We (directly or via Our subsidiaries, affiliates or distributors) (the “Company”) used reasonable endeavors to approach each Token (as defined below) sale/allocation in a responsible and sensible manner. Given the legal uncertain of distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities in a number of jurisdictions, the Company has spent time and resources to consider its business approach and where it proposes to operate now and in the future. It is possible that the tokens described in the Available Information and the Website, MBS token and the Score token and the in-game NFTs (together, the “Tokens”) may comprise a security in your jurisdiction or the offer for sale by the Company of the Tokens in your jurisdiction may be a regulated or prohibited activity. The Company accepts no responsibility or liability to You in these or any other circumstances. You are strongly advised to take independent legal advice in respect of the legality in Your jurisdiction of using the Platform and purchase of Tokens. The Company may use subsidiaries, affiliates or distributors for facilitating any of its activities, Services and/or Tokens sale or allocation.
The Tokens are functional utility tokens (or NFTs) designed for use only on the Platform. The Tokens are not securities and not granting any right in the Company. In the event that You purchase Tokens, Your purchase cannot be refunded or exchanged. The Company does not recommend purchasing Tokens for speculative investment purposes. Tokens do not entitle You to any equity, voting or similar right or entitlement in the Company or in any of its affiliated entities. Tokens are sold as digital products, similar to downloadable software, digital music and the like. The Company does not recommend that You purchase Tokens unless You have prior experience with cryptographic tokens, Non-fungible token (NFT), blockchain-based software and distributed ledger technology and unless You have taken independent professional advice.
Citizens, nationals, residents (tax or otherwise), green card holders and/or Restricted Persons of any Restricted Jurisdiction (as defined below) are not permitted to use the Platform or participate in any Token sale or allocation or any of the services provided in our website.
The term “Restricted Jurisdiction” means (a) United States of America (and its territories, including Puerto Rico), British Virgin Islands, Israel, Cuba, Iran, North Korea, Sudan, Syria, Lebanon, Russia and the Crimea, Donetsk or Luhansk regions of Ukraine; (b) any jurisdiction listed in any sanction list issued by (i) the United States of America, (ii) the United Nations Security Council, (iii) the European Union, (iv) the United Kingdom, (v) Israel or (vi) the respective governmental institutions of any of the foregoing including, without limitation, the Financial Action Task Force (FATF), Her Majesty’s Treasury, the Office of Foreign Assets Control of the US Department of the Treasury, the US Department of Commerce, the US Department of State or any other agency of the US government, the Israeli Ministry of Finance and the Israeli Ministry of Defense, each as amended, supplemented or substituted from time to time; or (c) any other jurisdiction which prohibits or requires any supervision oversight licensing regulatory compliance legal compliance and/or prior approval from any regulatory (or similar) authority or body or form any monetary or securities body or authority for the purchase of digital currencies or any similar activity or product. “Restricted Persons” refers to any individual, firm, company, partnership, trust, corporation, entity, government, state or agency of a state or any other incorporated or unincorporated body or association, association or partnership (whether or not having separate legal personality) that is established and/or lawfully existing under the laws of a Restricted Jurisdiction or is listed under any sanction list administered a country stated above. The Tokens are not intended to constitute, and shall not constitute, equities or securities (of any nature whatsoever) in any jurisdiction. The Available Information does not constitute a prospectus or offer document of any sort and the Available Information is not intended to constitute an offer of securities or a solicitation for investment in securities (in any form, way or instrument) in any jurisdiction. The Company does not provide any opinion nor advice to purchase, sell, hold, or otherwise transact with Tokens and the presentation, publication or communication of all or any part of the Available Information shall not form the basis of, or be relied upon in connection with, any contract or investment decision.
No part of the Available Information should be considered to be business, technology, legal, financial or tax advice regarding the Company, the Tokens, purchase of the Tokens or any of the matters to which all or any part of the Available Information relates. You should consult Your own legal, financial, tax or other professional advisor regarding the Available Information. You should be aware that You may be required to bear the financial risk of any purchase of Tokens for an indefinite period of time.
