Terms and Conditions
Honey Development Association
Honey Tokens Sale Terms & Conditions
Last revised: 30th March 2022
These Tokens (as defined below) Sale Terms and Conditions (the “Terms and Conditions”) are the terms and conditions upon which the Seller (as defined below) will sell the Tokens to the Buyer (as defined below).
Please read this Agreement carefully before purchasing Tokens, as it sets out and explains Your legal rights and obligations including waivers of rights and limitation of liabilities.
By purchasing Tokens, you will be automatically bound by these Terms and Conditions and the purchase of the Tokens is subject to it.
We strongly recommend that you do not purchase Tokens if you are not an expert in cryptocurrencies and blockchain technology. Even if you have knowledge of the technology, you should consult your own lawyer, accountant, and other professionals whereso required. The Seller will not be responsible in any way for any loss incurred by you resulting from the purchase of these Tokens.
By purchasing Tokens, you shall be deemed to acknowledge that you do so with full consent and full knowledge of these Terms and Conditions having first obtained legal advice as to the full force and effect of these Terms and Conditions. Your participation will be deemed to be your undertaking that you satisfy this requirement and shall be deemed to be your unequivocal and express agreement to be bound by these Terms.
Only after that the Token Sale has been completed and the project described in the Information implemented, the Buyer of these Tokens will have access to the Services.
BACKGROUND
Please visit the Website and read the Information (as defined below) for yourself. The Website and the Information provide a non-binding description of the Protocol currently being developed and the Services that will be offered by the Protocol.
DEFINITIONS
Agreement – this Agreement exclusively and no other.
Blockchain – the underlying blockchain technology on which the Tokens are issued, i.e. Solana. By extension, it also refers to every blockchain technology the Seller or Buyer may use.
Buyer – the purchaser of the Tokens, “Purchaser” “purchaser” “you”, “You” “your”, or “yourself”.
Information – the description on a non-binding basis of the Protocol and the Services available on the Website. The Information may be modified and changed from time to time.
Interface – means the current interface allowing interaction with the Protocol, https://app.honey.finance/, and any other interface which may be developed in the future by the Seller or any other person.
Prohibited Person - persons from the following countries: Afghanistan, Albania, Angola, Azerbaijan, Bosnia and Herzegovina, Bahamas, Barbados, Burma, Botswana, Burkina Faso, Burundi, Cayman Islands, Cambodia, Cameroon, Donetsk, Luhansk and Crimea (Ukraine), Chad, China, Congo, Congo (Democratic Republic), Cuba, Ethiopia, Eritrea, Fiji, Palau, Ghana, Guinea, Guinea-Bissau, Haiti, Iran, Iraq, Jamaica, Jordan, Lao people Democratic Republic, Liberia, Libya, Madagascar, Malia, Mozambique, Nicaragua, Uganda, Nigeria, Korea North, Pakistan, Panama, Puerto Rico, American Samoa, Senegal, Somalia, South Sudan, Sri Lanka, Sudan, Syria, Tajikistan, Trinidad and Tobago, Turkmenistan, Uganda, United States, Uzbekistan, Vanuatu, Venezuela , Virgin Islands (United States), Yemen, Zimbabwe.
Protocol – means “Honey”, the autonomous, decentralized and open source protocol, originally developed by the Seller, released to the public, which notably enables the use of the Tokens and the Services, as described in the Information, notably accessible through the Interface.
Seller – Honey Development Association, a Swiss law governed association within the meaning of Articles 60 et seq. of the Swiss Civil Code, with registered office in Route de Gilly 30, Rolle, 1180, Vaud, and “Us”, “We” or “Ours” in these Terms and Conditions.
Services - means the services that are and will be provided by the Protocol, as described in the Information, notably accessible through the Interface.
SOL – means the native tokens of the Solana blockchain.
Terms and Conditions - the terms and conditions contained in this Agreement.
This Jurisdiction - means Switzerland.
Tokens – the Honey Native Fungible Tokens, built on the Solana blockchain, which are digital assets which facilitates or provides access to the Services offered by the Protocol, as described in the Information. This Tokens shall not be confused with the Honey Native Non Fungible Tokens.
