Terms and Condition
General Terms and Conditions for
the purchase of LIBRUM tokens
Initial Coin Offering (ICO)
(06 January 2022)
These Terms and Conditions apply to the sale of the LIBRUM Token in the Initial Coin Offering (ICO).
These General Terms and Conditions are agreed between MatrixChain OÜ, a European company (hereinafter "Company") with its registered office in Estonia, Harju maakond, Jõe tn 4c, Kesklinna linnaosa, 10151 Tallinn, and any legal entity or natural person (hereinafter "Buyer") who meets the requirements set out in these General Terms and Conditions (hereinafter "GTC") and has agreed to these General Terms and Conditions.
Only these GTC are binding for the entire sale. Other GTC that deviate from this, in particular those of the contractual partner, shall expressly not become part of the contract.
The company MatrixChain OÜ markets applicable solutions based on its own developed blockchain (LibrumCHAIN).
The current blockchain version is expected to be finally programmed by the end of the second quarter of 2022 and will depict various use cases. Details can be found in the current white paper.
The Buyer acquires LIBRUM Tokens against payment to MatrixChain OÜ within the scope of the Initial Coin Offering, which allow him to participate in the success of LibrumCHAIN. The Company expressly points out that the purchase of these tokens is associated with considerable risks, which are described in detail in the risk notices in the appendix to these 1GTC and for which the Company cannot give any assurance that these risks will not occur.
Having said this, the Company and the Buyer agree as follows:
- 1. Scope of application and priority of the GTC
In the event of any inconsistency between these Terms and Conditions including the Risk Notice (see Appendix 1) and the White Paper, these Terms and Conditions including the Risk Notice (see Appendix1 ) shall prevail.
These General Terms and Conditions exclusively govern the contractual relationship between the Company and the purchaser of this Initial Coin Offering and therefore do not confer any rights or claims on any third party, even with third party protective effect.
- 2. Price of the token / phases of the ICO
The initial price is 0, 039999EUR per LIBRUM token (Phase I until 18.02.2022). Accepted currencies are Euro (EUR) and various cryptocurrencies such as Bitcoin and Ethereum. If you pay with a credit card, you can also pay in US dollars (USD), Swiss francs (CHF) or British pounds (GBP). Pricing based on supply and demand of tokens will not take place until the start of public trading of LIBRUM tokens on at least one exchange (planned for Q3/2022).
The token sale within the framework of the ICO takes place in 5 phases.
The sale will start on 06 January 2022 at 00:01 CET and end on 15 April 2022 at 00:00 CET.
During the 5 phases of the LIBRUM Token ICO, the following purchase prices will be set:
- Phase I: 06.01.2022 - 18.02.2022 = € 0.039999 / LIBRUM Token
- Phase II: 19.02.2022- 04.03.2022= € 0.049999 / LIBRUM token
- Phase III: 05.03.2022 - 18.03.2022 = € 0.059999 / LIBRUM token
- Phase IV:19.03. 2022 -01.04. 2022 = € 0.064449/ LIBRUM token
- Phase V:02.04. 2022 - 15.04.2022 = € 0.069999 / LIBRUM Token
MatrixChain OÜ reserves the right to change individual phases in the design and to adjust the purchase prices, volume or duration.
Thus, phases can be closed early (e.g. by placing the tokens early) and later phases can be opened earlier. Similarly, it is possible to extend individual phases, increase or reduce the number of tokens offered and adjust the price.
3. Technical participation requirements
In order to be able to purchase the LIBRUM token, each buyer first needs an account on www.librumchain.com, through which the token purchase is offered. The company reserves the right to prescribe further guidelines for certain wallet requirements.
4. Conditions of participation
The purchaser affirms that he/she has reached at least the age of 18. The Buyer warrants that he/she has reached the age of at least ... and is legally competent to effectively complete the purchase of the Tokens.
If the Buyer is acting on behalf of another legal entity, it hereby represents and warrants that it is
is authorised to enter into the contract on behalf of that legal person and that person is liable for the breach of these General Terms and Conditions alongside him.
