Terms of Initial Token Sale

OPU LABS, LIMITED

TERMS AND CONDITIONS OF INITIAL TOKEN SALE

The following terms and conditions (these “Terms”) govern the sale by Opu Labs, Ltd.  (the “Company”) to you, and the purchase by you from the Company, of certain cryptographic tokens which intend to adhere to and support the ERC20 Token Standard (as defined below), namely the Opu Coin tokens (the “Tokens”), as made available by the Company (the “Token Sale”). Each of you and the Company shall hereinafter be referred to as a “Party”, and collectively, you and the Company shall hereinafter be referred to as the “Parties”.

THE TOKEN SALE IS INTENDED ONLY FOR NON-US PERSONS. IF YOU ARE A US PERSON, YOU MAY NOT PARTICIPATE IN THIS TOKEN SALE.  A “US PERSON” INCLUDES A NATURAL PERSON RESIDENT IN THE UNITED STATES, A PARTNERSHIP OR CORPORATION ORGANIZED OR INCORPORATED UNDER THE LAWS OF THE UNITED STATES AND CERTAIN OTHER PERSONS.  TOKENS ARE BEING SOLD HEREUNDER WITHOUT REGISTRATION UNDER THE U.S. SECURITIES LAWS PURSUANT TO THE EXEMPTION OFFERED BY REGULATION S (“REGULATION S”) PROMULGATED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”).  TOKENS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, AND MAY NOT BE SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH REGULATION S OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PLEASE READ THE TERMS SET OUT HEREIN CAREFULLY. THE TOKENS ARE NOT INTENDED TO CONSTITUTE SECURITIES OF ANY FORM, UNITS IN A BUSINESS TRUST, UNITS IN A COLLECTIVE INVESTMENT SCHEME OR ANY OTHER FORM OF REGULATED INVESTMENT OR INVESTMENT PRODUCT IN ANY JURISDICTION. THIS DOCUMENT AND THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFER DOCUMENT OF ANY SORT AND ARE NOT INTENDED TO CONSTITUTE AN OFFER OF SECURITIES OF ANY FORM, UNITS IN A BUSINESS TRUST, UNITS IN A COLLECTIVE INVESTMENT SCHEME OR ANY OTHER FORM OF REGULATED INVESTMENT OR INVESTMENT PRODUCT, OR A SOLICITATION FOR ANY FORM OF REGULATED INVESTMENT OR INVESTMENT PRODUCT IN ANY JURISDICTION. NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED OF THESE TERMS. NO ACTION HAS BEEN OR WILL BE TAKEN BY THE COMPANY TO OBTAIN SUCH APPROVAL UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES OF ANY JURISDICTION. THE PROVISION OF THESE TERMS TO YOU DOES NOT IMPLY THAT THE APPLICABLE LAWS, REGULATORY REQUIREMENTS OR RULES HAVE BEEN COMPLIED WITH.

BY ACCEPTING THESE TERMS AND PURCHASING TOKENS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS (INCLUDING THE ANNEX HERETO) AND YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE CAREFULLY REVIEWED ALL OF THESE TERMS INCLUDING SECTION 1.5 AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PURCHASING TOKENS. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S). IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCEPT THESE TERMS OR PURCHASE ANY TOKENS.

The headings in these Terms are included for convenience only and shall not be taken into account in construing these Terms. Unless the context otherwise requires, words (including words defined herein) denoting the singular only shall include the plural and vice versa. References to “Paragraphs” and “Annex” are to be construed as references to the paragraphs of and the annex to these Terms.

You and the Company HEREBY AGREE as follows:

  1. INTRODUCTION, SCOPE OF TERMS AND DEFINITIONS
    • Unless otherwise stated herein, these Terms, including the Annex hereto, shall govern your purchase of Tokens from the Company in the Token Sale.
    • The Company is a British Virgin Island corporation with its registered office at Nerine Chambers, PO Box 905, Quastisky Building, Road Town, Tortola VG 1110, British Virgin Islands.
    • The proceeds from the Token Sale will be used to support ongoing development of the Company’s platform (“Opu Platform”) as described in the version or draft of the whitepaper (the “Whitepaper”) entitled “Opu Coin: The Blockchain Solution for the Global Skincare Industry” accessible at http://ico.opu.ai/whitepaper, and/or such other purposes as the Company may determine in its sole and absolute discretion.
    • No information contained in or on, and no part of the following:
      • the finalized, published and adopted version or draft of the Whitepaper;
      • the website of the Company (the “Opu Labs Website”) as accessible at www.opucoin.io;
      • the Sale Website (as defined below);
      • any website directly or indirectly linked to the Whitepaper, the Opu Labs Website or the Sale Website;
      • any social media, blog or broadcast media; or
      • any other information or document,

(each a “Sale Document”)

shall constitute part of these Terms, and no representations, warranties or undertakings are or are intended or purported to be given by the Company in respect of any information contained in or on, or any part of, the items as stated in Paragraphs 1.5(A) to (F) above.

