HUMANS WORLDWIDE INTELLIGENCE NETWORK
SENSE TOKEN CROWDSALE TERM
PLEASE READ THESE TERMS CAREFULLY. NOTE THAT SECTION 20 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH MAY AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.
Your purchase of SENSE Tokens ("SENSE" or "Tokens") during the Crowdsale (as defined below) from Humans Worldwide Intelligence Network, a Cayman Islands exempted company (the "Company," "we," or "us"), is subject to these terms of sale ("Terms").
By purchasing Tokens from us during the Crowdsale, you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at [email protected]
You and the Company agree as follows:
1.Tokens: Crowdsale. The Company intends to create a total of 663,636,366 SENSE Tokens, which will be allocated for sale, use by the Company, delivery to existing Sensay Coin holders, and for promotional and incentivization purposes as set forth in Exhibit A. As set forth in Exhibit A, approximately 115,833,334 Sale Tokens within the Soft Cap and 182,500,000 Sale Tokens within the Hard Cap (as defined in Exhibit A) are being made available for purchase in the crowdsale (the "Crowdsale") and associated pre-sale (the "Pre-Sale") for the token sales to which these Terms apply (the Crowdsale and Pre-Sale are collectively the "Token Sale").
2.Commencement and Duration of Crowdsale. The Crowdsale will begin at 9am EDT on November 7, 2017 and end at 6pm EDT on November 30, 2017 or when all of the Sale Tokens have been sold, whichever is earlier (in either case, the "Crowdsale End Date").
3.Eligibility to Participate in the Token Sale. In order to be eligible to participate in the Token Sale, you must:
(a)Comply with all the terms and conditions set forth in these Terms.
(b)Pre-register and provide all of the required Registration Information (as defined in Exhibit B) to the Company.
4.Purchase and Sale of Sale Tokens During the Token Sale.
(a)The price, terms, and conditions governing the purchase and sale of Tokens in the Token Sale are set forth in Exhibit B of these Terms.
(b)Binding Purchase. You acknowledge and agree that your acceptance of these Terms and your transmission of payment in ETH constitutes a binding present obligation to purchase the corresponding quantity of Tokens.
5.Delivery of Sale Tokens; Right to Refund & Cancellations
(a)Delivery of Sale Tokens. Provided you have a valid Token Receipt Address, the Company will deliver the Tokens you purchase during the Token Sale to you as soon as possible following the Crowdsale End Date. The Company will make every effort to do so by no later than one week following the Crowdsale End Date and commits to doing so by no later than 27 days after the Crowdsale End Date.
(b)Right to Refund. Your purchase of SENSE from us during the Token Sale is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. The Company may, in its sole discretion, terminate all of its obligations under these Terms of Token Sale and return any funds tendered by you as payment for SENSE.
6.Purpose and Use of Tokens in the Ecosystem; Possible Migration of Tokens.
(a)The purpose of the Tokens is to facilitate the use of the Humans Worldwide Intelligence Network ("Network") and the smart contracts the Company makes available for use within the Network (collectively, the "Ecosystem") and associated services provided by the Company (the "Services"), as detailed in the whitepaper attached as Exhibit C (the "Whitepaper"). The Tokens will be usable in the Ecosystem on or around the date on which they are delivered. While the Company intends to continue to develop the Ecosystem as detailed in the Whitepaper, the Company makes no guarantees that it will do in the manner or on the timing contemplated in the Whitepaper. The Company reserves the right to implement features of the Ecosystem and the Services in a manner that varies from its current intent as the Company believes is necessary or desirable in light of business, technical, or legal/regulatory considerations.
(b)Purchase, ownership, receipt, or possession of Tokens carries no rights, express or implied, other than the right to use Tokens as a means to enable usage of the Ecosystem and Services. In particular, you understand and accept that Tokens do not represent or confer any ownership right or stake, share, security, or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Company, the Ecosystem, or any other the Company offering. The Tokens are not intended to be a security or a regulated commodity interest, and you agree and acknowledge that you are purchasing the Tokens for use in the Ecosystem and not for speculative investment purposes or financial gain, and accordingly, these Terms do not constitute any invitation (to the public in the Cayman Islands or otherwise) to subscribe for any securities.
