TOKENOMY TECHNOLOGIES LTD.

This section contains legal disclaimer and Term and Conditions Of Initial Token Sale

The following terms and conditions (these “Terms”) govern the initial token sale (the “Token Sale”) by Tokenomy Technologies Ltd. (the “Company”) for the sale by the Company to you, and the purchase by you from the Company, of certain cryptographic tokens which adhere to and support the ERC20 Token Standard (as defined below), namely the TEN tokens (the “Tokens”), during the Sale Period (as defined in Paragraph 3.1). Each of you and the Company shall hereinafter be referred to as a “Party”, and collectively, you and the Company shall hereinafter be referred to as the “Parties”.

PLEASE READ THE TERMS SET OUT HEREIN CAREFULLY. THE TOKENS ARE NOT INTENDED TO CONSTITUTE SECURITIES OF ANY FORM, UNITS IN A BUSINESS TRUST, UNITS IN A COLLECTIVE INVESTMENT SCHEME OR ANY OTHER FORM OF REGULATED INVESTMENT OR INVESTMENT PRODUCT IN ANY JURISDICTION. THIS DOCUMENT AND THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFER DOCUMENT OF ANY SORT AND ARE NOT INTENDED TO CONSTITUTE AN OFFER OF SECURITIES OF ANY FORM, UNITS IN A BUSINESS TRUST, UNITS IN A COLLECTIVE INVESTMENT SCHEME OR ANY OTHER FORM OF REGULATED INVESTMENT OR INVESTMENT PRODUCT, OR A SOLICITATION FOR ANY FORM OF REGULATED INVESTMENT OR INVESTMENT PRODUCT IN ANY JURISDICTION. NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED OF THESE TERMS. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN BY THE COMPANY TO OBTAIN SUCH APPROVAL UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES OF ANY JURISDICTION. THE PROVISION OF THESE TERMS TO YOU DOES NOT IMPLY THAT THE APPLICABLE LAWS, REGULATORY REQUIREMENTS OR RULES HAVE BEEN COMPLIED WITH.

THE TOKEN SALE IS INTENDED FOR, MADE TO OR DIRECTED AT, ONLY PERSONS OUTSIDE OF THE UNITED STATES OF AMERICA, THE REPUBLIC OF SINGAPORE, AND/OR THE PEOPLE’S REPUBLIC OF CHINA, (WHICH SHALL EXCLUDE [THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, THE MACAU SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, AND TAIWAN]) (“PRC”), AND MAY BE ACTED UPON ONLY BY PERSONS OUTSIDE OF THE UNITED STATES OF AMERICA, THE REPUBLIC OF SINGAPORE, AND/OR THE PRC. ACCORDINGLY, YOU ARE NOT ELIGIBLE AND YOU ARE NOT TO PURCHASE ANY TOKENS IN THE TOKEN SALE IF YOU ARE LOCATED IN THE UNITED STATES OF AMERICA, THE REPUBLIC OF SINGAPORE, OR THE PRC AT THE TIME OF YOUR INTENDED PURCHASE / PURCHASE OF THE TOKENS IN THE TOKEN SALE. YOU ARE ALSO NOT ELIGIBLE AND YOU ARE NOT TO PURCHASE ANY TOKENS IN THE TOKEN SALE IF YOU ARE A CITIZEN, RESIDENT, DOMICILED IN, OR GREEN CARD HOLDER (AS THE CASE MAY BE) OF THE UNITED STATES OF AMERICA, THE REPUBLIC OF SINGAPORE, PRC.

BY ACCEPTING THESE TERMS AND PURCHASING TOKENS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS (INCLUDING THE ANNEX HERETO) AND YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS IN THEIR ENTIRETY AND FULLY UNDERSTAND THE CONTENTS HEREIN, INCLUDING THE RISKS, COSTS, AND BENEFITS OF PURCHASING TOKENS. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S). IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCEPT THESE TERMS OR PROCEED FURTHER FOR THE PURCHASE OF ANY TOKENS.

The headings in these Terms are included for convenience only and shall not be taken into account in construing these Terms. Unless the context otherwise requires, words (including words defined herein) denoting the singular only shall include the plural and vice versa. References to “Paragraphs” and “Annex” are to be construed as references to the paragraphs of and the annex to these Terms.

You and the Company HEREBY AGREE as follows:

  1. INTRODUCTION, SCOPE OF TERMS AND DEFINITIONS
    • 1.1 Unless otherwise stated herein, these Terms including the Annex hereto shall govern your purchase of Tokens from the Company in the Token Sale during the Sale Period.

    • 1.2 The Company is a company incorporated in the British Virgin Islands with the company number 1963679 and having its registered office at 1 Scotts Road, #24-10 Shaw Centre, Singapore 228208.

    • 1.3 The Token Sale is conducted only during the Sale Period.

    • 1.4 The proceeds from the Token Sale is currently contemplated to be used to fund ongoing development, maintenance and operation of the Tokenomy platform (the “Tokenomy Platform”) as well as its business and operations, as described in the version or draft of the whitepaper (the “Whitepaper”) entitled “A Tokenomy White Paper” dated 27 January 2018 and accessible on https://www.tokenomy.com/ (the “Tokenomy Website”), and/or such other purposes as the Company may determine in its sole and absolute discretion. The Company reserves the sole right and discretion to deploy the proceeds from the Token Sale for such other purposes as it deems fit.

    • 1.5 No information contained in or on, and no part of the following:

      1. the finalised, published and adopted version or draft of the Whitepaper;

      2. the Tokenomy Website;

      3. any website directly or indirectly linked to the Whitepaper or the Tokenomy Website; or

      4. any other information or document,

        shall constitute part of these Terms, and no representations, warranties or undertakings are or are intended or purported to be given by the Company in respect of any information contained in or on, or any part of, the items as stated in Paragraphs 1.5(a) to (d) above.

  2. ELIGIBILITY TO PURCHASE TOKENS
    • 2.1 You shall not participate in the Token Sale if there are applicable legal restrictions in your country of residence or domicile. It is your sole responsibility to ensure that your participation in the Token Sale is not prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected in any way by any applicable law, regulation or rule in your country of residence or domicile.

    • 2.2 THE TOKEN SALE IS INTENDED FOR, MADE TO OR DIRECTED AT ONLY PERSONS OUTSIDE OF THE UNITED STATES OF AMERICA, THE REPUBLIC OF SINGAPORE, AND/OR THE PRC (TO THE EXTENT SUCH PERSONS ARE NOT PROHIBITED OR RESTRICTED IN ANY WAY UNDER PARAGRAPH 2.1 ABOVE) AND MAY BE ACTED UPON ONLY BY PERSONS OUTSIDE OF THE UNITED STATES OF AMERICA, THE REPUBLIC OF SINGAPORE, AND/OR THE PRC. ACCORDINGLY, YOU SHALL NOT BE ELIGIBLE TO, AND YOU SHALL NOT, PURCHASE ANY TOKENS IN THE TOKEN SALE IF YOU ARE LOCATED IN THE UNITED STATES OF AMERICA, THE REPUBLIC OF SINGAPORE, OR THE PRC AT THE TIME OF YOUR INTENDED PURCHASE / PURCHASE OF TOKENS IN THE TOKEN SALE. YOU SHALL ALSO NOT BE ELIGIBLE TO, AND YOU SHALL ALSO NOT, PURCHASE ANY TOKENS IN THE TOKEN SALE IF YOU ARE A CITIZEN, RESIDENT, DOMICILED IN, OR GREEN CARD HOLDER OF THE UNITED STATES OF AMERICA, A CITIZEN, DOMICILED IN, OR RESIDENT OF THE REPUBLIC OF SINGAPORE, OR A CITIZEN, DOMICILED IN, OR RESIDENT OF THE PRC.

