This Coin Purchase Agreement (this “Agreement”) governs the purchase of $CIFD. This Agreement is made between You (“You” and its colloquial or “Purchaser”) and CIFD Ltd, BVI, a company incorporated under the laws of British Virgin Islands (“BVI”) with an address at Skelton Bay Lot, Fish Bay, Tortola, VG 1110, British Virgin Islands (“CIFDAQ”, “Company”, “Us” and its colloquial). Each shall individually be referred to as a “Party” and collectively as the “Parties”) This Agreement becomes effective and binding upon you by clicking the “I accept” button and proceeding with the Purchase of the $CIFD Coins.
Please read this Agreement carefully as you agree to be bound by these terms including Annexure I and II, upon your purchase of $CIFD. If you do not agree with these terms DO NOT PURCHASE $CIFD. Your Purchase of $CIFD denotes that you have read this Agreement and agree to be bound by them.
GENERAL NOTICE
$CIFD COINS (THE “COINS”) ARE NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED WHERE SUCH OFFERING IS PROHIBITED, RESTRICTED OR UNAUTHORISED IN ANY FORM OR MANNER WHETHER IN FULL OR IN PART UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES IN SUCH JURISDICTIONS. THE OFFER AND SALE OF THE $CIFD COINS DESCRIBED HEREUNDER HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. THIS OFFERING IS BEING MADE ONLY OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS (AS DEFINED IN SECTION 902 OF REGULATIONS UNDER THE SECURITIES ACT) (AND ONLY IN JURISDICTIONS WHERE SUCH OFFER AND SALE IS PERMITTED UNDER APPLICABLE LAW) IN RELIANCE ON REGULATIONS UNDER THE SECURITIES ACT. THE $CIFD COINS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES (OR OTHER RELEVANT) LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
NOTICE TO RESIDENTS OF THE UNITED STATES
$CIFD COINS (THE “COINS”) ARE NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED WHERE SUCH OFFERING IS PROHIBITED, RESTRICTED OR UNAUTHORISED IN ANY FORM OR MANNER WHETHER IN FULL OR IN PART UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES IN SUCH JURISDICTIONS. THE OFFER AND SALE OF THE $CIFD COINS DESCRIBED HEREUNDER HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. THIS OFFERING IS BEING MADE ONLY OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS (AS DEFINED IN SECTION 902 OF REGULATIONS UNDER THE SECURITIES ACT) (AND ONLY IN JURISDICTIONS WHERE SUCH OFFER AND SALE IS PERMITTED UNDER APPLICABLE LAW) IN RELIANCE ON REGULATIONS UNDER THE SECURITIES ACT. THE $CIFD COINS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES (OR OTHER RELEVANT) LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
NOTICE TO RESIDENTS OF AUSTRALIA
NEITHER THIS AGREEMENT, NOR ANY OTHER DISCLOSURE DOCUMENT IN RELATION TO THE OFFER OR SALE OF THE AGREEMENT OR RIGHTS UNDER THE AGREEMENT, HAS BEEN, WILL BE, OR NEEDS TO BE, LODGED WITH THE AUSTRALIAN SECURITIES & INVESTMENTS COMMISSION. THIS AGREEMENT IS NOT A PRODUCT DISCLOSURE STATEMENT UNDER DIVISION 2 OF PART 7.9 OF THE CORPORATIONS ACT 2001 (CTH) (“AUSTRALIAN CORPORATIONS ACT”) NOR IS IT A PROSPECTUS UNDER CHAPTER 6D OF THE AUSTRALIAN CORPORATIONS ACT, AND THE AGREEMENT HAS NOT BEEN, AND WILL NOT BE, REGISTERED AS A MANAGED INVESTMENT SCHEME UNDER THE AUSTRALIAN CORPORATIONS ACT.
THIS AGREEMENT IS NOT REQUIRED TO, AND DOES NOT, CONTAIN ALL THE INFORMATION WHICH WOULD BE REQUIRED IN A DISCLOSURE AGREEMENT OR PRODUCT DISCLOSURE STATEMENT, OR ALL THE INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE OR SHOULD OBTAIN IN ORDER TO MAKE AN INFORMED INVESTMENT DECISION. THE ISSUER OF THIS AGREEMENT IS NOT REGISTERED AS A MANAGED INVESTMENT SCHEME UNDER THE CORPORATIONS ACT. ANY PERSON TO WHOM THIS AGREEMENT IS ISSUED MUST NOT, WITHIN 12 MONTHS AFTER SUCH ISSUE, OFFER, TRANSFER OR ASSIGN THIS AGREEMENT TO PERSONS IN AUSTRALIA EXCEPT IN CIRCUMSTANCES WHERE DISCLOSURE TO SUCH PERSONS IS NOT REQUIRED UNDER THE CORPORATIONS ACT.
NO PERSON REFERRED TO IN THIS AGREEMENT HOLDS AN AUSTRALIAN FINANCIAL SERVICES LICENCE.
NEITHER THIS AGREEMENT, THE OFFERS CONTAINED HEREIN NOR ANY OTHER DISCLOSURE AGREEMENT IN RELATION TO THE AGREEMENT CAN BE PARTIALLY OR WHOLLY DISTRIBUTED, PUBLISHED, REPRODUCED, TRANSMITTED OR OTHERWISE MADE AVAILABLE OR DISCLOSED BY RECIPIENTS TO ANY PERSON IN AUSTRALIA OTHER THAN PROFESSIONAL INVESTORS.
NOTICE TO RESIDENTS OF CANADA
THESE COINS MAY BE SOLD ONLY TO PURCHASERS PURCHASING AS PRINCIPAL THAT ARE BOTH “ACCREDITED INVESTORS” AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS AND REGISTRATION EXEMPTIONS AND “PERMITTED CLIENTS” AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, 29 EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF THE SECURITIES MUST BE MADE IN ACCORDANCE WITH AN EXEMPTION FROM THE PROSPECTUS REQUIREMENTS AND IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF APPLICABLE SECURITIES LAWS.
NOTICE TO RESIDENTS OF CANADA
THESE COINS MAY BE SOLD ONLY TO PURCHASERS PURCHASING AS PRINCIPAL THAT ARE BOTH “ACCREDITED INVESTORS” AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS AND REGISTRATION EXEMPTIONS AND “PERMITTED CLIENTS” AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, 29 EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF THE SECURITIES MUST BE MADE IN ACCORDANCE WITH AN EXEMPTION FROM THE PROSPECTUS REQUIREMENTS AND IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF APPLICABLE SECURITIES LAWS.
NOTICE TO RESIDENTS OF CHINA
THE RIGHTS ARE NOT BEING OFFERED OR SOLD AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE PEOPLE’S REPUBLIC OF CHINA (FOR SUCH PURPOSES, NOT INCLUDING THE HONG KONG AND MACAU SPECIAL ADMINISTRATIVE REGIONS OR TAIWAN), EXCEPT AS PERMITTED BY THE SECURITIES AND OTHER LAWS AND REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA.
NOTICE TO RESIDENTS OF EUROPEAN ECONOMIC AREA (“EEA”)
IN RELATION TO EACH MEMBER STATE OF THE EEA, NO OFFER OF SECURITIES MAY BE MADE TO THE PUBLIC IN THAT MEMBER STATE EXCEPT: (A) TO ANY LEGAL ENTITY WHICH IS A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS DIRECTIVE; (B) TO FEWER THAN 150 NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS DIRECTIVE) AS PERMITTED UNDER THE PROSPECTUS DIRECTIVE; OR (C) UNDER ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE, PROVIDED THAT NO SUCH OFFER OF SECURITIES WILL REQUIRE THE ISSUER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE, OR SUPPLEMENT A PROSPECTUS PURSUANT TO ARTICLE 16 OF THE PROSPECTUS DIRECTIVE.
FOR THE PURPOSES OF THIS NOTICE, THE EXPRESSION AN “OFFER TO THE PUBLIC” IN RELATION TO ANY SECURITIES IN ANY MEMBER STATE MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE SECURITY BEING OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE THE SECURITY, AS THE SAME MAY BE VARIED IN THAT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT MEMBER STATE.
THE EXPRESSION “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/EC (AS AMENDED, INCLUDING BY DIRECTIVE 2010/73/EU), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE
NOTICE TO RESIDENTS OF HONG KONG
THE RIGHTS ARE NOT BEING OFFERED OR SOLD AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE PEOPLE’S REPUBLIC OF CHINA (FOR SUCH PURPOSES, NOT INCLUDING THE HONG KONG AND MACAU SPECIAL ADMINISTRATIVE REGIONS OR TAIWAN), EXCEPT AS PERMITTED BY THE SECURITIES AND OTHER LAWS AND REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA.
