Any buyer purchasing the Company’s products or services expressly acknowledges technical and market uncertainties which are inherent in any business development project as presented in this White Paper (see below for risk factors) and that this project may therefore never come to fruition or may have to be abandoned, without the AXR being used. In such a case, the buyer expressly acknowledges and accepts that it will not be entitled to sue or bring any direct or indirect legal action before the courts, the arbitration bodies or any alternative dispute settlement body, either in France or abroad, against the Company, its directors, shareholders, employees or subcontractors in the event of the non-performance, non-deployment or non-implementation of the project, even in cases where its AXR have lost some or all of their value.
In addition, the Company may not be held liable for any of the following: (i) use of services that are not compliant with the applicable terms;
(ii) non-performance, failure, malfunction or unavailability of the services due to a third party, the buyer, a third-party product, or the buyer’s breach of its obligations;
(iii) indirect damages such as business loss or disturbance, loss of orders, operating loss, infringement of the trade mark, loss of profits or clients (e.g. improper disclosure of confidential information concerning said clients due to failure or piracy of the Platform, third-party proceedings against the client, etc.);
(iv) loss, disclosure or unlawful or fraudulent use of user sign ons by the buyers or third parties;
(v) suspension of access or temporary or permanent suspension of services (in particular, arising from a request issued by an appropriate administrative or judicial authority, or notification received from a third party);
(vi) loss, alteration or destruction of all or part of the content (information, data, applications, files or other items) hosted on the infrastructure, insofar as the Company is not responsible for managing the continuity of buyers activities, and data backups in particular;
(vii) mismatch between the services and the buyer’s needs (in particular, with regard to the sensitivity of the relevant data);
(viii) security incidents relating to use of the Internet, concerning in particular the loss, alteration, destruction, disclosure or unauthorized access to the buyer’s data or details on or via the Internet; and
(ix) damages to systems, applications and other items installed by the buyer on the infrastructure.
This White Paper does not constitute an offer or an invitation to sell shares, securities or rights belonging to the Company or any related or associated company.
None of the information or analyses in this White Paper is intended to provide a basis for an investment decision, and no specific investment recommendation is made. Accordingly, this White Paper does not constitute investment advice or an invitation to invest in any security or financial instrument of any nature whatsoever.
This White Paper does not constitute or form part of, and should not be construed as, an offer for a sale or subscription, or an invitation to buy or subscribe securities or financial instruments. This White Paper, or any of its component parts, does not constitute the basis for, or should not be used as a basis for, or in connection with, a contract for the sale of securities or financial instruments or a commitment to sell securities or financial instruments of any kind.
The Company expressly disclaims any liability for any direct or indirect loss or damage of any kind arising directly or indirectly from:
- (i) any reliance on the information contained in this White Paper;
- (ii) any error, omission or inaccuracy in said information; or
- (iii) any resulting action that may be brought.
This White Paper has been constructed in accordance with the applicable EU regulations. A AXR does not represent an investment in a security or a financial instrument within the meaning of EU Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 relating to markets in finan- cial instruments: AXR confer no direct or indirect right to the Company’s capital or income, nor does it confer any governance right within the Company;
A AXR is not proof of ownership or a right of control
Control over a AXR does not grant the controlling individual any asset or share in the Company, or in the Platform. A AXR does not grant any right to participate in control over the Company’s management or decision-making set-up, or over Platform.
A AXR is not an electronic currency within the meaning of EU Directive 2009/110/EC of the European Parliament and of the Council of 16 September 2009 relating to access to and pursuit of the business of elec- tronic currency institutions: AXR are not accepted outside the Platform and a AXR do not have a fixed exchange value equal to the amount delivered at the time of their issue;
A AXR is not a payment service within the meaning of EU Directive 2007/64/EC of the European Parliament and of the Council of 13 November 2007 relating to payment services in the internal market, nor within the meaning of EU Directive N° 2015/2366 of the European Parliament and of the Council of 25 November 2015 relating to payment service 2 (DSP 2): the ICO does not involve the purchase and/or sale of AXR and the Company’s business does not consist in receiving currencies against the delivery of AXR; as such, a AXR is not a means of payment either. A AXR is a cryptographic token used by the Platform.
