These Terms of Sale including the Schedules form part of the SP8 Token Sale & Purchase Agreement (collectively “Agreement”); references to “Clause” herein are references to a clause of the SP8 Token Sale & Purchase Agreement and references to “Conditions” herein are references to Conditions of these Terms of Sale.
SP8 Tokens are not being offered or distributed to any Restricted Persons. If a Restricted Person purchases SP8 Tokens, such Restricted Person has done so and entered into the Agreement on an unlawful, unauthorized and fraudulent basis and the Agreement is null and void. Spxtrum is not bound by the Agreement if the Agreement has been entered into by a Restricted Person as Buyer or if Buyer has entered into the Agreement on behalf of a Restricted Person, and Spxtrum may take all necessary and appropriate actions, in its sole discretion, to invalidate the Agreement, including referral of information to the appropriate authorities. Any Restricted Person who purchases SP8 Tokens or enters into the Agreement on an unlawful, unauthorized or fraudulent basis shall be solely liable for, and shall indemnify, defend and hold harmless Spxtrum and Spxtrum’s past, present and future employees, officers, directors, contractors, advisors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (collectively, “Spxtrum Parties”) from any damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses (collectively, “Damages”) incurred by a Spxtrum Party that arises from or is a result of such Restricted Person’s unlawful, unauthorized or fraudulent purchase of SP8 Tokens.
The sale of SP8 Tokens and SP8 Tokens themselves are not intended and should not be treated as digital currencies, securities, commodities, swaps on either securities or commodities or a financial instrument or investment of any kind. Buyer acknowledges that purchases and sales of SP8 Tokens are not subject to the protection of any laws governing financial instruments. The Agreement and all other documents referred to in the Agreement including the White Paper are not intended to constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a security, commodity, or a swap on either a security or commodity.
Important information about the procedures of Spxtrum’s token sale is provided in Schedule A to the Terms of Sale. By purchasing SP8 Tokens, you acknowledge that you understand and have no objection to these procedures and material specifications. If you do not agree to any part of the Agreement, please refrain from purchasing any SP8 Tokens.
Earlier buyers of SP8 Tokens may receive more SP8 Tokens for the same amount of value paid by later buyers.
Buyer will implement reasonable and appropriate measures designed to secure access to: (I) any device associated with Buyer and utilized in connection with Buyer’s purchase of SP8 Tokens; (II) private keys to Buyer’s wallet or account; and (III) any other username, passwords or other login or identifying credentials. In the event that Buyer is no longer in possession of Buyer’s private keys or any device associated with Buyer’s account or is not able to provide Buyer’s login or identifying credentials, Buyer may lose all of Buyer’s SP8 Tokens and/or access to Buyer’s account. Spxtrum is under no obligation to recover any SP8 Tokens and Buyer acknowledges, understands and agrees that all purchases of SP8 Tokens are non-refundable and Buyer will not receive considerations or other compensations for any SP8 Tokens purchased.
Upon Spxtrum’s request, Buyer will immediately provide to Spxtrum information and documents that Spxtrum, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process. Such documents include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. Buyer consents to Spxtrum disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Buyer acknowledges and accepts that Spxtrum will refuse to distribute SP8 Tokens to Buyer if such requested information is not provided.
Buyer acknowledges, understands and agrees that: (a) the purchase and receipt of SP8 Tokens may have tax consequences for Buyer; (b) Buyer is solely responsible for Buyer’s compliance with Buyer’s tax obligations; (c) Buyer shall comply with all relevant laws and regulations within its jurisdiction in relation to taxes; and (c) Spxtrum and/or Spxtrum Parties bear no liability or responsibility with respect to any tax consequences to Buyer, including but not limited to penalties, tax overdue fines, injunctions and other compulsory methods made by qualified authorities.
Buyer hereby irrevocably represents and warrants to Spxtrum that, as of the Effective Date.
