THESE DREAM TOKEN SALES TERMS (THE TERMS) ARE THE TERMS AND CONDITIONS ON WHICH DREAM MANAGEMENT LIMITED (THE COMPANY) OFFER THE DREAM TOKEN FOR SALE (DEFINED BELOW) AND ON WHICH THE CONTRIBUTOR (THE CONTRIBUTOR AND/OR YOU) HEREBY ACKNOWLEDGE AND ACCEPT THE OFFER AND PURCHASE OF THE DREAM TOKEN.
THE DREAM TOKEN WILL NOT BE AVAILABLE TO INDIVIDUALS OR ENTITIES THAT ARE ORDINARILY RESIDENT IN THE UNITED STATES OF AMERICA OR THE PEOPLE’S REPUBLIC OF CHINA.
PERSONS FROM THE UNITED STATES OF AMERICA OR THE PEOPLE’S REPUBLIC OF CHINA THAT PARTICIPATE IN THE TOKEN SALE BY PROVIDING FALSE OR INACCURATE INFORMATION ABOUT THEIR CITIZENSHIP, RESIDENCY AND/OR NATIONALITY SHALL BE IN BREACH OF THESE TERMS AND SHALL BE REQUIRED TO FORFEIT THE DREAM TOKENS AND INDEMNIFY COMPANY IN RESPECT OF ANY DAMAGES AND/OR LOSSES SUFFERED DUE TO THIS BREACH IN ACCORDANCE WITH THE INDEMNIFICATION PROVISIONS SET OUT IN THESE TERMS.
PLEASE READ THESE TERMS CAREFULLY. THEY ARE TO BE READ IN CONJUNCTION WITH THE PROJECT DOCUMENTATION (AS DEFINED BELOW); PROVIDED, HOWEVER, THAT IN CASE OF DISCREPENCY THESE TERMS SHALL PREVAIL ON ANY CONFLICTING TERMS PRESENT IN THE PROJECT DOCUMENTATION;
BY MAKING A CONTRIBUTION TO THE COMPANY FOR THE PURCHASE OF ANY DREAM TOKEN FROM THE COMPANY DURING THE CONTRIBUTION PERIOD (AS DEFINED BELOW), YOU WILL BE ACCEPTING THESE TERMS AND THE THESE TERMS SHALL CONSTITUTE THE FINAL AND BINDING AGREEMENT BETWEEN YOU AND THE COMPANY FOR THE SALE AND PURCHASE OF THE DREAM TOKEN.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT MAKE A CONTRIBUTION FOR THE PURCHASE OF DREAM TOKEN AND NAVIGATE AWAY FROM THE WEBSITE (AS DEFINED BELOW).
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY US:
DREAM TOKENS ARE SOLD ON AN ȊAS ISȋ AND ȊAS AVAILABLEȋ BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS RELATING TO DREAM TOKENS (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 DREAM TOKENS 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 DREAM TOKENS OR THE DELIVERY MECHANISM FOR DREAM TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NEITHER THESE TERMS NOR THE PROJECT DOCUMENTATION CONSTITUTE A PROSPECTUS OR OFFERING DOCUMENT, AND ARE NOT AN OFFER TO SELL, NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION. DREAM TOKENS SHOULD NOT BE ACQUIRED FOR SPECULATIVE OR INVESTMENT PURPOSES WITH THE EXPECTATION OF MAKING A PROFIT ON IMMEDIATE OR FUTURE RE- SALE.
NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED ANY OF THE INFORMATION SET OUT IN THESE TERMS AND/OR THE PROJECT DOCUMENTATION. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES OF ANY JURISDICTION. THE PUBLICATION, DISTRIBUTION OR DISSEMINATION OF THESE TERMS AND/OR THE PROJECT DOCUMENTATION DOES NOT IMPLY THAT APPLICABLE LAWS, REGULATORY REQUIREMENTS OR RULES HAVE BEEN COMPLIED WITH.
The Company is incorporated and registered in Gibraltar with registration number 117001.
The Company is the creator and owner of the DREAM Token.
The Company is willing to offer the DREAM Token subject to the Terms.
