NEITHER THE COMPANY NOR THE TOKENS (EACH AS DEFINED BELOW) HAVE BEEN REGISTERED WITH THE BRITISH VIRGIN ISLANDS FINANCIAL SERVICES COMMISSION (THE “BVI FSC”) UNDER THE SECURITIES AND INVESTMENT BUSINESS ACT (AS REVISED) OF THE BRITISH VIRGIN ISLANDS OR OTHERWISE. NEITHER THE BVI FSC, NOR ANY OTHER GOVERNMENTAL AUTHORITY IN THE BVI OR ELSEWHERE, HAS PASSED JUDGMENT UPON OR APPROVED THE TERMS OR MERITS OF THESE TOKEN SALE TERMS OR THE ISSUANCE OF TOKENS. THERE IS NO INVESTMENT COMPENSATION SCHEME AVAILABLE IN THE BVI. TOKENS ARE NOT BEING, AND MAY NOT BE, OFFERED TO THE PUBLIC OR TO ANY PERSON IN THE BVI FOR PURCHASE OR SUBSCRIPTION. TOKENS MAY BE OFFERED TO COMPANIES INCORPORATED UNDER THE BVI BUSINESS COMPANIES ACT (AS REVISED), BUT ONLY WHERE THE OFFER IS MADE TO, AND RECEIVED BY, THE RELEVANT BVI COMPANY ENTIRELY OUTSIDE OF THE BVI.
YOU WILL NOT BE ENTITLED, AS A HOLDER OF TOKENS, TO RECEIVE DIVIDENDS OR VOTE AS A SHAREHOLDER OR BE DEEMED A SHAREHOLDER OF THE COMPANY FOR ANY OTHER PURPOSE, NOR WILL ANYTHING CONTAINED HEREIN BE CONSTRUED TO CONFER UPON YOU, AS SUCH, ANY OF THE RIGHTS OF A SHAREHOLDER OR ANY RIGHT TO VOTE FOR THE ELECTION OF DIRECTORS OR UPON ANY MATTER SUBMITTED TO THE BOARD OF DIRECTORS AT ANY MEETING THEREOF, OR TO GIVE OR WITHHOLD CONSENT TO ANY CORPORATE ACTION OR TO RECEIVE NOTICE OF OR ATTEND SHAREHOLDER OR BOARD MEETINGS, OR TO RECEIVE SUBSCRIPTION RIGHTS OR OTHERWISE.
1. Overview
These Terms govern the Company’s offer to issue Tokens and set out the terms and conditions on which the Company is willing to issue Tokens to you. By purchasing Tokens and/or clicking the button “I accept” or respective check box in connection with or relating to these Terms, you acknowledge that you have read, accept without modifications and agree to be bound by these Terms and all terms incorporated herein by reference, which form a legally binding agreement between you and the Company. You should review these Terms carefully and must not purchase any Tokens if you have not read, understood, or do not agree to these Terms.
The information in these Terms or any other documentation prepared, or caused to be prepared, and published by the Company or its Affiliates (including, without limitation, the Materials) have been prepared for information purposes only and may not be construed to be business, legal, accounting, financial or taxation advice. You should seek independent advice prior to entering into these Terms or purchasing any Tokens.
Any statements contained in the Materials which are not statements of fact are considered “forward looking statements”. Often, but not always, such statements include terms such as "aim", "target", "goal", "anticipate", "believe", "could", "estimate", “intend”, "expect", "if", "intend", "may", "plan", "possible", "probably", "project", "should", "would", "will" or other similar terms. All forward looking statements include known and unknown risks, uncertainties and other factors which may cause the actual future development, availability or features of the Token to be materially different to those noted in the forward looking statements. No reliance should be placed on these statements as being a promise, representation or undertaking as to the future functionality or features of the Tokens.
None of the Company or its Affiliates represent, warrant or undertake that the actual future development, availability or features of the Token will be as noted in any forward looking statements, and the Company and its Affiliates disclaim any responsibility to update any such statements or announce any revisions to such statements.
