Boson Protocol - Legal terms

TERMS AND CONDITIONS (THESE “TERMS”) OF THE BOSON PROTOCOLTOKEN SALE

The following Terms govern the Token Sale between the Token Vendor and you, for your intended purchase of the Tokens from the Token Vendor, during the Auction Period. Each of you and the Token Vendor shall hereinafter be referred to as a “Party“, and collectively, you and the Token Vendor shall hereinafter be referred to as the “Parties“.

Please read the terms set out herein carefully. The Tokens are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme, capital markets product, or any other form of regulated investment or investment product in any jurisdiction. This document and these Terms do not constitute a prospectus or an offer document of any sort and are not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme, capital markets product, or any other form of regulated investment or investment product, or a solicitation for any form of regulated investment or investment product in any jurisdiction. No regulatory authority has examined or approved of these Terms. No such action has been or will be taken by the Token Vendor to obtain such approval under the laws, regulatory requirements or rules of any jurisdiction. The provision of these Terms to you does not imply that the applicable laws, regulatory requirements or rules have been complied with.

Please note that you are not eligible and you are not to bid for and/or purchase any Tokens in the Token Sale if you are a Disqualified Person.

By accepting these Terms and purchasing Tokens, you agree to be legally bound by these Terms (including the Annexes hereto) and you expressly acknowledge and represent that you have carefully reviewed these Terms and fully understand the risks, costs, and benefits of purchasing Tokens.

IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S). IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCEPT THESE TERMS OR BID FOR AND/OR PURCHASE ANY TOKENS.

The headings in these Terms are included for convenience only and shall not be taken into account in construing these Terms. References to a “Paragraph” and “Annex” are to be construed as references to the paragraphs of and the annexes to these Terms. In these terms, words and expressions not otherwise defined shall have the meanings respectively ascribed thereto in Annex 1 of these Terms.

The Parties HEREBY AGREE as follows:

INTRODUCTION
1. Unless otherwise stated herein, these Terms including the Annexes hereto shall govern your bid and/or purchase of Tokens from the Token Vendor in the Token Sale during the Auction Period.
2. The Token Vendor is a company limited by shares incorporated in Singapore with the company registration number 202040027D.
3. The Token Sale is conducted only during the Auction Period.
4. No information contained in or on, and no part of the following:
  1. the finalised, published and adopted version or draft of the Whitepaper, or any other documents uploaded on the Website or the social media channels associated with the Project Group, the Project and/or Boson Protocol, namely the Telegram group at https://t.me/bosonprotocol, the Medium account at https://medium.com/bosonprotocol, the Twitter account at https://twitter.com/BosonProtocol, and the YouTube channel at https://www.youtube.com/channel/UCcxilOavX03XF2d5Q9LbMwA/channels (collectively, the “Channels“);
  2. any website or other social media channels directly or indirectly linked to the Whitepaper or the Channels; or
  3. any other information or document,
    shall constitute part of these Terms, and no representations, warranties or undertakings are or are intended or purported to be given by the Token Vendor in respect of any information contained in or on, or any part of, the items as stated in Paragraphs 1.4(a) to (c) above.
WHITELISTING AND ELIGIBILITY TO PURCHASE TOKENS
1. You have been granted access to view these Terms because you have been successfully Whitelisted by the Token Vendor. Only Participants who have been successfully Whitelisted by the Token Vendor to its sole and absolute satisfaction shall be eligible to bid for and/or purchase Tokens in the Token Sale. You shall notify the Token Vendor of any change in the documents and information provided by you to the Token Vendor for purposes of being Whitelisted and in the absence of any notification in writing notifying the Token Vendor of any change, the Token Vendor is entitled to assume that the information provided by you remains true, correct, not misleading and unchanged.
2. You shall not participate in the Token Sale if there are applicable legal restrictions in your country of residence or domicile. It is your sole responsibility to ensure that your participation in the Token Sale is not prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected in any way by any applicable law, regulation or rule in your country of residence or domicile.
3. Youarenoteligibletoparticipatein,andyouarenottopurchaseanyTokenin,theTokenSale if:
  1. where you are an individual, you are a citizen of, domiciled in, resident of, or physically present / located in an in an Excluded Jurisdiction; or
  2. where you are a body corporate, you are a body corporate: (i) which is incorporated in, or operates out of, an Excluded Jurisdiction, or (ii) which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; or
  3. you are an individual or body corporate : (i) included in the consolidated list published by the United Nations Security Council of individuals or entities subject to measures imposed by the United Nations Security Council accessible at https://www.un.org/securitycouncil/content/un-sc-consolidated-list; or (ii) included in the United Nations Lists (UN Lists) or within the ambit of regulations relating to or implementing United Nations Security Council Resolutions listed by MAS and accessible by https://www.mas.gov.sg/regulation/anti-money-laundering/targeted-financial-sanctions/lists-of-designated-individuals-and-entities and https://www.mas.gov.sg/regulation/anti-money-laundering/targeted-financial-sanctions/regulations-for-targeted-financial-sanctions ; or
  4. you are an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from participating in any part of the transactions contemplated in this Agreement, or
  5. the Token Sale is prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in any jurisdiction applicable to you,
    (collectively, the “Disqualified Persons“).
TOKEN SUPPLY, AUCTION AND ORDER CANCELLATION PERIOD
1. The number of Tokens being offered for sale in the Token Sale is fixed at 6,000,000 Tokens.
2. The Token Sale is undertaken, and Auction Bids will be accepted, during the period (the “Auction Period“):
  1. commencing at 8 a.m. (UTC) on 7 April 2021 (“Commencement Time“); and
  2. ending at 8 a.m. (UTC) on 9 April 2021 (the “Auction Expiry Time“),
3. You may place an Auction Bid and/or cancel and/or otherwise withdraw an Auction Bid placed by you, at any time commencing form the Commencement Time and ending on such date and at such time falling twenty-four (24) hours before the Auction Expiry Time or such other date and time as the Token Vendor may notify you from time to time via email on the Channels (“Order Cancellation Period“). Any attempt to submit an order cancellation after the Order Cancellation Period will not be accepted by the Boson Protocol Token Sale Smart Contract.
4. No Auction Bid will be accepted or can be submitted to the Boson Protocol Token Sale Smart
  Contract after the Auction Expiry Time.
AUCTION BIDS AND TOKEN SALE Purchases only through the Designated Web Address and Bidding Procedure
1. You may only participate in the Token Sale through the Designated Web Address and no other website or place. In the event that you purport to purchase Tokens through any website or place other than the Designated Web Address, you acknowledge and agree that:
  1. the Token Vendor shall have no obligation to deliver, and you shall have no right to receive, any Tokens;
  2. the Token Vendor shall have no obligation to provide, and you shall have no right to receive, any refund for any part of the Purchase Consideration transferred by you through such other website or place; and
  3. the Token Vendor shall have no obligations to you in any manner or form in respect of such purported purchase.
2. To participate in the Token Sale, you will have to:
  1. submit a bid (“Auction Bid”) to the Boson Protocol Token Sale Smart Contract via the Designated Web Address during the Auction Period specifying, inter alia:
    1. the price per Token (“Bid Price”) denominated in such Accepted Digital Currency at which you are willing to pay for, Provided Always That such Bid Price shall not, in any event, be lower than the Minimum Bid Price denominated in such Accepted Digital Assets calculated based on the Applicable Exchange Rate; and
    2. the number of Tokens you are bidding for;
  2. ensure that:
    1. your Participating Digital Wallet that you are using to link to the Boson Protocol Token Sale Smart Contract for submission of your Auction Bid remains Whitelisted at the time of your submission of your Auction Bid; and
    2. contains Accepted Digital Currency that exceed the aggregate Bid Price of the Tokens subject of your Auction Bid.
  Your Auction Bid will not be accepted by the Boson Protocol Token Sale Smart Contract if the Accepted Digital Currency deposited in your Participating Digital Wallet at submission of your Auction Bid is less than the aggregate Bid Price of the Tokens subject of your Auction Bid.
  
