PLEASE NOTE THAT U.S. PERSONS MAY NOT PARTICIPATE IN THE TOKEN SALE.  IF YOU ARE A NON-US PURCHASER, YOU MAY ONLY PARTICIPATE IF YOU ARE OUTSIDE OF THE UNITED STATES AT THE TIME OF THE PURCHASE. 

TERMS OF TOKEN SALE

Date Posted: November 21, 2017
Last Updated: December 15, 2017

PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY.  NOTE THAT SECTION 17 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS.  IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.

Your purchase of Ethereum-based tokens (collectively, “Tokens”) during the Token sale (“Token Sale”) period (“Sale Period”) from Theta Labs, Inc. (“Company,” “we,” “us”) is subject to these Terms of Sale (“Terms”).  Each of you and Company is a “Party,” and together the “Parties.”

These Terms take effect when you (1) click an “I Agree” button, check box or other indicator of agreement presented with these Terms or, if earlier, (2) when we receive payment in full pursuant to Section 2.  By purchasing Tokens from us during the Sale Period, you will be bound by these Terms and all terms incorporated by reference.  If you have any questions regarding these Terms, please contact us at support@thetatoken.org.

You and Company agree as follows:

  1. Purpose and Use of Tokens in the Network

The purpose of the Tokens is to facilitate the provision and receipt of certain services (the “Services”) through a network of websites and influencers, including the SLIVER.tv platform and other related platforms, (the “Network”). Specifically, the Tokens are intended to provide a means of incentivizing users of the Network to view, create content, to buy virtual goods and gifts, and otherwise engage with the Network and other content creators, and to provide advertisers using the Network with a means by which they may fund and promote advertisement campaigns, such as through the sponsorship of users who create content on the Network (all such intended uses of the Tokens, the “Product”). The Product and the Tokens underlying the Product facilitate interaction on the Network.  Important additional details regarding the Network, Services, and Product are in the Company White Paper (the “White Paper”).

As we have no ability to control third parties’ use of the Network, our responsibility or liability for the Network is limited.

The Tokens do not confer any rights other than rights relating to the provision and receipt of Services in the Network, subject to limitations and conditions in applicable Network Terms and Policies (as defined below).  In particular, you understand and accept that Tokens do not represent or confer any ownership right or stake, share, security, or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Network and/or Company and its corporate affiliates, other than the ability to use the Tokens in connection with the Services in the Network, subject to these Terms. The Tokens are not intended to be a digital currency, security, commodity or any other kind of financial instrument.

  1. Scope of Terms

Unless otherwise stated herein, these Terms govern only your purchase of Tokens from us during the Sale Period.

Any use of Tokens in connection with providing or receiving Services in the Network will be governed primarily by other applicable terms and policies, which currently include our terms of service and our privacy policy, which are available at https://www.thetatoken.org/terms and https://www.thetatoken.org/privacy-policy, respectively (collectively, the “Network Terms and Policies”).  We may add new terms or policies to the Network Terms and Policies in our sole discretion, and we may update each of the Network Terms and Policies from time to time according to the modification procedures set forth therein.  You have read, and you understand and agree to these Terms as well as the Network Terms and Policies, the Risk Disclosures, and the White Paper and will regularly check for updates to these documents on www.thetatoken.org (the “Company Site”) or other channels that we make available and will read any updates.

YOU AGREE AND CERTIFY THAT YOU ARE PURCHASING TOKENS DURING THE TOKEN SALE FOR YOUR OWN PERSONAL USE AND UTILITY, AND TO PARTICIPATE ON THE NETWORK AND NOT FOR INVESTMENT, OR FINANCIAL PURPOSES.  YOU AGREE AND CERTIFY THAT TOKENS ARE NOT A SECURITY OR A CRYPTOCURRENCY AND ACKNOWLEDGE THAT TOKENS MAY LOSE ALL VALUE.  Tokens are a cryptographic token used on the Network.  If you did not understand any of the concepts identified in the White Paper; these Terms; the Terms of Use; Risk Disclosures; Privacy Policy; or other Network Terms and Policies, please contact us at support@thetatoken.org.  By agreeing to the Terms you affirm that you understand any and all concepts described in the documents to your satisfaction, and affirm that you also agree to the Network Terms and Policies.

To the extent of any conflict with these Terms, the Network Terms and Policies shall control with respect to any issues relating to the use of Tokens in connection with providing or receiving Services on the Network.

  1. Eligibility

In order to be eligible to participate in the Token Sale, you will have to provide personal information as requested (your “User Credentials”). 

You must also have a wallet or other storage mechanism (“Wallet”) that supports the ERC20 token standard in order to receive any Tokens you purchase from us and provide the address for your Wallet (the “Token Receipt Address”).  We reserve the right to prescribe additional guidance regarding specific requirements with respect to a storage mechanism for the Tokens. You must have the ability to send Ether to the address that we provide (the “Token Deposit Address”).