Whilst every effort is made to ensure that statements of fact made in the Materials are accurate, all estimates, projections, forecasts, prospects, expressions of opinion and other subjective judgments contained in the Materials are based on assumptions considered to be reasonable as of the date of the document in which they are contained and must not be construed as a representation that the matters referred to will occur. Any plans, projections or forecasts mentioned may not be achieved due to multiple risk factors including, without limitation, defects in technology developments, legal or regulatory requirements, corporate actions, or the unavailability of complete and accurate information. You should monitor any changes to the information contained in the Materials.
2. Dictionary
In these Terms:
Affiliates means, in relation to the Company, (i) any person who is an officer, director, member, employee or contractor of the Company, or of any entity that directly or indirectly controls, is controlled by, or is under common control with the Company, or (ii) any entity that directly or indirectly controls, is controlled by, or is under common control with the Company.
Blackpaper means the document (as amended from time to time) published by the Company describing the Token, the Token Sale process, and other relevant information, which is made available to purchasers of the Token via the Website or by any other means as determined by the Company.
Business Day means a day that is not a Saturday, Sunday, or public holiday in the place where the relevant act is to be or may be done (or if unclear, then the British Virgin Islands).
Company means Yolo Ex TokenCo (BVI) Ltd.
Force Majeure Event means an event, circumstance or cause (other than a lack of funds) outside the reasonable control of the affected party and that could not have been prevented by that party taking all reasonable steps, and includes without limitation natural disasters (eg, floods, tornadoes, earthquakes, hurricanes), acts of people (eg, acts of terrorism, riots, strikes, wars), epidemics, pandemics, quarantine and government action.
Government Agency means a government or any governmental, semi governmental, legislative, administrative, regulatory, fiscal, quasi-judicial or judicial entity, authority, department or other body, whether foreign, federal, state, territorial or local (including any self-regulatory organisation established under statute or any stock exchange).
Hyperliquid means the decentralised trading platform known as "Hyperliquid" and available at app.hyperliquid.xyz/trade.
Intellectual Property Rights means all industrial and intellectual property rights and interests of whatever nature throughout the world, conferred under statute, common law or equity, whether existing now or at any time in the future, and includes rights in respect of or in connection with copyright, inventions (including patents), formulae, databases, business processes and methods, circuit layouts, trade marks, service marks, trading names (including both business and company names), domain names, designs, confidential information, trade secrets and know-how and similar industrial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for or renew the registration of such rights.
Loss means all losses, liabilities, damages and claims, and all related costs and expenses (including any and all reasonable legal fees and reasonable costs of investigation, litigation, settlement, judgment, appeal, interest and penalties).
Materials means the Blackpaper, the Website, any marketing materials, and any other documents, whether in electronic or physical form, that relate to the Token or the Token Sale, including these Terms.
OFAC means the Office of Foreign Assets Control of the United States Department of the Treasury (or any successor body).
Sanctions has the meaning given to it in section 6(h).
Taxes means a tax, levy, charge, impost, fee, deduction, compulsory loan or withholding any nature, including, without limitation, any goods and services tax (including GST), value added tax or consumption tax, which is assessed, levied, imposed or collected by a Government Agency, except where the context requires otherwise. This includes, but is not limited to, any interest, fine, penalty, charge, fee or other amount imposed in addition to those amounts.
Terms means these terms and conditions, including any schedules, annexures, or documents incorporated by reference.
Token means the token known as $EX.
Token Sale means the public sale of the Token which will take place at a nominated time that will be available on the Website.
USDC denotes the stablecoin issued by Circle, which is redeemable 1:1 with United States dollars.
Website means the website located at www.yoloex.io/TGE.
Yolo Ex Ecosystem means the Yolo.Ex game (available via the Epic Games Store) and trading interface known as Markets 3.0, together with any related platforms, applications, or services made available by the Company or its Affiliates from time to time.