NOTICE TO RESIDENTS OF HONG KONG
TOKENS OR COINS MAY NOT BE OFFERED OR SOLD IN HONG KONG BY MEANS OF ANY DOCUMENT OTHER THAN (I) IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE ANY OFFER TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32 OF THE LAWS OF HONG KONG) (THE “CWUMP ORDINANCE”) OR WHICH DO NOT CONSTITUTE AN INVITATION TO THE PUBLIC WITHIN THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CAP. 571 OF THE LAWS OF HONG KONG) (“SECURITIES AND FUTURES ORDINANCE”), OR (II) TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE AND ANY RULES MADE THEREUNDER, OR (III) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THE DOCUMENT BEING A “PROSPECTUS” AS DEFINED IN THE CWUMP ORDINANCE, AND NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE SALE OF THE COINS MAY BE ISSUED OR MAY BE IN THE POSSESSION OF ANY PERSON FOR THE PURPOSE OF ISSUE (IN EACH CASE WHETHER IN HONG KONG OR ELSEWHERE), WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC IN HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO INSTRUMENTS WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE OF HONG KONG OR ONLY TO “PROFESSIONAL INVESTORS” IN HONG KONG AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE AND ANY RULES MADE THEREUNDER.
NOTICE TO RESIDENTS OF HONG KONG
THE AGREEMENT AND ANY DOCUMENTS USED IN CONNECTION THEREWITH AND ANY RELATED DOCUMENTS DO NOT CONSTITUTE AN OFFER TO SELL TO OR AN OFFER TO BUY INTEREST FROM ANY PERSON OTHER THAN THE PERSON TO WHOM THIS DOCUMENT HAS BEEN SENT BY CIFDAQ OR ITS AUTHORISED AGENTS. THE AGREEMENT AND ANY DOCUMENTS USED IN CONNECTION THEREWITH SHOULD NOT BE CONSTRUED AS A PROSPECTUS. THE AGREEMENT AND ANY DOCUMENTS USED IN CONNECTION THEREWITH ARE NOT BEING OFFERED FOR SALE OR SUBSCRIPTION BUT ARE BEING PRIVATELY PLACED WITH A LIMITED NUMBER OF SOPHISTICATED INVESTORS, AND PROSPECTIVE 30 INVESTORS MUST OBTAIN LEGAL ADVICE THAT THEY ARE ENTITLED TO SUBSCRIBE FOR THESE INSTRUMENTS AND MUST COMPLY WITH ALL RELEVANT INDIAN LAWS IN THIS RESPECT.
NOTICE TO RESIDENTS OF INDIA
THE AGREEMENT AND ANY DOCUMENTS USED IN CONNECTION THEREWITH AND ANY RELATED DOCUMENTS DO NOT CONSTITUTE AN OFFER TO SELL TO OR AN OFFER TO BUY INTEREST FROM ANY PERSON OTHER THAN THE PERSON TO WHOM THIS DOCUMENT HAS BEEN SENT BY CIFDAQ OR ITS AUTHORISED AGENTS. THE AGREEMENT AND ANY DOCUMENTS USED IN CONNECTION THEREWITH SHOULD NOT BE CONSTRUED AS A PROSPECTUS. THE AGREEMENT AND ANY DOCUMENTS USED IN CONNECTION THEREWITH ARE NOT BEING OFFERED FOR SALE OR SUBSCRIPTION BUT ARE BEING PRIVATELY PLACED WITH A LIMITED NUMBER OF SOPHISTICATED INVESTORS, AND PROSPECTIVE 30 INVESTORS MUST OBTAIN LEGAL ADVICE THAT THEY ARE ENTITLED TO SUBSCRIBE FOR THESE INSTRUMENTS AND MUST COMPLY WITH ALL RELEVANT INDIAN LAWS IN THIS RESPECT.
NOTICE TO RESIDENTS OF ISRAEL
CIFDAQ DOES NOT INTEND TO OFFER THESE COINS TO THE PUBLIC IN ISRAEL WITHIN THE MEANING OF THE ISRAELI SECURITIES LAW, 1968, OR OFFER COINS, WITHIN ANY SPECIFIC YEAR, TO MORE THAN 35 OFFEREES RESIDENT IN ISRAEL. EACH OFFEREE MUST AND HEREBY DOES WARRANT TO CIFDAQ THAT IT IS PURCHASING THESE COINS FOR INVESTMENT PURPOSES ONLY AND NOT FOR PURPOSES OF RESALE.
NOTICE TO RESIDENTS OF JAPAN
THIS AGREEMENT IS BEING OFFERED TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL INVESTORS (TEKIKAKU KIKAN TOSHIKA, AS DEFINED IN THE SECURITIES EXCHANGE LAW OF JAPAN (LAW NO. 25 OF 1948, AS AMENDED)) AND/OR A SMALL NUMBER OF INVESTORS, IN ALL CASES UNDER CIRCUMSTANCES THAT WILL FALL WITHIN THE PRIVATE PLACEMENT EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES EXCHANGE LAW AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN. AS SUCH, NEITHER THE AGREEMENT NOR THE SALE OF THE COINS HAS BEEN REGISTERED OR WILL BE REGISTERED UNDER THE SECURITIES EXCHANGE LAW OF JAPAN. THE PURCHASER OF THE COINS AGREES NOT TO RE-TRANSFER OR RE-ASSIGN THE RIGHTS UNDER THIS AGREEMENT TO ANYONE OTHER THAN NON-RESIDENTS OF JAPAN EXCEPT PURSUANT TO A PRIVATE PLACEMENT EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES EXCHANGE LAW AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.
NOTICE TO RESIDENTS OF RUSSIAN FEDERATION
THE AGREEMENT AND ANY RELATED DOCUMENTS ARE NOT AN OFFER, OR AN INVITATION TO MAKE OFFERS, TO SELL, PURCHASE, EXCHANGE OR OTHERWISE TRANSFER SECURITIES OR FOREIGN FINANCIAL INSTRUMENTS TO OR FOR THE BENEFIT OF ANY PERSON OR ENTITY RESIDENT, INCORPORATED, ESTABLISHED OR HAVING THEIR USUAL RESIDENCE IN THE IN THE RUSSIAN FEDERATION, EXCEPT “QUALIFIED INVESTORS” (AS DEFINED UNDER RUSSIAN SECURITIES LAWS) TO THE EXTENT PERMITTED UNDER RUSSIAN SECURITIES LAWS. THE AGREEMENT AND ANY DOCUMENTS USED IN CONNECTION THEREWITH ARE NOT AN ADVERTISEMENT IN CONNECTION WITH THE “PLACEMENT” OR A “PUBLIC CIRCULATION” (AS BOTH TERMS ARE DEFINED UNDER RUSSIAN SECURITIES LAW) OF ANY SECURITIES, AND THE AGREEMENT IS NOT INTENDED FOR “PLACEMENT” OR “PUBLIC CIRCULATION” IN THE RUSSIAN FEDERATION, IN EACH CASE UNLESS OTHERWISE PERMITTED UNDER RUSSIAN SECURITIES LAWS. NEITHER THE AGREEMENT NOR A PROSPECTUS RELATING HERETO HAS BEEN OR WILL BE REGISTERED WITH THE CENTRAL BANK OF THE RUSSIAN FEDERATION.
NOTICE TO RESIDENTS OF SINGAPORE
THE OFFER OR SALE OF $CIFD COINS HAS NOT BEEN AUTHORISED OR RECOGNISED UNDER THE SECURITIES AND FUTURES ACT 2001 (THE “SFA”) OR ANY OTHER LAW OR REGULATORY FRAMEWORK OF SINGAPORE. THIS AGREEMENT OR ANY OTHER DOCUMENT MADE AVAILABLE BY THE COMPANY DURING THE SALE IS NOT INTENDED TO CONSTITUTE A PROSPECTUS, HAS NOT BEEN REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE AND, ACCORDINGLY, STATUTORY LIABILITY UNDER THE SFA IN RELATION TO THE CONTENT OF PROSPECTUSES DOES NOT APPLY. YOU SHOULD EXERCISE CAUTION AND CONSIDER CAREFULLY WHETHER THE PURCHASE OF $CIFD COINS IS SUITABLE FOR YOU. THIS AGREEMENT OR ANY OTHER DOCUMENT MADE AVAILABLE BY THE COMPANY DURING THE SALE IS NOT INTENDED TO CONSTITUTE AN OFFER OF, A SOLICITATION FOR INVESTMENT IN, OR A RECOMMENDATION OF, CAPITAL MARKETS PRODUCTS, SECURITIES, INVESTMENTS OR FINANCIAL INSTRUMENTS IN ANY JURISDICTION, AND THESE DOCUMENTS HAVE NOT BEEN FILED WITH, REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS AGREEMENT OR ANY OTHER DOCUMENT MADE AVAILABLE BY THE COMPANY DURING THE SALE, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.
