TERMS AND CONDITIONS RELATING TO TOKEN SALE
Version dated 19 May 2018.
PLEASE READ THESE TERMS AND CONDITIONS (“T&Cs“) CAREFULLY. BY MAKING A CONTRIBUTION TO SID LTD FOR THE PURCHASE OF SIDT TOKENS (“SIDT“) DURING THE TOKEN SALE, YOU WILL BE BOUND BY THESE T&Cs AND ALL TERMS INCORPORATED HEREIN BY REFERENCE.
BY ACCEPTING THESE T&Cs, YOU WILL BE ENTERING INTO A BINDING AGREEMENT WITH SID LTD. THESE T&Cs CONTAIN PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS. NOTE THAT CLAUSE 20 CONTAINS A BINDING ARBITRATION CLAUSE. IF YOU DO NOT AGREE TO THESE T&Cs, DO NOT MAKE A CONTRIBUTION FOR THE PURCHASE OF SIDT AND NAVIGATE AWAY FROM THE SID PLATFORM WEBSITE (AS DEFINED BELOW).
Due to legal and regulatory uncertainty in the United States of America and the People’s Republic of China (together referred to as “Prohibited Jurisdictions” and each shall be a “Prohibited Jurisdiction”), citizens and green card holders of and persons residing in any of the Prohibited Jurisdictions are prohibited from making contributions to SID Ltd under the terms of this Agreement. Persons from any of the Prohibited Jurisdictions that provide false or inaccurate information about their citizenship, residency and/or nationality shall be in breach of this Agreement and shall be required to indemnify SID Ltd in respect of any damages and/or losses suffered due to this breach in accordance with the indemnification provisions set out in this Agreement.
PARTIES TO THESE T&Cs
SID Ltd is a company incorporated and registered in Gibraltar with registration number 116861 and shall be the creator of its own proprietary token known as SIDT under these T&Cs. There may be other entities within the SID Ltd group of companies from time to time (“SID Companies“) that will develop, manage and/or operate the SID Platform (as defined in clause 1 below) (or parts thereof) and references in these T&Cs to “SID Ltd“, “Company“, “we“, “our” or “us ” shall be to SID Ltd, the SID Companies and their respective successors and assigns.
References in these T&Cs to “Contributor“, “your” or “you” are to the person/entity who accepts these T&Cs and agrees to make a contribution to SID Ltd as set out in and on the terms of these T&Cs. You and SID Ltd shall together be referred to as the “Parties” and references to a “Party” shall be to the relevant one of them as the context requires.
If you have any questions relating to these T&Cs, please contact us at [[email protected]].
YOU AND SID LTD HEREBY AGREE AS FOLLOWS:
- SID Platform
1.1 SID LTD is in the process of developing a decentralized platform using the Steller blockchain, which aims to create a peer-to-peer internet sharing system which will allow the sharing of internet from one person to another in an automated manner (the “SID Platform”).
1.2 SID Ltd is further proposing to develop a decentralized protocol with cryptographic tokens known as SIDT which are intended to have certain functionalities on the SID Platform (as more particularly described in Schedule 1 of these T&Cs), and is seeking to raise funds through a reward based crowdfunding campaign (the “Token Sale”) which it will deploy on the development of the SID Platform and to meet various other operating expenses related to SID Ltd’s business.
1.3 For a more detailed description of the proposed SID Platform, please refer to:
- a) the SID website at https://shareinternetdata.io/; and
- b) the SID Whitepaper (a copy of which can be found at:
https://s3-eu-west-1.amazonaws.com/sid.frinwo.com/whitepaper/WhitePaper_SID_Public.pdf and the Whitepaper Summary at:
(collectively referred to as the “Project Documentation“).
1.4 The information contained in the Project Documentation is of a descriptive nature only, is not binding and does not form part of these T&Cs.
- Scope of T&Cs
2.1 Except as otherwise stated, these T&Cs (including any terms incorporated herein by reference) govern only your contribution to SID Ltd for the purchase of SIDT during the Contribution Period (as such term is defined in clause 3 below).
2.2 Any potential future use of SIDT in connection with the provision or receipt of services on the SID Platform shall be subject to and governed by such other applicable terms, conditions and policies relating to the use of the SID Platform (“Platform Terms“), including these T&Cs. Such Platform Terms will be made available to SID Platform users if the SID Platform is successfully developed and deployed.
- Contribution Period
3.1 Contributions may be made during a defined period of time (“Contribution Period”) and shall consist of a Private Sale campaign (“Private Sale”) and a general public sale (“Main Sale”).
3.2 The number of SIDT available for purchase during the Private Sale and the Main Sale shall be 10,250,000,000 SIDT (“Available SIDT”).
3.3 Subject to clause 3.5, the Private Sale shall commence on [1 July] 2018 at [24:00] CET and shall end on the earlier of:
- a) all Available SIDT being purchased; or
- b) on [1 October] 2018 at [24:00] CET.
3.4 To the extent that all Available SIDT have not been purchased during the Private Sale and subject to clause 3.5, the Main Sale shall commence on [14 October] 2018 at [00:00] CET and shall end on the earlier of:
- a) all Available SIDT being purchased; or
- b) on [31 December] 2018 at [24:00] CET.
3.5 SID Ltd reserves the right, in its absolute and unfettered discretion and for any reason, to change the date when the Private Sale and/or the Main Sale will commence and to extend or shorten the duration of the Private Sale and/or the Main Sale.
- SIDT Price
4.1 Subject to any special terms agreed by separate arrangement with a Contributor during the Private Sale which deviate from this clause 4, the price per SIDT shall be denominated in Euros (“EUR”), and the price attributed to SIDT in respect of any contribution made under these T&Cs will be 1 EUR = 100 SIDT minus the discount or bonus, if any, in each phase of the token sale as will be announced on the SID website www.ShareInternetData.io prior to the start of each phase or prior to the sale of each block of tokens.