  3. SALE PERIOD AND TARGET AGGREGATE AMOUNT
    • 3.1 The Token Sale is undertaken during the period (the “Sale Period”):

      1. commencing at 3.00 pm (Singapore Standard Time, UTC+8:00), on 8 January 2018; and

      2. ending on the earlier of (the “Sale Expiry Time”):
        1. 3.00 pm (Singapore Standard Time, UTC+8:00) on 12 February 2018; and
        2. in an event of the Early Target Fulfilment (as defined in Paragraph 3.3), the Early Closure Time (as defined in Paragraph 3.3)

        and shall comprise the following tranches (“Tranches”, and each a “Tranche”):

        Name of Tranche Start Time and Date End Time and date
        Tranche 1 3.00 pm (Singapore Standard Time, UTC+8:00), on 8 January 2018 3.00 pm (Singapore Standard Time, UTC+8:00), on 15 January 2018
        Tranche 2 3.00 pm (Singapore Standard Time, UTC+8:00), on 15 January 2018 3.00 pm (Singapore Standard Time, UTC+8:00), on 5 February 2018
        Tranche 3 3.00 pm (Singapore Standard Time, UTC+8:00), on 5 February 2018 3.00 pm (Singapore Standard Time, UTC+8:00), on 12 February 2018

        PLEASE NOTE THAT PARAGRAPH 3.5 WILL BE APPLICABLE TO ANY ATTEMPTED PURCHASE OF TOKENS AFTER THE SALE EXPIRY TIME. CLOSURE OF THE SALE PERIOD WILL BE ANNOUNCED BY THE COMPANY AS SOON AS PRACTICABLE THEREAFTER ON THE TOKENOMY WEBSITE OR SUCH OTHER CHANNELS OF COMMUNICATION AS MAY BE DETERMINED BY THE COMPANY.

    • 3.2 In the event that the aggregate number of Tokens purchased in the Token Sale (excluding any Tokens purchased by you hereunder) is (collectively and each the “Early Tranche Target Fulfilment”):

      1. no less than 40,000,000 Tokens (“Tranche 1 Target Amount”) at any time prior to 3.00 pm (Singapore Standard Time, UTC+8:00) on 15 January 2018; or

      2. including all Tokens purchased leading up to the conclusion of Tranche 1, no less than 100,000,000 Tokens (“Tranche 2 Target Amount”) at any time prior to 3.00 pm (Singapore Standard Time, UTC+8:00) on 5 February 2018

    • 3.3 In the event that the aggregate number of Tokens purchased in the Token Sale (excluding any Tokens purchased by you hereunder) is no less than 110,000,000 Tokens (“Tranche 3 Target Amount”) at any time prior to 3.00 pm (Singapore Standard Time, UTC+8:00) on 12 February 2018 (the “Early Target Fulfilment”), the Token Sale shall be closed by the Company at the time of such Early Target Fulfilment (the “Early Closure Time”).

    • 3.4 The Company may in its sole and absolute discretion determine that the Sale Expiry Time shall be such time other than as set out in Paragraph 3.1(b), or that the Tranche 1 Target Amount, Tranche 2 Target Amount, and/or Tranche 3 Target Amount (collectively, the “Target Aggregate Amount”) shall be such amount other than as set out in Paragraphs 3.2 and 3.3.

    • 3.5 In the event that you attempt to make any purchase after the Sale Expiry Time and you have made any payment for such attempted purchase of Tokens, you acknowledge and agree that:

      1. provided that your transfer of ETH or BTC (as the case may be and each as defined in Paragraph 4.2) to the Designated Address (as defined in Paragraph 4.7) as payment for such attempted purchase of Tokens is validated and verified on the relevant blockchain as successful and complete and notwithstanding anything to the contrary in these Terms, the Company shall provide a refund of such payment in full without interest and net of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with such refund shall be borne by you;

      2. save for the Company’s obligation to provide such refund hereunder, the Company shall have no obligations in any form or manner whatsoever to you in respect of such purchase; and

      3. save for your right to such refund under Paragraph 3.5(a), you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Company and its subsidiaries, related companies, affiliates, directors, officers, employees, agents, successors, and permitted assignees (“Indemnified Persons”) in connection with or arising from such purchase, and shall further hold harmless, the Company and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such purchase.

  4. ACCEPTED CRYPTOCURRENCIES, PURCHASE PRICE, MINIMUM PURCHASE AMOUNT, AND PAYMENT PROCEDURE

    Purchases only through the Tokenomy Website

    • 4.1 You may only make purchases of Tokens in the Token Sale through the Tokenomy Website and no other website or place. In the event that you make any purchase of Tokens through any website or place other than the Tokenomy Website, you acknowledge and agree that:

      1. the Company shall have no obligation to deliver, and you shall have no right to receive, any Tokens;

      2. the Company shall have no obligation to provide, and you shall have no right to receive, any refund for any part of the payments made by you through such other website or place; and

      3. the Company shall have no obligations to you in any manner or form in respect of such purported purchase.

      4. Accepted cryptocurrencies for payment

    • 4.2 The Company shall accept, as payment for purchases of Tokens, only:

      1. Ether (“ETH”), the cryptographic token associated with the Ethereum blockchain; and

      2. Bitcoin (“BTC”), the cryptographic token associated with the Bitcoin blockchain.

      3. No legal tender, fiat currencies, cryptocurrencies, blockchain assets or tokens other than ETH and BTC shall be accepted as payment for Tokens. Subject to Paragraph 3.5, your purchase of Tokens under these Terms shall be deemed to be a confirmed purchase only upon validation and verification on the relevant blockchain that your transfer of ETH and BTC (as the case may be) to the Designated Address, as payment for your intended purchase of Tokens, is successful and complete.

        Purchase Price

    • 4.3 (a) The purchase price (the “Purchase Price”) of Tokens in each Tranche of the Token Sale shall be as follows:
      1. Tranche 1: 1 BTC for 80,000 Tokens;

      2. Tranche 2: 1 BTC for 60,000 Tokens; and

      3. Tranche 3: 1 BTC for 40,000 Tokens,

      4. based on such BTC / ETH exchange rate (as the case may be) (the “Applicable Exchange Rate”) in respect of your purchase order for Tokens with reference to the prevailing exchange rates applicable on the Bitcoin Indonesia Exchange or such other cryptocurrency exchange as may be determined by the Company in its sole and absolute discretion. While an indicative BTC / ETH exchange rate (“Indicative Exchange Rate”) will be stated on the Tokenomy Website at the time of purchase, this is purely illustrative and for reference only, and the purchase shall be based on the Applicable Exchange Rate.