(c)The Tokens will be delivered to you as ERC-20 compliant Ethereum network tokens. The wallet software you use to access your Token Receipt Address (and any address to which you subsequently transfer the Tokens) must be compatible with Ethereum ERC-20 tokens.
(d)The Company reserves the right to migrate the ERC-20 Tokens to another protocol in the future should the Company determine, in its reasonable discretion, that doing so is necessary or desirable. Upon the Company's request, you agree to take any and all actions reasonably necessary to effectuate the migration of your ERC-20 Tokens to another protocol identified by the Company. If you fail to effectuate such migration, the Tokens may not be compatible with the Ecosystem or the Services going forward. Notwithstanding any other provision of these Terms, the Company will not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the Parties, which you may suffer, sustain or incur, arising out of or relating to your failure to effectuate such migration of your ERC-20 Tokens to another protocol identified by the Company.
(a)Unless otherwise stated herein, these Terms only govern your purchase of Sale Tokens from the Company during the Token Sale.
(b)Use of Tokens in connection with the Ecosystem or providing or receiving the Services may be governed by other applicable terms and conditions and policies of the Company or third parties.
8.Cancellation; Refusal of Purchase Requests. All Sale Token purchases from the Company are final, and there are no refunds or cancellations, except as expressly provided in these Terms or as may be required by applicable law or regulation. The Company reserves the right to refuse or cancel Sale Token purchase requests at any time in its sole discretion.
9.Token Allocation. Important information about the Company's creation and intended use of the Tokens is provided in Exhibit A. By purchasing Tokens, you acknowledge that you have read and understand Exhibit A.
10.Acknowledgment and Assumption of Risks. You acknowledge and agree that there are risks associated with purchasing Tokens, owning Tokens, and using Tokens for the provision or receipt of Services and/or accessing the Ecosystem, including without limitation as disclosed and explained in Exhibit D. BY PURCHASING TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
11.Security. You are responsible for implementing reasonable measures for securing your Token Receipt Address and the wallet software you use to access that address, and any other address, wallet, vault, or other storage mechanism you use to receive, hold, or access Sale Tokens purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Sale Tokens. Notwithstanding any other provision of these Terms, the Company will not be responsible or liable for any damages, losses, costs, penalties, fines, or expenses arising out of or relating to (i) your failure to implement reasonable measures to secure the wallet, vault, or other storage mechanism you use to receive and hold Sale Tokens or the relevant access credentials; or (ii) the loss of or unauthorized use of any of your access credentials.
12.Personal Information. In addition to the Registration Information, the Company may determine, in its sole discretion, that it is necessary to obtain further information about you or (if relevant) your beneficiaries, shareholders, beneficial owners, partners, directors, officers, or any other individuals connected to you in order to complete the Token Sale or provide the Services, or in order to comply with applicable laws or regulations or requests of any regulator in any relevant jurisdiction, in connection with selling Sale Tokens or providing the Services to you (collectively with the Registration Information, "Personal Information"). You agree to promptly provide the Company with the Personal Information it requests as a condition of your participation in the Token Sale. You agree that any Personal Information you provide (including information relating to any third party) may be collected, used, and disclosed by the Company in order for the Company or its affiliates to complete the Token Sale or provide the Services, or to comply with laws or regulations or requests of any regulator in any relevant jurisdiction. You acknowledge that the Company may refuse to sell Sale Tokens to you or to provide Services, until you provide such requested information and the Company has determined that it is permissible to sell you Sale Tokens and to provide the Services under applicable laws or regulations.
13.Taxes. Any amounts that you pay for Sale Tokens are exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of Sale Tokens, including, for example, sales, use, value added, and similar taxes. It is your responsibility to withhold, collect, report, and remit the correct taxes to the appropriate tax authorities. The Company is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of Sale Tokens.
14.Company Representations and Warranties. The Company represents and warrants that:
(a)The Company is a Cayman Islands Exempted Company, duly incorporated, validly existing, and in good standing under the laws of the jurisdiction of the Cayman Islands, and has the power and authority to own, lease, and operate its properties and carry on its business as now conducted.
(b)The performance by the Company of these Terms is within the power of the Company and, other than with respect to the actions to be taken when Sale Tokens are to be sold to you, has been duly authorized by all necessary actions on the part of the Company. These Terms constitute 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 certificate of incorporation, (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.
(c)The performance and consummation of the transactions contemplated by these Terms 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, license, or authorization applicable to the Company, its business, or operations.