4.2 Where any Contribution Amount is made under the terms of this Agreement in Ether (“ETH”), Bitcoin (“BTC”), Bitcoin Cash (“BCH”), Bitcoin Gold (“BTG”) Litecoin (“LTC”), Stellar (“XLM”), Pounds Sterling (“GBP”) or United States Dollars (“USD”) or such other mayor currency as shown on the Company website and updated from time to time, the value that such currency has against the EURO (“EUR”) shall be determined by the Company referring to such exchanges as the Company shall decide in its sole and absolute discretion (the “Conversion”), in order to calculate the SIDT that will be issued to the Contributor. The Company shall not be responsible or liable for any losses which may be suffered by the Contributor as a result of the Conversion, nor shall the Company be liable for any errors in the rates of exchange published by any exchange.
- Right to Request Information
5.1 Before you are able to make a contribution to SID Ltd or at any time after making a contribution, we may (in our sole and absolute discretion):
- request you to provide certain information and documentation for the purposes of complying with any “know your customer” or similar obligations to which we may be subject; and/or
- determine that it is necessary to obtain certain other information about you in order to comply with applicable laws and regulations in connection with the creation and issue of SIDT to you.
5.2 You agree that you shall, promptly upon SID Ltd’s request, supply such information and documentation as may be reasonably requested by us pursuant to clause 5.1 in order for us to:
- carry out, to our satisfaction, all necessary “know your customer” and other similar checks which we may be obliged to perform; and
- ensure, to our satisfaction, that we have complied with all applicable laws and regulations in connection with the creation and issue of SIDT to you as contemplated by these T&Cs.
5.3 You acknowledge and accept that we may refuse or reject any contributions for the purchase of SIDT until you provide all information and documentation that we may request under this clause 5 and we have determined that it is permissible to create and issue SIDT to you under applicable law.
- Methods and Terms of Contribution
6.1 You may only contribute to SID Ltd during the Token Sale in the manner described in this clause 6.
6.2 Contributions to be made in Ether (ETH) must be sent from an Ethereum wallet in respect of which you can identify your private key. Your private key shall be required to verify your ETH contribution to SID Ltd and to enable SID Ltd to issue SIDT to you through the Smart Contract System (as further described in clause 7).
6.3 Contributions to be made in Bitcoin (BTC) shall be sent from a Bitcoin wallet in respect of which you can identify your private key. Your private key shall be required to verify your Bitcoin contribution to SID Ltd and to enable SID Ltd to issue SIDT to you through the Smart Contract System (as further described in clause 7).
6.4 Contributions to be made in Bitcoin Cash (BCH) shall be sent from a Bitcoin Cash wallet in respect of which you can identify your private key. Your private key shall be required to verify your Bitcoin Cash contribution to SID Ltd and to enable SID Ltd to issue SIDT to you through the Smart Contract System (as further described in clause 7).
6.5 Contributions to be made in Bitcoin Gold (BTG) shall be sent from a Bitcoin Cash wallet in respect of which you can identify your private key. Your private key shall be required to verify your Bitcoin Cash contribution to SID Ltd and to enable SID Ltd to issue SIDT to you through the Smart Contract System (as further described in clause 7).
6.6 Contributions to be made in Litecoin (LTC) shall be sent from a Litecoin wallet in respect of which you can identify your private key. Your private key shall be required to verify your Litecoin contribution to SID Ltd and to enable SID Ltd to issue SIDT to you through the Smart Contract System (as further described in clause 7).
6.7 Contributions to be made in Stellar (XLM) shall be sent from a Stellar wallet in respect of which you can identify your private key. Your private key shall be required to verify your Stellar contribution to SID Ltd and to enable SID Ltd to issue SIDT to you through the Smart Contract System (as further described in clause 7).
6.8 Contributions to be made in fiat currency must be sent from a bank account in your name to a bank account maintained by the Company (the “Company’s Bank Account”), details of which shall be provided to each Contributor upon request. In accordance with this clause 6.7 your wallet address shall be required to verify your contribution to the Company and to enable the Company to issue SIDT to you through the Smart Contract System.
6.9 The Smart Contract address to which contributions shall be sent during the Token Sale shall be specified on the SID website. To the extent that any third-party website, service or smart-contract offers to receive contributions and issue SIDT or facilitates the allocation or transfer of SIDT in any way during the Contribution Period, such third-party websites or services are, unless expressly set out in these T&Cs or mentioned on the SID website, not authorized by SID Ltd nor do they have any legal or commercial relationship in any way with SID Ltd, the SID Platform or SIDT.
6.10 Contributors that send contributions:
- in any crypto-currency other than ETH, BTC, BCH, BCG, LTC or XLM; or (iii) a manner that does not conform with the methods of contribution described in these T&Cs; or
- to any third-party website, wallet address, service or smart contract that offers SIDT in the manner described in clause 6.9;
risk losing their entire contribution and SID Ltd shall not be responsible or liable for recovering or returning any such contributions to the Contributor nor shall SID Ltd be responsible or liable for any losses incurred by the Contributor in this respect.
- Creation and issue of SIDT through the Smart Contract System
7.1 SID Ltd has deployed a smart contract system (the “Smart Contract System“) on the Stellar blockchain for the purposes of creating its own proprietary tokens, SIDT, and issuing such SIDT to the Contributor’s Stellar wallet. SIDT shall be based on the XLM token standard and is intended to have the functionality set out in Schedule 1.
7.2 SID Ltd shall keep a record of all contributions received by the Contributor’s wallets or bank account, including details of the time the contribution was received, the amount of the contribution, and the wallet address or bank account from which the contribution was sent (“Contribution Records“).
7.3 In order to receive SIDT, the Contributor must have, and send a notice to SID Ltd containing the address of, a Stellar wallet that supports the XLM token standard. In other words, the Contributor’s Stellar’s wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of SIDT, being tokens that are created based on the XLM token standard. SID Ltd reserves the right to prescribe additional conditions relating to the specific wallet requirements at any time acting in its sole and absolute discretion.