A AXR is a crypto-currency, i.e. an unregulated digital asset issued and controlled by its developers and used and accepted by the members of a given community.
Participation in the ICO is restricted to natural or legal persons acting within the scope of their professional activities. Any private individual acting on a non-professional basis as a simple consumer, within the meaning of EU Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights, is excluded from the ICO.
Documents linked to the ICO may not be transmitted or distributed to a “U.S. citizen” or to mail or email addresses in the United States of America. It is prohibited to transmit, distribute or reproduce documents linked to the ICO to or for a “U.S. citizen” or within the territories of the United States of America, in whole or in part.
To ensure their eligibility for the purchase of AXR, buyers expressly declare that they are not a “U.S. citizen” (within the meaning of “Regulation S” of the Securities Act 1933 under U.S. law), i.e.:
- (i) any private individual resident in the United States of America;
- (ii) any partnership or business organized or established under U.S. law;
- (iii) any property of which the executor or administrator is a U.S. citizen;
- (iv) any trust of which a proxy is an American citizen;
- (v) any agency or branch of a foreign entity located in the United States of America;
- (vi) any non-discretionary account or similar account (other than a trust or property)
held by a trader or other trustee for the benefit of or on behalf of a U.S. citizen;
(vii) any discretionary account or similar account (other than a trust or trust) held by a trader or other trustee, that is organized, established or (if a private individual) resident in the United States of America; and
(viii) any partnership or company if:
- (a) it is organized or established under the law of a foreign jurisdiction; and
- (b) it is formed by a U.S. citizen primarily for the purpose of investing in securities not
listed under the U.S. Securities Act, unless it is organized or established, and owned, by accredited investors who are not private individuals, trusts or properties.
WARNINGS ON THE RISKS INHERENT TO THE ICO
Risk of loss of access to a AXR due to loss of credentials
Until it is distributed to the buyer, the said buyer’s AXR may be linked to a Company account. You can only access the Company account using the credentials selected by the buyer. The loss of these credentials will result in the loss of the AXR. Good practices advise buyers to store their credentials securely in one or more backup locations that are geographically separated from the work location.
Risks Associated With the Ethereum Protocol. Both AXR and the Platform are based on the Ethereum protocol. Therefore, any malfunction, unplanned function or unexpected operation of the Ethereum protocol may cause the Platform or AXR to malfunction or operate in a way that is not expected. Ether, the native Ethereum Protocol account unit, may itself lose value in a similar way to AXR, and also in other ways.
For more information on the Ethereum protocol, see > http://www.ethereum.org/
Risks associated with the buyer’s credentials. Any third party that obtains access to the buyer’s credentials or private keys may be able to use the buyer’s AXR. To minimize this risk, buyers must protect themselves against people gaining unauthorized access to their electronic devices.
Legal risk and risk of adverse regulatory intervention in one or more jurisdictions Blockchain technologies have been reviewed by various regulatory bodies around the world, including within the European Union. The ICO has been structured to comply with EU law applicable at the time of the offer.
The operation of the Platform and of AXR may be impacted by the passing of restrictive laws, the publication of restrictive or negative opinions, the issuing of injunctions by national regulators, the initiation of regulatory actions or investigations, including but not limited to restrictions on the use or ownership of digital tokens such as AXR, which may prevent or limit development of the Platform.
Given the lack of crypto-currency qualifications in most countries, each buyer is strongly advised to carry out a legal and tax analysis concerning the purchase and ownership of AXR according to their nationality and place of residence.
Risk of an alternative, unofficial Platform
Following presales and development of the original version of the Platform, there is a possibility that alternative platforms may have been established using the same open-source code and open source protocol that underlies the Platform. The official Platform may find itself in competition with these alternatives, unofficial platforms based on AXR, which could potentially adversely impact the Platform and AXR.
Risk of a lack of interest in the Platform or distributed applications
There is a possibility that the Platform may not be used by a large number of companies, individuals and other organizations, and that there may be limited public interest in the creation and development of distributed applications. Such a lack of interest could impact on the development of the Platform and, therefore, on the uses or potential value of AXR. Risk that the Platform is not developped
The main right associated with AXR is the right to vote on the Platform, and the right to receive rewards amounting to a portion of HAXR net income and of the total amount of transactions realized on the HAXR network. The value of the AXR is therefore heavily correlated with the existence of such Platform and network, which has not yet been implemented. AXR may lose part or all of their value if the Platform and/or network is never fully developed.
