OFFICIAL DEFIHORSE Token Contract (BEP-20): 0x5fdAb5BDbad5277B383B3482D085f4bFef68828C Copied!

TERM OF SERVICE

The Tokens Sale Terms and Conditions (these “Terms”) state the terms and conditions under Creator Company, a will sell cryptographic tokens which will serve as a utility token that is used for governance and payment on the ecosystem to be developed and operated by Creator Company and/or on the thrid platform nominated by Creator Company to eligible purchasers during the Token Sale Period (as defined in paragraph 3 of the Details of the Token Sale attached as Schedule 1). The Tokens do not constitute and are not intended to be securities or any other type of financial or investment instrument in any jurisdiction.

Please read these Terms carefully before making any decision to purchase any the Tokens. These Terms are not a prospectus or offer document and are not a solicitation for investment in Creator Company or in any product, project, or property of Creator Company in any jurisdiction. These Terms do not constitute an offer of securities in any jurisdiction. Nothing in these Terms should be considered as a recommendation for any person to participate in the sale of the Tokens or Creator Company’s proposed service.

Please note that certain commercial, technical, regulatory, financial, and market risks associated with the commercial transactions governed by these Terms are described in these Terms, including the Risk Disclosures attached as Schedule 2. It is important that you read these Terms carefully. If you do not understand, or if you have any doubt about any information contained in, these Terms, you should consult your legal, tax, financial, or other professional advisers. If you do not agree to these Terms, you must not accept these Terms or purchase any the Tokens. Your acceptance of these Terms does not guarantee that you will be able to purchase any the Tokens during the Token Sale Period.

Creator Company reserves the right in its discretion to supplement or amend any part of these Terms at any time. Please monitor the Creator Company website at https://www.defihorse.com for any changes to these Terms and any announcements relating to the sale of the Tokens that may supplement or vary these Terms. The Creator Company has the right but not obligation to amend and supplement and/or change any content in these Terms and related documents at any time in the future without prior notice.

In these Terms, Creator Company and the contracting party identified in Clause II.1 below (“you”) agree as follows:

Introduction

  1. Creator Company is developing an online ecosystem, consisting of a series of games and related services, collectively referred to as The the “Service”. The Service is designed to largely operate on blockchain platforms that are primarily decentralised, global, and are made up of a peer-to-peer network of independently operated nodes that provides distributed ledger and virtual machine functionality that supports, among other things, smart contracts and cryptographic tokens.
  2. The Tokens are a central feature of the Service. The Tokens will serve as a utility token that is used for governance and payment accepted by the Service, as well as for any other transactions or services which could in Creator Company’s discretion, be available on the Service in the future. The Tokens will be designed to comply with the BEP-20 Token Standard. For the purposes of these Terms, the BEP- 20 Token Standard refers to the set of criteria (including criteria in relation to functions and events) specified for Binance Smart Chain which must be met in a smart contract on a blockchain to enable inter-operability across multiple interfaces and distributed applications.
  3. To broaden adoption and support of the Service, Creator Company is conducting a sale of the Tokens (the “Token Sale”) during which eligible purchasers (see Clause II.2 below) may use the designated virtual currency to buy the Tokens (see paragraph 4 of Schedule 1 (Details of the Token Sale)). Concurrently with the Token Sale, Creator Company will provide The Tokens to its founders and certain technical, financial, and advisory supporters (see paragraph 7 of Schedule 1 (Details of the Token Sale)). Creator Company reserves the right to use the proceeds of the Token Sale for any purposes as Creator Company may determine in its sole and absolute discretion.
  4. The expected utility and value of the Service and the Tokens are important considerations for prospective purchasers of The Tokens. As Creator Company makes clear throughout these Terms, Creator Company does not guarantee that the Service or the Tokens will have a specific, or any, utility or value. By participating in the Token Sale or purchasing The Tokens, you are deemed to have accepted these Terms, you acknowledge that you have read and understood these Terms, including the attached Schedule 2 (Risk Disclosures) which describes some of the risks that could adversely affect or eliminate the utility and value of the Service and/or the Tokens.
  5. Descriptions of the Service, the Tokens, and other information about CREATOR COMPANY, the Token Sale and Creator Company’s overall project related to the Service are available on the Service’s website at http://www.defihorse.com (the ‘Project Documentation’). The Project Documentation states Creator Company’s current view of the subjects it covers. Creator Company may from time to time revise the Project Documentation in any respect and without notice to or approval from you. The information presented in the Project Documentation is indicative only, and the Project Documentation does not form part of these Terms.

Contracting Party and Eligibility to Participate in the Token Sale

  1. The party that is legally bound by these Terms (and that is identified in these Terms as ‘you’) is either:

The individual who accepted these Terms by the process designated at https://ibco.defihorse.com (the “Signatory” or any address given by Creator Company at sale time); or

The individual or entity, if any, that legally authorised the Signatory to accept these Terms on its behalf (the “Principal”).

If the Signatory asserts that there is a Principal but the individual or entity identified as the Principal (i) does not fully satisfy the Eligibility Conditions under Clause II.2 below or (ii) is for any reason not legally bound to these Terms, then the Signatory will be bound to these Terms in his or her personal capacity.

  1. To be eligible to participate in the Token Sale, you must satisfy each of the following conditions (the “Eligibility Conditions”):

If you are an individual:

You are above the minimum age in your jurisdiction to have the legal capacity to enter into contracts and to use, hold, trade, buy, and sell The Tokens; and

You are not a citizen or permanent resident of, you do not have a primary residence in, and you are not physically located in the United States of America, Albania, Barbados, Burkina Faso, Balkans, Belarus Cambodia, Cayman Islands, Cote D’Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Haiti, Jamaica, Malta, Morocco, Myanmar, Nicaragua, Pakistan, Panama, Senegal, South Sudan, Syria, Uganda, Yemen, Zimbabwe, Iran, Iraq, Liberia, North Korea, Democratic People’s Republic of Korea (DPRK), Jordan, Mali, People’s Republic of China, Hong Kong SAR, Macau SAR and Turkey or its territories or possessions or any country (A) where participation in token sales is prohibited, restricted or unauthorized by applicable law, decree, regulation, treaty, or administrative act, or (B) where it is likely that the sale of the Tokens would be construed as the sale of a security (howsoever named), financial service or investment product.

OR

If you are an entity:

You are duly organised and validly existing under the applicable laws of the jurisdiction of your organisation;

You have authorised your Signatory to accept these Terms on your behalf; and

You are not a resident for tax purposes of, you do not have a domicile in, and you are not physically located in or otherwise subject to the jurisdiction of, the United States of America, Albania, Barbados, Burkina Faso, Balkans, Belarus Cambodia, Cayman Islands, Cote D’Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Haiti, Jamaica, Malta, Morocco, Myanmar, Nicaragua, Pakistan, Panama, Senegal, South Sudan, Syria, Uganda, Yemen, Zimbabwe, Iran, Iraq, Liberia, North Korea, Democratic People’s Republic of Korea (DPRK), Jordan, Mali, People’s Republic of China, Hong Kong SAR, Macau SARand Turkey or its territories or possessions or any country (A) where participation in token sales is prohibited, restricted or unauthorized by applicable law, decree, regulation, treaty, or administrative act, or (B) where it is likely that the sale of the Tokens would be construed as the sale of a security (howsoever named), financial service or investment product.