7.4 Following the conclusion of the Contribution Period, we shall undertake a contribution verification procedure based on the Contribution Records and other information that we may request pursuant to clause 5 above. Provided SID Ltd is successfully able to verify your contribution, we shall send instructions to the Smart Contract System to initiate the creation and issue of SIDT to the Stellar wallet address, which you send us notice of pursuant to clause 7.3.
7.5 Subject to compliance with the foregoing provisions of clauses 5, 6 and 7 above, delivery of SIDT to shall be made approximately 1 to 4 weeks following the conclusion of the Contribution Period by the Smart Contract System, (subject to ordinary Stellar blockchain waiting periods and subject to the risks outlined in these T&Cs), by sending SIDT to the Stellar wallet address which you send us notice of pursuant to clause 7.3. At Company sole discretion an email confirmation will be send to notify that the Tokens have been transferred to your Stellar Wallet.
7.6 On receipt of your contribution, such contribution shall immediately become the sole and exclusive property of SID Ltd who shall be entitled to apply the contribution towards the development of the SID Platform and other operating expenses relating to our business. The application of your contribution shall be determined by us acting in our sole and absolute discretion and we shall be under no obligation to inform you or otherwise verify how your contribution is used.
7.7. All SIDT(s) transferred to your Wallets will have a 9 months lock-in period as to allow the Company to scale before you are allowed to sell your SIDT(s); unless you are explicitly authorized to sell your SIDT(s) in a separate Contract between you and Company earlier than stated herein. Once lock-in period is expired you may sell maximum of one third of your SIDT(s) each different quarter.
- Refunds, Refusals, Suspension and Termination of Contributions
8.1 Sid Ltd has not imposed a minimum aggregate contribution target. SID Ltd reserves the right at any time to impose a different minimum aggregate contribution target if and when such higher than zero amount is deposited by LDJCayman Fund Ltd in an escrow account held by the Legal advisors (Isolas LLP) of SID Ltd on behalf of SID Ltd (“Minimum Target“). If on conclusion of the Contribution Period, the aggregate sum of all contributions received by SID Ltd is less than the Minimum Target, SID Ltd shall, within a reasonable period of time, exercise reasonable endeavors to procure that contributions are returned to the Contributor minus expenses such as but not limited to KYC/AML & legal & accountants & refund expenses.
8.2 SID Ltd reserves the right to refuse or reject any contributions made at any time in our sole and absolute discretion. To the extent that we refuse or reject a contribution, we will exercise reasonable endeavors to procure that the contribution is returned to the Contributor, however, we do not warrant, represent or offer any assurances that we will successfully be able to recover and/or return any such contributions.
8.3 Subject to clauses 8.1, 8.2 and except to the extent required by applicable law, all contributions received by SID Ltd under these T&Cs are final and Contributors shall not be entitled to claim any refund or reimbursement of contributions from SID Ltd.
8.4 At any time prior to the end of the Contribution Period, SID Ltd may either temporarily suspend or permanently abort the Token Sale for security reasons. Any suspension or abort of the Token Sale shall be deemed to commence from the moment that SID Ltd publishes a notice to that effect on the SID website.
8.5 During any period of suspension or in the event that the Contribution Period is aborted, we shall not be able to receive and accept contributions, create SIDT and/or issue SIDT to Contributors. Contributors who send us contributions risk losing their entire contribution and we shall not be responsible or liable for recovering or returning any such contributions to the Contributor nor shall we be responsible or liable for any losses incurred by the Contributor in this respect.
8.6 To the extent that either clause 8.1 and/or 8.2 apply, SID Ltd shall, within a reasonable period of time, exercise reasonable endeavors to procure that:
- contributions are returned to the wallet address or bank account from which the contribution was made; and
- the same amount that was contributed is returned to the Contributor (less any applicable mining fees and other administrative expenses incurred by us in returning the contribution to the Contributor).
9.1 Ownership of SIDT carries no rights, whether express or implied, other than a limited potential future right or expectation to use and interact with the SID Platform (as further described in Schedule 1), if and to the extent the SID Platform is successfully developed and deployed. Any potential future right or expectation relating to the provision and receipt of services on the SID Platform shall be subject to any restrictions and limitations set out in these T&Cs and/or the Platform Terms (as applicable).
9.2 You acknowledge and accept that SIDT do not represent or constitute:
- any ownership right or stake, share, equity, security, commodity, bond, debt instrument or any other financial instrument or investment carrying equivalent rights;
- any right to receive future revenues, shares or any other form of participation or governance right from, in or relating to SID Ltd and/or the SID Platform;
- any form of money or legal tender in any jurisdiction, nor do they constitute any representation of money (including electronic money); or
- the provision of any goods and/or services as at the date that these T&Cs form a binding agreement between the Parties.
9.3 Protections offered by applicable law in relation to the acquisition, storage, sale and/or transfer of the instruments and/or investments referred to in clause 9.2 shall not apply to any contribution made under these T&Cs for the acquisition of SIDT or to your storage, sale and/or transfer of SIDT.
9.4 SID Ltd makes no warranties or representations and offers no assurances (in each case whether express or implied) that SIDT shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the SID Platform.