  1. ELIGIBILITY TO PURCHASE TOKENS

The distribution of any information in relation to the Token Sale in certain jurisdictions may be restricted by law. You shall not participate in the Token Sale if you are a US Person or resident or citizen of Japan or if there are applicable legal restrictions where you reside or are domiciled. It is your sole responsibility to ensure that your participation in the Token Sale is not prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected in any way by any applicable law, regulation or rule where you reside or are domiciled. Failure to comply with any such restrictions may constitute a violation of the laws of any such jurisdiction.

Any person or entity, including anyone acting on its behalf, to whom such restrictions may apply are not permitted to participate in the Token Sale otherwise, this party assumes all the responsibility and liability arising from the acquisition of the Tokens and shall indemnify the Company for any damages arising out of their participation in the Token Sale.

NOTICE TO PROSPECTIVE EEA INVESTORS

THIS DOCUMENT HAS NOT BEEN APPROVED BY AN AUTHORIZED PERSON WITHIN THE MEANING OF THE LAWS OF THE EUROPEAN UNION. RELIANCE ON THE WHITEPAPER FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITIES MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

THIS DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS FOR THE PROSPECTUS DIRECTIVE, AND HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF THE TOKENS IN ANY MEMBER STATE OF THE EEA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF THE TOKENS OR OTHERWISE WILL NOT BE SUBJECT TO SUCH REQUIREMENTS. THE COMPANY HAS NOT BEEN AUTHORIZED AND DOES NOT AUTHORIZE THE MAKING OF ANY OFFER OF THE TOKENS IN CIRCUMSTANCES IN WHICH AN OBLIGATION ARISES FOR THE COMPANY TO PUBLISH OR SUPPLEMENT A PROSPECTUS FOR SUCH OFFER.

IN RELATION TO EACH MEMBER STATE OF THE EEA WHICH HAS IMPLEMENTED THE AIFM DIRECTIVE AND FOR WHICH TRANSITIONAL ARRANGEMENTS ARE NOT/NO LONGER AVAILABLE, THE TOKENS MAY ONLY BE OFFERED IN A MEMBER STATE TO THE EXTENT THAT THE TOKENS MAY LAWFULLY BE OFFERED OR PLACED IN THAT MEMBER STATE [INCLUDING AT THE INITIATIVE OF THE INVESTOR].

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

IN THE UNITED KINGDOM THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH): (i) INVESTMENT PROFESSIONALS (WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE “FPO”)); (ii) PERSONS OR ENTITIES OF A KIND DESCRIBED IN ARTICLE 49 OF THE FPO; (iii) CERTIFIED SOPHISTICATED INVESTORS (WITHIN THE MEANING OF ARTICLE 50(1) OF THE FPO); AND (iv) OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”).

THIS DOCUMENT HAS NOT BEEN APPROVED BY AN AUTHORIZED PERSON. ANY INVESTMENT TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH) RELEVANT PERSONS. THIS DOCUMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION BASED UPON THIS DOCUMENT AND SHOULD NOT RELY ON IT. IT IS A CONDITION OF YOU RECEIVING AND RETAINING THIS DOCUMENT THAT YOU WARRANT TO THE COMPANY, ITS DIRECTORS, AND ITS OFFICERS THAT YOU ARE A RELEVANT PERSON.

NOTICE TO RESIDENTS OF CHINA

NO ADVERTISEMENT OR INVITATION TO ENTER INTO ANY AGREEMENT TO PURCHASE, ACQUIRE, DISPOSE OF, SUBSCRIBE FOR OR UNDERWRITE ANY TOKENS OR OTHER SECURITIES HAS BEEN OR WILL BE ISSUED BY THE COMPANY WHICH IS DIRECTED AT THE PUBLIC IN THE PEOPLE’S REPUBLIC OF CHINA UNLESS AND TO THE EXTENT OTHERWISE PERMITTED UNDER THE LAW.

NOTICE TO PERSONS IN THE REPUBLIC OF KOREA

NO ADVERTISEMENT OR INVITATION TO ENTER INTO ANY AGREEMENT TO PURCHASE, ACQUIRE, DISPOSE OF, SUBSCRIBE FOR OR UNDERWRITE ANY TOKENS OR OTHER SECURITIES HAS BEEN OR WILL BE ISSUED BY THE COMPANY WHICH IS DIRECTED AT THE PUBLIC IN THE REPUBLIC OF KOREA UNLESS AND TO THE EXTENT OTHERWISE PERMITTED UNDER THE LAW.

IMPORTANT: IF YOU ARE UNDER LEGAL AGE [A MINIMUM AGE OF 18 OR, IN SOME CASES, THE AGE OF 21, ACCORDING TO YOUR JURISDICTION], YOU ARE PROHIBITED FROM TAKING PART IN THE TOKEN SALE AND ARE REQUESTED TO LEAVE THE WEBSITE.

IMPORTANT: IF YOU ARE NOT IN FULL CONTROL OF YOUR MENTAL POWERS, OR YOU ARE UNDER THE INFLUENCE OF ALCOHOL, PSYCHOTROPIC OR NARCOTIC SUBSTANCES, YOU ARE PROHIBITED FROM TAKING PART IN THE TOKEN SALE AND ARE REQUESTED TO LEAVE THE WEBSITE.