We are not responsible for any delays, losses, costs, non-delivery of refunds or of Tokens, or other issues arising from failing to provide a Token Receipt Address, or providing an inaccurate or incomplete Token Receipt Address. 

  1. Purchase and Sale of Tokens
  1. Purchase Price.  The price per Token is the amount of Ether corresponding to the value of 0.12 USD, which value for the purposes of this agreement shall be updated periodically on the Company Site (the “Price Per Token”), subject to any bonus amounts or discount in effect at the time of purchase.  The price for the number of Tokens that is credited to your account (the “Resulting Distribution”) is the “Purchase Price.”  Your Resulting Distribution will be based upon the Price Per Token at the time your Purchase Price is deemed to be paid. Because the Price Per Token may change between the time of your initial commitment and the receipt of cryptocurrency by the Company, your Resulting Distribution may be higher or lower than the number that you expected based on the Price Per Token at the time of your initial commitment.
  2. Payment of Purchase Price.  You must pay the Purchase Price by sending the correct amount of cryptocurrency (Ether) corresponding to the number of Tokens that you wish to purchase to the Token Deposit Address. The Purchase Price must be paid within the Sale Period. 

In the event that we do not receive your payment of the Purchase Price in accordance with these Terms within the Sale Period, we reserve the right to void your purchase request and refuse to accept your payment of the Purchase Price.  For the avoidance of doubt, the Purchase Price will be deemed to be paid in full once we have received twelve (12) network confirmations of the transaction.  We reserve the right, in our sole discretion, to modify any of the timelines described in these Terms to account for network congestion or other technical challenges.  

  1. Delivery of Tokens. Company will deliver the quantity of Tokens you purchase into the Token Receipt Address upon confirmation.  However, the Tokens will be locked at delivery, and you will not be able to transfer such Tokens until they are unlocked by the Company, which we anticipate will take place after the end of the Sale Period.
  1. Principles
  1. By transferring cryptocurrency to the relevant Token Deposit Address during the Sale Period, you understand and accept that you make a contribution into a deposit address for the continued development of the Network.  For the White Paper and/or further information on the Network, visit:  www.thetatoken.org.  The information contained in the White Paper and on www.thetatoken.org are of descriptive nature only, are not binding and– unless explicitly referred to herein – do not form part of the Terms.
  2. You understand and accept that while the individuals and entities, including the Company assigned to this task, will make reasonable efforts to develop and complete the Network, it is possible that such development may fail and your Tokens may become useless and/or valueless due to technical, commercial, regulatory or any other reasons.
  3. You are also aware of the risk that even if all or parts of the Network are successfully developed and released in full or in parts, due to a lack of public interest, the Network could be fully or partially abandoned, remain commercially unsuccessful or shut down for lack of interest, regulatory or other reasons.  You therefore understand and accept that the transfer of cryptocurrency to the relevant deposit address, and the creation of Tokens by the Network carry significant financial, regulatory and/or reputational risks (including the complete loss of value of created Tokens, if any, and attributed features of the Network).
  4. By transferring cryptocurrency to the relevant deposit address you expressly agree to all of the terms and conditions set forth in the Network Code existing on the Ethereum blockchain (at the address set forth on the Company Site).  You further confirm to have carefully reviewed the Network code, its functions and the terms and conditions set forth in this document and to fully understand the risks and costs of creating Tokens and contributing into a Network for the continued development of the Network.
  5. You furthermore understand and accept that – as the creation and assignment of the Tokens and the execution of the Services are Network based – the terms and conditions applicable thereon are set forth in the “Network Code,” consisting of multiple interconnected software codes, existing on the Ethereum blockchain (in the form of a smart contract built in Solidity), or other blockchain (as determined by the Company) as set forth on the Company Site.  Specifically, the Company reserves the right to migrate from the Ethereum protocol to a future protocol, that may or may not currently exist, for any reason, in accordance with the procedures set forth in Section 8.
  6. This document does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction.  It is a description of the functionality of a Network.
  7. By transferring cryptocurrency to the relevant deposit address, and/or receiving Tokens, no form of partnership, joint venture, agency or any similar relationship between you and the Company and/or other individuals or entities involved with the creation or deployment of the Network is created.
  8. Your contribution into the Network will not involve any fiat currencies and will strictly be done in cryptocurrencies.
  1. Cancellation; Refusal of Purchase Requests

Your purchase of Tokens from us during the Sale Period is final, and there are no refunds or cancellations except (i) as may be required by applicable law or regulation, and (ii) if cryptocurrency is sent to us from an address different than the approved Token Receipt Address, then such cryptocurrency sent by you to purchase Tokens may be returned, and the purchase and sale will be considered not made.  We reserve the right to refuse or cancel Token purchase requests at any time in our sole discretion.

