PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY. NOTE THAT SECTION 14 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.
Your purchase of Credo Tokens (“Credo”) during the Credo sale period (“Sale Period”) from Turing Technology, Inc. (“Company,” “we,” or “us”) is subject to these Terms of Sale (“Terms”). Each of you and Company is a “Party,” and together the “Parties.”
By purchasing Credos from us during the Sale Period and/or using Credos in connection with the Services (as defined below), 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 [email protected]
You and Company agree as follows:
1. Purpose and Use of Credos in Connection with the Services
Credos are intended to function as a means to purchase access to the BitBounce service and technology (the “Services”). Important additional details regarding the Services are provided in Exhibit A.
Ownership of Credos carries no rights, express or implied, other than as a means to purchase the Services. In particular, you understand and accept that Credos do not represent or confer any ownership right or stake, share or 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 Company and its corporate affiliates or its property, other than rights relating to the receipt of Services, subject to limitations and conditions in these Terms and applicable BitBounce Terms and Policies (as defined below). Credos are not intended to be a security, commodity or any other kind of financial instrument.
2. Scope of Terms
Unless otherwise stated herein, these Terms govern only your purchase of Credos from us during the Sale Period.
The use of Credos in connection with the Services may be governed by other applicable terms and policies (collectively, the “BitBounce Terms and Policies”). Any BitBounce Terms and Policies we promulgate will be available at https://bitbounce.com. We may add terms or policies to the BitBounce Terms and Policies in our sole discretion, and may update each of the BitBounce Terms and Policies from time to time according to modification procedures set forth therein. To the extent of any conflict with these Terms, the BitBounce Terms and Policies shall control with respect to any issues relating to the use of Credos in connection with the Services.
3. Cancellation; Refusal of Purchase Requests
Your purchase of Credos from us during the Sale Period is final, and there are no refunds or cancellations except (a) if the Activation Threshold is not reached, pursuant to applicable procedures set forth in Exhibit B or (b) as may be required by applicable law or regulation. We reserve the right to refuse or cancel Credo purchase requests at any time in our sole discretion.
4. Credo Sale Procedures and Specifications
Important information about the procedures and material specifications of our Credo sale is provided in Exhibit B, including, but not limited to, details regarding the timing and pricing of the Credo sale, the amount of Credo we will sell, and our anticipated use of the Credo sale proceeds. By purchasing Credos, you acknowledge that you understand and have no objection to these procedures and material specifications.
5. Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with purchasing Credos, holding Credos, and using Credos in connection with the Services, as disclosed and explained in Exhibit C. If you have any questions regarding these risks, please contact us at [email protected] BY PURCHASING CREDOS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold Credos 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 Credos. We are not responsible for any such losses.
7. Personal Information
We may determine, in 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 Credos to you. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell Credos to you until you provide such requested information and we have determined that it is permissible to sell you Credos under applicable law or regulation.
The purchase price that you pay for Credos is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of Credos, 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 Credos.
9. Representations and Warranties
By transferring Ether to the smart contract system (“Smart Contract System”, as explained in Exhibit B) to purchase Credos from us, you represent and warrant that:
- You have read and understand these Terms (including all Exhibits);
- You have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens like Bitcoin and Ether, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing Credos;
- You have carefully reviewed the code of the Smart Contract System located on the Ethereum blockchain at the addresses set forth in Exhibit B and fully understand and accept the functions implemented therein;
- You have obtained sufficient information about Credos to make an informed decision to purchase Credos;
- You understand the restrictions and risks associated with the creation of Credos by the Smart Contract System as set forth herein, and acknowledge and assume all such risks;
- You understand, acknowledge and assume the risks associated with the purchase, holding and use of Credos in connection with the Services and Platform, as explained and disclosed in Section 5 and Exhibit C;
- You understand that Credos confer only the right to receive Services, and confer no other rights of any form with respect to the Company or its corporate affiliates or property, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
- You are purchasing Credos solely for the purpose of receiving Services and supporting the development, testing, deployment and operation of BitBounce, being aware of the commercial risks associated with the Company and BitBounce. You are not purchasing Credos for any other purposes, including, but not limited to, any investment, speculative or other financial purposes;
- Your purchase of Credos complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other applicable legal requirements in your jurisdiction for purchasing Credos, using Credos, 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;
- You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of Credos;
- If you are purchasing Credos on behalf of any entity, 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);
- You are not resident or domiciled in New York State or purchasing Credos from a location in New York State; and
- You are not, nor are you an agent of, (i) a citizen or resident of a country or territory in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a country or territory that is subject to sanctions or embargoes imposed by the United States or any other country, or (iii) an individual or entity, nor an individual or entity employed by, acting on behalf of, or affiliated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals and Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List (collectively, “Restricted Party Lists”). You further agree that you will not use the Credo or Services in connection with transactions (i) in any country or territory that is subject to U.S. or other sanctions or embargoes, (ii) with any individual or entity that is identified on the Restricted Party Lists, nor (iii) otherwise prohibited by U.S. sanctions and export control laws and regulations including the sanctions regulations administered by the U.S. Department of the Treasury Office of Foreign Assets Control, 31 C.F.R. §§ 500-599, and the Export Administration Regulations, 15 C.F.R. §§ 730-774. You agree that if your country of residence or any other circumstances change such that the above representations are no longer accurate, then you will immediately cease using the Services and notify the Company. 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.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of Credos, (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.
Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 10(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.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) CREDOS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO CREDOS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT CREDOS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN CREDOS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT CREDOS OR THE DELIVERY MECHANISM FOR CREDOS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
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.
12. Limitation of Liability
(A) 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, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF CREDOS 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 CREDOS, EXCEED THE AMOUNT YOU PAY TO US FOR CREDOS.
(B) THE LIMITATIONS SET FORTH IN SECTION 12(A) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.
(C) 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.
To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights 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.
14. Dispute Resolution; Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS ADDITIONAL PROVISIONS APPLICABLE ONLY TO INDIVIDUALS LOCATED, RESIDENT, OR DOMICILED IN THE UNITED STATES. IF YOU ARE LOCATED, RESIDENT, OR DOMICILED IN THE UNITED STATES, THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (i) waive your and Company’s respective rights to have any and all Disputes arising from or related to 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).
No Class 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 class arbitration, class action or any other type of representative proceeding. There will be no class 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.
Federal Arbitration Act. The enforceability of this Section 14 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.
Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by e-mail to Company at [email protected] Notice to you shall be by email to the then-current email address in your Account. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this Section 14, commence an arbitration proceeding or, to the extent specifically provided for in Section 14(a), file a claim in court.
Any arbitration will occur in San Mateo 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 San Mateo 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.
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.
Severability of Dispute Resolution; Arbitration. If any term, clause or provision of this Section 14 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 14 will remain valid and enforceable. Further, the waivers set forth in Section 14(b) are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
15. Governing Law and Venue
These Terms will be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction.
If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
These Terms constitute the entire agreement between you and us relating to your purchase of Credos from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at https://bitbounce.com and update the “Last Updated” date above. We may also attempt to notify you through the Credos website at https://bitbounce.com/credo. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We 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. Purchasing Credos from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.
Description of Company, BitBounce, and Credos:
1. Overview of Company
The Company is incorporated in the State of Delaware and will have primary responsibility for the provision of Services and for administering the development of BitBounce.
2. Overview of BitBounce and Credos Functionality
BitBounce currently provides three use cases to users. These include:
- The Spam Filter use case, which filters emails out of the inbox that are not on a whitelist and moves them back to the inbox when the sender makes a payment.
- The Incentivized Response use case, which holds an amount of cryptocurrency in escrow for an email recipient until a response is received from said recipient.
- The Autopilot use case, which automatically pays for emails from a given email address or domain to go through the BitBounce spam filter.
Development plans include building additional use cases for enterprises, simplifying routine tasks such as surfacing emails that a recipient has been paid to receive, building out a searchable roster of VIPs that are contactable at a given price through the Incentivized Response use case, developing plugins to existing email clients for the Incentivized Response use case, and many other improvements to facilitate a market for email access.
Credos will also be distributed to users through a Proof of Usage mechanism that rewards adoption and continued use of BitBounce. Additional information on Proof of Usage can be found in section 3.6 of the Credo Token Whitepaper (“Whitepaper”), which is available at: https://bitbounce.com/whitepaper.
Further details regarding BitBounce and Credos are described in the Whitepaper. The information contained in the Whitepaper and BitBounce’s website are of descriptive nature only, and do not, unless explicitly incorporated herein, form part of the Terms.
Although Company intends to develop BitBounce and the Services in the manner generally described above, it reserves the right to modify features, functionalities or development plans in its sole and absolute discretion.
3. Overview of Intellectual Property
The Company has filed a provisional patent to cover the inventions involved in the use cases for BitBounce and their implementation. The Company intends to develop a patent portfolio centered on the intersection of email and cryptocurrency/blockchain in order to acquire and maintain an exclusive right to operate services based on its inventions.