IMPORTANT: DO NOT MAKE A PURCHASE OR TAKE PART IN THE TOKEN SALE IF YOU DO NOT HAVE ADVANCE KNOWLEDGE OF CRYPTOCURRENCIES AND BLOCKCHAIN BASED SYSTEMS. PURCHASES MADE DURING THE TOKEN SALE ARE NON-REFUNDABLE. NO ALLOCATION OF TOKENS CAN BE ASSURED OR WARRANTED BY THE COMPANY.

  1. RESPONSIBILITY TO ESTABLISH AND MAINTAIN CRYPTOCURRENCY WALLET AND ADDRESS
    • For purposes of your payment for any purchase and receipt of any refund (where applicable) in the Token Sale, you shall have the sole responsibility:
      • in the case where you are making payment for Tokens using US$, to establish, and maintain a valid and operational bank account to and from which such US$ may be transferred;
      • in the case where you are making payment for Tokens using ETH, to establish, and maintain, in fully operational, secure and valid status, access to an Ethereum wallet (“Ethereum Wallet”) which adheres to and supports the ERC20 Token Standard and maintain, in your fully secure possession, the credentials for accessing such wallet and the private key of such wallet; and
      • in the case where you are making payment for Tokens using BTC, to establish, and maintain, in fully operational, secure and valid, status, access to such cryptocurrency wallet (“BTC Wallet”) as may be compatible with BTC and maintain, in your fully secure possession, the credentials for accessing such wallet and the private key of such wallet.

For the purposes of these Terms, the “ERC20 Token Standard” means the set of criteria, (including criteria in relation to functions and events) developed by the Ethereum community, which has to be met in a smart contract on a blockchain in order to enable inter-operability across multiple interfaces and distributed applications.