We will provide you web-based support only, which may include email, web forums, and knowledge base support.  We will not provide telephone or live support.  Our support email is support@thetatoken.org.

  1. Token Sale Procedures and Specifications

Important information about the procedures and material specifications of our Token Sale is provided in the Token Terms Section of the Company Site, including, but not limited to, details regarding the timing and pricing of the Token Sale, the amount of Tokens we will sell, and our anticipated use of the Token Sale proceeds as follows:  The Token Sale will begin on or around January 8, 2018 at 12:00 p.m. noon Pacific Time and continue until January 22, 2018 at 12:00 p.m. noon Pacific Time or until the maximum number of Tokens are purchased, unless the Company decides to extend the Sale Period, in which case notice of such extension shall be provided as set forth in Section 24(g) herein. The actual launch of the Token Sale will be posted on the Company Site.  The Company has allotted up to 300,000,000 Tokens to be purchased during the Token Sale, including any presales or bonuses to be provided. During the Token Sale, the Company may offer bonus tokens for a limited period of time which will be specified on the Company Web Site.

By purchasing Tokens, you acknowledge that you understand and have no objection to these procedures and material specifications.  This information is incorporated by reference as if fully set forth herein.

  1. Delivery Date.  After confirmation of your purchase, your Token Receipt Address will be credited with the Resulting Distribution, which may include any bonus Tokens as well as any adjustments to Price Per Token in the time between your initial commitment and receipt of cryptocurrency by the Company. All tokens will be locked at delivery, and you will not be able to transfer such Tokens until they are unlocked by the Company, which we anticipate will take place after the end of the Sale Period.
  2. Delivery Method.  All deliveries from the Resulting Distribution will be made electronically.  Deliveries will be made directly to the account, address or wallet associated with your Token purchase.
  3. Third Party Payment Processor.  If you purchase cryptocurrency, or acquire cryptocurrency using a third party payment processor, that payment processor is your agent, not ours, for the purpose of the payment and purchase.  You, not we, are responsible for ensuring that we actually receive the appropriate amount of cryptocurrency from an ERC20 compatible Wallet.  For the avoidance of doubt, most online crypto exchanges (e.g., CoinBase, etc.) do not provide ERC20 compatible Wallets, and any cryptocurrency sent from those exchanges may be lost or returned.  We are not responsible for any loss of funds due to the use of a third party payment processor.  If you purchase Tokens or acquire Tokens using a third party payment processor, that payment processor is your agent, not ours, for the purpose of the payment and purchase.  You, not we, are responsible for ensuring that we actually receive the appropriate amount of cryptocurrency.  We are not responsible for any loss of funds related to the use of a third party payment processor.
  1. Migration of Tokens
  1. We reserve the right to migrate the Tokens (the “Pre-existing Tokens”) from the Ethereum protocol to the Company’s anticipated blockchain (the “Native Blockchain”), which is currently in development, or to any other future protocol that may or may not currently exist, for any reason. Further, we may generate new Tokens on the Native Blockchain or any other future protocol that may or may not currently exist and make them available to the holders of Pre-existing Tokens (the “Replacement Tokens”) should we determine, in our sole discretion, that doing so is necessary or useful to the operation of the Network.
  2. In the event that we migrate the Tokens, we may no longer provide support for the Pre-existing Tokens relating to the Network, the Services, or any other operational matters, except with respect to the migration process. At this time, the Company anticipates that it will require Pre-existing Token holders to convert their Pre-existing Tokens to Replacement Tokens on a one for one basis. Accordingly, by accepting these Terms, you acknowledge and agree that in order for you to continue to participate in the Network or obtain utility from the Tokens, you may need to convert the Tokens you purchase during the Token Sale to Replacement Tokens in the future. 
  3. In the event that we migrate the Tokens, we will notify the public via the Company Site.
  1. Acknowledgement and Assumption of Risks

You acknowledge and agree that there are risks associated with purchasing Tokens, holding Tokens, and using Tokens for providing or receiving Services in the Network, as disclosed and explained in the Risk Disclosures Section.  If you have any questions regarding these risks, please contact us at support@thetatoken.org.  BY PURCHASING TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.

