TERMS OF TOKEN PRE-SALE
THESE TOKEN TERMS RELATE TO AN OFFERING OF TOKENS IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN RULE 902(K) OF REGULATION S UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”)) PURSUANT TO REGULATION S UNDER THE SECURITIES ACT.
NONE OF THE TOKENS TO WHICH THESE TERMS RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN RULE 902(K) OF REGULATION S UNDER THE SECURITIES ACT) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
PLEASE READ THESE TERMS OF THE pSNCA TOKEN SALE CAREFULLY. NOTE THAT THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.
Your purchase of pSNCA, an ERC20 token to be issued by Seller upon purchase (collectively, “pSNCA Tokens”), during the public pSNCA Tokens sale period in which pSNCA Tokens are publicized to the public outside the United States for sale and purchase (the “Sale Period”) from Cicero Creative Ltd, a British Virgin Islands International Business Company, a (“Seller,” “we,” or “us”), is subject to these Terms of Service Token Pre-Sale and other terms and conditions as further discussed below (“Terms” or “Agreement”).
- Purpose and Current of Tokens in the Network
- The pSNCA Tokens are a PROXY for purposes of acquiring the as yet unavailable native SNCA token (the “Network Token”), the proposed native token of the Seneca Network, which such Network Tokens shall be made available to the purchaser upon Network Launch (as such term is defined below).
- The pSNCA Tokens are SOLELY designed and intended to function as a “voucher” for the exchange of each such pSNCA Tokens on a 1:1 (one to one) basis into a Network Token, which such Network Tokens shall only be made available on or about the time of the Network Launch.
- THE PSNCA TOKENS HAVE NO OTHER PURPOSE, FUNCTION, OR USE OTHER THAN AS SET FORTH DIRECTLY ABOVE AND CANNOT BE TRADED NOR USED AS A CURRENCY OR FOR ANY SERVICES. CONVERSION OF ANY PSNCA TOKEN INTO A NETWORK TOKEN SHALL REQUIRE THE TO BE CONVERTED PSNCA TOKEN TO BE “BURNED” (I.E., DESTROYED) AND A CORRESPONDING ADDRESS FOR RECEIPT OF THE NETWORK TOKEN CONVERTED INTO TO BE DESIGNATED, BY MEANS AND METHODS PROVIDED TO PURCHASER BY SELLER ON OR AFTER THE NETWORK LAUNCH, AS SUCH MEANS AND METHODS MAY BE UPDATED FROM TIME TO TIME BY THE SELLER (WHICH MAY INCLUDE THE USE OF DECENTRALIZED APPLICATIONS TO FACILITATE THE FOREGOING.)
- The Network Tokens (as opposed to the pSNCA Tokens) are intended to be part of and compatible with Seller’s proposed Layer-1 Blockchain network and application and development solutions dubbed “SENECA” (collectively referred to as the “Network”), which is further intended to have the functionality as set forth in the “Network Papers” (defined below) at all times subject to the attendant risks outlined on Exhibit A attached hereto, it being understood that the risk set forth in Exhibit A are not intended to be and are not an exhaustive recitation of risk factors (the “Risk Factors”), and any other relevant document(s) and/or materials, including those made available by Seller or its representatives via the Internet, related to the development of the Network, such as the Seneca Litepaper (together, the “Network Papers”). The Purchaser further acknowledges and understands that the Network Papers and Risk Factors are subject to further revisions prior to being finalized in connection with the Network Launch.
- Seller (and its affiliates) intends for the Network Token (as opposed to the pSNCA Tokens) to be the native utility token for the Network, and Seller further intends for such Network to enable a broad computational system which supports applications to be built, deployed and maintained in a decentralized environment (specifically with an emphasis on such applications having their entire runtime in a privacy-preserving mechanism, thereby enabling normal app operation in a decentralized environment, while keeping data under owner control) (the “Services”). Furthermore, it is intended by the Seller for proposed Network to employ the Network Tokens as a means of payment for fees on the proposed Network, in addition to various other functionalities.
- Purchaser further acknowledges and understands that Seller has previously sold, pursuant to “Warrants to Purchase Tokens”, certain rights to certain purchasers for the future acquisition of the Network Tokens.
- Purchase Price, Number of Tokens Purchased, Maximum Purchase Amount. The purchase of any pSNCA Tokens under this Agreement shall be at the Purchase Price (as such term is defined below). Without limiting the foregoing, the Seller reserves the right to refuse any purchase of Tokens by any Purchaser, at any time, for any reason or no reason. The maximum amount of pSNCA Tokens that can be purchased by any individual Purchaser is ten thousand dollars ($10,000) worth of pSNCA Tokens, irrespective of the cryptocurrency or fiat monies being used to make payment by the Purchaser.
- Modifications to this Agreement. We may modify this Agreement at any time by, at our option, posting a revised version thereof on the Seller website and through smart contracts, websites, and other Internet accessible channels that the Seller makes available, or by email. The modified provisions will become effective upon posting or the date indicated in the posting, or if the Seller notifies Purchaser by email, as stated in the email. It is Purchaser’s responsibility to check the Seller website and other channels regularly for any such modifications. Your continued use of pSNCA Tokens (and the Network Tokens) or the Network after any modification become effective constitutes your acceptance of any such modification. Please contact us by email at email@example.com, if you do not accept any modifications.
- Certain Definitions.
“Distribution Compliance Period’’ means the 180-day period following the issuance of the pSNCA Tokens.
“Disqualified Jurisdiction” means the following jurisdictions: the United States (including its various territories and protectorates), Algeria, Antigua & Barbuda, Bangladesh, Bolivia, Belarus, Burma (Myanmar), Burundi, Cote D'Ivoire, Crimea & Sevastopol, Cuba, D.R. Congo, Ecuador, Iran, Iraq, Liberia, Libya, Magnitsky, Mali, Morocco, Nepal, North Korea, Somalia, Sudan, Russian Federation, Syria, Venezuela, Yemen, Zimbabwe, and any other jurisdiction where the investment, purchase, and/or use of the Tokens is unavailable or unlawful.
“Network Launch” means a bona fide creation and delivery of the Network Tokens (as opposed to the pSNCA Tokens) after the date on which the Network has been publicly released by the Seller and has been adopted by third-parties supporting the Network.
“Purchase Price” as published on the presale website at the time of purchase, payable as further described in Section 5 below, at the time of the Purchaser’s purchase of the pSNCA Tokens, it being understood and agreed by the Purchaser, that the Seller reserves the right to modify the foregoing Purchase Price at any time, in its sole discretion, including but not limited in connection with various Promotions, Bonuses, Discounts, Lock-Ups & Other Terms, Conditions, and Features as discussed in Section 12 below it being understood that the Purchase Price will be affected by any such Promotions, Bonuses, Discounts, Lock-Ups & Other Terms, Conditions, and Features.
- Purchase Payment Currency Treatment and Conversion Price. At this time, the Seller shall only accept the below digital assets and/or crypto currencies as a currency and means for payment for purchase of the pSNCA Tokens (collectively, “Digital Assets”). Since the Purchase Amount (or any portion thereof) is to be paid in Digital Assets, the value of the Purchase Amount (or the applicable portion thereof) shall be deemed to be, at the Seller’s election (i) the U.S. dollar equivalent of the applicable Digital Asset as of the date and time this Agreement is executed by the Seller as published on such exchange or exchanges as shall be determined in the sole discretion of the Seller, or (ii) the U.S. dollar value, net of any exchange fees or costs, actually received by the Seller upon exchange of the applicable Digital Asset into U.S. dollars (provided Seller actually converts the Purchase Amount into U.S. dollars as promptly as practicable following the Seller’s receipt of the Purchase Amount).