  • For purposes of your receipt of Tokens, you shall have the sole responsibility to establish and/or maintain, in fully operational, secure and valid status, access to an Ethereum Wallet and maintain, in your fully secure possession, the credentials for accessing such wallet and the private key of such wallet.
  • You shall also provide to the Company through the Sale Website at the time when making payment for such purchase or such other later time as required by the Company:
    • for purposes of your receipt of Tokens, the address of an Ethereum Wallet as referred to in Paragraph 3.2; and
    • for purposes of your receipt of refunds (if any), the details of such bank account as referred to in Paragraph 3.1(A), the address of an Ethereum Wallet as referred to in Paragraph 3.1(B) or the address of a BTC Wallet as referred to in Paragraph 3.1(C) (as the case may be).
  • In the event of any loss, hack or theft of cryptocurrencies from any of the cryptocurrency wallets referred to in Paragraphs 3.1 and 3.2, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Company.
  • Any obligation of the Company to deliver any Tokens to you or provide you with any refund (if applicable) under these Terms shall be subject to your compliance with the provisions of Paragraphs 3.1 to 3.3.
  1. DELIVERY OF PURCHASED TOKENS AND RIGHTS OF TOKEN HOLDERS
    • The Company shall on a reasonable-endeavors basis deliver the purchased Tokens within fourteen (14) days from the time the Token Sale closes (or such other time as may be indicated in any agreement between you and the party through which you are obtaining the Tokens), to such address of an Ethereum Wallet as may be provided by you to the Company in accordance with Paragraph 3.3(A). Tokens shall be deemed to be received by you upon validation and verification of receipt of Tokens in the Ethereum Wallet.
    • The delivery of Tokens to you in accordance with Paragraph 4.1 shall only be made on satisfaction of all of the following:
      • payment in full for your purchase of Tokens being received at the bank account you designate in connection with the Token Sale (“Designated Bank Account”) and/or wallet address you designate in connection with the Token Sale (“Designated Address”) in accordance with Paragraph 4.8;
      • the Ethereum Wallet provided to you by the Company in accordance with Paragraph 3.3(A) being maintained in fully operational, secure and valid status; and
      • your receipt of an email confirmation of the Company’s receipt of such payment (in the case of payments in US$) or validation and verification of payment for such purchase on the relevant blockchain as successful and complete (in the case of payments by ETH or BTC).
    • In the case where Tokens have been delivered by the Company in accordance with Paragraph 4.1, but where the Ethereum Wallet provided to you by the Company in accordance with Paragraph 3.3(A) is an account or wallet established and maintained with any centralized exchange or other web and API platform which provides services to allow users of the platform to convert cryptocurrencies, cryptographic tokens and blockchain assets, you acknowledge and agree that:
      • the Company shall not have any obligation to ensure your receipt of any Tokens so delivered;
      • the Company shall not have any obligation in any form or manner whatsoever to you in respect of your purchase of such Tokens so delivered; and
      • you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Company and the and its subsidiaries, related companies, affiliates, directors, officers, employees, agents, successors, and permitted assignees (“Indemnified Persons”)in connection with or arising from such delivery of Tokens, and shall further hold harmless, the Company and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such delivery of Tokens.
    • Tokens shall be delivered to and accepted by you on an “as is” basis without warranties of any kind by the Company. The Company hereby expressly disclaims all express and implied warranties in relation to Tokens and the delivery thereof.
    • Any availability, transferability or tradability of Tokens on any cryptocurrency exchange shall not be construed, interpreted or deemed by you as an indication of the merits of the Whitepaper, the Opu Labs Website, any website on or through which the Token Sale occurs (“Sale Website”), Opu Platform, the Company, the Token Sale, Tokens or your purchase of Tokens.
    • Save for such right as may be granted by the Company, in its sole and absolute discretion, to holders of Tokens to use and access certain functions within the Opu Platform as described in the Whitepaper (with the terms and conditions, and extent, of any such granted right also being determined by the Company in its sole and absolute discretion), ownership and holding of Tokens shall carry no other rights, express or implied, in relation to you, the Company or any other person.
    • To the extent that the Company determines, in its sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable laws or regulations in connection with the sale of Tokens to you, you shall provide such information promptly upon such request in such form or manner as the Company may require, and you acknowledge and accept that the Company may refuse to sell or withhold delivery of Tokens to you until such requested information has been provided to the satisfaction of the Company.
    • For the purposes of compliance with US Regulation S (“Regulation S”) promulgated under the US Securities Act of 1933, as amended (“Securities Act”) you agree not to offer or sell Tokens except in accordance with Regulation S and not to not engage in hedging transactions with respect to the Tokens unless in compliance with the Securities Act. You may resell tokens in compliance with Rule 904 under Regulation S, which requires that, among other things you sell only to persons who are not US Persons who at the time the buy order is originated are outside the United States, or you or any person acting on your behalf reasonably believe is outside the United States.  You may also resell Tokens in compliance with Rule 903 under Regulation S, which requires that if you sell Tokens within one year after the later of the commencement of the offering and the date of the closing of the offering, you will only sell such Tokens in accordance with Regulation S, pursuant to registration under the Securities Act or pursuant to another exemption from registration under the Securities Act.
  2. REPRESENTATIONS AND WARRANTIES
    • By accepting these terms, you represent and warrant to the Company as follows:
      • you acknowledge and agree that the Tokens are not to be construed, interpreted, classified or treated as:
        • any kind of currency other than cryptocurrency;
        • debentures, stocks. shares or equity issued by the Company;
        • rights, options or derivatives in respect of such debentures, stocks, shares or equity;
        • units in a collective investment scheme;
        • units in a business trust; or
        • derivatives of units in a business trust
      • you have adequate information on which to base your decision to purchase Tokens and that you have made and will make such investigation as you deem necessary or appropriate;
      • you understand that information regarding the Tokens, the Opu Platform and the Whitepaper may change from time to time or even become obsolete, that the Company is under no obligation to update any information provided to you, and that you are solely responsible for obtaining all such information at such times as you require in making your decision to purchase Tokens;
      • you acknowledge and agree that the Tokens are not to be construed, interpreted, classified or treated as enabling, or according any opportunity to, you to participate in or receive voting rights, profits, income, or other payments or returns arising from or in connection with the Company, the Opu Platform, the Tokens or the proceeds of the Token Sale, or to receive sums paid out of such profits, income, or other payments or returns;
      • you acknowledge that no regulatory authority has examined or approved these Terms, no such action has been or will be taken under the laws, requirements or rules of any jurisdiction, and the provision of these Terms to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;
      • you acknowledge that a subsequent sale or other transfer of the Tokens by you may not be permitted or may be restricted by the applicable laws, regulatory requirements or rules;
      • you have read and understood all of these Terms including the Annex hereto;
      • any bank account or address (as the case may be) provided by you in accordance with Paragraph 3.3 is fully operational, secure and valid;
      • you are not a US Person or citizen or resident of Japan or citizens, national, resident (tax or otherwise) of any jurisdiction which prohibits the possession, dissemination or communication of the Whitepaper and/or prohibits participation in the Token Sale;
      • you are not a citizen or resident of any jurisdiction in which either the purchase, receipt, or holding of Tokens is prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected by any applicable law, regulation or rule;
      • you have full power and capacity to accept these Terms and perform all your obligations hereunder and, in the case where you are accepting these Terms on behalf of a corporation:
        • such corporation is duly incorporated and validly existing under the applicable laws; and
        • you are duly authorized to accept these Terms and procure the performance of obligations hereunder
      • you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain assets and tokens including Tokens, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart-contract technology;
      • you are fully aware of, understand and agree to assume all the risks (including direct, indirect or ancillary risks) associated with the conduct of the Token Sale via the Sale Website, any technology on which the Company, Tokens, the Sale Website, the Opu Labs Website, the Designated Bank Account, the Designated Address, the Ethereum Wallet or the Token Sale relies on and/or utilizes, the Opu Labs Website, the Company, the Token Sale, the Tokens, your purchase of Tokens, any wallet referred to in Paragraph 33, your provision of the address to any wallet referred to in Paragraph 3, and the Opu Platform including but not limited to the risks set out in the Annex hereto;
      • these Terms constitute legal, valid and binding obligations on you, enforceable in accordance with its terms and neither the purchase, nor receipt, nor holding of Tokens is in breach or contravention of any applicable law, regulation or rule in your jurisdiction;
      • no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any regulatory authority in any jurisdiction (the “Approvals”) is required on your part in connection with your purchase of Tokens, or where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect;
      • the fiat or cryptocurrencies to be used for payment for your purchase have not been obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
      • you have sufficient fiat or cryptocurrencies to fulfill your obligations under these Terms and the Token Sales in respect of any purchase of Tokens by you;
      • Tokens to be delivered to and received by you will not be used for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
      • you are purchasing Tokens as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of, any other person; and
      • all of the above representations and warranties are, and will continue to be, true, complete, accurate and non-misleading from the time of your acceptance of these Terms to the time of receipt by you of Tokens.
    • The Company does not make, and hereby disclaims, and you agree that you are not relying upon, any representation or warranty in any form whatsoever, including any representation or warranty in relation to:
      • the information set out on the Whitepaper, the Sale Website, the Opu Labs Website or any other place;
      • the Company;
      • the Token Sale;
      • the Tokens;
      • your purchase of Tokens;
      • the Designated Bank Account;
      • the Designated Address; and
      • the Opu Platform
  1. ANTI-MONEY LAUNDERING AND OTHER CHECKS
    • The Company supports the regulations to Combat Terrorist Financing (“CTF”) and will, and where appropriate, use third party service providers to conduct, conduct Know Your Customer (“KYC”) and Anti-Money Laundering (“AML”) checks on each prospective Token purchaser in accordance with applicable laws.
    • You are required to follow KYC procedure as published on the Sale Website prior to purchasing the Tokens at the Token Sale. If you do not provide the information requested by the Company, then the Company may at its discretion decide to refuse your contribution.
    • The Company reserves a right to change the KYC and AML requirements without any explanation, and KYC/AML procedure might be adjusted on per case basis.
    • The Company reserves its right to reject your identification application if you are unable to provide the information in accordance with these Terms and other terms published on the Sale Website. Any data collected will be used solely to satisfy the compliance requirements of the Company and the applicable regulator.
    • The Company has the right to refuse investment from any person that, according to information available to the Company, are suspected in using the Token Sale with the aim of manipulating the Token price, money laundering, terrorism financing or any other illegal activities. In addition, the Company has the right to use any possible efforts to prevent money laundering and terrorism financing, such as; blocking any third-party’s tokens, disclosing any data about the party to the state authorities etc., to the extent required by the law.