  Accepted cryptocurrencies for Auction Bids
3. The Boson Protocol Token Sale Smart Contract will accept, as the Bid Price and/or Settled Price, only such Accepted Digital Currency. No other legal tender, fiat currencies, cryptocurrencies, blockchain assets or tokens will be accepted as the Bid Price and/or the Settled Price.Settlement of Auction Bids and Allocation of Tokens
4. Immediately after the Auction Expiry Time:
  - the final settlement price per Token (“Settled Price”); and
  - the group of Auction Bids (out of all Auction Bids received) that will be considered for settlement (“Qualifying Bids”) and the final allocation of, and entitlement to, Tokens to the Qualifying Bids (“Allocation”),
  will be finalised and determined by, and in accordance with, the Boson Protocol Token Sale Smart Contract (“Settlement”) and for the avoidance of doubt, all Auction Bids with a Bid Price falling below the Settled Price will not be considered for settlement and will not receive any Allocation.
5. You hereby acknowledge and agree that the finalisation and determination of the Settled Price, Qualifying Bids and Allocation by, and in accordance with, the Boson Protocol Token Sale Smart Contract shall be final and binding on you, and you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Token Vendor.Administrative and/or Third Party Charges
6. The Bid Price and/or Settled Price shall be exclusive of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with your Auction Bid for your intended purchase of Tokens. Any such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with your Auction Bid for your intended purchase of Tokens shall be borne by you.
7. Any amount(s) of transaction fees recommended on the Designated Web Address or otherwise by the Token Vendor through the Channels or any other public or private communication channel is only indicative, and may not be representative or reflective of the actual amount(s) of transaction fees required for your transfer of Accepted Digital Currency in connection with your Auction Bid for your intended purchase of Tokens. Accordingly, there is no assurance that any amount(s) of transaction fees recommended on the Designated Web Address or otherwise by the Token Vendor through the Channels or any other public or private communication channel will be sufficient for your transfer of Accepted Digital Currency to be to be validated and verified on the blockchain applicable to such Accepted Digital Currency as successful and complete (with such transfer having the Required Confirmations) prior to the Auction Expiry Time.Attempts to double spend and purchases in violation of laws
8. In the event that the Token Vendor discovers, at any time after your acceptance of these Terms and prior to the delivery of Allocated Tokens in accordance with Paragraph 6, any attempt by you to double spend Accepted Digital Currency in the transfer of Accepted Digital Currency from your Participating Digital Wallet to the Boson Protocol Token Sale Smart Contract for your Auction Bid or that your Auction Bid and purchase of Tokens is determined to be in violation of any applicable laws, regulations or rules and you have made any transfers of Accepted Digital Currency for such attempted Auction Bid and purchase or such attempted Auction Bid and purchase is in violation of any applicable laws, regulations or rules, you acknowledge and agree, regardless of whether such transfers of Accepted Digital Currency as the Bid Price and/or Settled Price are reflected as validated and verified on the blockchain applicable to such Accepted Digital Currency (with such transfer having the Required Confirmations) or otherwise, that the attempted Auction Bid and purchase of Tokens, and the Allocation of Tokens to you, will be regarded as invalid and/or void ab initio, and:
  - the Token Vendor shall have no obligation to provide, and you shall have no right to receive, any refund for any transfers of such Accepted Digital Currency made by you whether such transfer was validated and verified on the blockchain applicable to such Accepted Digital Currency as successful and complete (with such transfer having the Required Confirmations) or otherwise;
  - the Token Vendor reserves the right to make such adjustments as necessary to the Boson Protocol Token Sale Smart Contract to prevent or otherwise ensure that (i) no Allocation of Tokens will be made to you, and/or (ii) no withdrawals of Allocated Tokens may be effected by you, and the Token Vendor shall have no obligations in any form or manner whatsoever to you to deliver any Tokens or in respect of such attempted Auction Bid and purchase; and
  - you hereby waive all rights, claims and/or causes of action (present or future) under law (including any tortious claims) or contract against the Token Vendor and the Indemnified Persons in connection with or arising from such attempted Auction Bid and purchase, and shall further hold harmless, the Token Vendor and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such attempted Auction Bid and purchase.
  IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT THERE IS NO ATTEMPT TO DOUBLE SPEND ACCEPTED DIGITAL CURRENCY AND THAT YOUR TRANSFER OF ACCEPTED DIGITAL CURRENCY FOR THE AUCTION BID AND PURCHASE OF TOKENS IS NOT IN VIOLATION OF ANY APPLICABLE LAWS, REGULATIONS OR RULES.
RESPONSIBILITY TO ESTABLISH AND MAINTAIN PARTICIPATING DIGITAL WALLET
1. For purposes of your participation in the Token Sale (including for your receipt of Allocated Tokens if your Auction Bid be successful), you shall have the sole responsibility to establish, and maintain, in fully operational, secure and valid status, access to your Participating Digital Wallet and maintain, in your fully secure possession, the credentials for accessing such Participating Digital Wallet and the private key of such Participating Digital Wallet.
2. In the event of any loss, hack or theft of cryptocurrencies from your Participating Digital Wallet, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Token Vendor.
3. In the event that you are unable or otherwise fail to receive your Allocated Tokens and/or Accepted Digital Currency following Settlement due to your Participating Digital Wallet not being initialised, valid or operational, the Token Vendor may, at its sole and absolute discretion, hold such Allocated Tokens and/or Accepted Digital Currency in escrow or do such other acts as it may determine and you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Token Vendor.
ALLOCATED TOKENS AND RIGHTS OF TOKEN HOLDERS
1. Following Settlement and Allocation, if your Auction Bid is a Qualifying Bid, Tokens will be allocated to your Qualifying Bid (“Allocated Tokens”) and distributed to the Participating Digital Wallet by and in accordance with the Boson Protocol Token Sale Smart Contract.
2. The delivery of Allocated Tokens to you in accordance with Paragraph 6.1 is conditional on the satisfaction of all of the following:
  1. receipt by the Token Vendor in full of the Settled Price for your purchase of Tokens;
  2. the Participating Digital Wallet provided by you to the Token Vendor being maintained in fully operational, secure and valid status; and
  3. your compliance with these Terms.
3. Allocated Tokens shall be delivered to and accepted by a Participant with a Qualifying Bid on an “as is” basis without warranties of any kind by the Token Vendor. The Token Vendor hereby expressly disclaims all express and implied warranties in relation to the Tokens and the delivery of the Allocated Tokens.
4. There is no assurance of any availability, transferability or tradability of Tokens on any cryptocurrency exchange and any availability, transferability or tradability of Tokens on any cryptocurrency exchange shall not be construed, interpreted or deemed by you as an indication of the merits of the Token Vendor, the Project Group, the Project, Boson Protocol, the Whitepaper, the Channels, the Token Sale or the Tokens.
5. Save for such right as may be granted by the Token Vendor, in its sole and absolute discretion, to holders of Tokens to use and access certain functions within the Boson Protocol as described in the Whitepaper (with the terms and conditions, and extent, of any such granted right also being determined by the Token Vendor in its sole and absolute discretion), ownership and holding of Tokens shall carry no other rights, express or implied, in relation to you, the Token Vendor, the Project Group, or any other person.
WITHDRAWALS AND INVALID TOKEN SALE
1. Upon Settlement and Allocation:
  - the Accepted Digital Currency subject of Qualifying Bids (“Purchase Consideration”), of Participants which are fully filled, will be made available for withdrawal by the Token Vendor;
  - any remaining Accepted Digital Currency subject of Qualifying Bids which are partially filled, will be distributed to such Participant’s Participating Digital Wallet; and
  - the Accepted Digital Currency subject of Auction Bids which are not Qualifying Bids will be distributed to such Participant’s Participating Digital Wallet,
  by and in accordance with the Boson Protocol Token Sale Smart Contract, and all such transfers made in connection therewith shall be deemed to be final and unless otherwise required by the applicable laws, regulations or rules, you shall not be entitled to any withdrawals or cancellations of transfers or purchases, or any refunds.
2. In the event of the completed Token Sale being treated as invalid, where you have made any transfer of Accepted Digital Currency for the completed Token Sale being treated as invalid, you acknowledge and agree that:
  - provided that your transfer of Accepted Digital Currency to the relevant Boson Protocol Token Sale Smart Contract is validated and verified on the blockchain applicable to such Accepted Digital Currency (with such transfer having the Required Confirmations) as successful and complete, notwithstanding any provision in these Terms, the Token Vendor may, subject to Paragraph 7.2(b), elect in its sole and absolute discretion to provide a refund of such Accepted Digital Currency in full or in part without interest and net of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with such refund shall be borne by you;
  - the Token Vendor shall be entitled to (i) charge an administrative fee and an exchange fee, and (ii) deduct any fees and expenses incurred in connection with the Token Sale and/or the Project;
  - save for any refund that the Token Vendor may elect to provide under Paragraph 7.2(a), the Token Vendor shall have no obligations in any form or manner whatsoever to you in respect of such intended purchase; and
  - save for your right to such refund under Paragraph 7.2(a), you hereby waive all rights, claims and/or causes of action (present or future) under law (including any tortious claims) or contract against the Token Vendor and the Indemnified Persons in connection with or arising from such intended purchase, and shall further hold harmless, the Token Vendor and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such intended Auction Bid or purchase.
REFUND OF PURCHASE CONSIDERATION OR ACCEPTED DIGITAL CURRENCY
1. You acknowledge, agree, and confirm that there shall be no refund of the Purchase Consideration in any form or manner unless clearly provided for under these Terms. All risks in relation to any refund of Purchase Consideration or Accepted Digital Currency as provided for under these Terms shall be borne absolutely by you and none of the Token Vendor or any of the Indemnified Persons shall be liable for any such risks.
2. In each case where the Token Vendor elects, in accordance with these Terms, to provide a refund of Purchase Consideration or Accepted Digital Currency as provided for under these Terms, the Token Vendor shall transfer such amount of Purchase Consideration or Accepted Digital Currency as may be refundable to you to your Participating Digital Wallet.
3. Notwithstanding Paragraph 8.2, in the case where the Token Vendor elects, in accordance with these Terms, to provide a refund of any transfers of Purchase Consideration for any intended Auction Bid or purchase, you acknowledge and agree that:
  - the Token Vendor shall not have any obligation to ensure your receipt of any such refund;
  - the Token Vendor shall not have any obligation in any form or manner whatsoever to you in respect of such refund; and
  - you hereby waive all rights, claims and/or causes of action (present or future) under law (including any tortious claims) or contract against the Token Vendor and the Indemnified Persons in connection with or arising from such refund, and shall further hold harmless, the Token Vendor and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such refund.
REPRESENTATIONS AND WARRANTIES
1. By accepting these terms, you represent and warrant to the Token Vendor as follows:
  - you acknowledge and agree that the Tokens are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme, capital markets product, or any other form of regulated investment or investment product in any jurisdiction;
  - you are not a citizen or resident of a country the laws of which prohibit or conflict with the Token Sale or your participation in the Token Sale;
  - you acknowledge and agree that these Terms do not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme, capital markets product, or any other form of regulated investment or investment product in any jurisdiction or a solicitation for any form of investment in any jurisdiction;
  - you acknowledge and agree that no Token is to be construed, interpreted, classified or treated as enabling, or according any opportunity to, you to participate in or receive profits, income, or other payments or returns arising from or in connection with the Token Vendor, Project Group, Project, the Tokens or the proceeds of the Token Sale, or to receive sums paid out of such profits, income, or other payments or returns;
  - you acknowledge and agree that no regulatory authority has examined or approved of these Terms, no such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction, and the provision of these Terms to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;
  - the provision of these Terms, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Token Vendor;
  - you have read and understood all of these Terms including the Annexes hereto;
  - you are not a Disqualified Person;
  - you have full power and capacity to accept these Terms and perform all your obligations hereunder and in the case where you are accepting these Terms on behalf of a corporation:
    - such corporation is duly incorporated and validly existing under the applicable laws; and
    - you are duly authorised to accept these Terms and procure the performance of obligations hereunder;
  - if you are a natural person, you are of sufficient age and capacity under the applicable laws of the jurisdiction in which you reside and the jurisdiction of which you are a citizen to accept these Terms and perform all your obligations hereunder;
  - you acknowledge and agree that the Tokens are not to be construed, interpreted, classified or treated as:
    - any kind of currency other than cryptocurrency;
    - debentures, stocks or shares issued by the Token Vendor;
    - rights, options or derivatives in respect of such debentures, stocks or shares;
    - rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
    - units in a collective investment scheme;
    - units in a business trust;
    - derivatives of units in a business trust; or
    - any other security, class of securities or form of investment (whether regulated or otherwise);
  - you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptocurrencies, blockchain assets, and tokens including Tokens, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;
  - you are fully aware of, understand and agree to assume all the risks (including direct, indirect or ancillary risks) associated with the conduct of the Token Sale via the Designated Web Address and the Boson Protocol Token Sale Smart Contract, the Token Vendor, Project Group, the Token Sale, the Tokens, your Auction Bid and purchase of Tokens, Participating Digital Wallet, including but not limited to the risks set out in the Annex 2 hereto;