Buyer has all requisite power and authority to execute and deliver the Agreement, to purchase SP8 Tokens, and to carry out and perform its obligations under the Agreement. (i) If a natural person, Buyer is at least 18 years old and of sufficient legal age and capacity to purchase SP8 Tokens; and (ii) if a legal entity and not a natural person, Buyer is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business, and Buyer’s purchase of SP8 Tokens has been duly authorized.
The execution, delivery and performance of the Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice: (a) any provision of Buyer’s organizational documents, if applicable; (b) any provision of any judgment, decree or order to which Buyer is a party, by which it is bound, or to which any of its material assets are subject; (c) any material agreement, obligation, duty or commitment to which Buyer is a party or by which it is bound; or (d) any laws, regulations or rules applicable to Buyer.
The execution and delivery of, and performance under, the Agreement require no approval or other action from any governmental authority or person other than Buyer. In purchasing SP8 Tokens on behalf of any entity, you are authorized to accept the Agreement on such entity’s behalf. You further represent and warrant that such entity will be responsible for breach of the Agreement by you (either individually or jointly with such entity) or any other employee or agent of such entity.
Buyer has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or digital tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of Buyer’s purchase of SP8 Tokens, and is able to bear the risks thereof, including loss of all amounts paid, loss of SP8 Tokens, and liability to Spxtrum and others for its acts and omissions. Buyer has read and understood the Agreement (including all Schedules), has obtained sufficient information in order to make an informed decision to purchase SP8 Tokens and agreed to take all risks (including but not limited to the risks stated in Schedule B to the Terms of Sale) in relation to the purchase of SP8 Tokens.
The funds, including digital currency, Buyer uses to purchase SP8 Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing. All payments by Buyer under the Agreement will be made only in Buyer’s name. You are not a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act, or a citizen or resident of or located in, Democratic People’s Republic of Korea, Bosnia, Congo, Eritrea, Ethiopia, Herzegovina, Iran, Iraq, Libya, Somalia, South Sudan, Sudan, Sri Lanka, Syria, Trinidad and Tobago, Tunisia, Vanuatu, and Yemen. You agree that if your country of residence, citizenship, or other relevant circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services.
To the extent required by applicable laws and regulations, Buyer will fully comply with all anti-money laundering and counter-terrorism financing requirements within its domiciliary jurisdiction. Neither Buyer, nor any person having a direct or indirect beneficial interest in Buyer or SP8 Tokens being acquired by Buyer, or any person for whom Buyer is acting as agent or nominee in connection with SP8 Tokens, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
Buyer is not participating in the purchase of SP8 Tokens for investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes. Buyer understands that owning SP8 Tokens will confer only the right to receive and participate in Services, and will not confer any other rights in relation to Spxtrum (and any affiliates Spxtrum may presently or subsequently have), including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial, legal, or corporate governance rights.
Buyer expressly acknowledges, understands and agrees that Buyer is purchasing SP8 Tokens at Buyer’s sole risk and discretion, and that the SP8 Tokens are each provided, used and purchased on an ‘AS IS’ and on an ‘AS AVAILABLE’ basis without representations, warranties, promises or guarantees whatsoever of any kind by Spxtrum, and Buyer shall rely on its own examination and investigation thereof. Spxtrum does not make and expressly disclaims all representations and warranties, express, implied or statutory; and with respect to SP8 Tokens, Spxtrum specifically does not represent and warrant and expressly disclaims any representation or warranty, express, implied or statutory, including without limitation, any representations or warranties of title, non-infringement, merchantability, usage, suitability or fitness for any particular purpose, as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent.
Spxtrum makes no guarantees and/or warranties to the liquidity or transferability of SP8 Tokens, or that SP8 Tokens will be listed on exchanges, or the ability of anyone to purchase or use the SP8 Tokens. Buyer understands and accepts that it may unable to transfer, sell, purchase or deal with its SP8 Tokens in exchanges or otherwise for various reasons.