IMPORTANT:  THE ACQUISITION OF THE TOKENS MAY BE REFUSED BY THE COMPANY UNTIL THE PROSPECTIVE PURCHASER COMPLETES THE IDENTIFICATION PROCESS [KNOW YOUR CUSTOMER] TO THE COMPANY’S REASONABLE SATISFACTION.

  1. PRESENTATION OF INFORMATION

Forward-Looking Statements

The Whitepaper and the other Sale Document contain statements which, to the extent that they do not recite historical fact, constitute, or may be deemed to be, forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts and may include the words “may”, “will”, “could”, “should”, “would”, “believe”, “expect”, “anticipate”, “estimate”, “intend”, “plan” or other words or expressions of similar meaning or, in each case, their negative. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and, therefore, these forward-looking statements are based on the current expectations of the Company about future events. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from those made in or suggested by the forward-looking statements contained in these this Whitepaper and/or any of the other Sale Documents. The forward-looking statements include statements that reflect the Company’s beliefs, plans, objectives, goals, expectations, anticipations and intentions with respect to the financial condition, results of operations, future performance and business of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, level of activity, performance or achievements. Consequently, actual results may differ materially from those that might be anticipated from forward-looking statements.

In light of these and other uncertainties, each prospective Party should not regard the inclusion of a forward-looking statement in the Whitepaper or any of the other Sale Documents as a representation by the Company that its plans and objectives will be achieved, and should not place undue reliance on such forward-looking statements. These forward-looking statements speak only as at the date of the Whitepaper. The Company expressly disclaims any obligation or undertaking to update any of the forward- looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Other Statements

Statements contained in the Whitepaper and/or any of the other Sale Documents that are not historical facts are based on current expectations, estimates, projections, opinions, and/or beliefs of the Company Such statements are not facts and involve known and unknown risks, uncertainties, and other factors. Each Prospective Party should not rely on these statements as if they were fact.