Your participation in the Token Sale and your using, holding, trading, buying, selling, or transferring The Tokens is not prohibited, restricted, or regulated by any law or regulation applicable to you. You are solely responsible (i) to determine if there are any such laws or regulations (including foreign exchange restrictions) applicable to you and to comply with them and (ii) to determine if there are any governmental or other consents or approvals which you need to obtain, and to obtain and maintain them.

You are not a Specially Designated National as identified by the Office of Foreign Assets Control of the U.S. Treasury Department; or on the Consolidated List of Targets maintained by the U.K. Office of Financial Sanctions Implementation of HM Treasury; or on the consolidated list of persons, groups, and entities subject to financial sanctions maintained by the European Union; or on an equivalent or similar list maintained by the United Nations Security Council, Singapore, or any other jurisdiction.

You are purchasing the Tokens as principal and for your own account, and not as nominee or agent for, or for the account of, any other person.

You are a sophisticated purchaser who understands the technology and risks of cryptographic tokens, particularly the risks associated with your private keys being lost, stolen, or compromised. You understand how cryptocurrency wallets and other token storage mechanisms work, the risks of using them, and the risks of using them incorrectly. You understand smart contract technology and blockchain technology and the limitations and risks of systems built using those technologies.

  1. If you do not fully satisfy each of the Eligibility Conditions at all times from the time that you accept these Terms, then you may not, and you agree not to, participate in the Token Sale or purchase The Tokens. If you participate in the Token Sale or purchase The Tokens notwithstanding that you do not meet each of the Eligibility Conditions, you acknowledge that (a) your participation in the Token Sale or purchase of The Tokens is a breach of these Terms (including Clause VII (Your Representations and Warranties)), and (b) you proceed with your order for The Tokens (“Order”) at your own risk. Without prejudice to Clauses X.1 and XI.1 below, you acknowledge and agree that Creator Company will not be liable to you or any other party arising from or in connection with your participation in the Token Sale if you do not meet each of the Eligibility Conditions.
  2. Creator Company may require you to provide certain information to confirm your satisfaction of the Eligibility Conditions and to complete the transactions related to the Token Sale. If you do not provide the required information then you may be unable to participate in the Token Sale or purchase The Tokens. Creator Company’s request for, and your provision of, any information from you, and any actions or decisions Creator Company may take based on that information, do not affect your obligations under Clauses II.2 and II.3.
  3. If you place more than one Order for The Tokens during the Token Sale, each Order creates an individual and separate agreement between Creator Company and you. The refusal, rejection, or cancellation of one of your Orders under these Terms shall not affect the continuation in force of any of your other Orders, which will continue to be governed by these Terms.

The Token Sale Smart Contract System

  1. Key elements of the Token Sale are implemented in smart contracts deployed on BSC (the Token Sale smart contract system or the “SSC System”).
  2. You understand the nature of smart contracts and that, once deployed, their functionality cannot be overridden or bypassed. Accordingly, to the extent the execution of the SSC System produces results that conflict with any term or statement of these Terms, the Project Documentation, or any other document provided by or on behalf of Creator Company (all, collectively, the “Off-Chain Documents”), or to the extent the Off-Chain Documents contain a term or statement that could have been implemented in the SSC System but was not, the SSC System will prevail.
  3. Creator Company prioritizes the safety and security of our community in our deployed Smart Contracts. Our contracts undergo rigorous Internal Audits, however, we are unable to guarantee that our contracts are free of exploits when launched.

The Token

  1. If and when Creator Company makes the Service available, the Tokens will serve as a utility token that is used for governance and payment accepted by the Service, as well as for any other transactions or services which could in Creator Company’s discretion, be available on the Service in the future.
  2. Your use of the Service and the Tokens will be subject to the Service’s terms of use and the other terms and policies referenced therein that are in effect at the time you use the Service or the Tokens (collectively, the “Service Agreement”). Creator Company may amend the Service Agreement from time to time according to the process set out in the Service Agreement. If there is a conflict between the Service Agreement and any Off-Chain Document, the Service Agreement will prevail with respect to any issues relating to the use of The Tokens in connection with the Service. If you do not accept the terms of the Service Agreement, you will not be able to use the Service or the Tokens you hold.
  3. The Tokens currently do not confer ownership, governance, equity, participation, conversion, redemption, liquidation, or similar rights over, or rights in the revenues, profits, or other financial aspects of, Creator Company, the Service, or any technology or intellectual property developed, acquired, or licensed by Creator Company, however, this is subject to change at Creator Company’s sole discretion. The Tokens do not constitute and are not intended to be securities or any other type of financial or investment instrument in any jurisdiction.
  4. The Token Sale
  5. Creator Company will conduct the Token Sale only through its website at https://ibco.defihorse.com (the “Token Sale Site”). Important information about the Token Sale is set out in Schedule 1 (Details of the Token Sale), including the dates of the Token Sale, pricing, payment instructions, the Tokens distribution process, and Creator Company’s expected use of the Token Sale proceeds. If you fail to follow the instructions or observe the other information about the Token Sale in Schedule 1 (Details of the Token Sale) or on the Token Sale Site, you may be delayed or prevented from participating in the Token Sale and you may not be able to purchase The Tokens.
  6. The Token Sale Site is the only site authorised by Creator Company to provide information about the Token Sale. Before submitting your payment, you must confirm that your web browser shows ibco.defihorse.com and that your https connection is secure. If you have submitted your payment to an address obtained from any other site you may lose the entire amount of your payment and/or may not receive the Tokens you intend to purchase. Creator Company is not affiliated with and takes no responsibility for any such other sites.
  7. Your acceptance of these Terms does not guarantee that you will be able to purchase any The Tokens during the Token Sale.
  8. To receive the Tokens you purchase, you must have an account that supports the BEP-20 Token Standard for which you know the address and a wallet or other token storage mechanism that is compatible with that account. That account must be fully operational, secure, and valid at the time you place your Order and the time The Tokens are distributed to you in accordance with these Terms. You are in all respects solely responsible for creating that account, obtaining and operating that wallet or token storage mechanism, and safeguarding the private keys, passwords, and other credentials relating to that account and wallet or token storage mechanism. Creator Company reserves the right to prescribe additional account requirements.
  9. If you are a participant in the Token Sale, the process for placing and fulfilling your Order in the Token Sale is as follows (capitalised terms used but not defined in this Clause 5.5 are defined in Schedule 1 (Details of the Token Sale)):

You must visit the Token Sale Site, accept these Terms, and obtain the Payment Address.