  1. Security
  1. Your Security.  You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold Tokens you purchase from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s).  If your private key(s) or other access credentials are lost, you may lose access to your Tokens.  We are not responsible for any such losses.  You will implement reasonable and appropriate measures designed to secure access to (i) any device connected with the email address associated with your account, (ii) private keys required to access any relevant Ethereum address or your Tokens, and (iii) your username, password and any other login or identifying credentials.  In the event that you are no longer in possession of any device connected with your account or are not able to provide your login or identifying credentials, we may, in our sole discretion, and only if we are able, grant access to your account to any person providing additional credentials to us.  We reserve the right to determine the additional credentials required, which may include a sworn, notarized statement of identity.
  2. Additional Information.  You will provide to us or our nominee, immediately upon request, information that, in either of our sole discretion, deem to be required to maintain compliance with any federal, state, local, domestic or foreign law, regulation or policy, including any “Know You Customer” requirements and policies.  Such information may include a passport, driver’s license, utility bill, photograph of you, government identification cards, or sworn statements, and we or our nominee may keep a copy of such information.
  3. Your Information.  We may use aggregate statistical information about your activity, including your activity on the Company Site or platform and logins to various websites, for marketing or any other purpose in our sole discretion.  We may use your internet protocol address to verify your purchase of Tokens.  However, we will not release your personally-identifying information to any third party without your consent, except as not prohibited by law or as set forth in these Terms, our Privacy Policy or any Network Terms and Policies.
  1. Personal Information

We or our nominee may determine, in either of our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable law or regulation in connection with selling Tokens to you.  You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell Tokens to you until you provide such requested information and we have determined that it is permissible to sell you Tokens under applicable law or regulation.

  1. Taxes

The Purchase Price that you pay for Tokens is exclusive of all applicable taxes.  You are responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added, and similar taxes.  It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities.  We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of Tokens.

  1. Representations and Warranties

By purchasing Tokens, you represent and warrant that:

