NOTE: TOKEN SYMBOL WILL BE KEPT CONFIDENTIAL UNTIL TOKEN GENERATION EVENT AND LISTING DAY. FOR THE PURPOSES OF THIS DOCUMENT, THE TOKEN WILL BE REFERRED TO AS "THE VAULTFI TOKEN" OR "VAULT FINANCE TOKENS".
PLEASE READ THESE TERMS OF TOKEN SALE AND USAGE CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS (AS DEFINED HEREIN), DO NOT PURCHASE (WHETHER THROUGH AN INTERMEDIARY OR OTHERWISE) OR CONTINUE TO HOLD OR USE THE VAULTFI TOKEN (AS DEFINED BELOW). THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFERING DOCUMENT AND ARE NOT AN OFFER TO SELL, NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION.
BY MAKING A CONTRIBUTION TO THE SELLER (AS DEFINED BELOW) OR ANY INTERMEDIARY FOR THE PURCHASE OF THE VAULTFI TOKEN, OR BY CONTINUING TO HOLD OR USE THE VAULTFI TOKEN WHICH YOU MAY HAVE OBTAINED BY ANY OTHER MEANS, YOU WILL BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. BY ACCEPTING THESE TERMS, YOU WILL BE ENTERING INTO A BINDING AGREEMENT WITH THE SELLER, WHICH TERMS CONTAIN PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS. THE PURCHASE, HOLDING, AND USAGE OF DIGITAL TOKENS IS SUBJECT TO SEVERAL RISKS (INCLUDING FINANCIAL RISK), SOME OF WHICH THE SELLER HAS SET OUT IN THESE TERMS. IF YOU ARE IN ANY DOUBT AS TO THE SUITABILITY OR OTHERWISE OF PURCHASING, HOLDING, OR USAGE OF THE DIGITAL TOKENS REFERRED TO IN THESE TERMS, YOU SHOULD SEEK APPROPRIATE PROFESSIONAL ADVICE.
NOTHING IN THESE TERMS CONSTITUTES LEGAL, FINANCIAL, BUSINESS, OR TAX ADVICE AND YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL, TAX, OR OTHER PROFESSIONAL ADVISER BEFORE ENGAGING IN ANY ACTIVITY IN CONNECTION HEREWITH.
Your purchase, whether through an intermediary or otherwise, of VaultFi tokens from CYCLIX LABS LTD., a company incorporated or to be incorporated in the British Virgin Islands (the Seller, or us), as well as continued holding and/or usage of VaultFi tokens is subject to these Terms and Conditions (the Terms). "VaultFi" and "VaultFinance" are brands owned and controlled by CYCLIX LABS LTD. ("the Company").
Please read the below terms and conditions carefully before registering, accessing, browsing, downloading and/or using the website at https://www.vault-finance.com/ (the Website). By accessing or using the Website, purchasing VaultFi tokens (whether through an intermediary or otherwise), or continuing to hold or use VaultFi tokens, you agree to be bound by these Terms (and all terms incorporated by reference).
Before agreeing to the Terms, you must read this document in full. If at any time you do not agree to these terms and conditions or do not wish to be bound by these terms and conditions, you may not access or use the Website, and shall not be entitled to purchase VaultFi tokens (whether through an intermediary or otherwise) or continue to hold or use VaultFi tokens. The Seller shall be under no obligation to maintain a copy of these Terms on the Website after the sale of VaultFi tokens, and you are advised to print or download and keep a copy of these Terms for your future reference (if required).
Your purchase, through an intermediary or otherwise, the Tokens, as well as continued holding and/or usage of the Tokens is subject to these Terms. By purchasing, holding and/or using the Tokens you agree to be bound by these Terms. If any of the Terms are not acceptable to you, do not purchase, continue to hold or use the Tokens.
Unless otherwise stated herein, solely these terms govern your purchase, holding and/or use of the Tokens. The Company reserves the right to add new terms or amend the present Terms at its sole discretion. Such changes will be made effective with their publication on the website https://www.vault-finance.com/ (the “Website”). It is your responsibility to periodically check the Website for any of such changes. In the event of any conflict between these Terms, the latest version published on the Website shall prevail.
