Definitions
A. The Platform means the
online-platform, developed by the Company and/or its
affiliates.
B. “Account” means the account created
by the Users on the Platform.
C. Damages" means damages, losses,
liabilities, costs or expenses of any kind, whether
direct or indirect, consequential, compensatory,
incidental, actual, exemplary, punitive or special and
including, without limitation, any loss of business,
revenues, profits, data, use, goodwill or other
intangible losses.
D. “User content” means all Content
that a user posts, uploads, publishes, submits or
transmits to be made available through our website.
E. The official language of these terms
shall be English.
F. The headings and sub-headings are
merely for convenience purpose and shall not be used for
interpretation.
Platform and Tokens
In particular, the Tokens are Omni Layer, gold backed
stable coins each representative of one American dollar
($1 USD) and backed by the equivalent value of physical
ninety-nine percent (94.% or higher) gold (the “Gold”)
stored in an international network of vaults.
The Gold will be kept at all times segregated from
website’s property; in addition, website will separately
account the Gold as the ownership of the GUS network.
Thus, in case of insolvency of the Company, You may
reclaim from the insolvency estate an amount of Gold
corresponding to the USD value of GUS coins you own
according to applicable laws. The Company or the Website
is not the owner of the Gold stored
All products stored in the GUS network vaults are
insured based on current market values, protected
against physical loss, theft or damage.
Eligibility
A. In order to purchase coins, you are
required to create an account with us on the website.
You will be able to purchase coins only once when you
create the account on the website.
B. Purchase of coins is available only
to persons who can form legally binding contracts under
applicable law and who are of the age of majority that
is 18 years and are of sound mind;
C. We reserve the right to terminate
your account and refuse to provide you with access to
the Site and the services therein and immediately
suspend your Smart wallet without furnishing you refunds
of the funds in your wallet, if we discover that you are
under the age of 18 years. The Site including the Smart
wallet is not available to persons whose membership has
been suspended or terminated by us for any reason
whatsoever.
4. Registration
4.1 In order to purchase tokens being
offered by the Company, the Buyer needs to register its
account on the website of the Company. In order to
register for the purpose of purchasing the tokens and
availing the services provided therein the buyers will
have to register with us by providing details such as
name, address, e-mail address, contact number and
password.
4.2 You represent and warrant that all
required registration information you submit is truthful
and accurate, and you will maintain the accuracy of such
information. You are responsible for maintaining the
confidentiality of your Account login information and
are fully responsible for all activities that occur
under your Account. You agree to immediately notify us
of any unauthorized use, or suspected unauthorized use
of your Account or any other breach of security. The
website cannot and will not be liable for any loss or
damage arising from your failure to comply with the
above requirements. You must not share your password or
other access credentials with any other person or entity
that is not authorized to access your account. Without
limiting the foregoing, you are solely responsible for
any activities or actions that occur under your website
account access credentials. We encourage you to use a
“strong” password (a password that includes a
combination of upper and lower case letters, numbers,
and symbols) with your account. We cannot and will not
be liable for any loss or damage arising from your
failure to comply with any of the above.
4.3 You agree to provide and maintain
accurate, current and complete information about your
Account. Without limiting the foregoing, in the event
you change any of your personal information as mentioned
above in this Agreement, you will update your Account
information promptly.
4.4 When creating an Account, don’t:
A. Provide any false personal
information to us (including without limitation a false
username) or create any Account for anyone other than
yourself without such other person’s permission;
B. Use a username that is the name of
another person with the intent to impersonate that
person;
C. Use a username that is subject to
rights of another person without appropriate
authorization; or
D. Use a username that is offensive,
vulgar or obscene or otherwise in bad taste.
4.5 We reserve the right to suspend or
terminate your Account if any information provided
during the registration process or thereafter proves to
be inaccurate, false or misleading or to reclaim any
username that you create through the Service that
violates our Terms. If you have reason to believe that
your Account is no longer secure, then you must
immediately notify us at accounts@gus.money.
4.6 You may not transfer or sell your
account on the website and User ID to another party. If
you are registering as a business entity, you personally
guarantee that you have the authority to bind the entity
to this Agreement.
4.7 Our Services are not available to
temporarily or indefinitely suspended members. Our
website reserves the right, in its sole discretion, to
cancel unconfirmed or inactive accounts. Our website
reserves the right to refuse service to anyone, for any
reason, at any time.
4.8 One individual can own only one
account in his/her name.
4.9 You agree to comply with all local
laws regarding online conduct and acceptable content.
You are responsible for all applicable taxes. In
addition, you must abide by our website’s policies as
stated in the Agreement and the website policy documents
published on the Website as well as all other operating
rules, policies and procedures that may be published
from time to time on the Website by Company,
5. Cancellation; Refusal of Purchase Requests
Your purchase of Tokens from us is final, yet can be
instantly exchanged with applicable fees or refunded (a)
as may be required by applicable law or regulation. We
reserve the right to refuse or cancel Token purchase
requests at any time in our sole discretion.
6. Restricted Use Of Tokens
6.1 The Tokens are intended to be used
only:
A. to enable usage of and interaction
with the Platform and to support its development,
testing, deployment, and operation as it is strictly
described in the White Paper;
B. as a means to obtain the
Services as it is strictly described in the
White Paper;
C. as a means to participate in
voting as it is strictly described in the White
Paper; and
6.2 Hereby Buyer accepts explicitly
and agrees that:
A. it is the sole responsibility of
Buyer to determine if Buyer can legally purchase the
Tokens in his jurisdiction and whether Buyer can then
resell the Tokens to another purchaser in any given
jurisdiction; and
B. he is not acquiring the Tokens for
any other uses or purposes, except for as specified on
the Website; and
C. none of the Company Parties has
other obligations, except as expressly stated in this
Agreement.
6.3 Important additional details
regarding the Tokens, the Services, and the Platform are
provided in the White Paper.
6.4 No right created by tokens
A. Although the Tokens may be tradable,
they are not an investment, commodity or security. The
Tokens are not intended to be marketed, offered for
sale, purchased, sold, or traded in any jurisdiction
where they are prohibited by applicable laws or require
further registration with any applicable governmental
authorities.
B. Ownership of the Tokens carries no
rights, express or implied, other than the right to use
the Tokens as specified. In particular, the Tokens do
not provide Buyer with rights of any form with respect
to any of the Company Parties or its revenues or assets,
including any voting, distribution, redemption,
liquidation, proprietary (including all forms of
Intellectual Property), or other financial or legal
rights;
C. do not represent a loan to any
of the Company Parties; and
D. do not provide Buyer with any
ownership or other interest in any of Company Parties.
6.5 Acquisition of the Tokens from
Company does not present an exchange of payment
(Cryptocurrencies or Fiat Currencies) for any form of
shares in any of Company Parties or the Intellectual
Property. For the avoidance of doubt and irrespective of
the provisions of the White Paper, Buyer is not entitled
to any guaranteed form of dividends, revenue
distributions, and voting rights.
7. Data Disclosures, Verification Process, Kyc
Compliance And Consentof Buyers
Your purchase of Tokens from us is final, yet can be
instantly exchanged with applicable fees or refunded (a)
as may be required by applicable law or regulation. We
reserve the right to refuse or cancel Token purchase
requests at any time in our sole discretion.