        THE APPLICABLE EXCHANGE RATE IS ONLY APPLICABLE TO TRANSFERS OF ETH AS THE INTENDED PURCHASE PRICE FOR AN ATTEMPTED PURCHASE OF TOKENS.

        THE INDICATIVE EXCHANGE RATE IS SOLELY FOR ILLUSTRATIVE PURPOSES ONLY, AND SHOULD NOT BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT THE ETH PURCHASE PRICE OF SUCH ATTEMPTED PURCHASE TRANSFERRED TO THE DESIGNATED ADDRESS HAVE BEEN, COULD BE, OR WILL BE CONVERTED AT THIS RATE.

        YOUR ENTITLEMENT OF TOKENS WILL BE DETERMINED BY THE APPLICABLE EXCHANGE RATE AT THE POINT OF CONVERSION OF ETH TO BTC (I.E. AFTER THE POINT OF AN ATTEMPTED PURCHASE, AND FOLLOWING YOUR TRANSFER OF ETH AS THE PURCHASE PRICE OF SUCH ATTEMPTED PURCHASE BEING VALIDATED AND VERIFIED ON THE RELEVANT BLOCKCHAIN AS SUCCESSFUL AND COMPLETE), AND WITH REFERENCE TO THE PREVAILING EXCHANGE RATES APPLICABLE ON THE BITCOIN INDONESIA EXCHANGE OR SUCH OTHER CRYPTOCURRENCY EXCHANGE AS MAY BE DETERMINED BY THE COMPANY IN ITS SOLE AND ABSOLUTE DISCRETION.

      (b) Any fractional number of Tokens which you are entitled to receive for a confirmed purchase of Tokens (to the extent not rejected by the Company in accordance with these Terms), determined based on the amount of payment for such confirmed purchase at the Purchase Price as received at the Designated Address in ETH and BTC (as the case may be), shall be rounded down to the nearest 0.001 Token.

      (c) Notwithstanding the foregoing of this Paragraph 4.3, the Company reserves the right to adjust, in its sole and absolute discretion, the Purchase Price and/or the Applicable Exchange Rate at any time during the Sale Period, including but not limited to (in relation to the Purchase Price) offering such discounts to the Purchase Price on such purchases from time to time as it may deem fit in its sole and absolute discretion.

      (d) No invoices will be provided or issued to you for any purchase of Tokens.

      (e) For purposes of these Terms, “Bitcoin Indonesia Exchange” means the web and API platform as accessible at https://www.bitcoin.co.id/, which provides services to allow users of the platform to convert certain cryptocurrencies, cryptographic tokens and blockchain assets.

      Minimum Purchase Amount

    • 4.4 The minimum number of Tokens for each purchase is 1 Token (the “Minimum Purchase Amount”)

        PLEASE NOTE THAT PARAGRAPH 4.5 WILL BE APPLICABLE TO YOUR PURCHASE OF TOKENS IF YOUR PURCHASE AMOUNT IS BELOW THE MINIMUM PURCHASE AMOUNT. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR PURCHASE AMOUNT IS EQUIVALENT TO OR ABOVE THE MINIMUM PURCHASE AMOUNT IF YOUR INTENTION IS NOT FOR PARAGRAPH 4.5 TO APPLY TO YOUR PURCHASE OF TOKENS.

    • 4.5 In the event that you attempt to make a purchase of Tokens of an amount less than the Minimum Purchase Amount, you acknowledge and agree that:
      1. As the Purchase Price of such purchase of Tokens is lesser than all administrative and/or third party charges and/or other transaction fees incurred, no refunds will be provided;
      2. save for the Company’s obligation to provide such refund hereunder (to the extent applicable), the Company shall have no obligations in any form or manner whatsoever to you in respect of such purchase; and
      3. You hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Company and the Indemnified Persons in connection with or arising from such purchase, and shall further hold harmless, the Company and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such purchase.
    • 4.6 The Purchase Price shall be exclusive of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with your payment for your intended purchase of Tokens. Any such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with your payment for your intended purchase of Tokens shall be borne by you.

      IT SHALL BE YOUR SOLE RESPONSIBILITY TO ENSURE THAT THE AMOUNT OF TRANSACTION FEES PAID BY YOU TO MINERS IN CONNECTION WITH YOUR TRANSFER OF ETH AND BTC (AS THE CASE MAY BE), AS PAYMENT FOR YOUR PURCHASE OF TOKENS, IS SUFFICIENT FOR YOUR TRANSFER TO BE VALIDATED AND VERIFIED ON THE RELEVANT BLOCKCHAIN AS A SUCCESSFUL AND COMPLETE TRANSFER PRIOR TO THE SALE EXPIRY TIME. ANY AMOUNT(S) OF TRANSACTION FEES RECOMMENDED BY THE COMPANY THROUGH THE TOKENOMY WEBSITE OR ANY OTHER PUBLIC OR PRIVATE COMMUNICATION CHANNEL IS ONLY INDICATIVE, AND MAY NOT BE REPRESENTATIVE OR REFLECTIVE OF THE ACTUAL AMOUNT(S) OF TRANSACTION FEES REQUIRED FOR YOUR TRANSFER TO BE VALIDATED AND VERIFIED ON THE RELEVANT BLOCKCHAIN AS A SUCCESSFUL AND COMPLETE TRANSFER PRIOR TO THE SALE EXPIRY TIME. ACCORDINGLY, THERE IS NO ASSURANCE THAT ANY AMOUNT(S) OF TRANSACTION FEES RECOMMENDED BY THE COMPANY THROUGH THE TOKENOMY WEBSITE OR ANY OTHER PUBLIC OR PRIVATE COMMUNICATION CHANNEL WILL BE SUFFICIENT FOR YOUR TRANSFER TO BE VALIDATED AND VERIFIED ON THE RELEVANT BLOCKCHAIN AS A SUCCESSFUL AND COMPLETE TRANSFER PRIOR TO THE SALE EXPIRY TIME.

      Address for directing payments and holding of accepted cryptocurrencies in escrow until delivery of Tokens

    • 4.7 You shall transfer ETH and BTC as payment for your purchase to such designated address (the “Designated Address”) as may be provided to you through the Tokenomy Website.

    • 4.8 Any transfer of ETH and BTC (as the case may be) as payment for your intended purchase of Tokens under Paragraph 4.7 shall be made from the address of an Ethereum Wallet or BTC Wallet (each as defined in Paragraph 5.1) (as the case may be) which is not an account or wallet established and maintained with any Centralised Exchange (as defined below). In the case where you transfer ETH and BTC (as the case may be) to the Designated Address from the address of an account or wallet established and maintained with any Centralised Exchange, regardless of whether such transfer is validated and verified on the relevant blockchain as successful and complete, you acknowledge and agree that:

      1. the Company shall not be under any obligation to deliver any Tokens to you;

      2. the Company shall not have any obligation to provide any refund for any part of such payments to you;

      3. the Company shall not have any obligation in any form or manner whatsoever to you in respect of such purchase; and

      4. you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Company and the Indemnified Persons in connection with or arising from such purchase, and shall further hold harmless, the Company and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such purchase.

      For purposes of these Terms, “Centralised Exchange” means any centralised web and API platform which provides services to allow users of the platform to convert certain cryptocurrencies, cryptographic tokens and blockchain assets.