The VaultFi Token is a cryptographic utility token. The features and uses of the VaultFi Token are described more fully in the Material, which is made available via the Website.
Ownership of the VaultFi Token carries no rights, express or implied, other than the right to use the VaultFi Token as a means to enable usage of an interaction within the Platform or Network, if successfully completed and deployed. In particular, the Purchaser understands and accepts that the VaultFi Token does not represent or confer any ownership right or stake, share, equity or security or equivalent rights, or any right to receive future revenue, dividends, shares, intellectual property rights or any other form of participation or governance in or relating to the Company or any Group Entity, other than such rights described in the Material. The Purchaser understands that the VaultFi Token is not intended for investment or speculative purposes with the expectation of making profit on resale.
The Company makes no warranties or representations and provides no guarantees (in each case whether express or implied) that the VaultFi Token shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the provision and receipt of the services in the ecosystem on the Platform or Network.
The Purchaser understands and accepts that the the VaultFi Token Token:
a. is not a loan to any Group Entity that is owned by, or owner of, the Company;
b. does not provide the Purchaser with any ownership or other interest in the Company, any Group Entity, or any other company, enterprise or undertaking, or any kind of joint venture;
c. is not intended to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment;
d. is not intended to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
e. is not a commodity or asset that any person is obliged to redeem or purchase;
f. is not any note, debenture, warrant or other certificate that entitles the holder to interest, dividend or any kind of return from any person;
g. is not intended to be a security, commodity instrument, financial derivative, commercial paper or negotiable instrument, or any other kind of financial instrument between the relevant holder and any other person, nor is there any expectation of profit; and
h. is not an offer or solicitation in relation to gaming, gambling, betting, lotteries and/or similar services and products.
You acknowledge and agree that there are numerous risks associated with purchasing VaultFi Tokens, holding VaultFi Tokens, and using VaultFi Tokens. If you have any queries or require any clarification regarding these risks, please contact us at hello@vault-finance.com.
YOU CLEARLY UNDERSTAND THAT BLOCKCHAIN AND VIRTUAL CURRENCIES / TOKENS, INCLUDING WITHOUT LIMITATION BTC, ETH, USDT OR USDC ARE NEW AND UNVERIFIED TECHNOLOGIES THAT ARE BEYOND CONTROL OF ANY GROUP ENTITY. IN PARTICULAR, AND IN ADDITION TO TERMS OF THIS DOCUMENT, YOU BEAR FULL RESPONSIBILITY FOR ANY RISKS DESIGNATED IN THE PROPOSED DOCUMENTATION. BY PURCHASING (WHETHER THROUGH AN INTERMEDIARY OR OTHERWISE), HOLDING AND/OR USING VAULTFI TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THE FOLLOWING RISKS:
a. Risk of changes in functionality
VaultFi Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, except for those which are specifically described in the White Paper and which may change from time to time.
b. VaultFi Tokens are non-refundable
The Seller is not obliged to provide VaultFi Token holders with a refund related to VaultFi Tokens for any reason, and VaultFi Tokens holders acknowledge and agree that they will not receive money or other compensation in lieu of a refund. No promises of future performance or price are or will be made in respect to VaultFi Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that VaultFi Tokens will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the laws in the jurisdiction of VaultFi Tokens.
c. Uncertain Regulations and Enforcement Actions
The regulatory status of VaultFi Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern virtual currencies or virtual currency markets. It is impossible to predict how, when or whether regulatory agencies may apply existing regulations or create new regulations with respect to such technology and its applications, including VaultFi Tokens and/or CYCLIX LABS. Regulatory actions could negatively impact VaultFi Tokens and/or CYCLIX LABS in various ways. The Seller or any Group Entity 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.
d. Risks associated with the Blockchain Protocol
Given that VaultFi Tokens and CYCLIX LABS are based on blockchain protocol and architecture, any malfunction, breakdown or abandonment of the relevant blockchain protocol or architecture may have a material adverse effect on VaultFi Tokens and/or CYCLIX LABS. Moreover, advances in cryptography, or technical advances (including without limitation development of quantum computing), could present unknown risks to VaultFi Tokens and/or CYCLIX LABS by rendering ineffective the cryptographic consensus mechanism that underpins that blockchain protocol. The future of cryptography and security innovations are highly unpredictable.