THIS AGREEMENT OR ANY OTHER DOCUMENT MADE AVAILABLE BY THE COMPANY DURING THE SALE MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY $CIFD COINS BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN TO AN ACCREDITED INVESTOR OR INSTITUTIONAL INVESTOR, AS EACH SUCH TERM IS DEFINED IN THE SFA.
NOTICE TO RESIDENTS OF SWITZERLAND
SALE OF COIN AGREEMENTS MAY NOT BE PUBLICLY OFFERED IN SWITZERLAND AND WILL NOT BE LISTED ON THE SIX SWISS EXCHANGE (“SIX”) OR ON ANY OTHER STOCK EXCHANGE OR REGULATED TRADING FACILITY IN SWITZERLAND. THIS AGREEMENT AND ANY RELATED DOCUMENTS HAVE BEEN PREPARED WITHOUT REGARD TO THE DISCLOSURE STANDARDS FOR ISSUANCE PROSPECTUSES UNDER ART. 652A OR ART. 1156 OF THE SWISS CODE OF OBLIGATIONS OR THE DISCLOSURE STANDARDS FOR LISTING PROSPECTUSES UNDER ART. 27 FF. OF THE SIX LISTING RULES OR THE LISTING RULES OF ANY OTHER STOCK EXCHANGE OR REGULATED TRADING FACILITY IN SWITZERLAND. NEITHER SAFTS NOR ANY RELATED MARKETING MATERIAL MAY BE PUBLICLY DISTRIBUTED OR OTHERWISE MADE PUBLICLY AVAILABLE IN SWITZERLAND. THIS AGREEMENT AND ANY RELATED MARKETING MATERIALS HAVE NOT BEEN AND WILL NOT BE FILED WITH OR APPROVED BY ANY SWISS REGULATORY AUTHORITY, PARTICULARLY INCLUDING THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY (“FINMA”), AND IT HAS NOT BEEN AUTHORIZED UNDER THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES (“CISA”). THE PROTECTIONS AFFORDED TO ACQUIRERS OF INTERESTS IN COLLECTIVE INVESTMENT SCHEMES UNDER THE CISA DOES NOT EXTEND TO ACQUIRERS OF SAFTS.
NOTICE TO RESIDENTS OF THE UNITED KINGDOM
IN THE UNITED KINGDOM THIS AGREEMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT (AND ANY PURCHASE ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH): (I) INVESTMENT PROFESSIONALS (WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE “FPO”)); (II) PERSONS OR ENTITIES OF A KIND DESCRIBED IN ARTICLE 49 OF THE FPO; (III) CERTIFIED SOPHISTICATED INVESTORS (WITHIN THE MEANING OF ARTICLE 50(1) OF THE FPO); AND (IV) OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION IN CONNECTION WITH THIS AGREEMENT OR BASED UPON ANY DOCUMENTS USED IN CONNECTION THEREWITH. IT IS A CONDITION OF YOUR AGREEING TO THE TERMS OF THIS AGREEMENT THAT YOU WARRANT TO CIFDAQ, ITS DIRECTORS, AND ITS OFFICERS THAT YOU ARE A RELEVANT PERSON. THIS AGREEMENT AND ANY DOCUMENTS USED IN CONNECTION THEREWITH HAVE NOT BEEN APPROVED BY ANY AUTHORISED PERSON.
NOTICE TO RESIDENTS OF ALL OTHER JURISDICTIONS
NO ACTION HAS BEEN TAKEN TO PERMIT THE OFFER, SALE, POSSESSION OR DISTRIBUTION OF THIS AGREEMENT OR ANY RELATED DOCUMENTS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. YOU ARE REQUIRED TO INFORM YOURSELF ABOUT, AND TO OBSERVE ANY RESTRICTIONS RELATING TO, THE AGREEMENT AND ANY RELATED DOCUMENTS IN YOUR JURISDICTION.
MISCELLANEOUS NOTICE
IN ADDITION TO THE ABOVE, CIFDAQ MAY RESTRICT THE SALE OF $CIFD IN ANY JURISDICTION OR BY ANY PERSON (LEGAL OR NATURAL) AT ITS DISCRETION WITHOUT ASSIGNING ANY REASON WHATSOEVER.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in the CIFDAQ White Paper and this document constitute forward-looking statements. Except for statements of historical fact, information contained herein constitutes forward-looking statements, including (i) CIFDAQ’s ability to launch the CIFDAQ Platform with the capabilities described; (ii) the projected utility of the $CIFD Coin and its functionality on the CIFDAQ Platform, (iii) the completion of, and the use of proceeds from, the sale of these Coins; (iv) the execution of the vision and growth strategy for CIFDAQ; (v) the adoption of $CIFD Coins by users and the overall success of services offered by CIFDAQ; (vi) the completion of CIFDAQ’s projects that are currently underway, in development or otherwise under consideration; and (vii) future liquidity, working capital, and capital requirements. Forward-looking statements can also be identified by words such as “can,” “expect,” “will” and other identifiers of non-historical events. Forward-looking statements are provided to allow potential purchasers of $CIFD the opportunity to understand management’s beliefs and opinions in respect of the future. CIFDAQ is an early-stage company and an investment in it, or its issued coins is inherently risky. Forward-looking statements are not guarantees of future performance, and undue reliance should not be placed on them. Although any forward-looking statements made are based upon what management believes are reasonable assumptions, they necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. CIFDAQ undertakes no obligation to update forward-looking statements for any reason, except as required by applicable laws. the future. CIFDAQ is an early-stage company and an investment in it, or its issued coins is inherently risky. Forward-looking statements are not guarantees of future performance, and undue reliance should not be placed on them. Although any forward-looking statements made are based upon what management believes are reasonable assumptions, they necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. CIFDAQ undertakes no obligation to update forward-looking statements for any reason, except as required by applicable laws.
The Company wishes to issue and sell, and the Purchaser wishes to purchase the Purchase Amount of $CIFD Coins, all in accordance with the terms and conditions set forth in this Agreement; and,
NOW, THEREFORE, in consideration of the mutual representations, warranties and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:
IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.
This Agreement and the offer of $CIFD Coins herein have not been registered or qualified under Capital Markets Products Laws, or other regulatory frameworks in relation to securities or otherwise, of any jurisdiction anywhere in the world. Accordingly, this offer is only made in jurisdictions where such registration or qualification is not required.
$CIFD Coins do not confer or represent any (i) ownership interest or liability in the Company or any other legal entity; (ii) indebtedness of the Company in respect of any money or other assets lent to the Company; (iii) legal or beneficial interest in a trust or trust property; or (iv) unit in a collective investment scheme; You will not be entitled, as a holder of $CIFD Coins, to receive dividends or vote as a shareholder or be deemed a shareholder of the Company or any other legal entity for any other purpose, nor will anything contained herein be construed to confer upon you, as such, any management rights, or any of the rights of a shareholder or any right to vote for the election of directors or upon any matter submitted to the board of directors at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of or attend shareholder or board meetings, or to receive subscription rights or otherwise.
You confirm that you have read and fully understand the Agreement, the Website and any other relevant documents we may provide you, and you understand the risks, costs and benefits associated with the purchase of $CIFD Coin in this Coin Sale.
1. DEFINITIONS & INTERPRETATION 1.1 Definitions.
“Affiliate” means with respect to a specified person, any other person that directly or indirectly controls or is controlled by, or is under common control with, the person specified. The term “person” for purposes of this definition shall also include any form of legal entity. The term “control” means the right to exercise directly or indirectly fifty percent (50%) or more of the voting rights attributable to the shares or other equity interest of that person, or with respect to any person, the possession directly or indirectly, of the power to direct or cause the direction of the management or policies of such person.
“Business Day” means a day other than a Saturday, Sunday, or public holiday in BVI, when banks in BVI are open for business.
“Capital Markets Products” means any securities, units in a collective investment scheme, derivatives contracts, spot foreign exchange contracts for the purposes of leveraged foreign exchange trading, as the terms or equivalent terms are defined under relevant Laws.