The Company may be contacted via email at [email protected]
In these Terms, the following words shall have the following definitions:
|Contributor||means a person who makes a Contribution and is not ordinarilyresident in the United States of America or the People’s Republic of China.|
|Contribution||means the contribution made by the buyer to the Company for the DREAM Token which must be in Ether only.|
|Contribution Period||means the period within which the DREAM Token can be purchased which shall commence on the 9th June 2018 and end on the satisfaction of either the Hard Cap being reached or a date at of the sole and absolute discretion of the Company.|
|Data Controller||means a “data controller” as defined in the Data Protection Act 2004.|
|Data Subject||means a “data subject” as defined in the Data Protection Act 2004.|
|DREAM Platform||means the decentralized platform aimed at providing smart contract and blockchain based solutions by bringing together entrepreneurs, freelancers and investors with the objective of maximizing the success of projects and start-ups which is proposed to be developed by the Company as further detailed in the Project Documentation.|
|DREAM Token||means the digital token generated and distributed by the Company on the Ethereum ledger in accordance with ERC-20 standard.|
|ETH and/or Ether||is the cryptocurrency whose blockchain is generated by Ethereum.|
|Hard Cap||means the maximum amount the company will receive in Ether during the private-sale, pre-sale and the main sale. Such amount is the equivalent of USD $16,800,000 (sixteen million and eight hundred thousand US dollars). On or before the commencement of the Contribution Period the Company shall publish on the Website the number of Ether that shall be equivalent to USD $16,800,000.|
|ICO||means the initial coin offering by DREAM Management Limited.|
|Insolvent||means “insolvent” as defined in the Insolvency Act 2011.|
|Intellectual Property||means any and all patents, rights to inventions, copyright and related rights, moral rights, trademarks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights orforms of protection which subsist or will subsist now or in the future in any part of the world.|
|KYC||means know your client and customer due diligence procedures in accordance with the Drugs Trafficking Offences Act and the Proceeds of Crime Act 2015.|
|Personal Data||means “personal data” as defined in the Data Protection Act 2004.|
|Project||means the Website and the Whitepaper|
|Soft Cap||means the minimum aggregate contribution target that will enable the Company to create the DREAM Platform. This will be the equivalent of USD $6,500,000 to be received in ETH before the conclusion of the Contribution Period.|
|Tax||means all forms of taxation, duties, imports, levies, withholding, taxes, rates and charges of whatsoever nature whether in Gibraltar or elsewhere in any part of the world wherever or whenever, created or imposed and includes (without limitation) corporation tax, advance corporation tax, income tax, VAT, customs and other import duties, excise duties, stamp duty, stamp duty reserve tax, stamp duty land tax, capital duty, social insurance contributions, foreign taxation and any payment whatsoever which any party may be or become bound tomake to any authority in any jurisdiction where he resides and/or carries on business.|
|Third Party Claims||means the defined in clause 24.|
|Token Distribution||means the distribution of DREAM Token by the Company.|
means each of the:
|Warranties and/or Warranty||means the warranties in schedule 1 to these Terms.|
|Website||means the Company’s website: http://tokensale.dream.ac|
|Whitepaper||means the whitepaper issued by the Company on which the Companydetails the terms of each of its Token Offerings and can be found on the Website.|
Unless otherwise stated, all references to a legislative provision shall be construed as including references to:
Legislative provisions in Gibraltar;
any legislative provision which modifies, consolidates, re-enacts or supersedes it;
any subordinate and/or subsidiary legislation;
any legislative provisions of which it is a consolidation, re-enactment or modification pursuant to it.
Except where the context otherwise requires, words denoting the singular include the plural and vice versa; references to a Ȋpersonȋ include any individual, firm, partnership, association, joint venture, state, agency of state, unincorporated association or body corporate (whether or not having a separate legal personality); references to any gender include all genders
Unless otherwise stated, a reference to a Clause, sub-Clause or Schedule is a reference to a clause or sub-clause of, or a schedule to, these Terms.
Clause headings are for ease of reference only and shall not affect the construction of these Terms.
A reference to:
any Party includes its successors in title and permitted assigns; and
any provision of this agreement is to that provision as amended in accordance with the terms of this agreement.
General words shall not be given a restrictive meaning:
if they are introduced by the word Ȋotherȋ by reason of the fact that they are proceeded by words indicating a particular class of act, matter or thing; or
by reason of the fact that they are followed by particular examples intended to be embraced by those general words.
The ejusdem generis rule shall not apply so that general words shall not be given a restrictive interpretation by reason of their being preceded or followed by words indicating a particular class of acts, matters, circumstances or things.
The Schedule forms part of these Terms and shall have effect as if set out in the full body of these Terms; any reference to this agreement these Termsincludes the Schedule.
Words such as “hereunder”, “hereto”, “hereof” and “herein” and other words commencing with “here” shall unless the context clearly indicates to the contrary refer to the whole of this agreement and not to any particular section, clause or paragraph hereof.
Scope of Terms
These Terms (including any terms incorporated by reference) govern the terms of your Contribution to the Company for the purchase of DREAM Token during the Contribution Period.
In order to calculate the DREAM Token to be allocated following a Contribution, the Company shall use the allocation methods set out in this clause 4.
During the Contribution Period, the price per DREAM Token may be determined in accordance with the following DREAM Token price schedule:
|Discount||Price Per DREAM||Total DREAM||Raise (USD)||% of Total DREAM Supply|
Actual Contribution to purchase DREAM Token shall made by you in ETH in accordance with clause 4. Therefore, on or before the commencement of the Contribution Period, the Company shall publish on the Website the exact number of ETH that shall be the equivalent to One (1) DREAM Token. Please note that the Company will determine the exchange rate between ETH and the DREAM Token at its sole and absolute discretion. The above table is for indication purposes only.
The Company may, at any time during the course of the Contribution Period, revise the number of ETH equivalent to One (1) DREAM Token in order to take into account adverse fluctuation in the exchange rate of ETH against USD. Such revision will be published on the Website.
If your Contribution results in the aggregate sum of Contributions received by theCompany exceeding the Presale or applicable Tier (as the case may be):
ETH received from you, which takes the aggregate sum of Contributions received by us up to the maximum amount of the Presale or any Tier, shall be exchanged for DREAM Token at the rate set out for the Presale or applicable Tier (as the case may be); and
ETH received from you in excess of the Presale or applicable Tier shall be exchanged for DREAM Token at the rate set out for the next Tier.
Know your Client
Before you are able to make a Contribution, or at any time after making a Contribution, the Company may at its sole and absolute discretion:
request that you provide certain information and documentation for the purposes of complying with any KYC or similar obligations to which the Company may be subject;
request and obtain certain other information about you in order to comply with applicable laws and regulations in to which the Company may be subject in connection with the distribution of DREAM Token to you; and
assess the risk of the Ethereum wallet address (or addresses) providedby you.