5. Purpose of the LIBRUM Token
5.1. The purpose of the Librum token is to act as a bridge currency to facilitate payments between banks, map assets on the blockchain using smart contracts, and enable other developers to create new types of applications powered by the Librum token. More details can be found in the whitepaper.
6. Cancellation, Withdrawal from the Purchase Contract/Suspension of the Sale
The purchases of Tokens are final in the sense that no refund or cancellation of the purchases can take place, unless this is required by mandatory legal regulations or these T&Cs expressly provide for it.
The Company reserves the right to reject or cancel any token purchase request at any time at its sole discretion and to limit the amount.
Furthermore, the company may suspend the sale of tokens at its own discretion. Reasons may include, in particular, suspicion of systematic fraud in the purchase of tokens or excessive utilisation of the IT systems of the company or the external service provider commissioned by it.
7. Responsibility for the security of the wallet and the storage medium
The purchaser is responsible for implementing reasonable measures to secure its wallet, vault or other storage mechanism used to receive and hold the purchased tokens. This includes the private keys or other credentials used to access the storage medium from the time of introduction to public trading. In case of loss of the private key or other access data, there is the possibility of no longer having access to the purchased token. The buyer is therefore responsible for any losses, costs or other expenses in connection with the lost access data.
8. Provision of information
The Company may, at its discretion, require the Purchaser to provide necessary information to comply with or not violate any applicable laws or regulations in connection with the sale of the Tokens. By purchasing the Token, the purchaser agrees to promptly provide the information requested by the Company upon request. The Company is entitled to withhold or stop the sale of Tokens until the purchaser has provided the requested information and it has been ensured that no violation of applicable laws or regulations will occur as a result of the sale of the Token.
9. Warranties and representations of the buyer
With the purchase of the tokens, the buyer simultaneously declares and guarantees the following:
The buyer shall have read and understood these General Terms and Conditions including the risk notices in the 1the Appendix, the White Paper and the Legal Notice.
The buyer confirms that he has read and understood the information on the right of withdrawal in accordance with section 2 of 0these GTC.
The Buyer confirms that it has a sufficient understanding of the technical, financial and business matters relating to the acquisition and use of Tokens, including cryptographic tokens, storage mechanisms (such as token wallets and blockchain technologies), to understand these Terms and Conditions and the risks to it and the implications thereof.
The Purchaser agrees and acknowledges that the LIBRUM Token does not constitute a security or any other form of investment product in any respect.
The Buyer agrees that this Token also does not confer any rights in any form whatsoever in relation to the company or affiliated companies operating this platform, whether in the form of shares, participations or claims under the law of obligations to future earnings, profit distributions or other rights under company law such as, for example, voting rights, rights of information, etc.
With the purchase of these tokens, the purchaser assures that he/she has complied with all of the Fulfilled tax obligations arising from such purchase and use.
The Purchaser represents that it is neither a US citizen nor a permanent resident of the United States, nor has a principal or secondary residence in the United States, including Puerto Rico, the US Virgin Islands and other territories that are part of the territory of the United States or, if so, that it has provided proof of "Accredited Investor" status in the KYC process provides.
The Purchaser warrants that it is not subject to the regulations of a politically exposed person. As part of the KYC process, politically exposed persons are generally excluded from token purchases.
The Purchaser warrants that it is not a citizen or resident of any territory in which the acquisition of these Tokens or related services or the use of the services or the acceptance and delivery of these Tokens is prohibited by law, decree, regulation, contract or administrative act. Furthermore, the Purchaser represents and warrants that it is not acting on behalf of any other legal entity (for example, a director or authorised officer) for which the acquisition of these Tokens or the related services or the use of the services or the acceptance or delivery of these Tokens is prohibited by law, decree, regulation, contract or administrative act.
The Purchaser agrees that it will not resell the Tokens purchased by it to purchasers in the United States unless such further sale is registered with the US Securities and Exchange Commission (SEC) or an applicable exemption applies.