“Company Document(s)” means any document or information aside from the Website that we may provide to you in relation to the Coin Sale.
“Digital Asset” means a digital asset (also called a “cryptocurrency”, “digital payment token”, “virtual currency”, “digital currency” or “virtual commodity”) such as bitcoin or ether, which is a digital representation of value based on, or built on top of, a cryptographic protocol of a computer network.
“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial, or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction.
“Intellectual Property” means all intellectual and industrial property rights, including patent rights, rights to inventions, registered designs, design rights, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, layout-designs and other similar proprietary rights, all rights of whatever nature in computer programs, firmware, micro-code and other computer software and data, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all intangible rights and privileges of a nature similar to any of the foregoing, whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future.
“Intellectual Property Rights” means ownership and proprietary rights (registered or unregistered) in, and to, any and all Intellectual Property arising in any jurisdiction in the world.
“Law(s)” means laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees.
“Material Adverse Effect” means a material adverse effect on a Party’s business, asset (including intangible assets), liabilities, financial condition or results of operations, except to the extent any such effect results from (i) changes in accounting requirements applicable to any industry in which the party operates, (ii) changes in applicable Laws, (iii) changes in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in general economic business, regulatory, political or market conditions or in national or global financial markets, (iv) any proposed law, rule or regulation or any proposed amendment to any existing law, rule or regulation, in each case affecting the Party or (v) any actions taken by the Party which is required pursuant to this Agreement.
“Platform” refers to the CIFDAQ ecosystem developed by the Company as more fully described on the Website.
“Coin” means the native ‘token’ sold on the Company’s own blockchain known as “$CIFD Coin” with the symbol
“CIFD” , as more fully described on the Website, and which will be sold during the Coin Sale.
“Coin Sale” means the sale of the Coins by the Company as provided for in this Agreement.
“Wallet” means the technical solution to store the private and public keys of a digital wallet and to send and receive Digital Assets such as the Coins.
“Website” means the website of the Company at https://www.cifdaq.io
1.2 In this Agreement: 1.2.1 a reference to an article, clause, paragraph or schedule is, unless stated otherwise, a reference to an article, clause or paragraph of, or schedule to, this Agreement;
1.2.2 a reference to any statute or statutory provision is a reference to that statute or statutory provision as re-enacted, amended or extended before the date of this Agreement and includes reference to any subordinate legislation (as re-enacted, amended or extended) made under it before the date of this Agreement;
1.2.3 a reference to a person includes any individual, company, corporation, firm, partnership, joint venture, association, state, state agency, institution, trust (whether having a separate legal personality) or government entity;
1.2.4 words in the singular mean and include the plural and vice versa;
1.2.5 words in the masculine mean and include the feminine and vice versa;
1.2.6 a reference to “it” includes a reference to individuals;
1.2.7 a reference to a time of day is, unless stated otherwise, a reference to that time in BVI;
1.2.8 a reference to “including” or “includes” does not limit the scope of the meaning of the words preceding it;
1.2.9 where a Party must “procure” anything under this Agreement the obligation is only to do so to the extent permitted by relevant Law, relevant Governmental Authority, or relevant regulatory body or authority;
1.2.10 a reference to a person’s “Group” is, unless otherwise stated, a reference to that person, its subsidiaries, its holding companies and any other subsidiaries of its holding companies;
1.2.11 a reference to “Parties” or a “Party” means the Parties, or a Party, to this Agreement; and
1.2.12 headings and bold typeface are used only for convenience and shall be ignored for the purposes of interpretation.
2. PURCHASE OF COINS
2.1 Purchase. In consideration of payment of the Purchase Amount made to the CIFDAQ via the website, the number of $CIFD Coins as displayed on Sale Window shall be transferred to the Purchaser’s Wallet.
2.2 Conditions to Transfer. The transfer of purchased Coins by the Company to the Purchaser pursuant to section 2.1 shall be conditional upon the full and final satisfaction (as determined by the Company in its sole and absolute discretion) of the following conditions:
2.2.1 the Purchaser executing and delivering to the Company any and all documents related to this Agreement and the transaction contemplated herein;
2.2.2 the Purchaser completing payment of the Purchase Amount in accordance with section
2.2.3 the Purchaser providing to the Company compatible Wallet address for which to allocate Purchaser Coins; and
2.2.4 the Company completing and being satisfied with the know-your-customer (“KYC”), anti-money laundering and countering the financing of terrorism (“AML/CFT”), and Sanctions checks prescribed by the Company. 2.3 PAYMENT.
2.3.1 Payments to be made under this Agreement shall be made instantly to the Company.
2.3.2 All payments to be made by each Party under this Agreement shall be made in accordance with the instructions given on the Sale Window on the Company’s website.
2.3.3 The Purchaser acknowledges and agrees that the Purchase Amount shall not be refundable, in whole or in part, under any circumstances.
2.3.4 Any transaction fees levied by a third party or a payment facilitator or processor in connection with completing the payment of the Purchase Amount shall be paid by the Purchaser.
2.3.5 All sums payable by either Party under this Agreement shall be paid in full without any set-off or counterclaim and (save insofar as required by Law to the contrary) free and clear of and without any deduction or withholding whatsoever. If the relevant payer is at any time required by Law to make any deduction or withholding from any payment to the payee, then the payer will immediately pay to the payee such additional amounts as will result in the payee receiving the full amount it would have received had no such deduction or withholding been required. The relevant payer will simultaneously provide the payee with a certificate of deduction or withholding in respect of the amount deducted or withheld together with evidence satisfactory to the payee that the amount so deducted or withheld has been paid over to the relevant authorities when and as due.
2.4 Coin Receiving. Immediately upon the receipt of the Purchase Amount by the Company, the Company will transfer such $CIFD Coins as displayed on the Sale Window (according to the price of $CIFD at the moment of Purchase) to the Purchaser’s Wallet.
2.5 AML/CFT.
2.5.1 The Purchaser acknowledges and agrees that the Purchaser is required to provide Purchaser information and must pass a KYC and Know Your Transaction (“KYT”) test, whereby the Purchaser and the Wallet into which the Purchase Amount will be deposited may be screened against Office of Foreign Assets Control lists, other watch lists and for other risk markers. The receipt of $CIFD Coins shall be denied for any Purchasers that fail to meet the KYC and/or KYT suitability screening requirements. The Company shall perform the relevant KYC and KYT checks for its records either itself or via the use of a third party vendor, the details of which will be listed in Annexure II, and the Purchaser agrees to provide any and all relevant information and assistance in this process in a timely manner. To the extent that the Company determines in its sole and absolute discretion that it is reasonably necessary to obtain certain information about the Purchaser in order to comply with any applicable Laws in connection with the Agreement, the Purchaser shall provide the Company with such information promptly upon request, and the Purchaser acknowledges and agrees that the Company may refuse to proceed with the Coin transfer or withhold delivery of the Purchased Coins to the Purchaser until such requested information has been provided to the reasonable satisfaction of the Company in its sole and absolute discretion.
2.5.2 The Purchaser acknowledges and agrees that in the event that the Purchaser fails to satisfy the Company’s KYC, KYT, AML/CFT or Sanctions processes, the Company has the right to immediately terminate this Agreement and will fully refund or refuse to accept the Purchase Amount (as applicable) from the Purchaser.
2.5.3 The Company reserves the right to refuse or reject any offer to sell $CIFD Coins to the Purchaser in the event that, based on information available to the Company, the Company is suspected of receiving the Purchase Amount from the Purchaser, in connection with any money laundering, terrorism financing, or any other illegal activity. In addition, the Company shall be entitled to use any possible efforts for preventing money laundering, terrorism financing or any other illegal activity, including without limitation blocking of the Purchaser’s Wallet or providing information regarding the Purchaser to any Governmental Authority.
2.5.4 The Purchaser confirms it has used reasonable endeavours to conduct due diligence on the matters on which it has supplied information to the Company under this Agreement (including the Purchaser’s beneficial owners where the Purchaser is an entity) and undertakes to, as soon as practicable, notify and update the Company in writing of any development or change in circumstance which may have a material effect on any of the matters pertaining to the Purchaser referred to in this section 2 or to any information the Purchaser has previously provided to the Company.
3. COMPANY WARRANTIESThe Company warrants as at the date of this Agreement that: 3.1 The Company is duly incorporated, validly existing and in good standing under the Laws of BVI, and the Company has the power and authority to issue and sell the $CIFD Coins and carry on its business as now conducted.