7.1 Data disclosure
1. User hereby allows access to and
consents to the Company availing of and using the
personal data of the Buyer including but not limited to:
A. Name; Address; Identification
Documents and details contained therein;
B. Numbers and IP addresses from which
the Services of the website are being accessed;
C. Identity numbers and details of all
equipment utilized to access or avail our Services
including Devices from which the our Services are
accessed; the Device numbers, Model and such or other
details that may be culled out through automated
processes; IMEI, ISMI, Operating System, Device model,
RAM and CPU for computers and mobile phones and Unique
installation number, iCloud device or email id for Apple
products; Fingerprinting details and other sensitive
personal information required for allowing or completing
the transactions envisaged herein;
D. We may call upon you to furnish
additional details and / or documents, either pursuant
to governmental or regulatory compliance or due to
modifications in our purchase terms or terms of use.
E. Buyer hereby agrees and undertakes
to comply with the same within the timelines prescribed.
2. In addition to the terms contained
herein, Users shall be bound by the terms of the Privacy
Policy.
7.2 Know your customer compliance
1. Only Users complying with the
following Know Your Customers (“KYC”) procedures would
be allowed to avail of our Services:
2. Users shall provide the following
details and digitized copies of the documents in support
of the same, simultaneously with execution of these
terms failing which, the account shall not be activated:
A. Name;
B. Date of birth(for individuals);
C. Address(residence and mailing
addresses (if different) for a natural person; or
principal place of business and mailing address (if
different) for a person other than a natural person);
D. Identification number.
E. As an evidence of your nationality
or residence you shall provide the Company with a copy
of your passport in high quality color format. If you
represent a legal entity, you shall provide the Company
with documents showing the legal existence of such legal
entity, such as certificate of
incorporation/registration and other similar document
certifying the registration of legal entity in its
country of residence.
3. User hereby consents to retention of
the above details and documents by us for our use. We
shall be entitled to retain the above details and
documents even of those users, whose registration has
been rejected by us.
4. We shall take reasonable care and
caution in the collection and retention of the User
information, data and documents provided. We shall
comply with the Privacy Policy for collection and
retention of User data, including sensitive information
of the user. The Privacy Policy may be periodically
reviewed and revised, modified or updated. By accepting
the terms herein and by continued use of our Services,
Users are deemed to have agreed to such revised terms of
the Privacy Policy and shall be bound by the same. In
the event that a User wishes otherwise, upon compliance
with the procedures set out hereunder for termination,
User may terminate this Agreement.
5. Acceptance of the terms herein shall
tantamount to acceptance of the Privacy Policy and the
terms contained therein. Users are required to read,
understand the Privacy Policy before clicking the “I
Accept” button to our Terms of Purchase.
7.3 Verification process
1. We shall activate the account upon
verification of the details provided under KYC. In the
event of factual inaccuracies, we shall be entitled to
forthwith terminate the account without notice to User
and User shall not be permitted to use the account. We
may seek further documents or details, as per its
revised policies or pursuant to Government or Regulatory
requirements and User shall be bound to comply with the
same. We shall be entitled to terminate existing
accounts for non – compliance of these norms after due
notice.
2. We may, at our discretion, send to
the User intimation of reasons for non-activation of the
account. We are not under an obligation to however
notify rejection of activation of new accounts.
3. Existing Users may be called upon to
comply with the KYC and verification process. In the
event of termination or deactivation of an existing
account, Users shall be duly intimated by us, along with
reasons for such deactivation and the procedures for
redress. Delay in termination of such accounts shall not
amount to waiver of the above mandatory requirement.
7.4 Anti-money laundering & anti–abuse
1. We have has zero tolerance towards
use of our Services for any illegal purpose. Any such
abuse by any User/Buyer shall result in forthwith
termination of the account and reporting of such
activities to concerned regulatory and statutory
authorities.
2. Users shall be bound by the terms of
the Anti-Money Laundering Policy (“AML Policy”) in
addition to the terms contained herein. The terms of the
AML Policy shall be read as part and parcel of these
presents.
3. Users shall ensure that the terms of
the AML Policy are strictly complied with. We shall not
allow our Services and any future platforms that it
might support, to be used for any illegal purpose
including for money laundering or the funding of
terrorism or any other criminal activities.
4. We shall report all suspicious
activities to the concerned authorities to ensure
initiation of investigation and prosecution. Users are
therefore strongly cautioned against misuse of our
Services in any manner for illegal activities.
5. Acceptance of the terms herein shall
tantamount to acceptance of the AML Policy and the terms
contained therein. Users are required to read,
understand and affirm the AML Policy before clicking the
“I Accept” button to these Terms of Service. We may
periodically review and revise, modify or update the AML
Policy to ensure that it complies with the requisites of
applicable Law. By accepting the terms herein and by
continued use of our Services, Users are deemed to have
agreed to such revised terms of the AML Policy and shall
be bound by the same. Users who do not wish to abide by
the same are not permitted to continue use of our
Services and the same shall stand terminated upon
compliance with the process set out there for.
6. We reserves the right to decline or
discontinue, as the case may be, any account, at its
discretion, with present as well as prospective Users at
all times. In the event of any suspicious activity being
disclosed or a User is suspected of abusing our Services
or platform, we shall have the right but not the
obligation to suspend or terminate any account of a
User, until a reasonable and satisfactory explanation
with supporting documents is provided.
7. Where applicable, intimation of such
suspension or termination shall be duly sent to the User
and the accumulated monies or Tokens in the account of
such User shall be duly secured and shall accrue in
favour of such User, unless otherwise appropriated by us
towards dues owed to us or is retained pending
confirmation from a regulatory or statutory authority or
in compliance with an order from a Government Authority
or Court. Amounts lying in the accounts of Users
suspected of illegal activities or of abusing the
platform shall however not be released in favour of such
User until the requisite documents and explanations, as
set out above are furnished or upon receipt of an order
permitting the same from an appropriate Court or
Government authority.
7.5 Suspicious transactions
1. Users are hereby duly cautioned
against use of our Services for illegal activities. Any
such use or attempt to use our Services for illegal
activities shall tantamount to abuse of the terms of
this Agreement, which would result in forthwith
termination of this agreement without notice and
appropriation of the amounts lying in the User account.
2. We shall engage the services of
nodal officer/s for ensuring compliance with its
policies including the AML and KYC Policies (“Nodal
Officer”). The Nodal Officer shall also provide all
details required by regulatory and statutory
authorities.
3. Upon identification of “suspicious
transactions”, as stipulated in the AML Policy, or as
per the internal vigilance process, the Nodal Officer
shall forthwith initiate processes for suspension or
termination of the User account and for reporting the
same applicable regulatory and/or law enforcement
authorities.
4. We may periodically review, revise,
modify or update the KYC and AML Policies including to
ensure its compliance with subsisting / new regulations
and legal requirements. Amended AML and KYC Policies
shall be uploaded on the Website and we shall also
intimate User of such amendments. Non-receipt of such
intimation shall not exonerate User from complying with
the revised AML and KYC Policies. Continued use of our
Services shall be deemed consent to such revised terms.
User shall ensure due compliance with such amended AML
and KYC Policies within timeframes prescribed for the
same. Failure to do so shall amount to a material
breach, which could result in suspension, cancellation
or termination of this agreement. User may also opt to
terminate the Agreement by following prescribed
procedures, in the event that the User does not wish to
comply with such revised policies.
8. User Guidelines
8.1 Users shall ensure strict compliance with the
following user guidelines set out hereunder (“User
Guidelines”):
A. Users shall ensure that they
provide current, accurate, and complete information for
opening the account with us and shall ensure that the
same is updated immediately upon change of circumstances
and also when prompted by us to update the same;
B. User shall not divulge their
account details to third parties. Users shall be solely
responsible for ensuring the confidentiality and
protection of the data pertaining to their account.
C. Users shall not share their
account passwords with third parties;
D.