In no event shall the Company or any current or former employees, officers, directors, partners, trustees, representative, agents, advisors, contractors, or volunteers of the Company (hereinafter the “Company Representatives”) be responsible or accountable or liable in any way whatsoever to any purchaser of Tokens for any loss of profits or otherwise or for any lost savings or for any incidental direct indirect special or consequential damages in each case arising out of or from or in connection with:
(collectively, the “Excluded Liability Matters”).
The Available Information, the Website and the Tokens are provided on an “as is” basis and without any representations or warranties of any kind, either express or implied. You assume all responsibility and risk with respect to Your use of the Available Information and purchasing of any number of Tokens and their use. If applicable law does not allow all or any part of the above limitation of liability to apply to You, the limitations will apply to You only to the maximum extent permitted by applicable law. To the maximum extent permitted by applicable law, You hereby irrevocably and unconditionally waive: (i) all and any claims (whether actual or contingent and whether as an employee, office holder, trustee, agent, principal or in any other capacity whatsoever or howsoever arising) including, without limitation, claims for or relating to the Excluded Liability Matters, any payment or repayment of monies, indemnity or otherwise that You may have against the Company or against any of the Company Representatives; and (ii) release and discharge the Company and all of the Company Representatives from any and all liability (of whatsoever nature or howsoever arising) it or they may have to You. If for any reason You hereafter bring or commence any action or legal proceeding in respect of any claim purported to be released and discharged pursuant to this paragraph or these Terms, or otherwise attempt to pursue any such claim against the Company or any Company Representative then You hereby irrevocably and unconditionally undertake to indemnify, and keep indemnified the Company and all Company Representatives fully on demand from and against:
in each case by reason of or in connection with the bringing or commencement of such action or pursuit of such claim by You.
If any provision or part-provision of this “Legal Considerations, Risks and Disclaimer” paper is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this “Legal Considerations, Risks and Disclaimer” paper shall not affect the validity and enforceability of the rest of this “Legal Considerations, Risks and Disclaimer” paper. paper.
Notwithstanding any other provision of these Terms or any statement made expressly or impliedly in the Available Information, the Company does not make or purport to make, and hereby disclaims, any representation warranty undertaking or covenant in any form whatsoever to any entity or person, including any representation warranty undertaking or covenant in relation to the truth, accuracy and completeness of any of the information set out in the Available Information.
By howsoever accessing and/or accepting possession or communication of all or any part of the Available Information, You represent and warrant (and shall be deemed to represent and warrant) to the Company on the date of such access or on the latest date on which You retain possession of all or any part of the Available Information as follows:
All statements contained in the Available Information, statements made in any press releases or in any place accessible by the public and oral statements that may be made by the Company or the Company Representatives (as the case may be), that are not statements of historical fact, constitute “forward looking statements”. Some of these statements can be identified by forward-looking terms such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will” or other similar terms. However, these terms are not the exclusive means of identifying forward-looking statements. All statements regarding the Company’s financial position, business strategies, plans and prospects and the future prospects of the industry which the Company is in are forward-looking statements. These forward-looking statements, including but not limited to statements as to the Company’s revenue profitability and growth, expected revenue profitability and growth, prospects, future plans, other expected industry trends and other matters discussed in the Available Information regarding the Company are matters that are not historic facts, but only estimations and predictions. The Company makes no representation or warranty on having made any predictions or estimates or expectations on the basis of any formula, any mathematical or scientific modelling or forecast, or having made any due and proper enquiries or having undertaken any independent research or studies or otherwise. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of the Company to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. These factors include, amongst others:
All forward-looking statements made by or attributable to the Company or Company Representatives are expressly qualified in their entirety by such factors. Given that risks and uncertainties that may cause the actual future results, performance or achievements of the Company to be materially different from that expected, expressed or implied by the forward-looking statements in the Available Information, undue reliance must not be placed on these statements.
These forward-looking statements are applicable only as of the later of the date of publication of the Available Information and the latest date that the Website has been updated. Neither the Company nor the Company Representatives nor any other person represents, warrants and/or undertakes that the actual future results, performance or achievements of the Company will be as discussed in those forward-looking statements. The actual results, performance or achievements of the Company may differ materially from those anticipated in these forward-looking statements.