15.Your Representations and Warranties. You represent and warrant that:
(a)You have sufficient understanding of technical and business matters (including those that relate to the Ecosystem and the Services), cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand these Terms and to appreciate the risks and implications of purchasing the Sale Tokens;
(b)You have read and understand the terms and conditions of these Terms (including all exhibits which are part of these Terms);
(c)You understand the restrictions and risks associated with the creation of Tokens as set forth herein, and acknowledge and assume all such risks;
(d)You have obtained sufficient information about the Tokens, the Services, and the Company to make an informed decision to purchase the Sale Tokens;
(e)You understand that the Tokens confer only the right to receive Services in the Ecosystem and confer no other rights of any form with respect to the Ecosystem or the Company, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
(f)You are purchasing Sale Tokens solely for the purpose of receiving Services, participating in the Ecosystem, and supporting the development, testing, deployment and operation of the Ecosystem, being aware of the commercial risks associated with the Company and the Ecosystem. You are not purchasing Sale Tokens for any other purposes, including, but not limited to, any investment, speculative, or financial purpose;
(g)Your purchase of Sale Tokens complies with applicable laws and regulations in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of the Sale Tokens and entering into contracts with the Company, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
(h)You understand and acknowledge that the Company is not registered with or licensed by any financial regulatory authority in the Cayman Islands or elsewhere. Accordingly, no Cayman Islands or other financial regulatory authority has passed upon the contents of these Terms or the merits of purchasing Sale Tokens, nor have these Terms been filed with, or reviewed by, any Cayman Islands or other financial regulatory authority.
(i)You understand and acknowledge that these Terms will not be construed as an invitation (to the public in the Cayman Islands or otherwise) to subscribe for any securities, and you understand and acknowledge that no actions of, or documentation issued by the Company, will be construed as such.
(j)You understand and acknowledge that title to, and risk of loss of, Tokens you purchase from the Company passes from the Company to you in the Cayman Islands.
(k)You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of Sale Tokens;
(l)If you are purchasing Sale Tokens on behalf of any entity, you are authorized to accept these Terms on such entity's behalf, and such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to "you" in these Terms refer to you and such entity, jointly);
(m)You are not a resident of, domiciled in, or purchasing Sale Tokens from a location in any of the following jurisdictions:
(i)New York State,
(ii)The Cayman Islands,
(iii)The People's Republic of China, or
(iv)Any other jurisdiction where your purchase of Sale Tokens is unlawful;
(n)You hereby certify that you are not (i) a citizen or resident of a geographic area in which use of the Token as contemplated as a utility token is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals List, the U.S. Department of State's Debarred Parties List or other applicable sanctions lists. You hereby represent and agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately notify the Company and cease using Tokens. Finally, you agree that you will not knowingly forward the Tokens to a party subject to U.S. or other applicable sanctions; and
(o)You will at all times maintain control of your Token Receipt Address and the private key and/or any account credentials associated with the Token Receipt Address, and will not share or disclose the private key or account credentials with any other party. If you transfer the Tokens to another address, you will similarly maintain control of, and not share or disclose the private key or account credentials for, such other address.
(a)To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless the Company and its respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (the "Company Parties") from and against all claims, demands, actions, damages, losses, costs, and expenses (including attorneys' fees) that arise from or relate to: (i) your purchase or use of Tokens, (ii) you responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any applicable law or the other person or entity.
(b)The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 16(a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
(a)TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (i) THE SALE TOKENS ARE SOLD ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, AND THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AS TO THE SALE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, (ii) THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SALE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE SALE TOKENS WILL BE CORRECTED, AND (iii) THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SALE TOKENS OR THE DELIVERY MECHANISM FOR SALE TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(b)Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section 17 may not apply to you.
18.Limitation of Liability.
(a)TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (i) IN NO EVENT WILL THE COMPANY BE LIABLE FOR LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME, OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE SALE TOKENS 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 AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SALE TOKENS, EXCEED THE U.S. DOLLAR EQUIVALENT OF THE AMOUNT YOU PAID TO THE COMPANY FOR THE SALE TOKENS AS VALUED AT THE TIME OF YOUR PURCHASE.
(b)THE LIMITATIONS SET FORTH IN SECTION 18(a) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL, WILLFUL, OR RECKLESS MISCONDUCT OF THE COMPANY.
