PLEASE CONSULT YOUR LEGAL AND FINANCIAL ADVISORS BEFORE CONSIDERING PARTICIPATING IN THE TOKEN SALE.
If you decide to participate in the token sale, please note that your payment or contribution does not represent, constitute or involve the exchange of cryptocurrencies for any form of securities, investment units and/or form of ordinary shares in the project, platform, company, or any other entity.
The Tokens to be issued and distributed are not intended to constitute securities and/or collective investment units in any project, platform, association, company or entity of any kind.
Participants do not receive any form of dividend or other revenue rights, nor does represent any participation in a profit-sharing scheme.
CRYODAO MAKES NO WARRANTY OR REPRESENTATION, WHATSOEVER, WITH RESPECT TO THE TOKENS AND THE NATURE OF THE TOKENS, INCLUDING, BUT NOT LIMITED TO ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (iii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PARTICIPANT ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY CRYODAO, OR ANY OTHER PERSON ON THE ENTITY’S BEHALF.
The Participant has been advised that the token sale has not been registered under any country’s securities laws, and, therefore, cannot be transferable or resold at this stage.
The Participant is participating for its own account not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and has no present intention of selling, granting any tokens, or otherwise distributing the same.
The Participant has such knowledge and experience in financial and business matters that the Participant is capable of evaluating the merits and risks of such participation, is able to incur a complete loss of such investment without impairing the Participant’s financial condition and is able to bear the economic risk of such, for an indefinite period of time.
The Participant represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection to the participation in the token sale, including (i) the legal requirements within its jurisdiction (ii) any foreign exchange restrictions applicable to such participation (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the participation.
The participation and holding of any tokens will not violate any applicable laws of the Participant’s jurisdiction.
CryoDAO may request some personal information about the Participant in the future. The Participant consents and agrees to the release or disclosure of any and all of the Participant’s information to third party entities, and applicable Governmental Authorities and to CryoDAO’s affiliates and/or agents for the compliance of any applicable laws or regulations. The Participant acknowledges that CryoDAO and others will rely upon the truth and accuracy of the acknowledgments, representations and covenants contained herein, and agrees that if any of the acknowledgments, representations or agreements deemed to have been made are no longer accurate, it shall promptly notify CryoDAO.
The Participant understands that the participation in the token sale involves significant risks, all of which the Participant fully and completely assumes, including, but not limited to, the risk that (i) the technology associated with the network or the tokens, will not function as intended; (ii) the token launch and token auction will not be completed; (iii) the network and the tokens will fail to attract sufficient interest from users; and (iv) CryoDAO it’s affiliates, the network or the tokens, may be subject to investigation and punitive actions from any governmental authorities. The Participant is financially sophisticated and has such knowledge and experience in financial and business matters, such that the Participant is capable of fully evaluating the merits and risks of participating in the token sale. The Participant is fully able to bear such risks and agrees to bear such risks. The Participant has acquired sufficient information about CryoDAO to reach an informed and knowledgeable decision to participate in the sale. Furthermore, the Participant has sufficient technical understanding of cryptographic tokens, network protocols, smart contracts, token storage mechanisms, and distributed networks or distributed ledger technology in general to understand and to appreciate the risks and implications of participating in the token sale.
THE PARTICIPANT UNDERSTANDS AND EXPRESSLY ACCEPTS THAT THE TOKENS WILL BE CREATED AND DELIVERED AT THE SOLE RISK OF THE PARTICIPANT ON AN “AS IS,” “UNDER DEVELOPMENT” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PARTICIPANT ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY CRYODAO, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS.
THE PARTICIPANT ACKNOWLEDGES THAT THE INFORMATION PROVIDED CONSTITUTES SUFFICIENT INFORMATION FOR THE PARTICIPANT TO MAKE AN INFORMED DECISION. THE PARTICIPANT ACKNOWLEDGES THAT IT HAS BEEN ADVISED TO CONSULT WITH, AND HAS CONSULTED WITH, THE PARTICIPANT’S OWN ATTORNEY, ACCOUNTANT, TAX ADVISOR, AND INVESTMENT ADVISOR WITH RESPECT TO THE PARTICIPATION.
The Participant understands that the Participant bears sole responsibility for any taxes as a result of the matters and transactions contemplated by the token sale, any future acquisition, ownership, use, sale or other disposition of Tokens. This includes the tax implications associated with any determination that the tokens do represent a security, a right to a security, an asset or commodity, a right to an asset or commodity, a utility or use right.
The Participant agrees to indemnify, defend and hold CryoDAO, or any of its affiliates, directors, officers, employees, contributors, advisors or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty, including with respect to any taxes associated with or arising from the Participant’s participation in the token launch or auction, or the use or ownership of tokens.
Restrictions on Participation. The following restrictions applies to participation in the governance of CryoDAO by holding the $CRYO governance token:
- The $CRYO governance token described herein may not be held by, offered or sold to “U.S. persons” (within the meaning of Rule 902 of Regulation S promulgated under the Securities Act of 1933, as amended) or within the United States of America and may not be offered or sold, directly or indirectly, to U.S. persons or within the United States of America, unless, among other things, they are subsequently registered under applicable securities laws or an exemption from such registration is available.
- Further, no entity, person or body corporate, nor any affiliates or beneficial owners of the same, who is deemed a Prohibited Person may own, buy, or sell the $CRYO token described herein. For the purposes hereof, “Prohibited Person” means any individual, or legal entity or person, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) that is: (i) a national or resident of, or legal entity formed or incorporated within or subject to the Laws of any United States embargoed or restricted country, (ii) a national or resident of, or legal entity formed or incorporated within or subject to the Laws of the Republic of Cuba, Democratic People’s Republic of North Korea, Islamic Republic of Iran, Libya, People’s Republic of China, Republic of South Sudan, Republic of Sudan, Syrian Arab Republic or the Crimea; (iii) included on, or affiliated with any Person on the United States Commerce Department’s Denied Persons List, Entities List, or Unverified List; the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List, Specially Designated Narcotics Traffickers or Specially Designated Terrorists, or the Annex to Executive Order No. 13224; the Department of State’s Debarred List; or UN Sanctions; (iv) a Person with whom business transactions, including exports and re-exports, are restricted by a United States Governmental Authority, including, each item listed in the foregoing clauses (i), (ii), (iii) and (iv) and any updates or revisions thereto and any newly published rules therefore; or (v) a subject or target of any other economic sanctions administered or enforced by the United Nations, the European Union, or the United Kingdom.