Token , Network, Contract
Binance Smart Chain
Binance Smart Chain
While the Seller currently allows the use of fiat monies to purchase the pSNCA Tokens, it only does so by and through the fiat to Digital Asset “on-ramp service” which is separately provided by companies such as ConsenSys Software Inc. by and through its MetaMask software and solutions (collectively “MetaMask”). Seller has no affiliation with MetaMask or any other third-party on-ramp service and does not provide any of the associated software solutions, including but not limited to any Wallets (defined below) or their respective “on-ramp service”. By using any MetaMask or other third-party goods or services you will be accepting their respective terms and conditions, and you do so at your own risk.
In order to make purchase of any pSNCA Tokens using Digital Assets, you will have to utilize digital wallets (individually, a “Wallet”, and collectively “Wallets”) to store and transfer your Digital Assets. You understand and agree that Seller does not operate, control, provide, nor warrantee any such Wallets that are provided by any third party, or by any party generally, irrespective of whether any such Wallets have been identified by the Seller or its affiliates as compatible with the sale of the pSNCA Tokens (including but not limited to any Wallets supported by WalletConnect, Inc. or its affiliates, see here for more information: https://walletconnect.com). You must exercise care and caution when utilizing any Wallet in order to make purchase by Digital Assets, and you may be subject to the terms and conditions as well as privacy policies that will govern your interaction with any third party Wallets (including, without limitation any terms and conditions imposed by MetaMask, including without limitation, those available at: https://consensys.net/terms-of-use/). Furthermore, you affirm, acknowledge, and agree that the following risks apply when utilizing any Wallet:
- IF YOU LOSE ACCESS TO YOUR WALLET OR YOUR ENCRYPTED PRIVATE KEYS AND YOU HAVE NOT SEPARATELY STORED A BACKUP OF YOUR WALLET AND CORRESPONDING PASSWORD, YOU ACKNOWLEDGE AND AGREE THAT ANY DIGITAL ASSET AND/OR ANY PSNCA TOKENS OR NETWORK TOKENS YOU HAVE ASSOCIATED WITH THAT WALLET WILL BECOME INACCESSIBLE.
- SELLER, ITS AFFILIATES AND ANY THIRD PARTY PROVIDERS CANNOT RETRIEVE YOUR PRIVATE KEYS OR PASSWORDS IF YOU LOSE OR FORGET THEM. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE SECURITY OF YOUR ACCOUNT, ANY ASSOCIATED CREDENTIALS INCLUDING ANY ACCESS KEYS AND/OR NEAR PRIVATE KEYS. FAILURE TO DO SO MAY RESULT IN THE LOSS OF CONTROL OF ANY DIGITAL ASSETS AND/OR ANY PSNCA TOKENS OR NETWORK TOKENS ASSOCIATED WITH YOUR ACCOUNT(S).
- YOU ACKNOWLEDGE THAT THERE IS ALWAYS A THREAT AND RISK OF THEFT, HACKING, OR OTHER ACTIONS BY CRIMINAL ELEMENTS WORLDWIDE (AND TO POTENTIALLY A GREATER EXTENT THAN TRADITIONAL FINANCIAL MARKETS) AND THAT SELLER CANNOT GUARANTEE THAT EITHER YOU OR SELLER WILL BE IMMUNE FROM SUCH ACTIVITIES OR THAT THE SELLER WALLET WILL PREVENT SUCH THEFT OR HACKING FROM OCCURRING OR PREVENT THE LOSS OR THEFT OF YOUR DIGITAL ASSETS AND/OR ANY PSNCA TOKENS OR NETWORK TOKENS.
- SELLER DOES NOT GUARANTEE THAT ANY SALE, PURCHASE, OR TRANSFER OF ANY AND/OR ANY PSNCA TOKENS OR NETWORK TOKENS WILL BE SECURE OR FREE FROM BUGS, SECURITY VULNERABILITIES OR VIRUSES. YOU ARE RESPONSIBLE FOR CONFIGURING YOUR INFORMATION TECHNOLOGY AND COMPUTER PROGRAMS TO ACCESS THE APPS AND TO USE YOUR OWN VIRUS PROTECTION SOFTWARE.
- The risks described in this section may result in loss of Digital Assets and/or any pSNCA Tokens (and the Network Tokens), decrease in or loss of all value for Digital Assets, inability to access, track or transfer Digital Assets, inability to trade Digital Assets and/or any pSNCA Tokens (and the Network Tokens), inability to receive financial benefits available to other Digital Assets holders, and other financial losses to you. You hereby assume, and agree that Seller will have no responsibility or liability for, such risks. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Seller, its subsidiaries and affiliates, and each of their respective shareholders, members, directors, officers, employees, agents, partners and representatives (collectively, the “Seller Parties”) related to any of the risks set forth herein. In addition, to the fullest extent permitted by applicable law, you release Seller and the other Seller Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.
- Tax Treatment. The Purchase Price that you pay for pSNCA Tokens is exclusive of all applicable taxes. You are solely responsible for determining what, if any, taxes apply to your purchase of pSNCA Tokens (or conversion of the same into Network Tokens, and vice versa), including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting or remitting any sales, use, value added or similar tax arising from your purchase of pSNCA Tokens (or conversion of the same into Network Tokens, and vice versa). You agree not to hold the Seller nor its directors, officers, employees, affiliates (SERV Network, Inc.) or agents (collectively, the “Seller Parties”) liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of Tokens, or any other action or transaction related to the Network.
- Seller Representations.
- The Seller is an International Business Company duly organized, validly existing and in good standing under the laws of the British Virgin Islands, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
- The execution, delivery and performance by the Seller of this Agreement is within the power of the Seller and, other than with respect to the actions to be taken when Tokens are to be delivered to the Purchaser, has been duly authorized by all necessary actions on the part of the Seller. This Agreement constitutes a legal, valid and binding obligation of the Seller, 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.
- Purchaser Eligibility as a non-U.S. Person; Selling Restrictions on Transfer to U.S. Persons.
- Sales of the Token will be made solely to non-U.S. Person(s). A “non-U.S. Person” must meet the criteria set forth in in Rule 902(k) of Regulation S under the 1933 Securities Act (“Rule 902(k)”). A non-U.S. Person according to Rule 902(k) means:
- A natural person who resides outside of the U.S. and its territories;
- A foreign corporation or partnership formed outside of the U.S. and its territories and with its principal place of business outside of the U.S.;
- Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;
- Any estate which is governed by foreign law and of which any professional fiduciary acting as executor is a non-U.S. person as defined above in (i);
- Any trust existing outside of the U.S. and organized according to the laws of a foreign nation;
- Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person.
