Purchasers are strongly encouraged to seek legal, financial, and tax advice regarding their individual circumstances and objectives in determining whether to purchase Tokens.
XCELTOKEN PLUS MAY NOT BE PURCHASED BY UNITED STATES RESIDENTS
There are substantial restrictions on the purchase of XcelToken Plus, and there will initially be no public market for the XcelToken Plus by U.S. Purchasers. XCEL will not be registered under the Securities Act of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
Similarly, there are substantial restrictions on the transferability of the Tokens, and there will initially be no public market for the Tokens for U.S. Purchasers, unless and until the Company determines that the Tokens are not securities. Tokens will not be registered under the Securities Act of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
Participating in the Token Sale, holding Tokens and using the XCEL Platform involve risks, some of which are set forth herein.
These risks, and additional risks arising either now or in the future, could result in the failure of the Token Sale, the destruction of Tokens or the utility of Tokens, and/or the termination of the development of the Platform.
The entire Proceeds may be lost. You may lose your entire Payment or Tokens. You must consider carefully whether the risks set forth herein, as well as all other applicable risks, are acceptable to you prior to purchasing any Tokens.
You must seek professional advice (legal, taxation, financial, technical or otherwise) regarding your particular situation before participating in the Token Sale, holding the Token or using the Platform. You must do your own due diligence.
At the date of the Token Sale, the Platform has specific functionality and utility. However, the Platform may undergo significant changes. Various features of the Platform, including its terms and conditions, fees, structure, purpose, consensus protocol, algorithm, source codes, infrastructure design and other technical specifications and parameters, may be updated and changed frequently without notice.
Incomplete information regarding the Platform
You will not have full access to all the information relevant to the Company and/or the Platform. The Company is not required to update you on the progress of the Platform.
Lack of operating history of the Company
The Company is a newly formed entity, and has no operating history or track record that could be used (on its own) to evaluate its ability to deliver the Platform.
No governance rights attaching to Tokens
Tokens confer no governance rights of any kind with respect to the Platform or the Company. Accordingly, subject to other written arrangements to the contrary, all decisions involving the Platform will be made by the Company, including decisions to discontinue the Platform. These decisions could adversely affect the Platform and the utility of any Tokens that you hold.
No assets or property underlying Tokens
Tokens confer no ownership interest in any assets or property. Nothing underpins the value of Tokens other than the prospect of Platform access.
Replication, modification or enhancement arising from open source nature of Platform
The Platform may have various portions that will be open source in nature. This could allow anyone to replicate, modify or enhance the technologies that underlie the Platform, and readily create competitors for the Platform. These competitors may be more successful than the Platform.
Potential for misuse of the Platform
Services which may be banned, restricted or deemed immoral in certain jurisdictions may potentially use the Platform. As a result, governmental authorities or regulators may take action against the Platform. This may deter users from using the Platform, or may involve the complete shutdown of the Platform.
Reliance on third-party contractors
Development of Tokens and the Platform, and the operation of the Token Sale, will require third-party contractors with particular expertise in Ethereum and blockchain technology. The availability of such contractors is limited. There may not be sufficient (or any) such contractors available on terms deemed acceptable by the Company. The costs associated with any such contractors may be significantly greater than currently estimated. Further, the quality, reliability and timely delivery of services by such contractors may vary significantly.
Utility of Tokens depends on the Platform
The utility of Tokens depends on the success of the Platform, if developed. The Platform may not be popular or widely used after Launch. In the long term, the Platform may fail to attract a critical mass of users. The Platform may be merged with other projects. Various circumstances, including technical advancement and competitors, may render the Platform obsolete.
Speculation may drive demand for Tokens
Tokens are transferable in accordance with these Terms and Conditions. Accordingly, demand for Tokens may be partially or wholly driven by speculation. Speculation may continue to drive demand for Tokens even after the launch of the Platform.