  1. DISCLAIMERS
    • To the maximum extent permitted by all applicable laws, regulations and rules and except as otherwise provided in these Terms, the Company hereby expressly disclaims its liability and shall in no case be liable to you or any person for:
      • any sale or transfer of any Tokens purchased by you hereunder to any person at any time;
      • the fiat or cryptocurrencies used for payment for your purchase being obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
      • use of Tokens for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
      • failure or delay in the delivery by the Company, and receipt by you, of Tokens in accordance with Paragraph 4;
      • failure, malfunction or breakdown of, or disruption to, the operation of the Company, Tokens or any technology on which the Company, Tokens, the Sale Website, the Opu Labs Website, the Designated Bank Account, the Designated Address, the Ethereum Wallet or the Token Sale relies on and/or utilizes, due to occurrences of hacks, mining attacks (including but not limited to double-spend attacks, majority-mining-power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;
      • failure, malfunction or breakdown of, or disruption to, the operation of any blockchain, any blockchain-based software systems or any blockchain technology in connection with the operations of the Company, the Opu Platform, the Sale Website, the Opu Labs Website, the Tokens, the Designated Address, the Ethereum Wallet or the Token Sale, due to occurrences of hardforking, hacks, mining attacks (including but not limited to double-spend attacks, majority-mining-power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;
      • any virus, error, bug, flaw, defect or otherwise adversely affecting the operation, functionality, usage, storage, transmission mechanisms, transferability or tradability (after Tokens have been made available for trading on a cryptocurrency exchange (if applicable)) and other material characteristics of Tokens;
      • decreases or volatility in traded prices or trading volume of Tokens (after Tokens have been made available for trading on a cryptocurrency exchange (if applicable));
      • failure or unfitness of Tokens for any specific purpose;
      • the manner of utilization of fiat or cryptocurrencies received by the Company from the Token Sale;
      • failure to disclose information relating to the progress of the Token Sale;
      • loss of possession of the credentials for accessing, or loss or destruction of the private keys of, any wallet referred to in Paragraph 3 in any manner and to any extent;
      • failure or delay in the availability of Tokens for trading on a cryptocurrency exchange (if applicable);
      • any rejection of trading of Tokens by a cryptocurrency exchange (if applicable);
      • any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability or tradability (after Tokens have been made available for trading on a cryptocurrency exchange (if applicable)) or other material characteristics of the Tokens;
      • any risks associated with the Whitepaper, the Sale Website, the Opu Labs Website, the Company, the Token Sale, Tokens, your purchase of Tokens, any wallet referred to in Paragraph 3, your provision of the address to any wallet referred to in Paragraph 3, the Designated Bank Account, the Designated Address, and the Opu Platform, including but not limited to the risks set out in Annex hereto; and
      • all other risks, direct, indirect or ancillary, whether in relation to the Whitepaper, the Sale Website, the Company, the Token Sale, Tokens, your purchase of Tokens, any wallet referred to in Paragraph 3, your provision of the address of any wallet referred to in Paragraph 3, the Designated Bank Account, the Designated Address, and the Opu Platform which are not specifically or explicitly contained in or stated in these Terms or set out in Annex hereto.
    • In the event of any loss, hack or theft of cryptocurrencies from the Designated Address or any wallet referred to in Paragraph 3, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Company.
  2. LIMITATION OF LIABILITY AND INDEMNIFICATION
    • To the maximum extent permitted by the applicable laws, regulations and rules:
      • the Company and Indemnified Persons shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with the purchase, use, receipt or holding of Tokens by you;
      • the aggregate liability of the Company, in tort, contract or otherwise, arising out of or in connection with the purchase, use, receipt or holding of Tokens by you shall be limited to the amount paid by you for your purchase hereunder; and
      • you hereby agree to waive all rights to assert any claims under the applicable laws, regulations and rules and you may make claims based only on these Terms.
    • To the maximum extent permitted by the applicable laws, regulations and rules, you shall indemnify, defend, and hold the Company and/or Indemnified Persons harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by you or any third party against any of the Company or the Indemnified Persons arising out of a breach of any warranty, representation, or obligation hereunder.
  3. NO ASSIGNMENT. Subject to these Terms, only you and no other person shall have the right to any claim against the Company in connection with your purchase hereunder. You shall not assign, trade or transfer, or attempt to assign, trade or transfer, your right to any such claim. Any such assignment or transfer shall not impose any obligation or liability of the Company to the assignee or transferee. Subject to the foregoing, the rights and obligations of the parties under these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
  4. INTELLECTUAL PROPERTY RIGHTS. These Terms shall not entitle you to any intellectual property rights, including the rights in relation to the use, for any purpose, of any information, image, user interface, logos, trademarks, trade names, Internet domain names or copyright in connection with the Whitepaper, the Sale Website, the Opu Labs Website, the Company, the Token Sale, Tokens, your purchase of Tokens, and the Opu Platform.
  5. NO WAIVER. Any failure of the Company to enforce these Terms or to assert any right(s), claim(s) or causes of action against you under these Terms shall not be construed as a waiver of the right of the Company to assert any right(s), claim(s) or causes of action against you.
  6. FORCE-MAJEURE
    • The Company cannot be held liable in any way for failure to perform due to any force-majeure event, such as; fire, floods, earthquake, war, military actions of any kind, blockade, embargo on exports or imports, changes in blockchain technology (broadly construed), changes in the Ethereum or any other blockchain protocols or any other force outside of our control, or any other force majeure circumstances as they are designated in any applicable jurisdiction. By investing in the Token Sale and the Tokens, to the extent permitted under the applicable laws, you agree, that no other party, including, without limitation the Company, can be held liable for any loss arising out of, or in any way connected to, any force majeure event.
    • In the case of force-majeure, the time stipulated for the fulfillment of the obligations under these Terms shall be extended, for the period equal to that during which such circumstances and their consequences will remain in force.
  7. ENTIRE AGREEMENT
    • These Terms contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to the Token Sale and your purchase of Tokens.
    • In the event that the Company discovers that you, in your participation in the Token Sale, have engaged in unfair, excessive or abusive usage or conduct, the Company reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Company from losses, damages, harm or degradation of any form and manner.
  8. TAXES
    • The purchase price that you pay for your purchase of Tokens (“Purchase Price”) shall be exclusive of all taxes that are applicable to your purchase, receipt and holding of Tokens in any jurisdiction (“Payable Tax”).
    • You shall be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities. You shall be solely liable for all penalties, claims, fines, punishments, or other liabilities arising from the non-fulfilment or non-performance to any extent of any of your obligations in relation to the Payable Tax.
    • The Company shall not be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities.
  9. DISPUTE RESOLUTION; ARBITRATION
    • Governing Law. These Terms shall be governed by and construed in accordance with the laws of British Virgin Islands, excluding conflicts of laws principles.
    • Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (i) waive your and 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 Company’s respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
    • No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and 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 individuals.
    • Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by email to Company at support@opulabs.com. Notice to you shall be by email to then-current email address in your account. 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 Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this Section 18, commence an arbitration proceeding.
    • Any arbitration will occur in San Jose, California. Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the International Chamber of Commerce (“ICC”), which are hereby incorporated by reference. The federal and state courts sitting in San Jose, California will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
    • Authority of Arbitrator. As limited by these Terms and the applicable ICC rules, 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 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.
    • Rules of ICC. The rules of ICC and additional information about ICC are available on the ICC website. By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the rules of ICC, or (ii) waive your opportunity to read the rules of ICC and any claim that the rules of ICC are unfair or should not apply for any reason.
    • Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this Section 18 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 18 will remain valid and enforceable.
  10. SEVERANCE AND PARTIAL INVALIDITY
    • If any of these Terms is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of these Terms shall continue to be valid and in full force and effect. You hereby acknowledge that if any court or arbitrator determines that any covenant or obligation of these Terms is excessive in duration or scope, unreasonable, or unenforceable under the relevant laws, that the court or arbitrator should modify or amended that covenant or obligation to render it enforceable to the maximum extent permitted under such laws.
    • The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
  11. LANGUAGE