You must, during the Token Sale Period, interact with the Token Sale Smart Contract with your intended contribution and other information as required on the Token Sale Site. Your failure to include sufficient gas with your contribution, network congestion or fault, or other errors in the systems processing your payment could result in your contribution being delayed, rejected, or otherwise not processed. You release Creator Company from all responsibility and liability for any contribution you attempt or intend to make in respect of your Order until such time, if ever, as the contribution transaction is confirmed to have interacted correctly with the Token Sale Smart Contract by the Binance Smart Chain (BSC).

Any contributions made to the Token Sale Smart Contract and confirmed by BSC is irreversible. While provisions have been made for the withdrawal of contributed funds from the Token Sale Smart Contract, this is subject to withdrawal limitations as set out and described in Schedule 1 (Details of the Token Sale).

If the Token Sale has not been cancelled under Clause V.6, you are one of the participants in the Token Sale whose Order Creator Company has accepted in its discretion (“Accepted”), and you have complied with these Terms (including the applicable provisions in Schedule 1 (Details of the Token Sale)), the SSC System will distribute the number of The Tokens specified in your Order in accordance with paragraph 12 of Schedule 1 (Details of the Token Sale).

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  2. Creator Company may, in its discretion, for any reason and at any time before the Token Sale End Time (as defined in paragraph 3 of Schedule 1 (Details of the Token Sale)), suspend or cancel the Token Sale (in whole or in part). If at the Token Sale End Time the target strike price is not met as outlined in Schedule 1 (Details of the Token Sale)), Creator Company may opt to exchange all contributions made at the strike price and return unsold tokens to the Foundation and Reserve, or cancel the Token Sale. Creator Company will post a notice of the suspension (and resumption, if any) or cancellation on the Token Sale Site.
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Use of Proceeds

  1. Creator Company intends to use the proceeds of the Token Sale as described in paragraph 14 of Schedule 1 (Details of the Token Sale). However, Creator Company may in its discretion use those proceeds for any purpose, whether or not consistent with the foregoing. Creator Company makes no undertaking, representation, or warranty in respect of its use of those proceeds.

Your Representations and Warranties

  1. By participating in the Token Sale or purchasing The Tokens, you represent and warrant to Creator Company as follows:

You satisfy in full each of the Eligibility Conditions at all times from the time that you accept these Terms (including but not limited to modifying, adding any content during and after these Terms accepted)

You are purchasing the Tokens only for the purpose of using the Tokens in the Service as described in Clause IV.1 and supporting the development of the Service, being aware of the risks set out in the Schedule 2 (Risk Disclosures). You are not purchasing The Tokens for investment, speculative, or other financial purposes, and you understand that the Tokens are not, and do not represent, (i) shares, debentures, units in a collective investment scheme, options, futures, or derivatives in Creator Company or in any other existing or future legal entity, scheme, project, or property in any jurisdiction, or (ii) goods for the purposes of any sale of goods (or similar) legislation in any jurisdiction.

You have carefully read in full, and fully understand, these Terms, including Schedule 1 (Details of the Token Sale) and Schedule 2 (Risk Disclosures).

 To the extent the SSC System may operate in a manner that is inconsistent with these Terms, you accept those inconsistencies and understand that the operation of the SSC System will supersede these Terms to the extent of any such inconsistency and will not be a breach of these Terms.

You have carefully read in full, and fully understand, the Off-Chain Documents and are satisfied with the quality and quantity of the information available to you concerning Creator Company, the Service, the Tokens, the Token Sale, and Creator Company’s overall project related to the Service, and that you have made a fully informed decision to participate in the Token Sale.

You have accepted and confirmed, personally or based on the advice of a qualified legal adviser engaged by you, that your participation in the Token Sale and your using, holding, trading, buying, selling, or transferring The Tokens are not prohibited, restricted, or regulated by any law or regulation applicable to you.

You have accepted and confirmed, personally or based on the advice of a qualified tax adviser engaged by you, and you fully understand, accept, and will discharge in full, the tax implications of your participation in the Token Sale and your using, holding, trading, buying, selling, or transferring The Tokens.

Your placement of an Order constitutes your acceptance of the risks related to the Service, the Tokens, and the Token Sale as described in these Terms, including Schedule 2 (Risk Disclosures) and you fully understand that the Service (including its platform) will undergo substantial development work as a result of which it may be subject to significant change before its Launch.

The BSC you submit as payment in the Token Sale are legitimately owned by you and have not been obtained in violation of any anti-money laundering, countering the financing of terrorism, or other applicable law or regulation.

You will not use the Tokens which you receive in the Token Sale, if any, in violation of any anti-money laundering, countering the financing of terrorism, or other applicable law or regulation.

If you trade, sell, or transfer The Tokens to one or more third parties, you will not make any statement, representation, or warranty, or provide any document or other information, to any third party in any form that is contrary to or inconsistent with these Terms.

If you are a Principal, you have authorised your Signatory to accept these terms on your behalf.

These Terms constitute your legal, valid, and binding obligations, enforceable against you in accordance with their terms.

  1. You confirm that your representations and warranties in Clause VII.1 are and will remain correct at all times from the time of your acceptance of these Terms.

Tax

  1. You bear sole responsibility for determining if your participation in the Token Sale, your using, holding, trading, buying, selling, or transferring The Tokens, the potential appreciation or depreciation in the value of The Tokens over time (if any), the allocation and distribution of The Tokens, and/or any other action or transaction under or contemplated by these Terms have tax implications for you. Creator Company does not give any advice on tax-related matters and makes no representation or warranty as to the tax implications, if any, of any of the matters described in the first sentence of this Clause VIII.1. It is your responsibility to consult your tax advisers before purchasing The Tokens.
  2. The Purchase Price is exclusive of all taxes that are applicable to your using, holding, trading, buying, selling, or transferring The Tokens in any jurisdiction (“Tax”).
  3. You are solely responsible for determining any Tax payable by you and declaring, withholding, collecting, reporting, and remitting the correct amount of Tax to the appropriate tax authorities. You will be solely liable for all penalties, claims, fines, punishments, or other liabilities arising from the non-fulfilment or non-performance to any extent of any of your obligations in relation to any Tax.
  4. Creator Company is not responsible for determining any Tax nor for declaring, withholding, collecting, reporting, or remitting the correct amount of Tax to the appropriate tax authorities.
  5. To the extent permitted by applicable laws and regulations, you agree not to hold any third party (including developers, auditors, contractors, or founders) liable for any tax liability associated with or arising from your using, holding, trading, buying, selling, or transferring The Tokens or any action or transaction under or contemplated by these Terms.
  6. You will provide Creator Company with any information it may reasonably request to determine whether it is obligated to collect any goods and services tax or other tax from you.