You agree that you shall, upon the Company’s request, promptly supply such information and documentation as may be reasonably requested by us to:
carry out, to our satisfaction, all necessary KYC and/or any analogous checks; and
ensure, to our satisfaction, that we have complied with all applicable laws and regulations in connection with the distribution of DREAM Token.
You acknowledge and accept that we may refuse, reject or refund any Contributions for the purchase of DREAM Token (subject to any deductions due to transactional fees associated with the refund) until you provide all information and documentation that we may request under this clause 5 and we have determined that it is acceptable to allocate DREAM Token to you under applicable law and/or the Company’s risk appetite.
Contribution and Allocation of Tokens
The Contributor can only make a Contribution to the Company during the Contribution Period. Please note that Contributions must be made in Ether. Each and every Contributor must comply with Clause 5 prior to making a Contribution.
Contributions can only be sent from a Contributor’s Ethereum wallet that has been verified as part of the whitelisting process and has the infrastructure that iscompatible with the receipt, storage and transfer o f the DREAM Token (ȊContributor’s Ethereum Walletȋ).
The Company’s Ethereum Address shall only be made available to the Contributor on acceptance of these Terms and satisfaction of such other conditions as the Company shall determine in its sole and absolute discretion. To the extent that any third-party website, service or smart-contract offers to receive contributions and issue DREAM or facilitates the allocation or transfer of DREAM in any way during the Contribution Period, such third-party websites or services are not authorized by the Company nor do they have any legal or commercial relationshipin any way with the Company.
Contributors that send Contributions:
other than as described in clauses 6.1 and 6.2 above; or
to any third-party website, wallet, address, bank account, service or smart contract that offers DREAM inthe mannerdescribed inthis clause 6,
risk losing their entire Contribution and the Company shallnot be responsible or liablefor recovering or returning any suchContributions to the Contributor, nor shallthe Company be responsible or liable for any losses incurred by the Contributorinthis respect.
The Company has deployed a smart contract system (the “Smart Contract System”) on the Ethereum blockchain forthe purposes of creating DREAM Token and issuing the DREAM Token to the Contributor’s Ethereum Wallet. The Company shall keep a record of every detail pertaining to each and every Contribution received into the Company’s Ethereum wallet address.
Prior to the commencement of the Contribution Period, the Company shall undertake a verification procedure byreference to any information requested pursuant to clause 5. Provided the Company is successfully able to verify you, the Company shall send instructions to the Smart Contract System to:
accept contributions from your Ethereum Wallet; and
to issue DREAM Token to the Contributor’s Ethereum Wallet.
The SmartContract System will reject contributions from (i) any Ethereum wallet that has not been verified or (ii) any third party Ethereum wallet.
Subject tocompliance with the foregoing provisions,delivery of t h e DREAM Token shall be made on conclusion of the Contribution Period by sending DREAM Token directly to each Contributor’s Ethereum Wallet.If for whatever reason we are unable to deliver DREAM Token on conclusion of the Contribution Period, the Company shall exercise reasonable endeavours to procure that delivery shall bemade within a reasonable time thereafter.
On receipt of your contribution, such contribution shall immediatelybecome the soleand exclusive property of theCompany who shall be entitled to applythe contribution towards the development of the DREAM Platform and otheroperating expenses relating to our business. The application of your contribution shall be determined by us acting inoursoleand absolute discretion and we shall be under no obligation to inform you or otherwise verify how your contributionis used.
Close of Contribution Period
On conclusion of the Contribution Period, the Company shall publish a notice to that effect on the Website. You shall be required to check the Company’s Website in order to ensure that your contribution is made prior to the conclusion of the Contribution Period.
Subject to clause 7.1, Contributors who send their Contribution following the conclusion of the Contribution Period risk losing their entire Contribution and the Company shall not be responsible or liable for recovering or returning any such Contributions to the Contributor nor shall the Company be responsible or liable for any losses incurred to the Contributor in this respect.
If a Contribution is received by the Company following the conclusion of the Contribution Period, but before the Company has published a notice in accordance with clause 7.1, the Company shall, within a reasonable period of time following the conclusion of the ICO, exercise reasonable endeavours to procure thatsuch contribution is returned to the relevant Contributor. However,you acknowledge and accept that due to transaction fees, adverse fluctuations in the exchange rate of Ether against FIAT currencies and/ or administrative expenses incurred by the Company, the Contributor is unlikely to receive an amount equivalent to the Contributor’s Contribution and as such may receive an amount lower than was contributed.
Refunds, Refusals, Suspension and Termination ofContributions
The Company has imposed a minimum aggregate contribution target, which is the equivalent of $6,500,000 USD (the ȊSoft Capȋ) to be received in ETH before the conclusion of the Contribution Period (which for the avoidance of doubt shall include any amounts received by us during our pre-sale campaign).
If on conclusion of the Contribution Period, the Company has not received the equivalent of the Soft Cap, the Company shall, within a reasonable period of time following the conclusion of the Contribution Period, exercise reasonable endeavours to procure that Contributions are returned to all Contributors. However, you acknowledge and accept that due to:
the Ethereum blockchain’s transaction and/or mining fees;
adverse fluctuations in the exchange rate of ETH against USD; and/or
ministrative expenses incurred by us in returning the contribution, you are unlikely to receive an amount equivalent to your Contribution and that such refunded amount may be lower than the amountcontributed by you.
The 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’s Ethereum Wallet from which the Contribution was made; we do not warrant, represent or offer any assurances that we will successfully be able to recover and/or return any such Contributions.