3.2 The execution, delivery and performance by the Company of this Agreement is within the power of the Company and, other than with respect to the actions to be taken when $CIFD Coins are to be issued to the Purchaser, has been duly authorised by all necessary actions on the part of the Company. This Agreement constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other Laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current articles of association, (ii) any material statute, rule or regulation applicable to the Company, or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a Material Adverse Effect on the Company.
3.3 To the knowledge of the Company, the performance and consummation of the transactions contemplated by this Agreement do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, licence or authorization applicable to the Company, its business or operations.
3.4 To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licences, information, processes, and other Intellectual Property Rights necessary for its business as now conducted and as currently proposed to be conducted, without an infringement of the rights of others.
3.5 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE $CIFD COINS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, OR ANY OTHER PERSON ON THE COMPANY’S BEHALF.
4. PURCHASER REPRESENTATIONS AND WARRANTIESThe Purchaser represents and warrants to the Company as at the date of this Agreement and for as long as the Purchaser holds $CIFD Coins that:
4.1 The Purchaser is not a citizen of, natural and legal person, having habitual residence, location or their seat of incorporation in the United States of America.
4.2 The Purchaser is not a, or is acting on behalf of a, “United States person” (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended).
4.3 The Purchaser is not a, or is acting on behalf of a, resident of the People’s Republic of China.
4.4 The Purchaser is not a citizen of, natural and legal person, having habitual residence, location or their seat of incorporation in any country or territory where transactions with Digital Assets are prohibited or in any manner restricted by applicable Laws, or will become so prohibited or restricted at any time after this Agreement becomes effective.
4.5 The Purchaser represents that it has satisfied itself as to the full observance of the Laws of its jurisdiction in connection with the purchase and ownership of $CIFD Coins.
4.6 The Purchaser is duly incorporated or organized, validly existing, in good standing under applicable Law, and has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other Laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
4.7 The execution and delivery of and performance under this Agreement by the Purchaser require no approval or other action from any Governmental Authority or other person.
4.8 The Purchaser has read and understood all the terms of this Agreement (including all Schedules), the Website and any other Company Documents. The Purchaser further acknowledges and consents that the Website may undergo amendments at the Company’s sole and absolute discretion during the time leading up to the Issuance Commencement Date, and the Purchaser accepts the obligation to promptly read updates to the Website. The Website and any other Company Documents are available for information purpose only and do not form part of this Agreement.
4.9 The Purchaser understands that the $CIFD Coins involve risks, all of which the Purchaser fully and completely assumes, including, but not limited to, the risks (i) that the technology associated with the Platform will not function as intended; (ii) that the Platform launch will not be completed; (iii) that the Platform will fail to attract sufficient interest from key stakeholders; (iv) that the Company and/or the Platform may be subject to investigation and punitive actions from Governmental Authorities; and (v) as set out in Annexure I. The Purchaser understands and expressly accepts that the $CIFD Coins will be created and delivered to the Purchaser at the sole risk of the Purchaser on an “AS IS” and “UNDER DEVELOPMENT” basis. The Purchaser understands and expressly accepts that the Purchaser has not relied on any representations or warranties made by the Company outside of this Agreement, including, but not limited to, conversations of any kind, whether through oral or electronic communication. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY $CIFD COINS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE $CIFD COINS.
4.10 The Purchaser will be the legal and beneficial owner of the $CIFD Coins. The Purchaser is entering into this Agreement for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. The Purchaser understands that the $CIFD Coins to be delivered to the Purchaser may be deemed to be Capital Markets Products such as securities and may not be able to be resold or transferred unless in compliance with applicable Capital Markets Product Laws or unless and until the Company reasonably determines, based on the advice of legal counsel, and notifies the Purchaser that the $CIFD Coins are not Capital Markets Products and freely tradable. The Purchaser further represents that it has been provided the opportunity to ask the Company questions, and where applicable, has received answers from the Company regarding this Agreement.
4.11 The Purchaser acknowledges that: (A) the $CIFD Coins do not have any intrinsic value and the $CIFD Coins may never recover any cash, Digital Asset or other assets which are used directly or indirectly to acquire the $CIFD Coins; (B) there is no market-standard valuation process to determine the value of the $CIFD Coins at any given time; and (C) the Company gives no guarantees whatsoever on the value of the $CIFD Coins which may be highly volatile and could reduce to zero.
4.12 The Purchaser acknowledges and agrees that: (A) it is familiar with all related regulations in the specific jurisdiction in which it is based and that acquiring the $CIFD Coins (through purchase or otherwise) in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind; (B) no Governmental Authority or other regulatory authority has examined or approved of the information set out on the Website or in any Company Documents in connection with the $CIFD Coins; (C) it will not use the $CIFD Coins if such use would constitute a public offering of Coins in any country or jurisdiction where any approvals, consents, or compliance for that purpose is required; (D) the distribution or dissemination of the Website, any Company Documents or any part thereof or any copy thereof, or any use of the $CIFD Coins by the Purchaser, is not prohibited or restricted by applicable Laws in its jurisdiction, and where any restrictions in relation to possession are applicable, it has observed and complied with all such restrictions at its own expense and risk without liability to the Company; (E) it shall ensure that no obligations are imposed on the Company in any such jurisdiction as a result of any of the actions taken by it in the preceding section 4.12(D); and (F) the Company will have no responsibility for and it will not obtain any consent, approval or permission required by the Purchaser for, the acquisition, offer, sale or sale by it of the $CIFD Coins under the Laws in force in any jurisdiction to which it is subject or in or from which it uses the $CIFD Coins.
4.13 The Purchaser has sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of its purchase of the $CIFD Coins and is able to bear the risks thereof, including those set out in Annexure I. The Purchaser has acquired sufficient information about the Company to reach an informed and knowledgeable decision to execute this Agreement.
4.14 The Purchaser recognises that nothing in this Agreement nor the purchase of the Purchaser Coins (i) provides the Purchaser with any claim whatsoever with respect to the Company, any entity in the Group, the Company’s Affiliates or its or their respective assets, (ii) provides the Purchaser with any ownership or economic interest whatsoever in the Company, any entity in the Group, or any Affiliate of the Company, (iii) provides the Purchaser with any management rights in the Company, any entity in the Group, or any Affiliate of the Company, or (iv) provides the Purchaser, in relation to the Company, any entity in the Group, or any Affiliate of the Company, with any rights of a member or shareholder, any right to vote for the election of directors or upon any matter submitted to members or shareholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise, or to receive any dividend or other distribution.
4.15 The Purchaser understands that Purchaser bears sole responsibility for any taxes as a result of the matters and transactions that are the subject of this Agreement, and any future acquisition, ownership, use, sale or other disposition of $CIFD Coins held by the Purchaser. To the extent permitted by Law, the Purchaser agrees to indemnify, defend and hold the Company, entities in its Group, its Affiliates, and their respective directors, officers, shareholders, employees, agents, successors and assigns (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of the Company that result from the issuance of $CIFD Coins to the Purchaser pursuant to section 2.1 of this Agreement) associated with or arising from the Purchaser’s purchase of $CIFD Coins hereunder, or the use or ownership of the Coins.
4.16 The Purchaser acknowledges and agrees that $CIFD Coin is not construed, interpreted, classified or treated as:
4.16.1 any kind of deposit, legal tender, money, or any representation thereof (including e-money) under BVI Law;
4.16.2 a security under BVI Law; or
4.16.3 any investment or financial instrument, proprietary interest (including any right, title, interest or benefit whatsoever in whole or in part to any property or asset), economic right (including any kind of right to payment, income, dividend, return, profit, or other return) or any derivative instrument of any of the foregoing in any jurisdiction.
4.17 Funds; Payments.
4.17.1 Funds. The funds, including any Digital Asset that the Purchaser uses to purchase $CIFD Coins, are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Purchaser will not use the $CIFD Coins to finance, engage in, or otherwise support any unlawful activities.
4.17.2 Payments. All payments by Purchaser under this Agreement will be made only in Purchaser’s name, from a Wallet not located or hosted in a country or territory that has been designated as a high-risk or “non-cooperative country or territory” by the Financial Action Task Force, an “unco-operative tax haven” by the Organisation for Economic Co-operation and Development, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such Laws may be amended from time to time.
4.18 Miscellaneous Regulatory Compliance:
4.18.1 AML/CFT. To the extent required by applicable Laws, the Purchaser complies with all AML/CFT requirements. The Purchaser shall not use the proceeds of any criminal or illegal activity or money laundering activity to purchase the Purchaser Coins, and shall not purchase the Purchaser Coins for any illegal purpose under the Laws of any jurisdiction.