- Contributor’s Representations and Warranties
10.1 By participating in the Token Sale and sending a contribution to SID Ltd, you hereby represent and warrant that:
- you have read and understood these T&Cs (including all the Schedules hereto);
- you have the necessary authority and consent to accept these T&Cs, to enter into a binding agreement with SID Ltd and to perform the obligations set out herein;
- the acceptance of these T&Cs and the entry into a binding agreement with SID Ltd shall not result in any breach of, be in conflict with, or constitute a material default under: (i) any provision of the Contributor’s constitutional or organizational documents (in the case of a corporate entity including, without limitation. any company or partnership); (ii) any provision of any judgment, decree or order imposed on the Contributor by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which the Contributor is a party or by which the Contributor is bound;
- you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens (like Bitcoin and ETH), token storage facilities (including digital token wallets), blockchain technology and blockchain-based software systems;
- you have obtained sufficient information about the potential future use and functionality of SIDT to make an informed decision to participate in the Token Sale pursuant to these T&Cs;
- you understand that SIDT confer only a limited potential future right or expectation to use and interact with the SID Platform (as more particularly described in Schedule 1) and that SIDT confer no other rights of any kind with respect to SID Ltd and/or the SID Platform, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property rights), or other financial or legal rights;
- if you are an individual, you are at least 18 years of age, you have sufficient legal capacity to accept these T&Cs and to enter into a binding agreement with Sid Ltd on the terms set out herein;
- if you are making a contribution for the acquisition of SIDT for or on behalf of an entity, such entity is duly incorporated, registered and validly existing under the applicable laws of the jurisdiction in which the entity is established;
- if you are making a contribution for the purchase of SIDT for or on behalf of an entity or person, you are authorized to accept these T&Cs and enter into a binding agreement with SID Ltd on such entity’s or person’s behalf (and in such circumstances, references in these T&Cs to “Contributor”, “your” or “you” shall be a reference to the entity or person on whose behalf you are authorized to make a contribution);
- you are making a contribution for the purchase of SIDT to support the development, testing, deployment and operation of the SID Platform and to potentially use and interact with the SID Platform at a future point in time. You are not making a contribution under these T&Cs for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;
- any contribution to be made by you for the purchase of SIDT is not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing activities;
- you shall not use SIDT to finance, engage in, or otherwise support any unlawful activities;
- the contribution shall be transferred to SID Ltd from an Stellar wallet, that: (i) is registered in your name or in the name of a person who is duly authorized by you to send a contribution to SID Ltd; and (ii) is not located in or that is not registered in the name of a person located in or resident of the Prohibited Jurisdiction, or any country or territory that has been designated by the Financial Action Task Force as a “non-cooperative country or territory”;
- making a contribution and receiving SIDT under these T&Cs is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject and any contribution shall be made in full compliance with applicable laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction);
- you are not a citizen of or resident or domiciled in a Prohibited Jurisdiction or making a contribution for the purchase of SIDT from a location in a Prohibited Jurisdiction, nor are you an entity (including, but not limited to, any company or partnership) incorporated, established or registered in or under the laws of a Prohibited Jurisdiction, nor are you making a contribution for the purchase of SIDT for or on behalf of any such person or entity;
- you are not the subject of any sanctions administered or enforced by any country, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is the subject of a country-wide or territory-wide sanction imposed by any country or government or international authority;
- you will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, storage, sale or transfer of SIDT;
- you shall provide us with a Stellar wallet that supports the XLM token standard (i.e. technically supports the receipt, storage, holding and transfer of tokens such as SIDT) for the purposes of receiving SIDT;
- you understand and accept the risks of contributing to early stage blockchain start-up businesses and acknowledge that these risks are substantial. You further warrant and represent that your contribution does not represent a meaningful or substantial proportion of your wealth or net worth, and that you are willing to accept the risk of loss associated with the contribution made under these T&Cs;
- you understand that SIDT are solely rights to access and use services and products on the SID Platform, and do not have any attribute that provides the holder with equity, creditor or similar rights. SIDT should not be considered investments of any type, including but not limited to, any form of currency or security, and the Contributor should not expect profits of any type from acquiring SIDT nor acquire SIDT for any type of investment purposes;
- you acknowledge you fully understand the contents of the Project Documentation provided by SID Ltd and are participating in the Token Sale with the intention of fully accepting the risk of the failure of the SID Platform;
- you are making a contribution primarily to support the development, testing, deployment and operation of the SID Platform, being aware of the risks associated with it (as further described in Schedule 2 to these T&Cs), and are not contributing to the Company for any speculative, investment or other financial purposes;
- you shall waive the right to participate in a class action lawsuit or a class-wide arbitration against SID Ltd, its founders and team members or any entity or individual involved in the development of the SID Platform;
- you understand that you do not have any right against SID Ltd, the founders and team members or any other party to request any refund of your contribution provided during the Token Sale;
- you understand that you bear the sole responsibility to determine if your contribution and obtainment of SIDT, use of SIDT and the potential appreciation or depreciation in the value of SIDT over time, the sale and purchase of SIDT and/or any other action or transaction related to SIDT, SID Ltd or the SID Platform have tax implications for you; and
- all of the above representations and warranties are true, complete, accurate and non-misleading from the time of your access to and/or acceptance of possession of these T&Cs.
You acknowledge and agree that sending a contribution to SID Ltd, the creation and issue of SIDT and the development and deployment of the SID Platform carries significant financial, regulatory and reputational risks, including but not limited to those set out in Schedule 2 of these T&Cs.
BY MAKING A CONTRIBUTION TO SID LTD AND ACCEPTING THESE T&Cs YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THE RISKS SET OUT IN SCHEDULE 2.
- Audit of the Smart Contract System
12.1 SID Ltd shall exercise reasonable endeavors to procure that the Smart Contract System is audited and approved by technical experts with regard to both accuracy and security of the underlying code.
12.2 Notwithstanding clause 12.1, smart contract technology is still in an early stage of development and its application is currently of an experimental nature, which carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, while any audit conducted shall raise the level of security and accuracy of the Smart Contract System, you acknowledge, understand and accept that the audit does not amount to any form of warranty, representation or assurance (in each case whether express or implied) that the Smart Contract System and SIDT are fit for a particular purpose or that they are free from any defects, weaknesses, vulnerabilities, viruses or bugs which could cause, inter alia, the complete loss of your contribution and/or SIDT.
You are responsible for implementing all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism you use to send a contribution to SID Ltd and to receive and store SIDT that are issued to you by the Smart Contract System, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your SIDT. SID Ltd shall not be responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of SIDT nor shall we be under any obligation to recover or return any SIDT and we hereby exclude (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissions which result in your loss of (including your loss of access to) SIDT issued to you during the Token Sale.