  - these Terms constitute legal, valid, and binding obligations on you, enforceable in accordance with its terms and neither the purchase of, nor receipt, nor holding of Tokens is in breach or contravention of any applicable law, regulation or rule in your jurisdiction;
  - no consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any regulatory authority in any jurisdiction (the “Approvals”) is required on your part in connection with your purchase of Tokens, or where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect;
  - the cryptocurrencies that you will use in connection with your Auction Bid and the purchase of Tokens were not and are not directly or indirectly derived from any activities that in connection with anti-money laundering and/or terrorism financing laws or regulations or any other acts in breach or contravention of any applicable law, regulation or rule;
  - none of you or (and in the case where you are accepting these Terms on behalf of a corporation) any of your related corporations (if any), any of your directors or officers nor, any of your employees, agents or any other person acting on behalf of your or any of your related corporations is an individual or entity that is, or is owned or controlled by an individual or entity that:
    - is listed by the MAS as designated individuals or entities defined in the respective regulations promulgated under the Monetary Authority of Singapore Act (Chapter 186) of Singapore, the United Nations Act (Chapter 339) of Singapore, the Variable Capital Companies Act (No. 44 of 2018), or the Terrorism (Suppression of Financing) Act (Chapter 325) of Singapore or such other law, regulation or rule as may be prescribed by the MAS from time to time;
    - is currently the subject of any sanction administered by the OFAC or any other United States government authority, is not designated as a “Specially Designated National” or “Blocked Person” by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or similar sanctions administered or imposed by the government of Singapore or any other country (collectively, the “Sanctions”);
    - is located, organised or resident in a country or territory that is the subject of such Sanctions (including, without limitation, the Central African Republic, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Iran, Libya, Mali, Somalia, South Sudan, Sudan and Yemen) (“Sanctioned Countries”); or
    - has engaged in and is not now engaged in any dealings or transactions with any government, person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction is or was the subject of any Sanctions;
  - none of: (i) you; (ii) any person controlling or controlled by you; (iii) if you are a privately- held entity, any person having a beneficial interest in you; or (iv) any person for whom you are acting as agent or nominee in connection with your participation in the Token Sale is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure, as such terms are defined below;
  - if you are affiliated with a Foreign Bank, or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to the Token Vendor that: (i) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorised to conduct banking activities; (ii) the Foreign Bank maintains operating records related to its banking activities; (iii) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (iv) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate;
  - you have sufficient cryptocurrencies to fulfil your obligations under these Terms and the Token Sales in respect of any Auction Bid submitted by you;
  - the Tokens to be delivered to and received by you will not be used for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
  - you are acquiring Tokens as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of, any other person;
  - you bear the sole responsibility to determine what tax implications your participation in the Token Sale and/or purchase of Tokens may have for you and agree not to hold the Token Vendor or any other person involved in the Token Sale liable for any tax liability associated with or arising therefrom;
  - you agree and acknowledge that the Token Vendor is not liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on these Terms or any part thereof by you;
  - you waive the right to participate in a class action lawsuit or a class wide arbitration against the Token Vendor and/or any person involved in the Token Sale and/or with the creation and distribution of the Tokens; and
  - all of the above representations and warranties are, and will continue to be, true, complete, accurate and non-misleading from the time of your acceptance of these Terms notwithstanding the receipt by you of all of the Tokens.
2. The Token Vendor does not make, and hereby disclaims, any representation or warranty in any form whatsoever, including any representation or warranty in relation to:
  - the information set out on the Whitepaper, the Channels or any other place;
  - the Token Vendor and the Project Group;
  - the Project;
  - the Token Sale;
  - the Boson Protocol Token Sale Smart Contract or the Gnosis Auction Smart Contract;
  - the Tokens;
  - your Auction Bids and/or purchase of Tokens;
  - your Participating Digital Wallet; and
  - the Boson Protocol.
DISCLAIMERS
1. To the maximum extent permitted by all applicable laws, regulations, and rules and except as otherwise provided in these Terms, the Token Vendor hereby expressly disclaims its liability and shall in no case be liable to you or any person for:
  - any sale or transfer of any Tokens allocated to you hereunder to any person at any time;
  - the cryptocurrencies used in connection with your Auction Bid to purchase Tokens being obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
  - use of Tokens for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
  - purchase of Tokens, and the Allocation of Tokens being regarded as invalid and/or void
    ab initio pursuant to Paragraph 4.8;
  - failure or delay in the delivery the Allocated Tokens to you by and in accordance with the Boson Protocol Token Sale Smart Contract as set out in Paragraph 6;
  - failure, malfunction or breakdown of, or disruption to, the operation of the Token Vendor, the Boson Protocol Token Sale Smart Contract, the Tokens or any technology (including but not limited to smart contract technology) on which the Token Vendor, the Project Group, the Project, the Tokens, the Participating Digital Wallet or which the Token Sale relies on, due to occurrences of hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;
  - failure, malfunction or breakdown of, or disruption to, the operation of any blockchain, any blockchain-based software systems or any blockchain technology in connection with the operations of the Token Vendor, the Project Group, the Project, the Tokens, the Participating Digital Wallet or which the Token Sale relies on, due to occurrences of hardforking, hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;
  - any virus, error, bug, flaw, defect or otherwise adversely affecting the operation, functionality, usage, storage, transmission mechanisms, transferability or tradeability (after Tokens have been made available for trading on a cryptocurrency exchange (if applicable)) and other material characteristics of Tokens;
  - decreases or volatility in traded prices or trading volume of Tokens (after Tokens have been made available for trading on a cryptocurrency exchange (if applicable));
  - failure or unfitness of Tokens for any specific purpose;
  - the manner of utilisation of the proceeds received by the Token Vendor from the Token Sale;
  - failure to disclose information relating to the progress of the Token Sale;
  - loss of possession of the credentials for accessing, or loss or destruction of the private keys of, a Participating Digital Wallet in any manner and to any extent;
  - failure or delay in the availability of Tokens for trading on a cryptocurrency exchange (if applicable);
  - any rejection of trading of Tokens by a cryptocurrency exchange (if applicable);
  - any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability or tradeability (after Tokens have been made available for trading on a cryptocurrency exchange (if applicable)) or other material characteristics of the Tokens;
  - any risks associated with the Whitepaper, the Channels, the Token Vendor, the Project Group, the Project, the Token Sale, Tokens, your Auction Bid and purchase of Tokens, and the Participating Digital Wallet, including but not limited to the risks set out in Annex 2 hereto; and
  - all other risks, direct, indirect or ancillary, whether in relation to the Whitepaper, the Channels, the Token Vendor, the Project Group, the Project, the Token Sale, Tokens, your purchase of Tokens, and the Participating Digital Wallet, which are not specifically or explicitly contained in or stated in these Terms or set out in Annex 2 hereto.
2. In the event of any loss, hack or theft of cryptocurrencies from the Boson Protocol Token Sale Smart Contract or the Participating Digital Wallet, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Token Vendor.
LIMITATION OF LIABILITY AND INDEMNIFICATION
1. To the maximum extent permitted by the applicable laws, regulations and rules:
  - the Token Vendor and Indemnified Persons shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with the purchase of, use, receipt or holding of Tokens by you;
  - the aggregate liability of the Token Vendor, in tort, contract or otherwise, arising out of or in connection with the purchase of, use, receipt or holding of Tokens by you shall be limited to the amount of Accepted Digital Currency transferred by you in connection with your Auction Bid to the Boson Protocol Token Sale Smart Contact for your intended purchase hereunder; and
  - you hereby agree to waive all rights to assert any claims under the applicable laws, regulations and rules and you may make claims based only on these Terms.
2. To the maximum extent permitted by the applicable laws, regulations and rules, you shall indemnify, defend, and hold the Token Vendor and/or Indemnified Persons harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by you or any third party against any of the Token Vendor or the Indemnified Persons arising out of a breach of any warranty, representation, or obligation hereunder.
NO ASSIGNMENTSubject to these Terms, only you and no other person shall have the right to any claim against the Token Vendor in connection with your purchase hereunder. You shall not assign, trade or transfer, or attempt to assign, trade or transfer, your right to any such claim. Any such assignment or transfer shall not impose any obligation or liability of the Token Vendor to the assignee or transferee.
INTELLECTUAL PROPERTY RIGHTS
1. These Terms shall not entitle you to any intellectual property rights, including the 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 the Whitepaper, the Channels, the Token Vendor, the Project Group, the Project, the Token Sale, the Tokens, and your Auction Bid and purchase of Tokens, and the Boson Protocol.
2. There are no implied licences under these Terms, and any rights not expressly granted to you hereunder are reserved by the Token Vendor.
SURVIVING TERMSNotwithstanding the expiry of the Auction Period and Settlement, any delivery of Tokens to you or any abortion of the Token Sale pursuant to these Terms, Paragraphs 9 to 16 and 18 to 22, and the Annexes hereto shall remain valid and in full force and effect.
NO WAIVERAny failure of the Token Vendor to enforce these Terms or to assert any right(s), claim(s) or causes of action against you under these Terms shall not be construed as a waiver of the right of the Token Vendor to assert any right(s), claim(s) or causes of action against you.
ENTIRE AGREEMENT
1. These Terms contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to the Token Sale and your Auction Bid and purchase of Tokens.
2. In the event that the Token Vendor discovers that you, in your participation in the Token Sale, have engaged in unfair, excessive or abusive usage or conduct, the Token Vendor reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Token Vendor from losses, damages, harm or degradation of any form and manner
TAXES
1. The Accepted Digital Currenct that you transfer as Purchase Consideration for payment for your purchase of Tokens or otherwise in connection with your Auction Bid shall be exclusive of all taxes that are applicable to the Auction Bid and/or your purchase of, receipt and holding of Tokens in any jurisdiction (“Payable Tax”).
2. You shall be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities. You shall 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 the Payable Tax.
3. The Token Vendor shall not be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities.
NOTICES
1. Any notice or other communication to be given under these Terms shall be in writing, and shall be deemed to have been duly served on, given to or made in relation to a Party if it is:
  - left at the address of that Party or posted by prepaid airmail/first-class/registered post addressed to that Party at such address, in which case such notice shall be deemed to have been delivered and received at the time of delivery; or
  - transmitted by email or facsimile, in which case such notice shall be deemed to be delivered and received at the time of transmission in legible form.
  PROVIDED that where, in the case of delivery by hand, the delivery occurs after 6.00 p.m. on a business day or on a day which is not a business day, receipt shall be deemed to occur at
2. For the purposes of these Terms, the contact details of the Token Vendor shall be the contact details (including, if applicable, the details of the person for whose attention a notice or communication is to be addressed) as the Token Vendor may announce on the Channels or notify to you in writing from time to time in accordance with the requirements of this Paragraph 18.
3. For the purposes of these Terms, your contact details shall be such contact details as you may notify to the Token Vendor in writing from time to time in accordance with the requirements of this Paragraph 18.
GOVERNING LAW AND JURISDICTION
1. These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Singapore.
2. Any Dispute shall be resolved in accordance with this Paragraph 19.
3. Any dispute arising out of or in connection with these Terms (“Dispute”) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force which rules are deemed to be incorporated by reference in this Paragraph. The seat of the arbitration shall be in Singapore. The Tribunal shall consist of one (1) arbitrator to be nominated by the Token Vendor. The language of the arbitration shall be in English.
4. Notwithstanding any Dispute or reference of certain Disputes (or part of certain Disputes) for determination by arbitration pursuant to Paragraph 19.3, the Parties will continue to comply with their respective obligations under these Terms.
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
1. Subject to Paragraph 20.2, the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore, as may be modified, amended or supplemented from time to time, shall apply to these Terms.
2. Save for the Token Vendor’s affiliates who shall have rights to the extent accorded thereto under these Terms, a person who is not a Party shall not have any rights whatsoever under these Terms or to enforce these Terms.
SEVERANCE AND PARTIAL INVALIDITY
1. If any of these Terms is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of these Terms shall continue to be valid and in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
2. The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
PRIVACY POLICYAny personal data or information which you provide to us is also subject to our privacy policy (available at https://www.bosonprotocol.io/privacy/) which is incorporated by reference into these Terms.