- IMPORTANT NOTE: Purchaser acknowledges that until the expiration of the ‘‘distribution compliance period’’ (as defined above), Purchaser shall not make any offer or sale of the Tokens to a U.S. person or for the account or benefit of a U.S. person within the meaning of Rule 902(k) under the 1933 Securities Act (the “Act”). Purchaser understands that no action has been taken in any jurisdiction (including the United States) by the Seller that would permit a public offering of the Tokens in any jurisdiction where action for that purpose is required. Consequently, any transfer of the Tokens will be subject to the selling restrictions set forth in this Agreement under this Section 8.
- Purchaser Representations.
- The Purchaser is NOT a U.S. person within the meaning of Rule 902(k) of the Act. The Purchaser has been advised that neither this Agreement, the pSNCA Tokens (and the Network Tokens) have NOT been registered under the Act or any U.S. state securities laws. The Purchaser is purchasing the pSNCA Tokens for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.
- Purchaser acknowledges that until the expiration of the distribution compliance period, Purchaser shall not make any offer or sale of the pSNCA Tokens to a U.S. person or for the account or benefit of a U.S. person within the meaning of Rule 902(k) under the Act. Purchaser understands that no action has been taken in any jurisdiction (including the United States) by the Seller that would permit a public offering of the Tokens in any jurisdiction where action for that purpose is required. Consequently, any transfer of the Tokens will be subject to the selling restrictions set forth in this Agreement.
- The Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Purchaser, 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 Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of this purchase. The Purchaser has made its own investigation and evaluation of this Agreement and the pSNCA Tokens (and the Network Tokens), including the risks involved in entering into this Agreement and purchasing the Tokens prior to the Network Launch. In making such investigation and evaluation, Purchaser has been provided with, and has carefully reviewed the Risk Factors herein, and has consulted with his, her or its own legal, financial and tax advisors as to the merits and risks of entering into this Agreement.
- THE PURCHASER UNDERSTANDS THE PSNCA TOKENS HAVE NO OTHER PURPOSE, FUNCTION, OR USE OTHER THAN AS SET FORTH IN SECTION 1 AND CANNOT BE TRADED NOR USED AS A CURRENCY OR FOR ANY SERVICES. The Purchaser also understands there is no guarantee of a Network Launch or any distribution of the Network Tokens, and the funds generated by this Agreement may be retained by the Seller for its own purposes, rather than committed solely to the development and launch of the Network.
- The Purchaser has read and understands the Network Papers. The Purchaser further acknowledges and understands that the Network Papers are subject to further revisions prior to being finalized in connection with the Network Launch.
- The Purchaser understands that the pSNCA Tokens (and the Network Tokens) design remains under development, and that ongoing development efforts may result in material changes to the current design of the pSNCA Tokens (and the Network Tokens) as outlined in the Network Papers. Further, the Purchaser understands that the timing, the pSNCA Tokens (and the Network Tokens) allocation structure and other ongoing development plans of the Network Launch may be subject to change in the sole and absolute discretion of the Seller.
- The Network Tokens (as opposed to the pSNCA Tokens) are not intended to confer any rights other than rights relating to the provision and receipt of the Services in the Network, subject to limitations and conditions in this Agreement and any current and/or future applicable Network policies, terms, and conditions. In particular, you understand and accept that pSNCA Tokens (and the Network Tokens) do not represent, constitute or confer: any ownership right or stake, share, equity, security, bond, debt instrument, or any other financial instrument or investment or investment carrying equivalent rights.
- The Purchaser understands that the Seller makes no warranties of title or implied warranties of merchantability of fitness for a particular use with respect to the pSNCA Tokens (and the Network Tokens) or their functionality, features, purpose, or attributes in connection with the Network. As a result, you may never receive delivery of the pSNCA Tokens, and you may lose the entire amount of the payment you make to the Seller.
- The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of entering into this Agreement and of purchasing pSNCA Tokens (and the Network Tokens), including without limitation and acknowledgement and assumption of the risk that if issued, the pSNCA Tokens (and the Network Tokens) and the Network may not be broadly adopted, and the pSNCA Tokens (and the Network Tokens) may decrease in value over time and/or lose all their monetary value.
- The Purchaser understands that any purchase of the pSNCA Tokens (and the Network Tokens) involves a high degree of risk. The Purchaser is able to bear the risk of any purchase of the Tokens including, without limitation, the risk of total loss of its purchase monies. The Purchaser has sought its own accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to the issuance and sale of the Tokens in accordance with this Agreement. The Purchaser is NOT relying on any advice or representation of the Seller in connection with entering into this Agreement or the transactions contemplated hereunder or thereunder (other than the representations made by the Seller in this Agreement) and has not received from the Seller any assurance or guarantee as to the merits (whether legal, regulatory, tax, financial or otherwise) of entering into this Agreement or the performance of the Purchaser’s obligations hereunder.
- The Purchaser has not relied on any representations or warranties made by the Seller outside of this Agreement, including, but not limited to, conversations of any kind, whether through oral or electronic communication. The Purchaser represents that it has adequate information on which to base its decision to purchase pSNCA Tokens (and the Network Tokens) through this Agreement, notwithstanding the fact that the terms applying to the use and enjoyment of the pSNCA Tokens (and the Network Tokens) shall be subject to the Applicable Purchase Terms, as modified from time to time. The Purchaser acknowledges that the Terms shall be at the sole and absolute discretion of the Seller and will be binding on the Purchaser regardless of the extent, nature or impact of such changes.
- The Purchaser understands that no national, state, nor regional governmental agency or any other governmental authority has passed on or made any recommendation or endorsement of this Agreement or the pSNCA Tokens (and the Network Tokens) or the fairness or suitability of this purchase, nor has any governmental authority passed upon or endorsed the merits of this offering.
- The Purchaser’s entry into this Agreement complies with applicable laws and regulations in the Purchaser’s jurisdiction.
- The Purchaser understands that the Purchaser bears sole responsibility for any taxes as a result of the matters and transactions that are the subject of this Agreement, and any future acquisition, ownership, use, sale or other disposition of pSNCA Tokens (and the Network Tokens) held by the Purchaser. To the extent permitted by law, the Purchaser agrees to indemnify, defend and hold the Seller or any of its affiliates, employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of the Seller that result from the delivery of Tokens to the Purchaser) associated with or arising from the Purchaser’s purchase of Tokens hereunder, or the use or ownership of pSNCA Tokens (and the Network Tokens).
- The Purchaser is not a resident of, or (if applicable) is not domiciled in, any Disqualified Jurisdiction or purchasing the pSNCA Tokens (and the Network Tokens) from a location in any Disqualified Jurisdiction.
- The Purchaser agrees to comply strictly with all applicable import, re-import, export, and re-export control and sanctions laws, regulations, guidance and programs, including but not limited to the U.S. Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”), the International Traffic in Arms Regulations administered by the U.S. Department of State’s Directorate of Defense Trade Controls (“DDTC”), and economic sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”).
- The Purchaser is not (i) a citizen or resident of a geographic area in which use of Tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, that is identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. If the Purchaser’s country of residence or other circumstances change such that the above representations are no longer accurate, the Purchaser will immediately notify the Seller.
- The Purchaser will not use the pSNCA Tokens (and the Network Tokens) in connection with any activity that violates applicable laws in any relevant jurisdiction, including, but not limited to, use of the pSNCA Tokens (and the Network Tokens) in connection with transactions that violate U.S. federal or state securities or commodity laws.