(c)Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section 18 may not apply to you.
19.Release. To the fullest extent permitted by applicable law, you release the Company and the other the Company Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles, and including similar laws in other applicable jurisdictions, that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
20.Dispute Resolution; Arbitration. PLEASE READ THE FOLLOWING SECTION CAREFULLY, BECAUSE IT CONTAINS ADDITIONAL PROVISIONS APPLICABLE ONLY TO INDIVIDUALS LOCATED, RESIDENT, OR DOMICILED IN THE UNITED STATES. IF YOU ARE LOCATED, RESIDENT, OR DOMICILED IN THE UNITED STATES, THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
(a)Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") in which either Party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets, or patents, you and the Company (i) waive your and the Company's respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and the Company's respective rights to a jury trial. Instead, you 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).
(b)No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you 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.
(c)Federal Arbitration Act. These Terms affect interstate commerce and the enforceability of this Section 20 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA"), to the maximum extent permitted by applicable law.
(d)Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to the Company will be sent by e-mail to the Company at [email protected] Notice to you will be by email to the email address provided to the Company. Your notice must include (i) your name, postal address, email address, and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or the Company may, as appropriate and in accordance with this Section 20, commence an arbitration proceeding or, to the extent specifically provided for in Section 20(a), file a claim in court.
(e)Process. Any arbitration will occur in Los Angeles County, California. Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services ("JAMS"), which are hereby incorporated by reference. The courts located in the state of California will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county where you reside if the Dispute meets the requirements to be heard in small claims court.
(f)Authority of Arbitrator. As limited by the FAA, these Terms, and the applicable JAMS rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which are prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
(g)Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the rules of JAMS, or (ii) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
21.Governing Law and Venue. These Terms will be governed by and construed and enforced in accordance with the laws of the Cayman Islands, without regard to conflict of law rules or principles (whether of the Cayman Islands or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
22.Severability. If any term, clause, or provision of these Terms is held unlawful, void, or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.
23.Disruption Event. In the event of a Disruption Event, the Company will have the right to suspend the Token Sale for up to forty-eight (48) hours. If the Company elects to suspend the Token Sale, the Company will publicly announce the suspension as soon as reasonably practicable and, prior to resuming the Token Sale, the Company will announce the resumption at least four (4) hours in advance. If the Company suspends the Token Sale for a period of time (the "Suspension Period") pursuant to this Section 23, the Company will determine in its sole discretion whether to (i) nevertheless end the Token Sale on the scheduled end date, or (ii) extend the Token Sale for a period equal to the Suspension Period. The Company will provide notice of its election in this regard in the public announcements of the resumption of the Token Sale following the Suspension Period. A "Disruption Event" means (i) any event or occurrence that causes a disruption in the functionality of the Ethereum network or of the blockchain network underlying any of the accepted Purchase Currency (defined in Exhibit B), and such disruption has a material adverse effect on the processing time for network transactions, or (ii) a change in the price of any accepted Purchase Currency of twenty percent (20%) or more in any twenty-four hour period.
24.Crowdsale Overage. It is possible that, due to technical or other factors, the total purchases during the Crowdsale may inadvertently exceed the Crowdsale Maximum Value (as defined in Exhibit B) by minimal amounts, which in any case will not exceed two percent (2%).
(a)Any notice required or permitted by these Terms will be deemed sufficient when sent by email to the email address you provided. If you fail to provide a valid email address, you waive your right to any notices by the Company contemplated by this Agreement.
(b)The Company may assign these Terms, in whole, without your consent, (i) in connection with a reincorporation to change the Company's domicile, (ii) in connection with any sale of all or substantially all of the Company's assets, or (iii) to any person or entity becoming the beneficial owner, directly or indirectly, of ownership interests representing more than fifty percent (50%) of the combined voting power of the Company, or otherwise acquiring the Company's voting control.
(c)The exhibits to these Terms are a part of, and are hereby incorporated into, these Terms. In the event of any inconsistency between these Terms and the exhibits to these Terms, the terms and conditions contained in these Terms will control.
(d)The Company will have the right to modify these Terms by providing you written notice of such modification, if the Company reasonably believes that such amendment or modification is necessary to comply with changes in applicable laws or regulations or the regulatory environment. Your continued use or holding of the Sale Tokens you purchased will constitute your acceptance of the modified terms.