Users shall not allow third parties to use their
account. Each account is intended for the use of a
single user, who has registered the account upon due
compliance of the KYC norms prescribed.
E.
Similarly, User shall only use the account allotted to
the User and shall not use third party accounts. A
single User shall have only one account and shall not
open or maintain multiple accounts;
F.
User shall not directly or through others gain illegal
access to any account of the members on our website
including their own. Failure to follow the procedures
set out for accessing one’s own account shall amount to
a violation of these terms;
G.
Users shall be fully responsible for all activities that
occur under the User’s Account, irrespective of whether
the User claims personal knowledge of the same or
otherwise;
H. Users shall utilise
our services only for the personal purposes and not for
commercial purposes.
I. Users
shall use their account on our website only for legal
purposes and shall not use any part of our Services, for
or in connection with or to perpetuate or commit any
actions, which amount to a violation of any law,
statute, ordinance or regulation. Users shall be solely
liable for any such illegal activities that they
undertake and the consequences arising therefrom
including those initiated by us, as more fully set out
hereunder;
J. Without prejudice
to the generality of the above, Users shall not use the
our services for any illegal purpose including but not
limited to money laundering, terrorism or to fund any
illegal act. Users shall also not use or avail our
services for converting illegal or wrongful gains
including those from criminal activities;
K. Users shall not use
circumvention or obfuscating technologies to mask their
IP addresses or to hide transaction details;
L. Users shall not create or
circulate any technologies which violate or which would
facilitate other users to violate the terms hereof
including for masking IP addresses or to obfuscate
transaction details;
M. Users
shall ensure that true and correct details are furnished
to us including the personal details required for KYC;
transactional details and such or other Clarifications
the company may require during the subsistence of this
agreement;
N. Users shall not
misrepresent, misinform or misguide us in any manner.
Users are hereby duly informed that we shall share all
details with regulatory or legal authorities and the
User shall be solely be responsible for the correctness
of the contents provided or for legal action for false
or incorrect information furnished;
O.
Users shall avail our services only for legal purposes
and shall not use the same for any illegal or criminal
activities or in connection therewith or in association
thereof.
P. User shall ensure
that the source of the monies used for purchase tokens
is through legal means and shall also ensure that all
transactions on the account are for legal purposes. We
cannot authenticate or verify the details of token
transactions through transfer to the account and failure
to ensure legality of such transactions shall make the
User solely liable for legal action;
Q. Users agree that we do not
entertain Refund and Cancellation of payments in any
circumstances except when required by the Applicable law
8.2 Misuse of the website
1. You may not use the site for any of
the following purposes:
A.
Disseminating any unlawful, harassing, libelous,
abusive, threatening, harmful, vulgar, obscene, or
otherwise objectionable material.
B.
Transmitting material that encourages conduct that
constitutes a criminal offense, results in civil
liability or otherwise breaches any relevant laws,
regulations or code of practice.
C.
Interfering with any other person's use or enjoyment of
the Site.
D. Breaching any
applicable laws;
E. Interfering
or disrupting networks or web sites connected to the
Site.
F. Making, transmitting or
storing electronic copies of materials protected by
copyright without the permission of the owner.
G. Without limiting other
remedies, we may, in our sole discretion, limit,
suspend, or terminate our services and user accounts,
prohibit access to our sites, services, applications,
and tools, and their content, delay or remove hosted
content, and take technical and legal steps to keep
users from using our sites, services, applications, or
tools, if we think that they are creating problems or
possible legal liabilities, infringing the intellectual
property rights of third parties, or acting
inconsistently with the letter or spirit of our
policies. We also reserve the right to cancel
unconfirmed accounts or accounts that have been inactive
for a period of months, or to modify or discontinue our
site, services.
9. Representations And Warranties
9.1 The users represent and covenant as
follows:
A. You have read and understand this
Agreement (including all Exhibits).
B. You have obtained sufficient
information about Tokens to make an informed decision to
purchase Tokens.
C. You understand, acknowledge and
assume the risks associated with the purchase, holding
and use of Tokens in connection with the Platform.
D. You understand that Tokens confer
only the right to access and use the Platform and confer
no other rights of any form with respect to the Platform
or Company or its corporate affiliates, including, but
not limited to, any voting, distribution, redemption,
liquidation, proprietary (including all forms of
intellectual property), or other financial or legal
rights.
E. You are purchasing Tokens solely for
the purpose of accessing and the use of the Platform,
being aware of the commercial risks associated with the
Company and the Platform. You are not purchasing Tokens
for any other purposes, including, but not limited to,
any investment, speculative or other financial purposes.
F. Your purchase of Tokens complies
with applicable law and regulation in your jurisdiction,
including, but not limited to, (i) legal capacity and
any other applicable legal requirements in your
jurisdiction for purchasing our tokens, using our
tokens, and entering into contracts with us, (ii) any
foreign exchange or regulatory restrictions applicable
to such purchase, and (iii) any governmental or other
consents that may need to be obtained.
G. You will comply with any applicable
tax obligations in your jurisdiction arising from your
purchase of Tokens.
H. If you are purchasing Tokens on
behalf of any entity, you are authorized to accept this
Agreement on such entity’s behalf and that such entity
will be responsible for breach of the provisions of this
Agreement by you or any other employee or agent of such
entity.
I. You are not a resident of an
Excluded Country;
J. You have not relied on, or have been
induced into entering this agreement by, any written or
verbal statements or representations made by the Seller,
its directors, employees, contractors, agents,
authorised representatives or advisors;
K. You have read, understood and accept
the terms of:
• this Agreement;
• the
Whitepaper; and
• the Privacy Policy;
L. You have the right to enter into and
perform this Agreement;.
M. You will not add any rights under
this Agreement to any other person prior to Completion;
N. You have sought legal, financial and
taxation advice on the consequences of entering into
this Agreement and are entering into this Agreement in
reliance on that independent advice;
O. You have sought legal advice on
whether it is legal to purchase or own the Tokens in
your jurisdiction, and are not knowingly entering into
this Agreement with knowledge that doing so cause either
party to breach any laws in their jurisdiction;
P. You agree to comply with and abide
to all applicable to the purchase of the Tokens local
laws and regulations of the country, you are the
resident of. The Company shall not be held liable for
any legal or monetary consequence arising from your
violating any local laws or regulations related to your
purchase of the Tokens.
10. The User’s Digital Signature
10.1 After registration on the
website https://gus.money the User will receive a
Login and Password to access our Platform.
10.2 By using the Login and Password
the User confirms the formation of his or her User’s
Electronic signature, and the information in electronic
form, signed by the User using the Electronic signature
(using his or her Login and Password), shall be accepted
by the User and us to be an electronic document equal to
a paper document signed by a handwritten signature.
10.3 All actions carried out with the
use of Login and Password of the user (Electronic
signature), considered to be executed by the User.
10.4 User’s account registration
constitutes an acknowledgement that User is able to
electronically receive, download, and print the present
Token Sale Agreement and any amendments.
11. Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks
associated with purchasing Tokens, holding Tokens, and
using Tokens in connection with the Services and
Platform, as disclosed and explained in Exhibit B. If
you have any questions regarding these risks, please
contact us at foundation@gus.money . BY PURCHASING
TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND
12. Security
You are responsible for implementing reasonable measures
for securing the wallet, vault, or other storage
mechanism you use to receive and hold Tokens you
purchase from us, including any requisite private key(s)
or other credentials necessary to access such storage
mechanism(s). If your private key(s) or other access
credentials are lost, you may lose access to your
Tokens. We are not responsible for any such losses.
