OATH CAPITAL, INC. (d/b/a ClearCoin)
TERMS OF TOKEN SALE
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 ClearCoin (“XCLR”) during the XCLR sale period (“Sale Period”) from Oath Capital, 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 XCLR from us during the Sale Period and/or using XCLR in connection with the Platform (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@example.com.
You and Company agree as follows
- Purpose and Use of XCLR in Connection with the Platform
XCLR are intended to be used for targeted advertising and other advertising related transactions and services (the “Services”), as facilitated through a decentralized platform that Company and its affiliates are developing (the “Platform”). Important additional details regarding the Services and Platform are provided in Exhibit A.
Ownership of XCLR carries no rights, express or implied, other than the right to use XCLR as a means to obtain Services, and to enable usage of and interaction with the Platform, when it is successfully completed and deployed. In particular, you understand and accept that XCLR 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 Platform, and/or Company and its corporate affiliates, other than rights relating to the receipt of Services and use of the Platform, subject to limitations and conditions in these Terms and applicable Platform Terms and Policies (as defined below). XCLR are not intended to be a digital currency, security, commodity or any other kind of financial instrument.
- Scope of Terms
Unless otherwise stated herein, these Terms govern only your purchase of XCLR from us during the Sale Period.
The use of XCLR in connection with the Services or Platform may be governed by other applicable terms and policies (collectively, the “Platform Terms and Policies”). Any Platform Terms and Policies we promote will be available at www.clearcoin.co. We may add terms or policies to the Platform Terms and Policies in our sole discretion, and may update each of the Platform Terms and Policies from time to time according to modification procedures set forth therein. To the extent of any conflict with these Terms, the Platform Terms and Policies shall control with respect to any issues relating to the use of XCLR in connection with the Services or Platform.
- Cancellation; Refusal of Purchase Requests
Your purchase of XCLR from us during the Sale Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel XCLR purchase requests at any time in our sole discretion.
- XCLR Sale Procedures and Specifications
Important information about the procedures and material specifications of our XCLR sale is provided in Exhibit B, including, but not limited to, details regarding the timing and pricing of the XCLR sale, the amount of XCLR we will sell, and our anticipated use of the XCLR sale proceeds. By purchasing XCLR you acknowledge that you understand and have no objection to these procedures and material specifications.
- Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with purchasing XCLR, holding XCLR, and using XCLR in connection with the Services and Platform, as disclosed and explained in Exhibit C. If you have any questions regarding these risks, please contact us at firstname.lastname@example.org. BY PURCHASING XCLR, 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 XCLR 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 XCLR. We are not responsible for any such losses.
- 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 XCLR to you. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell XCLR to you until you provide such requested information and we have determined that it is permissible to sell you XCLR under applicable law or regulation.
The purchase price that you pay for XCLR is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of XCLR, 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 XCLR.
- Representations and Warranties
By transferring payment to us (“Smart Contract System”, as explained in Exhibit B) to purchase XCLR 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 XCLR;
- 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 XCLR to make an informed decision to purchase XCLR;
- You understand the restrictions and risks associated with the creation of XCLR 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 XCLR in connection with the Services and Platform, as explained and disclosed in Section 5 and Exhibit C;
- You understand that XCLR confer only the right to receive Services and to access the Platform, and confer no other rights of any form with respect to the Platform or Company or its corporate affiliates, 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 XCLR solely for the purpose of receiving Services, accessing the Platform, and supporting the development, testing, deployment and operation of the Platform, being aware of the commercial risks associated with the Company and the Platform. You are not purchasing XCLR for any other purposes, including, but not limited to, any investment, speculative or other financial purposes;
- Your purchase of XCLR 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 XCLR, using XCLR, 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 XCLR;
- If you are purchasing XCLR 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 XCLR from a location in New York State;
- 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, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign 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 or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. 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; and
- You understand and acknowledge that title to, and risk of loss of, XCLR you purchase from Company and receive from the Smart Contract System passes from Company to you.
- 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 XCLR, (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) XCLR ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO XCLR, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT XCLR ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN XCLR WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT XCLR OR THE DELIVERY MECHANISM FOR XCLR 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.
- 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 XCLR 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 XCLR, EXCEED THE AMOUNT YOU PAY TO US FOR XCLR.
(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.
- 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@example.com. 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 Los Angeles 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 Los Angeles 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.
- 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.
- 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.