Intellectual Property

  1. These Terms do not entitle you to any intellectual property rights, including rights in relation to the use, for any purpose, of any information, image, user interface, logos, trademarks, trade names, Internet domain names, or copyright, in connection with Creator Company, the Tokens, or the Token Sale Site.
  2. Ownership of The Tokens carries no express or implied rights other than the right to use The Tokens as a means to pay fees for transactions executed on the Service, if successfully completed and deployed. In particular, you agree and acknowledge that you have no right, as holder of any The Tokens, to claim any intellectual property rights or equivalent rights or any other form of participation in or relating to the Service, the SSC System, the Token Sale Site, and/or Creator Company.
  3. Creator Company retains all right, title, and interest in all of its intellectual property, including inventions, discoveries, processes, marks, methods, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable, or protectable in trademark, and any trademarks, copyrights, or patents based thereon. You may not use any of Creator Company’s intellectual property for any reason, except with its express prior written consent.

Indemnification

  1. To the maximum extent permitted by all applicable laws and regulations, you will indemnify, defend, and hold harmless Creator Company and its affiliates, and its and their respective past, present and future employees, officers, directors, contractors, consultants, members, suppliers, vendors, service providers, licensors, agents, representatives, predecessors, successors, and assigns from and against all claims, demands, actions, damages, losses, costs, and expenses (including legal fees) that arise from or relate to: (a) your participation in the Token Sale, (b) your using, holding, trading, buying, selling, or transferring The Tokens, (c) your responsibilities or obligations under these Terms, (d) your violation of these Terms (including a breach of Clause VII (Your Representations and Warranties), or (e) your violation of any rights of any other person or entity in connection with the Token Sale or your using, holding, trading, buying, selling, or transferring The Tokens. This indemnity is in addition to, and not in lieu of, any other remedies available to Creator Company under law, equity or a written agreement between you and Creator Company.
  2. If Creator Company is obligated to respond to a subpoena or other compulsory legal or court order or process relating to subject matter that is within the scope of your indemnity under Clause X.1, you agree to reimburse Creator Company its legal fees, as well as its employees’ and contractors’ time and materials spent responding to the subpoena or other compulsory legal or court order or process at reasonable hourly rates.
  3. Creator Company will promptly notify you of any third-party claim subject to Clause X.1, but Creator Company’s failure to promptly notify you will only affect your obligations under Clause X.1 to the extent that its failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to Creator Company’s written consent) to defend any such claim and (b) settle the claim as you deem appropriate, provided that you obtain Creator Company’s prior written consent before entering into any settlement. Creator Company reserves the right, at your expense, to exercise sole control of the defence of the claim and to settle the claim at any time.

Disclaimers and Release

  1. To the maximum extent permitted by all applicable laws and regulations and except as otherwise provided in these Terms, Creator Company (and, with respect to the SSC System) hereby expressly disclaims its liability and shall in no case be liable to you or any person for:

refusal, rejection, or cancellation of your Order under Clause V.5;

Cancellation of the Token Sale (in whole or in part) under Clause V.7;

delay in the distribution of The Tokens under Clause V.5;

Termination, modification, throttling, disconnection, or suspension of the Token Sale (in whole or in part) under Clause V.10;

Failure or malfunction of, or disruption to, the operation of the Service or the SSC System;

Delay in the refund of the Refund Amount under;

Any payment for Orders made to an address other than the Payment Address;

A hard fork, failure, or malfunction of, or disruption to, the operation of BSC, BSC-based software systems, blockchain technology generally, or other decentralised technology or systems in respect of the Service or the Tokens;

Any virus, error, bug, flaw, defect, or other matter adversely affecting the operation, functionality, usage, storage, transmission mechanisms, transferability, tradability, or other material characteristics of the Tokens;

Decreases or volatility in traded prices or trading volume of The Tokens (after listing and quotation of The Tokens on secondary digital token exchanges, if applicable);

Failure or unfitness of the Tokens for any specific purpose;

Any failure or delay in disclosing information relating to the status of the Token Sale;

Loss, destruction, theft, or compromise of the private keys, passwords, or other credentials to the account or wallet or other token storage mechanism referred to in Clause V.4;

Failure or delay in the listing or quotation of the Tokens on a cryptocurrency exchange;

Any delisting of the Tokens from a cryptocurrency exchange;

Any loss, cost, expense, or tax associated with any transfer or secondary market trading in the Tokens;

Any prohibition, restriction, or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability, tradability, or other material characteristics of the Tokens;

Failure or delay to achieve the outcomes described in the Project Documentation;

Any forward-looking statements of any nature made in connection with the Token Sale, the Tokens, the Service, or otherwise;

Any risks associated with the SSC System, the Off-Chain Documents, the Token Sale Site, the Payment Address, Creator Company, the Token Sale, the Tokens, your using, holding, trading, buying, selling, or transferring The Tokens, or your use of the Service, including the risks set out in the Schedule 2 (Risk Disclosures); and

Any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond Creator Company’s control, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, changes in blockchain technology (broadly construed), and changes in the BSC protocols.

  1. To the maximum extent permitted by all applicable laws and regulations and except as otherwise specified in writing by Creator Company, (a) The Tokens are sold on an “as is” and “as available” basis without warranties of any kind, and Creator Company expressly disclaims all representations, warranties, and conditions (express or implied, whether by statute, common law, custom, usage, or otherwise) regarding itself, the Service, the Tokens, the Token Sale, the SSC System, these Terms, and the transactions contemplated by these Terms, (b) Creator Company does not represent or warrant that the Tokens, the SSC System, the Payment Address, or the Service are or will be reliable, current, or error-free, fit for a particular purpose, meet your requirements, or that any defects in the Tokens, the SSC System, the Payment Address, or the Service will be corrected, and (c) Creator Company cannot and does not represent or warrant that the Tokens, the SSC System, the Payment Address, or the Service or the delivery mechanism for The Tokens, the SSC System, or the Service are free of viruses or other harmful components or that they do not contain any weaknesses, vulnerabilities, or bugs which could cause, among other things, the complete loss of BSC and/or The Tokens.
  2. To the maximum extent permitted by all applicable laws and regulations, you, for and on behalf of all natural and legal persons who may claim through or under you, on your behalf, or otherwise in respect of you, release and forever discharge Creator Company and its affiliates, and its and their respective directors, officers, employees, agents, representatives, suppliers, attorneys, and advisers, and all of its and their respective predecessors, successors, and assigns, from all claims and causes of action of any kind whatsoever, whether under common law, statutory, contractual, tortious, equitable, or otherwise, and all losses, damages, taxes, liabilities, costs, and expenses, which you have, ever had, may have, or hereafter might have, whether known or unknown, now existing or which might arise or accrue hereafter, relating to or arising from the matters listed in Clause XI.1.

Limitations of Liability

  1. To the maximum extent permitted by all applicable laws and regulations and except as otherwise provided in these Terms:

Creator Company shall not be liable for any direct or indirect loss of revenue, income, profit, business, business opportunity, anticipated saving, reputation, or goodwill; any direct or indirect loss or corruption of data or information; or any indirect, special, incidental, reliance, consequential, punitive, or other losses or damages of any kind, in tort, contract, strict liability, or otherwise (including loss of use or tokens) arising out of or in connection with these Terms or your using, holding, trading, buying, selling, or transferring The Tokens, even if Creator Company has been advised of the possibility of such losses or damages;

The aggregate liability of Creator Company, in tort, contract, strict liability, or otherwise, arising out of or in connection with these Terms and your using, holding, trading, buying, selling, or transferring The Tokens shall be limited to the amount of your Acknowledged payment and maximum is Five Thousand Singapore Dollars (SGD5,000); and

You agree to waive all rights to assert any claims under applicable laws and regulations and you agree that you may make claims based only on these Terms.