These Terms are originally written in the English language.  Although these Terms may be translated into other languages, the original English version governs.

ANNEX

RISK FACTORS

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

RISKS RELATING TO PARTICIPATION IN THE TOKEN SALE

There is no prior market for Tokens and the Token Sale may not result in an active or liquid market for the Tokens.

Prior to the Token Sale, there has been no public market for the Tokens. In the event that the Tokens are traded on a cryptocurrency exchange, there is no assurance that an active or liquid trading market for the Tokens will develop or if developed, be sustained after the Tokens have been made available for trading on such cryptocurrency exchange. There is also no assurance that the market price of the Tokens will not decline below the Purchase Price. The Purchase Price may not be indicative of the market price of the Tokens after they have been made available for trading on a cryptocurrency exchange.

A Token is not a currency issued by any central bank or national, supra-national or quasi-national organization, nor is it backed by any hard assets or other credit. The Company is not responsible for nor does it pursue the circulation and trading of Tokens on the market. Trading of Tokens merely depends on the consensus on its value between the relevant market participants, and no one is obliged to purchase any Token from any holder of the Token, including the purchasers, nor does anyone guarantee the liquidity or market price of Tokens to any extent at any time. Accordingly, the Company cannot ensure that there will be any demand or market for Tokens, or that the Purchase Price is indicative of the market price of Tokens after they have been made available for trading on a cryptocurrency exchange.

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

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

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

Negative publicity involving the Company, the Opu Platform, the Tokens or any of the key personnel of the Company may materially and adversely affect the market perception or market price of the Tokens, whether or not such negative publicity is justified.

There is no assurance of any success of the Opu Platform.

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

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

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

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

The prices of cryptographic tokens in general tend to be relatively volatile and can fluctuate significantly over short periods of time. The demand for, and correspondingly the market price of, the Tokens may fluctuate significantly and rapidly in response to, among others, the following factors, some of which are beyond the control of the Company:

(a) new technical innovations;

(b) analysts’ speculations, recommendations, perceptions or estimates of the Token’s market price or the Company’s financial and business performance;

(c) changes in market valuations and token prices of entities with operations similar to that of the Company that may be made available for sale and purchase on the same cryptocurrency exchanges as the Tokens;

(d) announcements by the Company of significant events, for example partnerships, sponsorships, new product developments;

(e) fluctuations in market prices and trading volume of cryptocurrencies on cryptocurrency exchanges;

(f) additions or departures of key personnel of the Company;

(h) success or failure of the Company’s management in implementing business and growth strategies; and

(i) changes in conditions affecting the blockchain or financial technology industry, the general economic conditions or market sentiments, or other events or factors.

The funds raised in the Token Sale are exposed to risks of theft.

The Company will make every effort to ensure that the funds received from the Token Sale will be securely held at the Designated Address. Further, upon receipt of the funds, the Company will make every effort to ensure that the funds received will be securely held through the implementation of security measures. Notwithstanding such security measures, there is no assurance that there will be no theft of the cryptocurrencies as a result of hacks, mining attacks (including but not limited to double-spend attacks, majority-mining-power attacks and “selfish-mining” attacks), sophisticated cyber-attacks, distributed denials of service or errors, vulnerabilities or defects on the Sale Website, Designated Address, the Bitcoin blockchain, Ethereum blockchain, or any other blockchain, or otherwise. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. In such event, even if the Token Sale is completed, the Company may not be able to receive the cryptocurrencies raised and the Company may not be able to utilize such funds for the development of the Opu Platform, and the launch of the Opu Platform might be temporarily or permanently curtailed. As such, the issued Tokens may hold little worth or value, and this would impact its trading price. The Tokens are uninsured, unless you specifically obtain private insurance to insure them. In the event of any loss or loss of value, you may have no recourse.