- Intellectual Property
14.1 In this clause 14, “SID Ltd IP Rights” means in relation to SID Ltd, SIDT, the Token Sale, the SID Platform and the SID website, all: (i) patents, inventions, designs, copyright and related rights, database rights, knowhow and confidential information, trademarks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognized in the future; and (iii) all applications, extensions and renewals in relation to any such rights.
14.2 Except as expressly set out in these T&Cs, you are not entitled, for any purpose, to any SID Ltd IP Rights. We shall at all times retain ownership, including all rights, title and interests in and to the SID Ltd IP Rights and you understand and accept that by making a contribution for the purchase of SIDT pursuant to these T&Cs you shall not:
- acquire or otherwise be entitled to any SID Ltd IP Rights;
- make a claim in respect of any SID Ltd IP Rights or any other equivalent rights; or
- use, attempt to use, copy, imitate or modify (whether in whole or in part) any SID Ltd IP Rights, except with our prior written consent.
15.1 To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless SID Ltd and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “SID Ltd Parties“) from and against any and all claims, demands, actions, damages, losses, costs and expenses (including reasonable professional and legal fees) that arise from or relate to:
- your acquisition or use of SIDT under these T&Cs;
- the performance or non-performance of your responsibilities or obligations under these T&Cs;
- your breach of any of the terms and conditions set out in these T&Cs; or
- your breach of any rights of any other person or entity.
15.2 SID Ltd reserves the right to exercise sole control over the defense, at your sole cost and expense, of any claim subject to an indemnity set out in clause 15.1.
15.3 The indemnity set out in this clause 15 is in addition to, and not in lieu of, any other remedies that may be available to SID Ltd under applicable law.
16.1 To the fullest extent permitted by applicable law and except as otherwise specified in writing by us:
- SIDT are sold on an “as is” and “as available” basis, without any warranties or representations of any kind, and we expressly disclaim all warranties and representations relating to the SIDT (whether express or implied), including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement;
- we do not represent or warrant that SIDT are reliable, current or defect-free, meet your requirements, or that any defects will be corrected; and
- we cannot and do not represent or warrant that SIDT or the delivery mechanism for SIDT are free of viruses or other harmful components.
16.2 Neither these T&Cs nor the Project Documentation constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction. SIDT should not be acquired for speculative or investment purposes with the expectation of making a profit on immediate re-sale.
16.3No regulatory authority has examined or approved any of the information set out in these T&Cs and/or the Project Documentation. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of these T&Cs and/or the Project Documentation does not imply that applicable laws, regulatory requirements or rules have been complied with.
- Limitation of Liability
17.1 To the fullest extent permitted by applicable law, in no circumstances shall:
- SID Ltd or any of the SID Ltd Parties be liable for any direct, indirect, special, incidental or consequential loss of any kind (including, but not limited to, loss of revenue, income, business or profits, loss of contract or depletion of goodwill, loss of anticipated savings, loss of use or data, or damages for business interruption or any like loss) arising out of or in any way related to the acquisition, storage, transfer or use of SIDT or otherwise related to these T&Cs, regardless of the cause of action, whether based in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis (even if SID Ltd or any of the SID Ltd Parties have been advised of the possibility of such losses and regardless of whether such losses were foreseeable); and
- the aggregate liability of SID Ltd and the SID Ltd Parties (jointly), whether in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis, arising out of or relating to these T&Cs or the use of or inability to use SIDT, exceed the amount of your contribution.
17.2 The limitations and exclusions of liability set out in clause 17.1 shall not limit or exclude liability for the gross negligence, fraud or intentional, willful or reckless misconduct of SID Ltd, nor shall it limit or exclude any losses for which, as a matter of applicable law, it would be unlawful to limit or exclude liability.
18.1 You are solely responsible for determining whether your contribution to SID Ltd for the development of the SID Platform, the creation, ownership, use, sale, transfer or liquidation of SIDT, the potential appreciation or depreciation in the value of SIDT over time (if any), the allocation of SIDT and/or any other action or transaction contemplated by these T&Cs or related to the SID Platform will give rise to any tax implications on your part.
18.2 You are also solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in which you may be liable to pay tax. SID Ltd shall not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any taxes (including, but not limited to, any income, capital gains, sales, value added or similar tax) which may arise from your contribution and acquisition of SIDT under or in connection with these T&Cs.
18.3 You agree not to hold SID Ltd or any of the SID Ltd Parties liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of SIDT or any other action or transaction related to the SID Platform or the Token Sale.
- Data Protection
19.1 If we make an information request in accordance with clause 5, we may require you to provide information and documents relating to (without limitation):
- your identity;
- your address;
- the source of your wealth;
- the source of funds used for the purposes of purchasing SIDT; and/or
- any other documents or data from which you can be identified,
(together your “Personal Data“).
19.2 We will not disclose your Personal Data except as expressly permitted under these T&Cs and otherwise only with your prior consent. However, we may be required to disclose your Personal Data and/or certain other information about you to the extent required by applicable law or by an order of a court or competent governmental or regulatory authority. By accepting these T&Cs, you expressly agree and consent to your Personal Data being disclosed to third parties to any extent required for the purposes of compliance with applicable law.
19.3 We shall process your Personal Data in accordance with the General Data Protection Regulation (GDPR) (EU) 2016/679, applicable on 25 May 2018, as may be amended (“GDPR“), and you agree that we, as the data controller, may directly or through our service providers or agents process your Personal Data for any one or more of the following purposes:
- the purchase of SIDT and the processing of transactions related to the Token Sale pursuant to these T&Cs;
- providing you with information about us and our range of services;
- compliance with any requirement imposed by applicable law or by an order of a court or competent governmental or regulatory authority;
- management of enquiries and complaints;
- opening, maintaining or operating a bank account in SID Ltd’s name;
- subject to clause 20, resolving any Disputes with you;
- producing summary information for statistical, regulatory and audit purposes; and/or
- any other reasonable purposes in accordance with applicable law.
19.4 Under the GDPR you have a right to access your Personal Data held by us, and it is your responsibility to inform us of any changes to your Personal Data to ensure such data remains accurate. You also have a right to object to your Personal Data being processed for the purposes of direct marketing. You agree to provide a written request to us should you wish to enforce these rights.