Subject to clause 8.2 and the foregoing provisions of this clause 8 and except to the extent required by applicable law, all contributions received by the Company under these Terms are final and Contributors shall not be entitled to claim any refund or reimbursement of Contributions from the Company.
At any time prior to satisfaction of the Completion Conditions, the Company may either temporarily suspend or permanently abort the ICO for security reasons. Any suspension or abort of the ICO shall be deemed to commence from the moment that the Company publishes a notice to that effect on the Company’s Website.
During any period of suspension or in the event that the Contribution Period is aborted, the Smart Contract System will no longer be able to receive and accept Contributions, create DREAM Tokens and/or issue DREAM Tokens 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 8.5) risk losing their entire Contribution and we shall not be responsible or liable for recoveringor returning any such Contributions to the Contributor nor shall we be responsible or liable for any losses incurred by such Contributors in this respect. Contributors are therefore strongly advised to check the Company’s Website before sending a contribution to the Smart Contract System.
Nature of the DREAM Token
The purchase of the DREAM Token by the Contributor:
shall not provide the Contributor with any rights, whether express or implied, in respect of the Company or its revenues or assets, voting, distribution, redemption, liquidation, property (including all forms of Intellectual Property), or other financial or legal rights;
shall not provide the Contributor with any rights, whether express or implied, other than a limited potential future right or expectation to use and interact with the DREAM Platform as may be made available from time to time, (as further described in the Project Documentation), if and to the extent the DREAM Platform is successfully developed anddeployed. Any potential future right or expectation relating to use of DREAM Token on the DREAM Platform shall be subject to any restrictions and limitations set out in these Terms and/or the Platform Terms (as applicable).
shall not be deemed to be a loan, security and/or other form of debt finance to the Company;
shall not provide the Contributor with any equity, ownership (whether legal or beneficial) and/or other any other interest in the Company and/or the Project;
shall not entitle the Contributor to the provision of any goods or services by the Company; and/or
shall not constitute any form of money or legal tender (or representation thereof) in any jurisdiction;
shall not constitute a “financial instrument” as defined in the Financial Services (Markets and Financial Instruments) Act 2006 or “investments” as defined in schedule 1 of the Financial Services (Investment and Fiduciary Services) Act 1989.
The Company shall retain all rights, title and interest in all of the Company’s Intellectual Property, and the Contributor shall not use any of the Company’s Intellectual Property for any reason without the Company’s prior written consent.
The Company makes no warranties or representations and offers no assurances (in each case whether express or implied) that the DREAM Token shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes.
Audit of the Smart Contract System
The Company shall 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.
Notwithstanding clause 10.1, smart contract technology is still in an early stage of development and its application is currently of an experimental nature, which carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, while any audit conducted shall raise the level of security and accuracy of the Smart Contract System, you acknowledge, understand and accept that the audit does not amount to any form of warranty, representation or assurance (in each case whether express or implied) that the Smart Contract System and DREAM Tokens are fit for a particular purpose or that they are free from any defects, weaknesses, vulnerabilities, viruses or bugs which could cause, inter alia, the complete loss of your contribution and/or DREAM Tokens.
You are responsible for implementing all reasonable and appropriate measures for securing the Contributor’s Ethereum Wallet you use to send a Contribution to the Company and to receive and store DREAM Token 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 DREAM Tokens. The Company shall not be responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of DREAM Tokens nor shall we be under any obligation to recover or return any DREAM Tokens and we hereby exclude (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissionswhich result in your loss of (including your loss of access to) DREAM Tokens issued to you during the Token Sale.
By participating in and purchasing the DREAM Token, you hereby warrant and represent that each Warranty (as detailed in Schedule 1) is true, accurate and not misleading.
You acknowledge and agree that sending a Contribution to the Company, the creation and issue of DREAM Tokens and thedevelopment and deployment of the DREAM Platform carries significant financial, regulatory and reputational risks,including but not limited to those set out in Schedule 2 of these Terms.
BY MAKING A CONTRIBUTION TO THE COMPANY AND ACCEPTING THESE TERMS YOU EXPRESSLY ACKNOWLEDGE, ACCEPTAND ASSUME THE RISKS SET OUT HEREIN.
To the fullest extent permitted by applicable law, you shall indemnify, defend and hold harmless and reimburse the Company from and against any and all claims, actions, proceedings, claims, damages, demands, actions, losses, costs and expenses (including without limitation legal or other professional associated costs), incurred by the Company arising from or in connection with:
your purchase or use of DREAM Token;
your responsibilities or obligations under these Terms;
your breach of these Terms;
any inaccuracy in any representation or Warranty by you;
your breach of any rights of any other person or entity.
(together, “Third Party Claims”).
The Contributor warrants that it shall delegate the conduct of any legal proceedings (including any arbitration, negotiation or analogous proceedings) in respect of the Third Party Claim to the Company.
Limitation of liability
To the fullest extent permitted by applicable law, in no circumstances shall:
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 DREAM Tokens 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 DREAM, exceed the amount of your contribution.
Nothing in this clause shall exclude or limit the liability of the Company for dishonesty, fraud, willful misconduct or willful neglect by the Company.
You are solely responsible for determining whether your Contribution to the Company for the purposes described herein, the creation, ownership, use, sale or transfer of the DREAM Token, the potential appreciation ordepreciation in the value of the DREAM Token over time (if any), the allocation of the DREAM Token and/or any other action or transaction contemplated by these Terms will give rise to any Tax liability.