Any personal data or information which you provide to us is also subject to our privacy policy (available at https://www.bosonprotocol.io/privacy-policy/) which is incorporated by reference into these Terms.

ANNEX 1

DEFINITIONS

In these Terms, the following words and expressions shall, where not inconsistent with the context, have the following meanings respectively:”Accepted Digital Currency” means such cryptographic currency(ies) and/or tokens accepted by the Token Vendor and which is compatible with the Boson Protocol Token Sale Smart Contract.”Allocated Tokens” has the meaning ascribed to it in Paragraph 6.1. “Allocation” has the meaning ascribed to it in Paragraph 4.4(b).
“Applicable Exchange Rate” means such USD:Accepted Digital Currency exchange rates as indicated on the Designated Web Address in respect of an Auction Bid.”Approvals” has the meaning ascribed to it in Paragraph 9.1(o). “Auction Bid” has the meaning ascribed to it in Paragraph 4.2(b).”Auction Expiry Time” has the meaning ascribed to it in Paragraph 3.2(b). “Auction Period” has the meaning ascribed to it in Paragraph 3.2.”Bid Price” has the meaning ascribed to it in Paragraph 4.2(b)(i).”Boson Protocol” means the decentralised blockchain-based computer network that serves as a comprehensive global intermediary facilitating decentralised commercial transactions and data exchange by providing a way to enable the decentralised exchange of digital value for a non-fungible token voucher representing any underlying real-world product, service or thing, as described in the Whitepaper.”Boson Protocol Token Sale Smart Contract” means the smart contract created using the Gnosis Auction Smart Contract and deployed by the Token Vendor for the Token Sale on the Designated Web Address accessible at https://etherscan.io/address/0xC477D038d5420C6A9e0b031712f61c5120090de9#code.”Channels” has the meaning ascribed to it in Paragraph 1.4.

“close associate” in relation to a senior foreign political figure means a person who is widely and publicly known to maintain an unusually close relationship with such senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such senior foreign political figure.

“Commencement Time” has the meaning ascribed to it in Paragraph 3.2(a).

“Current Clearing Price” means such price per Token denominated in USD at such point in time of an Auction Bid that a Participant in the Token Sale is required to bid for in order to be eligible for Settlement and Allocation, which will be made visible from time to time during the Auction Period on the Designated Web Site.

“Designated Web Address” means Boson Auction site on Gnosis Auction platform or such other unique web address notified to you by the Token Vendor from time to time via email upon your Participating Digital Wallet being successfully Whitelisted.

“Dispute” has the meantime scribed to it in Paragraph 19.3. “Disqualified Persons” has the meaning ascribed to it in Paragraph 2.2.

“double spend” means to undertake, or attempt to undertake, two (2) or more different transactions on a blockchain or cryptocurrency network and spend the same account balance on each of the transactions.

“Excluded Jurisdiction” means any of the following: the People’s Republic of China, the United States of America, a jurisdiction identified by the Financial Action Task Force (FATF) for strategic AML/CFT deficiencies and included in FATF’s listing of “High-risk and Other Monitored Jurisdictions” accessible at http://www.fatf-gafi.org/publications/high-risk-and-other-monitored- jurisdictions; and a jurisdiction (including but not limited to the Sanctioned Countries) in which the Token Sale is prohibited, restricted or unauthorised in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction.

“Foreign Bank” means a non-United States of America banking institution.

“Gnosis Auction Smart Contract” means the open-source smart contracts and codes made available by Gnosis Limited and/or its affiliates on https://github.com/gnosis/ido-contracts for the utilization and deployment by projects of its own decentralized token sales by way of a batch auction mechanism.

“immediate family” in relation to a senior foreign political figure includes such figure’s parents, siblings, spouse, children and in-laws.

“Indemnified Persons” means the Token Vendor, the Project Group and its respective related companies, affiliates, directors, officers, employees, agents, successors, and permitted assignees.

“MAS” means the Monetary Authority of Singapore.

“Minimum Bid Price” means the lower of such price per Token denominated in an Accepted Digital Currency equivalent of (a) the Current Clearing Price or (b) the Starting Bid Price calculated based on the Applicable Exchange Rate.