    • 4.9 The ETH and BTC (as the case may be) transferred to the Designated Address as payment for your purchase, and validated and verified on the relevant blockchain as successful and complete, shall be released and transferred to such address(es) on the relevant blockchain(s) as may be designated by the Company upon the delivery of Tokens in accordance with Paragraph 6.

    • 4.10 Any payment for your purchase of Tokens in the Token Sale shall be made to only the Designated Address and no other address. In the event that any payment is made to any address or place other than the Designated Address, you agree and acknowledge that:
      1. such payments will not be received by the Company and shall be regarded by the Company as invalid payments, and the Company shall not be under any obligation whatsoever to deliver any Tokens to you;
      2. the Company shall have no obligations in any form or manner whatsoever to you in respect of such purchase; and
      3. you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Company and the Indemnified Persons in connection with or arising from such purchase, and shall further hold harmless, the Company and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such purchase.
      4. Attempts to double spend and purchases in violation of laws


    • 4.11 In the event that the Company discovers, at any time after your acceptance of these Terms and prior to the delivery of Tokens in accordance with Paragraph 6, any attempt by you to double spend (as defined below) ETH and BTC in payment for your purchase, or that your purchase of Tokens is determined to be in violation of any applicable laws, regulations or rules and you have made any payment for such attempted purchase or such purchase in violation of any applicable laws, regulations or rules, you acknowledge and agree, regardless of whether such purchases are reflected as validated and verified on the relevant blockchain, that the attempted purchase of Tokens will be regarded as invalid and/or void ab initio, and:

      1. the Company shall have no obligation to provide, and you shall have no right to receive, any refund for any payment made by you whether such payment was transferred to the Designated Address and validated and verified on the relevant blockchain as successful and complete or otherwise;

      2. the Company shall not be obliged to deliver any Tokens to you and shall have no obligations in any form or manner whatsoever to you in respect of such purchase; and

      3. you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Company and the Indemnified Persons in connection with or arising from such purchase, and shall further hold harmless, the Company and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such purchase.

      4. For purposes of these Terms, an attempt to “double spend” means an attempt to undertake two (2) different transactions on the Bitcoin blockchain, the Ethereum blockchain, or any other cryptocurrency network and spend the same account balance on each of the transactions.

        IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT THERE IS NO ATTEMPT TO DOUBLE SPEND AND THAT YOUR PURCHASE OF TOKENS IS NOT IN VIOLATION OF ANY APPLICABLE LAWS, REGULATIONS OR RULES IF YOUR INTENTION IS NOT FOR PARAGRAPH 4.11 TO APPLY TO YOUR PURCHASE OF TOKENS.


  5. RESPONSIBILITY TO ESTABLISH AND MAINTAIN CRYPTOCURRENCY WALLET AND ADDRESS
    • 5.1 For purposes of your payment for any purchase and receipt of any refund (where applicable) in the Token Sale, you shall have the sole responsibility:

      1. in the case where you are making payment for Tokens using ETH, to establish, and maintain, in fully operational, secure and valid status, access to an Ethereum wallet (“Ethereum Wallet”) which adheres to and supports the ERC20 Token Standard and maintain, in your fully secure possession, the credentials for accessing such wallet and the private key of such wallet; and/or

      2. in the case where you are making payment for Tokens using BTC, to establish, and maintain, in fully operational, secure and valid, status, access to such cryptocurrency wallet (“BTC Wallet”) as may be compatible with BTC and maintain, in your fully secure possession, the credentials for accessing such wallet and the private key of such wallet.

      3. For the purposes of these Terms, the “ERC20 Token Standard” means the set of criteria, (including criteria in relation to functions and events) developed by the Ethereum community, which has to be met in a smart contract on a blockchain in order to enable inter-operability across multiple interfaces and distributed applications.

    • 5.2 For purposes of your receipt of Tokens, you shall have the sole responsibility to establish and/or maintain, in fully operational, secure and valid status, access to an Ethereum Wallet as may be provided by you to the Company and maintain, in your fully secure possession, the credentials for accessing such wallet and the private key of such wallet.

    • 5.3 You shall also provide to the Company through the Tokenomy Website at the time when making payment for such purchase or such other later time as required by the Company:

      1. for purposes of your receipt of Tokens, the address of an Ethereum Wallet as referred to in Paragraph 5.2; and

      2. for purposes of your receipt of refunds (if any), the address of an Ethereum Wallet as referred to in Paragraph 5.1(a) or the address of a BTC Wallet as referred to in Paragraph 5.1(b) (as the case may be).

    • 5.4 In the event of any loss, hack or theft of cryptocurrencies from any of the cryptocurrency wallets referred to in Paragraphs 5.1 and 5.2, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Company.

    • 5.5 Any obligation of the Company to deliver any Tokens to you or provide you with any refund (if applicable) under these Terms shall be subject to your compliance with the provisions of Paragraphs 5.1 to 5.3.

  6. DELIVERY OF PURCHASED TOKENS AND RIGHTS OF TOKEN HOLDERS

    • 6.1 The Company shall on a reasonable endeavours basis deliver the purchased Tokens to such address of an Ethereum Wallet as may be provided by you to the Company in accordance with Paragraph 5.3(a) on such date(s) as follows:

      1. if Tokens were purchased in Tranche 1, on or about 20 January 2018;

      2. if Tokens were purchased in Tranche 2, on or about 20 February 2018; and/or

      3. if Tokens were purchased in Tranche 3, on or about 1 March 2018.

      4. Tokens shall be deemed to be received by you upon validation and verification of receipt of Tokens in such Ethereum Wallet.


    • 6.2 The delivery of Tokens to you in accordance with Paragraph 6.1 shall only be made on satisfaction of all of the following:

      1. payment in full for your purchase of Tokens being received at the Designated Address in accordance with Paragraph 4.7;

      2. the Ethereum Wallet provided to you by the Company in accordance with Paragraph 5.3(a) being maintained in fully operational, secure and valid status; and

      3. validation and verification of payment for such purchase on the relevant blockchain as successful and complete.

    • 6.3 In the case where Tokens have been delivered by the Company in accordance with Paragraph 6.1, but where the Ethereum Wallet provided to you by the Company in accordance with Paragraph 5.3(a) is an account or wallet established and maintained with any Centralised Exchange, you acknowledge and agree that:

      1. the Company shall not have any obligation to ensure your receipt of any Tokens so delivered;

      2. the Company shall not have any obligation in any form or manner whatsoever to you in respect of your purchase of Tokens; and

      3. you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Company and the Indemnified Persons in connection with or arising from such delivery of Tokens, and shall further hold harmless, the Company and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such delivery of Tokens.

    • 6.4 Tokens shall be delivered to and accepted by you on an “as is” basis without warranties of any kind by the Company. The Company hereby expressly disclaims all express and implied warranties in relation to Tokens and the delivery thereof.

    • 6.5 Any availability, transferability or tradability of Tokens on any cryptocurrency exchange shall not be construed, interpreted or deemed by you as an indication of the merits of the Whitepaper, the Tokenomy Website, the Tokenomy Platform, the Company, the Token Sale, the Tokens or your purchase of Tokens.