Nothing contained in the Available Information is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of the Company. Further, the Company disclaims any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future.
You should carefully consider and evaluate each of the following risk factors and all other information contained in the Terms before deciding to purchase the Tokens or using Our Platform. To the best of the Company’s knowledge and belief, all risk factors which are material to You in making an informed judgment to purchase the Tokens have been set out below. If any of the following considerations, uncertainties or material risks develops into actual events, the business, financial position and/or results of operations of the Company and the maintenance and level of usage of the Tokens could be materially and adversely affected. In such cases, the trading price of Tokens (in the case where they are listed on an exchange or market (regulated, unregulated, primary, secondary or otherwise)) could decline due to any of these considerations, uncertainties or material risks, and you may lose all or part of Your Tokens or the economic value thereof.
There has been no public market for the Tokens, and there is no assurance that the Tokens will ever list for trading on a cryptocurrency exchange or market. Furthermore, even if the Tokens will ever list for trading on a cryptocurrency exchange or market, there is no assurance that an active or liquid trading market for the Tokens will develop, or if developed, will be sustained after the Tokens have been made available for trading on such market. There is also no assurance that the market price of the Tokens will not decline below the original or issue purchase price (the “Purchase Price”). The Purchase Price may not be indicative of the market price of the Tokens after they have been made available for trading on a market.
A Token is not a currency issued by any central bank or national, supra-national or quasi-national organization, nor is it backed by any hard assets or other credit nor is it a commodity in the traditional sense of that word. The Company is not responsible for, nor does it pursue, the circulation and trading of Tokens on any market. No one is obliged to purchase any Token from any holder of the Token, including the purchasers, nor does anyone guarantee the liquidity or market price of Tokens to any extent at any time. Furthermore, Tokens may not be resold to purchasers who are citizens, nationals, residents (tax or otherwise) and/or green card holders of Restricted Jurisdictions or to Restricted Persons or to purchasers in any other jurisdiction where the purchase of Tokens may be in violation of applicable laws. Accordingly, the Company cannot ensure that there will be any demand or market for Tokens, or that the Purchase Price is indicative of the market price of Tokens after they have been made available for trading on any cryptocurrency exchange or market.
Any future sale or issuance of the Tokens would increase the supply of Tokens in the market and this may result in a downward price pressure on the Token. The sale or distribution of a significant number of Tokens (including but not limited to the sales of Tokens undertaken after the completion of the initial crowd sale, issuance of Tokens to persons other than purchasers for purposes of community initiatives, business development, academic research, education and market expansion and issuance of Tokens as a reward to users of the Company’s business platform that is yet to be developed or otherwise), or the perception that such further sales or issuance may occur, could adversely affect the trading price of the Tokens.
Negative publicity involving the Company, the Platform that is yet to be developed, the Tokens or any of the key personnel of the Company and/or regulation of distributed ledger technologies, cryptocurrencies and/or sales of tokens in any jurisdiction, may materially and adversely affect the market perception or market price of the Tokens, whether or not it is justified.
There is no assurance that there will be sufficient engagement in the Platform that is yet to be developed such that You will be able to achieve Your anticipated goals in connection with the Tokens and\or the Platform.
The Company will make efforts to ensure that the funds received from the Tokens sale will be securely held in a manner that will mitigate the loss of them due to fraud. Further, the Company may make effort to ensure that the funds received by it from Tokesn sale will be securely held through the implementation of security measures. Notwithstanding such security measures, there is no assurance that there will be no theft of the cryptocurrencies as a result of hacks, sophisticated cyber-attacks, distributed denials of service or errors, vulnerabilities or defects on the Tokens sale website, in the smart contract(s) on which the Tokens sale relies, or otherwise. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. In such event, the Company may not be able to receive the cryptocurrencies raised and the Company may not be able to use such funds for the development of Platform. In such case, the launch of the Platform might be temporarily or permanently curtailed. As such, distributed Tokens may hold little worth or value and this would impact their trading price.