“OFAC” means the United States Office of Foreign Assets Control of the United States Department of the Treasury.

“Order Cancellation Period” has the meaning ascribed to it in Paragraph 3.3. “Participants” means persons/entities who has participated in the Token Sale.
“Participating Digital Wallet” means a Whitelisted digital wallet address owned and controlled by you on a blockchain compatible with (a) any of the Accepted Digital Currencies, (b) the Tokens, and (c) the Boson Protocol Token Sale Smart Contract.

“Payable Tax” has the meaning ascribed to it in Paragraph 17.1. “Project” means the development of the Boson Protocol.

‘Project Group” means the Token Vendor and its affiliates.

“Purchase Consideration” has the meaning ascribed to it in Paragraph 7.1(a). “Qualifying Bids” has the meaning ascribed to it in Paragraph 4.4(b).

“Required Confirmations” in relation to a transfer of digital assets (including Accepted Digital Currency) to a blockchain address, such transfer having such confirmations on such blockchain that such transfer is effectively immutable.

“Sanctions” has the meaning ascribed to it in Paragraph 9.1(q)(ii). “Sanctioned Countries” has the meaning ascribed to it in Paragraph 9.1(q)(iii).
“senior foreign political figure” means a senior official in the executive, legislative, administrative, military or judicial branch of a government (whether elected or not), a senior official of a major political party, or a senior executive of a foreign government-owned corporation. It includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

“Settled Price” has the meaning ascribed to it in Paragraph 4.4(a). “Settlement” has the meaning ascribed to it in Paragraph 4.4. “Starting Bid Price” means US$0.75.

“Terms” means the terms and conditions contained in these “Terms and Conditions of the Boson Protocol Token Sale”, as amended, supplemented, updated or substituted from time to time and includes the Annexes hereto.

“Token Sale” means the sale of Tokens to you by way of the batch auction mechanism via the Boson Protocol Token Sale Smart Contract in accordance with these Terms.

“Token Vendor” means BVoucher Sales Pte. Limited, a company limited by shares incorporated in Singapore with the company registration number 202040027D.

“Tokens” means the Boson Tokens (BSN), which is the cryptographic token native to the Project to be sold by the Token Vendor pursuant to the Token Sale, and “Token” shall be construed accordingly.

“USD” or “US$” means United States Dollars, the lawful currency of the United States of America for the time being.

“Website” means https://www.bosonprotocol.io/.

“Whitelist” means to be identified by the Token Vendor to be eligible to participate in the Token Sale, subject to satisfactory Know-Your-Client and anti-money laundering and counter- financing of terrorism checks being conducted by the Token Vendor, or such other criteria as may be imposed by the Token Vendor in connection therewith at their sole and absolute discretion, and “Whitelisted” shall be construed accordingly.

“Whitepaper” means the whitepaper entitled “Boson Protocol White Paper – Decentralised Autonomous Commerce” published by the Token Vendor on 22 October 2020 and accessible on the Website.
In these Terms, a reference to:
1. the Token Vendor includes a reference to its duly authorised agents and/or delegates;
2. a person includes a reference to any individual, body corporate, unincorporated association or partnership;
3. an agreement or other document is a reference to that agreement or document as from time to time supplemented or amended;
4. the masculine gender includes the feminine and neuter genders and vice versa;
5. the singular includes the plural and vice versa; and
6. any law or regulation is a reference to that law or regulation as amended from time to time and, where the same has been repealed, to any re-enactment or replacement of the same.

ANNEX 2

RISK FACTORS

You should carefully consider and evaluate each of the following risk factors and all other information contained in the Terms before deciding to participate in the Token Sale. To the best of the Token Vendor’s knowledge and belief, all risk factors which are material to you in making an informed judgement to participate in the Token Sale have been set out below. If any of the following considerations, uncertainties or material risks develops into actual events, the business, financial position and/or results of operations of the Token Vendor and/or the Project Group and the development, maintenance and level of usage of the Boson Protocol could be materially and adversely affected. In such cases, the trading price of Tokens (in the case where they are listed on a cryptocurrency exchange) could decline due to any of these considerations, uncertainties or material risks, and you may lose all or part of your Tokens. If you have any queries or require clarification regarding these risks, please contact us at support@bosonprotocol.io.

RISKS RELATING TO PARTICIPATION IN THE TOKEN SALEThese Terms may not be transferred without the consent of the Token VendorThese Terms provide that you may not transfer or assign this Agreement without the consent of the Token Vendor.The tax treatment of these Terms, the purchase rights contained herein, and the Token Sale is uncertain and there may be adverse tax consequences for you upon certain future eventsThe tax characterisation of these Terms and the Tokens are uncertain, and you must seek your own tax advice in connection with the submission of an Auction Bid and/or the purchase of Tokens. The submission of an Auction Bid and/or the purchase of Tokens pursuant to these Terms may result in adverse tax consequences to you, including withholding taxes, income taxes, and tax reporting requirements. You should consult with and must rely upon the advice of your own professional tax advisors with respect to the tax treatment of the submission of an Auction Bid and/or the purchase of Tokens pursuant to these Terms.There is no prior trading market for the Tokens as they have no history and the Token Sale may not result in an active or liquid market for the TokensThe Tokens will be newly created by a start-up that has no operating history and are entirely novel in type. Prior to the Token Sale, there has been no public market or designated digital token exchange for the Tokens and the Tokens are not traded, transferred or resold whether on any cryptocurrency exchange or otherwise. You will not be able to compare the Tokens against other like instruments. An purchase of the Tokens should be evaluated on the basis of the your perception of the value of the Tokens, taking into account various uncertainties set forth herein, and that the assessment of the prospects of the Project Group plans and strategies may not prove accurate, and the Project Group may not achieve its objectives. Past performance of the Token, or any similar token issued by other companies, is not predictive of the Project Group’s future efforts.Also, as a result of recent regulatory developments, many conventional cryptocurrency exchanges, particularly those accessible by qualified persons (such as accredited investors, as defined under United States of America laws), are currently unwilling to list cryptographic tokens, such as the Tokens. Consequently, the Tokens may only be traded on very limited range of venues. Moreover, by purchasing Tokens, purchasers who purchase Tokens offshore under Regulation S under the Securities Act acknowledge additional transfer restrictions set
forth in Regulation S with respect to the ability to transfer or resell the Tokens in the United States or to U.S. Qualified Persons (within the meaning of such regulation) prior to the designated 90-day distribution compliance period following issuance of the Tokens to such Token holder.

Furthermore, a Token is not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor is it backed by any hard assets or other credit. The Token Vendor and/or the Project Group is/are not responsible for nor does it / do they pursue the circulation and trading of Tokens on the market. Trading of Tokens merely depends on the consensus on its value between the relevant market participants. We have arbitrarily set the price of the Tokens, which will not be based on our valuation, prior earnings or any other factors. You may not be able to resell the Tokens at the price you acquired them or at any other price. Nonetheless, no one is obliged to purchase any Token from any holder of the Token, including the purchasers, nor does anyone guarantee the liquidity or market price of Tokens to any extent at any time.

Hence, in the event that the Tokens are traded on a cryptocurrency exchange, there is no assurance that an active or liquid trading market or demand for the Tokens will develop or if developed, be sustained after the Tokens have been made available for trading on such cryptocurrency exchange. There is also no assurance that the market price of the Tokens will not decline below the Purchase Consideration at which you acquired the Tokens. The Purchase Consideration may not be indicative of the market price of the Tokens after they have been made available for trading on a cryptocurrency exchange.

Even if we may permissibly pursue a listing of the Tokens on an exchange, we can provide no assurance that an exchange will accept the listing of the Tokens or maintain the listing if accepted or that any trading market will be successfully developed or launched. Moreover, even if such a market is established, any such trading market may not be widely adopted, may have limited users, and could be subject to significant competition. As a result, we can provide no assurance as to the liquidity of Tokens on any such market.

Token transactions may be irreversible and, accordingly, losses due to fraudulent or accidental transactions; or malfunctioning of the Token or unintended function may not be recoverable.

Transactions in the Tokens may be irreversible and, accordingly, a purchaser of the Tokens may lose all the Tokens in a variety of circumstances, including in connection with fraudulent or accidental transactions, technology failures or cyber-security breaches. If applicable, real- time settlement would further increase the risk that correction of trading errors may be impossible and losses due to fraudulent or accidental transactions may not be recoverable.

Additionally, the Tokens and any network with which the Tokens are interacting may malfunction or function in an unexpected or unintended manner. This may be caused by a Token itself, the Ethereum protocol, other networks or a number of other causes, some of which are foreseeable. Any malfunction or unintended function could also result in the complete loss of the Tokens.

Because there is a lack of a central regulatory authority and structure and due to the global nature of digital assets and blockchain technologies, you may have limited or no legal remedies or recourse against the Project Group, the Token Vendor, other users, holders, purchasers or sellers of the Tokens, and any other person or entity that may interfere with the Tokens or your digital wallet.

Future sales of the Tokens could materially and adversely affect the market price of Tokens

Any future sale of the Tokens (which were not available for sale in the Token Sale) would increase the supply of Tokens in the market and this may result in a downward price pressure on the Tokens. The sale or distribution of a significant number of Tokens outside of the Token Sale, or the perception that such further sales or issuance may occur, could adversely affect the trading price of the Tokens.