Token Sale - means the present Tokens sale.
Token Sale Period – means the sale period during which Tokens are available for sale, i.e. a period of 24 hours, starting on 17:00 hour March 30th UTC and ending on 17:00 UTC on March 31st 2022, on the following website https://ido.honey.finance/
Website – means https://docs.honey.finance/ or https://www.honey.finance/ (as amended or changed from time to time)
RECITALS
WHEREAS, the Seller developed and is developing the Protocol.
WHEREAS, the Seller will issue and sell the Tokens.
WHEREAS, the Buyer wants to purchase the Tokens and acknowledges and agrees to abide by the Terms and Conditions.
NOW THEREFORE, in mutual consideration of the covenants and agreements contained herein, the Seller and the Buyer agree as follows:
INTERPRETATION
Unless the context of this Agreement otherwise requires:
- words of any gender include all other genders;
- words using the singular or plural also include the plural or singular respectively;
- the terms “hereof”, “hereby”, “hereto” and derivatives of similar words refer to this entire document;
- the word “including” shall mean “including without limitation”.
The Terms and Conditions are only in respect of the sale and purchase of the Tokens. Any potential future use of the Tokens is in connection with the Services provided by the Protocol may be governed by other applicable terms and conditions.
1. SERVICES
1.1. The Buyer acknowledges and agrees that the Tokens will be used on the Protocol to incentivise liquidity in the Protocol, pay back lenders in case of bad debt, facilitate liquidations or create 0% fee lending markets, and any other use decided by the governance of the Protocol.
1.2. The Buyer, upon purchasing Tokens, acknowledges and agrees that they will not have any rights in, shares, security, ownership or any such other rights or any future rights to receive them, nor any intellectual property rights in the Seller and its affiliates.
2. THE TOKENS
The Tokens are not intended to be any form of:
- security;
- commodity;
- any form of financial instrument; or
- investment.
Buyers should have no expectation of rights to the Seller’s earnings nor other interests in the Seller such as dividends.
Buyers should have no expectation of price appreciation whatsoever.
Nothing in these Terms and Conditions shall be considered to constitute a prospectus of any sort whatsoever or a solicitation of investment of any kind. These Terms and Conditions are not an offering to buy or sell any securities in any jurisdiction.
Buyer declares that the Seller has not solicited it in any form whatsoever to sell Tokens.
3. DEVELOPMENT
3.1. In purchasing the Tokens, the Buyer acknowledges, agrees and fully understands that the Services are still in the development stage.
3.2. The Buyer acknowledges and agrees that the development of the Protocol may give rise to changes in the Services.
4. OFFER AND SALE
4.1. The Seller offers for sale to the Buyer Tokens in accordance with the Terms and Conditions.
4.2. The Buyer agrees to purchase Tokens offered for sale from the Seller in accordance with the Terms and Conditions.
4.3. The Buyer will, during the Token Sale Period, be able to deposit and/or withdraw USDC into a smart contract vault deployed by the Seller deployed on the Solana Blockchain (the “Vault”), the address of which will be released by the Seller to the public in the Information, to bid for the Tokens.
4.4. During the same Token Sale Period, the Buyer will also be able to further deposit USDC in the Vault to increase his/her/its bid or to withdraw USDC from the Vault if he/she/it wants to reduce his/her/its bid.
4.5. At the end of the Token Sale Period, all USDC deposited by the Buyer in the Vault shall be deemed to correspond to the amount the Buyer wishes to use to purchase the Tokens, and therefore become firm and irrevocable order to purchase the Tokens, at the price mentioned below in Clause 5.
4.6. The number of available Tokens is entirely the preserve of the Seller.
4.7. The Token Sale Period may be subject to change at the sole discretion of the Seller.
4.8. The Seller may terminate the Token Sale Period earlier at any time for any reason at its sole discretion.
5. OFFER PRICE
5.1. The price per Token will be determined by the ratio between the number of Tokens deposited by the Seller in the Vault for sale and the amount of USDC deposited by Buyers in the Vault at the end of the Token Sale Period.