You are also solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all Tax to the competent tax authorities in the jurisdiction(s) in which you may be liable to pay tax. The Company shall not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any Tax (including, but not limited to, any income, capital gains, sales, value added or similar tax) which may arise from your contribution and acquisition of the DREAM Token and/or in connection with these Terms.
You 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 DREAM or any other action or transaction related to the DREAM Platform or the Token Sale.
You acknowledge that, in collating the KYC information in accordance with clause 5 of these Terms, we may require you to provide information and documents relating to:
your residential and/or business address;
the source of your wealth and/or the funds used to make a Contribution;
any information associated with the Ethereum wallet used for the Contribution; or
any other document from which you may be identified, (“Personal Data”).
We will not disclose your Personal Data save as expressly permitted by these Terms and/or the Data Protection Act and otherwise only with your prior consent.
The Contributor consents to the Company processing Personal Data relating to the Contributor for legal, administrative or administration and management purposes and consents to the Company making suchinformation available to any third party who provides products or services to the Company, regulatory authorities and as may be required by law.
The Company will keep a record of any processing of Personal Data it carries out on behalf of the Contributor.
At your request, the Company shall provide you with a copy of all Personal Data held by it in the format and on the media reasonably specified by you.
You acknowledge, understand, accept, represent and warrant that, in accepting these Terms, you are irrevocably consenting to the ability of the Company to process and/or transfer your Personal Data to another country within the European Economic Community.
You acknowledge, accept and understand that, if required and permitted under these Terms, we may transfer Personal Data to a country outside of the EEA on the basis that the recipient affords the Personal Data an adequate level of protection and on the basis that you have the same rights (and the ability to enforce those rights) in respect of your Personal Data with the recipient.
Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be sent by email:
in the case of the Company to the address 28 Irish Town, Gibraltar GX11 1AA;
in the case of the Contributor to the address held on record by the Company for the Contributor.
A notice sent in accordance with clause 18.1 shall be deemed to have been received at the time of transmission.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Dispute Resolution and 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.
Subject to clause 19.2, the Parties agree that any claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) shall first seek settlement of the Disputes by mediation in accordance with the London Court of International Arbitration Rules (the “Rules”), which are deemed to be incorporated by reference into this clause. If Disputes are not settled by mediation within 28 days of commencement of the mediation, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the Rules, which Rules are deemed to be incorporated by reference into this clause.
Clause 19.1 shall not apply to Disputes in which the Company seeks injunctive or other equitable relief for the alleged unlawful use of Intellectual Property.
Any Dispute arising out from or in connection with these Terms are personal to you and the Contributor will not be able to engage with any third party for the purposes of bringing a joint action against the Company with any other third parties in connection with these Terms.
Any mediation and arbitration brought by any party in connection with these Terms shall take place in Gibraltar and shall be conducted in English.
The arbitration shall be conducted by an independent third party appointed in accordance with the Rules.
If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement
We may amend these Terms from time to time, including where there are changes to the intended functionality of the DREAM Token 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 Website and we will change the “Last Updated” date at the top of these Terms. Any amended Terms shall become effective immediately upon the publication of such notice and updated Terms on the Website.
No Partnership or Agency
The Parties confirm that they are acting on their own and that nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
These Terms and the Whitepaper have been drafted and presented in the English language and the English version of these terms shall prevail over any translation of the same.
Rights and Remedies
The rights and remedies provided for under these terms are in addition to and not exclusive to any rights or remedies provided by law.
Neither Party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of their respective obligations under these Terms if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.
Third Party Rights
This agreement does not give rise to any rights of third parties.
These Terms, the Whitepaper and any Dispute arising from or in connection with them with it or its subject matter or formation shall be governed by and construed in accordance with the law of Gibraltar and the Courts of Gibraltar shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation.
In purchasing the DREAM Token, you irrevocably represent and warrant that:
you have read and understood these Terms;
you have read and understood the Whitepaper (including, for the avoidance of doubt, the risk warnings set out therein);
you have the necessary authority to accept and enter into these Terms and perform the obligations contained herein;
the acceptance of these Terms and the entry into a binding agreement with the Company shall not result in any breach of, bein conflict with, or constitute a material default under:
any provision of the Contributor’s constitutional documents (in the case of a body corporate);
any provision of any judgment, decree or order imposed on you by any court of competent jurisdiction, governmental authority and/or regulatory authority; and/or
any material agreement, obligation, duty or commitment to which you are a party or are bound;
you are not ordinarily resident in the United States of America or The People’s Republic of China.
you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, token storage facilities (including digital token wallets), distributed ledger technology, blockchain technology and analogous systems;
you have obtained sufficient information about the potential future use and functionality of the DREAM Token to make an informed decision to purchase the DREAM Token;
you understand that the DREAM Token confer only a limited potential future right or expectation to use and interact with the Company as more particularly described in the Whitepaper, and that the DREAM Token does not confer any other rights of any kind with respect to the Company, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms ofintellectual property rights), or other financial or legal rights.