    • 6.6 Save for such right as may be granted by the Company, in its sole and absolute discretion, to holders of Tokens to use and access certain functions within the Tokenomy Platform as described in the Whitepaper (with the terms and conditions, and extent, of any such granted right also being determined by the Company in its sole and absolute discretion), ownership and holding of Tokens shall carry no other rights, express or implied, in relation to you, the Company or any other person.

    • 6.7 To the extent that the Company determines, in its sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable laws or regulations in connection with the sale of Tokens to you, you shall provide such information promptly upon such request in such form or manner as the Company may require, and you acknowledge and accept that the Company may refuse to sell or withhold delivery of Tokens to you until such requested information has been provided to the satisfaction of the Company.

  7. WITHDRAWALS, CANCELLATIONS, REJECTIONS OF PURCHASES AND ABORTION OF TOKEN SALE

    • 7.1 Upon validation and verification of payment for your purchase of Tokens from the Company on the relevant blockchain as successful and complete, save as provided for under these Terms:

      1. such purchase shall be deemed to be final; and

      2. unless otherwise required by the applicable laws, regulations or rules, you shall not be entitled to any withdrawals or cancellations of purchases, or any refunds.

    • 7.2 The Company reserves the right, in its sole and absolute discretion, to reject any purchases of Tokens or abort the Token Sale at any time after your acceptance of these Terms and prior to the delivery of Tokens in accordance with Paragraph 6. The Company further reserves the right, in its sole and absolute discretion, to treat the Token Sale and any purchase of Tokens therein as being invalid, notwithstanding any delivery of Tokens which may have been effected in accordance with Paragraph 6, in the case where there is any change in any applicable law, regulation or rule after such delivery which prohibits, restricts, curtails, hinders, impairs or otherwise adversely affects the Token Sale to any extent.

    • In the event of any such rejection of your purchase, abortion of the Token Sale or the completed Token Sale being treated as invalid, where you have made any payment for such rejected purchase of Tokens or such purchase of Tokens which is the subject of the aborted Token Sale or the completed Token Sale being treated as invalid (as the case may be), you acknowledge and agree that:

      1. provided that your transfer of ETH and BTC (as the case may be) to the Designated Address as payment for such purchase of Tokens is validated and verified on the relevant blockchain as successful and complete and notwithstanding any provision in these Terms, the Company shall provide a refund of such payment in full without interest and net of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with such refund shall be borne by you;

      2. save for the Company’s obligation to provide such refund under Paragraph 7.2(a), the Company shall have no obligations in any form or manner whatsoever to you in respect of such purchase; and

      3. save for your right to receive such refund, you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Company and the Indemnified Persons in connection with or arising from such purchase, and shall further hold harmless, the Company and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such purchase.

  8. REFUND OF PAYMENT

    • 8.1 You acknowledge, agree, and confirm that there shall be no refund of any payment made by you in any form or manner unless clearly provided for under these Terms. All risks in relation to any refund of payment made pursuant to these Terms shall be borne absolutely by you and none of the Company or any of the Indemnified Persons shall be liable for any such risks.

    • 8.2 In each case where the Company elects, in accordance with these Terms, to provide a refund of any payment made by you for any purchase, the Company shall transfer such amount of ETH and BTC (as the case may be) as may be equivalent to the amount refundable in ETH and BTC (as the case may be) to the address of such cryptocurrency wallet as may be provided by you to the Company in accordance with Paragraph 5.3(b).

    • 8.3 Notwithstanding Paragraph 8.2, in the case where the Company elects, in accordance with these Terms, to provide a refund of any payment made by you for any purchase, but where the cryptocurrency wallet as may be provided by you to the Company in accordance with Paragraph 5.3(b) is an account or wallet established and maintained with any Centralised Exchange, you acknowledge and agree that:

      1. the Company shall not have any obligation to ensure your receipt of any such refund;

      2. the Company shall not have any obligation in any form or manner whatsoever to you in respect of such refund; and

      3. you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Company and the Indemnified Persons in connection with or arising from such refund, and shall further hold harmless, the Company and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such refund.

  9. REPRESENTATIONS AND WARRANTIES

    • 9.1 By accepting these terms, you irrevocably and unconditionally represent and warrant to the Company as follows:

      1. you acknowledge and agree that the Tokens are not to be construed, interpreted, classified or treated as:

        1. any kind of currency other than cryptocurrency;

        2. debentures, stocks or shares issued by the Company;

        3. rights, options or derivatives in respect of such debentures, stocks or shares;

        4. rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;

        5. units in a collective investment scheme;

        6. units in a business trust;

        7. derivatives of units in a business trust; or

        8. any other security, class of securities or form of investment (whether regulated or otherwise);

      2. you acknowledge and agree that the Tokens are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of regulated investment or investment product in any jurisdiction and these Terms do not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of regulated investment or investment product in any jurisdiction or a solicitation for any form of investment in any jurisdiction;

      3. you acknowledge and agree that no Token is to be construed, interpreted, classified or treated as enabling, or according any opportunity to, you to participate in or receive profits, income, or other payments or returns arising from or in connection with the Tokenomy Platform, the Tokens or the proceeds of the Token Sale, or to receive sums paid out of such profits, income, or other payments or returns;

      4. you acknowledge that no regulatory authority has examined or approved of these Terms, no such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction, and the provision of these Terms to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;

      5. you have read and understood all of these Terms including the Annex hereto;

      6. any address provided by you in accordance with Paragraph 5.3 is fully operational, secure and valid;

      7. you are not a:

        1. citizen, resident, domiciled in, or green card holder of the United States of America;

        2. citizen, domiciled in, or resident of the Republic of Singapore;

        3. citizen, domiciled in, or resident of the PRC; or

        4. person who is located in the United States of America, the Republic of Singapore, or the PRC at the time of your intended purchase of the Tokens in the Token Sale;

      8. you have full power and capacity to accept these Terms and perform all your obligations hereunder and in the case where you are accepting these Terms on behalf of a corporation:

        1. such corporation is duly incorporated and validly existing under the applicable laws; and

        2. you are duly authorised to accept these Terms and procure the performance of obligations hereunder;

      9. you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptocurrencies, blockchain assets, and tokens including Tokens, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;

      10. you are fully aware of, understand and agree to assume all the risks (including direct, indirect or ancillary risks) associated with the conduct of the Token Sales via the Tokenomy Website, the Company, the Token Sale, the Tokens, your purchase of Tokens, any wallet referred to in Paragraph 5, your provision of the address to any wallet referred to in Paragraph 5, and the Tokenomy Platform, including but not limited to the risks set out in the Annex hereto;

      11. these Terms constitute legal, valid, and binding obligations on you, enforceable in accordance with its terms and neither the purchase, nor receipt, nor holding of Tokens is in breach or contravention of any applicable law, regulation or rule in your jurisdiction;

      12. you are not a citizen or resident of any jurisdiction in which either the purchase, receipt, or holding of Tokens is prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected by any applicable law, regulation or rule;

      13. no consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any regulatory authority in any jurisdiction (the “Approvals”) is required on your part in connection with your purchase of Tokens, or where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect;

      14. the cryptocurrencies to be used for payment for your purchase have not been obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

      15. you have sufficient cryptocurrencies to fulfil your obligations under these Terms and the Token Sales in respect of any purchase of Tokens by you;

      16. Tokens to be delivered to and received by you will not be used for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

      17. you are purchasing Tokens as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of, any other person; and

      18. all of the above representations and warranties are, and will continue to be, true, complete, accurate and non-misleading from the time of your acceptance of these Terms to the time of receipt by you of Tokens.