The Purchaser confirms that the information provided to the Company is true, accurate and complete.
The Purchaser warrants that, if it has acquired LIBRUM Tokens on behalf of another legal entity, it has been duly authorised by that legal entity to act on its behalf and that it is duly constituted in accordance with the applicable laws of the jurisdiction of its organisation.
The buyer confirms that he/she will not use LIBRUM tokens for the purpose of money laundering or terrorism financing.
The Purchaser confirms that it is aware that the repurchase or re-exchange of the token into the source currency is excluded.
It is the buyer's responsibility to determine for himself whether and which taxes are due on his purchase of tokens, be it sales, use or turnover or value added taxes. In this respect, the buyer undertakes to report and remit the correct taxes to the tax authorities.
The purchase price for the Token is a net amount and does not include any other taxes. The Company is not responsible for reporting or withholding any taxes arising from the sale of the Token. If the withholding of taxes is required by law in any country, such taxes will be additional to the purchase of the Token and will be reported as statutory taxes in addition to the net sale price of the Tokens. The Company assumes no responsibility for the incurrence of additional taxes.
- 11. Awareness and Acknowledgement of Legal Notices and Risks as per Appendix 1
The Buyer declares that it has read and understood the legal notices as set out in the Annex to these1 GTC and expressly acknowledges that it accepts the risks associated with the purchase, possession and use of the Tokens as described1 and explained in the Annex. By purchasing the Tokens, the Buyer expressly acknowledges and assumes these risks.
- 12. Limitation of liability
The Company operates its service carefully and reliably. Nevertheless, interruptions or losses may occur in the course of the Company's service provision as a result of unavoidable events for which the Company is not responsible or as a result of operationally necessary maintenance work. The Company shall endeavour to remedy any malfunctions or interruptions as quickly as possible.
The company is only obliged to pay damages in the event of intent or gross negligence. Liability for slight negligence is excluded, with the exception of personal injury.
The company shall not be liable for indirect or consequential damage, for example to software or hardware of the buyer or a third party, or for any resulting loss of profits or financial losses, or for damage arising from claims of third parties against the buyer. In particular, the company shall not be liable for damages that are due to unavoidable interruptions of operations or that are necessary to carry out work that is essential to operations or to avoid disruptions of operations or that are due to events for which the company is not responsible such as, in particular, network disruptions, computer failures or criminal activities by third parties.
The Company shall not be liable for any loss of data by the Purchaser for which the Company is not at fault, e.g. due to hacker attacks. The buyer will be informed immediately of the occurrence of a data loss.
The Company accepts no liability for the tokens stored in the Wallet for the Buyer or the data of the Buyers stored there or for transactions between the Buyers' Wallets.
The limitations of liability and exclusions of liability set out in clauses12 .1.. -12..5. of these GTCs shall also apply to consumers unless they contradict mandatory statutory provisions.
- 13. No recommendation or offer of securities
The Whitepaper with the Legal Notices as well as these General Terms and Conditions and the Appendix do not constitute1 a recommendation to sell or an invitation to purchase tokens by the Company. There is also no obligation to enter into a contract for the purchase of these tokens.
In particular, the Legal Notice White Paper does not constitute a prospectus or offering document of any kind and should not be construed as an offer of securities or any other form of investment product.
- 14. No class or representative arbitration
All disputes arising from this contractual relationship, which result from the individual contractual relationship between the respective buyer and the company, can also only be asserted in court by the buyer himself. This means that class actions or other representative proceedings, with which a single person as representative of a group, association or other persons can bring about a court decision, are ruled out.
- 15. Applicable law and place of jurisdiction
These GTC are - as far as legally permissible - exclusively subject to the law of the registered office of the company. This applies with regard to all legal disputes arising from this contractual relationship, including those concerning its existence or non-existence.
The place of jurisdiction for all disputes arising from this contractual relationship - insofar as legally permissible is Tallinn
- 16. Amendment of the General Terms and Conditions
The Company is entitled to 1change, modify or replace these GTC including the risk notices of the Annex by other regulations without requiring the consent of the other contracting party.
