Last updated – October
THESE TERMS AND
CONDITIONS (“TERMS”) APPLY TO EACH PROSPECTIVE PURCHASER OF PLATIN
BY MAKING A
CONTRIBUTION TO PLATIN LIMITED FOR THE PURCHASE OF PTNX DURING THE TOKEN SALE,
YOU WILL BE BOUND BY THESE TERMS AND BY ALL OF THE TERMS AND CONDITIONS INCORPORATED
HEREIN BY REFERENCE. THESE TERMS, THEREFORE, ARE A BINDING CONTRACT BETWEEN YOU
AND PLATIN LIMITED.
PLEASE READ THESE TERMS
CAREFULLY AND NOTE THAT THE SECTION ON DISPUTE RESOLUTION AND ARBITRATION
CONTAINS A BINDING ARBITRATION CLAUSE WHICH AFFECTS YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PARTICIPATE
IN THE TOKEN SALE.
PROHIBITION ON U.S
Due to legal and
regulatory uncertainty in the United States of America, citizens and green card
holders of, and persons residing in, the United States of America are
prohibited from making contributions to Platin Limited and participating in the
Token Sale (as defined in clause 5 of these Terms). Persons from the United
States of America that participate in the Token Sale by providing false or
inaccurate information about their citizenship, residency and/or nationality
will be in breach of these Terms and are required to indemnify Platin Limited in
respect of any damages and/or losses suffered due to this breach in accordance
with the indemnification provisions set out in these Terms.
NOTICE TO RESIDENTS OF
domiciled in, resident in, or purchasing from Canada are excluded from
participating, either directly or indirectly, in this Token Sale.
NOTICE TO RESIDENTS OF
THE PEOPLE’S REPUBLIC OF CHINA
Persons domiciled in or
purchasing from the People’s Republic of China (excluding the Special
Administrative Regions of Hong Kong and Macau, and the island of Taiwan) are
excluded from participating, either directly or indirectly, in this Token Sale.
NOTICE TO RESIDENTS OF
Persons domiciled in or
purchasing from Japan are excluded from participating, either directly or
indirectly, in this Token Sale.
NOTICE TO RESIDENTS OF
THE REPUBLIC OF KOREA
Persons domiciled in or
purchasing from the Republic of Korea are excluded from participating, either
directly or indirectly, in this Token Sale.
YOU AND THE COMPANY
HEREBY AGREE AS FOLLOWS:
to these Terms
These Terms constitute
a binding agreement between:
a company incorporated and registered in Gibraltar under registration number 117457
with its registered address at Suite 2B, 143 Main Street, Gibraltar
“we”, “us” or “our” as the context may require) and its
successors in interests and assigns.
natural or legal person who/which accepts these Terms and agrees to and makes a
contribution to the Company as set out in these Terms (“Contributor”, “you”
or “your” as the context may require).
In these Terms, you and
Platin Limited are hereinafter collectively referred to as the “Parties”
and each individually as a “Party” as the context may require.
If you have any
questions relating to these Terms, please contact us at email@example.com
be the creator of its own proprietary tokens under these Terms known as PTNX.
Company is proposing to develop a lightweight, secure, and verifiable Proof of Location
(PoL) protocol on the blockchain that makes cryptocurrency so real that you can
see, feel and touch it. To achieve that, Platin decentralizes the location services
marketplace with secure location capabilities for any digital asset such as cryptocurrencies
and secure documents fuelled by Platin's own PTNX coin. Platin makes available to
businesses worldwide its secure, decentralized and incentivized peer-to-peer location
blockchain, the Plexus™, is a fork of Ethereum and extends Ethereum’s well known
Solidity language into a new location-aware language called SolidityGEO™, which
is used in Platin’s Policies for requesting and defining secure location proofs
on the blockchain. The Platin Plexus™ is scalable and robust, growing into an independent
blockchain providing pluggable and modular security that evolves time as needs arise.
Platin’s Proof of Location Protocol has the potential to transform every industry,
from retail to ride-sharing and from supply chains to the disintermediation of large
scale international humanitarian relief efforts.
details of the Plexus™, the systems to be developed by us, the
services we will offer and the technology powering the whole project
(collectively, the “Platin Protocol”) are set out in the Platin
a more detailed description of the proposed Platin Protocol, please refer to:
(a) the Platin
website at platin.io (the
“Platin Website”); and
(b) the Platin
Whitepaper (a copy of which can be found at: platin.io/whitepaper (the “Platin
the “Platin Documentation”).
as otherwise agreed in these Terms, the information contained in the Platin
Documentation are for descriptive purposes only, are not binding and do not
form part of these Terms.
as otherwise set out in these Terms, these Terms (including any terms
incorporated herein by reference), govern only your contribution to the Company
for the purchase of PTNX tokens during the Token Sale (as such terms are
defined in clause 5 below).
potential future use of PTNX in connection with the provision or receipt of
services on the Platin Protocol will be subject to and governed by such other
applicable terms, conditions and policies relating to the use of the Platin Protocol
(the “Network Terms”). Such Network Terms will be made available to Platin
users, if and when the Platin Protocol is developed and implemented.
Various definitions are
set out in these Terms. Some definitions are replicated below and others are
contained in the relevant parts of these Terms.
In these Terms, the
following expressions shall have the following meanings:
any person who purchases PTNX tokens.
Sale Period” means the period of time during which PTNX tokens were
sold by the Company to persons on a private basis prior to the commencement of
the Public Sale Period.
means the period of time during which PTNX shall be sold to the public in
accordance with these Terms. The period of time during which the Public Sale
Period will be open shall be (October 28, 2018 to December 1, 2018), unless all
relevant PTNX are fully sold beforehand in the Private Sale Period, or there is
a change in the dates as announced on the Platin Website.
viewed at platin.io/terms
Token Sale Fact Sheet” means the Company’s Fact Sheet found on the
Platin Website that describes various aspects of the Platin Token Sale and
Whitepaper” means the Company’s whitepaper for the sale of PTNX which
can be found at platin.io/whitepaper
“PTNX” means the PTNX utility tokens more particularly described in the Platin
Whitepaper and in these Terms.
means the range of products and services to be created and offered by the
Company as more particularly set out in the Platin Whitepaper and in these
“Token Sale” means the
sale of PTNX as more particularly set out in clause 5 below, the Platin Token
Sale Factsheet and Platin Whitepaper.
means the Private Sale Period and the Public Sale Period.
these Terms, unless the context otherwise requires, words importing the
singular shall be deemed to include the plural and vice versa, words importing
the masculine gender shall include the feminine gender also and vice-versa,
words importing the neuter gender shall include the masculine and feminine
gender also and vice-versa.
stated otherwise, references to an “Act” is a reference to a Gibraltar Act of
Parliament (as may be amended from time to time).
in these Terms to any statute or any statutory provision shall include any
statute or statutory provision which now or at any time in the future, amends,
extends, consolidates or replaces the same or which has been amended, extended,
consolidated or replaced by the same and shall include any orders, regulations,
instruments or other subordinate legislation made under the relevant statute.
Schedules form part of these Terms and shall have effect as if set out in full
in the body of these Terms. Any reference to these Terms includes the
in these Terms to any instrument or agreement shall include any instrument or
agreement which at the date of these Terms varies, amends, extends or replaces
words following the terms “including”, “include”, “in particular” or any
similar expression shall be construed as illustrative and shall not limit the
sense of the words preceding those terms.
reference to any Party shall include that Party's personal representatives,
successors, permitted transferees and permitted assigns and all references to a
legal entity shall include their successors in interest, permitted transferees
and permitted assigns.
to "persons" includes natural persons, firms, partnerships,
companies, corporations, associations, organisations, governments, states,
governmental or state agencies, foundations and trusts (in each case whether or
not incorporated or having separate legal personality and irrespective of the
jurisdiction in or under the law of which it was incorporated or exists).
total PTNX in circulation will be limited to 1,000,000,000 with 30% (300,000,000) being made
available during the Token Sale Period.
may be made during a defined period of time (“Token Sale”). The Token
Sale commences on October 28, 2018 and ends on satisfaction of one of the
following conditions (whichever is the earlier):
tokens are purchased after the start of the Token Sale; or
1, 2018 at 12:00:00 GMT.
the event that 300,000,000 PTNX have not been purchased by 12:00 GMT on December
1 2018, all the unsold PTNX tokens will be allocated to the Platin Unsold
PTNX tokens), were sold
during a private sale which took place before the opening of the Public Sale
(200,000,000) of PTNX shall be allocated for Emissions.