    • 9.2 The Company does not make, and hereby disclaims, any representation or warranty in any form whatsoever, including any representation or warranty in relation to:

      1. the information set out on the Whitepaper, the Tokenomy Website, or any other place;

      2. the Company;

      3. the Token Sale;

      4. the Tokens;

      5. your purchase of Tokens;

      6. the Designated Address; and

      7. the Tokenomy Platform.

  10. DISCLAIMERS

    • 10.1 To the maximum extent permitted by all applicable laws, regulations, and rules and except as otherwise provided in these Terms, the Company hereby expressly disclaims its liability and shall in no case be liable to you or any person for:

      1. any sale or transfer of any Tokens purchased by you hereunder to any person at any time;

      2. the cryptocurrencies used for payment for your purchase being obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

      3. use of Tokens for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

      4. rejection of purchase or abortion of the Token Sale pursuant to Paragraph 7.2;

      5. failure or delay in the delivery by the Company, and receipt by you, of Tokens in accordance with Paragraph 6;

      6. failure, malfunction or breakdown of, or disruption to, the operation of the Company, Tokens or any technology (including but not limited to smart contract technology) on which the Company, the Tokenomy Platform, Tokens, the Designated Address, the Ethereum Wallet or the Token Sale relies on, due to occurrences of hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

      7. failure, malfunction or breakdown of, or disruption to, the operation of any blockchain, any blockchain-based software systems or any blockchain technology in connection with the operations of the Company, the Tokenomy Platform, Tokens, the Designated Address, the Ethereum Wallet or the Token Sale, due to occurrences of hardforking, hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

      8. any virus, error, bug, flaw, defect or otherwise adversely affecting the operation, functionality, usage, storage, transmission mechanisms, transferability or tradeability (after Tokens have been made available for trading on a cryptocurrency exchange (if applicable)) and other material characteristics of Tokens;

      9. decreases or volatility in traded prices or trading volume of Tokens (after Tokens have been made available for trading on a cryptocurrency exchange (if applicable));

      10. failure or unfitness of Tokens for any specific purpose;

      11. the manner of utilisation of ETH and/or BTC received by the Company from the Token Sale;

      12. failure to disclose information relating to the progress of the Token Sale;

      13. loss of possession of the credentials for accessing, or loss or destruction of the private keys of, any wallet referred to in Paragraph 5 in any manner and to any extent;

      14. failure or delay in the availability of Tokens for trading on a cryptocurrency exchange (if applicable);

      15. any rejection of trading of Tokens by a cryptocurrency exchange (if applicable);

      16. any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability or tradeability (after Tokens have been made available for trading on a cryptocurrency exchange (if applicable)) or other material characteristics of the Tokens;

      17. any risks associated with the Whitepaper, the Tokenomy Website, the Company, the Token Sale, Tokens, your purchase of Tokens, any wallet referred to in Paragraph 5, your provision of the address to any wallet referred to in Paragraph 5, the Designated Address and the Tokenomy Platform, including but not limited to the risks set out in Annex hereto; and

      18. all other risks, direct, indirect or ancillary, whether in relation to the Whitepaper, the Company, the Token Sale, Tokens, your purchase of Tokens, any wallet referred to in Paragraph 5, your provision of the address of any wallet referred to in Paragraph 5, the Designated Address and the Tokenomy Platform which are not specifically or explicitly contained in or stated in these Terms or set out in Annex hereto.

    • 10.2 In the event of any loss, hack or theft of cryptocurrencies from the Receiving Address (as defined in the Annex) or any wallet referred to in Paragraph 5, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Company.

  11. LIMITATION OF LIABILITY AND INDEMNIFICATION

    • 11.1 To the maximum extent permitted by the applicable laws, regulations and rules:

      1. the Company and Indemnified Persons shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with the purchase, use, receipt or holding of Tokens by you;

      2. the aggregate liability of the Company, in tort, contract or otherwise, arising out of or in connection with the purchase, use, receipt or holding of Tokens by you shall be limited to the amount paid by you for your purchase hereunder; and

      3. you hereby agree to waive all rights to assert any claims under the applicable laws, regulations and rules and you may make claims based only on these Terms.

    • 11.2 To the maximum extent permitted by the applicable laws, regulations and rules, you shall indemnify, defend, and hold the Company and/or Indemnified Persons harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by you or any third party against any of the Company or the Indemnified Persons arising out of a breach of any warranty, representation, or obligation hereunder.

  12. NO ASSIGNMENT

    • Subject to these Terms, only you and no other person shall have the right to any claim against the Company in connection with your purchase hereunder. You shall not assign, trade or transfer, or attempt to assign, trade or transfer, your right to any such claim. Any such assignment or transfer shall not impose any obligation or liability of the Company to the assignee or transferee.

  13. INTELLECTUAL PROPERTY RIGHTS

    • These Terms shall not entitle you to any intellectual property rights, including the rights in relation to the use, for any purpose, of any information, image, user interface, logos, trademarks, trade names, Internet domain names or copyright in connection with the Whitepaper, the Tokenomy Website, the Company, the Token Sale, Tokens, your purchase of Tokens, and the Tokenomy Platform.

  14. SURVIVING TERMS

    • Notwithstanding the expiry of the Sale Period, any delivery of Tokens to you or any abortion of the Token Sale pursuant to these Terms, Paragraphs 9 to 16 and 18 to 20, and the Annex hereto shall remain valid and in full force and effect.

  15. NO WAIVER

    • Any failure of the Company to enforce these Terms or to assert any right(s), claim(s) or causes of action against you under these Terms shall not be construed as a waiver of the right of the Company to assert any right(s), claim(s) or causes of action against you.

  16. ENTIRE AGREEMENT

    • 16.1 These Terms contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to the Token Sale and your purchase of Tokens.

    • 16.2 In the event that the Company discovers that you, in your participation in the Token Sale, have engaged in unfair, excessive or abusive usage or conduct, the Company reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Company from losses, damages, harm or degradation of any form and manner.

  17. TAXES

    • 17.1 The Purchase Price that you pay for your purchase of Tokens shall be exclusive of all taxes that are applicable to your purchase, receipt and holding of Tokens in any jurisdiction (“Payable Tax”).

    • 17.2 You shall be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities. You shall be solely liable for all penalties, claims, fines, punishments, or other liabilities arising from the non-fulfilment or non-performance to any extent of any of your obligations in relation to the Payable Tax.

    • 17.3 The Company shall not be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities.

  18. GOVERNING LAW AND JURISDICTION

    • These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Singapore, and the Parties agree to be subject to the non-exclusive jurisdiction of the courts of the Republic of Singapore in relation to any dispute(s) arising out of or in connection with these Terms.

  19. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT

    • The Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore, as may be modified, amended or supplemented from time to time, shall not under any circumstances apply to these Terms and any person who is not a Party shall not have any rights whatsoever to enforce these Terms.