5.2. The Seller does not give any guarantee that the price will remain static and it may change from time to time.
5.3. Buyers shall only bid and pay for the Tokens using USDC.
5.4. For the avoidance of doubt, the purchase price is per Tokens, multiplied by the number of Tokens purchased.
6. TOKEN PURCHASE PROCEDURE
6.1. The Seller reserves the right to amend and modify this Token Sale procedure at any time.
6.2. Full instructions and procedures are provided in all or part herein and in the Information.
6.3. Authorised payment method: USDC only.
6.4. Failure to follow the instructions and procedures provided by the Seller or payment by any other means than those authorized are not accepted by the Seller.
6.5. The Buyer acknowledges and agrees that upon completion of the purchase of Tokens, to the fullest extent applicable under law, no refunds and/or cancellations are permitted unless agreed in writing by the Seller.
6.6. The Buyer acknowledges and agrees that he or she will accept the amount of Tokens allotted by the Seller at the end of the Token Sale Period.
6.7. In the event that the purchase of Tokens is not completed or fails for merely technical reasons, the Seller agrees to return to the Buyer any amount paid, less any reasonable transaction costs, to the originating source only. This Clause applies if the transaction is not subsequently completed.
6.8. The Seller reserves the right to refuse a bid for Tokens on any grounds.
6.9. The Seller may determine, at its sole discretion, that it is necessary to obtain certain information about the Buyer in order to comply with applicable laws or regulations in connection with selling Tokens to the Buyer. The Buyer agrees to provide the Seller with such information promptly upon request. The Buyer acknowledges that the Seller may refuse to sell Tokens to the Buyer until the Buyer provides such requested information and has determined that it is permissible to complete the purchase.
7. DELIVERY AND WALLET
7.1. By using its/his/her Solana blockchain address, the Buyer will be able to claim and receive the purchased Tokens by interacting with the Vault directly on the Solana Blockchain. The purchased Tokens will be automatically transferred from the Vault’s address to the Solana Blockchain address of the Buyer. The Buyer shall pay the transaction fees (such as gas fees) required for the interaction(s) with the Vault (i.e. claiming and receiving the Tokens).
7.2. The Seller reserves the right, at its sole discretion, to extend the time of release of the Tokens for technical, cybersecurity or other relevant issues it reasonably believes may affect the delivery time.
7.3. The Buyer expressly acknowledges that the Tokens will not be sent directly by the Seller and may only be received through interactions with the Vault. Therefore, the Buyer understands that it is its/his/her responsibility to claim the Tokens, and that the loss of the private key (or other equivalent credential) corresponding to the Solana blockchain address mentioned above may impair its/his/her ability to receive the Tokens that it/he/she purchased. The Seller shall not be responsible for the loss incurred by the Buyer in the event of a loss of the private key (or other equivalent credential).
7.4. For the avoidance of doubt, the Seller’s obligation to deliver the Tokens will be materialized by the deployment of the Vault, as long as, by interacting with the Vault, the Buyer is able to claim and receive the exact quantity of Tokens purchased.
7.5. The Tokens are non-refundable under any circumstances and the Seller gives no guarantee and makes no representations as to the future value of the Tokens.
7.6. The Buyer must keep the wallet and its security protocols safe and not share them with any other person.
8. PROHIBITED PERSONS
8.1. Prohibited Persons shall be ineligible to purchase Tokens during the Token Sale[SD1] Period.
8.2. Persons under the age of 18 shall be ineligible to purchase Tokens during the Token Sale Period.
8.3. Politically Exposed Persons (PEP) shall be ineligible to purchase Tokens during the Token Sale Period.
9. ACKNOWLEDGEMENT OF RISK
9.1. You represent and warrant that You fully understand and have significant experience of cryptocurrencies, digital assets, blockchain systems and services, and You fully understand the risks associated with the trading of cryptocurrencies and digital assets as well as the mechanics related to the use of such cryptocurrencies and digital assets (including with respect to their storage and exchange).
9.2. You acknowledge that trading markets are extremely volatile and shift quickly in terms of liquidity, market depth, and trading dynamics.