e. Security
You are responsible for implementing reasonable measures for securing the digital wallet, vault or other storage mechanism you use to receive and hold VaultFi Tokens which you have purchased, including any requisite passwords, tokens, private key(s) or other credentials necessary to access such storage mechanism(s). If your passwords, tokens, private key(s) or other access credentials are lost, you may lose access to your VaultFi Tokens. The Seller cannot be responsible for, and is technologically unable to recover, any such losses.
f. Insufficient Information
VAULTFINANCE is at the stage of development as of the date of these Terms and its algorithm, code, consensus mechanism and/or various other technical specifications and parameters could be updated and changed frequently and constantly. While the marketing materials and Whitepaper released relating to the development of CYCLIX LABS have been prepared with the then up-to-date key information of CYCLIX LABS, it is not absolutely complete and is subject to adjustments and updates from time to time for optimal development and growth of VAULTFINANCE and/or ecosystem on VAULTFINANCE. The Seller is neither able, nor obliged, to keep you closely posted on every detail of the development of CYCLIX LABS (including its progress and expected milestones no matter whether rescheduled or not) and therefore will not necessarily provide you with timely and full access to all the information relating to CYCLIX LABS that may emerge from time to time. Due to the nature of the project to develop CYCLIX LABS, you accept that such insufficiency of information disclosure is inevitable and reasonable.
g. Security weaknesses.
Hackers or other malicious groups or organizations may attempt to interfere with VaultFi Tokens and/or VAULTFINANCE 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, there is a risk that a third party or a member of any Group Entity may intentionally or unintentionally introduce weaknesses into the core infrastructure of VaultFi Tokens and/or VAULTFINANCE, which could negatively affect VaultFi Tokens and/or VAULTFINANCE.
h. Risks associated with markets for VaultFi Tokens
There is no prior market for VaultFi Tokens and the VaultFi Tokens sale may not result in an active or liquid market for VaultFi Tokens. There may be liquidity risk with respect to any VaultFi Tokens you hold.
VaultFi Tokens are not a currency issued by any central bank or national, supra-national or quasi-national organization, nor is it backed by any hard assets or other credit nor is it a “commodity” in the usual and traditional sense of that word. The Seller cannot be responsible for, nor does the Seller pursue, the circulation and trading of VaultFi Tokens on any market. Trading of VaultFi Tokens will merely depend on the consensus on its value between the relevant market participants. No one is obliged to purchase any VaultFi Tokens from any holder of VaultFi Tokens, including the purchasers, nor does anyone guarantee the liquidity or market price of VaultFi Tokens to any extent at any time. Furthermore, VaultFi Tokens may not be resold to a purchaser who is a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a Restricted Country or to purchasers where the purchase of VaultFi Tokens may be in violation of applicable laws. Accordingly, the Seller cannot ensure that there will be any demand or market for VaultFi Tokens, or that the price you pay for VaultFi Tokens is indicative of any market valuation or market price for VaultFi Tokens.
Any secondary market or exchange for trading VaultFi Tokens would be run and operated wholly independently of the Group Entities, the sale of VaultFi Tokens and CYCLIX LABS. No Group Entity will create such secondary markets nor will it act as an exchange for VaultFi Tokens. Even if secondary trading of VaultFi 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 VaultFi Tokens (e.g., as denominated in a virtual or fiat currency), such value may be extremely volatile, decline below the price which you have paid for VaultFi Tokens, and/or diminish to zero.
i. Risk of Uninsured Losses
VaultFi Tokens are uninsured unless you specifically obtain private insurance to insure them. In the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.
j. Taxation risks
The tax characterization of VaultFi Tokens is uncertain. The tax characterization of VaultFi Tokens and these Terms is uncertain. The Seller intends to treat VaultFi Tokens and these Terms neither as an equity interest nor as a debt interest in the Seller for tax purposes. It is possible that the Seller’s intended treatment of VaultFi Tokens and these Terms may be challenged, so that the tax consequences to a purchaser and the Seller relating to VaultFi Tokens and these Terms could differ from those described above. You must seek your own tax advice in connection with the purchase, holding and/or usage of VaultFi Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
k. Competitors
It is possible that alternative networks could be established that utilize the same or similar code and protocol underlying VaultFi Tokens and/or VAULTFINANCE and attempt to re-create similar facilities. VAULTFINANCE may be required to compete with these alternative networks, which could negatively impact VaultFi Tokens and/or CYCLIX LABS.