  1. You understand that the Price Per Token may change between the time of your initial commitment and the receipt of cryptocurrency by the Company, at which time the purchase shall be made, and that your Resulting Distribution with be adjusted based on the Price Per Token at the time of purchase.
  2. You are agreeing to participate in the Network in some manner, and understand that it is your responsibility to participate, meaning that the Network surrounding this project is NOT solely dependent upon the efforts of Company managers, but by the members engaging with the Company Network and Services;
  3. You are not a citizen or resident of a country whose legislation conflicts with the present sale of Tokens and/ or the Network in general;
  4. You have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand these Terms and to appreciate the risks and implications of purchasing the Tokens;
  5. You have read and understand these Terms (including the totality of the White Paper to which these Terms also apply);
  6. You are aware of the Company’s business affairs and financial condition and have obtained sufficient information about the Company to reach an informed decision to purchase the Tokens;
  7. You will not be able to transfer Tokens until they have been unlocked by the Company;
  8. You have obtained sufficient information about the Tokens to make an informed decision to purchase the Tokens;
  9. You understand that the Tokens confer only the right to provide and receive Services in the Network and confer no other rights of any form with respect to the Network or Company, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
  10. You are not purchasing Tokens for any uses or purposes other than to provide or receive Services in the Network, including, but not limited to, any investment, speculative or other financial purposes and you agree that, other than your use of the Tokens on the Network, that you will not, directly or indirectly, transfer any Tokens into the United States, or to or for the account or benefit of any U.S. person;
  11. Your purchase of Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of the Tokens and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
  12. You will comply with any applicable tax obligations in your jurisdiction that may be relevant to your purchase, holding, redemption, sale, or transfer of the Tokens;
  13. If you are purchasing Tokens on behalf of any entity, such entity is not organized in, held for the benefit of, and the administrators, executors or trustees of such entity are not, residents (tax or otherwise), citizens, or green card holders of the United States, its territories and possessions or the District of Columbia and you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);
  14. You are not a resident (tax or otherwise), citizen, or green card holder of the United States, its territories and possessions or the District of Columbia, and you are not purchasing Tokens from countries or regions comprehensively sanctioned by the US Office of Foreign Assets Control (OFAC) (including countries currently sanctioned by the US OFAC such as Ukraine, Cuba, Iran, North Korea, and Syria), or on behalf of governments of these countries or regions, nor will you use the Tokens to conduct or facilitate any transactions with persons or entities located in these countries or regions;
  15. You are not (i) a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act, including China (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable comprehensive country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons, Unverified, or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons or Foreign Sanctions Evaders Lists, or the U.S. Department of State’s Debarred Parties List.  You also will not use the Tokens to conduct or facilitate any transactions with such persons described above.  You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services.  If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf;
  16. You agree to promptly provide to the Company or its nominee, upon request, proof of identity and/or source of funds and/or other documentation or other information that the Company may request from time to time in connection with the Company’s obligations under, and compliance with, applicable laws and regulations, including but not limited to anti money laundering legislation, regulations or guidance and/or tax information reporting or withholding legislation, regulations or guidance;
  17. You are of a sufficient age to legally obtain and use Tokens;
  18. You understand with regard to Tokens, that we make no guarantees that you will be able to resell Tokens, or as to its future value, and that no market liquidity may be guaranteed and that the value of Tokens over time may experience extreme volatility or depreciate in full;
  19. You, as an active member of the Company Network, must maintain all records as to ownership amounts, correct address and physical location, location of wallets, participation efforts, and any and all other information necessary for the Company managers to maintain accurate records as to the ecosystem created for the Company, and to notify all associated parties with the Company community;
  1. You understand that you bear the sole responsibility to determine whether your contribution to the Network for the continued development of the Company application, the transfer of cryptocurrency to the Network, the creation, ownership or use of the Tokens, the potential appreciation or depreciation in the value of the Tokens over time, the sale and purchase of the Tokens, and/or any other action or transaction related to the Company application have tax implications; further, by creating, holding or using the Tokens, and to the extent permitted by law, you agree not to hold any third party (e.g., developers, auditors, contractors, or founders) liable for any tax liability associated with or arising from the creation, ownership or use of the Tokens or any other action or transaction related to the Company application;
  2. You are purchasing the functionality of the Tokens issued by the Network primarily to support the continued development, testing, deployment and operation of the Company application, being aware of the commercial risks associated with the Company application;
  3. You waive the right to participate in a class action lawsuit or a classwide arbitration against any entity or individual involved with the creation of the Tokens, as discussed more fully here;
  4. You understand the creation of the Tokens does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;
  5. You understand that the transfer of cryptocurrency to the Network, the creation of the Tokens and the continued development of the Company application carries significant financial, regulatory and reputational risks as further set forth in the Terms;
  6. You understand that you have no right against any other party to request any refund of cryptocurrency submitted to the Network for the creation of the Tokens under any circumstance; and
  7. You agree not to allow anyone to use your Wallet or share your User Credentials with any other person for the purpose of facilitating their unauthorized access to the Token Sale.  If you do share your User Credentials with anyone we will consider their activities to have been authorized by you.  You alone are responsible for any acts or omissions that occur during the Token Sale through the use of your User Credentials.  We reserve the right to suspend or block your access to the Token Sale upon suspicion of any unauthorized access or use, or any attempted access or use, by anyone associated with your User Credentials.
  1. Your Responsibilities
  1. Security and Backup.  You are responsible for properly configuring any software in connection with your access to, or use of, Tokens.  The Network log-in credentials are for your internal use only and you may not sell, transfer, or sublicense them to any other person, except that you may disclose your credentials to your employees, contractors or agents performing work on your behalf.  You are responsible for any person’s use of your credentials.
  2. End User Violations.  You will be deemed to have taken any action that you permit, assist or facilitate any person to take related to these Terms.  You are responsible for any actions taken by anyone who purchases Tokens from you (this person being referred to herein as an “End User”).  You will ensure that any End User complies with your obligations in these Terms and that the terms of your agreement with any End User are consistent with these Terms.
  3. End User Support.  You are responsible for providing customer service (if any) to any End User.  We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide support or services.
  1. Proprietary Rights
  1. Suggestions.  If you provide any suggestions to us or our affiliates, we will own all right, title, and interest in and to those suggestions, even if you have designated the suggestions as confidential or proprietary.  We and our affiliates will be entitled to use the suggestions without restriction.  You irrevocably assign to us all right, title, and interest in and to the suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the suggestions.
  2. Hardware and Software.  Under no circumstances will you gain any proprietary rights in any computer hardware or software (except the value of the Tokens in your Resulting Distribution) used by us or our affiliates.
  3. Intellectual Property.  We retain all right, title and interest in all of our intellectual property, including inventions, discoveries, processes, marks, methods, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon.  You may not use any of our intellectual property for any reason, except with our express, prior, written consent which may be revoked by us.
  1. Indemnification
  1. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees and costs) that arise from or relate to:  (i) your purchase or use of Tokens, (ii) your responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any other person or entity.
  2. Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 16(a).  This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.
  1. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE;  (B) WE DO 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; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, OR ANY OTHER PERSON ON THE COMPANY’S BEHALF, INCLUDING, BUT NOT LIMITED TO, CONVERSATIONS OF ANY KIND, WHETHER THROUGH ORAL OR ELECTRONIC COMMUNICATION.

WE DO NOT AND WILL NOT PROVIDE YOU WITH ANY SOFTWARE OTHER THAN THE TOKENS IN YOUR RESULTING DISTRIBUTION.

YOU UNDERSTAND THAT TOKENS, BLOCKCHAIN TECHNOLOGY, THE ETHEREUM PROTOCOL, AND ETHER ARE NEW AND UNTESTED TECHNOLOGIES OUTSIDE OF OUR CONTROL AND ADVERSE CHANGES IN MARKET FORCES OR TECHNOLOGY WILL EXCUSE OUR PERFORMANCE UNDER THESE TERMS.