- Governing Law and Venue
These Terms will be governed by and construed and enforced in accordance with the laws of the United States, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out or relating to these Terms or its subject matter or formation (including non-contractual Disputes of claims) that is not subject to arbitration will be resolved in the courts of the Los Angeles, California.
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 XCLR 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 www.clearcoin.co and update the “Last Updated” date above. We may also attempt to notify you through the XCLR website at www.clearcoin.co. 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 XCLR 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.
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Description of Company, Platform, and XCLR
- Overview of Company and Affiliates
The Company is an exempted company with limited liability incorporated in Delaware. The company will have primary responsibility for the provision of Services and for administering the development of certain aspects of the Platform.
- Overview of Current Platform
Currently, our platform allows us to handle managed services media buys for customers with over 5,000,000 XCLR tokens. We are able to track these campaigns in our proof-of-history ledger.
- Development of Platform with XCLR Functionality and Services
The Company now intends to introduce new components into the Platform in the form of XCLR and an accompanying XCLR wallet (together, “XCLR Functionality”). XCLR is based on the Ethereum protocol and conforms to the ERC20 standard. As a result of introducing XCLR Functionality into the Platform, the Platform will integrate and consist of XCLR Functionality, its Ledger system, and an ad buying system. XCLR will be the utility token for conducting transactions and obtaining Services on the Platform.
Currently, it is anticipated that the primary services (“Services”) to be facilitated through XCLR and the Platform, as developed and made available by Company, will relate to targeted advertising.
Further details regarding the Platform are described in the ClearCoin Whitepaper (“Whitepaper”), which is available at www.clearcoin.co/whitepaper. The information contained in the Whitepaper and website are of descriptive nature only, and do not, unless explicitly incorporated herein, form part of the Terms.
Although Company intends to develop the Platform in the manner generally described above, it reserves the right to modify features, functionalities or development plans in its sole and absolute discretion.
Token Sale Procedures and Specifications
- Total Number of XCLR to be Created and Sold
Company will create up to 1 billion XCLR through the Ethereum Smart Contract System. 800 million (80%) XCLR tokens will be available during the token sale. Before the Sale Period Begins, the Smart Contract System will create and directly release a pool of 200 million (20%) pre-allocated XCLR to the Company (“Company XCLR”) for certain uses as described in Section 5 of this Exhibit B. All XCLR will be of equal value and functionality.
- Commencement and Duration of Token Sale
The Company’s sale of XCLR will start right after the first announcement is posted to the website on November 18, 2017. The token sale will conclude on March 31, 2018. It is expected that all tokens will sell out during the duration of the token sale. Any unsold tokens will be saved for a secondary token sale or they will go into the development fund.
- XCLR Price
The price of XCLR will start at $0.01 and increase every 3 days during the token sale. There is no sale price for Company XCLR, which is created by the Smart Contract System and pre-allocated to the Company before the Sale Period.
- Procedures for Buying and Receiving XCLR
Buying XCLR happens through the Company’s website. All users who register will agree, acknowledge, and understand the Terms & Conditions and Whitepaper by checking the boxes in the sign up form. XCLR purchases happen through our integration with CoinPayments and XCLR tokens are delivered automatically to buyers when CoinPayments transactions are completed. The XCLR tokens are delivered to the user’s wallet that is based on our website. Users may transfer tokens to other wallets by completing a Know Your Customer (KYC) form.
- Company XCLR
Of the Company XCLR 200 million XCLR will be used for compensating employees and contractors, and for other internal purposes in connection with the deployment and the development of the Platform.
- Use of Proceeds from XCLR Token Sale
Funds that the company receives for XCLR sold to purchasers during the Sale Period 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 Company reserves the right to modify in its sole and absolute discretion:
- Engineering & Product (estimated 70% of proceeds).
- Marketing & Sales (estimated 20% of proceeds).
- Operating & Administrative (estimated 10% of proceeds).
Certain Risks Relating to Purchase, Sale and Use of XCLR
Important Note: As noted elsewhere in these Terms, the XCLR 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 XCLR, you expressly acknowledge and assume the following risks:
- Risk of Losing Access to XCLR 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 XCLR stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing XCLR will result in loss of such XCLR. 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 XCLR. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store XCLR, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your XCLR. Additionally, your failure to follow precisely the procedures set forth in Section 4 of Exhibit B for buying and receiving XCLR, including, for instance, if you provide the wrong address for receiving XCLR, may result in the loss of your XCLR.