4.18.2 Sanctions Compliance. Neither Purchaser, nor any person having a direct or indirect beneficial interest in Purchaser or $CIFD Coins being acquired by Purchaser, or any person for whom Purchaser is acting as agent or nominee in connection with the use of the $CIFD Coins (aside from the purchase of them), is the subject of sanctions administered or enforced by any intergovernmental organization, country or Governmental Authority (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
5. PURCHASER COVENANTS
The Purchaser covenants to the Company that:
5.1 The Purchaser is responsible for implementing reasonable measures for securing, if applicable, the Wallet, Digital Asset vault or other storage mechanism used to receive and hold Coins purchased under this Agreement, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If the private key(s) or other access credentials are lost, the Purchaser may lose access to the $CIFD Coins. The Company is not responsible for any such losses.
5.2 The Purchaser will not use the $CIFD Coins in connection with any activity that violates applicable Laws in any relevant jurisdiction, including, but not limited to, use of the $CIFD Coins in connection with transactions that violate applicable Laws.
5.3 The Purchaser agrees to be bound by any affirmation, assent or agreement that it transmits to the Company or the Company’s Affiliates or agents, by computer or other electronic device, including internet, telephonic and wireless devices, as further set out in section 10.7.
6. RISKS
Purchaser acknowledges the risks relating to the $CIFD Coins set out in Annexure I to this Agreement.
7. LIMITATION OF LIABILITY; INDEMNIFICATION
7.1 Limitation of Liability. Nothing in this Agreement shall exclude or limit our liability for fraud, willful misconduct or any other liability which cannot be lawfully excluded or limited. UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ITS OFFICERS, AFFILIATES, OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, ECONOMIC OR PUNITIVE DAMAGES, OR LOSS OF PROFIT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY PURSUANT TO THIS AGREEMENT.
7.2 Damages. The aggregate liability of the Company and its directors and officers (jointly), whether in contract, warranty, tort or other action, for damages to Purchaser under this Agreement shall not exceed the amount received by the Company from Purchaser.
7.3 Force Majeure. Purchaser understands and agrees that Company shall not be liable and disclaims all liability to Purchaser in connection with any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
7.4 Indemnification:
7.4.1 To the fullest extent permitted by applicable Law, the Purchaser will indemnify, defend, and hold harmless and reimburse the Company, its Affiliates, and their respective directors, officers, agents, employees, shareholders, successors and assigns from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by the Company arising from or relating to:
7.4.1.1 the Purchaser’s breach of or violation of this Agreement;
7.4.1.2 the Purchaser’s violation of any applicable Laws in relation to the Purchaser’s participation in the Coin Sale or use of $CIFD Coins;
7.4.1.3 any inaccuracy in any representation or warranty of the Purchaser;
7.4.1.4 the Purchaser’s violation of any rights of any other person or entity;
7.4.1.5 the Purchaser’s provision of false, incomplete or misleading information (including, without limitation, citizenship, residency, nationality or place of incorporation);
7.4.1.6 any enquiries or enforcement actions by relevant regulatory or supervisory Governmental Authorities directed at the Purchaser in relation to the Purchaser’s participation in the Coin Sale or use of $CIFD Coins;
7.4.1.7 the Purchaser’s failure to secure a Wallet, Digital Asset vault or other storage mechanism to receive or hold $CIFD Coins; and/or
7.4.1.8 any act or omission of the Purchaser that is negligent, unlawful or constitutes willful misconduct.
7.4.2 The Purchaser will cooperate fully in the Company’s defence of any allegation or any third-party legal proceeding. The Company reserves the right to exercise sole control over the defence, at Purchaser’s expense, of any claim subject to indemnification under this section 7.4.
8. CANCELLATION & REFUSAL OF PURCHASE REQUESTS
8.1 The Purchaser’s purchase of the $CIFD Coins from the Company is, subject to the remainder of this section 8, final, and there are no refunds or cancellations except as may be required by applicable Laws; and the Purchaser waives any rights to be refunded any amounts which it has paid to the Company in exchange for the $CIFD Coins or to cancel any purchase.
8.2 At any time prior to the date that the $CIFD Coins are issued and delivered to the Purchaser in accordance with section 2.4, the Company reserves the right to refuse or cancel any request(s) to purchase or purchases of the $CIFD Coins, or any part thereof, and return the corresponding proportion of the purchase price to the Purchaser.
8.3 Notwithstanding the foregoing, the Company reserves the right to refuse or cancel any request(s) to purchase or purchases of the $CIFD Coins (as the case may be), or any part thereof, at any time in the Company’s sole and absolute discretion (without giving reasons), including, without limitation, in connection with an adverse change of the regulatory environment.
8.4 Any refund of the purchase price done as a part of applicable law shall be less network fees at the time of payment or refund, whichever would result in a lower value of the refund (as the same may be conclusively determined by the Company). No interest will accrue on the value of any refund and the Company shall be entitled to charge a processing fee not exceeding 15% of the refund amount.
8.5 At any time during the Coin Sale, the Company may either temporarily suspend or permanently abort the Coin Sale at its sole discretion without providing any reasons whatsoever. During any period of suspension or in the event that the Coin Sale is aborted, the $CIFD Coins will not be available for purchase.
9. DISPUTE RESOLUTION
9.1 Informal Negotiation: The Purchaser and Company shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”).
9.2 If a Dispute arises, the Purchaser must, within ten days of such a dispute arising, send a notice to the Company clearly specifying every aspect of the Dispute, and setting out its nature and full particulars.
9.3 In case the Purchaser does not receive a response within thirty (30) business days, he must send another notice to the Company via email, specifying every aspect of the Dispute and proposing possible resolutions. Once acknowledged by the Company, the Company shall attempt in good faith to resolve the Dispute.
9.4 If the Company fails to resolve the Dispute within a period of sixty (60) business days, the Purchaser may initiate arbitration proceedings in accordance with Clause 9.5 below.
9.5 Arbitration: If after following the steps in Clauses 9.1-9.4, the Dispute remains unresolved, the Purchaser may refer the Dispute for final resolution through binding arbitration administered by the London Court of International Arbitration (the “LCIA”) in accordance with the LCIA rules in force at the time of the commencement of the arbitration. The seat of arbitration shall be London. The language of the arbitration shall be English. The number of arbitrators shall be one (1).
9.6 The Company retains the right to bring any Dispute against the Purchaser in any venue or court of competent jurisdiction, including the obtaining of injunctive relief in the courts of any jurisdiction, as determined in the sole discretion of the Company.
10. MISCELLANEOUS 10.1 Termination.
10.1.1 The Company reserves the sole and absolute discretion to terminate the Agreement at any time, for any
reason, by giving notice to the Purchaser or by publishing a notice on the Website.
10.1.2 In addition, this Agreement shall expire and terminate upon:
10.1.2.1 the delivery of the number of Coins as promised to the Purchaser pursuant to the terms of this
Agreement;
10.1.2.2 the dissolution or winding up of the Company;
10.1.2.3 Purchaser’s breach of the representations and warranties under this Agreement, as decided by the Company in its sole discretion;
10.1.2.4 the Company’s cancellation of the Purchase as per the terms set out in this Agreement.
10.1.3 Without prejudice to the generality of the foregoing, if the Purchase Amount is not received by the agreed time as set out above in the designated wallet address (as confirmed by at least forty (40) confirmations on the relevant blockchain network), this Agreement shall be automatically terminated unless the Company indicates otherwise in writing.
10.1.4 Upon the termination of this Agreement, the Purchaser shall not be entitled to any refund of any amount paid whatsoever.
10.1.5 The termination of the Agreement for any reason shall not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach which existed at or before the date of termination. Further, on termination, provisions in this Agreement which expressly or are by their nature intended to survive shall continue in full force and effect.
10.2 Intellectual Property Rights. All Intellectual Property Rights in and to the Website, the Platform and the Coins, including their constituent elements, shall at all times belong to the Company, its Affiliates, entities in the Group, or the respective third party proprietors (as the case may be). Save as set out in this section 10.2, no Intellectual Property Rights are granted directly, by implication or otherwise by any such holder of Intellectual Property Rights. The Company grants each Purchaser a limited permission to electronically copy and to print in hard copy this Agreement and portions of any other Company Document which is presented on the Website or made available to the Purchaser for the sole purpose of purchasing and managing any purchase of the Coins. All other use of the foregoing materials without the prior written permission of the Company is strictly prohibited.