(200,000,000) of PTNX shall be made available to the founders and employees of
the Company. This proportion of PTNX may also be used to reward other persons
who provide valuable services to the Company or to the Platin Protocol.
(100,000,000) of PTNX shall allocated for Geospatial Airdrops.
of PTNX shall be retained by the Company in Reserves for future financing of
the Platin Protocol.
(70,000,000) of PTNX shall be made available for distribution to the Advisors
of the Company.
3% will be
retained by the Company for the development of the Platin Ecosystem.
Token Sale, the price per PTNX is in ETH payable in Ethers (“ETH”) at
the applicable ETH price determined by the Company and specified on the Platin
Website (platin.io), currently
set at a base price of 1 ETH : 1,000 PTNX (excluding any bonuses that the
Company may offer from time to time at its sole discretion).
the event that not all PTNX available for purchase are sold in the Token Sale,
all unsold PTNX will be allocated to to the Platin Unsold Reserves address as
described in the Platin Token Sale Fact Sheet.
to request information
you are able to make a contribution to the Company or at any time after making
a contribution, we may (in our sole and absolute discretion):
you to provide certain information and documentation for the purposes of
satisfying any know your customer (KYC) or similar obligations as determined by
the Company; and
that it is necessary to obtain certain other information about you in order to
comply with applicable laws and regulations in connection with the creation and
issue of PTNX to you.
agree that you will, promptly upon the Company’s request, supply such
information and documentation as may be reasonably requested by us pursuant to
clause 8.1 in order for us to:
(a) carry out,
to our satisfaction, all “customer due diligence” and other
similar checks as determined by the Company; and
(b) ensure, to
our satisfaction, that we have complied with all applicable laws and
regulations in connection with the creation and issue of PTNX to you as
contemplated by these Terms.
acknowledge and accept that we:
may, in our absolute discretion and without providing reasons, refuse or
reject any contributions for the purchase of PTNX; and
are not required to create or issue PTNX to you, unless and until you
provide all information and documentation that we may request under this clause
8 and we have determined, in our absolute discretion, that it is permissible to
create and issue PTNX to you under applicable law.
must contribute to the Company during the Token Sale in the manner described in
this clause 9.
to be made in ETH must be sent from an Ethereum wallet in respect of which you
can identify your private key. Your private key may be required to
verify your ETH contribution to the Company. ETH contributions must be sent to
the Company’s Ethereum wallet address specified on the Platin Website (platin.io). You hereby agree and acknowledge that
sending ETH from a custodial wallet, exchange or any other wallet address for
which you do not personally have access to that wallet address’ private key, will
result in the loss of your PTNX tokens.
that send contributions:
(i) any cryptocurrency other than ETH; or (ii) a manner that does not otherwise
conform with the methods of contribution described in these Terms; or
any third-party website, wallet address, service or smart contract that offers PTNX
in the manner described in this clause 9, risk losing their entire
will not be responsible or liable for recovering or returning any such
contributions to the Contributor, nor will the Company be responsible or liable
for any losses incurred by the Contributor in this respect.
methods of payment may be accepted and, if and when available, will be
published on the Platin Website (platin.io).
and issue of PTNX through the Smart Contract System
Company has deployed a smart contract system (the “Smart Contract System”)
on the Ethereum blockchain for the purposes of creating PTNX and issuing such PTNX
(to those Contributors who qualify) to the Contributor’s Ethereum wallet. PTNX will
be based on the ERC20 token standard and each token is intended to have the
utility set out in the Platin Whitepaper.
Company will keep a record of:
ETH contributions received by the Company’s ETH wallet;
time the contribution was received;
amount of the contribution; and
ETH wallet address from which the contribution was sent (as the case may be).
the “Contribution Records”).
order to receive PTNX tokens, Contributors must have, and must notify the
Company in accordance with the procedures specified by the Company on its
Website (platin.io) of the address of an Ethereum wallet that
supports the ERC20 token standard. The Contributor’s
Ethereum wallet must possess technical infrastructure that is compatible with
the receipt, storage and transfer of PTNX, being tokens that are created based
on the ERC20 token standard. The Company reserves the right to prescribe
additional conditions relating to specific wallet requirements at any time
acting in its sole and absolute discretion.
the conclusion of the Token Sale, the Company will undertake a contribution
verification procedure by reference to the Contribution Records. Subject to
clause 8, provided the Company is successfully able to verify your
contribution, the Company will send instructions to the Smart Contract System
to initiate the creation and issue of PTNX to the Ethereum wallet address which
you send us notice of pursuant to clause 10.3.
to compliance with clauses 8, 9 and 10 and at the Company’s sole discretion,
the Smart Contract System will distribute the applicable number of PTNX to the
Ethereum wallet address notified to it under clause 10.3, upon confirmation by
the Company of its receipt of the relevant contribution in accordance with
these Terms. The distribution of PTNX is at the Company’s sole and absolute
limiting the grounds upon which the Company may refuse to distribute tokens, if
distribution of PTNX to you, or the holding of PTNX by you, is or becomes
impossible or a violation of any applicable legal or regulatory requirements,
or the Company suspects this may be the case, then:
the Company need not distribute any PTNX or return any contribution or its
equivalent to you nor, in either case, to any other person or entity;
the Company may request, require or enable steps be taken to ensure the
full return of any PTNX that you hold;
the Company reserves the right to terminate its relationship with you and
take any actions considered necessary or desirable for the Company to meet its
legal and regulatory obligations; and
such actions will be irrespective of any contribution that has been made by
you to the Company and/or any other third party, and the Company is not
required to provide reasons.
distribution, any locked or unvested PTNX may be inactive, which means they are
not transferable during the time during which they are locked up or unvested.
receipt of your contribution, such contribution will immediately become the
sole and exclusive property of the Company who will be entitled to apply the
contribution towards the development of the Platin Protocol and other operating
expenses relating to our business. The application of your contribution will be
determined by us acting in our sole and absolute discretion and we are not
under any obligation to inform you or otherwise verify how your contribution is
to applicable lock-up periods and at the Company’s sole discretion, activation
of PTNX may be made after the completion of the Public Sale.
that are purchased by you may be claimed by you only. PTNX are not transferable
to any person or jurisdiction were such transfers or holding such tokens is
considered prohibited or unlawful. In such situations, you agree not to transfer
nor attempt to transfer (whether by legal or equitable assignment, trust, charge,
sub-contract, novation or otherwise) PTNX or any part or the whole of your
rights, title or interest under these Terms, including your right to claim
those PTNX, to any other person or entity in a territory or jurisdiction where
such a transfer is considered prohibited or unlawful, whether with or without
consideration. All such transfers and attempted transfers are strictly
are transferable subject to these Terms.
may transfer to another wallet or address any PTNX which you lawfully hold.
Such transfer will be deemed effective, and a transfer of any PTNX will only be
effective, as at the time and date of the relevant transaction being included
in a block on the Ethereum blockchain which has received such number of confirmations
as the network considers necessary for that transaction to be considered
you transfer PTNX to a wallet or address owned by another person, then that
person and the owner of each other wallet or address to which that PTNX is further
transferred are each deemed to be bound by these Terms as Contributors for the
period of time they hold such PTNX tokens.
transferring any PTNX you assign all your rights, title and interest under
these Terms to the owner of the wallet or address to which you transfer that PTNX.
owner of the wallet in which any PTNX is held will (except as otherwise
required by law or as ordered by a court of competent jurisdiction) be treated
as the absolute owner of that PTNX for all purposes (regardless of any notice
of any trust or any other interest, or the theft or loss of any private key)
and neither the Company nor any other person will be liable for so treating
that person as absolute owner.