Negative publicity may materially and adversely affect the price of the Tokens

Negative publicity involving the Project Group, the Project, the Boson Protocol, the Tokens and/or any of the key personnel of the Project Group may materially and adversely affect the market perception or market price of the Tokens, whether or not such negative publicity is justified.

There is no assurance of any success of the Project and the Boson Protocol

The value of, and demand for, the Tokens hinges heavily on the performance of the Project and the Boson Protocol. There is no assurance that the Project and the Boson Protocol will gain traction after its launch and achieve any commercial success.

The Project and the Boson Protocol has not been fully developed, finalised, and integrated and is subject to further changes, updates, and adjustments prior to its launch. Such changes may result in unexpected and unforeseen effects on its projected appeal to users, and hence impact its success.

While the Token Vendor has made every effort to provide a realistic estimate, there is also no assurance that the proceeds raised in the Token Sale will be sufficient for the development and integration of the Project and the Boson Protocol. For the foregoing or any other reason, the development and integration of the Project and the Boson Protocol may not be completed and there is no assurance that it will be launched at all. As such, distributed Tokens may hold little worth or value, and this would impact its trading price.

If and when the Project and the Boson Protocol is fully developed, there is no assurance its systems, protocols, or products will be widely adopted or utilised by its target users.

The Project Group may not successfully develop, market and launch the Project and the Boson Protocol ecosystem.

The Project and the Boson Protocol ecosystem has not yet been fully developed by the Project Group and it will require significant capital funding, expertise of the Project Group’s management, time and effort in order to develop and successfully launch the ecosystem. The Project Group’s goal of commercialising Boson Protocol is subject to numerous challenges and uncertainties.

The Project Group may have to make changes to the specifications of the Tokens for any number of legitimate reasons or the Project Group may be unable to develop the ecosystem in a way that realizes those specifications or any form of a functioning interoperable network. It is possible that the Boson Protocol ecosystem will not develop or develop in manner that meets expectations. The ecosystem, if successfully developed and maintained, may not attract a large or sufficient number of users (consumers, exchanges, financial institutions, token issuing companies and other entities) to make the Boson Protocol commercially viable and may fail to meet investor expectations, or there may be limited public interest in the creation and development of an interoperable blockchain ecosystem. Such a lack of use or interest could negatively impact the development of the Project and Boson Protocol and therefore the potential utility and value of the Tokens. Furthermore, despite good faith efforts to develop and launch the Project and the Boson Protocol and subsequently to develop and maintain the ecosystem, it is still possible that the Boson Protocol will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the ecosystem and the Tokens.

The Project Group will use the proceeds of this Token Sale to make significant investments to develop and commercialize the Boson Protocol to the point users can realize utility and value. The Project Group will rely on the managerial support from its members and the managers associated may not devote all of their professional to the activities of the Project Group in developing and commercializing the Boson Protocol. The Project Group may not have or may not be able to obtain the technical and managerial skills and expertise or otherwise needed to successfully develop the Boson Protocol and progress it to a successful launch.

While the Project Group has sought to retain and continue to competitively recruit experts, there is a general scarcity of management, technical, scientific, research and marketing personnel with appropriate training to develop and maintain the Boson Protocol. If the Project Group is not successful in its efforts to demonstrate to users the utility and value of Boson Protocol, there may not be sufficient demand for the Tokens the foster a fully developed ecosystem. If the Project Group does succeed in its plans, purchasers of the Token have no right to receive a refund or any return of any portion of their purchase. As a result, you should only purchase the Token if they are prepared to lose the value of their entire purchase consideration.

Alternative interoperable solutions may be established that compete with or are more widely used than the Boson Protocol.

It is possible that alternative technology solutions could be established that attempt to facilitate services that are materially similar to the services offered on by Boson Protocol and the Project may compete with these alternative platforms, which could negatively impact Boson Protocol and the value of the Tokens.

The trading price of the Tokens may fluctuate significantly following the Token Sale

The prices of cryptographic tokens, blockchain assets such as bitcoin have historically been subject to dramatic fluctuation and in general tend to be highly volatile, and can fluctuate significantly over short periods of time. A decrease in the price of a single blockchain asset may cause volatility in the entire blockchain asset industry and may affect other blockchain assets including the Tokens. For example, a security breach that affects investor or user confidence in bitcoin may affect the industry as a whole and may also cause the price of the Tokens and other blockchain assets to fluctuate.

The demand for, and correspondingly the market price of, the Tokens may fluctuate significantly and rapidly in response to, among others, the following factors, some of which are beyond the control of the Token Vendor and/or the Project Group:
- new technical innovations;
- analysts’ speculations, recommendations, perceptions or estimates of the Token’s market price, expectations with respect to the rate of inflation, or the financial and business performance of the Token Vendor and/or the Project Group;
- changes in market valuations and token prices of entities with operations similar to that of the Token Vendor and/or the Project Group that may be made available for sale and purchase on the same cryptocurrency exchanges as the Tokens;
- announcements by the Token Vendor and/or the Project Group of significant events, for example, partnerships, sponsorships, or new product developments;
- fluctuations in market prices and trading volume of cryptocurrencies on cryptocurrency exchanges;
- additions or departures of key personnel of the Token Vendor and/or the Project Group;
- success or failure of the management of the Token Vendor and/or the Project Group in implementing business and growth strategies;
- changes in conditions affecting the blockchain or financial technology industry, the general economic conditions or market sentiments, or other events or factors.
- changes in the software, software requirements or hardware requirements underlying Boson Protocol;
- interruptions in service from or failures of major blockchain asset exchanges on which the Tokens may be traded;
- trading activities of large investors, including private and registered funds, that may directly or indirectly trade in the Tokens or other blockchain assets;
- changes in the rights, obligations, incentives or rewards for the various participants in the Boson Protocol ecosystem;
- prevailing interest rates;
- currency exchange rates, including the rates at which digital assets may be exchanged for fiat currencies;
- fiat currency withdrawal and deposit policies of blockchain asset exchanges on which the Tokens may be traded and liquidity on such exchanges;
- monetary policies of governments, trade restrictions, currency devaluations and revaluations;
- regulatory measures, if any, that affect the use of blockchain assets such as the Tokens;
- the maintenance and development of the Boson Protocol;
- global or regional political, economic or financial events and situations; or
- expectations among Boson Protocol or other blockchain assets participants that the value of the Tokens or other blockchain assets will soon change.
The cryptocurrencies raised in the Token Sale are exposed to risks of theft

The Token Vendor will make every effort to ensure that the cryptocurrencies received from the Token Sale will be secure. Further, upon receipt of the cryptocurrencies, the Token Vendor will make every effort to ensure that the cryptocurrencies received will be securely held through the implementation of security measures. Notwithstanding such security measures, there is no assurance that there will be no theft of the cryptocurrencies as a result of hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks, “selfish- mining” attacks and race condition attacks), sophisticated cyber-attacks, as well as other new forms of attack that may be created, distributed denials of service or errors, vulnerabilities or defects on the such digital wallet address(es) of the Token Vendor and/or the Project Group, the Boson Protocol Token Sale Smart Contract, the Bitcoin blockchain, Ethereum blockchain, or any other blockchain, or otherwise. Such events may include, for example, flaws in
programming or source code leading to exploitation or abuse thereof. Mining attacks may also target other blockchain networks with which the Tokens interact, which may consequently significantly impact the Tokens.

In such event, even if the Token Sale is completed, the Token Vendor may not be able to receive the cryptocurrencies raised and the Token Vendor may not be able to utilise such funds for the development of the Boson Protocol, and the launch of the Boson Protocol might be temporarily or permanently curtailed. As such, the issued Tokens may hold little worth or value, and this would impact their trading price.

The Tokens, as a store of value, are not like bank accounts or other similar accounts and are entirely uninsured, unless you specifically obtains private insurance to insure them. Any value they may hold at any time may decrease or be limited in the future. In the event of any loss or loss of value of the Tokens, you may have no recourse.

If Boson Protocol’s security is compromised or if the Project Group is subjected to attacks that frustrate or thwart users’ ability to access or utilise Boson Protocol or their Tokens, users may cut back on or stop using Boson Protocol altogether, which could seriously curtail the utilization of the Tokens and cause a decline in the market price of the Tokens.

The Project and Boson Protocol is still in an early development stage and are unproven, and there can be no assurances that Boson Protocol and the creating, transfer or storage of the Tokens will be uninterrupted or fully secure which may result in a complete loss of users’ Tokens or an unwillingness of users to access, adopt and utilize Boson Protocol. Further, the Project’s reserve system may also be the target of malicious attacks seeking to identify and exploit weaknesses in the software or Boson Protocol which may result in the loss or theft of Tokens. For example, if the Tokens and the underlying protocol and Boson Protocol are subject to unknown and known security attacks (such as malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, spoofing, social engineering, phishing emails, man-in-the-middle, phone hijacking, double-spend attacks, 51% attacks, ransomware, consensus-based or other malicious attacks), this may materially and adversely affect the Boson Protocol.

The further development and acceptance of blockchain networks and blockchain-based tokens, including Boson Protocol and the Tokens, which are part of a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of blockchain networks and blockchain assets would have a material adverse effect on the successful development and adoption of Boson Protocol and the Tokens.