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.
where the Contributor is an individual, you are at least 18 years of age and have sufficient legal capacity to accept these Terms and to enter into a binding agreement with the Company;
where the Contributor making a contribution for the purchase of the DREAM Token is a corporate entity, such entity is duly incorporated, registered and validly existing under the applicable laws of the jurisdiction in which it is incorporated;
where the Contributor is a body corporate, the individual(s) acting on its behalf have been duly authorised in accordance with that body corporate’s constitutional documents to accept these Terms and enter into a binding agreement with the Company for and on behalf of the body corporate;
you are making a contribution for the purchase of the DREAM Token to potentially use and interact with the Company at a future point in time and is not making a contribution under these Terms for any other use or purpose;
any contribution tobe made by you for the purchase of the DREAM Token isnot derived from or related to any unlawful activities;
you shall not use the DREAM Token to finance, engage in, or otherwise support any unlawful activities;
the contribution shall be transferred to the Company from an Ethereum wallet that:
is registered to the Contributor and that the Contributor is the owner of the private key of the Ethereum wallet; and
is not located inor that is not registered in the name of a person located inorresident of any country or territory that has been designated by the Financial Action Task Force as a “non-cooperative country or territory” (a “Prohibited Jurisdiction”);
making a contribution and receiving the DREAM Token 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 shall be made in full compliance with applicable laws;
you are not a citizen ofor resident or domiciled or, in the case of a body corporate, incorporated or registered in a Prohibited Jurisdiction or making a contribution for the purchase of the DREAM Token from a location in a Prohibited Jurisdiction;
you are not the subject of any sanctions administered or enforced by any country, government or international authority nor are you resident orestablished (in the case of a corporate entity) in a country or territory that isthe subject of a country-wide or territory-wide sanctions by any Governmentand/or regulatory authority;
you will comply with any and all Tax obligations in your jurisdiction of domicile and/or incorporation/registration (in the case of a body corporate);
you are not Insolvent.
you understand and accept the risks of participating in token generation events relating to early stage blockchain start-up businesses and acknowledge that these risks are substantial.
THIS SECTION ON RISK FACTORS IS NOT AND DOES NOT PURPORT TO BE A COMPLETE ENUMERATION OR EXPLANATION OF THE RISKS INVOLVED WITH THE PURCHASE OF DREAM TOKENS. THERE MAY BE ADDITIONAL MATERIAL RISKS THAT THE DIRECTORS DO NOT CURRENTLY CONSIDER TO BE MATERIAL OR OF WHICH THE DIRECTORS ARE NOT AWARE. THE FOLLOWING THEREFORE HIGHLIGHTS CERTAIN RISKS TO WHICH THE COMPANY IS SUBJECT TO AND WHICH THE COMPANY WISHES TO ENCOURAGE PURCHASER TO DISCUSS WITH THEIR OWN PROFESSIONAL ADVISORS.
Prospective DREAM Token purchasers should conduct such independent investigation and analysis regarding this Company, the DREAM Token and all other relevant market and economic factors as they deem appropriate to fully evaluate the merits and risk of their purchase.
The Company and its Directors disclaim any responsibility to advise purchasers of DREAM Token of the risk and considerations associated with the purchase of the DREAM Token as they exist at the date hereof or from time to time hereinafter.
Each prospective purchaser of any DREAM Token must determine, based on his/her own independent review and such professional advice (including, without limitation, tax, accounting, credit, legal and regulatory advice) as it deems appropriate, that the purchase of DREAM Token is appropriate and suitable for it, notwithstanding the clear and substantial risks inherent with the purchase of DREAM Token.
You should consult with your own legal, regulatory, tax, business, investment, financial and accounting professional advisors to the extent that you deem it necessary, and make your own decisions including decisions regarding the suitability of this purchase based upon your own judgement and upon advice from such professional advisors as you deem necessary and not upon any view expressed by any party mentioned in this Whitepaper.
The purchaser of a DREAM Tokens should be capable of evaluating the merits and risks of such a purchase and should have sufficient resources to be able to bear any losses (which may be equal to the whole purchased amount) that may result from such a purchase. Prospective purchasers of DREAM Tokens should be aware that the value of DREAM Tokens may go down as well as up and that they may not be able realise their purchase amount on the secondary market (if there is any).
Forward looking statements
Certain statements in this whitepaper constitute “forward looking statements” that are used on the beliefs of the Directors and reflect their current expectations. When used in this whitepaper or in any of the Company’s material, the words “estimate”, “project”, “believe”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may”, “should”, “would”, “will”, the negative of these words or such other variations thereon or comparable terminology are intended to identify forward-looking statements. Such statements reflect the views of the Directors at the time the statements are made with respect to future events based on information available at that time, and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in those forward-looking statements. The Directors assume no obligation to update or revise these statements to reflect current information, events, or circumstances, including changes in any risks or uncertainties that may impact them.
If any of the directors or officers of the Company cease to participate in the operation of the Company, the operations, objectives and activities of the Company may be adversely affected.
Liquidity of DREAM Tokens
As at the date of this whitepaper, there is no active secondary market for the DREAM Tokens. Whilst the Directors hope that the success of the Company will lead to a secondary market developing, there is no guarantee or assurance that a public market will ever develop. There is often no assurance that a purchaser of the DREAM Tokens will be able to sell or dispose of the DREAM Tokens.
Changes in Applicable Law and Regulation
The Directors believe that it is possible that emergency intervention by certain Governments may take place in the future in respect of ICOs. Such intervention may be implemented on an “emergency” basis, subjecting market participants without notice to a set of regulations which in some cases may be unclear in scope and in application.
Should any relevant laws or regulations change, the legal requirements to which the Company and the DREAM Tokens may be subject could differ materially from currentrequirements. No assurance can be given that future legislation, administrative rulings or court decisions will not adversely affect the Company and the DREAM Tokens.