  1. The limitations of liability in this Clause XII protect Creator Company’s affiliates, and the directors, officers, employees, agents, advisers, and representatives of Creator Company and its affiliates, and all of their respective predecessors, successors, and assigns, to the same extent that Creator Company is protected.
  2. You acknowledge that Creator Company has entered into these Terms in reliance upon the disclaimers and limitations of liability in these Terms, and that the same form an essential basis of the bargain between you and Creator Company.

Governing Law and Dispute Resolution

  1. These Terms are governed by and will be governed by and construed by the laws of the place where the Creator Company is located, its address, or the laws of a country chosen by the Creator Company.
  2. Any dispute, claim, suit, action, cause of action, demand, or proceeding arising out of or related to these Terms (including in respect of their validity, existence, or termination), any action or transaction under or contemplated by these Terms, or your using, holding, trading, buying, selling, or transferring The Tokens (collectively, “Disputes”) that is not settled by you and Creator Company within 30 days from the date that either party notifies the other party in writing of the Dispute, shall be governed by and construed by the laws of the place where the Creator Company is located, its address, or the laws of a country chosen by the Creator Company.

General

  1. A reference in these Terms to “these Terms” shall include a reference to Schedule 1 (Details of the Token Sale) and Schedule 2 (Risk Disclosures) and other documents and terms which are expressly incorporated into these Terms by reference. Schedule 1 (Details of the Token Sale) and Schedule 2 (Risk Disclosures) form integral parts of these Terms.
  2. In these Terms, words of any gender include the corresponding words of each other gender. The terms “include”, “includes”, and “including” will be interpreted to be followed by “without limitation”. The term “discretion” means “sole and absolute discretion” unless otherwise qualified. Any headings in these Terms are for convenience only and shall not affect the construction or interpretation of these Terms.
  3. Nothing in these Terms is intended to or will constitute you or Creator Company as an agent, fiduciary, legal representative, partner, joint venturer, franchisee, employee, or servant of the other for any purpose.
  4. You may not assign any of your rights or obligations under these Terms to any other person without the prior written consent of Creator Company, which Creator Company may grant or withhold in its discretion. You may not assign any right or interest you have in an Acknowledged payment, Refund Amount, or Order. Creator Company may assign any of its rights or obligations under these Terms without requiring your prior written consent.
  5. All notices required or permitted under these Terms and all approvals, consents, and waivers must be in writing in the English language and must be delivered by a method providing for proof of delivery. Any such communication will be deemed to have been given on the date of receipt. Creator Company will accept notices from you by email at [email protected]
  6. If you are an individual, Creator Company will use any personal information you provide to Creator Company only for the following purposes:

To process and complete your Order, including conducting KYC Checks;

To protect Creator Company’s rights and property, and the rights, property, and safety of others;

To prevent an detect security threats, fraud, or other malicious activity; and

To comply with our legal obligations, resolve disputes, and enforce Creator Company’s agreements.

Creator Company may transfer your personal information to its affiliates and other unrelated third parties in and outside It’s Location.

  1. Notwithstanding the expiry of the Token Sale Period, any distribution of The Tokens to you, any rejection, refusal or cancellation of your Order under Clause V.5, any cancellation of the Token Sale under Clause V.7, any termination of the Token Sale under Clause V.10, or any refund of the Refund Amount, Clause VII (Your Representations and Warranties), Clause IX (Intellectual Property), Clause X (Indemnification), Clause XI (Disclaimers and Release), Clause XII (Limitation of Liability), Clause XIII (Governing Law and Dispute Resolution), Clause XIV (General), and Schedule 2 (Risk Disclosures) shall remain valid and in full force and effect.
  2. Creator Company’s failure to enforce these Terms or to assert any right, claim, or cause of action against you under these Terms shall not be construed as a waiver of Creator Company’s right to assert any right, claim, or cause of action against you.
  3. Creator Company’s waiver of a breach by you of any of these Terms will not be construed as a waiver of any succeeding breach of that Term or as a waiver of that Term itself. Creator Company’s performance after any breach by you will not be construed as a waiver of that breach. No course of dealing, course of performance, or failure by Creator Company to strictly enforce any of these Terms will be construed as a waiver of any Term.

 

SCHEDULE 1 – DETAILS OF THE TOKEN SALE

  1. Token Sale Site

The landing page of the Token Sale Site is https://ibco.defihorse.com

  1. Contributing to the Token Sale

To acquire The Tokens in the Token Sale, you are required to broadly perform the following actions:

Navigate to https://ibco.defihorse.com

You will be asked to connect your Web 3 Wallet to our website.

You will be asked to a) verify and confirm that you fulfill certain eligibility information (see Clause II.2), b) have read, understood and agreed with a copy of these Terms, c) have read, understood and agreed with the Privacy Policy and d) declare that you are a resident of your country.

You will be asked to sign the Signature Request from your Web 3 Wallet.

You will be presented with the Token Sale Contribution Page, with links that describe the Token Sale Process.

You are, at your sole discretion, asked to enter the Amount (the Accepted Cryptocurrency) that you wish to contribute to the Token Sale.

You are, at your sole discretion, to confirm that you wish to contribute to the Token Sale.

Your Web 3 Wallet will display the transaction with your contribution amounts. Please verify all information is correct and as you intended before broadcasting it to the blockchain.

  1. Token Sale Period

Creator Company will only accept Orders from the participants of the Token Sale during the period that begins at 13:00 (UTC) on 10 March 2022 (the ‘Token Sale Start Time”) and ends at 13:00 (UTC) on 13 March 2022 (the “Token Sale End Time”). The period from the Token Sale Start Time until the Token Sale End Time shall be referred to as the “Token Sale Period”.

Creator Company may adjust the Token Sale End Time to an earlier time and date. Creator Company will post a notice of any change in the Token Sale End Time on the landing page of the Token Sale Site.

  1. Accepted Cryptocurrencies

Creator Company will only accept BUSD as payment for Orders. Creator Company will not accept other virtual currencies, digital assets, tokens, or fiat currencies, whether or not legal tender in any applicable jurisdiction, as payment for Orders.

  1. THE Token Pricing Mechanic

During the Token Sale Period, the price of The Tokens will be in constant flux as part of the features of the chosen Token Sale Model – Initial Bonding Curve Offering (IBCO). The settlement price of each THE Token will only established at the Token Sale End Time. As part of the bonding curve method used in the IBCO, each time funds are contributed, the settlement (final) price of the token will increase. Alternatively, withdrawing funds will lower the settlement (final) price of the token for all involved participants.