3. Token specifications
The Token is a utility token built on the HIP-1 standard that is intended for use in the Yolo Ex Ecosystem.
1 billion Tokens will be created, however 100 million Tokens will be available for purchase during the Token Sale in accordance with these Terms.
The Company is under no obligation to confer any rights on Token holders, and any rights conferred may be amended, suspended, or withdrawn by the Company at any time, without notice or liability. Token holders acknowledge and accept that the holding of Tokens does not guarantee the conferral of any rights, benefits, or privileges, except as may be expressly and specifically communicated by the Company from time to time.
By purchasing and holding Tokens, you expressly acknowledge that you are aware that a Token does not provide the Token holder with:
any voting rights, ownership right, interest, share (or equivalent right) in the Company, any other company or collective investment vehicle or the Yolo Ex Ecosystem;
any future right to receive an interest in any Intellectual Property Rights including in relation to the Company, any other company, the Materials or the Yolo Ex Ecosystem;
any equity, revenue or assets in or of the Company or any other company or collective investment vehicle or the Yolo Ex Ecosystem;
any right to demand that the Company or any of its members or their Affiliates purchase or otherwise acquire Tokens from you;
any rights to redeem Tokens or any other cryptographic tokens, however, the Company or any of its Affiliates, subject to the application of governance processes, may buy back Tokens to facilitate Token distribution or incentive objectives;
any other form of participation in or relating to the Company; or
any other right that may be implied by law,
other than the rights that are expressly conferred on the Token holder in accordance with section 3 of these Terms.
4. Purchase process
4.1 Eligibility and restrictions
You must satisfy the following criteria to purchase Tokens and by purchasing Tokens, you represent that you:
are at least 18 years old or the age of majority in the jurisdiction where you reside and have full legal capacity;
are not a citizen or resident of, or located in, any country or territory in an embargo jurisdiction, including Iran, the Democratic People's Republic of Korea, Syria, Sudan, Cuba, Burma, Côte d'Ivoire, Iran, Syria, or any other jurisdiction on a sanction list issued by the United Nations, OFAC, European Union, United Kingdom, United States of America or other competent authority; and
are not purchasing Tokens on behalf of any third party that fails the above checks or by using a blacklisted or sanctioned wallet.
If you do not satisfy the requirements in paragraph 4.1(a)(ii) or 4.1(a)(iii), the Company will take technical measures so that you cannot participate. If you do not satisfy the requirements in paragraph 4.1(a)(ii) or 4.1(a)(iii) and you attempt to circumvent the Company’s ban, via technological and/or other means, the Company will have fulfilled its duty and will not be liable for breach of any relevant embargo restrictions.
4.2 Purchasing Tokens
By participating in the Token Sale, you acknowledge and agree to follow the procedures set out below and to abide by these Terms as well as any terms, conditions and procedures of Hyperliquid, as amended from time to time.
The Token Sale will be conducted through Hyperliquid. To purchase Tokens, you must:
where you commence on the Website, click ‘Trade’ to be redirected to Hyperliquid;
satisfy any requirements contemplated by Hyperliquid’s functionality (eg, connecting a wallet and undertaking any onboarding procedures);
hold sufficient USDC in your connected wallet; and
place an order for Tokens on the on-chain order book using your USDC. If there are available Tokens, Hyperliquid will execute your order and you will receive a corresponding amount of Tokens in your connected wallet.
You acknowledge and agree:
placing an order constitutes your binding offer to purchase Tokens; and
the starting price for Tokens is approximately 0.01 USDC however the price per Token may increase or decrease dynamically as purchasers place orders. The starting price will be confirmed on the Website prior to Token Sale.
The Token Sale will end when:
the full allocation of 100 million Tokens is purchased; or
as determined by the Company in its sole and absolute discretion.
The Company reserves the right, in its sole discretion, to modify any of the Token Sale procedures or any of the timelines described in these Terms due to technical challenges.