Without limiting the foregoing, Spxtrum does not represent or warrant that the process of purchasing SP8 Tokens or receiving SP8 Tokens will be uninterrupted or error-free or that SP8 Tokens are reliable and error-free. As a result, Buyer acknowledges and understands that Buyer may not receive SP8 Tokens and may lose the entire amount of Ether that Buyer paid to Spxtrum. It is solely Buyer's responsibility to provide an accurate digital wallet address to Spxtrum for receipt of any SP8 Tokens distributed to Buyer pursuant to the Agreement, and Spxtrum shall not be responsible for any loss of SP8 Tokens distributed to an incompatible or inaccurate wallet provided by Buyer.
Any material changes in the relevant laws and regulations (in the relevant jurisdiction) in relation to the offering of the SP8 Token and/or the operation of the Spectrum Protocol shall constitute a force majeure and Spxtrum will not be responsible for any losses suffered by Buyer arising out of such material changes in relevant laws and regulations. Buyer acknowledges that it has read the Agreement, and in particular, acknowledges that it shall be taken to have agreed to take all risks (including but not limited to the risks stated in Schedule B in relation to the purchase of SP8 Tokens.
To the fullest extent permitted by applicable law, neither Spxtrum nor any of the Spxtrum Parties will be liable for any indirect, incidental, punitive, special, exemplary or consequential damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) arising out of or in any way related to the Services, sale or use of SP8 Tokens or otherwise related to the Agreement, regardless of the form of action, whether based in contract, tort (including, but not limited to, negligence), or any other legal or equitable theory. This limitation of liability applies even where you or someone else has advised us of the possibility of such damages or such damages were otherwise foreseeable by you or us.
In no circumstances will the aggregate liability of Spxtrum and the Spxtrum Parties, whether in contract, warrant, tort or other theory, for damages to Buyer under the Agreement exceed the amount received by Spxtrum from Buyer.
Buyer understands and agrees that Spxtrum shall not be liable and disclaims all liability to Buyer in connection with any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature related events, blockages, embargoes, riots, acts or orders of government, material changes of relevant laws and regulations, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
To the fullest extent permitted by applicable law, Buyer releases Spxtrum from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between Buyer and the acts or omissions of third parties.
To the fullest extent permitted by applicable law, Buyer will indemnify, defend and hold harmless and reimburse Spxtrum and/or Spxtrum Parties from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by Spxtrum and/or Spxtrum Parties arising from or relating to: (i) Buyer’s purchase or use of SP8 Tokens; (ii) Buyer’s responsibilities or obligations under the Agreement; (iii) Buyer’s breach of or violation of the Agreement; (iv) any inaccuracy in any representation or warranty of Buyer; (v) Buyer’s violation of any rights of any other person or entity; and/or (vi) any act or omission of Buyer that is negligent, unlawful or constitutes wilful misconduct. Spxtrum reserves the right to exercise sole control over the defense, at Buyer’s expense, of any claim subject to indemnification under this Condition 6.5, including choice of legal counsel. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other written agreement between Buyer and Spxtrum.
Certain laws and regulations applicable to Spxtrum, particularly in relation to Spxtrum’s anti-money laundering and countering the financing of terrorism obligations, may require us to collect, process and analyse certain information about you in relation to your purchase of SP8 Tokens. Such information may be disclosed to Spxtrum’s service providers for further validation and processing in order to fulfil these obligations. We will handle all personal data we receive from you in accordance with the Personal Data Protection Act 2012. Such information may contain your personal data. You agree to provide us all such information in full promptly upon request. We reserve the right to reject your request to purchase SP8 Tokens if you do not furnish us with all the information requested or that Spxtrum has assessed that we do not want to accept the relevant risk in accepting your request to purchase after performing necessary due diligence. Spxtrum is under no obligation whatsoever to provide you with any reason for rejecting your request to purchase SP8 Tokens, including any reason relating to the inadequacy or otherwise of information you provide to us.