  1. Minimum and Maximum Contribution

During the Token Sale, there is no minimum or maximum amount that you can contribute. However, if you attempt to submit an Order with amount is 0 BUSD, your order will be rejected.

  1. Withdrawal of Contributions

During the Token Sale Period, assuming you have already contributed funds to the Token Sale Contract, you will be allowed to withdraw a part of your committed funds at any point during the 72 Hours that the IBCO is live. The reason for these restrictions are on the basis of deterring price manipulation during the Token Sale. These withdrawal limits will be programmatically enforced by the SSC System and will be displayed to you prior to your contribution. By accepting these Terms, you accept the displayed withdrawal limits for your contribution and agree that CREATOR COMPANY is not obligated to accept any request for further withdrawals beyond what has been programmatically set by the SSC System.

  1. Creation and Allocation of The Tokens

The total supply of tokens to be minted will be 668,000,000 These tokens will be distributed based on the various vesting and cliff schedules on the Token Generation Event (TGE) to the following stakeholders within the ecosystem:

Stakeholders % of Total Supply Token Amount Vesting/Cliffs Terms
Fire round (Private) 11% 73,480,000 TGE+30 days 5% unlock, lock 90 days, vest linearly over 12 months
Public round (IBCO) 1% 6,680,000 TGE 100% unlock
Strategic Partners 10% 66,800,000 TGE+60 days unlock 3%, lock 120 days, vest linearly over 30 months
Community Treasury 13% 86,840,000
Staking Rewards 35% 233,800,000
Liquidity – DEX/CEX Listing 5% 33,400,000
Advisors 3% 20,040,000 TGE+30 days unlock 3%, lock 120 days, vest linearly over 30 months
Ecosystem 8% 53,440,000 Vest linearly over 48 months
Legal compliance 2% 13,360,000 Lock 12 months, vest linearly over 24 months

However, Creator Company may in its discretion allocate The Tokens in any manner, whether or not consistent with the foregoing. Creator Company makes no undertaking, representation, or warranty in respect of its allocation of The Tokens.

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  2. Minimum Token Target Strike Price

If at the Token Sale End Time the target strike price of US$0.06 (in BUSD) / THE Token is not met, Creator Company may opt to exchange all contributions made at the target strike price and return unsold tokens to the Foundation and Reserve, or cancel the Token Sale under Clause V.7 of these Terms.

11. Contribution Process

Important: Your Order will only specify your Contribution Amount, not the number of The Tokens which you will receive. It will be your sole responsibility to monitor the changing settlement price of the Token on the Token Sale Site before the end of the Token Sale, and at your sole discretion if you wish to withdraw your contributions from the Token Sale Contract (subject to limitations as set out in Schedule 1, Clause 7 – Withdrawal of Contributions).

To pay for your Order, during the Token Sale Period, you will be required to interact with the Token Sale Smart Contract with your intended contribution and other information as required and identified on the Token Sale Site. Your failure to include sufficient gas with your payment, network congestion or fault, or other errors in the systems processing your contributions could result in your contributions being delayed, rejected, or otherwise not processed.

You are solely responsible for ensuring that you direct your contributions to the correct Token Sale Smart Contract via the intended contribution function by using the official Token Sale Site. If you do not make your contributions to the Token Sale Smart Contract in the way it was intended via the Token Sale Site, you may permanently lose the entire amount of your contribution and you will not be eligible for The Tokens. You, for and on behalf of all natural and legal persons who may claim through or under you, on your behalf, or otherwise in respect of you, release and forever discharge Creator Company and its affiliates, and its and their respective directors, officers, employees, agents, representatives, suppliers, attorneys, and advisers, and all of its and their respective predecessors, successors, and assigns, from all claims and causes of action of any kind whatsoever, whether under common law, statutory, contractual, tortious, equitable, or otherwise, and all losses, damages, taxes, liabilities, costs, and expenses, which you have, ever had, may have, or hereafter might have, whether known or unknown, now existing or which might arise or accrue hereafter, relating to or arising from contributions made other than to the Token Sale Smart Contract through its intended way.

Creator Company accepts no responsibility or liability for any payment you make, attempt or intend to make in respect of Orders until such time, if ever, as the contribution transaction is confirmed to have interacted correctly with the Token Sale Smart Contract by the BSC.

12. Payment Intermediaries

Creator Company advises you not to use third party payment processors, exchange wallets, or other intermediaries as they may not be compatible with the SSC System and, even the contribution transaction is confirmed to have interacted correctly with the Token Sale Smart Contract by the BSC, you may not receive any The Tokens. Creator Company disclaims all responsibility and liability to you if you use a third party payment processor, exchange wallet, or other intermediary and do not receive The Tokens.

13. Distribution of The Tokens.

After the end of the Token Sale, the settlement price per token will be finalized and the SSC System will allocate your The Tokens based on the amount you have contributed. You will be required to use the same Address you used to contribute in order to claim the Tokens you were allocated on our website.

You are in all respects solely responsible for creating the BSC account corresponding to your Registered Address, and for safeguarding the private keys, passwords, and other credentials relating to that account and any wallet or other token management mechanism you use to manage that account.

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15. The Token Transferability

The Tokens, upon being claimed, are freely transferrable.

The Tokens allocated to founders, advisors, employees, seed and private sale investors will vest according to the schedule as listed under Schedule 1, Clause 8 above.

 

 

SCHEDULE 2 – RICK DISCLOSURES

It is important that you make an informed decision about the Token Sale. You must carefully read and evaluate the risks that Creator Company describes in this Schedule 2 and/or any content of the Terms (Risk Disclosures).

The realisation of any one or more of the risks described in this Schedule 2 (Risk Disclosures), or other risks whether unforeseen or unforeseeable, could significantly reduce or eliminate the utility or value to you of the Service and any The Tokens you hold and you could lose your entire payment amount.

If you do not fully understand or are not comfortable with any of the risks described in this Schedule 2 (Risk Disclosures), you should not participate in the Token Sale. Creator Company does not represent that this Schedule 2 (Risk Disclosures) discloses all risks and other significant aspects of the Token Sale, including risks which may be personal to you and thus unknown to Creator Company.

  1. Creator Company Risks

Creator Company Failure. As a consequence of the realisation of one or more of the other risks in this Schedule 2 (Risk Disclosures) or of risks not described in this Schedule 2 (Risk Disclosures), Creator Company’s business could fail and Creator Company could be wound up or dissolved. If Creator Company’s business fails and the Service is not transferred to and operated by another company, the Service would terminate and any The Tokens you hold would have no utility or value. Creator Company does not commit that it can or will transfer the Service to another company if its business fails. If Creator Company does transfer the Service to another company, Creator Company does not commit that the other company will operate the Service to your satisfaction or at all, or will continue to accept The Tokens for use in the Service.

