Terms & Conditions

ACKNOWLEDGMENTS AND DISCLAIMERS

USE OF ANY OF SPENDCOIN SERVICES IS AN AGREEMENT OF BINDING ARBITRATION IN THE STATE OF TALLINN COUNTRY OF ESTONIA WITH AN EXPLICIT CLASS ACTION WAIVER AND AGREEMENT TO THE TERMS BELOW

BY PURCHASING NON-DIRECTLY, OWNING, AND/OR USING SPENDCOINS YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THE FOLLOWING RISKS.

  1. [Bearer Acknowledgments]. As a purchaser (“Bearer” or “you”) of Spendcoin s (“SPND”), you acknowledge as follows:a. Spendcoins (“SPND”) are not structured or sold as securities or any other form of investment product. SPND have not been registered with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, or under any State securities act, or under any similar laws in any other jurisdiction, nor do they function in reliance upon exemptions under those laws. Accordingly, none of the information presented in the Terms And Conditions is intended to form the basis for any investment decision, and no specific recommendations are intended. The use, sale, or other disposition of SPND is restricted as stated in the Terms And Conditions. By acquiring SPND, Bearer represents that it will comply with all requirements of the Terms And Conditions and any laws promulgated by any jurisdiction including U.S. federal, state, or local laws. The creators of SPND expressly disclaim 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 the Terms And Conditions or any other documentation, (ii) any error, omission or inaccuracy in any such information, or (iii) any action resulting from such information;

    b. This document has not been registered and will not be registered as a security with the Estonian Financial Supervisory Authority, and is not a security as defined in the Securities Market Act (§ 2  of the “SMA”) and the Law of Obligations Act (the “LOA”) Accordingly, statutory liability under the SMA in relation to the content of securities would not apply;

  1. You will not use SPND or Spendcoin to create a product regulated by the U.S. Commodity Futures Trading Commission, including creating futures contracts, swaps, or retail commodity transactions. You also acknowledge that the purchase of SPND is not intended to be, and is not marketed as, any form of option or swap transaction;
  2. You understand the technical and business matters relating to cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand SPND and to appreciate the risks and implications of using, purchasing and/or disposing of SPND;
  3. You have obtained sufficient information about SPND to make an informed decision to purchase SPND and are not relying on any information other than that provided in the Terms And Conditions in making the decision to purchase SPND;
  4. You understand that SPND confers only the right to use SPND as contemplated in the Terms And Conditions. SPND confers no other rights of any form, including, but not limited to, any entity ownership, distribution, redemption, liquidation, proprietary (including any form of intellectual property), or financial or legal rights;
  5. You are purchasing SPND solely for the purpose of using SPND as contemplated in the Terms And Conditions, being aware of the commercial risks associated with SPND. You are not purchasing SPND for any other purposes, including, but not limited to, any investment, speculative, or financial purpose;
  6. Your purchase of SPND complies with applicable laws and regulations in your jurisdiction, including, but not limited to, (i) legal capacity and any requirement or restriction on the purchase of SPND, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
  7. You are solely responsible for any applicable tax obligations arising from your purchase or use of SPND;
  8. If you are purchasing SPND on behalf of an entity, you are authorized to agree to these Acknowledgments and Disclaimers on such entity’s behalf;
  9. You are not (i) a citizen or resident of a geographic area in which the acceptance of delivery of SPND 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 United Nations, European Union, U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the U.S. Department of State’s Debarred Parties List, any similar restricted persons regulation or list of any other applicable sovereign country, or any successor regulations or restrictions to any of the foregoing. You agree that if your country of residence or other circumstances change such that the above acknowledgments are no longer accurate, you will immediately cease using SPND;
  10. The value of SPND will depend on whether it is accepted as a cryptocurrency and the extent it is utilized for the payment of goods and services. Inadequate demand may make it difficult to utilize SPND for the payment of goods and services, which would tend to diminish the value of SPND. Likewise, if SPND is not adopted generally the value could also diminish. Moreover, in the near term there remains a substantial regulatory risk related to oversight of cryptocurrencies and token sales that could significantly reduce the value of SPND;
  11. The value of SPND should depend primarily on the prevailing value of using SPND as a cryptocurrency for the payment of goods and services;
  12. The price of SPND should fluctuate in response to competitive and market conditions affecting the general supply of and demand for SPND as a cryptocurrency. These conditions are beyond the control of any particular party or of SPND holders. The value of SPND when it is used or exchanged may be lower than the price at which it was purchased;
  13. The release of new SPND on a regular automated and independent basis is intended to help stabilize the price of SPND around its intrinsic value for services in the Spendcoin ecosystem, but there can be no assurance that such release of SPND, and may purchase and sell SPND for their own account at any price;
  14. The sale of SPND does not limit in any respect the power of any Spendcoin author to participate in other projects, operate other networks or issue other tokens that may compete with SPND;
  15. No promises of future performance or value are or will be made with respect to SPND, including no promise of inherent value, no promise of continuing payments, and no guarantee that SPND will hold any particular value; and
  16. There are no conditions as to how the Spendcoin authors may use proceeds from the sale of their own SPND.
  1. [Acknowledgment of Certain Risks]. You acknowledge that the following risks exist with respect to SPND and agree that you are expressly assuming these risks:
  1. Autonomous Nature of SPND. SPND operates autonomously, without any ability of any party to influence or control the operation of SPND. The autonomous nature of SPND may create risks in the future, including risks that were not foreseeable at the time of launch of SPND or your purchase.
  2. Risk of Losing Access to SPND Due to Loss of Private Key(s), Custodial Error or Bearer Error.A private key, or a combination of private keys, is necessary to control and dispose of SPND stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with the digital wallet or vault storing SPND will result in loss of such SPND. 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 SPND. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store SPND, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of SPND. Additionally, your failure to follow precisely the procedures set forth for buying and receiving SPND, including, for instance, if you provide the wrong address, may result in the loss of SPND.