  20. SEVERANCE AND PARTIAL INVALIDITY

    • 20.1 If any of these Terms is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of these Terms shall continue to be valid and in full force and effect. You hereby acknowledge that if any court or arbitrator determines that any covenant or obligation of these Terms is excessive in duration or scope, unreasonable, or unenforceable under the relevant laws, that the court or arbitrator should modify or amended that covenant or obligation to render it enforceable to the maximum extent permitted under such laws.

    • 20.2 The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

ANNEX

RISK FACTORS

You should carefully consider and evaluate each of the following risk factors and all other information contained in the Terms before deciding to participate in the Token Sale. To the best of the Company’s knowledge and belief, all risk factors which are material to you in making an informed judgement to participate in the Token Sale have been set out below. If any of the following considerations, uncertainties or material risks develops into actual events, the business, financial position and/or results of operations of the Company and the development, maintenance and level of usage of the Tokenomy Platform could be materially and adversely affected. In such cases, the trading price of Tokens (in the case where they are listed on a cryptocurrency exchange) could decline due to any of these considerations, uncertainties or material risks, and you may lose all or part of your Tokens.

RISKS RELATING TO PARTICIPATION IN THE TOKEN SALE

There is no prior market for Tokens and the Token Sale may not result in an active or liquid market for the Tokens

Prior to the Token Sale, there has been no public market for the Tokens. In the event that the Tokens are traded on a cryptocurrency exchange, there is no assurance that an active or liquid trading market for the Tokens will develop or if developed, be sustained after the Tokens have been made available for trading on such cryptocurrency exchange. There is also no assurance that the market price of the Tokens will not decline below the Purchase Price. The Purchase Price may not be indicative of the market price of the Tokens after they have been made available for trading on a cryptocurrency exchange.

A Token is not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor is it backed by any hard assets or other credit. The Company is not responsible for nor does it pursue the circulation and trading of Tokens on the market. Trading of Tokens merely depends on the consensus on its value between the relevant market participants, and no one is obliged to purchase any Token from any holder of the Token, including the purchasers, nor does anyone guarantee the liquidity or market price of Tokens to any extent at any time. Accordingly, the Company cannot ensure that there will be any demand or market for Tokens, or that the Purchase Price is indicative of the market price of Tokens after they have been made available for trading on a cryptocurrency exchange.

Future sales of the Tokens could materially and adversely affect the market price of Tokens

Any future sale of the Tokens (which were not available for sale in the Token Sale) would increase the supply of Tokens in the market and this may result in a downward price pressure on the Token. The sale or distribution of a significant number of Tokens outside of the Token Sale, or the perception that such further sales or issuance may occur, could adversely affect the trading price of the Tokens.

Negative publicity may materially and adversely affect the price of the Tokens

Negative publicity involving the Company, the Tokenomy Platform, the Tokens or any of the key personnel of the Company may materially and adversely affect the market perception or market price of the Tokens, whether or not such negative publicity is justified.

There is no assurance of any success of the Tokenomy Platform

The value of, and demand for, the Tokens hinges heavily on the performance of the Tokenomy Platform. There is no assurance that the Tokenomy Platform will gain traction after its launch and achieve any commercial success.

The Tokenomy Platform has not been fully developed, finalised and integrated and is subject to further changes, updates and adjustments prior to its launch. Such changes may result in unexpected and unforeseen effects on its projected appeal to users, and hence impact its success.

While the Company has made every effort to provide a realistic estimate, there is also no assurance that the cryptocurrencies raised in the Token Sale will be sufficient for the development and integration of the Tokenomy Platform. For the foregoing or any other reason, the development and integration of the Tokenomy Platform may not be completed and there is no assurance that it will be launched at all. As such, distributed Tokens may hold little worth or value, and this would impact its trading price.

The trading price of the Tokens may fluctuate following the Token Sale

The prices of cryptographic tokens in general tend to be relatively volatile, and can fluctuate significantly over short periods of time. The demand for, and correspondingly the market price of, the Tokens may fluctuate significantly and rapidly in response to, among others, the following factors, some of which are beyond the control of the Company:

  1. new technical innovations;

  2. analysts’ speculations, recommendations, perceptions or estimates of the Token’s market price or the Company’s financial and business performance;

  3. changes in market valuations and token prices of entities with operations similar to that of the Company that may be made available for sale and purchase on the same cryptocurrency exchanges as the Tokens;

  4. announcements by the Company of significant events, for example partnerships, sponsorships, new product developments;

  5. fluctuations in market prices and trading volume of cryptocurrencies on cryptocurrency exchanges;

  6. additions or departures of key personnel of the Company;

  7. success or failure of the Company’s management in implementing business and growth strategies; and

  8. changes in conditions affecting the blockchain or financial technology industry, the general economic conditions or market sentiments, or other events or factors.

The funds raised in the Token Sale are exposed to risks of theft

The Company will make every effort to ensure that the funds received from the Token Sale will be securely held at the Designated Address or such other address as directed by the Company (“Receiving Address”). Further, upon receipt of the funds, the Company will make every effort to ensure that the funds received will be securely held through the implementation of security measures. Notwithstanding such security measures, there is no assurance that there will be no theft of the cryptocurrencies as a result of hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), sophisticated cyber-attacks, distributed denials of service or errors, vulnerabilities or defects on the Receiving Address, the Bitcoin blockchain, Ethereum blockchain, or any other blockchain, or otherwise. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. In such event, even if the Token Sale is completed, the Company may not be able to receive the cryptocurrencies raised and the Company may not be able to utilise such funds for the development of the Tokenomy Platform, and the launch of the Tokenomy Platform might be temporarily or permanently curtailed. As such, the issued Tokens may hold little worth or value, and this would impact its trading price. The Tokens are uninsured, unless you specifically obtain private insurance to insure them. In the event of any loss or loss of value, you may have no recourse.

RISKS RELATING TO THE RECEIVING ADDRESS AND WALLETS

The Receiving Address may be compromised and the cryptocurrencies may not be able to be disbursed

The Receiving Address is designed to be secure. However, in the event that the Receiving Address is, for any reason compromised (including but not limited to scenarios of the loss of keys to such Receiving Address), the funds held by the Receiving Address may not be able to be retrieved and disbursed, and may be permanently unrecoverable. In such event, even if the Token Sale is successful, the Company will not be able to receive the funds raised and the Company will not be able to utilise such funds for the development of the Tokenomy Platform, and the implementation of the Tokenomy Platform might be temporarily or permanently curtailed. As such, distributed Tokens may hold little worth or value, and this would impact its trading price.

The loss or compromise of information relating to your Ethereum Wallet may affect your access and possession of the Tokens

Your access to the Tokens in the Ethereum Wallet depends on, among other things, the safeguards to the information to such Ethereum Wallet, including but not limited to the user account information, address, private key, and password. In the event that any of the foregoing is lost or compromised, your access to the Ethereum Wallet may be curtailed and thereby adversely affecting your access and possession to the Tokens, including such Tokens being unrecoverable and permanently lost.

The Ethereum Wallet or Ethereum Wallet service provider may not be technically compatible with the Tokens

The Ethereum Wallet or Ethereum Wallet service provider may not be technically compatible with the Tokens which may result in the delivery of Tokens being unsuccessful or affect your access to such Tokens.