RISKS RELATING TO THE EHTEREUM WALLET

The loss or compromise of information relating to your Ethereum Wallet may affect your access and possession of the Tokens.

Your access to the Tokens in the Ethereum Wallet depends on, among other things, the safeguards to the information to such Ethereum Wallet, including but not limited to the user account information, address, private key and password. In the event that any of the foregoing is lost or compromised, your access to the Ethereum Wallet may be curtailed and thereby adversely affecting your access and possession to the Tokens, including such Tokens being unrecoverable and permanently lost.

The Ethereum Wallet or Ethereum Wallet service provider may not be technically compatible with the Tokens.

The Ethereum Wallet or Ethereum Wallet service provider may not be technically compatible with the Tokens which may result in the delivery of Tokens being unsuccessful or affect your access to such Tokens.

RISKS RELATING TO THE COMPANY

The Opu Platform is operated and maintained by the Company. Any events or circumstances which adversely affect the Company may have a corresponding adverse effect on the Opu Platform if such events or circumstances affect the Company’s ability to maintain the Opu Platform. This would correspondingly have an impact on the trading price of the Tokens.

The Company may be materially and adversely affected if it fails to effectively manage its operations as its business develops and evolves, which would have a direct impact on its ability to maintain the Opu Platform and consequently the trading price of the Tokens.

The financial technology and cryptocurrency industries and the markets in which the Company competes have grown rapidly and continue to grow rapidly and evolve in response to new technological advances, changing business models and other factors. As a result of this constantly changing environment, the Company may face operational difficulties in adjusting to the changes, and the sustainability of the Company will depend on its ability to manage its operations, adapt to technological advances and market trends and ensure that it hires qualified and competent employees, and provide proper training for its personnel. As its business evolves, the Company must also expand and adapt its operational infrastructure. The Company’s business relies on its blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart-contract technology, and to manage technical support infrastructure for the Opu Platform effectively, the Company will need to continue to upgrade and improve its data systems and other operational systems, procedures and controls. These upgrades and improvements will require a dedication of resources, are likely to be complex and increasingly rely on hosted computer services from third parties that the Company does not control. If the Company is unable to adapt its systems and organization in a timely, efficient and cost-effective manner to accommodate changing circumstances, its business, financial condition and results of operations may be adversely affected. If the third parties whom the Company relies on are subject to a security breach or otherwise suffer disruptions that impact the services the Company utilizes, the integrity and availability of its internal information could be compromised, which may consequently cause the loss of confidential or proprietary information, and economic loss. The loss of financial, labor or other resources, and any other adverse effect on the Company’s business, financial condition and operations, would have a direct adverse effect on the Company’s ability to maintain the Opu Platform. As the Opu Platform is the main product to which the Tokens relate, this may adversely impact the trading price of the Tokens.

The Company may experience system failures, unplanned interruptions in its platform or services, hardware or software defects, security breaches or other causes that could adversely affect the Company’s infrastructure and/or the Opu Platform.

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

The Company’s platform or services, which would include the Opu Platform, could be disrupted by numerous events, including natural disasters, equipment breakdown, network connectivity downtime, power losses, or even intentional disruptions of its services, such as disruptions caused by software viruses or attacks by unauthorized users, some of which are beyond the Company’s control. Although the Company has taken steps against malicious attacks on its appliances or its infrastructure, which are critical for the maintenance of the Opu Platform and its other services, there can be no assurance that cyber-attacks, such as distributed denials of service, will not be attempted in the future, and that any of the Company’s enhanced security measures will be effective. The Company may be prone to attacks on its infrastructure intended to steal information about its technology, financial data or user information or take other actions that would be damaging to the Company and users of the Opu Platform. Any significant breach of the Company’s security measures or other disruptions resulting in a compromise of the usability, stability and security of the Company’s network or services (including the Opu Platform) may adversely affect the trading price of the Tokens.

We are dependent in part on the location and data center facilities of third parties.

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

General global market and economic conditions may have an adverse impact on the Company’s operating performance, results of operations and cash flows.

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

The Company or the Tokens may be affected by newly implemented regulations.

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

There may be unanticipated risks arising from the Tokens.

Cryptographic tokens such as the Tokens are a relatively new and dynamic technology. In addition to the risks included in this Annex, there are other risks associated with your purchase, holding and use of the Tokens, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex.

OTHER RISKS

The Tokens are subject to risks associated with the Ethereum blockchain.

Because the Tokens are based on the Ethereum blockchain, any malfunction, breakdown or abandonment of the Ethereum blockchain may have a material adverse effect on the Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens, including the utility of the Tokens, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum blockchain, or attacks by miners in the course of validating Token transactions on the Ethereum blockchain, including, but not limited to, double-spend attacks, majority-mining-power attacks, and selfish-mining attacks.

The tax treatment of the Tokens is uncertain.

Tax treatment and characterization of the Tokens is uncertain. You must seek your own tax advice in connection with purchasing the Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes, indirect taxes and tax reporting requirements.

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