19.5 You agree that we may, for the purposes set out in clause 19.3, permit the transfer of your Personal Data to any jurisdiction, whether or not inside the European Economic Area, and that by accepting these T&Cs you authorize and expressly consent to the processing of your Personal Data by us, our agents and/or our service providers, provided that where your Personal Data is processed by entities other than us, our agents or our service providers, we shall seek your prior written consent in respect of such processing.
19.6 You acknowledge, accept and understand that these T&Cs, insofar as they relate to the controlling and processing of your Personal Data by SID Ltd, our agents and/or service providers, are only relevant to the processing of your Personal Data for the purposes set out in clause 19.3. In order to access the SID Platform and provide or receive services therein or otherwise use and interact with the SID Platform, you will be required to accept the Platform Terms which shall also set out the terms and conditions under which your Personal Data is collected, stored and processed (as well as your individual rights under applicable data protection laws) in connection with your use of the SID Platform.
- Dispute Resolution by Arbitration
PLEASE READ THE FOLLOWING CLAUSE CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS CLAUSE REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SID LTD AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
20.1 Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes“) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and SID Ltd (i) waive your and SID Ltd’s respective rights to have any and all Disputes arising from or related to these T&Cs resolved in a court, and (ii) waive your and SID Ltd’s respective rights to a jury trial. Instead, you and SID Ltd will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
20.2 No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these T&Cs is personal to you and SID Ltd and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
20.3 Arbitration Rules. Any dispute arising out of or in connection with this these T&Cs, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration (“LCIA Rules”), which are available at http://www.lcia.org/Dispute_Resolution_Services/lcia-arbitration-rules-2014.aspx and are deemed to be incorporated by reference in this clause 20. By agreeing to be bound by these T&Cs, you either (i) acknowledge and agree that you have read and understood the LCIA Rules, or (ii) waive your opportunity to read the LCIA Rules and any claim that the LCIA Rules are unfair or should not apply for any reason.
20.4 Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to SID Ltd shall be sent by e-mail to [[email protected]] Notice to you shall be sent to any address you provide to us in writing in a notice. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and SID Ltd cannot agree how to resolve the Dispute within thirty (30) days after the date the notice is received by the applicable Party, then either you or SID Ltd may, as appropriate and in accordance with this clause 20, commence an arbitration proceeding or, to the extent specifically provided for in clause 20.1, file a claim in court.
20.5 Process. Any arbitration will occur in Gibraltar. The arbitration will be conducted confidentially by a single arbitrator appointed in accordance with the LCIA. The courts located in Paris, France will have exclusive jurisdiction over any appeals and the enforcement of an arbitration decision.
20.6 Authority of Arbitrator. These T&Cs, the applicable LCIA Rules and the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court, provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these T&Cs. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
20.7 Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this clause 20 is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this clause 20 will remain valid and enforceable. Further, the waivers set forth in clause 20.2 above are severable from the other provisions of these T&Cs and will remain valid and enforceable, except as prohibited by applicable law. Any term, clause or provision of these T&Cs that would be held unenforceable in any jurisdiction, all parties agree herewith irrevocably to replace those unenforceable parts by others with the same original meaning but with wording that is legally enforceable.
21.1 We may amend these T&Cs from time to time, including where there are changes to the intended functionality of SIDT or as may be otherwise required by any laws or regulatory requirements to which we are subject. If we make any amendments to these T&Cs, we will publish a notice together with the updated T&Cs on our website and we will change the “Last Updated” date at the top of these T&Cs. Any amended T&Cs shall become effective immediately upon the publication of notice and updated T&Cs on our website. It is your responsibility to regularly check our website for any such notices and updated particular T&Cs.
Please be sure to check with your mobile network operator or internet service provider their terms and conditions, because some have a small print stating that the internet they purchase is only for private use and thus not for re-sale or sharing. Although anyone can activate on a smartphone the tethering or hotspot function, the mobile operator who provides the SIM could disable this option remotely. SID includes in its APPs an end-user setting to allow sharing automatically its Mobile Data or not with nearby SID users and is additionally prompted to confirm.
21.2 The Contributor understands and accepts that the network of miners will ultimately be in control of the Smart Contract System and that a majority of these miners could agree at any point to make changes to the official Smart Contract System and to run a new version of the Smart Contract System. Such a scenario could lead to SIDT losing intrinsic value.
21.3 If any term, clause or provision of these T&Cs is found to be illegal, void or unenforceable (in whole or in part), then such term, clause or provision shall be severable from these T&Cs without affecting the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these T&Cs, which shall remain in full force and effect.
21.4 These T&Cs constitute the entire agreement between the Parties in relation to its subject matter. These T&Cs replace and extinguish any and all prior agreements, draft agreements, arrangements, warranties, statements, assurances, representations and undertakings of any nature made by, or on behalf of the Parties, whether oral or written, public or private, in relation to that subject matter.
21.5 You acknowledge that by accepting these T&Cs, you have not relied on any oral or written statements, warranties, assurances, representations or undertakings which were or may have been made by or on behalf of Sid Ltd in relation to the subject matter of these T&Cs at any time before your acceptance of them (“Pre-Contractual Statements“), other than those set out in these T&Cs. You hereby waive any and all rights and remedies which might otherwise be available in relation to such Pre-Contractual Statements.
21.6 Nothing in these T&Cs shall be deemed to create any form of partnership, joint venture or any other similar relationship between you and SID Ltd and/or other individuals or entities involved with the development and deployment of the Smart Contract System and/or the SID Platform.
21.7 Subject to clause 20, these T&Cs and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with Gibraltar law.
21.8 The Parties irrevocably agree that the Gibraltar courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these T&Cs or their subject matter or formation (including non-contractual disputes and claims).