Company agrees that, if any rule of law (including any legislation, rule of
common law, rule of equity or customary law) requires written notice to effect
the transfer of any PTNX, such notice is deemed given as an electronic record
by inclusion of the relevant transaction on a block on the Ethereum blockchain
in accordance with clause 11.4 above.
any other provision in this clause 11 you hereby agree not to transfer any PTNX
tokens which may be considered unlawful for any reason.
any of the above, there is no guarantee or assurance of the availability of any
market for transfer of PTNX or any such market’s liquidity.
refusals, suspension and termination of contributions
conclusion of the Token Sale, the Company may, at its discretion, procure that
some or all contributions are returned to contributors, subject to clause 12.2.
accept any contribution that may, at the Company’s discretion, be returned will
be less such gas (being an amount of ETH which is expended in the transfer of
ETH as a transaction cost for using the Ethereum network), transaction fees,
costs, charges or other expenses the Company has incurred or reasonably expects
to incur (whether or not directly attributable to your contribution or such
return). For the avoidance of doubt, no interest will accrue on the value of
any contribution, including any contribution which is in fact returned. You
acknowledge and agree that you are unlikely to receive an amount equivalent to
your contribution by way of a refund and that such refunded amount may be
significantly lower than the amount contributed by you and it could be nil.
Company reserves the right to refuse or reject any contributions made at any
time in our sole and absolute discretion. To the extent that we refuse or
reject a contribution, we will exercise reasonable endeavours to procure that
the contribution is returned to the Contributor to the Ethereum wallet, from
which the contribution was made (as the case may b(e), subject to clause 12.2.
However, we do not warrant, represent or offer any assurances that we will
successfully be able to recover and/or return any such contributions.
to clauses 12.1, 12.2 and 12.3 and except to the extent required by applicable
law, all contributions received by the Company under these Terms are final and
Contributors will not be entitled to claim any refund or reimbursement of
contributions from the Company.
any time prior to satisfaction of the Completion Conditions, the Company may
either temporarily suspend or permanently end the Token Sale in whole or part,
and with respect to all or certain persons, at any time if:
any change occurs to the Ethereum network, which in the Company’s opinion
is likely to materially prejudice the success of the Token Sale or the
development of the Platin Protocol in any respect;
any change occurs to any local, national or international regulatory, financial,
political or economic conditions, which in the Company’s opinion is likely to
materially prejudice the success of the Token Sale or the Platin Protocol in
with or without reasons, the Company elects to cease the development of
the Platin Protocol;
the Token Sale or the Company is required by any applicable law or
regulation to be licensed or approved or fundamentally restructured;
the Company is notified by any government, quasi-government, authority or
public body (including any regulatory body of any jurisdiction) in any
jurisdiction that the Token Sale or the Platin Protocol is under investigation,
or prohibited, banned or must cease, or the Company is otherwise required by
law to end the Token Sale;
the Token Sale discontinues due to any force majeure event and the Company
cannot reasonably expect the Token Sale to be resumed within 90 days;
the Company considers there are security reasons for doing so; or
with or without reasons, the Company elects to terminate the Token Sale.
suspension or end of the Token Sale will be deemed to commence from the moment
that the Company publishes a notice to that effect on the Platin Website.
any period of suspension or in the event that the Token Sale is ended, the
Smart Contract System may no longer be able to receive and accept
contributions, create PTNX and/or issue PTNX to Contributors. Contributors who
send us contributions (after we publish a notice that the Token Sale has been
suspended or aborted in accordance with clause 12.6) risk losing their entire
contribution and we will not be responsible or liable for recovering or
returning any such contributions to the Contributor nor will we be responsible
or liable for any losses incurred by such contributors in this respect.
Contributors are therefore strongly advised to check the Platin Website before
sending a contribution to the Smart Contract System.
of PTNX carries no rights, whether express or implied, other than a limited
potential future right or expectation to use and interact with the Platin
Protocol as may be made available from time to time, (as further described in
the Platin Whitepaper), if and to the extent the Platin Protocol is developed
and deployed. Any potential future right or expectation relating to the
provision and receipt of services on the Platin Protocol will be subject to any
restrictions and limitations set out in these Terms and/or in the Platin Terms of
Use (as applicable).
acknowledge and accept that PTNX does not represent or constitute:
ownership right or stake, share, equity, security, collective investment
scheme, managed fund, financial derivative, futures contract, deposit,
commercial paper, negotiable instrument, investment contract, note, commodity,
bond, warrant, certificate debt or hybrid instrument or any other financial
instrument or investment entitling the holder to interest, dividends or any
kind or return or carrying equivalent rights (including in respect of the
Company or the Platin Protocol);
any right to receive future revenues, shares or any other form of
participation or governance right from, in or relating to the Company and/or
the Platin Protocol;
any form of currency, money, deposit or legal tender, whether fiat or
otherwise, in any jurisdiction, nor do they constitute any substitute or
representation of currency, money, deposit or legal tender (including
electronic money); or
right, title, interest or benefit whatsoever in whole or in part, in the Platin
Protocol, the Company or any assets related to either of them, except that PTNX
may in future be used in connection with transactions on the Platin Protocol
if and when it is developed and deployed, subject to these Terms and the
offered by applicable law in relation to the acquisition, storage, sale and/or
transfer of the instruments and/or investments of the types referred to in the
sub-clauses of clause 13.2 do not apply to any contribution made under these Terms
for the acquisition of PTNX or to your storage, sale and/or transfer of PTNX.
Company makes no warranties or representations and offers no assurances (in
each case whether express or implied) that PTNX will confer any actual and/or
exercisable rights of use, functionality, features, purpose or attributes in
connection with the Platin Protocol.
acknowledge and agree that:
as the Platin Protocol has not yet been developed (in full) as at the
commencement of the Public Sale Period, the intended services, features or attributes
of the Platin Protocol may change significantly or fundamentally between the
commencement of the Public Sale Period and the time (if any) at which PTNX may
be used in connection with the Platin Protocol;
you have no expectation of obtaining any governance rights over the Platin or
of influencing the development of the Platin Protocol except as otherwise
agreed in writing by the Company;
the number of PTNX required for any particular transaction in respect of
the Platin Protocol will be determined by the Company; and
there is no guarantee or assurance that development of any aspect of the Platin
Protocol will be completed, that the Platin Protocol will ever be released, or
of the quality, nature or standard of the services, features and/or attributes
(if any) that will be made available through the Platin Protocol.
are in the process of undertaking a legal and regulatory analysis of the
utility of PTNX. Following the conclusion of this analysis, we may decide to
amend the intended utility of PTNX in order to ensure compliance with any legal
or regulatory requirements to which we are subject. We will publish a notice on
the Platin Website of any changes that we decide to make to the utility of PTNX
and it is your responsibility to regularly check the Platin Website for any
such notices. On the conclusion of this analysis, we will decide whether or not
to change the utility of PTNX. You acknowledge and agree that that we may, at
our sole discretion, amend the intended utility of PTNX and that you shall have
no recourse against us for making any such amendments.
representations and warranties
participating in the Token Sale and sending a contribution to the Company, you
hereby represent and warrant the matters set out in Schedule 1 of these Terms.
undertake and agree to notify the Company immediately if any of the
representations and warranties set out in Schedule 1 of these Terms becomes
untrue, incomplete, invalid or misleading in any respect.
you cannot make all of the representations and warranties set out in Schedule 1
of these Terms, you must not seek to purchase or hold PTNX or make a
contribution. Any PTNX distributed to you or held by you in violation of this
clause 14 are deemed void and will not be recognised by nor binding on the
Company reserves the rights to deny and invalidate contributions made by,
and/or withhold the distribution of PTNX from, any Contributor who has made a
false, incomplete or misleading representation, in the opinion of the Company
or which may, in the Company’s view, otherwise breach applicable law.
acknowledge and agree that sending a contribution to the Company, the creation
and issue of PTNX and the development and deployment of the Platin
Protocol carries significant financial, regulatory and reputational risks,
including but not limited to those set out in Schedule 2 of these Terms and in
the Platin Whitepaper.