10.3 Governing Law. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the Laws of British Virgin Islands without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the Laws of another jurisdiction.
10.4 Assignment. The Purchaser may not assign its rights and obligations hereunder without the prior written consent of the Company. Any assignment or transfer in violation of this section 10.4 will be void. Notwithstanding anything contained herein, this Agreement and the rights and/or obligations contained herein may be assigned and/or novated without the Purchaser’s consent by the Company to any Affiliate of the Company, or to any member, officer or director of the Company (including without limitation any assignment or novation in connection with a reincorporation to change the Company’ domicile). The Purchaser hereby gives express upfront consent to any such assignment or novation by the Company of this Agreement, and (if advised to be appropriate by the Company’s counsel) agrees to execute all documents and/or take all steps required by the Company in order to give effect to this Clause. Subject to the foregoing, this Agreement, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. 10.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all previous agreements, understandings and undertakings. No representation whether made orally or in writing or before or after the execution of this Agreement shall form part of this Agreement or be used in its interpretation. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
10.6 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
10.7 Electronic Communications. The Purchaser agrees and acknowledges that all agreements, notices, disclosures and other communications that the Company provides to the Purchaser pursuant to this Agreement or in connection with or related to the Purchaser’s purchase of $CIFD Coins, including this Agreement, may be provided by the Company, in its sole discretion, to the Purchaser, in electronic form. Subject to notice requirements under section 9 (Dispute Resolution), and unless the context of the Agreement requires otherwise, you agree and understand that all communication with you will be via email. You acknowledge and understand that this is the only authorised way to contact us. You agree to keep your email address up-to-date and immediately notify us if there are any changes. Delivery of any communication to the email address on record is considered valid. If we send an email to the email address on record, you agree and understand that this constitutes written notice from us to you. If you send us an email at ________________, this constitutes written notice from you to us. A communication by email is deemed to be duly given or made, when the email is transmitted (including by way of a mail delivery report confirming receipt by the other party) except where the time of dispatch is not between 09:00am and 5:00pm on a Business Day in the place to which such notice is sent, in which case the notice will be deemed to have been received at the commencement of business on the next Business Day in that place.
10.8 Right of Third Parties. No person who is not a party to this Agreement has any rights to enforce any term of this Agreement.
10.9 No Waivers. The failure, or any omission or delay, by the Company to exercise or enforce any right or provision of this Agreement will not constitute a present or future waiver of such right or provision nor limit Company’s right to enforce such right or provision at a later time. All waivers by Company must be unequivocal and in writing to be effective.
10.10 Privacy. By participating in the Coin Sale or otherwise submitting or making available any personal data to the Company, the Purchaser consents to the collection, use and disclosure of such personal data in accordance with the privacy policy of the Company. In the case that you provide personal data of others to us, you agree that you have obtained the necessary rights and consents to do so.
10.11 Relationship between Parties. The Agreement neither creates nor establishes any form of partnership, joint venture or any similar relationship between the Purchaser, the Company or any other individuals or entities involved with Coin or the deployment of the Platform.
By Purchasing the $CIFD available on www.cifdaq.io and clicking on “I accept”, the Purchaser has duly agreed to the terms of this Agreement.
Annexure I
Certain Risks Relating to Purchase, Sale and Use of $CIFD Coins
Important note: as noted elsewhere in this agreement, $CIFD Coin is not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this annexure is intended to form the basis for any investment decision, and no specific recommendations are made or intended. CIFDAQ 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 annexure ii, (ii) any error, omission or inaccuracy in any such information (iii) any action resulting from such information or (iv) the sale or use of $CIFD Coin.
By purchasing, holding, and using $CIFD Coin, the Purchaser expressly acknowledges that it understands and assumes a variety of risks (including without limitation the following risks):
1. Risk of changes in functionality
$CIFD Coin does not have any rights, uses, purpose, attributes, functionalities, or features, express or implied, except for those which are specifically described in the Coin Documentation, and which may change from time to time.
2. Risks Associated with the related Blockchain and underlying protocol
Because $CIFD Coin and the CIFDAQ platform are based on blockchain technology, any malfunction, breakdown or abandonment of the relevant blockchain may have a material adverse effect on the CIFDAQ platform or $CIFD Coin. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to $CIFD Coin and the CIFDAQ platform by rendering ineffective the cryptographic consensus mechanism that underpins the relevant blockchain. The future of cryptography and security innovations is highly unpredictable.
Further, products or services available on the CIFDAQ platform may require digital assets provided by a user to be deposited with, "staked" with and/or otherwise require interaction with various third-party decentralised finance protocols which primarily comprise smart contracts deployed on the relevant blockchain. These third-party decentralised finance protocols and the development team behind these protocols are independent third parties, so CIFDAQ and its Related Entities have no control over these protocols or teams. These deployed smart contracts underlying the decentralised finance protocols may contain security vulnerabilities, errors, failures, bugs or economic loopholes which may be exploited by third parties, causing you to suffer losses in connection with any product(s) available on the CIFDAQ platform. Neither CIFDAQ nor any Group Entity can be responsible for any such security vulnerabilities, errors, failures, bugs, or economic loopholes.
3. Risk of Losing Access to $CIFD Coin Due to Loss of Private Key(s)
A private key, or a combination of private keys, is necessary to control and dispose of $CIFD Coin stored in the Purchaser's digital wallet, vault, or other storage mechanism. Accordingly, loss of requisite private key(s) associated with the Purchaser's digital wallet, vault or other storage mechanism storing $CIFD Coin may result in loss of such $CIFD Coin. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service used by the Purchaser, may be able to misappropriate any $CIFD Coin held by the Purchaser. The CIFDAQ cannot be responsible for any such losses.
4. Risk of Blockchain Level Attacks
As with other decentralised cryptographic tokens based on blockchain technology, $CIFD Coin is susceptible to attacks by nodes or validators responsible for validating/confirming $CIFD Coin transactions on the relevant 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 CIFDAQ platform and $CIFD Coin, including, but not limited to, accurate execution and recording of transactions involving $CIFD Coin.
5. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organisations may attempt to interfere with the CIFDAQ platform or $CIFD Coin 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 CIFDAQ platform is based on open-source software, there is a risk that a third party or a member of CIFDAQ may intentionally or unintentionally introduce weaknesses into the core infrastructure of the CIFDAQ platform, which could negatively affect the CIFDAQ platform and $CIFD Coin.
6. Risk of Uninsured Losses
Unlike in the case of bank accounts or accounts at financial institutions, $CIFD Coin is uninsured unless the Purchaser specifically obtains private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by any CIFDAQ to provide recourse (and in any event, the CIFDAQ is not obliged to compensate or insure the Purchaser for any event of loss or loss of utility value).
7. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of $CIFD Coin and distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern digital asset markets. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the CIFDAQ platform and $CIFD Coin. 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 CIFDAQ platform and $CIFD Coin. Regulatory actions could negatively impact the CIFDAQ platform and $CIFD Coin in various ways, including, for purposes of illustration only, through a determination that $CIFD Coin is a regulated financial instrument that requires registration or licensing, the CIFDAQ platform may not be able to provide regular service in certain areas. CIFDAQ may cease operations in a jurisdiction, or even abandon certain features of the project, in the event that regulatory actions, or changes to applicable law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
8. Risks Arising from Taxation
The tax characterisation of $CIFD Coin and this SAFT is uncertain. The CIFDAQ intends to treat $CIFD Coin and this SAFT neither as an equity interest nor as a debt interest in the CIFDAQ for tax purposes. It is possible that the CIFDAQ’s intended treatment of $CIFD Coin and this Agreement may be challenged, so that the tax consequences to the Purchaser and the CIFDAQ relating to $CIFD Coin and this SAFT could differ from those described above. The Purchaser must seek its own tax advice in connection with purchasing, holding and utilising $CIFD Coin, which may result in adverse tax consequences to the Purchaser, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.
9. Risk of alternative networks / competitors
It is possible that alternative networks could be established in an attempt to facilitate services that are similar to the Services, or alternative networks could be established that utilise the same or similar code and protocol underlying $CIFD Coin and/or the CIFDAQ platform. The CIFDAQ platform may compete with these alternative networks, which could negatively impact the CIFDAQ platform and/or $CIFD Coin.
10. Risk of Insufficient Interest in the CIFDAQ platform or Distributed Applications
It is possible that the CIFDAQ 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 ecosystems (such as that on the CIFDAQ platform) more generally. Such lack of use or interest could negatively impact the development of the CIFDAQ platform and therefore the potential utility of $CIFD Coin.