l. Insufficient Interest
It is possible that VAULTFINANCE 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 CYCLIX LABS). Such a lack of use or interest could negatively impact the development of VAULTFINANCE and CYCLIX LABS and therefore the potential utility of VaultFi Tokens.
m. Risk of Dissolution of the Seller, any Group Entity or CYCLIX LABS
Start-up companies such as the Seller involve a high degree of risk. Financial and operating risks confronting start-up companies are significant, and the Seller is not immune to these. Start-up companies often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved.
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of virtual and/or fiat currencies, decrease in the utility of VaultFi Tokens due to negative adoption of CYCLIX LABS, the failure of commercial relationships, or intellectual property ownership challenges, CYCLIX LABS may no longer be viable to operate and the Seller or any Group Entity may be dissolved.
n. Risks Arising from Lack of Governance Rights
Because VaultFi Tokens confers no governance rights of any kind with respect to CYCLIX LABS or any Group Entity, all decisions involving CYCLIX LABS or any Group Entity will be made by the relevant Group Entity at its sole and absolute discretion, including, but not limited to, decisions to discontinue the services and/or ecosystem on VAULTFINANCE, to create and sell more VaultFi Tokens for use in the ecosystem on CYCLIX LABS, or to sell or liquidate any Group Entity. These decisions could adversely affect VAULTFINANCE and VaultFi Tokens you hold.
o. Loss of Talent
The development of VAULTFINANCE depends on the continued co-operation of the existing technical team and expert consultants, who are highly knowledgeable and experienced in their respective sectors. The loss of any member may adversely affect CYCLIX LABS or its future development. Further, stability and cohesion within the team is critical to the overall development of CYCLIX LABS. There is the possibility that conflict within the team and/or departure of core personnel may occur, resulting in negative influence on the project in the future.
p. Failure to develop
There is the risk that the development of VAULTFINANCE will not be executed or implemented as planned, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or VaultFi Tokens, unforeseen technical difficulties, and shortage of development funds for activities.
q. Risks Involving Cloud Storage
As CYCLIX LABS may provide a decentralized cloud storage service to individual and institutional clients, including users and applications, CYCLIX LABS and VAULTFINANCE (and services thereon) are susceptible to a number of risks related to the storage of data in the cloud. CYCLIX LABS (and services thereon) may involve the storage of large amounts of sensitive and/or proprietary information, which may be compromised in the event of a cyberattack or other malicious activity. Similarly, CYCLIX LABS and/or services thereon may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. Because users can use a variety of hardware and software that may interface with CYCLIX LABS, there is the risk that CYCLIX LABS and/or services thereon may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Group Entities do not control. The risk that CYCLIX LABS and/or services thereon may face increasing interruptions and the ecosystem on CYCLIX LABS may face additional security vulnerabilities could adversely affect CYCLIX LABS and ecosystem thereon, and therefore the future utility of any VaultFi Tokens that you hold.
r. Timing-related risks
The Company reserves the right to postpone the Token Generation Event (TGE) indefinitely based on market conditions and other factors at its sole discretion. As a token purchaser, you assume the risk of any delay or postponement, and the Company will not be held liable for any resulting financial loss, opportunity cost, or other consequences. No refunds or compensation will be provided due to the postponement, and the decision to resume or cancel the TGE will be made solely by the Company. By purchasing tokens, you accept these terms and waive any claims against the Company for such actions.
s. Other risks
In addition to the aforementioned risks, there are other risks associated with your purchase, holding and usage of VaultFi Tokens, including those that the Seller cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the aforementioned risks.
To the fullest extent permitted by applicable law: (a) in no event will the Company or any of the Indemnified Parties (as defined below) be liable for any direct, indirect, special, incidental, consequential, or exemplary loss 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 VaultFi Token, regardless of the cause 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 basis (even if the Company or any of the Indemnified Parties have been advised of the possibility of such losses and regardless of whether such losses were foreseeable); and (b) in no event will the aggregate liability of the Company and the Indemnified Parties (jointly), whether in contract, tort (including negligence, whether active, passive or imputed), or other legal or equitable basis, arising out of or relating to this agreement or the use of or inability to use the VaultFi Token, exceed the amount paid by the Purchaser to the Company for the VaultFi Token (calculated as at the time of payment).