Management Failures. Creator Company’s management may fail to manage its personnel, finances, facilities, information, technology, and other resources to effectively develop, operate, maintain, support, improve, market, and sell the Service, or to manage the growth of the Service or its business, or to adapt the Service or its business to changes in technology or the markets in which it operates, or to identify and effectively respond to the risks described in this Schedule 2 (Risk Disclosures) or otherwise, the realisation of any or all of which could adversely affect the Service.

No Governance Rights. The Tokens confer no governance or similar rights with respect to Creator Company or the Service. Creator Company will, at its discretion, make all decisions concerning its business and the Service, including decisions to fork or discontinue the Service; to change any pricing, parameter, or feature of the Service; to subcontract or outsource the operation of the Service; to sell the Service; and to sell, merge, or liquidate Creator Company or all or a material part of Creator Company’s assets, any of which decisions may not be consistent with your expectations or interests.

Business Model Risks. Creator Company designed the Service and the Tokens according to a specific business model. In particular, the adoption and success of the Service depends on building a blockchain gaming ecosystem that is sustainable and attractive to gamers. If the business model of the Service is flawed, or if the assumptions underlying that business model are incorrect, the Service may underperform or fail. Creator Company may at its discretion elect to change the business model of the Service in response to competition or market requirements, to address perceived flaws, to optimise the model, or otherwise. Any such changes to the business model of the Service may fail to achieve their purpose and could adversely affect the Service.

Insufficient Funding. Creator Company will depend on the proceeds of the Token Sale to fund its operations until such time, if ever, that Creator Company earns sufficient revenue from the Service or other activities. The proceeds of the Token Sale are cryptocurrencies that may increase or decrease in value. Creator Company may, at its discretion, engage in hedging or similar activities to manage the risk of cryptocurrency fluctuations, but those activities may not be sufficient, may fail, or may worsen the consequences of those fluctuations. In addition, the cryptocurrencies held by Creator Company may not be convertible to fiat currencies or other cryptocurrencies at rates Creator Company considers favourable or at all. The cryptocurrencies held by Creator Company are also subject to loss or theft despite security precautions taken by Creator Company. If for any reason Creator Company’s funds are not sufficient to sustain its operations, Creator Company may have to reduce or suspend its operations, which would adversely affect Creator Company’s ability to develop and operate the Service at the intended level or at all.

Unanticipated Risks. The Service will be launched and will evolve in technology, business, economic, and legal environments that are uncertain and subject to rapid, unpredictable, and potentially contradictory evolution. The future risks associated with those environments, their respective evolutions, and the interactions among them are unknown and unknowable but they could threaten the viability or existence of the Service.

  1. Product Risks

Delay. Creator Company may not develop and deploy the Service according to its intended schedule. Delays in deploying the Service may adversely affect the acceptance of the Service in the market and ultimately the viability of the Service.

Inability to Use The Tokens. Holders of The Tokens will not be able to use them with the Service until Launch. Launch may be delayed, or may not occur at all. Even after Launch, the availability of certain features of the Service will be limited. The opportunity to use The Tokens will initially depend on the holder being qualified as a reserve operator for the Service and executing transactions for which it must pay fees to the Service.

Failure to Develop and Support the Service. As a consequence of the realisation of one or more of the other risks in this Schedule 2 (Risk Disclosures) or of risks not described in this Schedule 2 (Risk Disclosures), or because of business decisions taken by Creator Company in good faith, Creator Company may fail to launch the Service with a full set of intended features and functions or at all, may discontinue certain features and functions of the Service, may not improve or add to the features and functions of the Service over time, may not adequately support the Service, and may not fix bugs in the Service in a timely way or at all. The Service may therefore not have the utility you expect.

Service Issues. The Service may be degraded, interrupted, or fail because of hardware, software, or network defects, security breaches, hacking, viruses or other malicious code, natural disasters, congestion in underlying networks, and other causes. Creator Company may be unable to restore the Service to normal operation in a timely way or at all.

Service Updates. Creator Company may not update the Service in a timely way or at all to fix bugs, address incompatibilities arising because of changes in underlying technologies and services, respond to user feedback, or react to competitive threats. Any such delays or failures could adversely affect the Service.

Failure to Meet Expectations. The initial and future versions of the Service may not meet your expectations regarding features, functions, performance, availability, quality, security, scale, price, or other attributes that are important to you.

Reliance on Third Parties. Creator Company relies on third parties it does not control to operate BSC and other systems and services on which the Service depends. Those third parties may be unable or unwilling to act as Creator Company needs and expects, may themselves act maliciously, or may be adversely affected by other parties acting intentionally, unintentionally, or maliciously or by other events outside their control. The failure of those third parties to perform according to Creator Company’s needs and expectations could adversely affect the Service.

Privacy Risks. The SSC System and the Service are built on BSC and other public, decentralised platforms. Anyone with Internet access can inspect all transactions and other information stored in those platforms that is not encrypted. Your Orders for and transactions involving The Tokens, and other information about you or that belongs to you that may be processed by or stored in those platforms in connection with your use of the SSC System or the Service, may be inspected by the public. Certain information may, even if encrypted, be associated with you by combining it with other public or non-public information.

  1. Technology Risks

Core Technology Risks. The Service is built with core technologies that are in some cases immature and unproven, including the BSC platform and various open source software applications and libraries. If those core technologies do not perform according to Creator Company’s needs or expectations, have bugs or security vulnerabilities that are not or cannot be fixed, become unstable, degraded, or unavailable, are changed or forked in a way that is incompatible with the Service, or are not further developed or supported, Creator Company may be required to change the specifications of the Service and to reduce or eliminate features and functions that are important to you, or to discontinue the Service.

Smart Contract Risks. Certain key features of the Service will be implemented in smart contracts on the BSC platform. The nature of smart contracts makes them difficult to change to fix bugs, improve performance, or add features and functions. Creator Company may therefore not correct defects in the Service or improve the Service to meet market needs or respond to competition fast enough or at all, which could adversely affect the utility or viability of the Service.

Hacking. All software systems, including the Service, have security vulnerabilities. Malicious actors may disrupt, corrupt, or interfere with the Service, may defraud Creator Company or other stakeholders in the Service, including you, and may steal The Tokens or other valuable data stored in the Service, some of which may belong to or involve you.

Mining Attacks. Certain features of the Service depend on the BSC platform. BSC is a decentralised service comprising a global peer-to-peer network of many independent node operators. Coordination or collusion among node operators could subject the Service and its stakeholders, including you, to a variety of attacks that could compromise the integrity of the Service, cause loss, theft, or corruption of The Tokens and other valuable data stored in the Service, including yours, or increase the cost of using the platform to levels that make operation of the Service uneconomic and unsustainable.

Security Risks. The security and integrity of essential components of the Service depend on cryptography. Known and currently unknown weaknesses in the cryptographic algorithms used in the Service and its underlying core technologies, and advances in techniques or computing power to circumvent those algorithms, may compromise the security and integrity of the Service, cause the loss, theft, or corruption of The Tokens and other valuable data stored in the Service, including yours, and require the suspension or discontinuation of the Service. The existence or future development of stronger cryptographic algorithms to replace compromised algorithms, and the feasibility of implementing those stronger algorithms in the Service and its underlying core technologies, is uncertain.