The Company is not able to anticipate when there would be occurrences of hacks, cyber-attacks, distributed denials of service or errors, vulnerabilities or defects in: the Platform that is yet to be developed, in the smart contracts on which the Company or the Platform relies. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. The Company may not be able to detect such hacks, cyber-attacks, distributed denials of service errors vulnerabilities or defects in a timely manner, and may not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession.
Distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities are generally unregulated worldwide, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities. The Company, the Tokens, or the Platform may be affected by newly implemented regulations relating to distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities, including having to take measures to comply with such regulations, or having to deal with queries, notices, requests or enforcement actions by regulatory authorities, which may come at a substantial cost and may also require substantial modifications to the Platform that is yet to be developed and/or the anticipated Token functionality. This may impact the appeal or practicality or functionality of the Platform that is yet to be developed and/or the anticipated Token functionality for users and result in decreased usage of and demand for the Platform and the Tokens. Further, should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, maintaining the Platform that is yet to be developed and/or developing, structuring, licensing and/or launching the Token functionality may no longer be commercially viable, and the Company may opt to discontinue the Platform that is yet to be developed and/or the anticipated Token functionality, and/or the Tokens. Further, it is difficult to predict how or whether governments or regulatory authorities may implement any changes to laws and regulations affecting distributed ledger technology and its applications, including the Platform that is yet to be developed and/or the anticipated Token functionality, and/or the Tokens.
The Company may also have to cease operations in a jurisdiction that makes it illegal to operate in such jurisdiction, or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. In scenarios such as the foregoing, the utility, liquidity, and/or trading price of Tokens will be adversely affected and/or Tokens may cease to be traded.
Cryptographic tokens such as the Tokens are a relatively new and dynamic technology. In addition to the risks included in the above discussion of risk factors, there are other risks associated with your purchase, holding, and use of the Tokens, including those that the Company cannot anticipate. Such risks may further appear as unanticipated variations or combinations of the risks discussed above.
THE AVAILABLE INFORMATION IS SOLELY FOR INFORMATIONAL PURPOSES. ANYONE INTERESTED IN PURCHASING TOKENS AND PARTICIPATING IN THE TOKEN SALE SHOULD CONSIDER THE VARIOUS RISKS PRIOR TO MAKING ANY KIND OF DECISION IN RESPECT OF THE TOKEN SALE. THE AVAILABLE INFORMATION DOES NOT COMPRISE ANY ADVICE BY THE COMPANY OR BY THE COMPANY REPRESENTATIVES, OR ANY RECOMMENDATION TO ANY RECIPIENT OF THE AVAILABLE INFORMATION, BY THE VIRTUE OF ANY PARTICIPATION IN THE TOKEN SALE OR OTHERWISE. THE AVAILABLE INFORMATION DOES NOT NECESSARILY IDENTIFY, OR CLAIM TO IDENTIFY, ALL THE RISK FACTORS CONNECTED WITH THE COMPANY, THE COMPANY’S BUSINESS PLATFORM THAT IS YET TO BE DEVELOPED, THE TOKENS, THE TOKEN SALE, ANY FUTURE TOKEN FUNCTIONALITY OR THE AVAILABLE INFORMATION. ALL THE PARTICIPANTS MUST MAKE THEIR