The Tokens are sold and distributed “as is” and “as available”. THE COMPANY MAKES NO WARRANTY OF ANY KIND, IMPLIED, EXPRESS OR STATUTORY, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM COMPUTER VIRUS OR OTHER MALICIOUS, DESTRUCTIVE OR CORRUPTING CODE, AGENT, PROGRAM OR MACROS, IS GIVEN IN CONJUNCTION WITH THE TOKENS, OR ANY INFORMATION AND MATERIALS PROVIDED TO THE PURCHASER. Except as expressly set forth in this Agreement or any other written agreement, the Purchaser acknowledges that it has not relied upon any representation or warranty made by the Company, or any other Person on the Company’s behalf.
To the fullest extent permitted by applicable law, the Purchaser will indemnify, defend and hold harmless the Company, its related entities as well as its 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 "Indemnified Parties") from and against any and all claims, demands, actions, damages, losses, costs and expenses (including professional and legal fees on a full indemnity basis) that arise from or relate to: (i) the Purchaser's purchase or use of the VaultFi Token; (ii) the Purchaser's responsibilities or obligations under this agreement; (iii) the Purchaser's violation of this agreement; (iv) the Purchaser's violation of any rights of any other person or entity; or (v) the Purchaser's subsequent transfer of the VaultFi Token to any individuals or entities.
THE AGREEMENT AND THE TOKENS BEING SOLD HEREUNDER INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE PURCHASERS WHO CAN BEAR THE LOSS OF THEIR ENTIRE PURCHASE SHOULD ENTER INTO AN AGREEMENT AND ACQUIRE THE TOKENS.
Neither this agreement nor the Tokens being sold 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 purchasers who are eligible to (i) enter into an agreement and that restrict its transfer, assignment or resale; and/or (ii) acquire Tokens and that restrict their transfer, assignment or resale. The agreement and the Tokens may not be offered, sold, assigned or otherwise transferred, pledged or hypothecated except as permitted pursuant to the provisions of (i) the agreement; and (ii) applicable Law.
The agreement and the Tokens are not regulated by any central bank, or other Governmental Authority. The Company provides no representation as to the legal status of the agreement or the Tokens in any jurisdiction. The Company does not provide investment advice with regard to the entry into an agreement or the purchase of the Tokens. The entry into an agreement and the issuance or transfer of the Tokens shall be subject to the Purchaser’s acceptance and execution of the relevant legal disclosures and agreements in connection therewith. It is the Purchaser’s sole responsibility to seek professional advice prior to entering into an agreement with the Company or acquiring Tokens from the Company.
NOTICE TO RESIDENTS OF THE BRITISH VIRGIN ISLANDS
NO INVITATION IS MADE HEREUNDER TO THE PUBLIC IN THE BRITISH VIRGIN ISLANDS TO (I) ENTER INTO AN AGREEMENT WITH THE COMPANY; OR (II) ACQUIRE ANY TOKENS FROM THE COMPANY. NO SALE OF TOKENS SHALL BE MADE TO THE PUBLIC IN THE BRITISH VIRGIN ISLANDS.
NOTICE TO RESIDENTS OF ALL OTHER JURISDICTIONS
NO ACTION HAS BEEN TAKEN TO PERMIT THE OFFER, SALE, POSSESSION OR DISTRIBUTION OF THE AGREEMENT, THE TOKENS OR ANY RELATED DOCUMENTS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. YOU ARE REQUIRED TO INFORM YOURSELF ABOUT, AND TO OBSERVE ANY RESTRICTIONS RELATING TO, THE AGREEMENT, THE TOKENS AND ANY RELATED DOCUMENTS IN YOUR JURISDICTION.
NOTICE TO CITIZENS AND RESIDENTS OF THE UNITED STATES
THE OFFER AND SALE OF THE INTERESTS DESCRIBED HEREUNDER HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. THIS OFFERING IS BEING MADE ONLY WITHIN THE UNITED STATES TO “ACCREDITED INVESTORS” (AS DEFINED IN RULE 501) IN RELIANCE ON REGULATION D UNDER THE SECURITIES ACT. THE INTERESTS MAY NOT BE TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
ANY INTERESTS PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND HAVE BEEN ACQUIRED TO HOLD FOR THE LONG TERM AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNLESS SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.