Volatility of Tokens
The circulation of Tokens is not the responsibility of the Company, and the Company does not presently intend to support or otherwise facilitate the secondary trading of Tokens. As a result, Tokens may not circulate freely or widely, and may not be listed on any secondary markets. Even if Tokens do circulate on secondary markets, the value of Tokens may be highly volatile. Factors such as perceptions of the Company, delays in the development of the Platform, fluctuations in comparable projects and token sales, market dynamics, regulatory actions and changes, technical advancements, as well as broader economic and political factors, may cause the value of Tokens to change significantly over a short period of time.
In addition, there may be insufficient liquidity to support an active market in Tokens, or the market in Tokens may become susceptible to market manipulation.
Volatility of ETH, other digital assets and fiat currencies
Payments are made in ETH. The Company may hold the Proceeds in ETH, other digital assets or fiat currencies, or a combination of any of them. The value of these fiat currencies and digital assets may fluctuate significantly over a short period of time as a result of market dynamics, regulatory actions and changes, technical advancements, exchange availability and broader economic and political factors. This volatility is likely to impact the funding that is available for developing the Platform and may affect the utility of Tokens.
Concentration of Token ownership
At any point in time, one or more persons may directly or indirectly control significant portions of the total supply of Tokens. Acting individually or in concert, these holders may have significant influence over the Platform. They may make decisions that are not in your best interest as a holder of Tokens.
Legal status of Token, Token Sale and Platform is pending
The laws of various jurisdictions may apply to Tokens, the Token Sale and the Platform. The application of these laws and regulations to Tokens, the Token Sale and the Platform is, in many cases, largely untested, and is subject to change without notice. In particular, any current governmental or regulatory tolerance of cryptographic tokens or cryptocurrencies can change rapidly, and Tokens may at any time be deemed to be a security, investment, asset or money by governmental authorities or regulators.
At this stage, the Company expects that the Platform will be regulated in a number of key markets. This will require licensing that cannot be assured. This means that the Platform may not be available in certain markets, or at all. This could require fundamental restructuring of the Platform. In a worst case, this could render the Tokens worthless because the Platform cannot be executed.
The Company may receive formal or informal queries, notices, requests or warnings by governmental authorities and regulators. Action may be taken by governmental authorities and regulators against the Company or the Platform. As a result of such events, the Company may be required to discontinue the Token Sale and/or the Platform.
You may also be subject to governmental or regulatory action by participating in the Token Sale, holding Tokens and/or using the Platform.
Tax treatment and accounting
The Company, Purchaser and transactions in relation to the Tokens and/or the Platform may be subject to the tax laws and regulations in any applicable jurisdictions. The tax treatment and accounting of transactions in relation to the Tokens and/or the Platform are uncertain and a largely untested area of law and practice that is subject to prospective and retroactive changes without notice. Tax treatment of cryptographic tokens and cryptocurrencies may vary amongst jurisdictions.
Your participation in the Token Sale or use of the Platform as a result of or in connection with any purchase, grant, delivery, exercise, vesting, distribution, activation, holding, use, appreciation, conversion, sale, exchange, redemption, assignment, transfer, disposal, may attract Taxes either now or in the future.
The Company may receive formal or informal queries, notices, requests, or summons from tax authorities and as a result the Company may be required to furnish certain information about the Token Sale and/or the Platform. You must seek independent professional advice on the tax implications in relation to the Token Sale, use of the Platform and/or any other transactions for your particular situation.
Reliance on the internet
Tokens, the Token Sale and the Platform rely heavily on the internet. However, the public nature of the internet means that either parts of the internet or the entire internet may be unreliable or unavailable at any given time. Further, interruption, delay, corruption or loss of data, or the loss of confidentiality in the transmission of data, may occur when transmitting data via the internet.