BY MAKING A
CONTRIBUTION TO THE COMPANY AND ACCEPTING THESE TERMS, YOU EXPRESSLY AND
FINALLY ACKNOWLEDGE, ACCEPT AND ASSUME THE RISKS SET OUT IN SCHEDULE 2 OF THESE
TERMS AND IN THE PLATIN WHITEPAPER ARE NOT NOR ARE THEY INTENDED TO BE A
COMPREHENSIVE OR EXHAUSTIVE LIST OF RISK FACTORS.
of the Smart Contract System
Company will exercise reasonable endeavours to have the Smart Contract System
audited and approved by technical experts with regard to both accuracy and
security of the underlying code.
clause 16.1, smart contract technology is still in an early stage of
development and its application is currently of an experimental nature, which
carries significant operational, technological, financial, regulatory and
reputational risks. Accordingly, while any audit conducted may raise the level
of security and accuracy of the Smart Contract System, you acknowledge,
understand and accept that the audit does not amount to any form of warranty,
representation or assurance (in each case whether express or implied) that the
Smart Contract System and PTNX are fit for a particular purpose or that they
are free from any defects, weaknesses, vulnerabilities, viruses or bugs which
could cause, inter alia, the complete loss of ETH contributions and/or PTNX.
are responsible for implementing all reasonable and appropriate measures for
securing the wallet, vault or other storage mechanism you use to send a
contribution to the Company and to receive and store PTNX that are issued to
you by the Smart Contract System, including any requisite private key(s) or
other credentials necessary to access such storage mechanism(s). If your
private key(s) or other access credentials are lost, you may lose access to
your PTNX. You hereby agree and acknowledge that sending ETH from a custodial
wallet, exchange or any other wallet address for which you do not personally
have access to that wallet address’ private key, will result in the loss of
your PTNX tokens. The Company is not responsible for any security
measures relating to your receipt, possession, storage, transfer or potential
future use of PTNX nor will we be under any obligation to recover or return any
Company excludes (to the fullest extent permitted under applicable law) any and
all liability for any security breaches or other acts or omissions which result
in your loss of (including your loss of access to) PTNX issued to you.
this clause 18, the “Company’s IP Rights” means in relation to the
Company, the PTNX token, the Token Sale, the Platin Protocol, the Platin code
repositories (e.g., on GitHub) the Platin Website, among others, including all:
(i) patents, inventions, designs, copyright and related rights, database
rights, knowhow and confidential information, trademarks and related goodwill,
trade names (whether registered or unregistered), and rights to apply for
registration; (ii) all other rights of a similar nature or having an equivalent
effect anywhere in the world which currently exist or are recognised in the
future; and (iii) all applications, extensions and renewals in relation to any
as expressly set out in these Terms, you are not entitled, for any purpose, to
any of the Company’s IP Rights. We at all times retain ownership, including all
rights, title and interests in and to the Company’s IP Rights and you understand
and accept that by making a contribution for the purchase of PTNX pursuant to
these Terms you will not:
acquire or otherwise be entitled to any Company’s IP Rights;
make a claim in respect of any Company’s IP Rights or any other equivalent
use, attempt to use, copy, imitate or modify (whether in whole or in part)
any Company’s IP Rights, except with our prior written consent.
the fullest extent permitted by applicable law, you will indemnify, defend and
hold harmless the Company and our respective past, present and future
employees, officers, directors, contractors, consultants, equity holders,
suppliers, vendors, service providers, parent companies, subsidiaries,
associates, affiliates, agents, representatives, predecessors, successors and
assigns (the “Company Indemnified Parties”) from and against any and all
claims, demands, actions, damages, losses, costs and expenses (including
reasonable professional and legal fees) that arise from or relate to:
your acquisition or use of PTNX under these Terms;
the performance or non-performance of your responsibilities,
representations, warranties or obligations under these Terms;
your breach of any of the terms and conditions set out in these Terms; or
your breach of any rights of any other person or entity.
Company reserves the right to exercise sole control over the defence, at your
sole cost and expense, of any claim subject to an indemnity set out in clause 19.1.
indemnity set out in this clause 19 is in addition to, and not in lieu of, any
other remedies that may be available to the Company under any applicable law.
the fullest extent permitted by applicable law and except as otherwise
specified in writing by us:
PTNX are sold on an “as is” and “as available” basis, without any
warranties or representations of any kind, and we expressly disclaim all
warranties and representations relating to PTNX (whether express or implied),
including, without limitation, any implied warranties of merchantability,
fitness for a particular purpose, title and non-infringement;
we do not represent or warrant that PTNX are reliable, current or
defect-free, meet your requirements, or that any defects will be corrected; and
we cannot and do not represent or warrant that PTNX or the distribution
mechanism for PTNX are free of viruses or other harmful components.
these Terms nor the Platin Documentation constitute a prospectus or offering
document, and are not an offer to sell, nor the solicitation of an offer to buy
any investment or financial instrument in any jurisdiction. PTNX should not be
acquired for speculative or investment purposes or with the expectation of
making a profit on immediate or future re-sale.
regulatory authority has examined or approved any of the information set out in
these Terms and/or the Platin Documentation. No such action has been or will be
taken under the laws, regulatory requirements or rules of any jurisdiction. The
publication, distribution or dissemination of these Terms and/or the Platin Documentation
does not imply that applicable laws, regulatory requirements or rules have been
the fullest extent permitted by applicable law, in no circumstances will:
the Company or any of the Company Indemnified Parties be liable for any
direct, indirect, special, incidental or consequential loss of any kind
(including, but not limited to, loss of revenue, income, business or profits,
loss of contract or depletion of goodwill, loss of anticipated savings, loss of
use or data, or damages for business interruption or any like loss) arising out
of or in any way related to the acquisition, storage, transfer or use of PTNX or
otherwise related to these Terms, regardless of the cause of action, whether
based in contract, tort (including negligence), breach of statutory duty,
restitution or any other legal or equitable basis (even if the Company or any
of the Company Indemnified Parties have been advised of the possibility of such
losses and regardless of whether such losses were foreseeable); and
the aggregate liability of the Company and the Company Indemnified Parties
(jointly), whether in contract, tort (including negligence), breach of
statutory duty, restitution or any other legal or equitable basis, arising out
of or relating to these Terms or the use of or inability to use PTNX, exceed
the amount of your contribution.
limitations and exclusions of liability set out in clause 21.1 do not limit or
exclude liability for the gross negligence, fraud or intentional, wilful or
reckless misconduct of any Company Indemnified Party, nor will it limit or
exclude any losses for which, as a matter of applicable law, it would be
unlawful to limit or exclude liability.
Company may assign, transfer, novate or otherwise deal in any manner, all or
any part of the benefit of these Terms and any of its rights, remedies, powers,
duties and obligations under these Terms to any person, without your consent
and in any way the Company considers appropriate.
agree that you may not claim against any assignee, transferee or any other
person who has an interest in these Terms, any right of set off or other rights
that you have against the Company.
any other provision of these Terms, the Company may at any time and for any
reason immediately terminate these Terms as between you and it without prior
notice or need to specify reasons, including if:
you have breached any provision of these Terms or acted in a manner which
clearly shows that you do not intend to or are unable to comply with any
provision in these Terms;
the Company reasonably considers it is required to do so by the application
of any laws or regulations or by any government, quasi-government, authority or
public body (including any regulatory body of any jurisdiction); or
the Company determines that performing its obligations under these Terms
is no longer commercially viable.
to these Terms, nothing in this clause 23 affects your rights to any PTNX of
which you are the absolute owner of.
following clauses survive termination of these Terms and remain binding and
effective at all times:
clause 12 (Refunds, refusals, suspension and termination of contributions);
clause 13 (Token utility);
clause 14 (Contributor’s representations and warranties);
clause 18 (Intellectual property)
clause 19 (Indemnity);
clause 21 (Limitation of liability);
clause 25 (Waiver of set-off);
27 (Personal Data); and
28 (Dispute resolution by arbitration).
acknowledge and agree unconditionally and irrevocably to waive any right of
set-off, netting, counterclaim, abatement or other similar remedy which you
might otherwise have in respect of PTNX or under these Terms under the laws of
are solely responsible for determining whether your contribution to the Company
for the purposes described hereunder, the transfer of ETH, the creation,
ownership, use, sale, transfer or liquidation of PTNX, the potential
appreciation or depreciation in the value of PTNX over time (if any), the
allocation of PTNX and/or any other action or transaction contemplated by these
Terms or related to the Platin Protocol will give rise to any tax implications
on your part.