TRANSACTIONS USING BLOCKCHAIN TECHNOLOGY, SUCH AS THOSE INVOLVING THE TOKEN SALE, ARE AT RISK TO MULTIPLE POTENTIAL FAILURES, INCLUDING HIGH NETWORK VOLUME, COMPUTER FAILURE, BLOCKCHAIN FAILURE OF ANY KIND, USER FAILURE, TOKEN THEFT, AND NETWORK HACKING.  WE ARE NOT RESPONSIBLE FOR ANY LOSS OF DATA, ETHER, TOKENS, HARDWARE OR SOFTWARE RESULTING FROM ANY TYPES OF FAILURES, THEFT, OR HACK.

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.

  1. Limitation of Liability
  1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:  (I) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, DIMINUTION OF VALUE, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE TOKENS.
  2. THE LIMITATIONS SET FORTH IN SECTION 18(a) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.
  3. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages.  Accordingly, some of the limitations of this Section may not apply to you.
  1. Release

To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, losses, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and the acts or omissions of third parties.  You expressly waive any and all rights which you may have under California Civil Code § 1542, as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.  California Civil Code Section 1542 reads as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

  1. Dispute Resolution; Arbitration

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

  1. Binding Arbitration.  Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (i) waive your and Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and Company’s respective rights to a jury trial.  Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
  2. No Classwide Arbitrations, Class Actions or Representative Actions.  Any Dispute arising out of or related to these Terms is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a classwide arbitration, class action or any other type of representative proceeding.  There will be no classwide arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals.  Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
  3. Federal Arbitration Act.  These Terms affect interstate commerce and the enforceability of this Section 20 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
  4. Notice; Informal Dispute Resolution.  Each Party will notify the other Party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally.  Notice to Company shall be sent by e-mail to Company at support@thetatoken.com.  Notice to you shall be by email to the then-current email address in your Company account.  Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking.  If you and Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this Section 20, commence an arbitration proceeding or, to the extent specifically provided for in Section 20(a), file a claim in court.
  5. Process.  Any arbitration will occur in Santa Clara County, California.  Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference.  The state and federal courts located in Santa Clara County, California will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.  You may also litigate a Dispute in the small claims court located in the county where you reside if the Dispute meets the requirements to be heard in small claims court.
  6. Authority of Arbitrator.  As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms.  The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
  7. Rules of JAMS.  The rules of JAMS and additional information about JAMS are available on the JAMS website.  By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the rules of JAMS, or (ii) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
  1. Governing Law and Venue

These Terms will be governed by and construed and enforced in accordance with the laws of Delaware, without regard to conflict of law rules or principles (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.  Any Dispute between the Parties arising out of or relating to these Terms that is not subject to arbitration or cannot be heard in small claims court will be resolved and filed only in Santa Clara County, California court.  You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.

  1. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.  Any invalid or unenforceable provisions will be interpreted to effect the intent of the original provisions.  If such construction is not possible, the invalid or unenforceable provision will be severed from these Terms, but the rest of these Terms will remain in full force and effect.

  1. Modifications to the Terms.

We may modify these Terms and the Network Terms and Policies at any time by, at our option, posting a revised version on the Company Site, other channel we make available or, only if you have provided us with an email address, by email.  The modified provisions will become effective upon posting or the date indicated in the posting, or if we notify you by email, as stated in the email.  It is your responsibility to check the Company Site and other channels regularly for modifications.  Your continued use of Tokens or the Network after any modification become effective constitutes your acceptance of the modification.  We last modified these Terms on the date listed at the beginning of these Terms.

  1. Miscellaneous
  1. Confidentiality and Publicity.  You may use Company Confidential Information (as defined below) only in connection with your purchase of Tokens and pursuant to the terms of these Terms.  You will not disclose Company Confidential Information during or after the Sale Period.  You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Company Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature.  You will not issue any press release or make any other public communication with respect to these Terms or your purchase of Tokens.  You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person.
  1. “Company Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners and our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential.  Company Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates.  Company Confidential Information does not include any information that:  (i) is or becomes publicly available without breach of this agreement; (ii) can be shown conclusively by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown conclusively by documentation to have been independently developed by you without reference to the Company Confidential Information.
  1. Force Majeure.  We and our affiliates will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including acts of God, flood, fire, earthquake or explosion, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, war, changes in blockchain technology, changes in the Ethereum or Company protocols or any other force, event or condition outside of our control.
  2. Independent Contractors.  We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
  3. No Third Party Beneficiaries.  These Terms do not create any third party beneficiary rights in any person except for any of our affiliates or licensors as provided in these Terms.
  4. Import and Export Compliance.  In connection with these Terms, you will comply with all applicable import, re-import, export, and re-export control and laws, regulations, guidance and programs, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country or individual-specific economic sanctions programs implemented by the Office of Foreign Assets Control.  You are solely responsible for compliance related to your use of Tokens.
  5. Notice.
  1. To you:  We may provide any notice to you, at our option, under these Terms by:  (A) posting a notice on the Company Site; or (B) sending an email to the email address then associated with your account.  Notices we provide by posting on the Company Site will be effective upon posting and notices we provide by email, if any, will be effective when we send the email.  It is your responsibility to keep your email address current.  You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive or read the email.
  2. To us:  To give us notice under these Terms, you must contact the Company by email to support@thetatoken.org.  We may update this email address for notices to us by posting a notice on the Company Site or sending an email to you.  Notices to us will be effective when received by us.
  3. Language:  All communications and notices to be made or given pursuant to these Terms must be in the English language.
  1. Assignment.  You will not assign these Terms, or delegate or sublicense any of your rights under these Terms, without our prior written consent.  Any assignment or transfer in violation of this Section 21(g) will be void.  We may assign these Terms or any of its provisions without your consent.  Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective successors and permitted assigns.
  2. No Waivers.  The failure by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time.  All waivers by us must be in writing to be effective.
  3. Entire Agreement. These Terms set forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them.