9.3. You represent and warrant that You are not entering into transactions that are above Your financial abilities. Also, cryptocurrencies and digital assets are not suitable for people without the relevant knowledge and/or experience. You further represent and guarantee that You are aware of the risks related to cryptocurrencies and digital assets, for which You are solely responsible and liable.
9.4. The Buyer acknowledges and agrees that there are risks associated with purchasing Tokens, owning Tokens, and using Tokens for the provision or receipt of Services. By purchasing Tokens, the Buyer expressly acknowledges and assumes these risks.
9.5. The Buyer acknowledges and agrees that he or she understands that he or she may lose some of or all of his or her contribution in this Token Sale.
9.6. The Buyer acknowledges and agrees that he or she has no right to obtain a refund of his or her contribution, or otherwise cancel his or her purchase of the Tokens obtained via this Token Sale, once such purchase is completed due to the uncertainties of the value to be attributed to the Tokens once purchased and/or the fluctuations inherent in the value of digital asset generally
9.7. The Buyer acknowledges and agrees that he or she has sufficient understanding and knowledge of the technical and business matters (including those being developed by the Seller, cryptocurrency storage systems, e.g., wallets) to understand this Token Sale and to appreciate the risks and implications of purchasing Tokens.
9.8. The Buyer acknowledges and agrees that he is aware that cryptocurrencies and digital assets operate in a network without intermediaries and do not benefit from legal tender, unlike currencies issued by central banks. Their value is not guaranteed and depend on unregulated markets. Therefore, You acknowledge and agree that if the Protocol and the Services are finally not developed or cannot function properly, the Tokens will not be refunded which is a significant risk that You accept. Moreover, there is no guarantee of liquidity with respect to the Tokens as well as the existence of a secondary market. As a result, The Buyer may not be able to sell its Tokens easily or at prices that would provide him with a valuation gain comparable to similar investments benefiting from a developed secondary market.
9.9. You represent that You have read, understood, and agreed to all the risk factors attached as Annex to these Terms and Conditions.
Risk Factors
9.10. You represent that You have read, understood, and agreed to all the risk factors attached as Annex to these Terms and Conditions
10. REPRESENTATION, WARRANTIES AND COVENANTS
You hereby agree that by purchasing the Tokens, you warrant and represent the following to be true:
10.1. You are not a consumer.
10.2. You are not a Prohibited Person.
10.3. You are not a Politically Exposed Persons (PEP).
10.4. You are legally permitted to purchase and hold the Tokens in your jurisdiction.
10.5. You have not received advice from the Seller regarding purchasing the Tokens.
10.6. You are of legal age to purchase and hold the Tokens and are not aware of any legal reason preventing you from so doing in your jurisdiction or in this Jurisdiction.
10.7. You are of sound mind and have the requisite power and authority to understand and agree to these Terms and Conditions and to carry out and perform the obligations as set out hereunder.
10.8. The funds you provide have not been derived from or related to any unlawful activity including but not limited to money laundering, terrorist financing.
10.9. You agree that you will not use the Tokens, Website, Services or Protocol for unlawful purposes, including, but not limited to, sending or storing any unlawful material or for fraudulent purposes.
10.10. You will not use an account that is subject to any rights of a person other than you without appropriate authorisation.
10.11. You will not impair the proper operation of the Protocol.
10.12 You will keep secure and confidential your account password or any identification we provide you which allows access to any of the account or Token(s). You will only use an access point or other data account which you are authorised to use.
10.13. You hereby note you are solely responsible for your own tax liability, if any, in relation to the Tokens which may adversely affect you including but not limited to withholding taxes, income tax, VAT, CGT or other applicable taxes
10.14. You hereby note that you have sole responsibility for the acquisition, appreciation or depreciation of the value of the Tokens.
10.15. You will hold a suitable online or offline wallet or storage mechanism to support the Tokens.
11. LIMITATION OF LIABILITY
11.1. To the maximum extent permitted by law and any regulatory provisions to which We are subject to, You acknowledge and agree that the entire risk arising out of Your participation in and purchasing of the Tokens is entirely Yours and remains with You at all times, before, during and after such risk may apply.