are solely responsible for withholding, collecting, reporting, paying, settling
and/or remitting any and all taxes to the appropriate tax authorities in such
jurisdiction(s) in which you may be liable to pay tax. The Company is not
responsible for withholding, collecting, reporting, paying, settling and/or
remitting any taxes (including, but not limited to, any income, capital gains,
sales, value added or similar tax) which may arise from your contribution and
acquisition of PTNX under or in connection with these Terms.
agree not to hold the Company or any of the Company Indemnified Parties liable
for any tax liability associated with or arising from the creation, ownership,
use or liquidation of PTNX or any other action or transaction related to the Platin
Protocol or the Token Sale.
we make an information request in accordance with clause 8, we may require you
to provide information and documents relating to (without limitation):
the source of your wealth;
the source of funds used for the purposes of purchasing PTNX; and
any other documents or data from which you can be identified;
your “Personal Data”).
will not disclose your Personal Data except as expressly permitted under these
Terms and otherwise only with your prior consent. However, we may be required
to disclose your Personal Data and/or certain other information about you to
the extent required by applicable law or by an order of a court or competent
governmental or regulatory authority. By accepting these Terms, you expressly
agree and consent to your Personal Data being disclosed to third parties to any
extent required for the purposes of compliance with applicable law.
will process your Personal Data in accordance with the General Data Protection
Regulation (Regulation (EU) 2016/679) (“GDPR”), and you agree that we,
as the data controller, may directly or through our service providers or agents
process your Personal Data for any one or more of the following purposes:
the purchase of PTNX and the processing of transactions related to the
Token Sale pursuant to these Terms;
providing you with information about us and our range of services;
compliance with any requirement imposed by applicable law or by an order
of a court or competent governmental or regulatory authority;
management of enquiries and complaints;
opening, maintaining or operating a bank account in the Company’s name;
subject to clause 28, resolving any Disputes with you;
producing summary information for statistical, regulatory and audit
any other reasonable purposes in accordance with applicable law.
the GDPR you have a right to access your Personal Data held by us, and it is
your responsibility to inform us of any changes to your Personal Data to ensure
such data remains accurate. You also have a right to object to your Personal
Data being processed for the purposes of direct marketing. You agree to provide
a written request to us should you wish to enforce these rights.
agree that we may, for the purposes set out in clause 27.3, permit the transfer
of your Personal Data to any jurisdiction, whether or not inside the European
Economic Area, and that by accepting these Terms you authorise and expressly
consent to the processing of your Personal Data by us, our agents and/or our
service providers, provided that where your Personal Data is processed by
entities other than us, our agents or our service providers, we shall seek your
prior written consent in respect of such processing.
acknowledge, accept and understand that these Terms, insofar as they relate to
the controlling and processing of your Personal Data by the Company, our agents
and/or service providers, are only relevant to the processing of your Personal
Data for the purposes set out in 25.3, In order to access the Platin Protocol and
provide or receive services therein or otherwise use and interact with the Platin
also set out the terms and conditions under which your Personal Data is
collected, stored and processed (as well as your individual rights under
applicable data protection laws) in connection with your use of the Platin
resolution by arbitration
PLEASE READ THE FOLLOWING CLAUSE CAREFULLY BECAUSE IT
CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS
ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS CLAUSE REQUIRES YOU TO
ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN
WHICH YOU CAN SEEK RELIEF FROM US.
Arbitration. Except for any disputes, claims, suits, actions, causes
of action, demands or proceedings (collectively, “Dispute(s)”) in which
either Party seeks injunctive or other equitable relief for the alleged
unlawful use of intellectual property, including, without limitation,
copyrights, trademarks, trade names, logos, trade secrets or patents, you and
the Company (i) waive your and the Company’s respective rights to have any and
all Disputes arising from or related to these Terms resolved in a court, and
(ii) waive your and the Company’s respective rights to a jury trial. Instead,
you and the Company agree to arbitrate Disputes through binding arbitration
(which is the referral of a Dispute to one or more persons charged with
reviewing the Dispute and making a final and binding determination to resolve
it instead of having the Dispute decided by a judge or jury in court).
Class Arbitrations, Class Actions or Representative Actions. Any
Dispute arising out of or related to these Terms is personal to you and the
Company and will be resolved solely through individual arbitration and will not
be brought as a class arbitration, class action or any other type of
representative proceeding. There will be no class arbitration or arbitration in
which an individual attempts to resolve a Dispute as a representative of
another individual or group of individuals. Further, a Dispute cannot be
brought as a class or other type of representative action, whether within or
outside of arbitration, or on behalf of any other individual or group of
The enforceability of this clause 28 will be both substantively and
procedurally governed by and construed and enforced in accordance with the
International Chamber of Commerce Rules of Arbitration, to the maximum extent
permitted by applicable law.
Informal Dispute Resolution. Each Party will notify the other Party in
writing of any Dispute within thirty (30) days of the date it arises, so that
the Parties can attempt in good faith to resolve the Dispute informally. Notice
to the Company must be sent by e-mail to the Company at firstname.lastname@example.org.
you will be sent to any address you provide to us in writing in a notice. Your
notice must include (i) your name, postal address, email address and telephone
number, (ii) a description in reasonable detail of the nature or basis of the
Dispute, and (iii) the specific relief that you are seeking. If you and the
Company cannot agree how to resolve the Dispute within thirty (30) days after
the date that the notice is received by the applicable Party, then either you
or the Company may, as appropriate and in accordance with this clause 28,
commence an arbitration proceeding or, to the extent specifically provided for
in this clause 28, file a claim in court.
arbitration will occur in Gibraltar. The arbitration will be conducted
confidentially by a single arbitrator appointed by the Gibraltar Chamber of
Commerce in accordance with the rules of the International Chamber of Commerce
Rules of Arbitration, which are hereby incorporated by reference. The courts
located in Gibraltar will have exclusive jurisdiction over any appeals and the
enforcement of an arbitration decision.
of Arbitrator. These Terms, the applicable International Chamber of
Commerce Rules of Arbitration and the arbitrator will have (i) the exclusive
authority and jurisdiction to make all procedural and substantive decisions
regarding a Dispute, including the determination of whether a Dispute is
arbitrable, and (ii) the authority to grant any remedy that would otherwise be
available in court, provided, however, that the arbitrator does not have the
authority to conduct a class arbitration or a representative or class action,
which is prohibited by these Terms. The arbitrator may only conduct an
individual arbitration and may not consolidate more than one individual’s
claims, preside over any type of class or representative proceeding or preside
over any proceeding involving more than one individual.
The International Chamber of Commerce Rules of Arbitration and additional
information about International Chamber of Commerce are available at https://iccwbo.org/dispute-resolution-services/arbitration/rules-of-arbitration. By
agreeing to be bound by these Terms, you either (i) acknowledge and agree that
you have read and understand the International Chamber of Commerce Rules of
Arbitration, or (ii) waive your opportunity to read the International Chamber
of Commerce Rules of Arbitration and any claim that the International Chamber
of Commerce Rules of Arbitration are unfair or should not apply for any reason.
of Dispute Resolution and Arbitration Provisions. If any term, clause
or provision of this clause 28 is held invalid or unenforceable, it will be so
held to the minimum extent applicable and required by law, and all other terms,
clauses and provisions of this clause 28 will remain valid and enforceable.
Further, the waivers set out in clause 28.2 above are severable from the other
provisions of these Terms and will remain valid and enforceable, except as
prohibited by applicable law.
Contributor understands and accepts that the network of miners will ultimately
be in control of the Smart Contract System and that a majority of these miners
could agree at any point to make changes to the official Smart Contract System
and to run a new version of the Smart Contract System. Such a scenario could
lead to PTNX losing intrinsic value.
may amend these Terms from time to time, including where there are changes to
the intended utility of PTNX, where adjustments are required to give effect to
the intended operation of the PTNX and/or the Platin Protocol, to make any
essential corrections, or as may be otherwise required by any laws or
regulatory requirements to which we are subject. If we make any amendments to
these Terms, we will publish a notice together with the updated Terms on the Platin
Website and we will change the “Version” number at the top of these Terms. Any
amended Terms becomes effective immediately upon the publication of notice and
updated Terms on the Platin Website. It is your responsibility to regularly
check the Platin Website for any such notices and updated Terms.
any term, clause or provision of these Terms is found to be illegal, void or
unenforceable (in whole or in part), then such term, clause or provision will
be severable from these Terms without affecting the validity or enforceability
of any remaining part of that term, clause or provision, or any other term,
clause or provision of these Terms, which remains in full force and effect.