The Company may be subject to a number of unusual risks, including contradictory legislation, incomplete, unclear and changing laws, ignorance or breaches of regulations on the part of other market participants, lack of established or effective avenues for legal redress, lack of standard practices and confidentiality customs characteristic of developed markets and lack of enforcement of existing regulations.
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 DREAM Platform, including its termination and the loss of DREAM Tokens for the Contributor. Additionally, regulation of proposed activities of the DREAM Platform is currently uncertain. It is not known what regulatory framework the proposed DREAM Platform 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 necessary licenses so that it may lawfully carry out its proposed business activities.
Early Stage Companies
The Company is a start-up and has no operating history against which purchasers of the DREAM Tokens may consider the appropriateness of purchasing the DREAM Tokens.
Many risks and uncertainties affect start-up and early stage companies, which often have very limited operating history, profits or cash flow. There can be no assurance of the success of such enterprises. Their potential must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with new or developing businesses, including technology risks, unproven business models, untested plans, uncertain market acceptance, competition and lack of revenues and financing.
The technological fields and markets that many start-up and early stage companies address have undergone and are expected to continue to undergo rapid and significant change. Rapid technological developments may result in the technology of companies becoming obsolete, uneconomical or uncompetitive before any commercial success or financial return can be achieved. Numerous other risks may affect developing companies and ventures, including risks that products or services will be found to be ineffective, unreliable, unsafe or uncompetitive and risks that such companies' technologies, products or service will not achieve market acceptance or penetration. Market acceptance of new products, services or technologies depends on many factors and uncertainties and cannot be assured.
Start-up and early stage companies may compete with entities that have established businesses, relationships and positions in the market and that have much more substantial financial, business, technological, marketing and distribution assets, operations and resources. There can be no assurance that any developing company will be able to compete successfully with more established companies.
These companies may be overly dependent on the vision, skill and leadership of a single or limited number of executives. In a start-up business, the loss or disability of a key person(s) can result in significant financial hardship, in some cases the failure of the company. More than other businesses, start-ups are highly dependent on the skills and contributions of very few key employees
Any projections, forecasts, plans or other forward-looking statements are subject to numerous risks, uncertainties, changing circumstances and other factors that could cause actual results, performance, plans, prospects, operations and opportunities to differ materially from any forward-looking statements, including competition, inability to identify and do business with appropriate customers, existing and future law and regulations, liabilities under the securities laws, inability to hire, retain or qualify sufficient management and staff, general economic conditions, rapid technological change, cost overruns, delays in bringing products or services to market, marketing failures, difficulty in penetrating markets, delays or failures in developing anticipated capabilities, products or services, failure to obtain necessary regulatory approvals, insufficient funding, lack of availability of capital, rates of economic growth, levels of consumer and business spending, conditions in the technology and financial industries, dependence on strategic partners and business relationships, unproven business models, adverse developments affecting customers and end-users, fluctuations in securities markets and valuations, limited marketing, expansion risks, losses and costs, uncertain revenues and profitability, conditions in particular industries, accounting problems, costs, delays and liabilities arising from legal proceedings, failure to obtain and maintain intellectual property or proprietary rights and management failures.
Gibraltar is a British Overseas Territory. It is part of the EU, having joined the European Economic Community with the United Kingdom in 1973 by virtue of Article 355(3) (ex 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. The UK voted to leave the EU on the 23rd June 2016. Article 50 has been triggered but no agreement has been made as to the relationship between the UK and the EU. It is not yet clear whether any agreement will include Gibraltar.
The Kingdom of Spain has not conceded its claim to sovereignty over Gibraltar. There can be no assurance or certainty as to the outcome of any future discussions on the question of Gibraltar's sovereignty, nor of how any change of sovereignty would affect the regulation and taxation of entities incorporated or operating in or from within Gibraltar. The above could impact on the Company’s ability to undertake business in or from within Gibraltar.
Banking and custody arrangements
The Company’s cash will be held by a bank. The Company acknowledges that any such deposits are not guaranteed by the bank and are exposed to losses incurred in the event of the insolvency or failure of the bank. The Company will take credit risk against any party which is holding its cash. The Company will therefore rank as a general unsecured creditor in the event of the insolvency or failure of the bank with which deposits or instruments have been placed. Regulatory Supervision
The Company and the DREAM Tokens are not regulated by the Gibraltar Financial Services Commission or any other regulatory or supervisory authority. The Gibraltar Financial Services Commission does not vouch for the financial soundness of the Company, the DREAM Tokens or for the correctness of any statements made, or opinions expressed with regards to it.
Risk of software weaknesses
Because DREAM Token, the Smart Contract System and the DREAM Platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on DREAM Tokens, the Smart Contract System and/or the DREAM Platform. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the DREAM Tokens (including the utility of DREAM Tokens for obtaining services), the Smart Contract System and/or the DREAM Platform, 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 DREAM Tokens 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 DREAM Tokens.
Risks associated with uncertain regulations and enforcement actions
The regulatory status of DREAM Tokens 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 DREAM Platform and DREAM Tokens. 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 DREAM Platform and DREAM Tokens. Regulatory actions could negatively impact the DREAM Platform and DREAM Tokens, in various ways, including, for purposes of illustration only, through a determination that DREAM Tokens 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.
Risk of abandonment / lack of success
The creation and issue of DREAM Tokens and the development of the DREAM Platform may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). There is no assurance that, even if any such DREAM Platform is partially or fully developed and launched, you will receive any benefits through DREAM Tokens that you hold.