 

  1. Risks Associated with the Blockchain Protocols.Any malfunction, breakdown or abandonment of the blockchain protocols on which SPND operates may have a material adverse effect on SPND. Moreover, advances in cryptography, or technical advances, could present risks to SPND, by rendering ineffective the cryptographic consensus mechanism that underpins the blockchain protocols.
  2. Risk of Mining Attacks.SPND is susceptible to attacks by miners in the course of validating SPND transactions on the blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, selective delay or censorship of transactions, and selfish-mining attacks. Any successful attacks present a risk to SPND, including, but not limited to, accurate execution and recording of transactions involving SPND.
  3. Risk of Hacking and Security Weaknesses.Hackers or other malicious groups or organizations may attempt to interfere with SPND 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 SPND is based on open-source software, there is a risk that a third party may intentionally or unintentionally introduce weaknesses into the core infrastructure of a new SPND implementation, which could negatively affect SPND. Hackers or other malicious groups or organizations may also attempt to get access to private keys or other access credentials in a wallet, vault, or other storage mechanism used to receive and hold SPND.
  4. Risks Associated with Markets for SPND.If secondary trading of SPND 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 SPND (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
  5. Risk of Uninsured Losses.Unlike certain bank accounts or accounts at some other financial institutions, SPND is uninsured. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance to offer you recourse.
  6. Risks Associated with Uncertain Regulations and Enforcement Actions.The regulatory status of SPND 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 SPND. 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 SPND. Regulatory actions could negatively impact SPND in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of SPND constitutes unlawful activity or that SPND is a regulated instrument that requires registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof.

a1. Risks Arising from Taxation. The tax characterization of SPND is uncertain and may result in adverse tax consequences, including withholding taxes, income taxes and tax reporting requirements. You must seek your own tax advice in connection with SPND.

b1. Technology Risks. SPND represents 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 SPND or the ability to use or sell them.

c1. Unanticipated Risks. In addition to the risks included in this Appendix, there are other risks associated with the purchase, possession, and use of SPND, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Appendix.

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