11.2. Neither We nor any other party involved in the creation, production, or delivery of the Tokens will be liable, in any way, for any incidental, special, exemplary, legal (reasonable costs) or consequential losses or damages, this to include but not exclusively, loss of profits, loss of data (excluding personal data, which specific policies are stated in our privacy policy), loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages whatsoever of a personal nature, arising out of or in connection with these Tokens whether or not they are based on warranty, contract, tort, this to include negligence, product liability or any other such thing, whether or not We have been informed of such matters and the possibility of any such damages or alike, this also, even if a limited remedy set forth and contained in these Terms and Conditions has failed or could fail, because of essential purpose.
10.3. Our aggregate liability for any circumstance or event arising out of or in connection with these Terms and Conditions will be limited to, and will in no event exceed, the amount You have paid to claim and purchase the Tokens during the Token Sale. The limitations of damages set forth in this Clause is a fundamental element of the basis of the bargain between Us and You.
11.4. The Seller will not be liable, under any circumstances, for any loss or damage incurred by the Buyer in respect of any breach of security in respect of his password, account number and secret codes.
11.5. You agree to release, indemnify, and hold Us and Our contractors, sub-contractor, affiliates and subsidiaries and agents and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with Your violation of any of these Terms and Conditions.
12. DISCLAIMERS
12.1. If you choose to purchase Tokens, you do so entirely at your own risk.
12.2. You acknowledge and agree that we do not have any obligations, whatsoever, or under any circumstances, to conduct any checks not required by applicable law, including but not limited to, background checks, on any Buyer.
12.3. You hereby acknowledge and agree that the Tokens and the Protocol are made available “as is” and “as available”, with no warranties of any kind whatsoever and that, without prejudice to the generality of the foregoing, we make no warranty regarding, and shall have no responsibility for, the accuracy, availability, reliability, security, fitness for purpose or performance of the same.
12.4. We make no warranty that the Token Sale, including but not restricted to, any information provided via any communication will meet Your requirements or will be available or made available in an uninterrupted, secure or error-free basis.
12.5. We make no warranty in respect of the quality of any content, truthfulness, completeness or reliability of any content obtained through the Website.
12.6. No advice or information, whether either oral or in writing, obtained from Us or Our Website will create any warranty expressly or otherwise, herein.
12.7. We disclaim any liability for interruption, delay or errors in use and is not liable for any loss whatsoever whether direct, indirect or consequential loss.
12.8. The Seller does not guarantee, warrant or represent that any item downloaded from the Internet on the Website is free from viruses. You are explicitly responsible for implementing appropriate procedures, anti-virus protection and software to protect yourself and your data. In this regard, The Seller is not liable for any damage caused to your equipment due to the use of the Website or through material posted on or linked to any Website. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us Your use is entirely at your own risk.
12.9. The Seller bears no responsibility for the success or otherwise of the Tokens, You hereby acknowledge that the Tokens is in development stage and therefore the Seller cannot provide any warranty whatsoever in relation to the success or otherwise of the Tokens. The Tokens may have no value and you as Purchaser may lose all amounts paid. The Purchaser agrees, understands and assumes all risks in relation to purchase price.
12.10. The Website may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website from the Website, you do so at your own risk, and you understand that these Terms and Conditions do not apply to your use of such sites. You expressly relieve us from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Website, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that we shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
12.11. The regulatory status of the Tokens, remains unclear or unsettled in many jurisdictions. Indeed some jurisdictions may implement legislation that will affect the Tokens, The Seller accepts no liability in relation to regulatory action that may be taken or which may affect the Seller in the future. Furthermore the Seller may cease operations in a jurisdiction which takes regulatory action, changes laws adversely or makes it commercially undesirable to trade in such jurisdiction.
12.12. The Buyer acknowledges and agrees that the purchase of Tokens does not give the Buyer any rights in the form of equity or debt interest in the Seller and/or its affiliates. The Buyers rights are strictly limited to those set out under these Terms and Conditions.
12.13. The Buyer acknowledges and agrees that in purchasing these Tokens, the Buyer is subject to and bound by these Terms and Conditions, as may be amended from time to time.