Terms constitute the entire agreement between the Parties in relation to its
subject matter. These Terms replace and extinguish any and all prior
agreements, draft agreements, arrangements, warranties, statements, assurances,
representations and undertakings of any nature made by, or on behalf of the
Parties, whether oral or written, public or private, in relation to that
acknowledge that by accepting these Terms, you have not relied on any oral or
written statements, warranties, assurances, representations or undertakings
which were or may have been made by or on behalf of the Company in relation to
the subject matter of these Terms at any time before your acceptance of them (“Pre-Contractual
Statements”), other than those set out in these Terms. You hereby waive any
and all rights and remedies which might otherwise be available in relation to
such Pre-Contractual Statements.
in these Terms creates any form of partnership, joint venture or any other
similar relationship between you and the Company and/or other individuals or
entities involved with the development and deployment of the Smart Contract
System and/or the Company Indemnified Parties and/or the Platin Protocol.
acknowledge and agree that no other Contributor owes you any obligation under
these Terms including any rights of contribution.
to clause 28, these Terms and any dispute or claim arising out of or in
connection with their subject matter or formation (including non-contractual
disputes and claims) will be governed by and construed in accordance with
to clause 28, the Parties irrevocably agree that the Gibraltar courts have
exclusive jurisdiction to settle any dispute or claim that arises out of or in
connection with these Terms or their subject matter or formation (including
non-contractual disputes and claims).
indemnity, reimbursement or similar obligation in these Terms given in favour
of the Company:
is a continuing obligation despite the satisfaction of any payment or other
obligation in connection with this document, any settlement or any other thing;
is independent of any other obligations under these Terms and continues
after termination of them. It is not necessary for the Company to incur any
expense or make payment before enforcing a right of indemnity in connection
with the subject of these Terms.
limiting any other disclaimer in these Terms or elsewhere, the Company is not
liable for any loss, liability, costs or expenses arising in connection with
the exercise or attempted exercise of, failure to exercise, or delay in
exercising, a right, power or remedy in connection with these Terms.
29.12 To the
fullest extent permitted by law, you irrevocably and unconditionally waive,
with respect to yourself and any of your revenues and assets (irrespective of
their use or intended us(e), all immunity on the grounds of sovereignty or
other similar grounds from:
jurisdiction of any court;
relief by way of injunction or order for specific performance or recovery
attachment of assets (whether before or after judgment); and
execution or enforcement of any judgment to which you or your revenues or
assets might otherwise be entitled in any proceedings in the courts of any
jurisdiction (and you irrevocably agree, to the fullest extent permitted by
applicable law, that you will not claim any immunity in any such proceedings).
Force Majeure. The
Parties shall not be liable for any failure or delay in performing any of their
respective obligations under or pursuant to this Agreement, and any such
failure or delay in performing its obligations will not constitute a breach of
this Agreement, if such failure or delay is due to an ‘Act of God’, any change
to the law, order or regulation of a governmental, supranational or regulatory
body or any act of war or terrorism and it shall be entitled to a reasonable
extension of the time for performance of such obligations as a result of such a
CONTRIBUTOR’S REPRESENTATIONS AND WARRANTIES
By making a
contribution and accepting these Terms, you hereby represent and warrant that:
have read and understood these Terms (including all the Schedules hereto).
have the necessary authority and consent to accept these Terms, to enter into a
binding agreement with the Company and to perform the obligations set out
are not a statutory corporation, governmental or semi-governmental authority.
acceptance of these Terms and the entry into a binding agreement with the
Company will not result in any breach of, be in conflict with, or constitute a
material default under: (i) any provision of the Contributor’s constitutional or
organisational documents (in the case of a corporate entity including, without
limitation, any company or partnership); (ii) any provision of any judgment,
decree or order imposed on the Contributor by any court or governmental or
regulatory authority; and/or (iii) any material agreement, obligation, duty or
commitment to which the Contributor is a party or by which the Contributor is
have sufficient understanding of the functionality, usage, storage,
transmission mechanisms and intricacies associated with cryptographic tokens
(like ETH and/or BTC), token storage facilities (including digital token
wallets), blockchain technology and blockchain-based software systems.
have obtained sufficient information about the potential future utility of PTNX
to make an informed decision to participate in the Token Sale pursuant to these
understand that PTNX confer only a limited potential future right or
expectation to use and interact with the Platin Protocol as more particularly
described in the Platin Whitepaper, and that PTNX confers no other rights of
any kind with respect to the Company and/or the Platin Protocol, including, but
not limited to, any voting, distribution, redemption, liquidation, proprietary
(including all forms of intellectual property rights), or other financial or
you are an individual, you are at least 18 years of age, you have sufficient
legal capacity to accept these Terms and to enter into a binding agreement with
the Company on the terms set out herein.
you are making a contribution for the purchase of PTNX as a corporate entity,
such entity is duly incorporated, registered and validly existing under the
applicable laws of the jurisdiction in which the entity is established.
10. If you are
making a contribution for the purchase of PTNX for or on behalf of an entity or
person, you are authorised to accept these Terms and enter into a binding
agreement with the Company on such entity’s or person’s behalf (and in such
circumstances, references in these Terms to “Contributor”, “you” or “your” is a
reference to the entity or person on whose behalf you are authorised to make a
11. You are
making a contribution for the purchase of PTNX to support the development,
testing, deployment and operation of the Platin Protocol and to potentially use
and interact with the Platin Protocol at a future point in time. You are
not making a contribution under these Terms for any other uses or purposes,
including, but not limited to, any investment, speculative or other financial
contribution to be made by you for the purchase of PTNX is not derived from or
related to any unlawful activities, including but not limited to money
laundering or terrorist financing activities.
13. You will not
use PTNX to finance, engage in, or otherwise support any unlawful activities.
contribution will be transferred to the Company from an Ethereum wallet that:
(i) is registered in your name or in the name of a person who is duly
authorised by you to send a contribution to the Company; and (ii) is not
located in or that is not registered in the name of a person located in or
resident of the United States of America, the People’s
Republic of China (excluding the Special Administrative Regions of Hong Kong
and Macau, and the island of Taiwan), Japan, the Republic of Korea or any
country or territory that has been designated by the Financial Action Task
Force as a “non-cooperative country or territory” (each a “Prohibited Jurisdiction”).
15. Making a
contribution and receiving PTNX under these Terms is not unlawful or prohibited
under the laws of your jurisdiction or under the laws of any other jurisdiction
to which you may be subject and any contribution will be made in full
compliance with applicable laws (including, but not limited to, in compliance
with any tax obligations to which you may be subject in any relevant
16. You are not
a citizen of or resident or domiciled in a Prohibited Jurisdiction or making a contribution
for the purchase of PTNX from a location in a Prohibited Jurisdiction, nor are
you an entity (including, but not limited to, any company or partnership)
incorporated, established or registered in or under the laws of a Prohibited
Jurisdiction, nor are you making a contribution for the purchase of PTNX for or
on behalf of any such person or entity.
17. You are not
a resident or tax resident of, and do not otherwise have any relevant
connection with, any jurisdiction in which entry into or performing your
obligations under these Terms or the distribution, holding, use or exchange of PTNX
is unlawful or restricted in any way or requires licensing, registration or
approval of any kind.
18. You are not
a resident or tax resident of, and do not otherwise have any relevant
connection with, any jurisdiction in which the Company has notified on the Platin
Protocol as being subject to prohibitions or restrictions on the holding
19. You will
observe all applicable laws and regulations in such manner that will, to the
best of your knowledge and belief, result in compliance by you and the Company
in any jurisdiction in which you directly or indirectly:
purchase, hold, use, offer, sell, transfer, deliver, re-sell, re-offer or
enter into or perform your obligations under these Terms; or
distribute these Terms or any advertisement or similar material.