Buyer shall not assign the rights and obligations of the Agreement without the prior written consent of Spxtrum. Any assignment or transfer in violation of this Condition 8.1 shall be automatically voided. Spxtrum may assign the Agreement to an affiliate. Subject to the foregoing, the Agreement, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.
The Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matters.
If any provision of the Agreement is determined by a court or an arbitrator of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, that provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Spxtrum may modify the Agreement at any time by posting a revised version on its Website. The modified terms will become effective upon posting. It is Buyer’s responsibility to check the Website regularly for modifications to the Agreement. The Agreement was last modified on the date listed at the beginning of the Agreement.
Spxtrum reserves the right to terminate the Agreement, in its sole discretion, in the event that Buyer breaches the Agreement. Upon termination of the Agreement: (a) all of Buyer’s rights under the Agreement immediately terminate; (b) Buyer is not entitled to a refund of any amount paid; and (c) Clause 2, Conditions 2, 3, 5, 6, 7, 8, 9 and any other clause or condition which by their nature should survive or that are otherwise necessary to enforce the purpose of these said terms will continue to apply in accordance with their terms.
The failure by Spxtrum to exercise or enforce any right or provision of the Agreement will not constitute a present or future waiver of such right or provision nor limit Spxtrum’s right to enforce such right or provision at a later time. All waivers by Spxtrum must be unequivocal and in writing to be effective.
Nothing in the Agreement and no action taken by the Parties pursuant to the Agreement shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties, or either Party as the agent of the other Party for any purpose. No Party has, pursuant to the Agreement, any authority or power to bind or to contract in the name of the other Party. The Agreement does not create any third-party beneficiary rights in any person.
Buyer agrees and acknowledges that all agreements, notices, disclosures and other communications that Spxtrum provides Buyer pursuant to the Agreement or in connection with or related to Buyer’s purchase of SP8 Tokens, including the Agreement, may be provided by Spxtrum, in its sole discretion, to Buyer, in electronic form. Without limiting any other means by which Spxtrum may be able to prove that the aforementioned communications has been received by Buyer, a notice is deemed to be received by Buyer:
(a) when Spxtrum receives an automated message confirming delivery; or
(b) 15 minutes after the time sent (as recorded on the device from which Spxtrum sent the communication) unless Spxtrum receives an automated message that the communication has not been delivered;
whichever happens first.
Spxtrum accepts no liability or responsibility of whatsoever nature should the communication fail to reach its intended destination for whatever reason or cause.
The Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of Singapore.
Buyer and Spxtrum shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with the Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”). If the Parties are unable to resolve a Dispute within one-hundred and eighty (180) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined in Condition 9.2 below.
Any Dispute not resolved within one-hundred and eighty (180) days as set forth in Condition 9.1 shall be referred to and finally resolved by arbitration under the Singapore International Arbitration Centre (“SIAC”) rules in effect at the time of the arbitration in Singapore, except as they may be modified herein or by mutual agreement of the Parties. The number of arbitrators shall be one (1), who shall be selected by Spxtrum. The language to be used in the arbitral proceedings shall be English. The arbitration award shall be final and binding on the Parties (“Binding Arbitration”). The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. Unless otherwise ordered in the Binding Arbitration, Spxtrum and Buyer will each pay their respective attorneys’ fees and expenses.
Any dispute arising out of or related to the Agreement is personal to Buyer and Spxtrum and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which a Buyer attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
The Sale Period comprises of two phases, namely:
(a) a private sale period, where a limited number of persons, as determined by Spxtrum, may purchase SP8 Tokens (the “Private Sale Period”); and
(b) a public sale period, where members of the public may purchase SP8 Tokens (the “Public Sale Period”).
The commencement and end of the indicative Private Sale Period, the white listing period and the commencement and end of the indicative Public Sale Period and all of its relevant details are as set out in the latest White Paper.
Spxtrum may end the indicative Public Sale Period earlier if the aggregate payments for all confirmed purchases of SP8 Tokens during the Sale Period (excluding any purchase by you hereunder) exceeds the Total Sale Target. The “Total Sale Target” is such amount as Spxtrum may determine in its sole and absolute discretion as set out in the latest White Paper.
