The Network is still under development and may undergo significant changes over time. Although the Token Generator intends for the Network to have the features and specifications set forth in the White Paper, changes to such features and specifications may be made for any number of reasons, any of which may mean that the Network does not meet expectations of the Purchaser.
The Token Generator may need additional capital to fund development and operation of the Network. The Tokens allocated for sale to purchasers may be inadequate to fund the Network, and any SAFTs sold may not be equal to this allocation. The ability to obtain additional capital will depend on purchaser and lender demand, operating performance, the condition of the capital markets in general, and other factors. Additional capital to fund development and operation of the Network may not be available on favorable terms when required, or at all.
7.3 Risks associated with the Token Smart Contract and associated software and/or infrastructure.
The Token Smart Contract is based on the Ethereum blockchain. As such, any malfunction, unintended function or unexpected functioning of the Ethereum protocol may cause Tokens and/or the Network to malfunction or function in an unexpected or unintended manner.
(b) Bugs and weaknesses
The Ethereum blockchain rests on open source software, and accordingly there is the risk that the Token Smart Contract may contain intentional or unintentional bugs or weaknesses which may negatively affect Tokens or result in the loss or theft of Tokens or the loss of ability to access or control Tokens. In the event of such a software bug or weakness, there may be no remedy and Tokens holders are not guaranteed any remedy, refund or compensation.
(c) Delays and congestions
On the Ethereum blockchain timing of block production is determined by proof of work so block production can occur at random times. For example, Ether contributed to the Token Smart Contract in the final seconds of a distribution period may not get included for that period. Purchaser acknowledges and understands that the Ethereum blockchain may not include the Purchaser’s transaction at the time Purchaser expects and Purchaser may not receive Tokens the same day Purchaser sends Ether. The Ethereum blockchain is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. Purchaser acknowledges and understands that Ethereum block producers may not include Purchaser’s transaction when Purchaser wants or Purchaser’s transaction may not be included at all.
(d) Value of Ether
Ether, the native unit of account of Ethereum may itself lose value in ways similar to Tokens, and also other ways. More information about Ethereum is available at http://www.ethereum.org
7.4 Irreversible nature of blockchain transactions
Transactions involving Tokens that have been verified, and thus recorded as a block on the blockchain, generally cannot be undone. Even if the transaction turns out to have been in error, or due to theft of a user’s Tokens, the transaction is not reversible. Further, at this time, there is no governmental, regulatory, investigative, or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen Tokens. Consequently, the Token Generator may be unable to replace missing Tokens or seek reimbursement for any erroneous transfer or theft of Tokens.
7.5 Amendments to protocol
The development team and administrators of the source code for Ethereum blockchain or the Token Smart Contract could propose amendments to such network’s protocols and software that, if accepted and authorized, or not accepted, by the network community, could adversely affect the supply, security, value, or market share of Tokens.
7.6 Risk of mining attacks
As with other decentralized cryptocurrencies, Ethereum blockchain, which is used for Tokens, is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks and race condition attacks. Any successful attack presents a risk to Tokens, including the expected proper execution and sequencing of Tokens and Ethereum contract computations in general. Despite the efforts of the Token Generator and Ethereum Foundation, the risk of known or novel mining attacks exists. Mining attacks, as described above, may also target other blockchain networks, with which Tokens interact with and consequently Tokens may be impacted also in that way to the extent described above.
8.1 Legal structure of Token Generator
The Token Generator is an exempted company incorporated in the Cayman Islands pursuant to the Companies Law (Revised) and registered as a foundation company pursuant to the Foundation Companies Law (2017). The Token Generator is a body corporate which has separate legal personality capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, and having perpetual succession. The constitution of the Token Generator is contained in two documents, the memorandum of association and the articles of association (Articles). The Articles of exempted foundation companies typically provide that there must be at least one director of a Cayman company and the management of the company is the responsibility of, and is carried out by, its board of directors. As a holder of Tokens, you are not entitled to any shares of Token Generator nor to any other right or interest in or to Token Generator (including any debt or equity interest therein) and will have no rights to appoint or remove the board of directors or operators of Token Generator.
Because Tokens confer no governance rights of any kind with respect to the Token Generator or the Network, all decisions involving the Token Generator’s products or services, including the services provided on the Network will be made by Token Generator in its sole discretion. These decisions could adversely affect the Network and the utility of any Tokens you own.
8.2 Dependence on management team
The ability of the Token Generator’s project teams, which are respectively responsible for maintaining competitive position of the Tokens and Network, is dependent to a large degree on the services of their management teams. The loss or diminution in the services of members of such senior management team or an inability to attract, retain and maintain additional senior management personnel could have a material adverse effect on the Tokens and Network. Competition for personnel with relevant expertise is intense due to the small number of qualified individuals, and this competition may seriously affect such entity’s ability to retain its existing senior management and attract additional qualified senior management personnel, which could have a significant adverse impact on the Tokens and Network.
8.3 Risks related to reliance on third parties
Even if completed, the Network will rely, in whole or partly, on third-parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third-parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, any of which might have a material adverse effect on the Network.
8.4 Insufficient interest in the Network and Tokens
It is possible that the Network or Tokens will not be used by a large number of individuals, businesses and organizations and that there will be limited public interest in the creation and development of its functionalities. Such a lack of interest could impact the development of the Tokens and Network.
8.5 Other projects
The Token Smart Contract and Network may give rise to other, alternative projects, promoted by parties that are affiliated or unaffiliated with the Token Generator Parties, and such projects may provide no benefit to the Tokens or Network.
Token Generator operates in a highly competitive environment and will continue to experience intense competition from existing and new entrants. To the extent it expands into new business areas and new geographic regions, it may face competitors with more experience and more established relationships with industry participants in the relevant market, which could adversely affect its ability to compete.
8.6 Disclosures relating to conflicts of interest
Any of the Token Generator Parties may be engaged in transactions with related parties and conflicts of interest may arise, potentially resulting in the conclusion of transactions on terms not determined by market forces.
From time to time, Token Generator may be subject to various claims and contingencies in the ordinary course of business, including those related to litigation, business transactions, taxes, and others. It will assess the likelihood of any loss or exposure of any claims. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. If a loss is considered probable and the amount can be reasonable estimated, it will recognize an expense for the estimated loss. In addition to the estimated loss, the recorded liability would include probable and estimable legal costs associated with the claim or potential claim. The Token Generator may not have insurance coverage for certain matters. There is no assurance that any claim would not materially and adversely affect its business, financial position, and results of operations or cash flows.
10 Other disclosures
Purchases of Tokens should be undertaken only by individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of cryptocurrencies, including cryptographically secured digital tokens, and blockchain based software systems. Purchaser should have a functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. While the Token Generator will be available to assist purchasers of Tokens during the sale, the Token Generator will not be responsible in any way for loss of BTC, ETH or Tokens resulting from actions taken by, or omitted by purchasers. If you do not have such experience or expertise, then you should not purchase Tokens or participate in the sale of Tokens.
Cryptographic tokens such as Tokens are a new and untested technology. In addition to the risks included above, there are other risks associated with your purchase, possession and use of Tokens, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed above.