- The Purchaser will at all times maintain control of the Purchaser’s Wallet where any pSNCA Tokens (and the Network Tokens) are stored, and the Purchaser will not share or disclose the account credentials associated with such wallet with any other party.
- Purchaser understands and acknowledges that the pSNCA Tokens (and the Network Tokens) may be subject to certain Lock-Ups and other restrictions on transferability as required by law or otherwise imposed by the Seller or the Network.
- The Purchaser understands and acknowledges that this Agreement shall not be construed as an invitation to subscribe for any securities, and the Purchaser understands and acknowledges that no actions of, or documentation issued by the Seller, shall be construed as such.
- Network Launch. The Seller shall use commercially reasonable efforts to cause the Network Launch, unless, in the sole and absolute discretion of the Seller, the Network Launch or delivery of the pSNCA Tokens (and the Network Tokens) would not be technically feasible or would not be advisable in light of applicable law.
- Promotions, Bonuses, Discounts, Lock-Ups & Other Terms, Conditions, and Features. From time to time, the Seller may provide various promotional terms and conditions with regard to the Tokens, including but not limited to bonuses, discounts, contests, promotions, etc. (all or each of which may affect or modify the purchase Price set forth in Section 5 above) In addition, Seller may impose additional lock-up time frames and conditions, in its sole discretion. In some cases, Seller may have separate terms and conditions which are complementary to the foregoing, such as rules, regulations, terms and conditions that apply to any of the foregoing items.
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY SELLER, (A) THE PSNCA TOKENS (AND THE NETWORK TOKENS) ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS RELATING TO THE TOKENS (WHETHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE; (B) SELLER DOES NOT REPRESENT OR WARRANT THAT THE PSNCA TOKENS (AND THE NETWORK TOKENS) ARE RELIABLE, CURRENT, ERROR-FREE, OR DEFECT-FREE, MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) SELLER CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PSNCA TOKENS (AND THE NETWORK TOKENS) OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- PURCHASER ACKNOWLEDGES THAT PURCHASER HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON THE SELLER’S BEHALF, INCLUDING, BUT NOT LIMITED TO, CONVERSATIONS OF ANY KIND, WHETHER THROUGH ORAL OR ELECTRONIC COMMUNICATION.
- SELLER DOES NOT AND WILL NOT PROVIDE YOU WITH ANY SOFTWARE OTHER THAN THE TOKENS IN YOUR RESULTING DISTRIBUTION. YOU UNDERSTAND THAT PSNCA TOKENS (AND THE NETWORK TOKENS), DISTRIBUTED LEDGER TECHNOLOGY, THE ETHEREUM PROTOCOL, THE SENECA NETWORK, AND ETHER ARE NEW AND RELATIVELY UNTESTED TECHNOLOGIES OUTSIDE OF SELLER’S CONTROL AND ADVERSE CHANGES IN MARKET FORCES OR TECHNOLOGY WILL EXCUSE SELLER’S PERFORMANCE UNDER THIS AGREEMENT.
- TRANSACTIONS USING DISTRIBUTED LEDGER TECHNOLOGY ARE AT RISK TO MULTIPLE POTENTIAL FAILURES, INCLUDING HIGH NETWORK VOLUME, COMPUTER FAILURE, DISTRIBUTED LEDGER FAILURE OF ANY KIND, USER FAILURE, TOKEN THEFT, AND NETWORK HACKING. WE ARE NOT RESPONSIBLE FOR ANY LOSS OF DATA, ETHER, TOKENS, HARDWARE OR SOFTWARE RESULTING FROM ANY TYPES OF FAILURES, THEFT, OR HACK.
- NO GOVERNMENTAL OR REGULATORY AUTHORITY HAS EXAMINED OR APPROVED ANY OF THE INFORMATION SET FORTH IN THESE TERMS OR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE SELLER. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN UNDER THE LAWS, REGULATORY REQUIREMENTS, OR RULES OF ANY JURISDICTION.
- Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section may not apply to you. In such an event, the terms that are not enforceable in the relevant jurisdiction shall be severed from this Agreement.
- Limitations on Liability
- THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL SELLER OR ANY OF THE SELLER PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSSES OR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, DIMINUTION OF VALUE, LOSS OF USE OR DATA, LOSS OR DEPLETION OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF CONTRACT, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, OR THE LIKE) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF SELLER AND THE SELLER PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO SELLER FOR THE TOKENS.
- The Seller Parties’ aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort or otherwise, will not exceed the Purchase Amount.
- No recourse under or upon any obligation, covenant or agreement contained in this Agreement shall be had against any past, present or future stockholder, officer, director or employee, as such, of the Seller Parties or of any successor, either directly or through the seller or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being, by acceptance hereof and as part of the consideration of the Seller to Purchaser, expressly waived and released.
To the fullest extent permitted by applicable law, Purchaser releases Seller and all other Seller Parties from responsibility, liability, claims, losses, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and the acts or omissions of third parties.
- Dispute Resolution; Governing Law; Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SELLER AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
- This Agreement will be governed by and construed and enforced in accordance with the laws of the laws of the British Virgin Islands, without regard to conflict of law rules or principles (whether of the British Virgin Islands or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
- Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Seller (i) waive your and Seller’s respective rights to have any and all Disputes arising from or related to this Agreement resolved in a court and (ii) waive your and Seller’s respective rights to a jury trial. Instead, you and Seller will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
- Any Dispute arising out of or related to this Agreement is personal to you and Seller and will be resolved solely through individual arbitration and will not be brought as a classwide arbitration, class action or any other type of representative proceeding. There will be no classwide arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
- Any Dispute shall be resolved by final and binding arbitration before a single arbitrator pursuant to the rules of arbitration then in force of the London Court of International Arbitration, which rules are incorporated by reference herein. The elapse of sixty (60) days shall not be a precondition to the obtaining of emergency interim relief, either via arbitration or from a court of appropriate jurisdiction.
- The seat (or legal venue) of arbitration shall be London. Such arbitration shall be the exclusive remedy hereunder; provided that nothing contained in this Section 16 shall limit any party’s right to bring (i) post arbitration actions seeking to enforce an arbitration award or (ii) actions seeking injunctive or other similar relief in the event of a breach or threatened breach of any of the provisions of this Agreement (or any other agreement contemplated hereby). The decision of the arbitrator may, but need not, be entered as judgment in a court of competent jurisdiction. If this arbitration provision is for any reason held to be invalid or otherwise inapplicable to any dispute, the parties agree that any action or proceeding brought with respect to any dispute arising under this Agreement, or to interpret or clarify any rights or obligations arising hereunder, shall be maintained solely and exclusively in the courts of England and Wales. With respect to any action or proceeding that a successful party to the arbitration may wish to bring to enforce any arbitral award or to seek injunctive or other similar relief in the event of the breach or threatened breach of this Agreement (or any other agreement contemplated hereby), each party irrevocably and unconditionally (and without limitation): (i) submits to and accepts, generally and unconditionally the non-exclusive jurisdiction of the courts of England and Wales, (ii) waives any objection it may have now or in the future that such action or proceeding has been brought in an inconvenient forum, (iii) agrees that in any such action or proceeding it will not raise, rely on or claim any immunity (including, without limitation, from suit, judgment, attachment before judgment or otherwise, execution or other enforcement), (iv) waives any right of immunity which it has or its assets may have at any time, and (v) consents generally to the giving of any relief or the issue of any process in connection with any such action or proceeding including, without limitation, the making, enforcement or execution of any order or judgment against any of its property. IN ENTERING INTO THE ARBITRATION PROVISION OF THIS SECTION 16, EACH PARTY TO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.