20. You are not
the subject of any sanctions administered or enforced by any country,
government or international authority nor are you resident or established (in
the case of a corporate entity) in a country or territory that is the subject
of a country-wide or territory-wide sanction imposed by any country or
government or international authority.
21. You will
comply with any applicable tax obligations in your jurisdiction arising from
your acquisition, storage, sale or transfer of PTNX.
22. You will
provide us with details of an Ethereum wallet that supports the ERC20 token
standard (that is, technically supports the receipt, storage, holding and
transfer of tokens such as PTNX).
23. You enter
into these Terms voluntarily and based on your own independent judgment and on
advice from independent advisors as you have considered necessary.
24. You understand
and accept the risks of participating in token sales with regards to early
stage blockchain start-up businesses and acknowledge that these risks are
substantial. You further warrant and represent that your contribution does not
represent a meaningful or substantial proportion of your wealth or net worth,
and that you are willing to accept the risk of loss associated with the
contribution made under these Terms.
THE FOLLOWING ARE NOT
NOR ARE THEY INTENDED TO BE A COMPREHENSIVE OR EXHAUSTIVE LIST OF RISK FACTORS
of software weaknesses: As PTNX, the Smart Contract System and the Platin
Protocol are based on the Ethereum protocol, any malfunction, breakdown
or abandonment of the Ethereum protocol may have a material adverse effect on PTNX,
the Smart Contract System and/or the Platin Protocol. Moreover, advances in
cryptography, or technical advances such as the development of quantum
computing, could present risks to the PTNX (including the utility of PTNX for
obtaining services), the Smart Contract System and/or the Platin Protocol, by
rendering ineffective the cryptographic consensus mechanism that underpins the
Ethereum protocol. The Smart Contract System concept, the underlying software
application and software platform (i.e. the Ethereum blockchain) is still in an
early development stage and unproven. There is no warranty or assurance that
the process for creating PTNX will be uninterrupted or error-free and why there
is an inherent risk that the software could contain defects, weaknesses,
vulnerabilities, viruses or bugs causing, inter alia, the complete loss
of contributions and/or PTNX.
Blockchain technology allows new forms of interaction and it is possible that
certain jurisdictions will apply existing regulations on, or introduce new
regulations addressing, blockchain technology-based applications, which may be
contrary to the current setup of the Smart Contract System and which may, inter
alia, result in substantial modifications to the Smart Contract System
and/or the Platin Protocol, including its termination and the loss of PTNX for
the Contributor. Additionally, regulation of proposed activities of the Platin
Protocol is presently uncertain. It is not known what regulatory
framework the proposed Platin and associated activities will be subject
to, the nature and obligations that will be imposed on the Company in order to
comply with any such regulatory framework or when/if the Company will even be
able to apply to be regulated, or successfully obtain the required licences so
that it may lawfully carry out its proposed business activities.
associated with uncertain regulations and enforcement actions: The
regulatory status of PTNX and distributed ledger technology is unclear or
unsettled in many jurisdictions. It is difficult to predict how or whether
regulatory authorities may apply existing regulation with respect to such
technology and its applications, including specifically (but without limitation
to) the Platin Protocol and PTNX. It is likewise difficult to predict
how or whether any legislative or regulatory authorities may implement changes
to law and regulation affecting distributed ledger technology and its
applications, including specifically (but without limitation to) the Platin
Protocol, PTNX. Regulatory actions could negatively impact the Platin Protocol,
PTNX in various ways, including, for purposes of illustration only, through a
determination that PTNX are a regulated financial instrument that requires
registration or licensing. The Company may cease operations in a jurisdiction
in the event that regulatory actions, or changes to law or regulation, make it
illegal to operate in such jurisdiction, or commercially undesirable to obtain
the necessary regulatory approval(s) to operate in such jurisdiction.
of abandonment / lack of success / business failure: The creation and
issue of PTNX and the development of the Platin Protocol may be abandoned, may
suffer from lack of success and may suffer business failure for a number of
reasons including but not limited to, lack of interest from the public, lack of
funding, lack of commercial success or prospects (e.g. caused by competing
projects). There is no assurance that, even if any such Platin is
partially or fully developed and launched, you will receive any benefits
through PTNX that you hold.
associated with other applications: The Platin Protocol may give rise to
other, alternative projects, promoted by unaffiliated third parties, under
which PTNX will have no intrinsic value. This means that competitors may
produce platforms that compete with the Platin Protocol and may not accept PTNX
as payment for services within such platforms; further, such platforms may
become more popular and have greater success than the Platin. In addition, the
utility of PTNX depends on the success of the Platin Protocol, if developed.
The Platin Protocol may not be popular or widely used after it is launched. In
the long term, the Platin Protocol may fail to attract a critical mass of
users. The Platin Protocol may be merged with other projects. Various
circumstances, including technical advancement and competitors, may render the Platin
associated with markets for PTNX: The Company may choose not to enable or
otherwise facilitate any secondary speculative trading or any such external
valuation of PTNX. This may restrict the contemplated avenues for using PTNX to
the token utility described in the Platin Whitepaper and could therefore create
illiquidity risk with respect to any PTNX you own. Even if secondary trading of
PTNX is facilitated by third-party exchanges, such exchanges may be relatively
new and subject to little or no regulatory oversight, making them more
susceptible to fraud or manipulation. Furthermore, to the extent that any third
party ascribes an external exchange value to PTNX (e.g. as denominated in a
crypto or fiat currency), such value may be extremely volatile and diminish to
zero. If you are purchasing the PTNX as a form of investment on a speculative
basis or otherwise, or for a financial purpose, with the expectation or desire
that their inherent, intrinsic or cash-equivalent value may increase with time,
you assume all risks associated with such speculation or actions, and any
errors associated therewith, and accept that PTNX are not offered by the
Company or its affiliates on an investment basis. You further acknowledge that
any contribution that you make under these Terms (or you consider to be
invested in the Company) will not be protected, guaranteed or reimbursed by any
governmental, regulatory or other entity, and will not, for instance be
guaranteed by the Gibraltar Deposit Guarantee Scheme, the Gibraltar Investor
Compensation Scheme, and is unlikely to be protected by any equivalent scheme
in a jurisdiction outside of Gibraltar.
of losing access to tokens due to loss of private key(s), use or reliance on
custodial or exchange services, or your error: PTNX can only be
accessed by using an Ethereum wallet with a combination of the Contributor’s
account information (address), private key and password. The private key is encrypted
with a password. You acknowledge, understand and accept that if your private
key or password gets lost or stolen, the obtained PTNX associated with your
Ethereum wallet address may be unrecoverable and permanently lost. In addition,
any third party that gains access to your private key, including by gaining
access to the login credentials relating to your Ethereum wallet, may be able
to misappropriate your PTNX. Any errors or malfunctions caused by or otherwise
related to the digital wallet or vault you choose to receive and store PTNX,
including your own failure to properly maintain or use such digital wallet or
vault, may also result in the loss of your PTNX.
of theft and vulnerabilities: The Smart Contract System concept, the
underlying software application and software platform (i.e. the Ethereum
blockchain) may be exposed to attacks by hackers or other individuals
including, but not limited to, malware attacks, denial of service attacks,
consensus-based attacks, Sybil attacks, smurfing and spoofing. Any such
successful attacks could result in theft or loss of contributions or PTNX,
adversely impacting the ability to develop the Platin Protocol and derive any
usage or functionality from PTNX. You must take appropriate steps to satisfy
yourself of the integrity and veracity of relevant websites, systems and
communications. Furthermore, because the Platin Protocol is based on
open-source software, there is a risk that a third party or a member of the
Company’s team may intentionally or unintentionally introduce weaknesses or
defects into the core infrastructure of the Platin Protocol, which could
negatively affect the Platin Protocol and PTNX.
of Ethereum mining attacks: As with other cryptocurrencies, the
blockchain used for the Smart Contract System is susceptible to mining attacks,
including but not limited to double-spend attacks, majority mining power
attacks, “selfish-mining” attacks, and rare condition attacks. Any successful
attacks present a risk to the Smart Contract System, expected proper execution
and sequencing of token transactions, and expected proper execution and
sequencing of contract computations. You understand and accept that the network
of miners will ultimately be in control of the distribution of the PTNX via the
Smart Contract System, and that a majority of miners could agree at any point
to make changes, updates, modifications to, or effect a deletion or destruction
of the Smart Contract System, and that such a scenario could lead to PTNX losing
intrinsic value and/or functionality.