- Risks Associated with the Ethereum Protocol
Because XCLR and the Platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the Platform or XCLR. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to XCLR and the Platform, including the utility of XCLR for obtaining Services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
- Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Ethereum protocol, XCLR are susceptible to attacks by miners in the course of validating XCLR 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 the Platform and XCLR, including, but not limited to, accurate execution and recording of transactions involving XCLR.
- Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the Platform or XCLR in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform, which could negatively affect the Platform and XCLR, including XCLR’s utility for obtaining Services.
- Risks Associated with Markets for XCLR
Third party exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to market-related risks.
- Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, XCLR 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.
- Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of XCLR 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 the Platform and XCLR. Regulatory actions could negatively impact the Platform and XCLR in various ways, including, for purposes of illustration only, through a determination that XCLR are a regulated financial instrument that require registration 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.
- Risks Arising from Taxation
The tax characterization of XCLR is uncertain. You must seek your own tax advice in connection with purchasing XCLR, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
- Risk of Alternative Platforms
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the Platform and attempt to facilitate services that are materially similar to the Services. The Platform may compete with these alternative platforms, which could negatively impact the Platform and XCLR, including XCLR’s utility for obtaining Services.
- Risk of Insufficient Interest in the Platform or Distributed Applications
It is possible that the Platform 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 the Platform) more generally. Such a lack of use or interest could negatively impact the development of the Platform and the potential utility of XCLR, including its utility for obtaining Services.
- Risks Associated with the Development and Maintenance of the Platform
The Platform is still under development and may undergo significant changes over time. Although we intend for XCLR and the Platform 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 XCLR or the Platform for any number of legitimate reasons. This could create the risk that XCLR or the Platform, as further developed and maintained, may not meet your expectations at the time of purchasing XCLR. Furthermore, despite our good faith efforts to develop and maintain the Platform, it is still possible that the Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Platform and the potential utility of XCLR, including its utility for obtaining Services.
- 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 XCLR’s utility (including its utility for obtaining Services), the failure of commercial relationships, or intellectual property ownership challenges, the Platform may no longer be viable to operate and the Company may dissolve.
- Risks Arising from Lack of Governance Rights
Because XCLR confer no governance rights of any kind with respect to the Platform or Company, all decisions involving the Platform or Company will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue the Platform, to sell more XCLR for use in the Platform, or to sell or liquidate the Company. These decisions could adversely affect the Platform and the utility of XCLR that you hold, including XCLR’s utility for obtaining Services.
- Risks Associated with Advertising-Supported Business Models
The Company’s growth and adoption of the Platform may depend on our ability to maintain and expand our existing relationships with advertisers and publishers and our ability to develop new relationships with other advertisers and publishers within the Platform. As the advertising market generates and develops new concepts and technology, we may incur additional costs to implement a more effective Platform and may have to adjust to new tracking and unforeseeable technologies that could diminish the effectiveness of our technology. Continuing to develop and improve the Platform to keep up with these changes may require significant time and additional investment. If we cannot continue to develop and improve the Platform to maintain competitiveness in light of such changes, the Platform may not remain viable, which could negatively impact the utility of XCLR, including XCLR’s utility for obtaining Services.
- Risks Associated with New and Evolving Laws Impacting Advertising and Advertising Technology
The advertising and advertising technology ecosystems, and by extension our own Platform, are subject to a variety of federal, state and international laws and regulations, including those with respect to consumer privacy, data protection, consumer protection, content regulation, network neutrality, cyber security, data protection, intellectual property (including copyright, patent, trademark and trade secret laws), defamation, child protection, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change.
- Risks Associated in Resale of XCLR Tokens
The XCLR token is subject to changes in demand which could result in a difficulty in finding buyers for users who want to resell their XCLR tokens to other users.
In addition, new laws or regulations affecting the Company could be enacted. As the Platform evolves, Company may be subject to new laws and the application of existing laws to us might change. These laws and regulations are frequently costly to comply with and may divert a significant portion of Company’s attention and resources. If we fail to comply with these applicable laws or regulations, we could receive negative publicity and be subject to significant liabilities which could adversely impact the Company, the Platform and XCLR, including XCLR’s utility for obtaining Services.
Additionally, the advertisers and publishers within the Platform are subject to industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Platform and XCLR, including XCLR’s utility for obtaining Services.
- Unanticipated Risks
Cryptographic tokens such as XCLR 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 XCLR, 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.