5. Purchaser acknowledgements
You acknowledge and agree:
Tokens are not a regulated financial or investment product or security under BVI law and the issue of Tokens does not constitute the issue of a regulated financial or investment product or security under BVI law;
the Company does not hold or operate under any licence, registration or other authorisation in any jurisdiction;
nothing contained in these Terms or in the Materials is intended to constitute, nor shall it be construed as, financial product advice, investment advice, or any other form of advice or recommendation regulated under applicable law. The information provided by the Company is of a general and informational nature only and does not take into account your objectives, financial situation, or needs;
it is your sole responsibility to:
conduct your own independent enquiries and obtain any professional or other advice you consider necessary prior to participating in the Token Sale;
determine if you can legally purchase, hold, transfer or otherwise dispose of Tokens in accordance with the laws of your home or applicable jurisdiction and you must not purchase any Tokens if you are not able to legally do so under the laws of your applicable jurisdiction;
pay all costs and expenses incurred by you (including any fees and disbursements of any advisors retained by you or fees associated with using Hyperliquid) relating to your purchase of Tokens;
determine any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of Tokens which might be encountered; and
determine the income and other tax consequences which may apply in your home or applicable jurisdiction as a result of the purchase, holding, transfer or other disposal of Tokens;
all purchases of Tokens are final. To the maximum extent permitted by applicable law, no refunds, cancellations or exchanges will be provided under any circumstances;
you are solely responsible for ensuring that you have a compatible digital wallet and that you comply with all technical and procedural requirements of both the Website and Hyperliquid;
the Company is not responsible or liable for:
any technical failures, delays or Losses arising from your use of Hyperliquid;
any act, omission or error made by you in relation to the Token Sale or Hyperliquid; and
your failure to follow the procedures described herein;
you or the Company may be required to provide Government Agencies with information concerning your identity or the identity of any persons with a beneficial interest in the Tokens that you purchase and hold (to the extent the Company has or comes into possession of this information). You agree to provide the Company, on request, any required information and assist the Company in connection with a request from any Government Agency; and
to provide all reasonable assistance to us in complying with the Company’s obligations under law and warrant that all information provided to the Company (if any) is accurate and up to date.
other than the rights that are expressly conferred on the Token holder in accordance with section 3 of these Terms.
The distribution of these Terms may be restricted and persons who possess these Terms are obliged to obtain information for themselves about possible legal and regulatory restrictions and to abide by such laws and regulations.
The information contained in these Terms does not constitute an invitation to purchase, or an offer of, Tokens in any jurisdiction or to any person in which, or to which, such offer or issue would be impermissible, restricted or unlawful.
You should carefully weigh the risks, costs, and benefits of acquiring Tokens. Before acting on, or relying upon, any Materials, the Company strongly recommends that you:
consider your own circumstances;
undertake your own investigations and enquiries; and
seek independent legal, accounting, tax, financial, business, technical and other professional advice from an appropriately qualified professional advisor.