Token Sale Procedures and Specifications
1. Total Number of Credos to be Created and Sold
The Company has created up to 1,374,729,257.2286 Credos through the Smart Contract System. Prior to the Sale Period, 174,688,352.899032 Credos were sold to presale purchasers. Of the total pool of Credos created, a pool of 618,628,165.75287 Credos have been pre-allocated to the Company (“Company Credos”) and another pool of 206,209,388.58429 were allocated to certain Company team members and shareholders (“Incentive Credos”) for certain uses as described in Section 5 of this Exhibit B. As a result, a separate pool of 375,203,350 Credos has been created by the Smart Contract System for sale by the Company to purchasers during the Sale Period; due to the need to use an integer exchange rate, the amount for sale via the ICO smart contract during the Sale Period will be 375,200,000 Credos. All Credos will be of equal value and functionality.
2. Commencement and Duration of Token Sale
The Company’s sale of Credos will begin at approximately 1PM PST on July 26, 2017. The sale will run for approximately 30 days and will end at the earlier of approximately 1PM PST on August 25, 2017 or such time as the cap of 100,000 Ether has been reached (the “Sale Period”).
If less than 250 Ether have been received by Company during the Sale Period (the “Activation Threshold”), each purchaser will have the possibility to initiate the transfer of the respective amount of Ether submitted to the Smart Contract System from the Smart Contract System’s address back to the address used by that purchaser to transfer Ether to the Smart Contract System. If, during the Sale Period, the Activation Threshold is reached, but less than 100,000 Ether has been received by Company, no additional Credos will be sold during the Sale Period.
3. Credos Price
1 Ether will purchase 3,752 Credos, making the sale price of Credos 0.00026652452025586353 Ether per Credo. There is no sale price for Company Credos or Incentive Credos, which were created by the Smart Contract System and pre-allocated to the Company and/or relevant team members and shareholders before the Sale Period.
4. Procedures for Buying and Receiving Credos
In order to purchase Credos during the Sale Period, and to receive the Credos you purchase, you must have an Ethereum wallet that supports the ERC20 token standard. The Company reserves the right to prescribe additional wallet requirements.
Approximately forty-eight (48) hours prior to the commencement of the Sale Period, Company will publish an address for the Credos sale via https://bitbounce.com. To initiate a purchase of Credos during the Sale Period, you must send an amount of Ether to an Ethereum address (the “Credos Token Address”) and you must agree to these Terms. Sending Ether to the Credos Token Address during the Sale Period triggers a smart contract operation, pursuant to which the Smart Contract System will automatically create and promptly deliver a Credo ICO token to the ERC20 wallet address from which the Ether were sent. During or following the Sale Period, the Company will send Credo tokens to wallet addresses that hold Credo ICO tokens with a 1-to-1 amount of Credos sent for the amount of Credo ICO tokens held by the wallet.
Ether must be sent to the Credos Token Address during the Sale Period in order to purchase and receive Credos. Sending Ether to any other address may result in loss of Ether. Attempted transactions to purchase Credos will be rejected if Ether is sent to the Credos Token Address at any time before or after the Sale Period.
5. Company Credos, User Growth Pool and Incentive Credos
Of the Company Credos, 206,209,388.58429 Credos will be used for compensating employees and contractors, and for other internal purposes in connection with the deployment and development of the Services.
The remaining 412,418,777.16858 of the Company Credos will be allocated to a “User Growth Pool”, which we will administer to incentivize use of the Services. The User Growth Pool is intended to reward users of the Services at an amount of Credos per specified use that will be determined in the sole discretion of the Company. Once the User Growth Pool is exhausted, it will be discontinued, and no new Credos will be created for or transferred to the User Growth Pool.
The Company reserves the right to adjust the allocation of Company Credos.
In addition, 206,209,388.58429 Incentive Credos will be used to reward team members and shareholders for their significant contributions made to the development of BitBounce and Credo, and to align team members’ personal incentives with those of the Company.
6. Use of Proceeds from Credos Token Sale
The Ether that Company receives for Credos sold to purchasers during the Sale Period, up to 100,000 Ether, will be used to compensate engineers, staff and contractors, cover operating costs and marketing expenses, and to address other administrative and unforeseen costs.
The following is an estimated, illustrative allocation of these budget items, which the Company reserves the right to modify in its sole and absolute discretion:
Technical Development and Staff (estimated 40% of proceeds).
This includes the hiring and continued employment of engineers, designers, marketers, etc.
Contractors (estimated 10% of proceeds).
In areas where the Company’s activities do not require full time contributions, the Company will hire contractors. Examples of this include domain experts for systems that require occasional tuning.
Marketing (estimated 30% of proceeds).
Marketing expenses will include various kinds of marketing and advertising used to acquire market share for BitBounce.
Administration (estimated 10% of proceeds).