Spxtrum will only sell SP8 Tokens during the Sale Period
You may only make purchases of SP8 Tokens through the Website and no other website or place. In the event that you make any purchase of SP8 Tokens through any website or place other than the Website:
(a) Spxtrum shall have no obligation to deliver, and you shall have no right to receive, any SP8 Tokens;
(b) Spxtrum shall have no obligation to provide, and you shall have no right to receive, any refund for any part of the payments made by you through such other website or place; and
(c) Spxtrum shall have no obligations in any manner or form to you in respect of such purchase.
In the event that Spxtrum discovers, at any time after your acceptance of the Agreement and prior to the delivery of SP8 Tokens in accordance with Paragraph 5 of this Schedule A, that your purchase of SP8 Tokens is determined to be in violation of any applicable law or that you had attempted to double spend (as defined below) in making Payment, you acknowledge and agree, regardless of whether such purchases are reflected as validated and verified on the relevant blockchain, that:
(a) any such payment as made by you and received by Spxtrum for such purchase and/or such attempted purchase shall be released and transferred to such address of a relevant virtual currency wallet as may be designated by Spxtrum for purposes of receipt of the same and such received payment shall be utilised by Spxtrum for purposes of development of its blockchain based systems and blockchain technology in relation to the Spectrum Protocol, or such other purposes as Spxtrum may in its sole and absolute discretion determine;
(b) Spxtrum shall have no obligation to provide, and you shall have no right to receive, any refund for any payment made by you and received by Spxtrum;
(c) Spxtrum shall not be obliged to deliver any SP8 Tokens to you and shall have no obligations in any form or manner whatsoever to you in respect of such purchase; and
(d) you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against Spxtrum in connection with or arising from such purchase, and shall further hold harmless, Spxtrum and/or Spxtrum Parties from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by Spxtrum in connection with or arising from such purchase.
An attempt to “double spend” means an attempt to undertake 2 (two) different transactions on any virtual currency network and spend the same account balance on each of the transactions.
IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR PURCHASE OF SP8 TOKENS IS NOT IN VIOLATION OF ANY APPLICABLE LAW AND THAT THERE IS NO ATTEMPT TO DOUBLE SPEND.
For purposes of your Payment in the token sale, you shall establish and maintain, in fully operational, secure and valid status, such digital currency wallet as may be compatible with such digital currency used for your Payment, the address of such wallet and keys to such wallet which are in your possession and with which you are able to sign the address of the digital currency wallet referred to in Paragraph 4.2 of this Schedule A for proof of address in accordance with Paragraph 4.3 of this Schedule A.
For purposes of your receipt of SP8 Tokens in accordance with Paragraph 5.1 of this Schedule A, you shall establish and maintain, in fully operational, secure and valid status, a digital currency wallet which adheres to and supports the SP8 Tokens, the address of such wallet and keys to such wallet which are in your possession.
You shall also provide to Spxtrum through the Website at the time when making Payment:
(a) the address of the digital currency wallet as referred to in Paragraph 4.2 of this Schedule A; and
(b) proof of your ownership of such address by signing such address with the same private key of the digital currency wallet for such digital currency.
In the event of any loss, hack or theft of digital currencies from any of the digital currency wallets referred to in Paragraphs 4.1 to 4.3 of this Schedule A, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against Spxtrum and/or Spxtrum Parties.
Spxtrum has no obligation to provide you with any refund under the Agreement.
Spxtrum shall use all reasonable endeavours to deliver the purchased SP8 Tokens, as soon as practicable after the Sale Period, to such address of a digital currency wallet as may be provided to the Company in accordance with Paragraph 4.3 of this Schedule A.
SP8 Tokens shall be deemed to be received by you upon validation and verification of receipt of SP8 Tokens in the digital currency wallet as aforesaid.