13. Personal Information
We may determine, in our sole discretion, that it is
necessary to obtain certain information about you,
including but not limited to instances where we must
obtain certain information in order to comply with
applicable law or regulation in connection.
14. Taxes
The purchase price that you pay for Tokens is exclusive
of all applicable taxes. You are responsible for
determining what, if any, taxes apply to your purchase
of Tokens, including, for example, sales, use, value
added, and similar taxes. It is also your responsibility
to withhold, collect, report, and remit the correct
taxes to the appropriate tax authorities. We are not
responsible for withholding, collecting, reporting, or
remitting any sales, use, value added, or similar tax
arising from your purchase of Tokens.
15. Forward-looking Statements
This Agreement, the White Paper, the Terms of Use of
Website and any other information provided by the
Company or its’ representatives in writing or orally may
include forward looking statements. In general, forward
looking statements can be identified by the use of words
such as "believes", "expects", "does not expect", "is
expected", "targets", "outlook", "plans", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or
"does not anticipate" or variations of such words and
phrases or statements in different languages that
certain actions, events or results "may", "could",
"would", "might" or "will" be taken, occur or be
achieved. Forward looking statements involve known and
unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of
the Company to be materially different from any future
results, performance or achievements expressed or
implied by the forward looking statements. Although the
Company believes it has a reasonable basis for making
these forward-looking statements, Buyer must not place
undue reliance on such forward-looking information. By
its nature, forward looking information involves
numerous assumptions, inherent risks and uncertainties,
both general and specific, which contribute to the
possibility that the predictions, forecasts and other
forward-looking statements will not occur.
16. Limitation of Liability
16.1 The Company shall be responsible
and liable only for (1) correct functioning of the
Platform
16.2 Company and its affiliates and
their respective officers, employees or agents will not
be liable to you or anyone else for any damages of any
kind, including, but not limited to, direct,
consequential, incidental, special or indirect damages
(including but not limited to lost profits, trading
losses or damages that result from use or loss of use of
this website and its products), even if the Company has
been advised of the possibility of such damages or
losses, including, without limitation, from the use or
attempted use of the Website and/or Company’s products
or another linked website.
16.3 Further, neither we nor any of our
affiliates or licensors will be responsible for any
compensation, reimbursement, or damages arising in
connection with: (a) your inability to use the Tokens,
including without limitation as a result of any
termination or suspension of the Ethereum network or
this agreement, including as a result of power outages,
maintenance, defects, system failures or other
interruptions; (b) the cost of procurement of substitute
goods or services; (c) any investments, expenditures, or
commitments by you in connection with this agreement or
your use of or access to the Tokens; or (d) any
unauthorized access to, alteration of, or the deletion,
destruction, damage, loss or failure to store any data,
including records, private key or other credentials,
associated with any Token.
16.4 To the fullest extent permitted by
applicable law, you will indemnify, defend and hold
harmless Company and our respective past, present and
future employees, officers, directors, contractors,
consultants, equity holders, suppliers, vendors, service
providers, parent companies, subsidiaries, affiliates,
agents, representatives, predecessors, successors and
assigns (the “Company Parties”) from and against all
claims, demands, actions, damages, losses, costs and
expenses (including attorneys’ fees) that arise from or
relate to: (i) your purchase or use of Tokens, (ii) your
responsibilities or obligations under this Agreement,
(iii) your violation of this Agreement, or (iv) your
violation of any rights of any other person or entity.
16.5 You will defend, indemnify, and
hold harmless us, our affiliates and licensors, and each
of their respective employees, officers, directors, and
representatives from and against any claims, damages,
losses, liabilities, costs, and expenses (including
reasonable attorney fees) arising out of or relating to
any third-party claim concerning this Agreement or your
use of Tokens contrary to the terms of this Agreement.
If we or our affiliates are obliged to respond to a
third-party subpoena or other compulsory legal order or
process described above, you will also reimburse us for
reasonable attorney fees, as well as our employees’ and
contractors’ time and materials spent responding to the
third-party subpoena or other compulsory legal order or
process at reasonable hourly rates.
16.6 The information, software,
products, and services included in or available through
the Website may include inaccuracies or typographical
errors. Changes are periodically added to the
information herein. Company may make improvements and/or
changes in the Website at any time. Company makes no
representations about the suitability, reliability,
availability, timeliness, and accuracy of the Tokens,
the Website, information, software, products, services
and related graphics contained on the Website for any
purpose. To the maximum extent permitted by applicable
law, Tokens, the Website, all such information,
software, products, services and related graphics are
provided "as is" without warranty or condition of any
kind. Company hereby disclaims all warranties and
conditions with regard to the Tokens, the Website,
information, software, products, services and related
graphics, including all implied warranties or conditions
of merchantability, fitness for a particular purpose,
title and non-infringement.
17. Disclaimer
To the fullest extent permitted by applicable law and
except as otherwise specified in a writing by us, (a)
tokens are sold on an “as is” and “as available” basis
without warranties of any kind, and we expressly
disclaim all implied warranties as to tokens, including,
without limitation, implied warranties of
merchantability, fitness for a particular purpose, title
and non-infringement; (b) we do not represent or warrant
that tokens are reliable, current or error-free, meet
your requirements, or that defects in tokens, if such
are found, will be corrected; and (c) we cannot and do
not represent or warrant that tokens or the delivery
mechanism for tokens are free of viruses or other
harmful components. We will do our best to take all the
possible measures to avoid any token errors and improve
them if any of them were detected. To inform us about
errors, please contact us by email at
foundation@gus.Money
18. Force Majeure
18.1 Our services are offered only on
the digital domain, which is subject to risks including
offensive attacks. We shall not be liable for any loss,
harm or damage caused to the User’s account or the
monies or Tokens accrued therein if the same arises due
to Force Majeure including commissions or omissions by
third parties, forces of nature, offensive attacks on
our servers or on the personal devices of the users or
any loss caused by conditions or events beyond our
reasonable control.
18.2 The above limitation on liability
includes any Force Majeure event set out hereunder
including acts of god; fire, act of terrorists, act of
civil or military authorities, civil disturbance, war,
strike or other labour dispute, interruption in
telecommunications or Internet services or network
provider services, failure of equipment and/or software,
other catastrophe or any other occurrence which is
beyond our reasonable control;
18.3 Offensive attacks including virus
attack, hacking, denial of service attack or theft of
the personal devices of the User resulting in loss or
damage of the account. The validity and enforceability
of any remaining provisions shall not be affected by any
such condition.
18.4 We shall not be liable for any
harm, loss or damage caused to User due to a data breach
of confidential information of the User, including of
the User account details or User password, including
when such breach has occurred due to the User sharing
the details with third parties or the User’s failure to
follow due diligence. We shall also not be responsible
for disclosure by User of account details including by
falling prey by way of a phishing attack.
18.5 “Force Majeure” shall mean
and include any cause arising from or attributable to
acts, or events, beyond our reasonable control,
including natural calamity, strikes, terrorist action or
threat, civil commotion, riot, crowd disorder, invasion,
war, threat of or preparation for war, fire, explosion,
storm, flood, earthquake, subsidence, structural damage,
epidemic or other natural disaster, calamity, attacks
including through computer viruses, hacking, denial of
service attacks, ransomware or other manmade disruptions
or any law, order enactment, statutory direction,
legislation, regulation, rule or ruling of government or
any court of law or of a Government or regulatory
authority.