6. Representations and warranties
You represent and warrant to the Company that:
if you are an individual, you are of the full age of majority in the jurisdiction in which Tokens are purchased and are legally competent to enter into such a transaction, to perform all of your obligations under these Terms, and are to undertake all actions required in accordance with these Terms;
if you are not an individual, you have the requisite power, authority, legal capacity and competence to purchase Tokens, to perform all of your obligations under these Terms, and all necessary approvals with respect to such matters have been given or obtained;
if you are a body corporate, partnership, unincorporated association, other entity or a decentralised autonomous organisation, you are duly incorporated, formed or created and are validly subsisting under the laws of your jurisdiction of incorporation, formation or creation;
these Terms have been validly accepted by you, and constitute a legal, valid, binding and enforceable obligation, on you, in the jurisdiction in which you have accepted these Terms;
the acceptance of these Terms and the purchasing of Tokens do not, and will not, result in a violation of any law, regulation, order or ruling applicable to you, and do not, and will not, constitute a breach of, or a default under, your constituent documents (if you are not an individual) or any agreement to which you are a party, or by which you are bound;
you confirm that you:
have such knowledge in financial and business affairs, including sufficient knowledge of cryptographic tokens, token wallets, public and private keymanagement, blockchain technology, and blockchain-based software systems as to be capable of evaluating the merits and risks of these Terms and your purchaseof Tokens;
are capable of assessing the proposed purchase of Tokens as a result of your own experience, or as a result of advice that you have received from your legal and/or financial advisor; and
are aware of the characteristics of the Tokens and the risks relating to the purchase of Tokens;
you have independently and without reliance upon the Company or its Affiliates, and based on such information and the advice of such advisors as you deem appropriate, made your own analysis and decision to enter into these Terms and purchase Tokens;
you are not the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”), including appearing on the Specially Designated Nationals and Blocked Persons List of OFAC, or, if you are purchasing as an entity, you are not organised or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions, nor are you otherwise a party with which the Company is prohibited to deal under the laws of the United States;
the Tokens purchased by you will be acquired for investment for your own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and you have no present intention of selling, granting any participation in or otherwise distributing the same. By accepting these Terms, you further represent that you do not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Tokens;
you are aware that you are solely responsible for determining, through professional advice or otherwise:
any restrictions with respect to purchasing Tokens imposed by applicable legislation in the jurisdiction in which you reside or to which you are otherwise subject;
the suitability of purchasing Tokens as relevant to your financial situation; and
the tax consequences of purchasing and dealing with the Tokens;
have not relied upon any statements made by, or purporting to have been made on behalf of, the Company or its Affiliates with respect to such suitability, tax consequences, resale restrictions and 'hold periods';
any resale of Tokens by you will be subject to resale restrictions contained in the relevant laws in your jurisdiction and the jurisdiction of the proposed transferee, applicable to the Company, and it is your responsibility to determine what those restrictions are, and to comply with such restrictions before selling or transferring any the Tokens to a third party;
you acknowledge that these Terms are not a disclosure document (including but not limited to a prospectus or product disclosure statement) and no such document has been filed by the Company with any securities commission or similar regulatory authority in any jurisdiction in connection with the issuance of the Tokens and the issuance is not required to comply with disclosure document requirements under the provisions of applicable securities laws;
the funds that you are using to purchase the Tokens are not (and are not derived from or related to) proceeds of crime for the purposes of any applicable anti-money laundering or counter-terrorism financing legislation in the jurisdiction in which you purchase the Tokens, including but not limited to money laundering, terrorist financing or proliferation financing, and you will not use Tokens to finance or engage in or otherwise support any unlawful activities, and that you acknowledge that the Company may in the future be required by law to disclose information about you or information relating to these Terms (where available);
if required by applicable legislation, regulations, rules, policies or orders by any securities commission or other regulatory authority, you will execute, deliver, file and otherwise assist the Company in filing, such reports, undertakings and other documents with respect to the issue of Tokens;
you acknowledge that the Company may undertake additional token offerings in the future and that there is no assurance that such offerings will be available and if available, on reasonable terms, to you; and
you acknowledge that a purchase of the Tokens is subject to a number or risk factors, some of which are outlined in Attachment A to these Terms.
7. Limitation of liability, release and waiver
To the maximum extent permitted by law, you acknowledge and agree that the Company and its Affiliates are not liable for, and are released from, any allegation, claim or demand, action or expense of every kind and nature, known and unknown (including, but not limited to, claims of negligence, actions for breach of warranty or actions for breach of contract) or any Loss:
to the extent that it arises out of, or otherwise in connection with, your breach of these Terms;
to the extent that it would not have arisen but for:
the enactment or amendment of any legislation or regulations;
a change in the judicial or administrative interpretation of the law; or
a change in the practice or policy of any Government Agency,
after the date of these Terms, including legislation, regulations, amendments, interpretation, practice or policy that has a retrospective effect; and
to the extent that the Loss does not flow directly and naturally from the relevant breach or circumstances, or any Loss that could not reasonably be supposed to have been in the contemplation of the parties as a direct result of the relevant breach or the circumstances at the time the parties entered into these Terms.