10. Risk of
incompatible wallet service: The wallet or wallet service provider used to
receive PTNX must conform to the ERC20 token standard in order to be
technically compatible with PTNX. The failure to ensure such conformity may
have the result that Contributor will not gain access to his PTNX.
11. Risk of
The Platin Protocol will need to go through substantial development works as
part of which it may become the subject of significant conceptual, technical
and commercial changes before release. As part of the development, an upgrade
to PTNX may be required (hard-fork of PTNX) and that, if you decide not to
participate in such upgrade, you may no longer be able to use your PTNX and any
non-upgraded PTNX may lose its utility in full.
12. Risk of
uninsured losses: Unlike bank accounts or accounts at some other financial
institutions, PTNX are uninsured unless you specifically obtain private
insurance to insure them. Thus, in the event of loss or loss of utility value,
there is no public insurer or private insurance arranged by us, to offer
recourse to you.
arising from taxation: The tax characterization of PTNX is
uncertain. You must seek your own tax advice in connection with acquisition,
storage, transfer and use of PTNX, which may result in adverse tax consequences
to you, including, without limitation, withholding taxes, transfer taxes, value
added taxes, income taxes, capital taxes and similar taxes, levies, duties or
other charges and tax reporting requirements.
14. Risk of an
unfavourable fluctuation of Ethereum and other currency value: The
Company intends to use the contributions received to fund the development of the
Platin Protocol and various other operating expenses. The contributions
received will be denominated in ETH and may be converted into other
cryptographic assets and fiat currencies. If the value of ETH or other
currencies fluctuates unfavourably during or after the Token Sale, the Company
may not be able to fund the development of, or may not be able to maintain, the
Platin Protocol in the manner that it intended.
15. Risk of
dissolution of the Company or network: It is possible that,
due to any number of reasons including, but not limited to, an unfavourable
fluctuation in the value of ETH (or of other cryptographic assets and fiat
currencies), decrease in the PTNX utility due to negative adoption of the Platin
Protocol, the failure of commercial relationships, or intellectual property
ownership challenges, the Platin Protocol may no longer be viable to operate
and the Company may dissolve and may not be able to continue the development of
the Platin Protocol.
arising from lack of governance rights: As PTNX confers no
governance rights of any kind with respect to the Platin Protocol or the
Company; all decisions involving the Company (including to sell or liquidate
the Company) will be made by the Company acting in its sole and absolute
discretion, and all decisions involving the Platin Protocol including, but not
limited to, decisions to discontinue the Platin Protocol, to create and issue
more PTNX, will be made by the Company. These decisions could adversely affect
the Platin Protocol and/or the PTNX you hold.
arising from the market in which the Platin Protocol operates: The
crypto-currency exchange market, the token listing and trading market, ICOs,
and by extension the Platin Protocol, are subject to a variety of federal,
state and international laws and regulations, including those with respect to know
your customer, anti-money laundering and customer due diligence procedures,
privacy and data protection, consumer protection, data security, and others.
These laws and regulations, and the interpretation or application of these laws
and regulations, could change. In addition, new laws or regulations affecting
the Platin Protocol could be enacted, which could impact the utility of PTNX in
the Platin Protocol. In addition, the Platin Protocol users are subject to or
may be adversely affected by industry specific laws and regulations or
licensing requirements. If any of these parties fails to comply with any of
these licensing requirements or other applicable laws or regulations, or if
such laws and regulations or licensing requirements become more stringent or
are otherwise expanded, it could adversely impact the Platin Protocol and the PTNX,
including its utility to obtain or provide services within the Platin Protocol.
associated with the development and maintenance of the Platin
The Platin Protocol is still under development and may undergo
significant changes over time. Although we intend for PTNX and the Platin
Protocol to function as described in the Platin Whitepaper and intend to take
commercially reasonable steps towards those ends, we may have to make changes
to the specifications of PTNX or to the Platin Protocol for any number
of legitimate reasons. Moreover, we may not be able to retain full and
effective control over how other participants will use the Platin Protocol,
what products or services will be offered through the Platin Protocol by third
parties, or how third-party products and services will utilise PTNX (if at
all). This could create the risk that PTNX or the Platin Protocol, as further
developed and maintained, may not meet your expectations at the time of
purchase. Furthermore, despite our good faith efforts to develop and
participate in the Platin, it is still possible that the Platin Protocol will
experience malfunctions or otherwise fail to be adequately developed or
maintained, which may negatively impact the Platin Protocol, PTNX and the
potential utility of PTNX, including the utility of PTNX for obtaining services
and/or offering rewards and/or being used in the manner intended at the time of
the Token Sale.
associated with incomplete information regarding the Platin
You will not have full access to all the information relevant to the Company
and/or to the Platin Protocol. The Company is not required to update you on the
progress of the Platin Protocol. You are responsible for making your own decision
in respect of purchasing PTNX. The Company does not provide you with any
recommendation or advice in respect of the purchase of PTNX. You may not rely
on the Company to provide you with complete or up to date information.
20. Risk of
competing platforms: It is possible that alternative platforms
could be established that use the same open source code and protocol underlying
the Platin Protocol and attempt to facilitate services that are materially
similar to the services offered by or within the Platin Protocol. The Platin
Protocol may compete with these alternatives, which could negatively impact the
Platin Protocol, PTNX, including the utility of PTNX for obtaining services
offered by or within the Platin Protocol.
21. Risk of
inadequate resources: The Token Sale and the Platin Protocol will
require intensive computing resources. The demand for these resources may
exceed the Company’s estimates. Ultimately, the Company’s resources may prove
inadequate to support the Token Sale and/or develop the Platin Protocol, which
may affect the distribution and/or utility of PTNX.
associated with third party contractors: Development of PTNX and
of the Platin Protocol, and the operation of the Token Sale, will require
third-party contractors with particular expertise in Ethereum and blockchain
technology. The availability of such contractors is limited. There may not be
sufficient (or any) such contractors available on terms deemed acceptable by
the Company. The costs associated with any such contractors may be
significantly greater than currently estimated. Furthermore, the quality,
reliability and timely delivery of services by such contractors may vary
related risks: Residents, tax residents or persons having a relevant
connection with certain jurisdictions are excluded from the Token Sale. Changes
in your place of domicile or the applicable law may result in you violating any
legal or regulatory requirements of your applicable jurisdiction. You are
responsible for ensuring that the distribution, holding, use or exchange of PTNX
is, and remains lawful despite changes to applicable laws, your residence and
Cryptographic tokens such as PTNX are a new and untested technology. In
addition to the risks set out in this Schedule 2, there are other risks
associated with your acquisition, storage, transfer and use of PTNX, including
those that the Company may not be able to anticipate. Such risks may further
materialise as unanticipated variations or combinations of the risks set out in
this Schedule 2.
25. Brexit risk: Gibraltar
is a British Overseas Territory. It is part of the European Union (EU), having
joined the European Economic Community with the United Kingdom in 1973 by
virtue of Article 355(3) [former Article 299(4)] which applies the treaty to “the
European territories for whose external relations a Member State is responsible”,
a provision which in practice only applies to Gibraltar. By virtue of this,
Gibraltar is required to enact all EU directives and regulations. The
Government of Gibraltar may fail to enact an EU directive or regulation or may
enact an EU directive or regulation erroneously. This could negatively impact
on the jurisdiction and consequently the Company’s activities. On 23 June 2016,
the UK voted to leave the EU and there is a risk that a change to the UK’s
status within the EU could impact on Gibraltar’s position within the EU,
including Gibraltar having to assume any new status adopted by the UK. If
Gibraltar’s status within the EU changes or if Gibraltar were to leave the EU,
this could restrict and/or prevent Gibraltar entities (current and future) from
conducting business with the EU. This could significantly impact upon the
Company’s activities undertaken from within Gibraltar.