RISKS RELATING TO THE COMPANY

The Tokenomy Platform is operated and maintained by the Company. Any events or circumstances which adversely affect the Company may have a corresponding adverse effect on the Tokenomy Platform if such events or circumstances affect the Company’s ability to maintain the Tokenomy Platform. This would correspondingly have an impact on the trading price of the Tokens.

The Company may be materially and adversely affected if it fails to effectively manage its operations as its business develops and evolves, which would have a direct impact on its ability to maintain the Tokenomy Platform and consequently the trading price of the Tokens.

The financial technology and cryptocurrency industries and the markets in which the Company competes have grown rapidly and continue to grow rapidly and 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, adapt to technological advances and market trends and ensure that it hires qualified and competent employees, and provide proper training for its personnel. As its business evolves, the Company must also expand and adapt its operational infrastructure. The Company’s business relies on its blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology, and to manage technical support infrastructure for the Tokenomy Platform effectively, the Company will need to continue to upgrade and improve its data systems and other operational systems, procedures and controls. These upgrades and improvements will require a dedication of resources, are likely to be complex and increasingly rely on hosted computer services from third parties that the Company does not control. If the Company is unable to adapt its systems and organisation in a timely, efficient and cost-effective manner to accommodate changing circumstances, its business, financial condition and results of operations may be adversely affected. If the third parties whom the Company relies on are subject to a security breach or otherwise suffer disruptions that impact the services the Company utilises, the integrity and availability of its internal information could be compromised, which may consequently cause the loss of confidential or proprietary information, and economic loss. The loss of financial, labour or other resources, and any other adverse effect on the Company’s business, financial condition and operations, would have a direct adverse effect on the Company’s ability to maintain the Tokenomy Platform. As the Tokenomy Platform is the main product to which the Tokens relate, this may adversely impact the trading price of the Tokens.

The Company may experience system failures, unplanned interruptions in its network or services, hardware or software defects, security breaches or other causes that could adversely affect the Company’s infrastructure network, and/or the Tokenomy Platform

The Company is unable to anticipate when there would be occurrences of hacks, cyber-attacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), distributed denials of service or errors, vulnerabilities or defects in the Tokenomy Platform, the Tokens, the Receiving Address, the Ethereum Wallet or any technology (including but not limited to smart contract technology) on which the Company, the Tokenomy Platform, the Tokens, the Receiving Address, and the Ethereum Wallet relies or on the Bitcoin blockchain, Ethereum blockchain or any other blockchain. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. The Company may not be able to detect such hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service errors vulnerabilities or defects in a timely manner, and may not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession.

The Company’s network or services, which would include the Tokenomy Platform, could be disrupted by numerous events, including natural disasters, equipment breakdown, network connectivity downtime, power losses, or even intentional disruptions of its services, such as disruptions caused by software viruses or attacks by unauthorised users, some of which are beyond the Company’s control. Although the Company has taken steps against malicious attacks on its appliances or its infrastructure, which are critical for the maintenance of the Tokenomy Platform and its other services, there can be no assurance that cyber-attacks, such as distributed denials of service, will not be attempted in the future, and that any of the Company’s enhanced security measures will be effective. The Company may be prone to attacks on its infrastructure intended to steal information about its technology, financial data or user information or take other actions that would be damaging to the Company and users of the Tokenomy Platform. Any significant breach of the Company’s security measures or other disruptions resulting in a compromise of the usability, stability and security of the Company’s network or services (including the Tokenomy Platform) may adversely affect the trading price of the Tokens.

We are dependent in part on the location and data centre facilities of third parties

The Company’s infrastructure network is in part established through servers that which it owns and houses at the location facilities of third parties, and servers that it rents at data centre facilities of third parties. If the Company is unable to renew its data facility lease on commercially reasonable terms or at all, the Company may be required to transfer its servers to a new data centre facility, and may incur significant costs and possible service interruption in connection with the relocation. These facilities are also vulnerable to damage or interruption from, among others, natural disasters, arson, terrorist attacks, power losses, and telecommunication failures. Additionally, the third party providers of such facilities may suffer a breach of security as a result of third party action, employee error, malfeasance or otherwise, and a third party may obtain unauthorised access to the data in such servers. As techniques used to obtain unauthorised access to, or to sabotage systems change frequently and generally are not recognised until launched against a target, the Company and the providers of such facilities may be unable to anticipate these techniques or to implement adequate preventive measures. Any such security breaches or damages which occur which impact upon the Company’s infrastructure network and/or the Tokenomy Platform may adversely impact the price of the Tokens.

General global market and economic conditions may have an adverse impact on the Company’s operating performance, results of operations and cash flows

The Company has been and could continue to be affected by general global economic and market conditions. Challenging economic conditions worldwide have from time to time, contributed, and 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. Additionally, in a down-cycle economic environment, the Company may experience the negative effects of increased competitive pricing pressure and a slowdown in commerce and usage of the Tokenomy Platform. Suppliers on which the Company relies for servers, bandwidth, location and other services could also be negatively impacted by economic conditions that, in turn, could have a negative impact on the Company’s operations or expenses. There can be no assurance, therefore, that current economic conditions or worsening economic conditions or a prolonged or recurring recession will not have a significant adverse impact on the Company’s business, financial condition and results of operations and hence the Tokenomy Platform, which would correspondingly impact the trading price of the Tokens.

The Company or the Tokens may be affected by newly implemented regulations

Cryptocurrency trading is generally unregulated worldwide, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern cryptocurrency or cryptocurrency markets. The Company or the Tokens may be affected by newly implemented regulations relating to cryptocurrencies or cryptocurrency markets, including having to take measures to comply with such regulations, or having to deal with queries, notices, requests or enforcement actions by regulatory authorities, which may come at a substantial cost and may also require substantial modifications to the Tokenomy Platform. This may impact the appeal of the Tokenomy Platform for users and result in decreased usage of the Tokenomy Platform. Further, should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, maintaining the Tokenomy Platform may no longer be commercially viable and the Company may opt to discontinue the Tokenomy Platform and/or the Tokens. Further, it is difficult to predict how or whether governments or regulatory authorities may implement any changes to laws and regulations affecting distributed ledger technology and its applications, including the Tokenomy Platform and the Tokens. The Company may also have to cease operations in a jurisdiction that makes it illegal to operate in such jurisdiction, or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. In scenarios such as the foregoing, the trading price of Tokens will be adversely affected or Tokens may cease to be traded.

Certain parts of our work and processes may risk being disrupted by new technologies that may emerge

New technologies may emerge and have a disruptive effect on certain parts of our work and processes. In particular, blockchain technology is rapidly developing and evolving, and technological advancements may render certain or all parts of the Company’s work and processes obsolete and ineffective. If we are unable to effectively cope and keep abreast with such technological advancements and/or reallocate the Company’s resources to other work and processes, this could have an adverse effect on the Company’s business, financial condition, results of operations, and prospects.

There may be unanticipated risks arising from the Tokens

Cryptographic tokens such as the Tokens are a relatively new and dynamic technology. In addition to the risks included in this Annex, 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 materialise as unanticipated variations or combinations of the risks discussed in this Annex.