You further acknowledge that the Company and any of its Affiliates will not be liable for delays, interruptions, service failures or other problems inherent in the use of the internet or electronic communications or other systems outside their control.
To the extent permitted by law, under no circumstances will the Company and any of its Affiliates in aggregate be liable to you for more than the amount that you may have paid to the Company for the purchase of Tokens.
To the extent permitted by law, you expressly waive any right you may have under any statute or common law principles that would otherwise limit the coverage of this limitation of liability and release in any way.
8. Indemnification
To the fullest extent permitted by law, you will indemnify, defend and hold harmless the Company, its predecessor, successor, assign and its Affiliates from and against all Loss including direct, indirect, incidental, special, exemplary or consequential loss, claims, demands, actions, damages, losses, costs and expenses (known and unknown, and including legal fees) that arise out of, or are otherwise connected with, your breach of these Terms.
This indemnity is in addition to, and not in lieu of, any other indemnities implied into or set forth in any written agreement between you and the Company.
The Tokens are sold on an "as is" and "as available" basis without warranties of any kind. The Company expressly disclaims all implied and statutory warranties as to the Tokens, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, quiet enjoyment, satisfactory quality, and all warranties arising from course of dealing, usage or trade practice. The Company does not represent or warrant that the Tokens are reliable, current or error-free, meet your requirements, or that defects in the Tokens will be corrected. The Company cannot and does not represent or warrant that the Tokens, the use of the Tokens, or the delivery mechanism for Tokens are free of viruses or other harmful components. The Company does not warrant that the use of the Tokens will be uninterrupted.
Transactions using crypto currency and blockchain technology, such as those involving the sale of Tokens, are at risk to multiple potential failures, including but not limited to, high network volume, computer failure, blockchain failure of any kind, and user failure – see Attachment A. The Company is not responsible for any Loss resulting from (i) any such failures, or (ii) any actions taken by you in connection with the Token Sale.
The disclaimers and other risk disclosures contained in these Terms will apply to the fullest extent permitted by applicable law. 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.
10. Security
You are solely responsible for implementing your own measures for securing the wallet, vault or other storage mechanism that you use to receive and hold Tokens purchased from the Company, including, but not limited to, securing your private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost or stolen you may lose access to your Tokens. The Company and its Affiliates will not be responsible for any such loss. You understand that if your private key is breached, hacked, stolen or lost, Tokens purchased may be permanently irrecoverable.
11. Taxation
The Company makes no representations concerning the tax implications of the acquisition, sale, possession or disposal of Tokens. The purchase of Tokens is exclusive of all applicable Taxes. You bear the sole responsibility to determine what, if any, Taxes apply to the purchase of Tokens or the potential appreciation or depreciation in the value of Tokens over time, in your home or other applicable jurisdiction.
By purchasing Tokens, and to the extent permitted by law, you agree not to hold the Company liable for any tax liability or responsibility for withholding, collecting, reporting or remitting any sales, value added, or similar Taxes, associated with or arising from the purchase of Tokens. It is your responsibility to withhold, collect, report and remit the correct Taxes to the appropriate taxation authorities.
12. Data protection
The Company does not collect, process, or store any personal data or personally identifiable information from purchasers in connection with the Token Sale. All transactions are completed without the Company's involvement in the collection or handling of any personal data. You are responsible for ensuring that you understand the privacy and data protection practices of any third parties involved in the transaction process.
By proceeding with the purchase of tokens, you acknowledge and agree that the Company has no access to, or responsibility for, any personal data in connection with your transaction.
13. General
13.1 Variation
The Company reserves the right, in the Company's sole and absolute discretion, to change, modify, add, or remove portions of these Terms at any time, including, without limitation, as is reasonably required to comply with applicable law or regulation, by posting the amended terms on the Website. You will be deemed to have accepted such changes by purchasing Tokens following such amendment, and such amended terms will be effective immediately.