- This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
- To Purchaser: We may provide any notice to you, at our option, under this Agreement by sending an email to the email address then associated with your Applicable Purchase Terms. It is the responsibility of the Seller to keep its email address current. Seller will be deemed to have received any email sent to such email address when the Seller transmits the email, whether or not the Purchaser actually receives and/or reads such email.
- To Seller: To give Seller notice under this Agreement, Purchaser must contact the Seller by email to firstname.lastname@example.org. Seller may update this email address for notices to us by posting a notice on the Seller website or sending an email to Purchaser. Notices to us will be effective when received by Seller.
- In the event any one or more of the provisions of this Agreement is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Agreement operate or would prospectively operate to invalidate this Agreement, then and in any such event, only such provision(s) will be deemed null and void and will not affect any other provision of this Agreement and the remaining provisions of this Agreement will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
- The Purchaser shall, and shall cause its affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably requested by Seller to carry out the provisions of this Agreement and give effect to the transactions contemplated by this Agreement, including, without limitation, to enable the Seller or the transactions contemplated by this Agreement to comply with applicable laws.
- The Seller shall not be liable or responsible to the Purchaser, nor be deemed to have defaulted under or breached this Agreement, in each case, for any failure or delay in fulfilling or performing its obligations under this Agreement, if and to the extent that such failure or delay is caused by, or results from, acts beyond the affected party’s reasonable control, including, without limitation: (i) acts of God; (ii) pandemics or epidemics (iii) flood, fire, earthquake or explosion; (iv) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, or other civil unrest; (v) applicable law or regulations; (vi) action by any governmental authority; (vii) cyber-attacks, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, spoofing and similar events; or (viii) technological changes (including changes imposed by platforms or networks related to the Tokens and the Network).
- Seller and Purchaser or any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other, and nothing contained herein shall create or imply an agency, joint venture, partnership or other fiduciary relationship between Seller and Purchaser.
- Nothing in this Agreement shall be deemed to create any form of partnership, joint venture, or any similar relationship between you and the Seller and/or other individuals or entities involved with the development, deployment, and maintenance of the Network and/or the Seller Parties and/or the Network.
- This Agreement does not create any third-party beneficiary rights in any person except for any of our affiliates or licensors as provided in this Agreement.
- Seller will not assign this Agreement, or delegate or sublicense any of its rights under this Agreement, without Seller’s prior written consent. Any assignment or transfer in violation of this Section will be void, ab initio. Seller may assign this Agreement under this Agreement or any of its provisions without Purchaser’s consent. Subject to the foregoing, this Agreement under this Agreement will be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns.
- All communications and notices to be made or given pursuant to this Agreement must be in the English language.
A purchase of the Tokens involves a high degree of risk. You should carefully consider the risks and uncertainties described below before deciding to purchase the Tokens. The occurrence of any of the following risks could result in you losing all or part of your investment. IMPORTANT NOTE: all references to the Seller in this Exhibit A shall also include the Seller’s affiliates.
pSNCA Release Risks
Caution Regarding Forward-Looking Statements; Disclaimer.
Certain statements in the Network Papers are forward-looking statements. The words “may,” “will,” “should,” “project,” “anticipate,” “believe,” “estimate,” “intend,” “expect,” “continue,” and similar expressions or negatives thereof are generally intended as forward-looking statements. Such statements, including intended actions and objectives, involve known and unknown risks, and other important factors that could cause the actual results or performance to differ materially from future results expressed or implied by such statements. No representation or warranty is made as to future performance or such statements. All forward-looking statements speak only as of the date of the statement. The Network Papers also contain the following “forward-looking statements”, including but not limited to the anticipated performance of the Seneca Network, the pSNCA Tokens (and the Network Tokens) described within the Network Papers. While these statements represent the Company’s judgments and expectations, a number of risks, uncertainties and other factors could cause actual results to differ materially from Company’s expectations.
Risks Associated with Failure to Reach or Achieve Network Launch or Other Failures Associated Preventing or Frustrating the Release of the pSNCA Tokens (and the Network Tokens).
There may be technical, regulatory, financial, and other hurdles that may undermine, or otherwise prevent the Seller from adequately establishing the Network Launch so as to prevent the proper functionalities of the pSNCA Tokens (and the Network Tokens). Moreover, at any given time even following Network Launch, there may be a variety of legal, regulatory, and/or other issues that may prevent temporarily or permanently adversely affect or frustrate the use or enjoyment of the Network Tokens. Accordingly, Purchasers must be able to bear such risk.
Furthermore there is no guarantee that there will be any network launch or that there will be any delivery of any network tokens irrespective of whether or not the purchaser has purchased any pSNCA tokens.
Network Launch Risks.
While the Seller will use its reasonable best efforts to effectuate a meaningful Network Launch, it cannot guarantee such outcome and accordingly, Network Tokens may never be made available.
Risks Relating to the Further Development and Acceptance of Blockchain Technology and Cryptocurrencies
The growth of the blockchain industry in general and cryptocurrencies in particular is subject to a high degree of uncertainty. The factors affecting the foregoing include, without limitation:
• Worldwide growth in the adoption and use of blockchain technologies and cryptocurrencies;
• Government and quasi-government regulation of blockchain technologies and cryptocurrencies;
• The availability and popularity of other forms or methods of buying and selling goods and services, or trading assets, including new means of using fiat currencies;
• General economic conditions; and
• A decline in the popularity or acceptance of cryptocurrencies.
The slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and cryptocurrencies may deter or delay the acceptance and adoption of the Network and the Tokens.
Risks Associated with the Development and Launch of the Network
The Network has not yet been developed and its development will require significant capital, the expertise of the Seller’s management and substantial time and effort by skilled developers and other parties. The Seller may not retain the services of developers with the technical skills and expertise needed to successfully develop the Network and progress it to a successful launch. In addition, even if the Network is successfully developed and launched, there can be no assurance that the Network will function as intended or that it will be able to sustain long-term operation of the pSNCA Tokens (and the Network Tokens) or other large scale distributed applications or cryptocurrencies. Although the Seller intends for the Network to have the features and specifications set forth in the Network Papers, changes to such features and specifications may be made for any number of reasons. There can be no assurance that the Network or the Tokens will function as described in the Network Papers or will be launched according to the Seller’s current plans.
The Seller plans to incorporate various technology solutions into the Network. Some or all of these technology solutions may be new and/or relatively untested. There is significant risk to building and implementing such new technologies that may have never been used, or that are being used in different ways. There is no guarantee that such technologies will operate as intended or as described in the Network Papers or will be launched according to the Seller’s current plans.
Risks Associated with a Lack of Interest in the Network
It is possible that the Network will not be used by a large number of individuals, companies and other entities and/or that there will be limited public interest in the creation and development of distributed ecosystems (such as the Network) more generally or distributed applications to be used on the Network. Such a lack of use or interest could negatively affect the development of the Network and the pSNCA Tokens (and the Network Tokens).