11. Risks Associated with the Development and Maintenance of the CIFDAQ platform
The CIFDAQ platform is still under development and may undergo significant changes over time. Although it is intended for $CIFD Coin and the CIFDAQ platform to follow the specifications set forth in Schedule 1, and the relevant Group Entity will endeavour to work towards those ends (subject to internal business considerations), changes may be required to be made to the specifications of $CIFD Coin or the CIFDAQ platform for any number of reasons. This could create the risk that $CIFD Coin or the CIFDAQ platform, as further developed and maintained, may not meet the Purchaser's expectations or requirements at the time of purchase. Furthermore, despite the CIFDAQ's good faith efforts to develop and maintain the CIFDAQ platform, it is still possible that the CIFDAQ platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the CIFDAQ platform and $CIFD Coin.
12. Inadequate disclosure of information
As at the date hereof, the CIFDAQ platform is still under development and its design concepts, consensus mechanisms, algorithms, codes, and other technical details and parameters may be constantly and frequently updated and changed. Although this SAFT contains the most current information relating to the CIFDAQ platform, it is not absolutely complete and may still be adjusted and updated by the team from time to time. The team has no ability and obligation to keep holders of $CIFD Coins informed of every detail (including development progress and expected milestones) regarding the project to develop the CIFDAQ platform, hence insufficient information disclosure inevitable and reasonable.
13. Risk of an Unfavourable Fluctuation of Currency Value
The CIFDAQ intends to use the proceeds from selling $CIFD Coin to support the maintenance and development of the CIFDAQ platform. The proceeds of the sale of $CIFD Coin will be mainly denominated in USDT, USDC and possibly other digital assets, and may be converted into other cryptographic and fiat currencies. In addition, sales of $CIFD Coin may also be denominated in fiat currencies. If the value of digital assets fluctuates unfavourably during or after the sale of $CIFD Coin, the relevant Group Entity may not be able to support development plans, or may not be able to maintain the CIFDAQ platform in the manner that it intended.
14. Risks Related to Our Corporate Structure
The legal structure for the Group Entities (including the intra-Group arrangements) is bespoke and there is no generally accepted standard or structure for similar projects in the distributed ledger technology space. The legal structure had been designed to address certain specific legal risks, and attempt to decentralise the management and control, as well as economic risks and benefits relating to the CIFDAQ platform and $CIFD Coin; but there is no legal precedent for whether these structures are effective and it is difficult to predict the position that a regulator may adopt. The legal structure and contractual arrangements may not be effective in decentralising management and control, thereby adversely affecting the value of the CIFDAQ platform and/or $CIFD Coin.
15. Risk of Dissolution of the CIFDAQ, any Group Entity or the CIFDAQ platform
Start-up companies such as the CIFDAQ involve a high degree of risk. Financial and operating risks confronting start-up companies are significant, and the CIFDAQ is not immune to these. Start-up companies often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved.
It is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of cryptographic and fiat currencies, decrease in the utility of $CIFD Coin due to negative adoption of the CIFDAQ platform, the failure of commercial relationships, or intellectual property ownership challenges, the CIFDAQ platform may no longer be viable to operate and the CIFDAQ or any Group Entity may be dissolved.
16. Risks Arising from Lack of Governance Rights
Because $CIFD Coin confers no governance rights of any kind with respect to the CIFDAQ or any Group Entity, all decisions involving the CIFDAQ or its Affiliates will be made by the relevant Group Entity at its sole and absolute discretion, including, but not limited to, decisions to discontinue the operations or development of the CIFDAQ platform, to create and sell more $CIFD Coin for use within the CIFDAQ platform, or to sell or liquidate any Group Entity. These decisions could adversely affect the CIFDAQ platform and $CIFD Coin held by the Purchaser.
17. Risks Involving Cloud Storage
As the CIFDAQ platform may provide or utilise a decentralised cloud storage service for users and applications, therefore the Services are susceptible to a number of risks related to the storage of data in the cloud. The Services may involve the storage of large amounts of sensitive and/or proprietary information, which may be compromised in the event of a cyberattack or other malicious activity. Similarly, the Services may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. Because users can utilise a variety of hardware and software that may interface with the CIFDAQ platform, there is the risk that the Services may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Group Entities do not control. The risk that the Services may face increasing interruptions and the CIFDAQ platform may face additional security vulnerabilities could adversely affect the CIFDAQ platform and therefore the future utility of any $CIFD Coin held by the Purchaser.
18. Forking
The CIFDAQ platform is a community project and certain elements are open-sourced. The CIFDAQ (nor any Group Entity) does not and cannot monopolise the development, marketing, operation or otherwise of the CIFDAQ platform and blockchain. Any entity may independently develop a patch or upgrade of the source code of the CIFDAQ platform and blockchain without prior authorisation of any other party, and launch the same by deployment on any blockchain network. The acceptance of these patches or upgrades by a sufficient (not necessarily overwhelming) percentage of $CIFD Coin holders could result in a "fork" in the network, and consequently two diverging networks will emerge and remain. Each branch arising from the fork will have its own native cryptographic tokens – accordingly there will be two different versions of the CIFDAQ platform and/or $CIFD Coin respectively residing in the two divergent branches with almost identical technical features and functions. The tokens on the diverging network will not be $CIFD Coin.
Further, it is theoretically possible for each branch of the forked blockchain to be further forked an unlimited number of times. The temporary or permanent existence of forked blockchains could adversely affect the operation of the CIFDAQ platform and blockchain and the $CIFD Coin held by the Purchaser, and may ruin the sustainability of the CIFDAQ platform.
19. Risks associated with a lack of markets for $CIFD Coin
There is no prior market for $CIFD Coin and the sale of $CIFD Coin may not result in an active or liquid market for $CIFD Coin. $CIFD Coin is designed to be utilised solely within the CIFDAQ platform, hence there may be illiquidity risk with respect to $CIFD Coin held by the Purchaser. $CIFD Coin is not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor is it backed by any hard assets or other credit nor is it a "commodity" in the usual and traditional sense of that word. The CIFDAQ is not responsible for, nor does the CIFDAQ pursue, the circulation and trading of $CIFD Coin on any market. Trading of $CIFD Coin will merely depend on the consensus on its value between the relevant market participants. No one is obliged to purchase any $CIFD Coin from any holder of $CIFD Coin, nor does anyone guarantee the liquidity or market price of $CIFD Coin to any extent at any time. Furthermore, $CIFD Coin may not be resold to a purchaser who is a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a Restricted Territory or to purchasers where the purchase of $CIFD Coin may be in violation of applicable laws. Accordingly, the CIFDAQ cannot ensure that there will be any demand or market for $CIFD Coin, or that the Purchase Amount paid for $CIFD Coin is indicative of any market valuation or market price for $CIFD Coin.
Even if secondary trading of $CIFD Coin is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to $CIFD Coin (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile, decline below the Purchase Price which the Purchaser had paid for $CIFD Coin, and/or diminish to zero.
20. Inflation
Due to the nature and operation of blockchain protocols, the total amount of circulating $CIFD Coin could increase through the adoption of a new patch or upgrade of the source code. Any inflation in the quantity of $CIFD Coin could adversely affect the market price of $CIFD Coin, and consequently Purchasers may suffer economic losses. Neither the CIFDAQ nor any Group Entity provides any guarantee that a Purchaser would be compensated (in any manner) for such inflation.
21. Loss of Talent
The development of the CIFDAQ platform depends on the continued cooperation of the existing technical team and expert consultants, who are highly knowledgeable and experienced in their respective sectors. The loss of any member may adversely affect the CIFDAQ platform or its future development. Further, stability and cohesion within the team is critical to the overall development of the CIFDAQ platform. There is the possibility that conflict within the team and/or departure of core personnel may occur, resulting in negative influence on the project in the future.
22. Failure to develop
The CIFDAQ platform is still in the developmental stage, hence there may be large changes to the final design before the official version is released. There is the risk that the development of the CIFDAQ platform will not be executed or implemented as planned, or may not meet any expectation of purchasers of $CIFD Coin, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or $CIFD Coin, unforeseen technical difficulties, and shortage of development funds for activities.
23. Unanticipated Risks
Cryptographic tokens such as $CIFD Coin are a new and untested technology. In addition to the aforementioned risks, there may be other risks associated with the Purchaser's purchase, holding and use of $CIFD Coin, including those that the CIFDAQ cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks discussed in this Annexure I.