Reliance on Ethereum
Tokens, the Token Sale and the Platform rely on Ethereum. Ethereum is open source software that is built upon experimental technology, namely blockchain. Risks arising from this reliance include (but are not limited to):
(a) the existence of technical flaws in Ethereum;
(b) targeting of Ethereum by malicious persons;
(c) changes in Ethereum’s consensus protocol or algorithms;
(d) decreased community or miner support for Ethereum;
(e) rapid fluctuations in the value of ETH;
(f) the existence or development of competing networks and platforms;
(g) the existence or development of Forked versions of Ethereum;
(h) flaws in the Solidity scripting language;
(i) disputes between Ethereum developers, miners and/or users; and
(j) regulatory action against Ethereum developers, miners and/or users.
Cryptographic advancements Developments in cryptographic technologies and techniques, including the advancement of artificial intelligence and/or quantum computing, pose security risks to all cryptography-based systems including Tokens and the Platform. Applying these technologies and techniques to Tokens and/or the Platform may result in theft, loss, disappearance, destruction, devaluation or other compromises of Tokens, the Platform or your data.
Source code changes and flaws
The various source codes used in the Token Sale and (if and when developed) the Platform are subject to change and may at any time contain one or more defects, weaknesses, inconsistencies, errors or bugs.
No anonymity when using Ethereum
Your participation in the Token Sale, holding and transfer of Tokens and/or use of the Platform (if and when developed) will not be anonymous. Your address and such participation will be recorded on an unpermissioned blockchain, namely Ethereum. It is possible to match addresses to identities.
Inadequate computing resources
The Token Sale and the Platform will require intensive computing resources. The demand for these resources may exceed the Company’s estimates. Ultimately, the Company’s resources may prove inadequate to support the Token Sale and/or develop the Platform, which may affect the delivery and/or utility of Tokens.
Loss of private key is permanent and irreversible
You alone are responsible for securing your private key. Losing control of your private key will permanently and irreversibly deny you access to your Tokens. Neither the Company nor any other person will be able to retrieve or protect your Tokens. Once lost, you will not be able to transfer your Tokens to any other address or wallet. You will not be able to realise any value or utility that the Token may hold now or in future.
Targeting of Tokens, the Token Sale, the Platform and the Company by malicious persons Tokens, the Token Sale, the Platform (if and when developed) and the Company may be targeted by malicious persons who may attempt to steal Tokens or the Proceeds, or otherwise intervene in the Token Sale, the Platform or the Company. This includes (but is not limited to) interventions by way of:
(a) distributed denial of service;
(b) Sybil Attacks;
(d) social engineering;
(h) Double Spending;
(i) majority-mining, consensus-based or other mining attacks;
(j) misinformation campaigns; and
Tokens, the Token Sale and the Platform may also be vulnerable to exploitation of vulnerabilities in smart contracts and other code, as well as to human error. This could result in significant loss and/or other impacts that may materially affect your interests.
Targeting of Purchaser by malicious persons Malicious entities may target you in an attempt to steal any Tokens or cryptocurrencies that you may hold, or to claim any Tokens that you may have purchased. This may involve unauthorized access to your Digital Wallet, your private keys, your cryptocurrency addresses, your email or social media accounts, as well as unauthorized access to your computer, smartphone and any other devices that you may use.
You alone are responsible for protecting yourself against such actions.
Jurisdiction related risks
Residents, Tax residents or persons having a relevant connection with certain jurisdictions are excluded from the Token Sale. Changes in your place of domicile or the applicable law may result in you violating any legal or regulatory requirements of your applicable jurisdiction. You are responsible for ensuring that the delivery, holding, use or exchange of Tokens is, and remains lawful despite changes to applicable laws, your residence and circumstances.
Limitations on Liability
To the fullest extent permitted by applicable law: (i) in no event will the Company 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 purchase of XcelToken Plus 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 the company, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, arising out of or relating to these terms exceed the amount purchaser pays to the company for the XcelToken Plus.
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, the Purchaser and the Company (i) waive the Purchaser’s and the Company’s respective rights to have any and all Disputes arising from or related to the terms of the purchase of XcelToken Plus resolved in a court, and (ii) waive the Purchaser’s and the Company’s respective rights to a jury trial. Instead, the Purchaser and the 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 the purchase of XcelToken Plus is personal to the Purchaser and the 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.