13.2 Force majeure
The Company is not liable for failure to perform any of its obligations in respect of the issue and purchase of Tokens caused by a Force Majeure Event.
If Force Majeure Event occurs, the Company may elect to suspend the issue process, in whole or part, for the duration of the force majeure circumstances.
Unless otherwise expressly stated, these Terms are the entire agreement between the parties about its subject matter and replaces all previous agreements, understandings, representations and warranties about that subject matter.
Any section of these Terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of these Terms is not affected
These Terms are governed by the laws of the British Virgin Islands. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the British Virgin Islands.
The Company's rights will not be waived except where a waiver is in writing signed by the Company. A waiver by either party, or breach of these Terms, will not prejudice the rights of that party, in respect of any subsequent breach of these Terms by the other party. Failure or omission by the Company at any time to enforce or require strict or timely compliance with any provision of these Terms, will not affect or impair that provision in any way or the rights of the Company, to avail itself of the remedies it may have in respect to any breach of any such provision.
13.6 Assignment
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to an Affiliate without notice.
13.7 Interpretation
In these Terms, the following rules of interpretation apply unless the contrary intention appears:
headings are for convenience only and do not affect the interpretation of these Terms;
the singular includes the plural and vice versa;
where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
the words “such as”, “including”, “particularly” and similar expressions are not used as, nor are intended to be, interpreted as words of limitation;
when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day; and
no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these Terms or any part of it.
Attachment A Risk Factors
IMPORTANT: This Attachment A forms part of the Terms. You should read this Attachment A together with the rest of these Terms including (without limitation) the acknowledgements, warnings, disclaimers and limitations of liability, each of which apply to the information communicated in this Attachment A . This attachment sets out some of the risks in connection with tokens, blockchain and the Tokens. This clause does not constitute an exhaustive list of such risks. You acknowledge and agree that you purchase Tokens at your own risk.
WARNING: DO NOT PURCHASE TOKENS IF YOU ARE NOT EXPERIENCED IN DEALING WITH CRYPTOGRAPHIC TOKENS
Purchases of Tokens should only be undertaken by individuals or entities that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens and blockchain-based software systems. You should have a functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. You should have a sound understanding of the risks associated with the purchase of such products.
WARNING: THE PURCHASE OF TOKENS CARRIES RISKS
The purchase of Tokens carries a number of risks. You should carefully consider all risks involved, including, but not limited to, those listed below and, to the extent necessary, consult an appropriate business advisor, financial advisor, lawyer, accountant, or tax professional. If any of the following risks are unacceptable to you, then you should not purchase Tokens. By purchasing Tokens, to the extent permitted by law, you acknowledge and agree that there are risks associated with purchasing, holding and disposing of Tokens. You expressly acknowledge and assume all risks and agree not to hold any of the Company or its Affiliates liable for any direct, indirect, incidental, special, exemplary or consequential loss, damage, cost, demand, action, claim or expense of any kind whatsoever whether known or unknown arising from, or in any way connected to, the issue of Tokens, including, but not limited to, any Loss associated with the risks set out below. The order of risks set out below is not intended to have any bearing on the likelihood of such risk arising, or importance of such risk to any particular person.
1 Risks associated with the development and maintenance of Tokens
Although the Company intends for Tokens to follow the specifications and procedures as set forth in these Terms and in the Materials, and intends to take commercially reasonable steps toward those objectives, the Company may have to make changes to the technological specifications of Tokens for any number of legitimate reasons. This could create the risk that the Tokens, as further developed and maintained, may not meet your expectations at the time of the purchase of Tokens. Furthermore, despite the Company's efforts to develop and maintain the Token, it is still possible that Token will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Token.
2 Risk of losing access to Tokens due to loss of private key(s)
Tokens may be stored in a wallet, which can only be accessed with a password selected by you. The wallet will hold a private key, or a combination of private keys, required to control and dispose of the Tokens stored in your wallet. Any loss of requisite private key(s) associated with your wallet , may result in loss of such Tokens. If you do not maintain an accurate record of your private key or password used to access your private key, this may lead to the loss of your Tokens.