GENERAL NOTICE
THE SALE OF THE TOKENS IS NOT UNDERWRITTEN. THE SALE PRICE OF THE TOKENS IS SUBJECT TO CHANGE AND HAS BEEN ARBITRARILY SET BY THE COMPANY. THERE CAN BE NO ASSURANCE THAT ANY OF THE TOKENS SHALL BE SOLD.
NEITHER THE AGREEMENT NOR THE TOKENS HAVE BEEN APPROVED OR DISAPPROVED BY ANY GOVERNMENTAL AUTHORITY, NOR HAS ANY SUCH GOVERNMENTAL AUTHORITY REVIEWED THIS DOCUMENT FOR ACCURACY OR COMPLETENESS. BECAUSE THE AGREEMENT AND THE TOKENS HAVE NOT BEEN SO REGISTERED, THERE MAY BE RESTRICTIONS ON THEIR ASSIGNABILITY, TRANSFERABILITY OR RESALE. EACH PROSPECTIVE PURCHASER SHOULD PROCEED ON THE ASSUMPTION THAT THEY MUST BEAR THE ECONOMIC RISKS OF THE ENTRY INTO THE AGREEMENT AND THE ACQUISITION OF THE TOKENS FOR AN INDEFINITE PERIOD, SINCE THE AGREEMENT 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 AND THERE CAN BE NO ASSURANCE THAT ANY MARKET SHALL DEVELOP IN THE FUTURE OR THAT THE TOKENS SHALL BE ACCEPTED FOR INCLUSION ON ANY TRADING EXCHANGE AT ANY TIME IN THE FUTURE. THE COMPANY IS NOT OBLIGATED TO REGISTER FOR SALE, UNDER ANY SECURITIES LAWS, THE TOKENS PURCHASED PURSUANT HERETO. ACCORDINGLY, THE SALE, ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF ANY OF THE TOKENS WHICH ARE PURCHASED PURSUANT HERETO MAY BE RESTRICTED BY (I) THIS AGREEMENT, AND/OR (II) APPLICABLE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OR CITIZENSHIP OF THE PURCHASER OR ITS JURISDICTION OF INCORPORATION OR OPERATION). THE SALE PRICE OF THE TOKENS IS SUBJECT TO CHANGE AND HAS BEEN ARBITRARILY ESTABLISHED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.
CERTAIN INCOME TAX CONSIDERATIONS
THE PURCHASER SHOULD SEEK, AND MUST DEPEND UPON, THE ADVICE OF HIS OR HER TAX ADVISOR WITH RESPECT TO THEIR PURCHASE, AND THE PURCHASER IS RESPONSIBLE FOR THE FEES OF SUCH ADVISOR. NOTHING IN THIS AGREEMENT IS OR SHOULD BE CONSTRUED AS LEGAL OR TAX ADVICE TO THE PURCHASER. THE PURCHASER SHOULD BE AWARE THAT THEIR LOCAL TAX AUTHORITIES MAY NOT AGREE WITH ALL TAX POSITIONS TAKEN BY THE COMPANY 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 PURCHASER. THE COMPANY WILL NOT OBTAIN ANY RULING WITH REGARD TO THE TAX CONSEQUENCES OF THE ENTRY INTO THIS AGREEMENT OR THE PURCHASE OF TOKENS.
THE TAX TREATMENT OF THIS AGREEMENT AND THE DISTRIBUTION OF TOKENS IS UNCERTAIN AND THERE MAY BE ADVERSE TAX CONSEQUENCES FOR THE PURCHASER. THE ENTRY INTO OF THIS AGREEMENT AND THE PURCHASE OF TOKENS PURSUANT HERETO MAY RESULT IN ADVERSE TAX CONSEQUENCES TO THE PURCHASER, INCLUDING WITHHOLDING TAXES, INCOME TAXES AND TAX REPORTING REQUIREMENTS. THE PURCHASER 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 PURCHASE OF TOKENS PURSUANT HERETO.