The delivery of SP8 Tokens to you shall only be made on satisfaction of all, and not only some, of the following:
(a) payment in full for your purchase of SP8 Tokens being received by Spxtrum;
(b) the digital currency wallets referred to in Paragraphs 4.1 and 4.2 of this Schedule A being maintained in fully operational, secure and valid status;
(c) the address of a digital currency wallet and proof of ownership thereof being provided to the Company in accordance with Paragraph 4.3 of this Schedule A; and
(d) validation and verification of payment for such purchase on the relevant blockchain.
You acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against Spxtrum and/or Spxtrum Parties in the delivery of SP8 Tokens to you pursuant to this Paragraph 5 of this Schedule A.
BY PURCHASING, HOLDING AND USING SP8 TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THE RISKS SET OUT IN THE AGREEMENT, INCLUDING THOSE LISTED IN THIS SCHEDULE B AND AGREES THAT SPXTRUM IS NOT RESPONSIBLE FOR ANY LOSSES ASSOCIATED THEREWITH.
The regulation of digital tokens such as SP8 Tokens, digital assets and blockchain technology is still in a very nascent stage of development in Singapore. A high degree of uncertainty as to how tokens and token-related activities are to be treated exists. Existing laws, regulations and/or rules that will affect digital tokens, digital assets, blockchain technology and its applications may change subsequent to the date of the Agreement. It is not possible to anticipate with any degree of certainty the nature of such regulatory evolution and the subsequent impact on Spxtrum or SP8 Tokens. Such changes could negatively impact SP8 Tokens in various ways, including, for example, through a determination that SP8 Tokens are regulated financial instruments that require registration. Spxtrum may cease the distribution of SP8 Tokens, the development of the Spectrum Protocol or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
None of Spxtrum or its affiliates is currently regulated or subject to the supervision of any regulatory body in Singapore. In particular, Spxtrum and its affiliates are not registered with MAS in Singapore as any type of regulated financial institution or financial advisor and are not subject to the standards imposed upon such persons under the Securities and Futures Act, Financial Advisors Act, and other related regulatory instruments. Such persons are required to comply with a variety of requirements and standards concerning disclosures, reporting, compliance, and conduct of their operations for purposes or maximizing investor protections. Since Spxtrum is not subject to such requirements or standards, it will make decisions on those issues at its own discretion. While Spxtrum will have regard to best practices on these issues, holders of SP8 Tokens will not necessarily enjoy the same extent and degree of investor protections as would be the case should they purchase products or services from regulated entities instead.
As Spxtrum is not a regulated financial institution, it does not owe holders of SP8 Tokens any fiduciary duties. This means that Spxtrum has no legal obligation to always act in good faith in the best interests of holders of SP8 Tokens. While Spxtrum will have regard to the interest of holders of SP8 Tokens, it is also permitted to consider the interests of other key stakeholders and to prefer these interests over the interests of SP8 Tokens holders. This may mean that Spxtrum is permitted to make decisions that conflict with, or are not necessarily in, the interests of SP8 Tokens holders. Not owing any fiduciary duties to holders of SP8 Tokens also means that holders of SP8 Tokens may have limited rights of recourse against Spxtrum and its affiliates in the event of disputes.
The tax characterization of SP8 Tokens is unclear. Accordingly, the tax treatment to which they will be subject is uncertain. All persons who wish to purchase SP8 Tokens should seek independent tax advice prior to deciding whether to purchase any SP8 Tokens. Spxtrum does not make any representation as to whether any tax consequences may arise from purchasing or holding SP8 Tokens.
SP8 Tokens are blockchain assets. The security, transferability, storage, and accessibility of blockchain assets depend on factors outside of Spxtrum’s control, such as the security, stability, and suitability of the underlying blockchain which includes the Ethereum and/or other blockchain protocols which Spxtrum chooses to use (“Blockchain Protocols”), mining disruptions, and who has access to the private key of any wallet where SP8 Tokens are stored.