- 17. Terms of the Purchase Agreement/Registration under the Money Laundering Act
The conclusion of the purchase contract requires that the buyer has agreed to these GTC and has fully registered with the company and does not belong to the group of persons described in clauses9 .7.. to9 .9.. of these GTC and meets the requirements of clause 4.1. of these GTC.
The company is obliged to obtain information about the buyer in accordance with the Money Laundering Act and Art83. EU Money Laundering Directive to obtain information about the buyer. The Participant shall provide the data collected by the Company in accordance with the requirements of the Money Laundering Act fully and truthfully upon conclusion of the contract within the framework of the Know-Your-Customer (KYC) procedure. For the purpose of identification, the Company shall in particular collect the full name, date of birth, place of birth, full address and nationality of natural persons and may inspect a valid official photo ID as proof of the information provided. In the case of legal entities, in particular the company name, legal form, registration number as well as the address of the registered office and the name of the legal representative shall be provided. The verification of this information can be carried out on the basis of extracts from the commercial or cooperative register or comparable official registers or directories. Should further information obligations arise from the Money Laundering Act, the Buyer shall be obliged to do so. These aforementioned duties to provide information shall also apply with regard to the beneficial owner within the scope of the identification pursuant to the Money Laundering Act.
Should it transpire that the Buyer does not comply with his obligations to cooperate in order to ensure proper identification in accordance with section4 .2.. of these GTC or should it transpire during the registration procedure that the Buyer does not fulfil the personal participation requirements of 4. 1 of these GTC or that the buyer does not belong to the person named in section9 . -811 of these GTC, no contract shall be concluded9. In this case, the Company will refund the purchase price to the Buyer, provided that the Buyer has already purchased the corresponding Tokens. All transaction fees in connection with this refund shall be borne by the Buyer.
- 18. Severability clause
Should individual provisions of these GTC be inadmissible, invalid or unenforceable, this shall not affect the validity of the remaining clauses of these GTC. In the event that a provision is missing, this gap shall be replaced by a valid provision that comes closest to the will of both parties.
- 19. Cancellation policy
Right of withdrawal
You have the right to cancel this contract within days14 without giving any reason. The
The withdrawal period is days14 from the day of the conclusion of the contract.
To exercise your right of withdrawal, you must inform us (MatrixChain OÜ) of your decision to withdraw from this contract by means of a clear declaration (e.g. a letter or e-mail sent by post). You can use the attached model withdrawal form, which is not mandatory.
To comply with the revocation period, it is sufficient for you to send the notice of exercise of the
Send off the right of withdrawal before the end of the withdrawal period.
Consequences of revocation:
If you withdraw from this contract, we must repay you all payments that we have received from you, including the delivery costs (with the exception of the additional costs resulting from the fact that you have chosen a type of delivery other than the cheapest standard delivery offered by us) without delay and at the latest within fourteen days from the day on which we received the notification of your withdrawal from this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this repayment.
(If you want to cancel the contract, please fill in this form and send it back.)
Jõe tn 4c, Kesklinna linnaosa
10151 Tallinn (Estonia)
I/we hereby revoke the purchase contract concluded by me/us for the following goods/services
Number of LIBRUM tokens
Name and address of the consumer:
Place, date ____________________________ Signature___________________________
BEFORE DECIDING TO PURCHASE LIBRUM TOKENS, PLEASE READ THIS ANNEX AND THE WHITEPAPER CAREFULLY, IN PARTICULAR THE FOLLOWING IMPORTANT INFORMATION INCLUDING THE FURTHER RISK INFORMATION.
IF YOU HAVE ANY QUESTIONS ABOUT MATRIXCHAIN OÜ (THE "COMPANY"), ITS BUSINESS VENTURES, THE LIBRUM TOKENS OR ANY OTHER CIRCUMSTANCES RELATING THERETO, YOU SHOULD CONSULT A COMPETENT BUSINESS, LEGAL, TAX OR OTHER ADVISER. IF YOU ARE IN ANY DOUBT OR HAVE ANY CIRCUMSTANCES WHICH YOU DO NOT UNDERSTAND, YOU SHOULD NOT PROCEED WITH THE PURCHASE.