You must safely store your password in one or more backup locations that are well separated from the primary location. If you do not have such experience or expertise, then you should not participate or purchase Tokens.
Any third party that gains access to your private key may be able to gain access to your Tokens. You must take care not to respond to any inquiry regarding your purchase of Tokens, including but not limited to, email requests purportedly sent by the Company or a similar-looking domain.
You understand that if your private key is breached, hacked, stolen or lost, that Tokens purchased will be permanently irrecoverable.
3 Risk associated with the protocol
As Tokens are based on cryptographic token protocols, any malfunction, unexpected functioning, forking, breakdown or abandonment of the protocol may have a materially adverse effect on Tokens, including, but not limited to, impacting your ability to transfer or securely hold Tokens. Such impact could adversely affect your ability to use or transfer Tokens, or the availability of features associated with the Tokens.
Advances in cryptography, or technical advances such as the development of quantum computing, could present risks to Tokens by rendering ineffective the cryptographic consensus mechanism that underpins the protocol.
4 Risk of hacking, cyber threats and security weaknesses
Hackers, individuals, other malicious groups or organisations may attempt to interfere with 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. Advances in code cracking, or technical advances such as the development of quantum computers, could present risks to cryptographic tokens, which could result in the theft or loss of Tokens.The Token Sale is happening through Hyperliquid, which is not controlled or operated by the Company. There is the risk that Hyperliquid may become unavailable or interrupted, based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Company does not control. The risk that Hyperliquid may face interruptions and additional security vulnerabilities that could adversely affect access to the Tokens.
5 Risks associated with markets for the Tokens
Where secondary trading of Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. There is a risk that there may be no market demand for Tokens, or that you may not be able to sell your Tokens to any third parties.
You should remain aware of your obligations not to sell or otherwise transfer any Tokens that you hold to third parties except as in accordance with these Terms. If you do sell your Tokens to third parties, you assume the risk that the party to which you are selling your Tokens may not be legally able to purchase or acquire such Tokens. Furthermore, to the extent that third parties do ascribe an external exchange value to Tokens (eg, as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero. If you choose to sell Tokens, it is at your own risk. Exchanges and third party purchasers are independent of, and not associated with, the Company.
6 Risk of uninsured and transaction losses
Unlike cash reserves held in bank accounts or accounts at some other financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure those held by you. In the event of loss or loss of value, there is no public insurer or private insurance arranged by the Company to offer recourse to you.
Token transactions are irrevocable. If Tokens are stolen or incorrectly transferred, such transfer may be irreversible. As a result, any incorrectly executed Token transactions could adversely affect the value of Tokens. Cryptographic token transactions are not reversible without the consent and active participation of the recipient of the transaction or, in theory, control or consent of a majority of the processing power on the host blockchain platform. Once a transaction has been verified and recorded in a datablock that is added to the blockchain, an incorrect transfer of a Token or a theft of a Token generally will not be reversible and there may be no compensation for any such transfer or theft. Such loss could adversely affect the value of Tokens generally.
7 Risks arising from taxation
The tax characterisation of Tokens is uncertain in many jurisdictions. You must seek your own tax advice in connection with purchasing Tokens, which may result in adverse tax consequences to you, including, but not limited to, withholding taxes, income taxes and tax reporting requirements. You bear the sole responsibility for any taxation requirements, in purchasing and holding Tokens.
8 External and environmental risks
The functionality or availability of Tokens may be affected by a range of external factors. These factors include changes in economic conditions (eg, changes in interest rates or economic growth), the legislative and political environment and technological developments, or events outside the Company’s control (such as natural disasters or significant disruptions to digital infrastructure).
9 Unanticipated risks
Cryptographic tokens and tokenised assets and rights such as Tokens are a new and relatively untested technology. In addition to the risks noted above, there are other risks associated with your purchase and holding of Tokens, including those that the Company cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks set out above.