Technical Risks Associated with the Network
The Network may include coding errors or otherwise not function as intended, which may negatively affect the Network and the functionality of the pSNCA Tokens (and the Network Tokens). Upgrades to the Network after it launches, a hard fork in the Network or a change in how transactions are confirmed on the Network may have unintended adverse effects on the pSNCA Tokens (and the Network Tokens). As a result, any such coding errors or unintended functionalities in the Network may remain unresolved.
Risk that the Network is Superseded
There can be no assurance that the technology being proposed to underpin the Network will not be supplanted by competing protocols that improve upon, or fully replace, the Network technology. It is not known whether the Network will become the predominant protocol adopted globally by the industry. If the Network is surpassed or superseded, usage of the pSNCA Tokens (and the Network Tokens) and adoption may decline. The Network’s technology will be available as open-source, meaning that anyone can copy and disseminate the Network source code either in the same form or with modifications as a “fork.”
Risk of Competing Ecosystems
It is possible that alternative ecosystems could be established that leverage the same open source code and protocol underlying the Network and/or attempt to facilitate services that are materially similar to those provided by the Network. The Network may compete with these alternatives, which could negatively impact the Network and pSNCA Tokens (and the Network Tokens).
Regulatory and Legal Risks
Uncertain Regulatory Framework
The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively affect the pSNCA Tokens (and the Network Tokens) in various ways, including, for example, through a determination that the pSNCA Tokens (and the Network Tokens) are regulated financial instruments that require registration or licensing of those instruments or some or all of the parties involved in the sale, purchase and delivery thereof. The Seller, may cease the distribution of pSNCA Tokens (and the Network Tokens), cease the development of the Network or cease operations in a specific jurisdiction in the event that governmental authority, regulatory actions, changes to law or regulations, or other actions make such distribution, development and/or operations unlawful or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
Activities of Network Users could Create Liability
Through the Network, Seller intends to provide a wide variety of services that enable users to interact and engage in various online and in person activities both domestically and internationally. Our users may use the Network and products in violation of applicable law or in violation of Seller’s terms of service or local laws, rules, and regulations. The existing laws relating to the liability of providers of online products and services for activities of their users are highly unsettled and in flux both within world. Seller and the Network may be subject to lawsuits and/or liability arising from the conduct of Network users Additionally, the conduct of our users may subject us to regulatory enforcement actions and/or liability.
Future litigation may subject Seller and the Network to claims for very large potential damages based on a significant number of online occurrences under statutory or other damage theories. Such claims may result in liability that exceeds Seller’s ability to pay or our insurance coverage. Even if claims against us are ultimately unsuccessful, defending against such claims will increase Seller’s legal expenses and divert management’s attention from the operation of our business, which could materially and adversely impact the Network.
Policies and laws in this area remain highly dynamic, and we may face additional theories of intermediary liability in various jurisdictions. For example, the European Union (the EU) recently approved a copyright directive that will impose additional obligations on online Platforms and failure to comply could give rise to significant liability. And recent laws in Germany (extremist content), Australia (violent content), and Singapore (online falsehoods), as well as other new laws like them, may also expose Internet companies like us to significant liability. Seller may incur additional costs to comply with these new laws, which may have an adverse effect on the Network.
Activities of the Network users could cause Seller and the Network to experience significant adverse political, business, and reputational consequences with users, employees, suppliers, government entities, and other third parties. Even if Seller and the Network comply with legal obligations to remove or disable customer usages, we may maintain relationships with users that others find hostile, offensive, or inappropriate. Seller and the Network may also experience other adverse political, business and reputational consequences with prospective and current users, employees, suppliers, and others related to the activities of our users, especially if such potentially illegal, fraudulent, hostile, offensive, or inappropriate use is high profile.
Problems with the Seller and the Network internal systems, networks, or data, including actual or perceived breaches or failures, could cause the Network to be perceived as insecure, underperforming, or unreliable, the Seller and the Network reputation to be damaged, and our financial results to be negatively impacted
The Seller intends for the Network to provide significant so-called “Layer-1” functionalities, that would enable significant application development, deployment, and implementation across a broad computational network, serving users on a global basis, in a variety of settings, ranging from financial transactions, to health and wellness information driven transactions, and others. Accordingly, this is a very complex, difficult, and potentially unpredictable technological undertaking, leveraging a variety of new, in-house developed, and third-party technologies that may or may not be sufficiently robust, available, reliable, and/or scalable. As a result, various significant issues could arise at any moment with regard to the functionalities and performance of the Network (including the ability of the Seller to even achieve Network Launch), that have to be taken into account with regard to the purchase of any pSNCA Tokens (and the Network Tokens), which imposes a significant degree of risk. Such risks can include, but are not limited to complete Network failure to achieve particular technological and performance goals, risks related to breach and loss of user data, risks related to the hacking and/or other unlawful use of the Network, to harm various users by various third parties, including thieves, hackers, etc., and other risks.
The Seller and the Network will likely face security threats from malicious third parties that could obtain unauthorized access to the Seller and the Network internal systems, networks, and data. It will be virtually impossible for us to entirely mitigate the risk of these security threats and the security, performance, and reliability of the Network may be disrupted by third parties, including nation-states, competitors, hackers, disgruntled employees, former employees, or contractors. The Seller and the Network will also face the possibility of security threats from other sources, such as employee or contractor errors, or malfeasance. While the Seller and the Network anticipate implementing security measures internally and having integrated security measures into the Network, these measures may not function as expected and may not detect or prevent all unauthorized activity, prevent all security breaches, mitigate all security breaches, or protect against all attacks or incidents. We may also experience security breaches and other incidents that may remain undetected for an extended period and, therefore, may have a greater impact on our products and the networks and systems used in our business, and the proprietary and other confidential data contained on the Network or otherwise stored or processed in our operations, and ultimately on the Seller and the Network. The Seller and the Network expect to incur significant costs in the Seller and the Network efforts to detect and prevent security breaches and other security-related incidents, and the Seller and the Network may face increased costs in the event of an actual or perceived security breach or other security-related incident. These cybersecurity risks pose a particularly significant risk to the Seller and the Network which are focused on providing highly secure products to users.
Unauthorized access to, other security breaches of, or security incidents affecting, systems, networks, and data used in our business, including those of our vendors, contractors, or those with which we have strategic relationships, even if not resulting in an actual or perceived breach of our users’ networks, systems, or data, could result in the loss, compromise or corruption of data, loss of business, reputational damage adversely affecting customer or investor confidence, regulatory investigations and orders, litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations, significant costs for remediation, and other liabilities.
Additionally, in the absence of malicious actions, the Network may experience errors, failures, vulnerabilities, or bugs that cause our products not to perform as intended. In addition, deployment of the Network into other computing environments may expose these errors, failures, vulnerabilities, or bugs in the Network. Any such errors, failures, vulnerabilities, or bugs may not be found until after they are deployed to our users and may create the perception that the Network is insecure, underperforming, or unreliable. There can be no assurance that our software code is or will remain free from actual or perceived errors, failures, vulnerabilities, or bugs, or that we will accurately route or process all requests and traffic on the Network.