No prospectus and no offer to purchase a security or financial instrument
The LIBRUM Tokens are designed as pure utility tokens and are therefore not intended by their structure to constitute securities or financial instruments. The Whitepaper is therefore not a prospectus or offering document for securities or financial instruments and is not intended to constitute a prospectus or offering document for securities or financial instruments in any jurisdiction. The Whitepaper serves only to describe the project and does not constitute an offer to purchase or the solicitation of an offer to purchase the LIBRUM Tokens. In this respect, the White Paper does not constitute an investment recommendation for the acquisition of LIBRUM Tokens or for the disinvestment of other securities, financial instruments or other assets.
No regulatory review or approval
The white paper has not been reviewed or approved by any authority. It has also not been submitted to any authority for review or approval. There are no explicit legal requirements for the content of this White Paper, the structure of the White Paper and the information contained herein are based solely on the decisions of the management of the Company. Any legal relationship between an acquirer of LIBRUM Tokens and the Company is not established by the Whitepaper, but by separate contracts, documents or terms and conditions governing the rights and obligations of an acquirer and the Company. In this respect, in the event of any ambiguities in the presentation in this White Paper, the provisions of the said contracts, documents or conditions shall take precedence over the presentation in this White Paper.
The Token Sale (including any pre-sales) is not directed at acquirers who are resident, resident for tax purposes or ordinarily resident in, or who initiate the acquisition of the Tokens from or through, a country where the sale or acquisition of cryptocurrencies is prohibited or permitted only under certain conditions (such as, for example an official permit); which have been classified by the Financial Action Task Force (FATF) as high-risk countries or countries under observation with regard to money laundering and terrorist financing or against which embargoes or sanctions have been imposed, in particular by the United States of America or the EU ("excluded third parties"). These countries include in particular Bosnia and Herzegovina, the Democratic People's Republic of Korea, Ethiopia, Iran, Iraq,
Sri Lanka, Syria, Trinidad and Tobago, Tunisia, Vanuatu, and Yemen, but also the People's Republic of
China and Cuba ("excluded countries").
There are also restrictions for citizens of the United States of America. They may only participate in a token sale if they provide proof of being an Accredited Private Investor, as defined in Rule 501 of Regulation D, which was enacted1933 under the Securities Act. For proof, it is sufficient to truthfully complete and sign the form provided in the KYC process called ACCREDITED INVESTOR CERTIFICATION (see also Appendix2 ) and then have one's own tax advisor confirm the information provided.
Further information on the topic of Accredited Investor can be found via the following links:
Should it become apparent during the KYC process that an interested buyer cannot successfully complete the KYC process due to previously provided false information or due to his citizenship or other discrepancies, he will be refused participation in the Token Sale. In the event of a refusal, the payment of the investment amount made will be reversed and the rejected buyer will have to bear the full costs of the reversal.
The whitepaper and these GTC may not be reproduced, in whole or in part, in any manner whatsoever, and may not be disclosed to any third party without these required notices and the "Additional Risk Notices". The whitepaper may also not be passed on, in whole or in part, to excluded third parties by any means whatsoever.
High risk of loss
The acquisition of LIBRUM Tokens is associated with considerable risks. An acquirer should therefore not use a substantial part of his assets for the acquisition of LIBRUM Tokens and should be able to cope economically with a total loss of the money spent. Acquirers should also have already gained experience with cryptocurrencies of young companies, be able to understand the economic as well as the technical interrelationships of the entrepreneurial activities of the Company and the LIBRUM Tokens, and be able to assess their effects on the value of the LIBRUM Tokens. If an acquirer does not have relevant experience, this does not justify any increased duty of disclosure on the part of the Company.