INTENDED FUNCTIONALITY OF SIDT ON THE SID PLATFORM
SIDT will be an essential utility for users of the SID Platform as they will enable interaction within the SID Platform and will act as the main driver of the SID ecosystem. SIDT will effectively operate as an “in-app currency”, the sole purpose of which is to allow users to participate on the SID Platform.
SIDT have a number of purposes within the SID Platform depending on the role the user chooses to take on. Essentially, SIDT will have the following functionality within the SID Platform:
- SIDT will be used to pay for fees within the SID Platform;
- SIDT will be used to acquire mobile data and internet megabytes from other nearby users of the SID Platform;
- SIDT will be earned by sharing their internet connection and mobile internet data bundle with other nearby users of the SID Platform.
- SIDT might be earned in the future when consuming “paid Ads” when connected to the internet directly or sharing those earned SIDT when receiving their internet connection from nearby SID users devices of the SID Platform.
SIDT do not have any functionality or utility outside the SID Platform. The functionality and utility of SIDT will therefore be limited to interacting with users/content within the confines of a single platform.
SIDT are not intended to have any functionality or utility outside the SID Platform. The SID Platform will therefore be structured as a “closed system” insofar as the use of SIDT is concerned. Whilst it is possible that a secondary market could develop for trading SIDT, SID Ltd will not operate such secondary markets nor will it act as an exchange for SIDR. To the extent a secondary market or exchange for trading SIDT does develop, it would be run and operated wholly and independently of SID Ltd, the Token Sale and the SID Platform.
POSSIBILITY OF CHANGE TO THE INTENDED FUNCTIONALITY OF SIDT
PLEASE NOTE THAT WE ARE IN THE PROCESS OF UNDERTAKING A LEGAL AND REGULATORY ANALYSIS OF THE FUNCTIONALITY OF SIDT. FOLLOWING THE CONCLUSION OF THIS ANALYSIS, WE MAY DECIDE TO AMEND THE INTENDED FUNCTIONALITY OF SIDT IN ORDER TO ENSURE COMPLIANCE WITH ANY LEGAL OR REGULATORY REQUIREMENTS TO WHICH WE ARE SUBJECT. WE SHALL PUBLISH A NOTICE ON OUR WEBSITE OF ANY CHANGES THAT WE DECIDE TO MAKE TO THE FUNCTIONALITY OF CSIDT AND IT IS YOUR RESPONSIBILITY TO REGULARLY CHECK OUR WEBSITE FOR ANY SUCH NOTICES. ON THE CONCLUSION OF THIS ANALYSIS, WE WILL DECIDE WHETHER OR NOT TO CHANGE THE FUNCTIONALITY OF SIDT.
SIDT TOKEN CREATION AND INTENDED DISTRIBUTION
It is envisaged that SID Ltd will create 25,000,000,000 (twenty-five billion) SIDT pre-mining out of which:
- 10,250,000,000 (10 billion and two hundred and fifty million) SIDT will be reserved for the Token Sale;
- 1,991,000,000 (one billion nine hundred and ninety-one million) SIDT will be reserved for its Bounty Program, that is to say for compensating individuals or companies who assist in different tasks that could benefit the SID Platform, including but not limited to, beta testing, reporting bugs, exploits and vulnerabilities, creating or translating SIDT materials, or supporting SID Ltd Social Media);
- 884,000,000 (eight hundred and eighty-four million) SIDT will be reserved for white-listing and air-drop giveaway programs;
- 5,000,000,000 (five billion) SIDT will be reserved for the founders, employees and other individual contributors;
- 1,250,000,000 (one billion two hundred and fifty million) SIDT will be reserved for advisors; and
- 5,625,000,000 (five billion six hundred and twenty-five million) SIDT shall remain at the disposal of SID Ltd for future use. Such future use shall be at SID Ltd’s sole and absolute discretion and shall be determined depending on the requirements of SID Ltd’s business from time to time.
1.Risk of software weaknesses: because SIDT, the Smart Contract System and the SID Platform are based on the Stellar protocol, any malfunction, breakdown or abandonment of the Stellar protocol may have a material adverse effect on SIDT, the Smart Contract System and/or the SID Platform. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the SIDT (including the utility of SIDT for obtaining services), the Smart Contract System and/or the SID Platform, by rendering ineffective the cryptographic consensus mechanism that underpins the Stellar protocol. The Smart Contract System concept, the underlying software application and software platform (i.e. the Stellar blockchain) is still in an early development stage and unproven. There is no warranty or assurance that the process for creating SIDT will be uninterrupted or error-free and there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of contributions and/or SIDT.
2.Regulatory risk: blockchain technology allows new forms of interaction and it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology-based applications, which may be contrary to the current setup of the Smart Contract System and which may, inter alia, result in substantial modifications to the Smart Contract System and/or the SID Platform, including its termination and the loss of SIDT for the Contributor. Additionally, regulation of proposed activities of the SID Platform is currently uncertain. It is not known what regulatory framework the proposed SID Platform and associated activities will be caught by, the nature and obligations that will be imposed on SID Platform in order to comply with any such regulatory framework or when/if SID Platform will even be able to apply to be regulated, or successfully obtain the necessary licenses so that it may lawfully carry out its proposed business activities.
3.Risks associated with uncertain regulations and enforcement actions: the regulatory status of SIDT and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including the SID Platform and SIDT. It is likewise difficult to predict how or whether any legislative or regulatory authorities may implement changes to law and regulation affecting distributed ledger technology and its applications, including the SID Platform and SIDT. Regulatory actions could negatively impact the SID Platform and SIDT in various ways, including, for purposes of illustration only, through a determination that SIDT are a regulated financial instrument that requires registration or licensing. SID Ltd may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
4.Risk of abandonment / lack of success: the creation and issue of SIDT and the development of the SID Platform may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). There is no assurance that, even if the SID Platform is partially or fully developed and launched, you will receive any benefits through SIDT that you hold.
5.Risk associated with other applications: the SID Platform may give rise to other, alternative projects, promoted by unaffiliated third parties, under which SIDT will have no intrinsic value.