Risk that the Platform, as developed, does not meet buyer expectations
The Platform is currently under development and may undergo significant redesign prior to its launch. For a number of reasons, not all buyer expectations concerning the Platform or AXR’s form and function may be met on the launch date, including changes in design, implementation and execution of the Platform.
Risk of theft and piracy. Hackers or other malicious or criminal groups or organizations may attempt to interfere with the Platform or the availability of AXR in several ways including, but not limited to, denial of service attacks, Sybil attacks, mystification, surfing, malware attacks, or consen- sus-based attacks.
Risk of security weaknesses in the Platform’s core infrastructure software
The Platform‘s core software is based on open source software. There is a risk that the Company team, or other third parties, may intentionally or unintentionally introduce weak- nesses or bugs into the core infrastructure elements of the Platform, by interfering with the use of, or causing loss of, AXR.
Risk of weakness or exploitable breakthrough in the field of cryptography
Advances in cryptography, or technical advances such as the development of quantum computers, may present risks for crypto-currencies and the Platform, which could result in the theft or loss of AXR.
Risk of a AXR mining attack
As with other decentralized cryptographic tokens and crypto-currencies, the blockchain used for the Platform is vulnerable to mining attacks, including but not limited to, dual-ex- pense attacks, powerful mining attacks, selfish mining attacks, and critical competition attacks. Any successful attack poses a risk to the Platform, the expected performance and sequencing of the Company’s markets, and the expected performance and sequenc- ing of Ethereum contract calculations. Despite the best efforts of the Company’s team, the risk of known or new mining attacks exists.
Risk of the Platform failing to be used or adopted
While AXR should not be considered an investment, their value is bound to change over time. This value may be limited if the Platform is not sufficiently used and adopted. In such a case, there could be few or no markets at the Platform launch, which would limit the value of AXR.
Risk of a tight market for AXR
There are currently no exchanges or trading facilities on which AXR can be traded. If such exchanges or trading facilities do develop, they will probably be relatively new and subject to poorly understood regulatory oversight. They may therefore be more vulnerable to fraud and default than the established and regulated exchanges that exist for other products. Should exchanges or trading facilities that represent a substantial part of the AXR trading volume be involved in fraud, security failures or other operational problems, the failures of such exchanges or trading facilities may limit the AXR value or liquidity.
Risk of an uninsured loss
Unlike bank accounts or accounts in other regulated financial institutions, funds held through the Company or Ethereum network are generally uninsured. At present, there are no public or private insurance agents providing buyers with coverage against a loss of AXR or a loss of value.
Risk of winding-up of the the Company’s project.
For a number of reasons including, but not limited to, an unfavorable fluctuation in Bitcoin value, an unfavorable fluctuation in AXR value, the failure of business relationships or competing intellectual property claims, the Company project may no longer be a viable activity and may be dissolved or simply not launched. Risk of malfunction in the Platform.
The Platform may be impacted by an adverse malfunction including, but not limited to, a malfunction that results in the loss of AXR or market information. Unforeseen risks Crypto-currencies and cryptographic tokens are a new, untested technology. In addition to the risks stipulated above, there are other risks that the Company’s team cannot predict. Risks may also occur as unanticipated combinations or as changes in the risks stipulated herein.
KNOW YOUR CUSTOMER PROCEDURES (KYC)
As part of the Know Your Customer procedure (KYC), anyone wishing to acquire AXR will have to provide the Company with the following details via the dedicated ICO website prior to purchasing AXR:
– Surname and first name (for private individuals) / company name (for companies); – Country of tax residence;
– E-mail address;
– Identification document (official and valid passeport or ID card)
APPLICABLE LAW AND JURISDICTION
This White Paper and any contractual relationship arising in relation with the products and services sold by the Company are governed exclusively by French law, the Company’s commitment being subject to this clause.
The Parties agree to seek an amicable settlement prior to bringing any legal action. Failing this, any dispute, of any nature whatsoever, will be brought expressly before the courts of Meaux- France, as no document can effect a novation or waiver of this jurisdiction clause.