Loan financing not recommended
We strongly advise against financing the purchase of LIBRUM tokens with a loan. This is because the obligations to pay interest and repay principal remain, even if the LIBRUM tokens acquired should become worthless. Even a private insolvency of the purchaser would not be excluded in such a case.
Whitepaper does not replace competent advice
Purchasers are advised that the White Paper merely provides an overview of the planned investment and business activities of the Company and the LIBRUM Tokens. However, the Whitepaper cannot replace economic, legal, tax or other advice. Each acquirer should therefore examine the associated opportunities and risks on its own responsibility and, if necessary, with the assistance of external advisors before making the acquisition. In particular, it is recommended to seek advice with regard to the legal, regulatory and tax consequences of an acquisition.
The Company accepts no liability for the personal economic objectives pursued by the acquirers in acquiring LIBRUM Tokens.
Calculations, forecasts and forward-looking statements
All calculations and forecasts presented in the white paper are essentially based on the experience or estimates of the company's management. In this respect, the white paper also contains forward-looking statements - in particular subjective targets for the future business development of the company, which are, however, associated with uncertainties and risks. These statements reflect the current estimates and expectations of the company with regard to future events. These estimates and expectations may contain errors of perception or judgement and thus prove to be inaccurate.
The calculations were prepared with due care and commercial prudence. Nevertheless, it cannot be ruled out that events or developments that were not taken into account in the calculations or forecasts may lead to significant deviations in the actual results of the Company and thus possibly also to a deterioration in the value of the LIBRUM tokens from the calculations or forecasts.
Therefore, no assurance can be given that the developments and results described in this white paper will actually be achieved. The purchaser bears the risk of deviating developments and results.
Other risk warnings:
Regulatory and other risks
The Company assumes that the issuance by the Company, the acquisition of the LIBRUM Token and the payment of services of the Company with the LIBRUM Token (pure Utitity Token) - in each case by non-excluded third parties - are not subject to any separate regulation. However, the regulatory and, more generally, the legal framework for cryptocurrencies, blockchain and distributed ledger technologies, smart contracts and their applications are far from mature and secure, both nationally and internationally. It can therefore not be ruled out that, due to national or international regulatory or legal measures or due to case law, the issuance, acquisition, administration (including trading) or payment of products or services with cryptocurrencies will be prohibited in whole or in part or only possible under certain conditions. This may lead to significant negative effects on the Company's business model (e.g. in the event of the reversal of issued LIBRUM Tokens ordered by the authorities or by law or the discontinuation of business operations) as well as the use or value of the LIBRUM Token, up to and including the insolvency of the Company or the complete uselessness or worthlessness of the LIBRUM Token.
Similarly, it cannot be ruled out that companies which, as third parties, have the possibility of
of trading cryptocurrencies such as the LIBRUM token will be prohibited from continuing to maintain the trading venue they operate without appropriate regulatory permission, so that there may be no trading venues through which to exchange the LIBRUM token for other cryptocurrencies or fiat currencies (i.e. legal national tender such as euros). Also
this could result in issued LIBRUM tokens becoming useless or worthless for their acquirers.
LIBRUM Token does not grant any ownership or management rights in the company
The LIBRUM Token is intended and structured as a pure utility token for the payment of products and services of the Company and within the LEAF Network. LIBRUM Tokens do not grant any ownership or management rights in the Company, i.e. they do not in any way grant any participation in the profit or loss and asset performance of the Company or voting rights in resolutions of the Company, participation rights in general meetings of the Company or any other shareholder rights. As pure utility tokens, LIBRUM Tokens are not suitable as an investment or asset in the business development of the Company.
Exclusion of repayment
As a pure utility token, a repayment of the acquisition prices for issued LIBRUM Tokens against the redemption of issued LIBRUM Tokens is excluded. Acquirers of LIBRUM Tokens must therefore take into account that the money they have used to acquire LIBRUM Tokens is tied up in them and can at most be exchanged back into fiat currencies via third-party trading systems, insofar as these are available. To the extent that no third party is willing to exchange acquired LIBRUM Tokens for fiat currencies, there is a risk for an acquirer that the acquired LIBRUM Tokens will be useless or worthless to him.