Creation and Allocation of Tokens
1.The Company intends to create 663,636,366 Tokens.
2.Sale Tokens. Of those, 115,833,334 constitute the Tokens available for purchase during the Token Sale (the "Sale Tokens"). 115,833,334 Sale Tokens constitute the target minimum or the Soft Cap (the "Soft Cap"), which the Company plans to sell during the Token Sale. The Soft Cap may be extended for additional 66,666,666 Tokens to 182,500,000 Tokens, which constitute the target maximum or the Hard Cap (the "Hard Cap") (as defined below):
(a)Presale Soft Cap. Approximately 65,833,334 of the Sale Tokens will be made available for sale to a limited set of purchasers in advance of the Crowdsale (the "Pre-Sale Tokens") within the Presale Soft Cap. The Presale Soft Cap constitutes the minimum target number of Tokens which the Company plans to sell within the Presale.
(b)Presale Hard Cap. The Company reserves the right to increase the amount of Pre-Sale Tokens to 132,500,000 (the "Presale Hard Cap") by selling additional 66,666,666 Pre-sale Tokens based on the demand from institutional backers, advisers and business development purposes.
(c)Crowdsale. Following the Company's sale of Pre-Sale Tokens, 50,000,000 Sale Tokens are available for purchase during the Crowdsale. Any Sale Tokens that remain unsold after the conclusion of the Crowdsale will be added to the Company Inventory (as defined below).
3.Company Inventory. Another 249,166,666 Tokens will be reserved for use by the Company (the "Company Inventory"). The Company reserves the right to sell 66,666,666 Tokens out of the Company Inventory within the Presale (Presale Hard Cap), based on the demand from institutional backers, advisers and business development purposes. The Company Inventory may decrease to at least 182,500,000 Tokens in the event of realization of such Presale Hard Cap. The Company reserves the right to use the Company Inventory for any purposes at its sole discretion, including without limitation as rewards to incentivize use of the Humans Worldwide Intelligence Network. The Company Inventory will be locked for a period of 2 years and 6 months after the Crowdsale End Date and will be unlocked quarterly in the amount of 10% quarterly. Any Sale Tokens that remain unsold at the Crowdsale End Date, or that are not allocated as a Sensay Coin Replacement (described below) as of December 31, 2017 (one month after the end of the Token Sale) will be added to the inventory of the Company Tokens and will be subject to the same lockup period of 2 years and 6 months after the Crowdsale End Date, to be unlocked quarterly in the amount of 10% of the total amount.
4.Incentivization Supply. Another approximately 277,636,364 Tokens will be used to incentivize engagement, network growth, and use of the Humans Worldwide Intelligence Network via rewards and other incentives for participants in the Network (the "Incentivization Supply"). The Incentivization Supply of Tokens will be locked for a period of 2 years and 6 months after the Crowdsale End Date and will be unlocked quarterly in the amount of 10% quarterly.
5.Sensay Coin Replacement. Approximately 21,000,000 Tokens will be reserved for the existing Sensay Coin holders, where each Sensay Coin holder will receive one SENSE Token per Sensay Coin. Sensay Coin holders may convert their Sensay Coins into the SENSE Tokens starting from the time when Sensay delivers SENSE Tokens to purchasers. Any Sensay Coin Replacement Tokens that are not allocated to holders of Sensay Coins as of December 31, 2017 will be reallocated to the Company Inventory.
Token Sale Pricing, Terms, and Conditions
1.Pricing; Purchase Currencies
(a)Price Per Token. Tokens sold in the Token Sale will be priced in U.S. Dollars ("USD") at the rate of $0.10 per SENSE Token (the "Per Token Price").
(b)Purchase Currency. While the Price Per Token is set in USD, you must pay for Tokens in Ether ("ETH") or Bitcoin ("BTC"), as the Company will only accept ETH or BTC as payment (each, a "Purchase Currency"). The Company will provide the address to which ETH or BTC payments must be sent (each, a "Payment Address") after purchasers complete the Registration Process.
(c)Exchange Rate. In order to calculate the Purchase Price (defined below) in ETH or BTC, an exchange rate will be sourced from Coinbase's GDAX Exchange, one hour prior to the commencement of the Crowdsale ("Exchange Rate"), and will be utilized and effective at the time you accept the Terms. The Exchange Rate will be valid for the period of the Token Sale.