The growth of the blockchain industry in general, as well as the blockchain networks with which Boson Protocol will rely and interact, is subject to a high degree of uncertainty. The factors affecting the further development of the cryptocurrency industry, as well as blockchain networks, include, without limitation:
- worldwide growth in the adoption and use of Bitcoin and other blockchain technologies;
- government and quasi-government regulation of Bitcoin and other blockchain assets and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;
- the maintenance and development of the open-source software protocol of blockchain networks;
- changes in consumer demographics and public tastes and preferences;
- the availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using fiat currencies or existing networks;
- general economic conditions and the regulatory environment relating to cryptocurrencies; or
- a decline in the popularity or acceptance of Bitcoin or other blockchain-based tokens.
The slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and blockchain assets may deter or delay the acceptance and adoption of Boson Protocol and the Tokens.

There may be weaknesses, vulnerabilities or bugs in the protocols, systems, and smart contracts in connection with the Token Sale and/or Boson Protocol

The Project Group will make reasonable efforts to ensure that the protocols, systems, and smart contracts in connection with the Token Sale and/or the Project (including but not limited to the Boson Protocol Token Sale Smart Contract) are audited, tested, and approved by technical experts.

However, we may rely on technology, including smart contracts, to implement certain restrictions on transferability in accordance with the federal securities law of the United States of America. Smart contract technology is still in its early stage of development and there can be no assurance that such technology will function properly. Its application of experimental nature carries significant operation, technological, financial, regulatory, financial and reputational risks, there are inherent risks that such protocols, systems and/or smart contracts could contain weaknesses, vulnerabilities or bugs which could result in technological limitations on transferability and expose the Project Group to legal and regulatory issues. Smart contracts may not be fit for the purpose intended by the Project Group and may contain flaws, vulnerabilities or other issues, which may cause technical problems or the complete loss of Tokens.

Purchasers of Tokens should understand and accept that there are no warranties that Tokens are fit for a particular purpose or do not contain any weaknesses, vulnerabilities or bugs which would cause loss in their worth or value. In the event that any of the aforementioned risks materialises, the business strategies, results of operations and outlook of the Project Group may also be adversely affected.

There may be risks relating to acts of God, natural disasters, wars, terrorist attacks, riots, civil commotions widespread communicable diseases and other force majeure events beyond the control of the Project Group

The Token Sale and the performance of the activities of the Project Group and/or Boson Protocol may be interrupted, suspended or delayed due to acts of God, natural disasters, wars, terrorist attacks, riots, civil commotions, widespread communicable diseases and other force majeure events beyond the control of the Project Group. Such events could also lead to uncertainty in the economic outlook of global markets and there is no assurance that such markets will not be affected, or that recovery from the global financial crisis would continue. In such events, the business strategies, results of operations and outlook of the Project Group may be materially and adversely affected. Further, if an outbreak of such infectious or communicable diseases occurs in any of the countries in which the Project Group, the developers, data providers and/or data consumers have operations in the future, market sentiment could be adversely affected and this may have a negative impact on Boson Protocol and its community.

There may be unanticipated risks arising from the Tokens

Cryptographic tokens such as the Tokens are a relatively new and dynamic technology. In addition to the risks included herein, there are other risks associated with your purchase, holding and use of the Tokens, including those that the Project Group cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks discussed herein.
RISKS RELATING TO WALLETSThe Token Vendor’s digital wallet address is designed to be secure. However, in the event that such digital wallet address, for any reason compromised (including but not limited to scenarios where the private key to such digital wallet address is lost, destroyed or otherwise compromised), the funds held by such digital wallet address may not be able to be retrieved and disbursed, and may be permanently unrecoverable. In such event, even if the Token Sale is successful, the Project Group will not be able to receive the funds raised and the Project Group will not be able to utilise such funds for the development of Boson Protocol, and the implementation of Boson Protocol might be temporarily or permanently curtailed. As such, distributed Tokens may hold little worth or value or may be rendered worthless, and this would impact their trading price.The loss or compromise of information relating to your Participating Digital Wallet may affect your access and possession of the TokensYour access to the Tokens in your Participating Digital Wallet depends on, among other things, the safeguards to the information to such Participating Digital Wallet, including but not limited to the user account information, address, private key, and password. In the event that any of the foregoing is lost or compromised, your access to the Participating Digital Wallet may be curtailed and thereby adversely affecting your access and possession to the Tokens, including such Tokens being unrecoverable and permanently lost.Your Participating Digital Wallet or your Participating Digital Wallet service provider may not be technically compatible with the TokensYour Participating Digital Wallet or your Participating Digital Wallet service provider may not be technically compatible with the Tokens which may result in the delivery of Tokens being unsuccessful or affect your access to such Tokens.
RISKS RELATING TO THE PROJECT GROUPThe Project and Boson Protocol is initiated by the Project Group. Any events or circumstances which adversely affect the Project Group may have a corresponding adverse effect on Boson Protocol if such events or circumstances affect the Project Group’s ability to launch Boson Protocol. This would correspondingly have an impact on the trading price of the Tokens.Purchase of products, including but not limited to cryptocurrencies / cryptographic tokens, from early stage technology start-ups such as the Project Group inherently involve a high degree of riskFinancial and operating risks confronting start-ups seeking to commercialise technology solutions are significant and the Project Group are not immune to these.The Project Group competes in a highly competitive digital asset market and the percentage of start-ups that survive and prosper is small. These risks are exacerbated for start-ups such as the Project Group that seek to employ emerging technological innovations, particularly blockchain technology, to create a tokenised ecosystem through which holders the Tokens can benefit. Start-ups often experience unexpected problems in the areas of product development, marketing, financing and general management, among others, which frequently cannot be solved. The Project Group will confront the additional risks associated with employing innovative interoperable distributed ledger technology to commercialize its products. In addition, start-ups may require substantial amounts of financing, which may not be available through institutional private placements, the public markets or otherwise.The Project Group may be forced to cease operations or take actions that result in a dissolution event.It is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of cryptographic and fiat currencies; the inability of the Project Group to establish and successfully launch Boson Protocol or the Tokens’ utility and functionality with the minimum viability; the failure of commercial relationships intend to promote use of the platform and the Tokens; the development of competing technology; or intellectual property ownership challenges, the Project Group may no longer be viable to operate and the Project Group may dissolve or take actions that result in a dissolution of the Project Group.Under such circumstances, purchasers of the Token may not receive any refund or derive any utility on the Tokens. As a result, purchasers should only purchase the Tokens if they are prepared to lose their entire purchase consideration or prepared for the Tokens to have no utility.
The Project Group was recently organized and has limited operating history, which makes it hard to evaluate its ability to generate revenue for the platform.

The Project Group’s limited operating history may make it difficult to evaluate the future prospects of Boson Protocol. The Project Group has encountered, and will continue to encounter, risks and difficulties frequently experienced by growing enterprises in rapidly developing and changing industries, including challenges in forecasting accuracy, determining appropriate deployment of its limited resources, gaining market acceptance, managing a complex regulatory landscape and developing new products. The Project Group’s current plans for the development of Boson Protocol and its ecosystem may require changes in order for it to scale its operations efficiently. Purchasers should consider the business and prospects of the platform and ecosystem in light of the risks and difficulties it faces as an early-stage enterprise focused on developing interoperable blockchain technology.

The Project Group may experience system failures, unplanned interruptions in their network or services, hardware or software defects, security breaches or other causes that could adversely affect the infrastructure network of the Project Group, and/or Boson Protocol

There are a number of data protection, security, privacy and other government- and industry- specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data.

The Project Group is unable to anticipate when there would be occurrences of hacks, malicious cyber-attacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks, and “selfish-mining” attacks), distributed denials of service or errors, vulnerabilities or defects in Boson Protocol, the Tokens, or any technology (including but not limited to smart contract technology such as the Boson Protocol Token Sale Smart Contract) on which the Project Group, Boson Protocol, and the Tokens, rely or on the Bitcoin blockchain, Ethereum blockchain, or any other blockchain. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. The Project Group may not be able to detect such hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks, and “selfish-mining” attacks), cyber-attacks, distributed denials of service errors vulnerabilities or defects in a timely manner, and may not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession.

The network or services of the Project Group, which would include Boson Protocol`, could be disrupted by numerous events, including natural disasters, equipment breakdown, network connectivity downtime, power losses, or even intentional disruptions of their services, such as disruptions caused by software viruses or attacks by unauthorised users, some of which are beyond the control of the Project Group. Although the Project Group will be taking steps against malicious attacks on their appliances or infrastructure, which are critical for the initiation and maintenance of Boson Protocol and its other services, there can be no assurance that cyber- attacks, such as distributed denials of service, will not be attempted in the future, and that any of the enhanced security measures of the Project Group will be effective. The Project Group may be prone to attacks on their infrastructure intended to steal information about its technology, financial data or user information or take other actions that would be damaging to Project Group, and/or users of Boson Protocol. Any significant breach of the security measures of the Project Group or other disruptions resulting in a compromise of the usability, stability and security of the network or services of the Project Group (including Boson Protocol) could harm Boson Protocol’s reputation, erode user confidence in the effectiveness of its security measures, negatively impact its ability to attract new users or cause existing users to stop using Boson Protocol. This may adversely affect the trading price of the Tokens.

Security breaches or unauthorized access to personal information may also expose the Project Group to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until after they are launched against a target, the Project Group may be unable to anticipate, detect or adequately address them. In addition, certain jurisdictions have laws requiring companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures are costly to implement and often lead to widespread negative publicity.