Tradability and value fluctuations of the LIBRUM tokens
A tradability of the LIBRUM tokens cannot be guaranteed.
Although the Company aims to have the LIBRUM Token listed for trading on one or more trading systems, it cannot be ruled out that the Company will not succeed in finding one or more corresponding trading systems that are willing or able to list the LIBRUM Token for trading. Even if it succeeds in having the LIBRUM Token listed for trading on one or more trading venues, it cannot be ruled out that trading will not take place due to a lack of buyer or seller interest.
Even if and to the extent that it is possible to have the LIBRUM Tokens listed for trading on one or more trading systems, it must be expected that the determined price and thus the value of acquired LIBRUM Tokens will be subject to considerable, even short-term fluctuations. It also cannot be ruled out that the prices or values of the LIBRUM Tokens will develop very differently on different trading systems. The performance of the LIBRUM Tokens on trading systems can be massively influenced by the performance of other cryptocurrencies, such as Bitcoin or Ether, even if the Company's operating business does not provide any reason or starting point for any changes in value.
The Company does not guarantee that trading systems on which the LIBRUM Tokens are listed for trading perform transparent price determination or are able to comply with any legal or regulatory requirements.
An acquirer must further take into account that a trade of acquired LIBRUM Tokens is likely to be associated with costs that the acquirer will have to incur additionally and that will further burden the recoverability of acquired or traded LIBRUM Tokens.
Dependence on computer infrastructure
Both the operational business model of the Company and the functionality of the LIBRUM Token are highly dependent on the existence and permanent availability of a functioning computer infrastructure. This applies in particular to the Company and its ecosystem partners for the operation of the infrastructure, to the purchasers of the LIBRUM Tokens as well as to the Company's customers. Any disruptions or burdens on a functioning computer infrastructure (including Internet with corresponding capacities) would burden the development and expansion as well as the operational business, but also the possibility of using the LIBRUM Tokens up to its uselessness or worthlessness. If the required infrastructure is not sufficiently functional, the processing speed of transactions with the LIBRUM Token could also slow down considerably and thus have a lasting negative impact on the usability or value of the LIBRUM Token.
Operational risks of the company
The Company is exposed to operational risks like any other company, especially any young company like the Company. For example, the development of the planned products and services may be significantly delayed or prove to be completely or partially impossible. It also cannot be ruled out that the Company will not succeed in establishing itself on the market with the planned products or services. Furthermore, it cannot be ruled out that the company will not succeed in acquiring and maintaining sufficient licences that are necessary for business operations. Likewise, licences that have been granted could be called into question by third parties, which can regularly lead to high costs for the defence of claims or legal enforcement. There may also be considerable burdens on the operating business due to competitors, the development of new products and technologies or the regulation of the company's business operations both nationally and internationally. Operational risks, especially those mentioned above, can lead to the insolvency of the company. At the same time, operational risks can have a lasting negative impact on the LIBRUM tokens and even render them useless or worthless.
Lack of funding for the company
As a young company, the company is dependent on generating sufficient funding for the establishment and expansion of its business operations (including the maintenance of an infrastructure for the use of the LIBRUM tokens). The proceeds from the issue of the LIBRUM Tokens are initially earmarked for this purpose. If the Company does not succeed in generating sufficient financing, e.g. in the event of the failure of the LIBRUM Token, there is a risk that the Company will not be able to establish and expand its business operations as planned and may have to discontinue its business operations in whole or in part or even file for insolvency. Such a development could have a lasting negative impact on the usability or recoverability of the LIBRUM Token up to the point of uselessness or worthlessness.
The LIBRUM Tokens are by nature technology-based. Like all technology-based products or services, their usability and value are therefore exposed to numerous technical risks that the Company cannot exclude. These include, in particular, system errors, code failures, programming errors, hardware failures, data loss or data theft, hacks or hacker attacks or also technically based burdens on the processing speed. Technical risks can lead to lasting negative effects on the usability or value of the LIBRUM tokens and even to their uselessness or worthlessness.