(d)Purchase Price. At the time of purchase, you will indicate the number of Tokens you wish to purchase, subject to the maximum limit set forth below ("Purchase Quantity"). The Company will inform you of the total purchase price ("Purchase Price"), which will be equal to the Purchase Quantity times the Price Per Token. You must pay the Purchase Price by sending the correct quantity of ETH or BTC to the unique address provided to you by the Company at the email address you provided to the Company. If you send an amount of ETH or BTC that varies from the Purchase Price stated by the Company, the Company reserves the right to either reject the purchase and refund the Purchase Price or accept the purchase and adjust the Purchase Quantity to reflect the price paid, based on the Price Per Token, subject in the latter case to the minimum and maximum limits set forth below.
2.Pre-Sale Discounts. The Company determined that it will offer a discount on certain Pre-Sale Tokens, on the following bases:
(a)General Pre-Sale within Soft Cap. The first 53,333,334 Pre-Sale Tokens will be sold at up to a 25% discount (at $0.075 per Token).
(b)Developer Pre-Sale within Soft Cap. There will be 12,500,000 Pre-Sale Tokens sold within the Developer Pre-Sale (defined below), and the Developer Pre-Sale Tokens will be sold at a 20% discount (at $0.08 per Token).
(c)Presale Hard Cap. The remaining 66,666,666 Pre-Sale Tokens, reserved for the sale within the Presale Hard Cap, can be sold at up to a 25% discount (at $0.075 per Token).
(d)Remainder. Any Pre-Sale Tokens that are not sold during the Pre-Sale will be re-allocated as Sale Tokens and made available for purchase during the Crowdsale.
3.Minimums and Maximums.
(a)The Token Sale will impose certain purchase parameters (each, a "Purchase Limit") with respect to purchases in amounts, as follows:
(i)Pre-Sale Purchase Limits. The Pre-Sale Tokens will have the following Purchase Limits:
(A)The minimum number of Pre-Sale Tokens a purchaser may purchase is 500,000.
(B)The maximum number of Pre-Sale Tokens a purchaser may purchase is 20,000,000.
(ii)Developer Pre-Sale Limits. To facilitate the sale of Tokens to a broad community of developers, the Company will make SENSE available to Developers (defined below) during the Pre-Sale (the "Developer Pre-Sale"). Pre-Sale Tokens sold within the Developer Pre-Sale will be sold at a 20% discount, and the minimum number of Pre-Sale Tokens that a Developer may purchase within the Developer Pre-Sale is 1,250 Tokens (or $100).
(iii)Crowdsale Purchase Limits. The maximum number of Tokens that can be purchased by an individual purchaser in the Crowdsale is 20,000,000 Tokens (no single purchaser may buy more than $2,000,000 USD worth of Tokens).
(b)Crowdsale Maximum Value. In accordance with the Price Per Token and Crowdsale Tokens available for sale, the "Crowdsale Maximum Value" is approximately $10,000,000.
4.Registration; Required Information
(a)In order to purchase Tokens in the Token Sale you must register with the Company and provide:
(i)full name, or entity name as applicable,
(ii)country of residence,
(iv)a valid Ethereum address, that you own and control, compatible with Ethereum network ERC-20 tokens, from which you will send your payment and to which your purchased Tokens will be sent (the "Token Receipt Address"), and
(v)any other information required by the Company in the registration process (collectively, the "Registration Information").
(e)In order to purchase Tokens subject to the Developer Pre-Sale, you must be a "Developer," which means, for purposes of these Terms, that you have provided the Company with sufficient information regarding your GitHub account to verify that:cleara
(i)Your GitHub account was created at least six months prior to your execution of these Terms, and
(ii)Your GitHub account reflects a minimum of five commits.
(f)The Company may require you to verify your email address and/or phone number prior to completing your registration.
(g)At its option and sole discretion, the Company, or a third-party service provider acting on the Company's behalf, may request that you provide proof of your identity.
(h)If you fail to provide Registration Information, provide incomplete or inaccurate Registration Information, or fail to provide valid proof of your identity if and as requested, you will be prohibited from participating in the Crowdsale.
(e)ETH sent without registration or sent before you have been approved for participation following your completion of the registration process will be returned to the ETH address from which they were sent.