19. Indemnity
19.1 User shall indemnify the Company,
its representatives, Affiliates and their respective
directors, officers, shareholders, representatives and
assigns (the “Indemnified Parties”) and hold harmless
the Indemnified Parties against and in respect of any
and all claims, losses, damages, expenses, costs or
other liabilities (including attorney’s fees) incurred
or suffered by the Indemnified Parties in any manner
from or due to any failure or default by the User, to
duly perform its obligations under this Agreement and
the terms contained herein or due to any material breach
by User of the User Guidelines or due to any
misrepresentation under this Agreement or in compliance
of its terms.
19.2 We shall indemnify User and hold
harmless against and in respect of claims, losses,
damages, expenses, costs or other liabilities (including
attorney’s fees) incurred or suffered by the User solely
due to any proven willful and malicious act or default
by us. This indemnity is subject to the representations
and warranties set out herein above i.e., we shall not
be liable for any claim, action, loss, damage, expenses,
costs or other liabilities including attorney’s fees
arising out of risks or consequences set out in the
representations and warranties herein or for actions
initiated by us against User for suspension,
cancellation or termination of the account for any
reason. Liability of the Company in any event shall be
limited to the amounts actually received from the User
as consideration. User shall be required to submit proof
thereof for substantiating the claim.
19.3 These provisions shall survive the
expiration or termination of this Agreement.
20. Intellectual Property Rights
20.1 We retain all rights, titles and
interests in all of our intellectual property, including
inventions, discoveries, processes, marks, methods,
compositions, formulae, techniques, information and
data, whether or not patentable, copyrightable or
protectable in trademark, and any trademarks, copyrights
or patents based thereon. You may not use any of our
intellectual property for any reason, except with our
express, prior, written consent.
20.2 In particular, we retain all
intellectual property rights, mostly, but not limited,
to copyright, over the source code forming Tokens. These
terms shall not be understood and interpreted in a way
that they would mean assignment of intellectual property
rights, unless it is explicitly defined so in this
Agreement.
20.3 You are being granted a
non-exclusive, non-transferable, revocable license to
access and use the Platform. Limitation to the
transferability of license shall not be understood in a
way that the users are not allowed to transfer Tokens to
third parties.
20.4 You shall use the Website, the
Platform and the Tokens strictly in accordance with the
provisions of this Agreement and the respective
Whitepaper. As a condition of your use of the Website,
the Platform and Tokens you warrant to the Company that
you will not use the Website, the Platform and Tokens
for any purpose that is unlawful or prohibited by the
provisions of this Agreement. You may not use the Tokens
in any manner that could damage, disable, overburden, or
impair the Website or interfere with any other party's
use and enjoyment of the Website and the Platform. You
may not obtain or attempt to obtain any materials or
information through any means not intentionally made
available or provided for through the Website, the
Platform and/or Tokens and/or other services provided
thereto.
20.5 All content included on the
website, including the Tokens, the Platform, and
associated products and services, such as, but not
limited to, text, graphics, logos, images, source code,
as well as the compilation thereof, and any software
used on the website is the property of the Company and
protected by copyright, trademark and other laws that
protect intellectual property and proprietary rights.
You agree to observe and abide by all copyright and
other proprietary notices, legends or other restrictions
contained in any such content and will not make any
changes thereto.
20.6 Our website, its suppliers and
licensors expressly reserve all intellectual property
rights in all text, programs, products, processes,
technology, content and other materials, which appear on
this Site. Access to this Site does not confer and shall
not be considered as conferring upon anyone any license
under any of Website or any third party's intellectual
property rights. All rights, including copyright, in
this website are owned by or licensed to us or third
party suppliers. Any use of this website or its
contents, including copying or storing it or them in
whole or part, other than for your own personal,
non-commercial use is prohibited without the permission
of our website. You cannot modify, distribute or re-post
anything on this website for any purpose.
20.7 The names and logos and all
related product and service and our slogans are the
trademarks or service marks
of___________________________________. All other marks
are the property of their respective companies. No
trademark or service mark license is granted in
connection with the materials contained on this Site.
Access to this Site does not authorize anyone to use any
name, logo or mark in any manner.
20.8 All materials, including images,
text, illustrations, designs, icons, photographs,
programs, music clips or downloads, video clips and
written and other materials that are part of this Site
(collectively, the "Contents") are intended solely for
personal, non-commercial use. You may download or copy
the Contents and other downloadable materials displayed
on the Site for your personal use only. No right, title
or interest in any downloaded materials or software is
transferred to you as a result of any such downloading
or copying. You may not reproduce (except as noted
above), publish, transmit, distribute, display, modify,
create derivative works from, sell or participate in any
sale of or exploit in any way, in whole or in part, any
of the Contents, the Site or any related software. All
software used on this Site is the property of our
website or its suppliers and protected by laws of
Singapore. The Contents and software on this Site may be
used only as a shopping resource. Any other use,
including the reproduction, modification, distribution,
transmission, republication, display, or performance, of
the Contents on this Site is strictly prohibited. Unless
otherwise noted, all Contents are copyrights, trademarks
and/or other intellectual property owned, controlled or
licensed by our website, one of its affiliates or by
third parties who have licensed their materials to us
and are protected by laws of Singapore. The compilation
(meaning the collection, arrangement, and assembly) of
all Contents on this Site is the exclusive property of
our website and is also protected by laws of Singapore.
20.9 If you learn of any unlawful
material or activity on our website, or any material or
activity that breaches this notice, please inform us. We
respect the intellectual property rights of others and
expect users of the Services to do the same. We will
respond to notices of alleged copyright infringement
that comply with applicable law and are promptly and
properly provided to us. If you have a reason to believe
that Your Content has been copied in a way that
constitutes copyright infringement, please provide us
with the following information:
A. a physical or electronic
signature of the copyright owner or a person authorized
to act on their behalf;
B.
identification of the copyrighted work claimed to have
been infringed;
C. identification
of the material that is claimed to be infringing or to
be the subject of infringing activity and that is to be
removed or access to which is to be disabled, and
information reasonably sufficient to permit us to locate
the material;
D. Your contact
information, including your address, telephone number
and an email address;
E. a
statement by you that you have a good faith belief that
use of the material in the manner complained of is not
authorized by the copyright owner, its agent, or the
law; and
F. a statement that the
information in the notification is accurate, and that
You are authorized to act on behalf of the copyright
owner
20.10 We have the right to remove the
Content alleged to be infringing without prior notice,
at our sole discretion, and without liability to you. In
appropriate circumstances, we will also terminate a
user’s account if we determine that the user is a repeat
infringer.
20.11 Notices regarding our website
should be sent to: foundation@gus.money and our patent
attorneys ben.lehman@appliedmarks.com
21. Termination
21.1 We may, at any time and without
notice, suspend, cancel, or terminate your right to use
the website (or any portion of the website). In the
event of suspension, cancellation, or termination, you
are no longer authorized to access the part of the
website affected by such suspension, cancellation, or
termination. In the event of any suspension,
cancellation, or termination, the restrictions imposed
on you with respect to material downloaded from the
website and the disclaimers and limitations of
liabilities set forth in the Agreement, shall survive.
21.2 Without limiting the foregoing, we
may close, suspend or limit your access to our website:
A. if we determine that you have
breached, or are acting in breach of, this Agreement;
B. if we determine that you have
breached legal liabilities (actual or potential),
including infringing someone else's Intellectual
Property Rights;
C. if we
determine that you have engaged, or are engaging, in
fraudulent, or illegal activities;
D.
to manage any risk of loss to us, a User, or any other
person; or For other similar reasons.
21.3 If we find you breaching these
terms of service, you may also become liable for an
amount of which we have suffered losses/damages.