OWN INDEPENDENT EVALUATION, AFTER MAKING SUCH INVESTIGATIONS AS THEY CONSIDER ESSENTIAL, OF THE MERITS OF PARTICIPATING IN THE TOKEN SALE AND AFTER TAKING THEIR OWN INDEPENDENT PROFESSIONAL ADVICE. ANY PARTICIPANT IN THE TOKEN SALE SHOULD CHECK WITH AND RELY UPON THEIR OWN INVESTMENT, ACCOUNTING, LEGAL AND TAX REPRESENTATIVES AND CONSULTANTS IN RESPECT OF SUCH MATTERS CONCERNING THE COMPANY, THE COMPANY’S BUSINESS PLATFORM THAT IS YET TO BE DEVELOPED, THE TOKENS, THE TOKEN SALE, ANY FUTURE TOKEN FUNCTIONALITY AND THE AVAILABLE INFORMATION AND TO ASSESS SEPARATELY THE FINANCIAL RISKS, CONSEQUENCES AND APPROPRIATENESS OF THE PURCHASE OF TOKENS, OR IF IN ANY DOUBT ABOUT THE FACTS SET OUT IN THE AVAILABLE INFORMATION. A PURCHASE OF TOKENS COMPRISES CONSIDERABLE RISK AND MIGHT INVOLVE EXTRAORDINARY RISKS THAT MAY LEAD TO A LOSS OF ALL OR A SIGNIFICANT PORTION OF MONIES OR MONETARY VALUE UTILIZED TO ACQUIRE TOKENS. IF YOU ARE NOT PREPARED TO ACCEPT ANY OR ALL OF THESE TERMS OR THE RISKS SET OUT IN THESE TERMS THEN YOU ARE URGED NOT TO PARTICIPATE IN THE TOKEN SALE. NO GUARANTEE OR ASSURANCE IS GIVEN BY THE COMPANY OR BY THE COMPANY REPRESENTATIVES THAT THE COMPANY’S PROPOSALS, OBJECTIVES AND/OR OUTCOMES SET OUT IN THE AVAILABLE INFORMATION WILL BE ACHIEVED IN WHOLE OR IN PART. YOU ARE URGED TO CONSIDER WHETHER PARTICIPATION IN THE TOKEN SALE IS SUITABLE FOR YOU HAVING REGARD TO YOUR PERSONAL AND FINANCIAL CIRCUMSTANCES AND YOUR FINANCIAL RESOURCES.
THE REGULATORY ENVIRONMENT CONCERNING CRYPTOCURRENCIES AND OTHER DIGITAL ASSETS CONTINUES TO DEVELOP. THE APPLICATION AND INTERPRETATION OF EXISTING LAWS AND REGULATIONS ARE OFTEN LARGELY UNTESTED AND THERE IS A LACK OF CERTAINTY AS TO HOW THEY WILL BE APPLIED. NEW LAWS AND REGULATIONS WILL BE PROMULGATED IN THE FUTURE THAT APPLY TO BLOCKCHAIN TECHNOLOGY AND DIGITAL ASSETS, AND RELATED SERVICE PROVIDERS, AND NO ASSURANCE CAN BE GIVEN THAT ANY SUCH CHANGES WILL NOT ADVERSELY AFFECT DIGITAL ASSETS GENERALLY OR THE SERVICES. IT IS NOT POSSIBLE TO PREDICT HOW SUCH CHANGES WOULD AFFECT THE PRICE AND LIQUIDITY OF DIGITAL ASSETS GENERALLY, OR THE SERVICES.
REGULATORY ACTIONS COULD NEGATIVELY IMPACT CRYPTOCURRENCIES AND OTHER DIGITAL ASSETS IN VARIOUS WAYS, INCLUDING, FOR PURPOSES OF ILLUSTRATION ONLY, THROUGH A DETERMINATION (WITH RETROSPECTIVE OR PROSPECTIVE EFFECT) THAT DIGITAL ASSETS ARE REGULATED FINANCIAL INSTRUMENTS REQUIRING REGISTRATION OR LICENSING IN CERTAIN JURISDICTIONS. THE COMPANY MAY HAVE TO LIMIT THE AVAILABILITY OF CERTAIN CONTRACTS OR DISALLOW USERS BASED ON THEIR CITIZENSHIP, RESIDENCE OR LOCATION FROM ENGAGING IN THE PLATFORM IF DOING SO BECOMES COMMERCIALLY UNSUSTAINABLE OR LEGALLY PROHIBITED.
The Available Information and the White Paper do not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction. No person is bound to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of all or any part of the Available Information. Any agreement in relation to any sale and purchase of Tokens is to be governed by the terms and conditions of such agreement and no other document. In the event of any inconsistencies between the terms and conditions of that agreement and the Available Information, those terms and conditions shall prevail.
You are not eligible to purchase any Tokens if you are a citizen, resident (tax or otherwise) or green card holder of a Restricted Jurisdiction or you are a Restricted Person. No regulatory authority has examined or approved of any of the Available Information. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of the Available Information does not imply that the applicable laws, regulatory requirements or rules have been complied with.