Problems with the Seller and the Network systems, or those of the Seller and the Network vendors, contractors, or those with which the Seller and the Network have strategic relationships, could result in actual or perceived breaches of the Seller and the Network or the Seller and the Network users’ networks and systems or data. Actual or perceived breaches or other security incidents from these or other causes could lead to claims and litigation, indemnity obligations, regulatory audits, proceedings, and investigations and significant legal fees, significant costs for remediation, the expenditure of significant financial resources in efforts to analyze, correct, eliminate, remediate, or work around errors or defects, to address and eliminate vulnerabilities, and to address any applicable legal or contractual obligations relating to any actual or perceived security breach. They could damage the Seller and the Network relationships with users and have a negative impact on Seller and the Network ability to attract and retain new users. Because the Seller and the Network is focused on providing services to users, we believe that our products and the networks and systems we use in the Network could be targets for hackers and others, and that an actual or perceived breach of, or security incident affecting, the Seller and the Network, systems, or data, could be especially detrimental to our reputation, customer and channel partner confidence in our solution, and the Seller and the Network. If a breach or security incident were to impact the availability of the Network and products, the Network as well as the Seller and the Network reputation, could be adversely affected.
Any cybersecurity insurance that Seller and the Network carry may be insufficient to cover all liabilities incurred by us in connection with any privacy or cybersecurity incidents or may not cover the kinds of incidents for which we submit claims. The successful assertion of one or more large claims against Seller and the Network that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, results of operations, and financial condition, as well as Seller and the Network reputation.
The Network could be adversely impacted by the decision of foreign governments, Internet service providers, or others, in order to enforce certain Internet content blocking efforts
The evolving design of the Network and products may create challenges for various organizations, including governments, that seek to block certain content based on IP address “black lists” or other mechanisms. If these challenges become too difficult for those organizations to overcome, they could make the decision to block content in an overbroad manner. Some of these blocking efforts would be out Seller’s Seller’s control once they have been put in place and may limit Seller’s ability to provide the Network on a fully global basis, which could reduce demand for the Network among current or potential users that are focused on the impacted regions or could otherwise adversely impact the Network.
Failure to comply with laws Relating to Privacy and Security of Personal Information could result in Liability to the Seller and the Network and concerns about Privacy-Related Issues could Damage the Network
Privacy and security of personal information electronically cached or transmitted are very regulated concerns throughout the world including. The Seller recognizes that the Seller and the Network must assure compliance with any and all such privacy and security laws and regulations, which will inform the deployment and practices set forth within the Seller’s own privacy policies, legal standards for privacy continue to evolve and any failure or perceived failure to comply may result in proceedings or other actions against us by individuals and/or government entities/agencies, or could cause us to lose end-users, which could have a material adverse effect on the Network. In addition, the Seller and the Network is unable to predict what additional rules, laws, or regulations in the area of privacy of personal information, especially those rules, laws, or regulations pertaining to health information, could be established and what effect that could have on the Seller’s operations and business. Moreover, in the worst case, even mere allegation or concerns about the Seller’s data collection and use practices and/or standards, as well as the Seller’s security protocols as they pertain to personal information or other privacy-related matters, even if baseless despite legal compliance, could damage the Seller and the Network reputation and harm the Seller and the Network. In the United States, the privacy standards and security standards under the Health Insurance Portability and Accountability Act of 1996 (or HIPAA), as amended by the Health Information Technology for Economic and Clinical Health (HITECH) Act of 2009, set forth an array set of privacy and security standards for the handling of protected health information by health plans, medical clearinghouses and medical providers (referred to as “covered entities”) and their “business associates,” which are persons or entities that perform certain services for, or functions or activities on behalf of, a covered entity that involve the creation, receipt, maintenance, or transmission of protected health information. The U.S. Office of Civil Rights may impose penalties on a covered entity for a failure to comply with a requirement of HIPAA.
Legal and Regulatory Factors Relating to the Seller’s Business Model Might Present Barriers to Success
The Network will operate in a new and developing legal and regulatory environment. The established body of law, regulations, and court decisions concerning blockchain and smart contracts is nascent, and the law regarding token sales and cryptocurrencies is developing. As a result, it is possible that there could be legal disputes over the interpretation of smart contracts used in connection with the Network, thus undermining the functionality of the Network and the pSNCA Tokens (and the Network Tokens). To the extent licenses or other authorizations are required in one or more jurisdictions in which the Seller operates or will operate, there is no guarantee that the Seller will be granted such licenses or authorizations. The Seller may need to change its business model, and therefore modify the proposed use of the Network and the pSNCA Tokens (and the Network Tokens) to comply with these licensing and/or registration requirements (or any other legal or regulatory requirements) in order to avoid violating applicable laws or regulations or because of the cost of such compliance.
Risks of Government and Private Actions
The cryptocurrency market is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of the Seller, or enact regulations or pursue enforcement actions against the Seller, which may result in curtailment of, or inability to operate, the Network as intended, or judgments, settlements, fines or penalties against the Seller. In addition, non-governmental parties may bring private legal actions against the Seller, either individually or as a class, which may result in curtailment of, or inability to operate, the Network as intended, or judgments, settlements, fines or penalties against the Seller.
Risks Associated with Intellectual Property Matters
The Seller (nor its affiliates) does not currently hold any issued patents and, thus, would not be entitled to exclude or prevent other entities from replicating its technology, methods and processes. While the Seller enters into confidentiality and invention assignment agreements with its developers, no assurance can be given that these agreements will be effective in controlling access to the Seller’s proprietary information and trade secrets. The confidentiality agreements on which the Seller relies to protect certain technologies may be breached, may not be adequate to protect its confidential information, trade secrets and proprietary technologies and may not provide an adequate remedy in the event of unauthorized use or disclosure of its confidential information, trade secrets or proprietary technology. Further, these agreements do not prevent the Seller’s competitors or others from independently developing technology that is substantially equivalent or superior to their technology. In addition, others may independently discover the Seller’s trade secrets and confidential information, and in such cases, the Seller likely would not be able to assert any trade secret rights against such parties.
Although the Seller does not believe that the technology, processes and methods relating to the Network have been patented by any third party, it is possible that patents have been issued to third parties that cover all or a portion of the Network. Patent holders or other intellectual property owners may assert that the Seller’s methods or practices infringe, misappropriate or otherwise violate their intellectual property or other proprietary rights. Any such claims, regardless of merit, could result in substantial expenses, divert the attention of management or materially disrupt the operation of the Network, including through awarded injunctive relief.
Risks of Losing Access to the Tokens
When issued, the pSNCA Tokens (and the Network Tokens) received by you may be held in a digital wallet or vault, which requires a private key or a combination of private keys for access. Accordingly, loss of the private key(s) associated with your digital wallet or vault storing the pSNCA Tokens (and the Network Tokens) will result in the 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 you use, may be able to misappropriate your Tokens. The Seller is not responsible for any such losses.
In addition, any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store pSNCA Tokens (and the Network Tokens), including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your pSNCA Tokens (and the Network Tokens). Additionally, your failure to follow precisely the procedures set forth for buying and receiving pSNCA Tokens (and the Network Tokens) , may also result in the loss of your Tokens.
Risks Associated with Other Protocols
Because the Tokens and the Network are based on other blockchain protocols such as Polygon, any malfunction, breakdown or abandonment of either protocol may have a material adverse effect on the pSNCA Tokens (and the Network Tokens) or the Network. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the pSNCA Tokens (and the Network Tokens) and the Network by rendering ineffective the cryptographic consensus mechanism that underpins the protocols.