22.Governing Law, Jurisdiction and Dispute Resolution
22.1 This User Agreement shall be
construed in accord with the applicable laws of
Singapore regardless of your physical location.
22.2 The Courts at Singapore have
exclusive jurisdiction in any proceedings arising out of
this agreement.
23. Dispute Resolution, Binding Arbitration
23.1 Binding Arbitration. Except for
any disputes, claims, suits, actions, causes of action,
demands or proceedings (collectively, “Disputes”) in
which either Party 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 Company (i) waive your and Company’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 Company’s respective rights to a
jury trial. Instead, you and Company 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).
23.2 No Class Arbitrations, Class
Actions or Representative Actions. Any Dispute arising
out of or related to this Agreement is personal to you
and Company and will be resolved solely through
individual arbitration and will not be brought as a
class arbitration, class action or any other type of
representative proceeding. There will be no class
arbitration or arbitration in which an individual
attempt 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.
23.3 Notice; Informal Dispute
Resolution. Each Party will notify the other Party in
writing of any Dispute within thirty (30) days of the
date it arises, so that the Parties can attempt in good
faith to resolve the Dispute informally. Notice to
Company shall be sent by e-mail to Company. Notice to
you shall be sent by email to the then-current email
address in your Account. Your notice must include (i)
your name, postal address, email address and telephone
number, (ii) a description in reasonable detail of the
nature or basis of the Dispute, and (iii) the specific
relief that you are seeking. If you and Company cannot
agree how to resolve the Dispute within thirty (30) days
after the date notice is received by the applicable
Party, then either you or Company may, as appropriate
and in accordance with this Section, commence an
arbitration proceeding.
23.4 Arbitration will occur in Panama.
23.5 The language of the Arbitration
court shall be in English
24. Feedback
We will own exclusive rights, including all intellectual
property rights, to any feedback, suggestions, ideas or
other information or materials regarding our Services
that you provide, whether by email, posting through our
Services or otherwise ("Feedback"). Any Feedback you
submit is non-confidential and shall become the sole
property of the Company. We will be entitled to the
unrestricted use and dissemination of such Feedback for
any purpose, commercial or otherwise, without
acknowledgment or compensation to you. You waive any
rights you may have to the Feedback (including any
copyrights or moral rights). Do not send us Feedback if
you expect to be paid or want to continue to own or
claim rights in them; your idea might be great, but we
may have already had the same or a similar idea and we
do not want disputes. We also have the right to disclose
your identity to any third party who is claiming that
any content posted by you constitutes a violation of
their intellectual property rights, or of their right to
privacy. We have the right to remove any posting you
make on our website if, in our opinion, your post does
not comply with the content standards set out in this
section.
25. Links to Other Websites
Links to third party Websites on this site are provided
solely as a convenience to you. If you use these links,
a new browser will be lodged to access linked Websites.
We have not reviewed these third party Websites and does
not control and is not responsible for any of these
Websites or their content. We do not endorse or make any
representations about them, or any information, or other
products or materials found there, or any results that
may be obtained from using them. If you decide to access
any of the third party Websites linked to this site, you
do this entirely at your own risks.
26. No Waiver Implied
The failure of us to enforce at any time any of the
provisions of these of Agreement, or the failure to
require at any time performance by you of any of the
provisions of these provisions, shall in no way be
construed to be a present or future waiver of such
provisions, nor in any way affect the our right to
enforce each and every such provision thereafter. The
express waiver by us of any provision, condition or
requirement of these provisions shall not constitute a
waiver of any future obligation to comply with such
provision, condition or requirement.
27. Severability
Each Term shall be deemed to be severable. If any Term
or portion thereof is found to be invalid or
unenforceable, such invalidity or unenforceability shall
in no way effect the validity or enforceability of any
other Term.
28. Assignment
28.1 You will not assign any rights or
delegate any obligations under these Terms, in whole or
in part, by operation of law or otherwise, without
obtaining our prior written consent, which may be
withheld in our sole discretion.
28.2 We may assign our rights and
delegate any of our obligations under these Terms, in
whole or in part, without your consent. Any assignment
or delegation in violation of the foregoing will be null
and void. These Terms will be binding and inure to the
benefit of each party’s permitted successors and
assigns.
29. Notices
29.1 Any notices must be given by
postal mail. Contact us via email for updated delivery
address.
29.2 In your case, we will send you any
notice at your provided email address (either during the
registration process or when your email address
changes). Notice shall be deemed given 24 hours after
email is sent, unless the sending party is notified that
the email address is invalid. Alternatively, we may give
you notice by certified mail, postage prepaid and return
receipt requested, to the address provided to us. In
such case, notice shall be deemed given three days after
the date of mailing.
30. Digital Signature
30.1 By using our services, you are
deemed to have executed this Agreement electronically,
effective on the date you register your Account and
start using our services. Your Account registration
constitutes an acknowledgement that you are able to
electronically receive, download, and print this
Agreement.
30.2 In connection with this Agreement,
you may be entitled to receive certain records, such as
contracts, notices, and communications, in writing. To
facilitate your use of the website, you give us
permission to provide these records to you
electronically instead of in paper form.
30.3 By registering for an Account, you
consent to electronically receive and access, via email,
all records and notices for the services provided to you
under this Agreement that we would otherwise be required
to provide to you in paper form. However, we reserve the
right, in our sole discretion, to communicate with you
via the Postal Service and other third-party mail
services using the address under which your account is
registered. Your consent to receive records and notices
electronically will remain in effect until you withdraw
it. You may withdraw your consent to receive further
records and notices electronically at any time by
contacting Customer Support. If you withdraw your
consent to receive such records and notices
electronically, we will terminate your access to the
Services, and you will no longer be able to use the
Services. Any withdrawal of your consent to receive
records and notices electronically will be effective
only after we have a reasonable period of time to
process your request for withdrawal. Please note that
your withdrawal of consent to receive records and
notices electronically will not apply to records and
notices electronically provided by us to you before the
withdrawal of your consent becomes effective.
30.4 In order to ensure that we are
able to provide records and notices to you
electronically, you must notify us of any change in your
email address by updating your Account information on
the website or by contacting Customer Support.
31. Entire Agreement
These Terms collectively represent the entire agreement
and understanding between you and us and supersede any
other agreement or understanding (written, oral or
implied) that you and we may have had. Any statement,
inducement, promise, covenant or condition not expressly
found either in these Terms shall be deemed as void.
32. Contact Us
For any further clarification of our Terms and
Conditions of purchase of tokens, please write to us at
foundation@gus.money
Exhibit A. Risk
Factors Associated With Gus Tokens
Important Note: As noted elsewhere in the Terms and
conditions, the Tokens are not being
structured or any other form of investment product.
Accordingly, none of the information presented in
this Exhibit A is intended to form the basis
for any investment decision, and no specific
recommendations are intended. Company expressly
disclaims any and all responsibility for any direct or
consequential loss or damage of any kind whatsoever
arising directly or indirectly from: (i) reliance on
any information contained in this Exhibit A, (ii)
any error, omission or inaccuracy in any such
information or (iii) any action resulting from such
information.
By purchasing, holding and using Tokens, you
expressly acknowledge and assume the following
risks:
1. Risks Connected to the Value of Tokens
1.1 No Rights, Functionality or Features Other than
Strictly Provided Herein.
The Tokens do not have any rights, uses, purpose,
attributes, functionalities or features, express or
implied, including, without limitation, any uses,
purpose, attributes, functionalities or features on the
Platform, other than strictly provided in the
White Paper.