Risks associated with the personal management of tokens
Like any cryptocurrency, LIBRUM tokens are exposed to personal management risks. Personal management risks include, in particular, the failure or theft of the hardware used to store purchased LIBRUM Tokens, the loss of access codes, user names, passwords or private keys for access to the infrastructure used to store purchased LIBRUM Tokens (e.g. wallets), so that purchased LIBRUM Tokens can no longer be disposed of and are therefore lost to the purchaser. Identification risks may arise if you decide to transfer your LIBRUM token to an ERC 20or ERC223 token. The risk would be that your wallet number and corresponding transaction data are published on the Ethereum blockchain. User identification is unlikely, but cannot be completely ruled out as your data is pseudonymised in the blockchain. There is also the risk that incorrectly initiated transactions cannot be reversed due to the way the blockchain technology works and that transferred LIBRUM tokens are irretrievably lost. It must also be taken into account that due to the technology used for the LIBRUM tokens on the one hand and the undeveloped or poorly developed legal framework on the other, the use of inherited LIBRUM tokens is in fact not possible.
Just as the legal framework conditions in connection with cryptocurrencies are not unambiguous and clear, the national and international tax qualification of transactions with cryptocurrencies is not conclusively clarified either for the Company or for purchasers of cryptocurrencies. Therefore, it cannot be ruled out that transactions with cryptocurrencies will lead to tax burdens both for the Company and for acquirers, which could burden the Company's operating business or the usability or recoverability of acquired LIBRUM tokens up to the point of uselessness or worthlessness.
Disclosure of personal data due to official measures
Before acquiring the LIBRUM Tokens, acquirers are obliged to have themselves identified in accordance with the regulations on combating money laundering and the financing of terrorism as well as tax evasion and to disclose personal data about themselves to the Company for this purpose. Acquirers of LIBRUM Tokens must expect that the Company may be required by national or international regulatory or legal measures to disclose the personal data collected to the competent authorities.
Interaction of risks and accumulation of risks
Each of the risks described may in itself have a lasting negative impact on the usability and value of the LIBRUM tokens. It cannot be ruled out that several risks may materialise at the same time, trigger or reinforce each other and thus increase the lasting negative effects. Both the realisation of individual risks and the realisation of cumulative risks can lead to the complete uselessness or worthlessness of the LIBRUM Tokens.
INDIVIDUAL ACCREDITED INVESTOR CERTIFICATION
I hereby certify that I am familiar with the definition of the term "accredited investor" as defined in Rule of 501Regulation D issued pursuant to the Securities Act of 1933, as amended, and that I meet the criteria to qualify as an accredited investor, in the category or categories indicated by my initials below.
- 1. [ ] I am a director, executive officer, or general partner of the issuer of the tokens being offered or sold, or a director, executive officer, or general partner of a general partner of that issuer.
- 2. [ ] I am a natural person whose individual net worth, or joint net worth with that of my spouse, is at least $1,000,000 excluding the value of my primary residence, but including indebtedness secured by such residence in excess of the value of such residence, and calculated in accordance with the below-described
- 3. [I am a natural person who had individual income in excess of $200,000 in each of the two most recent years or joint income with my spouse in excess of $300, 000in each of those years and I have a reasonable expectation of reaching the same income level in the current year .
Rules regarding primary residences: In calculating my net worth, I have (i) excluded my primary residence as an asset, (ii) excluded debt secured by such residence, up to the estimated fair market value of the residence; (iii) included the amount of any increase on the debt secured by the primary residence incurred within days60 prior to the purchase of the tokens (unless related to the acquisition of the primary residence); and (iv) included debt in excess of the fair market value of the primary residence.
Place, DateSignature Investor
Print Name Investor:_______________________________
Confirmation by Tax Consultant:_______________________________
Place, DateSignature Tax Consultant:_______________________________
Print Name Tax Consultant:_______________________________
Official Stamp Tax Consultant:_______________________________