 

 


12.9.0.1RISK DISCLOSURES

Last Updated: November 21, 2017

                    1.          Risk of Increase in Purchase Price:  Because the Price Per Token shall be updated periodically on the Company Site, the Purchase Price may increase between the time of your initial commitment and the receipt of cryptocurrency by the Company, at which time the purchase shall be made, and your Resulting Distribution may be lower than you had expected it to be when you decided to purchase Tokens.

                    2.          Risk of Losing Access to Tokens Due to Wallet Incompatibility:  A valid ERC20 Ethereum address from an ERC20 compatible wallet (e.g., Mist, MyEtherWallet, or Metamask) is required to receive your Tokens because your Tokens will be delivered to this address.  Non-ERC20 compatible wallet addresses will not be accepted.  In addition, the Ethereum address used must not be associated with a third party exchange or service that has custody over the private key (e.g., CoinBase, etc.).  You must own the private key if your address is an exchange address.

                    3.          Risks Associated with the Ethereum Protocol:  Tokens and the Network are based on the Ethereum protocol.  As such, any malfunction, unintended function, unexpected functioning of or attack on the Ethereum protocol may cause the Network or Tokens to malfunction or function in an unexpected or unintended manner.  Ether, the native unit of account of the Ethereum protocol, may itself lose value in ways similar to Tokens, and also other ways.

                    4.          Risks Associated with Purchaser Credentials:  Any third party that gains access to or learns of your wallet login credentials or private keys may be able to dispose of your Tokens.  To minimize this risk, you should guard against unauthorized access to your electronic devices.  Best practices dictate that you safely store private keys in one or more backup locations geographically separated from the working location.  In addition, you are responsible for giving us the correct address to send you your Tokens.  If you give us the incorrect address to send your Tokens to, we are not responsible for any loss of Tokens that may occur.

                    5.          Risk of Unfavorable Regulatory Action in One or More Jurisdictions: Blockchain technologies and token sales have been the subject of scrutiny by various regulatory bodies around the world.  The functioning of the Network and Tokens could be impacted by one or more regulatory inquiries or actions, including the licensing of or restrictions on the use, sale, or possession of digital tokens like Tokens, which could impede, limit or end the continued development of the Network and increase legal costs.

                    6.          Risk of Alternative, Unofficial Network:  Following the Token Sale and the continued development of the initial version of the Network, it is possible that alternative applications could be established, which use the same open source code and protocol underlying the Network.  The official Network may compete with these alternative, unofficial Token-based applications, which could potentially negatively impact the Network and Tokens, including the utility of the Tokens for obtaining Services.

                    7.          Risk of Insufficient Interest in the Network or Distributed Applications:  It is possible that the Network will not be used by a large number of businesses, individuals, and other organizations and that there will be limited public interest in the creation and development of distributed applications.  Such a lack of interest could negatively impact Tokens and the Network.

                    8.          Risk that the Network, As Developed, Will Not Meet the Expectations of Company or the Purchaser:  The Network is presently under continued development and may undergo significant changes over time.  Moreover, we have no control over how other participants will use the Network, what products or services will be offered through the Network by third parties, or how third-party products and services will utilize the Tokens (if at all). This could create the risk that Tokens or the Network, as further developed and maintained, may not meet your expectations at the time of purchase, for any number of reasons including mistaken assumptions or analysis, a change in the design and implementation plans, and execution of the Network. Furthermore, despite our good faith efforts to develop, complete, and participate in the Network, it is still possible that the Network will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Network and Tokens, and your Tokens may become useless due to technical, commercial, regulatory or any other reasons.

                    9.          Risk of Unfavorable Fluctuation of Ether and Other Currency Value:  The Company team intends to use the proceeds from selling Tokens to fund the maintenance and continued development of the Network, as described further in the White Paper.  The proceeds of the Token Sale will be denominated in Ether, and converted into other cryptographic and fiat currencies.  If the value of Ether or other currencies fluctuates unfavorably during or after the Token Sale, the Company team may not be able to fund continued development, or may not be able to develop or maintain the Network in the manner that it intended.