1.2 Lack of Development of Market for Tokens.
Because there has been no prior public trading market
for the Tokens, the sale of the Tokens may not result in
an active or liquid market for the Tokens. Although
applications have been made to the cryptographic token
exchanges for the Tokens to be admitted to trading, an
active public market may not develop or be sustained
after the Token distribution. If a liquid trading market
for the Tokens does not develop, the price of the Tokens
may become more volatile and token holder may be
unable to sell or otherwise transact in the
Tokens at any time on public exchanges.
1.3 Tokens will always have value.
The Tokens will always have value relative to the gold
reserves held as backing and we guarantee liquidity for
the Tokens. Company Parties are not and shall not be
responsible for or liable for the crypto market value of
the Tokens, the transferability and/or liquidity of the
Tokens and/or the availability of any market for the
Tokens through third parties or otherwise.
1.4 Risks of Negative Publicity.
Negative publicity involving the Company, the Platform,
the Tokens or any of the Company's Parties may
materially and adversely affect the market perception
or market price of the Tokens, whether or not
it is justified.
1.5 Use of Tokens in Restricted Activities by Third
Parties.
Programs or websites banned or restricted in certain
jurisdictions, such as gambling, betting, lottery,
sweepstake, pornography and otherwise, could accept
different crypto-currencies or tokens in their
operation. The regulatory authorities of certain
jurisdictions could accordingly take administrative or
judicial actions against the such programs or websites
or even the developers or users thereof. The Company
neither intends nor is able to act as a censor to
scrutinize to any extent any program or website that
uses Tokens with such goals. Therefore, any punishment,
penalty, sanction, crackdown or other regulatory effort
made by any governmental authority may more or less
frighten or deter existing or potential users away from
using and holding the Tokens, and consequently bring
material adverse impact on the prospect of the Tokens.
1.6 Risks Arising from Taxation.
The tax characterization of the Tokens is uncertain. The
buyer shall seek his own tax advice in connection with
acquisition, storage, transfer and use of the Tokens,
which may result in adverse tax consequences to the
buyer, including, without limitation, withholding taxes,
transfer taxes, value added taxes, income taxes and
similar taxes, levies, duties or other charges and
tax reporting requirements.
2. Blockchain and Software Risks
2.1 Blockchain Delay Risk
On the most blockchains used for cryptocurrencies'
transactions (e.g., Ethereum, Bitcoin blockchains),
timing of block production is determined by proof of
work so block production can occur at random times. For
example, the cryptocurrency sent as a payment for the
Tokens in the final seconds of the Token sale may not
get included into that period. The respective blockchain
may not include the purchaser’s transaction at the time
the purchaser expects and the payment for the Tokens may
reach the intended wallet address not in the same
day the purchaser sends the cryptocurrency.
2.2 Blockchain Congestion Risk
The most blockchains used for cryptocurrencies'
transactions (e.g., Ethereum, Bitcoin blockchains) are
prone to periodic congestion during which transactions
can be delayed or lost. Individuals may also
intentionally spam the network in an attempt to gain an
advantage in purchasing cryptographic tokens. That may
result in a situation where block producers may not
include the purchaser’s transaction when the purchaser
wants or the purchaser’s transaction may not be
included at all.
2.3 Risk of Software Weaknesses.
The token smart contract concept, the underlying
software application and software platform (i.e. the
Ethereum, Bitcoin blockchains) are still in an early
development stage and unproven. There are no
representations and warranties that the process for
creating the Tokens will be uninterrupted or error-free.
There is an inherent risk that the software could
contain weaknesses, vulnerabilities or bugs causing,
inter alia, the complete loss of the cryptocurrency
and/or the Tokens.
2.4 Risk of New Technology.
The Platform, the Tokens and all of the matters set
forth in the White Paper are new and untested. The
Platform and the Tokens might not be capable of
completion, creation, implementation or adoption. It is
possible that no blockchain utilizing the Platform will
be ever launched. Purchaser of the Tokens should not
rely on the Platform, the token smart contract or the
ability to receive the Tokens associated with the
Platform in the future. Even if the Platform is
completed, implemented and adopted, it might not
function as intended, and any Tokens may not have
functionality that is desirable or valuable. Also,
technology is changing rapidly, so the Platform
and the Tokens may become outdated.
3. Security Risks
3.1. Risk of Loss of Private Keys.
The Tokens may be held by token holder in his digital
wallet or vault, which requires a private key, or a
combination of private keys, for access. Accordingly,
loss of requisite private keys associated with such
token holder’s digital wallet or vault storing the
Tokens will result in loss of such Tokens, access to
token holder’s Token balance and/or any initial balances
in blockchains created by third parties. Moreover, any
third party that gains access to such private keys,
including by gaining access to login credentials of a
hosted wallet or vault service the token holder uses,
may be able to misappropriate the token holder’s
Tokens.
3.2. Lack of Token Security.
The Tokens may be subject to expropriation and or/theft.
Hackers or other malicious groups or organizations may
attempt to interfere with the token smart contract which
creates the Tokens or the Tokens in a variety of ways,
including, but not limited to, malware attacks, denial
of service attacks, consensus-based attacks, Sybil
attacks, smurfing and spoofing. Furthermore, because the
Ethereum platform rests on open source software, there
is the risk that Ethereum smart contracts may contain
intentional or unintentional bugs or weaknesses which
may negatively affect the Tokens or result in the loss
of Tokens, the loss of ability to access or control the
Tokens. In the event of such a software bug or weakness,
there may be no remedy and holders of the Tokens are not
guaranteed any remedy, refund or compensation.
3.3. Failure to Map a Public Key to Purchaser’s
Account.
Failure of a purchaser of the Tokens to map a public key
to such purchaser’s account may result in third parties
being unable to recognize purchaser’s Token balance on
the Ethereum blockchain when and if they configure the
initial balances of a new blockchain based upon
the Platform.
3.4. Risk of Incompatible Wallet Service.
The wallet or wallet service provider used for the
acquisition and storage of the Tokens has to be
technically compatible with the Tokens. The failure to
assure this may have the result that purchaser of the
Tokens will not gain access to his Tokens.
4. Risks Relating to Company
4.1 Risks relating to Ineffective Management.
The Company and Company Parties may be materially and
adversely affected if they fail to effectively manage
their operations as their business develops and evolves,
which would have a direct impact on the Company's
ability to maintain the Platform and/or launch any
future business lines.
4.2 Risks Related to Highly Competitive
Environment.
The financial technology and cryptocurrency industries,
and the markets in which the Company competes are highly
competitive and have grown rapidly over the past years
and continue to evolve in response to new technological
advances, changing business models and other factors. As
a result of this constantly changing environment, the
Company may face operational difficulties in adjusting
to the changes, and the sustainability of the Company
will depend on its ability to manage its operations and
ensure that it hires qualified and competent employees,
and provides proper training for its personnel. As its
business evolves, the Company must also expand and adapt
its operational infrastructure. The Company cannot give
any assurance that the Company will be able to compete
successfully.
4.3 Risks Relating to General Global Market and
Economic Conditions.
Challenging economic conditions worldwide have from time
to time may continue to contribute to slowdowns in the
information technology industry at large. Weakness in
the economy could have a negative effect on the
Company's business, operations and financial condition,
including decreases in revenue and operating cash flows,
and inability to attract future equity and/or debt
financing on commercially reasonable terms.
Additionally, in a down-cycle economic environment, the
Company may experience the negative effects of a
slowdown in trading and usage of the Platform.
4.4 Risks of Non-Protection of Intellectual Property
Rights.