12.14. The Buyer acknowledges and agrees that to the fullest extent permitted under applicable law, nothing in these Terms and Conditions represents or warrants any form of performance of the purchased Tokens. They are strictly for the use described in these Terms and Conditions.
12.15. The Buyer acknowledges and agrees that the Buyer may only access the Website using authorised means. The Seller is not liable if you do not have a compatible device, computer, operating system, browser, or any other software or hardware with which the technology is not compatible.
13. CHANGES TO THIS AGREEMENT
13.1. These Terms and Conditions may be revised or updated from time to time. Accordingly, you should check the Terms and Conditions for updates. You can determine when the Terms and Conditions were last revised by referring to the “Last Revised” legend at the top of this document.
13.2. Each time you purchase of any Tokens, You signify Your acceptance of the then-current Terms and Conditions.
13.3. Any changes in these Terms and Conditions take effect upon posting and apply only to the purchase of any Tokens on and after Last Revised date.
13.4. We may make changes to the Terms and Conditions of the Token Sale at any time.
14. MISCELLANEOUS
13.1. Any reference to statute, enactment, order or regulation or other similar instrument made in this Agreement, shall be construed as a reference or instrument as it is force for the time being taking into account any amendment, extension, application, consolidation or re-enactment and includes all and any subordinate legislations for the time being in-force.
13.2. In the event that one or more of these Terms and Conditions or any part thereof being or becoming invalid, illegal or unenforceable in any respect, it shall to the extent of such invalidity, illegality or unenforceability be deemed to be severed and removed and all remaining terms shall remain in full force and effect.
13.3. This Agreement constitutes the entire Agreement (this to include any other provisions referred within this Agreement) and supersedes any and all previous agreements.
13.4. The Seller shall not bear any liability for any failure or delay in the performance of its obligations under this Agreement if such delay or failure to perform is due to any Force Majeure. For the purpose of this Agreement, Force Majeure shall be defined as any act, omissions, cause or circumstance beyond the reasonable control of the Seller, this to include without any limitations: acts of god, war, national emergency, protests or rebellion, civil commotion, riots or strikes and any form of industrial dispute (whether or not involving either party’s work force), earthquake, flood, drought, epidemic, fire, explosion, act of terrorism, or any other act ordered by any government, council or constituted body.
13.5. Any waiver of any breach of this Agreement by the Seller, or any default, under any provision of the Agreement by the Buyer shall only be valid if agreed in writing. Any further or subsequent breach or default by the Buyer whether similar or otherwise shall in no way affect this Agreement. Similarly, any failure or delay, by either Party to this Agreement, to insist upon strict performance of any of the provisions of the Agreement shall not be construed as a waiver of any of its rights, under this Agreement.
13.6. These Terms and Conditions contains all of the terms which the Parties have agreed to in relation to the purchase of Tokens and the Terms and Conditions supersede any prior written or oral content, agreement, representations or undertakings between the Parties or made by third parties. It is acknowledged by the Purchaser that they have not acted, relied on or been induced to enter into the purchase of Tokens by reason of any representations made by or on behalf of the Seller.
13.7. The Seller reserves the right to assign our rights and duties under these Terms and Conditions to any person at any time without notice to you, nor will we contact you or seek your approval on any such assignment.
15. LAW AND JURISDICTION
14.1. These Terms and Conditions shall be governed and construed in accordance with the laws of Switzerland.
14.2. You acknowledge and accept that in the event of a claim or dispute, they shall be submitted to the exclusive jurisdiction of Swiss courts in the canton of Vaud.
Annex
Risk Factors
Risk of loss of access to a Token due to loss of credentials
The loss of credentials will result in the loss of the Tokens. Good practices advise Buyers to store their credentials securely in one or more backup locations that are geographically separated from the work location.
Any third party that obtains access to the Buyer’s credentials or private keys may be able to use the Buyer’s Tokens. To minimize this risk, Buyers must protect themselves against people gaining unauthorised access to their electronic devices.
Risks Associated with the Solana blockchain
Tokens are based on the Solana blockchain. Therefore, any malfunction, unplanned function or unexpected operation of the Solana blockchain may cause the Protocol or Tokens to malfunction or operate in a way that is not expected. SOL may itself lose value in a similar way to Tokens, and also in other ways.