  1. Regulatory Risks

Regulatory Status. The regulatory status of the Service, the Tokens, and the Token Sale is unclear or unsettled in many jurisdictions. Regulators in many jurisdictions have announced their intention to consider the adoption of regulations to cover cryptographic tokens and the markets for them. It is not known if, when, or to what degree different jurisdictions will interpret existing laws and regulations or adopt new laws and regulations that could adversely affect the Service, the Tokens, and the Token Sale, or whether those laws or regulations would be applied retroactively. Adverse laws or regulations and/or the financial and other costs of regulation could cause Creator Company to modify or discontinue certain features or functions of the Service, or cause Creator Company to discontinue the Service in certain jurisdictions or entirely, or make using, holding, trading, buying, selling, or transferring The Tokens regulated or illegal in certain jurisdictions.

Compliance Risks. Complying with laws and regulations that apply to Creator Company and the Service may be costly and may divert a significant portion of Creator Company’s attention and resources. If Creator Company must have a licence or other government registration or approval to operate the Service in a jurisdiction, there is no guarantee that Creator Company will qualify for or be granted the necessary licence, registration, or approval. The lack of the necessary licence, registration or approval would restrict or prevent Creator Company from operating the Service in that jurisdiction. If Creator Company fails to comply with applicable laws or regulations, Creator Company could be subject to significant legal liability and financial and reputational losses which may adversely affect the Service.

Tax. The tax status of the Service, the Tokens, and the Token Sale is unclear or unsettled in many jurisdictions. Adverse interpretation of existing tax laws and regulations or adoption of new adverse tax laws and regulations could result in unanticipated and potentially retroactive tax liability for Creator Company and other stakeholders in the Service, including you. Those adverse tax consequences could cause Creator Company to modify or discontinue certain features or functions of the Service or increase prices for the Service, or cause Creator Company to make the Service unavailable in certain jurisdictions, or make using, holding, trading, buying, selling, or transferring The Tokens subject to tax in certain jurisdictions.

  1. Market Risks

Lack of Market Penetration. The Service may not attract users and/or reserve operators at the intended level or at a level sufficient to become or remain useful or viable. Any such lack of use or interest could negatively impact the development of the Service and/or the utility or value of the Service and/or the Tokens.

Competition. Other organisations may develop services that compete with the Service, and may do so with some or all of the open source software underlying the Service. Those competing services may adversely affect the adoption and use of the Service, and ultimately the viability and continued existence of the Service. It is unknown whether or to what extent, if any, those competing services may be interoperable with the Service or may accept the Tokens.

Secondary Markets for The Tokens. As at the start of the Token Sale Period, there is no public market for The Tokens. Virtual currency exchanges and other secondary markets for the Tokens may never exist. Even if the Tokens are listed or traded on a secondary market, there is no assurance that an active or liquid trading market for The Tokens will develop or, if developed, will be sustained. Unless Creator Company publicly states otherwise, Creator Company has no financial or other relationship with, and does not endorse, any such exchange or secondary market that elects to transact in The Tokens. Exchanges and secondary markets may be new, undercapitalised, illiquid, volatile, operated by persons with minimal or no relevant experience, and subject to minimal or no regulatory oversight, making use of them susceptible to a variety of market, financial, fraud, and other risks that could result in your loss of The Tokens or other losses.

Price Volatility. The price of The Tokens in the Token Sale may not be indicative of the price of The Tokens on public markets. The Tokens have no intrinsic value at the time they are created. The price of The Tokens on public markets may be extremely volatile, may decline below the price you pay for The Tokens, or may diminish to zero in response to various factors, some of which are outside Creator Company’s control, including, among others, the following:

The volatility of the prices of cryptographic tokens generally and in response to events that have little or nothing to do with Creator Company;

General economic conditions and macroeconomic changes;

Changes and innovations in blockchain technology, the industry sectors in which Creator Company operates, and other technologies and markets;

Creator Company’s announcements pertaining to strategic direction, key personnel, financial and operational results, partnerships, significant transactions, new products, and other events;

activities and announcements of Creator Company’s competitors; and

Third-party reports, recommendations, and statements regarding The Tokens, the Service, or Creator Company.

Risk of Dilution. Creator Company will distribute The Tokens other than via the Token Sale, as described in Schedule 1 (Details of the Token Sale). In many cases those other The Tokens will be distributed for significantly less consideration per theToken than you paid for your The Tokens. The distribution of those other The Tokens will increase the overall supply of The Tokens in the market, and may affect as well as result in downward pressure on the market price of The Tokens.

Market Perception. The market price of The Tokens could be adversely affected by negative publicity, social media commentary, rumours, and other information, whether or not true, about Creator Company, the Service, the Tokens, the technology on which the Service is based (including BSC), and the legal or regulatory environment in which the Service operates.

General Economic and Market Risks. Adverse changes in general global and regional economic and market conditions may adversely affect Creator Company, the suppliers and third parties on which Creator Company depends, and users and prospective users of the Service, all of which may adversely affect the availability, reliability, performance, adoption, and the success of the Service.

  1. Participant Risks

Private Key Risks. You, not Creator Company, are responsible for securing the private key that controls your The Tokens. If you do not know your private key, you will permanently lose your The Tokens. If your private key is lost or stolen, you could permanently lose your The Tokens. If you store your private key with a third party wallet or vault service, you will permanently lose your The Tokens if you forget and are unable to recover your credentials to access the third party service, or if the third party service malfunctions, is corrupted or compromised, makes your credentials or private key available to others, ceases operations, is hacked, or otherwise cannot make your private key available to you or loses control of your private key.

Token Sale Process Risks. The process for submitting an Order and receiving The Tokens is described in these Terms, including Schedule 1 (Details of the Token Sale), and on the Token Sale Site. If you do not carefully follow that process, you may not be able to participate in the Token Sale or purchase The Tokens, you may permanently lose the funds which you intend to submit as payment for your Order, or you may permanently lose the Tokens which you have purchased. The Payment Address, like all software systems, has security vulnerabilities. Malicious actors may attempt to steal funds from the Payment Address, including by hacking it. Funds in the Payment Address are also subject to loss or theft by other means. You accept all risk of loss or theft of your payments from the Payment Address.

Incompatible Wallet. The technical requirements for receiving The Tokens are described in Clause V.4 of these Terms. If you use a wallet or other technology that does not conform to those technical requirements, or if you use a third party service whose wallet or other technology does not conform to those technical requirements, your The Tokens may be permanently lost.

Uninsured Losses. The Tokens are not insured by Creator Company or by any public agency. If your The Tokens are lost or stolen, you will have no recourse unless you insure them at your expense. Creator Company cannot issue new or substitute The Tokens to replace lost or stolen The Tokens.

We press that you are totally in charge at yourself when using, trading Tokens for any purpose. And we are exempt from liability of using, trading, or confirm anything related to Tokens you owned.