The Project Group are dependent in part on the location and data centre facilities of third parties

The infrastructure network of the Project Group is in part established through servers which they own and house at the location facilities of third parties, and servers that they rent at data centre facilities of third parties. If the Project Group is unable to renew its data facility lease on commercially reasonable terms or at all, the Project Group may be required to transfer their servers to a new data centre facility, and may incur significant costs and possible service interruption in connection with the relocation. These facilities are also vulnerable to damage or interruption from, among others, natural disasters, arson, terrorist attacks, power losses, and telecommunication failures. Additionally, the third party providers of such facilities may suffer a breach of security as a result of third party action, employee error, malfeasance or otherwise, and a third party may obtain unauthorised access to the data in such servers. As techniques used to obtain unauthorised access to, or to sabotage systems change frequently and generally are not recognised until launched against a target, the Project Group and/or the providers of such facilities may be unable to anticipate these techniques or to implement adequate preventive measures. Any such security breaches or damages which occur which impact upon the infrastructure network of the Project Group and/or Boson Protocol may adversely impact the price of the Tokens.

General global market and economic conditions may have an adverse impact on the operating performance, results of operations and cash flows of the Project Group

The Project Group has been and could continue to be affected by general global economic and market conditions. Challenging economic conditions worldwide have from time to time, contributed, and may continue to contribute, to slowdowns in the information technology industry at large. Weakness in the economy could have a negative effect on the business, operations and financial condition of the Project Group, including decreases in revenue and operating cash flows. Additionally, in a down-cycle economic environment, the Project Group may experience the negative effects of increased competitive pricing pressure and a slowdown in commerce and usage of Boson Protocol. Suppliers on which the Project Group rely for servers, bandwidth, location and other services could also be negatively impacted by economic conditions that, in turn, could have a negative impact on the operations or expenses of the Project Group. There can be no assurance, therefore, that current economic conditions or worsening economic conditions or a prolonged or recurring recession will not have a significant adverse impact on the business, financial condition and results of operations of the Project Group, and hence Boson Protocol, which may indirectly impact the trading price of the Tokens.

The Project Group, the Tokens, and/or Boson Protocol may be affected by newly implemented regulations

Cryptocurrency trading is generally unregulated worldwide, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern cryptocurrency or cryptocurrency markets. The Project Group, Boson Protocol, and/or the Tokens may be affected by newly implemented regulations relating to cryptocurrencies or cryptocurrency markets, including having to take measures to comply with such regulations, or having to deal with queries, notices, requests or enforcement actions by regulatory authorities, which may come at a substantial cost and may also require substantial modifications to Boson Protocol. This may impact the appeal of Boson Protocol for users and result in decreased usage of. Further, should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, launching Boson Protocol may no longer be commercially viable and the Project Group may opt to discontinue the Project, Boson Protocol and/or the Tokens. Further, it is difficult to predict how or whether governments or regulatory authorities may implement any changes to applicable laws and regulations affecting distributed ledger technology and its applications, including Boson Protocol and the Tokens. The Project Group may also have to cease operations in a jurisdiction that makes it illegal to operate in such jurisdiction, or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. In scenarios such as the foregoing, the trading price of Tokens will be adversely affected or Tokens may cease to be traded.

The regulatory regime governing blockchain technologies, cryptocurrencies, tokens, and token offerings such as the Token Sale, Boson Protocol and the Tokens is uncertain, and regulations or policies may materially adversely affect the development of Boson Protocol and the utility of the Tokens

Regulation of tokens (including the Tokens) and token offerings (such as the Token Sale), cryptocurrencies, blockchain technologies, and cryptocurrency exchanges is currently undeveloped and likely to rapidly evolve, varies significantly among international, federal, state and local jurisdictions, and is subject to significant uncertainty. Various legislative and executive bodies in Singapore and other countries may in the future adopt laws, regulations, guidance, or take other actions, which may severely impact the development and growth of Boson Protocol, the adoption and utility of the Tokens or the issue, offer, and sale of the Tokens by the Token Vendor. Failure by the Project Group or users of Boson Protocol to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines.

As blockchain networks and blockchain assets have grown in popularity and in market size, federal and state agencies have begun to take interest in, and in some cases regulate, their use and operation.

In the case of virtual currencies, some state regulators such as the New York Department of Financial Services have created new regulatory frameworks. Others states, such as in Texas, have published guidance on how their existing regulatory regimes apply to virtual currencies. Some states, like New Hampshire, North Carolina and Washington, have amended their state’s statutes to include virtual currencies into, or exempt virtual currencies from, existing licensing regimes. Treatment of virtual currencies continues to evolve under federal law as well. The Department of the Treasury, the U.S. Securities and Exchange Commission (“SEC”), and the
U.S. Commodity Futures Trading Commission (“CFTC”), for example, have published guidance on the treatment of virtual currencies. The U.S. Internal Revenue Service released guidance treating virtual currency as property that is not currency for U.S. federal income tax purposes, although there is no indication yet whether other courts or federal or state regulators will follow this classification. Both federal and state agencies have instituted enforcement actions against those violating their interpretation of existing laws. The foregoing statements are not to be construed as legal advice or comprehensive statements regarding the current state of the law regarding virtual currencies, but rather are included solely as examples of the evolving and uncertain regulatory landscape regarding virtual currencies.

The regulation of non-currency use of blockchain assets is also uncertain. The CFTC has publicly taken the position that certain blockchain assets are commodities, and the SEC has issued a public report stating federal securities laws require treating some blockchain assets as securities. To the extent that a domestic government or quasi-governmental agency exerts regulatory authority over a blockchain network or asset, Boson Protocol and the Tokens may be materially and adversely affected.

Blockchain networks also face an uncertain regulatory landscape in many foreign jurisdictions such as the European Union, People’s Republic from China, South Korea, and Russia. Various jurisdictions may, in the near future adopt laws, regulations or directives that affect the Project. Such laws, regulations or directives may conflict with those of Singapore or may directly and negatively impact the business of the Project Group. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the development and growth of Boson Protocol and the adoption and utility of the Tokens.

New or changing laws and regulations or interpretations of existing Laws and regulations may materially and adversely impact the value of the currency in which the Tokens may be sold or changed, the liquidity and market price of the Tokens, the ability to access marketplaces or exchanges on which to trade the Tokens, and the structure, rights and transferability of Tokens.

Token holders will have no control over the Project Group and will generally have no ability to influence the decisions of the Project Group

The holders of Tokens will have limited voting rights. They are not and will not be entitled to vote or receive dividends or distributions and are not and will not be treated as the holder of shares in any member of the Project Group for any purpose, nor will anything be construed to confer on you any of the rights of a member of the Project Group or any of the rights of a stockholder in a corporation with respect to the right to vote for the election of directors or upon any matter submitted to members at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise.

While Token holders may be able to participate on polls as to which asset will be supported by Boson Protocol, we can offer no assurance that those assets will be supported in a timely manner or at all.

The Project Group will have wide discretion as to the use of the proceeds of this offering and may not choose to use the proceeds effectively.

The Project Group plans to use the net proceeds from the offering of the Tokens to develop and launch Boson Protocol, and commercialize the ecosystem. However, the Project Group reserves the right to use the funds obtained from this offering for other similar purposes not presently contemplated in order to address changed circumstances or opportunities. As a result of the foregoing, the Project Group will have discretion with respect to the use of the proceeds of this offering and may apply the proceeds in ways with which you do not agree. You must depend upon the Project Group’s management’s judgment as to the use of proceeds. If the Project Group fails to apply these funds effectively, its plans for Boson Protocol may be materially and adversely affected. You will not participate in these decisions and must evaluate this risk.

You may lack information in respect of the Project Group, Boson Protocol, and/or the Tokens

You may not be able to obtain all information it would want regarding the Token Vendor, the activities of the Project Group, Boson Protocol and/or the Tokens, on a timely basis or at all. The Tokens do not have any information rights attached to them. It is possible that you may not be aware on a timely basis of material adverse changes that have occurred with respect to certain of your purchase of the Tokens. In particular, you may not be able to receive information regarding the adoption of Boson Protocol and its interoperable blockchain technology.

Information in relation to the development of Tokens may also be highly technical by nature. The Project Group is not obliged to, and may not, keep users, purchasers and holders of the Tokens updated on its business the development of Boson Protocol (including progress and expected milestone). As a result of these difficulties, as well as other uncertainties, you may not have accurate or accessible information about the Token Vendor, Boson Protocol, the Tokens, and/or the activities of the Project Group.

The Project Group may be the subject of legal proceedings.

The Project Group may become involved in legal proceedings in the future. The results of such legal proceedings and claims cannot be predicted with certainty, and regardless of the outcome, legal proceedings could have an adverse impact on the Project Group’s business or the development of Boson Protocol because of defense and settlement costs, diversion of resources and other factors.

The Project Group may receive complaints for patent infringement.

It is possible that the Project Group may at some point become the target of patent infringement suits with respect to the technology it has developed or licensed from one of the association members, typically brought by so-called non-practicing entities (known as patent trolls). Although these suits must be taken seriously, and the Project Group intends to defend itself vigorously in any suits alleging patent infringement, suits involving non-practicing entities often involve non-material monetary settlements.

Terms & Conditions

TERMS AND CONDITIONS (THESE “TERMS”) OF THE BOSON PROTOCOLTOKEN SALE

ANNEX 1

DEFINITIONS

ANNEX 2

RISK FACTORS