6.Risks associated with markets for SIDT: We not enable or otherwise facilitate any secondary trading or external valuation of SIDT. This may restrict the contemplated avenues for using SIDT and could therefore create illiquidity risk with respect to any SIDT you own. Even if secondary trading of SIDT 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 any third party ascribes an external exchange value to SIDT (e.g. as denominated in a crypto or fiat currency), such value may be extremely volatile and diminish to zero. If you are purchasing SIDT as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time, you assume all risks associated with such speculation or actions, and any errors associated therewith, and accept that SIDT are not offered by SID Ltd or our affiliates on an investment basis. You further acknowledge that any contribution that you make under these T&Cs will not be protected, guaranteed or reimbursed by any governmental, regulatory or other entity, and will not, for instance be guaranteed by the Gibraltar Deposit Guarantee Scheme, the Gibraltar Investor Compensation Scheme, and is unlikely to be protected by any equivalent scheme in a jurisdiction outside of Gibraltar.
7.Risk of losing access to tokens due to loss of private key(s), custodial error or your error: SIDT can only be accessed by using a Stellar wallet with a combination of the Contributor’s account information (address), private key and password. The private key is encrypted with a password. You acknowledge, understand and accept that if your private key or password gets lost or stolen, the obtained SIDT associated with your Stellar wallet address may be unrecoverable and permanently lost. Additionally, any third party that gains access to your private key, including by gaining access to the login credentials relating to your Stellar wallet, may be able to misappropriate your SIDT. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault in which you choose to receive and store SIDT, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your SIDT.
8.Risk of theft: the Smart Contract System concept, the underlying software application and software platform (i.e. the Stellar blockchain) may be exposed to attacks by hackers or other individuals including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Any such successful attacks could result in theft or loss of contributions or SIDT, adversely impacting the ability to develop the SID Platform and derive any usage or functionality from SIDT. Furthermore, because the SID Platform is based on open-source software, there is a risk that a third party or a member of the SID Ltd team may intentionally or unintentionally introduce weaknesses or defects into the core infrastructure of the SID Platform, which could negatively affect the SID Platform and SIDT.
9.Risk of mining attacks: as with other cryptocurrencies, the blockchain used for the Smart Contract System is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and rare condition attacks. Any successful attacks present a risk to the Smart Contract System, expected proper execution and sequencing of token transactions, and expected proper execution and sequencing of contract computations. You understand and accept that the network of miners will ultimately be in control of the delivery of the SIDT via the Smart Contract System, and that a majority of miners could agree at any point to make changes, updates, modifications to, or effect a deletion or destruction of the Smart Contract System, and that such a scenario could lead to the SIDT losing intrinsic value and/or functionality.
10.Risk of incompatible wallet service: the wallet or wallet service provider used to receive SIDT must conform to the XLM token standard in order to be technically compatible with SIDT. The failure to ensure such conformity may have the result that Contributor will not gain access to his SIDT.
11.Risk of hard-fork: the SID Platform will need to go through substantial development works as part of which it may become the subject of significant conceptual, technical and commercial changes before release. As part of the development, an upgrade to SIDT may be required (hard-fork of SIDT) and that, if you decide not to participate in such upgrade, you may no longer be able to use your SIDT and any non-upgraded SIDT may lose its functionality in full.
12.Risk of uninsured losses: unlike bank accounts or accounts at some other financial institutions, SIDT are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.
13.Risks arising from taxation: the tax characterization of SIDT is uncertain. You must seek your own tax advice in connection with acquisition, storage, transfer and use of SIDT, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.
14.Risk of an unfavourable fluctuation of cryptocurrencies and other currency value: SID Ltd intends to use the contributions received to fund the development of the SID Platform and various other operating expenses. The contributions received will be denominated in EUR and may be converted into other cryptographic and fiat currencies. If the value of any cryptocurrency or other currencies fluctuate unfavourably during or after the Contribution Period, SID Ltd may not be able to fund the development of, or may not be able to maintain, the SID Platform in the manner that it intended.
15.Risk of dissolution of the Company or network: it is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of ETH (or other cryptographic and fiat currencies), decrease in SIDT utility due to negative adoption of the SID Platform, the failure of commercial relationships, or intellectual property ownership challenges, the SID Ltd may no longer be viable to operate and SID Platform may dissolve.
16.Risks arising from lack of governance rights: because SIDT confer no governance rights of any kind with respect to SID Ltd or the SID Platform, all decisions involving the SID Platform or SID Ltd will be made by Sid Ltd acting in its sole and absolute discretion, including, but not limited to, decisions to discontinue the SID Platform, to create and issue more SIDT, or to sell or liquidate SID Ltd. These decisions could adversely affect the SID Platform and/or SIDT you hold.
17.Risks associated with the development and maintenance of the SID Platform: the SID Platform is still under development and may undergo significant changes over time. Although we intend for SIDT and the SID Platform to function as described in Schedule 1, and intend to take commercially reasonable steps towards those ends, we may have to make changes to the specifications of the SIDT or the SID Platform for any number of legitimate reasons. Moreover, we have no control over how other participants will use the SID Platform, what products or services will be offered through the SID Platform by third parties, or how third-party products and SID Platform, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and participate in the SID Platform, it is still possible that the SID Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the SID Platform and SIDT, and the potential utility of the SIDT, including the utility of the SIDT for obtaining services and/or offering rewards and/or being used in the manner intended at the time of the Token Sale.
18.Risk of Competing Platforms: It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the SID Platform and attempt to facilitate services that are materially similar to the services offered by or within the SID Platform. The SIDPlatform may compete with these alternatives, which could negatively impact SID Platform and SIDT, including the utility of the SIDT for obtaining services offered by or within the SID Platform.
19.Unanticipated Risks: cryptographic tokens such as SIDT are a new and untested technology. In addition to the risks set out in this Schedule 2, there are other risks associated with your acquisition, storage, transfer and use of SIDT, including those that SID Ltd may not be able to anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks set out in this Schedule 2.
© 2018 SID Ltd. All rights reserved.