Certain Risks Relating to Purchase, Sale, and Use of Tokens
Important Note: As noted elsewhere in these Terms, the Tokens are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this Exhibit D is intended to form the basis for any investment decision, and no specific recommendations are intended. The Company expressly disclaims all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit D, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
By purchasing, owning, and using Tokens, you expressly acknowledge and assume the following risks:
1.Risk of Losing Access to Tokens Due to Loss of Private Keys, Custodial Error, or Purchaser Error
A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of you Tokens. Additionally, your failure to follow precisely the procedures set forth for buying and receiving Tokens, including, for instance, if you provide the wrong address for the Purchaser Address, or provides an address that is not ERC-20 compatible, may result in the loss of your Tokens.
2.Risks Associated with the Ethereum Protocol
Because Tokens and the Ecosystem are based on the Ethereum protocol, any malfunction, breakdown, or abandonment of the Ethereum protocol may have a material adverse effect on the Ecosystem or Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens and the Ecosystem, including the utility of the Tokens for obtaining Services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
3.Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Ethereum protocol, the Tokens are susceptible to attacks by miners in the course of validating Token transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Ecosystem and the Tokens, including, but not limited to, accurate execution and recording of transactions involving Tokens.
4.Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the Ecosystem or the Tokens 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 Ecosystem is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Ecosystem, which could negatively affect the Ecosystem and the Tokens, including the utility of the Tokens for obtaining Services. Hackers or other malicious groups of organizations may also attempt to get access to private keys or other access credentials in any wallet, vault, or other storage mechanism used to receive and hold Sale Tokens.
5.Risks Associated with Markets for Tokens
The Tokens are intended to be used solely within the Ecosystem, and the Company will not support or otherwise facilitate any secondary trading or external valuation of Tokens. This restricts the contemplated avenues for using Tokens to the provision or receipt of Services, and could therefore create illiquidity risk with respect to the Tokens you own. Even if secondary trading of Tokens 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 Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
6.Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by the Company, to offer recourse to you.
7.Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of the Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Ecosystem and the Tokens. 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 Ecosystem and the Tokens. Regulatory actions could negatively impact the Ecosystem and the Tokens in various ways, including, for purposes of illustration only, through a determination that the purchase, sale, and delivery of the Tokens constitutes unlawful activity or that the Tokens are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
8.Risks Arising from Taxation
The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with purchasing Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes, and tax reporting requirements.
9.Risk of Competing Ecosystems
It is possible that alternative ecosystems could be established that utilize the same open source code and protocol underlying the Ecosystem and attempt to facilitate services that are materially similar to the Services. The Ecosystem may compete with these alternatives, which could negatively impact the Ecosystem and Tokens, including the utility of the Tokens for obtaining Services.
10.Risk of Insufficient Interest in the Ecosystem or Distributed Applications
It is possible that the Ecosystem 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 the Ecosystem) more generally. Such a lack of use or interest could negatively impact the development of the Ecosystem and therefore the potential utility of the Tokens, including the utility of the Tokens for obtaining Services.
11.Risks Associated with the Development and Maintenance of the Ecosystem
The Ecosystem is still under development and may undergo significant changes over time. Although the Company intends for the Tokens and Ecosystem to function as described in Exhibit C, and intends to take commercially reasonable steps toward those ends, the Company may have to make changes to the specifications of the Tokens or Ecosystem for any number of legitimate reasons. Moreover, the Company has no control over how other participants will use the Ecosystem, what products or services will be offered through the Ecosystem by third parties, or how third-party products and services will utilize Tokens (if at all). This could create the risk that the Tokens or Ecosystem, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite the Company's good faith efforts to develop and participate in the Ecosystem, it is still possible that the Ecosystem will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Ecosystem and Tokens, and the potential utility of the Tokens, including the utility of the Tokens for obtaining Services.
12.Risk of an Unfavorable Fluctuation of ETH or Other Currency Value
The Company team intends to use the proceeds from selling SENSE to contribute to the ongoing development of the Platform. If the value of ETH, BTC, or other Currencies fluctuates unfavorably during or after the Pre-Sale or the Crowdsale, the Company team may not be able to fund development, or may not be able to develop or maintain the Ecosystem in the manner that it intended. In addition to the usual market forces, there are several potential events which could exacerbate the risk of unfavorable fluctuation in the value of ETH or SENSE Tokens, including another DAO-like attack on the Ethereum network, or significant security incidents or market irregularities at one or more of the major cryptocurrency exchanges.