This involves various legal and compliance expenses that the company could incur, as well as administering the Company’s workforce.
Contingency (estimated 10% of proceeds).
Contingency funds will be used on miscellaneous expenses that arise, such as funding new partnership opportunities.
Certain Risks Relating to Purchase, Sale and Use of Credos
Important Note: As noted elsewhere in these Terms, the Credos are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this Exhibit C is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit C, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
By purchasing, holding and using Credos, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to Credos Due to Loss of Private Key(s), Custodial Error or Purchaser Error
A private key, or a combination of private keys, is necessary to control and dispose of Credos stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Credos will result in loss of such Credos. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a digital wallet or vault service you use, may be able to misappropriate your Credos. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store Credos, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your Credos. Additionally, your failure to follow precisely the procedures set forth in Section 4 of Exhibit B for buying and receiving Credos, including, for instance, if you provide the wrong address for receiving Credos, may result in the loss of your Credos.
2. Risks Associated with the Ethereum Protocol
Because Credos and BitBounce are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on BitBounce or Credos. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to Credos and BitBounce, including the utility of Credos for obtaining Services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
3. Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Ethereum protocol, Credos are susceptible to attacks by miners in the course of validating Credos transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to BitBounce and Credos, including, but not limited to, accurate execution and recording of transactions involving Credos.
4. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with BitBounce or Credos in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing.
5. Risks Associated with Markets for Credos
There could be illiquidity risk with respect to Credos you hold. Secondary trading of Credos may be facilitated by BitBounce or third party exchanges, but such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to market-related risks. Furthermore, to the extent that third-parties do ascribe an external exchange value to Credos (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
6. Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, Credos are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by us, to offer recourse to you.
7. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of Credos and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including BitBounce and Credos. Regulatory actions could negatively impact BitBounce and Credos in various ways, including, for purposes of illustration only, through a determination that Credos are a regulated financial instrument or security that require registration and/or licensing. Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
8. Risks Arising from Taxation
The tax characterization of Credos is uncertain. You must seek your own tax advice in connection with purchasing Credos, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
9. Risk of Alternative Platforms
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying BitBounce and attempt to facilitate services that are materially similar to the Services. BitBounce may compete with these alternative platforms, which could negatively impact BitBounce and Credos, including Credos’s utility for obtaining Services. The Company will seek to limit such competition through the filing for and use of patents, yet there are risks that the Company will be unsuccessful in doing so.
10. Risk of Insufficient Interest in BitBounce or Distributed Applications
It is possible that BitBounce will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed platforms (such as BitBounce) more generally. Such a lack of use or interest could negatively impact the development of BitBounce and the potential utility of Credos, including its utility for obtaining Services.
11. Risks Associated with the Development and Maintenance of BitBounce
BitBounce is still under development and may undergo significant changes over time. Although we intend for Credos and BitBounce to follow the specifications set forth in Exhibit A, and will take commercially reasonable steps toward those ends, we may have to make changes to the specifications of Credos or BitBounce for any number of legitimate reasons. This could create the risk that Credos or BitBounce, as further developed and maintained, may not meet your expectations at the time of purchasing Credos. Furthermore, despite our good faith efforts to develop and maintain BitBounce, it is still possible that BitBounce will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact BitBounce and the potential utility of Credos, including its utility for obtaining Services.
12. Risk of an Unfavorable Fluctuation of Ether and Other Currency Value
The Company team intends to use the proceeds from selling Credos to fund the maintenance and development of BitBounce, as described further in Section 6 of Exhibit B. The proceeds of the sale of Credos will be denominated in Ether, and may, at our discretion, be converted into other cryptographic and fiat currencies. If the value of Ether or other currencies fluctuates unfavorably during or after the Sale Period, the Company team may not be able to fund development, or may not be able to develop or maintain BitBounce in the manner that it intended.
13. Risk of Dissolution of the Company
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether (or other cryptographic and fiat currencies), decrease in Credos’s utility (including its utility for obtaining Services), the failure of commercial relationships, or intellectual property ownership challenges, BitBounce may no longer be viable to operate and the Company may dissolve.
14. Risks Arising from Lack of Governance Rights
Because Credos confer no governance rights of any kind with respect to BitBounce or Company, all decisions involving BitBounce or Company will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue BitBounce, to sell more Credos for use in BitBounce, or to sell or liquidate the Company. These decisions could adversely affect BitBounce and the utility of Credos that you hold, including Credos’s utility for obtaining Services.
15. Unanticipated Risks
Cryptographic tokens such as Credos are a new and untested technology. In addition to the risks included in this Exhibit C, there are other risks associated with your purchase, holding and use of Credos, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit C.