Risk associated with other applications
The DREAM Platform may give rise to other, alternative projects, promoted by unaffiliated third parties, under which DREAM Tokens will have no intrinsic value. This means that competitors may produce platforms that compete with the DREAM Platform and may not accept DREAM Tokens as payment for services within such platforms; further, such platforms may become more popular and have greater success than the DREAM Platform. The DREAM Platform relies on software and other technology which may malfunction and/or work in a manner that is not intended, resulting in loss of DREAM Tokens and/or access to the DREAM Platform.
Risks associated with markets for DREAM Tokens
The Company may choose not enable or otherwise facilitate any secondary speculative trading or any such external valuation of DREAM Tokens. This may restrict the contemplated avenues for using DREAM Tokens and could therefore create illiquidity risk with respect to any DREAM Tokens you own. Even if secondary trading of DREAM Tokens 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 DREAM Tokens (e.g. as denominated in a crypto or fiat currency), such value may be extremely volatile and diminish to zero. You acknowledge that any contribution that you make under these Terms 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.
Risk of losing access to tokens due to loss of private key(s), custodial error or your error
DREAM Tokens 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 DREAM Tokens associated with your Ethereum Wallet may be unrecoverable and permanently lost. Additionally, any third party that gains access to your private key, including by gaining access to the login credentials relating to your Ethereum Wallet, may be able to misappropriate your DREAM Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store DREAM Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your DREAM Tokens.
Risk of theft
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 DREAM Tokens, adversely impacting the ability to develop the DREAM Platform and derive any usage or functionality from DREAM Tokens. Furthermore, because the DREAM Platform 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 DREAM Platform, which could negatively affect the DREAM Platform and DREAM Tokens.
Risk 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 delivery of the DREAM Tokens via the Smart Contract System, and that a majority of miners could agree at any point to make changes, updates, modifications to, or effect a deletion or destruction of the Smart Contract System, and that such a scenario could lead to the DREAM Tokens losing intrinsic value and/or functionality.
Risk of incompatible wallet service
The wallet or wallet service provider used to receive DREAM Tokens must conform to the ERC20 token standard in order to be technically compatible with DREAM Tokens. The failure to ensure such conformity may have the result that you will not gain access to your DREAM Tokens
Risk of hard-fork
The DREAM Platform will need to go through substantial development works as part of which it may become the subject of significant conceptual, technical and commercial changes before release. As part of the development, an upgrade to DREAM Tokens may be required (hard-fork of DREAM Tokens) and that, if you decide not to participate in such upgrade, you may no longer be able to use your DREAM Tokens and any non-upgraded DREAM Tokens may lose its functionality in full.
Risk of uninsured losses
Unlike bank accounts or accounts at some other financial institutions, DREAM Tokens 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.
Risks arising from taxation
The tax characterization of DREAM Tokens is uncertain. You must seek your own tax advice in connection with acquisition, storage, transfer and use of DREAM Tokens, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.
Risk of an unfavourable fluctuation of Ethereum and other currency value
The Company intends to use the contributions received to fund the development of DREAM Tokens, the DREAM Platform and various other operating expenses. The contributions received will be denominated in ETH, and may be converted into other cryptographic and fiat currencies. If the value of ETH or other currencies fluctuates unfavourably during or after the Contribution Period, the Company may not be able to fund the development of, or may not be able to maintain, the DREAM Platform in the manner that it intended.
Risk of dissolution of the Company or network
It is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of ETH (or other cryptographic and fiat currencies), decrease in DREAM Tokens utility due to negative adoption of the DREAM Platform, the failure of commercial relationships, or intellectual property ownership challenges, the DREAM Platform may no longer be viable to operate and the Company may dissolve and may not be able to continue the development of the DREAM Platform.
Risks arising from lack of governance rights
Because DREAM Tokens confer no governance rights of any kind with respect to the DREAM Platform 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 DREAM Platform including, but not limited to, decisions to discontinue the DREAM Platform, to create and issue more DREAM Tokens, will be made by the Company. These decisions could adversely affect the DREAM Platform and/or DREAM Tokens you hold
Risks associated with the development and maintenance of the DREAM Platform
The DREAM Platform is still under development and may undergo significant changes over time. Although we intend for the DREAM Tokens and DREAM Platform to function as described in the Project Documentation, and intend to take commercially reasonable steps towards those ends, we may have to make changes to the specifications of the DREAM Tokens or the DREAM Platform 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 DREAM Platform, what products or services will be offered through the DREAM Platform by third parties, or how third-party products and services will utilize DREAM Tokens (if at all). This could create the risk that the DREAM Tokens or DREAM Platform, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and participate in the DREAM Platform, it is still possible that the DREAM Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the DREAM Platform and DREAM Tokens, and the potential utility of the DREAM Tokens, including the utility of the DREAM Tokens for obtaining services and/or offering rewards and/or being used in the manner intended at the time of the Token Sale.
Risk of Competing Platforms
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the DREAM Platform and attempt to facilitate services that are materially similar to the services offered by or within the DREAM Platform. The DREAM Platform may compete with these alternatives, which could negatively impact the DREAM Platform and DREAM Tokens, including the utility of the DREAM Tokens for obtaining services offered by or within the DREAM Platform.
Cryptographic tokens such as DREAM Tokens are a new and untested technology. In addition to the risks set out in this Schedule 2 to these Terms, there are other risks associated with your acquisition, storage, transfer and use of DREAM Tokens, including those that the Company may not be able to anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks set out in this Schedule 2 to these Terms.
THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE EXPLANATION OF THE RISKS INVOLVED WITH THE COMPANY AND THE DREAM TOKENS.