13.Risk of Dissolution of the Company or Ecosystem
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of ETH or SENSE Tokens (or other cryptographic and fiat currencies), decrease in the Tokens' utility (including their utility for obtaining Services), the failure of commercial relationships, or intellectual property ownership challenges, the Ecosystem may no longer be viable to operate or the Company may dissolve. The dissolution of the Company may still adversely impact the Platform and the utility of SENSE, given the Company's role in developing the Platform and its anticipated role in contributing to the ongoing development of the Platform.
14.Risks Arising from Lack of Governance Rights
Because Tokens confer no governance rights of any kind with respect to the Ecosystem or the Company, all decisions involving the Company's products or services within the Ecosystem or the Company itself will be made by the Company at its sole discretion, including, but not limited to, decisions to discontinue its products or services in the Ecosystem, to create and sell more Tokens for use in the Ecosystem, or to sell or liquidate the Company. These decisions could adversely affect the Ecosystem and the utility of any Tokens you own, including their utility for obtaining Services.
15.Risks Associated with New and Evolving Laws Impacting Decentralized Application Technology
The distributed ledger and decentralized application ecosystem, and by extension the Platform, may be subject to a variety of federal, state, and international laws and regulations, including those with respect to financial services, consumer privacy, data protection, consumer protection, content regulation, network neutrality, cyber security, intellectual property (including copyright, patent, trademark, and trade secret laws), and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Platform could be enacted, which could adversely impact the Company, the Platform, the Ecosystem, and SENSE, including SENSE's use in the Ecosystem.
Additionally, the users and developers of the Platform may be subject to industry-specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Platform, the Ecosystem, and SENSE, including SENSE's use in the Ecosystem.
16.Specific Risks Relating to Value and Function of SENSE
The launch of new features on the Platform utilizing SENSE may be delayed for reasons beyond the Company's control and may ultimately prove unsuccessful. The Company may discontinue features if they are not profitable, if regulations or licensing requirements change, or for other reasons.
The value of SENSE will depend on the Token Utility, including its acceptance as a means of attributing information to, searching for information available from, or tipping others for their messages or contributions on the Platform. The value may be affected by market conditions and other factors, including changes in the regulation of messaging or data storage or transmission. Such changes may adversely effect on the utility and value of the tokens.
Unless other entities or platforms adopt SENSE, SENSE will not have any utility during any period in which circumstances require the Company to suspend Platform operations. No other platforms have indicated that they intend to adopt SENSE.
The value of SENSE will be affected by the demand for the token relative to its supply. The Company intends to augment the supply by allowing participants to earn SENSE through activity on the Platform and by selling or releasing additional SENSE over time.
The ability to convert SENSE into other cryptocurrencies or fiat currencies will depend on the development of a trading market for the token. The Company has no obligation to promote or support trading of SENSE.
No promises of future performance or value are or will be made with respect to SENSE, including no promise of inherent value, no promise of continuing payments, and no guarantee that SENSE will hold any particular value.
The Company is a young company and the growth of the team and its capabilities may take longer than expected to result in the intended usefulness for the Tokens. The Tokens are just one product in a highly competitive market, and broad adoption by other users and developments by technology partners may take longer than expected. The usefulness of the Tokens depends on the extent of widespread adoption of the offered technology by the marketplace.
18.Risk of Lack of Adoption by Messaging and other Systems
The success of the Ecosystem, Services, and Tokens is dependent, in part, to the adoption of the Ecosystem, Services, and underlying technology by users and developers of messaging platforms and related systems. It is possible that users of and developers of messaging platforms and related systems do not adopt or use the Ecosystem. Such lack of use or interest could negatively impact the development of the Ecosystem and therefore the potential utility of the Tokens, including the utility of the Tokens for obtaining Services.
The Tokens are intended to represent a new capability on emerging technology that is not fully proven in use. As the technology matures, new capabilities may dramatically alter the usefulness of the Tokens or the ability to use or sell them. The functionality of the Tokens is complex, will require enhancements and product support over time, and full functionality may take longer than expected. The full functionality of the Tokens is not yet complete and no assurance can be provided of such completion.
Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks included in this Exhibit D there are other risks associated with your purchase, possession, and use of the Tokens, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit D.