                    10.        Risks from Taxation:  The tax characterization of Tokens is uncertain.  You must seek your own tax advice in connection with purchasing Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes, and tax reporting requirements.

                    11.        Risk of Theft and Hacking:  Hackers or other groups or organizations or countries may attempt to interfere with the Network or the availability of Tokens in any number of ways, including service attacks, Sybil attacks, spoofing, smurfing malware attacks, or consensus based attacks, or phishing, or other novel methods that may or may not be known to steal Tokens.

                    12.        Risk of Security Weaknesses in the Network Core Infrastructure Software:  The Network consists of open source software that is based on other open source software.  There is a risk that the Company team or other third parties may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructural elements of the Network interfering with the use of or causing the loss of Tokens.

                    13.        Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography:  Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and the Network, which could result in the theft or loss of Tokens.

                    14.        Risk of Token Mining Attacks:  As with other decentralized cryptographic tokens and cryptocurrencies, the blockchain used for the Network is susceptible to mining attacks, including double-spend attacks, majority mining power attacks, selfish-mining attacks, and race condition attacks.  Any successful attacks present a risk to the Network, Tokens, and expected proper execution and sequencing of Ethereum contract computations.  Despite the efforts of the Company team, the risk of known or novel mining attacks exists.

                    15.        Risk of Lack of Adoption or Use of the Network:  While the purchase of Tokens should not be viewed as an investment, the Tokens may have value over time.  That value may be limited or non-existent if the Network lacks use and adoption.  If this becomes the case, there may be few or no markets following the launch of the platform, potentially having an adverse impact on Tokens.

                    16.        Risk of an Illiquid Market for Tokens:  The Company is not aware of any marketplace for Tokens, and there may never be any such marketplace for Tokens.  There are currently no exchanges upon which Tokens would trade.  If such exchanges ever do develop, they will likely be relatively new and subject to poorly understood regulatory oversight.  Such exchanges may, therefore, be more exposed to fraud and failure than established, regulated exchanges for other products, and such exposure may have a negative impact on Tokens.

                    17.        Risk of Uninsured Losses:  Unlike bank accounts or accounts at some other financial institutions, funds held using the Network or Ethereum network are generally uninsured.  In the event of any loss, there is no public insurer, such as the FDIC, or private insurer, to offer recourse to the purchaser.

                    18.        Risk of Dissolution of the Company Project:  It is possible that, due to any number of reasons, including an unfavorable fluctuation in the value of Ether, development issues with the Network, the failure of business relationships, or competing intellectual property claims, the Company project may no longer be viable as a business or otherwise and may dissolve or fail to launch.

                    19.        Risks Arising from Lack of Governance Rights:  Because Tokens confer no governance rights of any kind with respect to the Network or the Company, all decisions involving the Company’s products or services within the Network or the Company itself will be made by the Company at its sole discretion, including, but not limited to, decisions to discontinue its products or services in the Network, to create and sell more Tokens for use in the Network, or to sell or liquidate the Company.  These decisions could adversely affect the Network and the utility of any Tokens you own, including their utility for obtaining Services.

                    20.        Risk of Malfunction in the Network:  The Network may malfunction in an unfavorable way and such malfunction may result in the loss of Tokens.

21. Risks Arising from Migration to a Native Blockchain:  The Company currently intends to migrate the Tokens to a Native Blockchain, which is in development. If and when such Tokens migrate to the Native Blockchain, the Replacement Tokens may carry the following additional risks:

                    a)         Fake Service Certificates: As the Native Blockchain is currently conceived, each caching node in the Company’s Decentralized Streaming Network (“DSN”), which is also in development, will receive service certificates generated by downstream nodes. There will be a risk that a hacker may create fake service certificates.

                    b)         Service Certificate Withholding Attack: A malicious caching node may prioritize mining Tokens over accepting service requests from viewers. However, this risk may be tempered by the incentives that are expected to be built into the DSN with the Reputation Score feature.

c) Caching Node & Mining Risk.  It’s possible that hackers may be able to mine more or less tokens than we anticipate in the Native Blockchain, since all of our caching nodes also serve as mining nodes.  It’s also possible that certain malicious actors may be able to collude to get an advantage in mining the Replacement Tokens.   If certain malicious actors are able to control a majority of the mining power in the Native Blockchain, there are additional risks related to the Replacement Tokens, such as double-spending, etc.

                    22.        Unanticipated Risks:  Cryptographic tokens are a new and untested technology.  In addition to the risks discussed in the White Paper and these Terms, there are risks that the Company team cannot anticipate.  Further risks may materialize as unanticipated combinations or variations of the discussed risks or the emergence of new risks.

 

ACTIVE/93276242.9 SK26