Risks of Hacking and Security Weakness
The pSNCA Tokens (and the Network Tokens) may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the Network or with the Tokens in a variety of ways, including but not limited to malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Network will be released as open-source software, hackers or other individuals may uncover and exploit intentional or unintentional bugs or weaknesses in the Network which may negatively affect the Network and the pSNCA Tokens (and the Network Tokens). Hackers or other malicious groups of organizations may also attempt to get access to private keys or other access credentials of any wallet, vault, or other storage mechanism used to receive and hold the pSNCA Tokens (and the Network Tokens) which would result in the loss of your pSNCA Tokens (and the Network Tokens) or the loss of your ability to access or control your pSNCA Tokens (and the Network Tokens).
Risk to the Network from Malicious Actors; No Control by Seller
If a malicious actor or botnet obtains some control over the Network, such a bad actor could engage in fraudulent or otherwise malicious conduct with respect to the Tokens. As the Seller will not have any management authority or otherwise have any control over the Network, unless it serves in the role of a depositor or validator, the Seller would not have the authority or ability to prevent such a bad actor from engaging in fraudulent or otherwise malicious conduct.
Risks of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, the pSNCA Tokens (and the Network Tokens) are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by the Seller, to offer recourse to you.
Risks Associated with The Sale and Purchase of the pSNCA Tokens (and the Network Tokens)
There can be no assurance that the pSNCA Tokens (and the Network Tokens) Sale will be conducted as expected or that purchasers will subscribe for a significant supply of pSNCA Tokens (and the Network Tokens) available for sale which could impact the Seller’s ability to develop the Tokens and the Network.
The pSNCA Tokens (and the Network Tokens) are intended to be used by users in the pSNCA Tokens (and the Network Tokens). The pSNCA Tokens (and the Network Tokens) are not investment products. There should be no expectation of future profit or gain from the purchase or sale of the pSNCA Tokens (and the Network Tokens). The pSNCA Tokens (and the Network Tokens) do not represent (i) any equity or other ownership interest in the Seller, (ii) any rights to dividends or other distribution rights from the Seller, or (iii) any governance rights in Tokens.
Public policy towards token sales and cryptocurrency is evolving, and it is conceivable that regulators may in the future seek to broaden the scope of regulation of token sales or cryptocurrency. If the offer and sale of the pSNCA Tokens (and the Network Tokens) becomes subject to registration, prospectus or licensing requirements in a particular jurisdiction, the Seller may be found liable if it has not complied with the applicable registration, prospectus or licensing requirements, and the market for the pSNCA Tokens (and the Network Tokens) may be adversely affected. There are also other risks of participating in any token sale involving cryptocurrency, including volatility in cryptocurrency markets, the possibility of increasing regulation of cryptocurrency exchanges, the potential for a post facto government investigation of a token sale and other risks.
While Seller may ultimately provide pSNCA with certain limited governance functionalities, which theoretically would allow holders of the pSNCA Tokens (and the Network Tokens) to influence functionalities, expenditures, and other key decisions with regard to the Network, there is no guarantee that any Purchasers will have any significant impact on the operation of the Network or the Seller.
Risk of Price Volatility
The prices of cryptocurrencies have historically been subject to dramatic fluctuations and are highly volatile, and the market price of the pSNCA Tokens (and the Network Tokens) may also be highly volatile. Several factors may influence the market price of the pSNCA Tokens (and the Network Tokens), including, but not limited to:
• Global supply of cryptocurrencies, both with respect to the number of different cryptocurrencies and the supply of each individual cryptocurrency;
• Global demand for cryptocurrencies, which can be influenced by the growth of acceptance of cryptocurrencies as payment for goods and services, the security of online cryptocurrency exchanges and digital wallets that hold cryptocurrencies, the perception that the use and holding of cryptocurrencies is safe and secure, and the regulatory restrictions on their use;
• Changes in software, software requirements or hardware requirements underlying blockchain technologies;
• Fiat currency withdrawal and deposit policies of cryptocurrency exchanges on which cryptocurrencies may be traded and liquidity on such exchanges;
• Interruptions in service from or failures of major cryptocurrency exchanges;
• Investment and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in cryptocurrencies;
• Monetary policies of governments, trade restrictions, currency devaluations and revaluations; and
• Regulatory measures, if any, that affect the use of cryptocurrencies.
A decrease in the price of a single cryptocurrency may cause volatility in the entire cryptocurrency industry and may affect other cryptocurrencies, including the pSNCA Tokens (and the Network Tokens). For example, a security breach that affects investor or user confidence in Bitcoin or Ethereum may affect the industry as a whole and may also cause the price of the pSNCA Tokens (and the Network Tokens) with certain and other cryptocurrencies to fluctuate.
The tax characterization of the pSNCA Tokens (and the Network Tokens) is uncertain, and you must seek your own tax advice in all jurisdictions relevant to you in connection with your purchase of the pSNCA Tokens (and the Network Tokens). A purchase of the Tokens may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements. It is also possible that the proceeds to the Seller would be subject to significant amounts of income and/or withholding taxes. Further, the use of the pSNCA Tokens (and the Network Tokens) as a form of currency may or may be subject to income taxes, capital gains taxes, value added, sales or use taxes or other forms of taxes. The uncertainty in the tax treatment of the pSNCA Tokens (and the Network Tokens) and transactions in the Tokens may expose subscribers, prospective purchasers and the Seller alike to unforeseen future tax consequences associated with the purchase, ownership, sale or other use of the pSNCA Tokens (and the Network Tokens).
Capital Control Risks
Many jurisdictions impose strict controls on the cross-border flow of capital. Holders of the Tokens may be subject to these regulations.
Countering the Financing of Terrorism (“CFT”) and Anti-Money Laundering (“AML”) Regulations
A variety of countries throughout the world have issued a series of regulations to combat terrorist financing and money-laundering activities, including but not limited to by and through enacting various legislation to control the flow of capital for such illicit activities. In the event that licenses, registrations or other authorizations are required under applicable CFT and/or AML regulations to operate the Network, there is no guarantee that the Seller will be able to successfully obtain such licenses, registrations or authorizations. In addition, any illicit use of the Tokens by bad actors could breach such regulations and seriously impact the global reputation of the Network. In such an event, it is conceivable that this could trigger scrutiny by CFT and AML regulators and potentially cause significant disruption to the distribution and circulation of the Tokens.
Cryptographic tokens such as the pSNCA Tokens (and the Network Tokens) are a new and untested technology. In addition to the risks included herein there are potentially other unanticipated risks associated with the purchase, possession, and use of the pSNCA Tokens (and the Network Tokens). Such risks may further materialize as unanticipated variations or combinations of the risks discussed herein.
THE FOREGOING LIST OF RISK FACTORS DOES NOT PURPORT TO BE A COMPLETE ENUMERATION OR EXPLANATION OF THE RISKS INVOLVED IN ANY PURCHASE OF THE TOKENS. PROSPECTIVE PURCHASERS SHOULD CONSULT WITH THEIR OWN ADVISERS BEFORE DECIDING WHETHER TO MAKE ANY PURCHASE OF THE PSNCA TOKENS (AND THE NETWORK TOKENS).