The Company relies on patents and trademarks and
unpatented proprietary know-how and trade secrets and
employ commercially reasonable methods, including
confidentiality agreements with employees and
consultants, to protect know-how and trade secrets.
However, these methods may not afford complete
protection and the Company cannot give any assurance
that third parties will not independently develop the
know-how and trade secrets or develop better production
methods than the Company.
4.5 Risks of Infringement Claims.
The competitors of the Company, other entities and
individuals, may own or claim to own intellectual
property relating to products and solutions of the
Company. Third parties may claim that products and
solutions and underlying technology of the Company
infringe or violate their intellectual property rights.
The Company may be unaware of the intellectual property
rights that others may claim cover some or all of
products or technology of the Company.
5. Risks Relating to Platform Development
5.1 Risk Related to Reliance on Third
Parties.
Even if completed, the Platform will rely, in whole or
partly, on third parties to adopt and implement it and
to continue to develop, supply, and otherwise support
it. There is no assurance or guarantee that those third
parties will complete their work, properly carry out
their obligations, or otherwise meet anyone’s needs, all
of might have a material adverse effect on the
Platform.
5.2 Dependence of Platform on Senior Management
Team.
Ability of the senior management team which is
responsible for maintaining competitive position of the
Platform is dependent to a large degree on the services
of each member of that team. The loss or diminution in
the services of members of respective senior management
team or an inability to attract, retain and maintain
additional senior management personnel could have a
material adverse effect on the Platform. Competition for
personnel with relevant expertise is intense due to the
small number of qualified individuals, and this
situation seriously affects the ability to retain its
existing senior management and attract additional
qualified senior management personnel, which could have
a significant adverse impact on the Platform.
5.3. Dependence of Platform on Various
Factors.
The development of the Platform may be abandoned for a
number of reasons, including lack of interest from the
public, lack of funding, lack of commercial success
or prospects, or departure of key personnel.
5.4. Lack of Interest to the Platform.
Even if the Platform is finished and adopted and
launched, the ongoing success of the Platform relies on
the interest and participation of third parties like
developers. There can be no assurance or guarantee that
there will be sufficient interest or participation in
the Platform.
5.5. Changes to the Platform.
The Platform is still under development and may undergo
significant changes over time. Although the project
management team intends for the Platform to have the
features and specifications set forth in the White
Paper, changes to such features and specifications can
be made for any number of reasons, any of which may mean
that the Platform does not meet expectations of
holder of the Tokens.
5.6. Ability to Introduce New Technologies.
The blockchain technologies industry is characterized by
rapid technological change and the frequent introduction
of new products, product enhancements and new
distribution methods, each of which can decrease demand
for current solutions or render them obsolete.
5.7. Risk Associated with Other Applications.
The Platform may give rise to other, alternative
projects, promoted by unaffiliated third parties, under
which the Token will have no intrinsic value.
5.8. Risk of Dissolution of Company or
Platform.
It is possible that, due to any number of reasons,
including, but not limited to, an unfavorable
fluctuation in the value of Ethereum, Bitcoin or other
cryptographic and fiat currencies, decrease in the
Tokens utility due to negative adoption of the Platform,
the failure of commercial relationships, or intellectual
property ownership challenges, the Platform may no
longer be viable to operate and the Company may
dissolve.
6. Governmental Risks
6.1. 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 impact the tokens in various ways, including,
for example, through a determination that the tokens are
regulated financial instruments that require
registration. Company may cease the distribution of the
Tokens, the development of the Platform or cease
operations in a jurisdiction in the event that
governmental actions make it unlawful or commercially
undesirable to continue to do so.
6.2. Failure to Obtain, Maintain or Renew Licenses
and Permits.
Although as of the date of starting of the Token sale
there are no statutory requirements obliging Company to
receive any licenses and permits necessary for carrying
out of its activity, there is the risk that such
statutory requirements may be adopted in the future and
may relate to any of Company Parties. In this case,
Company Parties' business will depend on the continuing
validity of such licenses and permits and its compliance
with their terms. Regulatory authorities will exercise
considerable discretion in the timing of license
issuance and renewal and the monitoring of licensees’
compliance with license terms. Requirements which may by
imposed by these authorities and which may require any
of Company Party to comply with numerous standards,
recruit qualified personnel, maintain necessary
technical equipment and quality control systems, monitor
our operations, maintain appropriate filings and, upon
request, submit appropriate information to the licensing
authorities, may be costly and time-consuming and may
result in delays in the commencement or continuation of
operation of the Platform. Further, private individuals
and the public at large possess rights to comment on and
otherwise engage in the licensing process, including
through intervention in courts and political pressure.
Accordingly, the licenses any Company Party may need may
not be issued or renewed, or if issued or renewed, may
not be issued or renewed in a timely fashion, or may
involve requirements which restrict any Company Party's
ability to conduct its operations or to do so
profitably.
6.3. Risk of Government Action.
The industry in which Company Parties operate 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 Company Parties and/or
pursue enforcement actions against them. All of this may
subject Company Parties to judgments, settlements, fines
or penalties, or cause Company Parties to restructure
their operations and activities or to cease offering
certain products or services, all of which could harm
Company Parties' reputation or lead to higher
operational costs, which may in turn have a material
adverse effect on the Tokens and/or the development of
the Platform.
6.4. Risk of Burdensomeness of Applicable Laws,
Regulations and Standards.
Failure to comply with existing laws and regulations or
the findings of government inspections, or increased
governmental regulation of Company Parties operations,
could result in substantial additional compliance costs
or various sanctions, which could materially adversely
affect Company Parties business and the Platform.
Company Parties operations and properties are subject to
regulation by various government entities and agencies,
in connection with ongoing compliance with existing
laws, regulations and standards. Regulatory authorities
exercise considerable discretion in matters of
enforcement and interpretation of applicable laws,
regulations and standards. Respective authorities have
the right to, and frequently do, conduct periodic
inspections of any Company Party's operations and
properties throughout the year. Any such future
inspections may conclude that any Company Party has
violated laws, decrees or regulations, and it may be
unable to refute such conclusions or remedy the
violations. Any Company Party's failure to comply with
existing laws and regulations or the findings of
government inspections may result in the imposition of
fines or penalties or more severe sanctions or in
requirements that respective Company Party cease certain
of its business activities, or in criminal and
administrative penalties applicable to respective
officers. Any such decisions, requirements or sanctions,
or any increase in governmental regulation of respective
operations, could increase Company Parties' costs and
materially adversely affect Company Parties business
and the Platform.
6.5. Unlawful or Arbitrary Government Action.
Governmental authorities may have a high degree of
discretion and, at times, act selectively or
arbitrarily, without hearing or prior notice, and
sometimes in a manner that is contrary a law or
influenced by political or commercial considerations.
Moreover, the government also has the power in certain
circumstances, by regulation or government act, to
interfere with the performance of, nullify or terminate
contracts. Unlawful, selective or arbitrary governmental
actions have reportedly included the denial or
withdrawal of licenses, sudden and unexpected tax
audits, criminal prosecutions and civil actions. Federal
and local government entities have also used common
defects in matters surrounding the Token sale as
pretexts for court claims and other demands to
invalidate or to void any related transaction, often for
political purposes. In this environment, Company
Parties' competitors may receive preferential treatment
from the government, potentially giving them a
competitive advantage over Company Parties.
6.6. Unticipated risks
Blockchain technologies and cryptographic tokens such as
the Tokens are a relatively new and dynamic technology.
In addition to the risks included above, there are other
risks associated with your purchase, holding and use of
the Tokens, including those that the Company cannot
anticipate. Such risks may further appear as
unanticipated variations or combinations of the risks
discussed above.