Legal risk and risk of adverse regulatory intervention in one or more jurisdictions
DLT technologies have been reviewed by various regulatory bodies around the world.
The operation of the Protocol and of Tokens may be impacted by the passing of restrictive laws, the publication of restrictive or negative opinions, the issuing of injunctions by national regulators, the initiation of regulatory actions or investigations, including but not limited to restrictions on the use or ownership of digital tokens such as Tokens, which may prevent or limit the development of the Protocol.
Given the lack of cryptocurrency qualifications in most countries, each Buyer is strongly advised to carry out a legal and tax analysis concerning the purchase and ownership of Tokens according to the laws applicable to their nationality and place of residence.
Risk of an alternative, unofficial ecosystem
Following development of the original version of the Protocol, the official Protocol may find itself in competition with alternatives, unofficial protocols, which could potentially adversely impact the Protocol and Tokens.
Risk of a lack of interest in the Protocol or distributed applications
There is a possibility that the Protocol may not be used by a large number of individuals and other organizations, and that there may be a limited public interest in the creation and development of distributed applications. Such a possible lack of interest could eventually impact on the development of the Protocol and, therefore, on the uses or potential value of Tokens.
Risk that the Protocol is not developed
The rights associated with Tokens are exclusively limited, in their scope, to the Protocol. The value of the Tokens is therefore heavily correlated with the existence of such Protocol. Tokens may lose part or all of their value if the Protocol is never fully developed.
Risk that the Protocol, as developed, does not meet user expectations
The Protocol is currently under development and may undergo significant redesign prior to its full launch. For several reasons, not all user expectations concerning the Protocol or Tokens’ form and function may be met on the launch date, including changes in design, implementation, and execution of the Protocol.
Risk of theft and piracy
Hackers or other malicious or criminal groups or organizations may attempt to interfere with the Protocol or the availability of Tokens in several ways including, but not limited to, denial of service attacks, Sybil attacks, mystification, surfing, malware attacks, or consensus-based attacks.
Risk of security weaknesses in the Protocol’s core infrastructure software
There is a risk that the Seller team, or other third parties, may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructure elements of the Protocol, by interfering with the use of, or causing loss of, Tokens.
Risk of weakness or exploitable breakthrough in the field of cryptography
Advances in cryptography, or technical advances such as the development of quantum computers, may present risks for cryptocurrencies and the Protocol, which could result in the theft or loss of Tokens.
Risk of the Protocol failing to be used or adopted
While Tokens shall not be considered an investment, their value is bound to change over time. This value may be limited if the Protocol is not sufficiently used and adopted. In such a case, there could be few or no markets at the Protocol launch, which would limit the value of Tokens.
Risk of a tight market for Token
There are currently few exchanges or trading facilities on which Tokens can be traded. Such exchanges or trading facilities will probably be relatively new and subject to poorly understood regulatory oversight. They may therefore be more vulnerable to fraud and default than the established and regulated exchanges that exist for other products. Should exchanges or trading facilities that represent a substantial part of the Tokens trading volume be involved in fraud, security failures or other operational problems, the failures of such exchanges or trading facilities may limit the Tokens value or liquidity.
Liquidity Risk
There is no assurance that a secondary market will develop and that the holders will be able to sell their Tokens.
Risk of an uninsured loss
Unlike bank accounts or accounts in other regulated financial institutions, funds held through the Seller or Solana blockchain are generally uninsured. At present, there are no public or private insurance agents providing Buyers with coverage against a loss of Tokens or a loss of value.
Risk of malfunction in the Protocol
The Protocol may be impacted by an adverse malfunction including, but not limited to, a malfunction that results in the loss of Tokens or market information.
Unforeseen risks
Cryptocurrencies and cryptographic tokens are a new and untested technology. In addition to the risks stipulated above, there are other risks that cannot be predicted. Risks may also arise out of and/or occur as unanticipated combinations or as changes in the risks stipulated herein.
If you are in any doubt as to the action you should take and the consequences it will involve, please consider consulting your legal, financial, tax or other professional advisor(s) for necessary advice.
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