As with other decentralized digital tokens based on the Blockchain Protocols, SP8 Tokens may be subject to expropriation and/or theft. Hackers, minors and/or other malicious groups or organizations may attempt to interfere with the Services, the Spectrum Protocol or the sale of SP8 Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing, double-spend attacks, majority mining power attacks and selfish-mining attacks. Furthermore, because the Blockchain Protocols' platform rests on open source software and SP8 Tokens are based on open source software, there is the risk that the Blockchain Protocols' smart contracts, if any, may contain intentional or unintentional bugs or weaknesses which may negatively affect SP8 Tokens or result in the loss of Buyer’s SP8 Tokens, the loss of Buyer’s ability to access or control Buyer’s SP8 Tokens or the loss of Ether in Buyer’s account.
Any successful attacks present a risk to the Services, the Spectrum Protocol, and SP8 Tokens, including, but not limited to, accurate execution and recording of transactions involving SP8 Tokens. In the event of such a software bug or weakness, there may be no remedy and holders of SP8 Tokens are not guaranteed any remedy, refund or compensation. Spxtrum does not represent or otherwise assure that it can prevent such external factors from having any direct or indirect adverse impact on any SP8 Tokens. Persons intending to purchase SP8 Tokens should note that adverse events caused by such external factors may result in the loss of some or all SP8 Tokens purchased. Such loss may be irreversible. Spxtrum is not responsible for taking steps to retrieve SP8 Tokens lost in this manner.
Further, because the Blockchain Protocols rely upon the consensus of their participants to determine their governance, those participants may determine to materially modify the operation or transaction history of their blockchain through a “fork” or other means, without the consent or participation of Buyer or Spxtrum, which may have unpredictable or materially adverse impact on the availability or utility of the SP8 Token.
Spxtrum cannot and does not guarantee or otherwise assure that there are no risks in relation to your purchase of SP8 Tokens. The purchase of SP8 Tokens may, depending on the manner in which the relevant purchase is effected, involve third parties or external platforms (e.g. wallets). The involvement of such parties or platforms may introduce risks that would not otherwise be present, such as misconduct or fraud by the third party, or your failure to receive SP8 Tokens upon duly making payment because of a third-party wallet’s incompatibility with SP8 Tokens. Individuals may also intentionally spam the Blockchain Protocols' network in an attempt to gain an advantage in purchasing digital tokens. Accordingly, Buyer acknowledges and understands that the Blockchain Protocols' block producers may not include Buyer’s transaction when Buyer wants or Buyer’s transaction may not be included at all. Spxtrum is not responsible for any risks arising due to the involvement of third parties, including the risk of not receiving (or subsequently losing) any or all SP8 Tokens you attempt to (or successfully) purchase.
There are no guarantees as to the price of SP8 Tokens purchased by Buyer and no guarantees that the price per SP8 Token determined by the market will be equal to or higher than the price at purchase. There is the possibility that the price per SP8 Token may fall below the price paid by initial buyers of SP8 Tokens during the initial distribution period. Spxtrum reserves the right to change the duration of any timeframe for the distribution of SP8 Tokens, including, without limitation, the unavailability or non-functionality of the Website or other unforeseen procedural or security issues.
The SP8 Token is part of the Blockchain Protocols' blockchain. On the Blockchain Protocols, timing of block production is determined by proof of work so block production can occur at random times and irregularly. Buyer acknowledges and understands that the Blockchain Protocols may not include Buyer’s transaction at the time Buyer expects and Buyer may not receive SP8 Tokens the same day Buyer sends Ether for the purchase of the SP8 Tokens.
Digital assets such as SP8 Tokens are commonly stored in storage devices such as virtual or digital wallets or vaults, which requires a private key, or a combination of private keys, for access. The loss of the private key(s) associated with your storage device where you store your SP8 Tokens will result in loss of Buyer’s SP8 Tokens, access to Buyer’s SP8 Token balance and/or any initial balances in blockchains created by third parties. Furthermore, any third party that gains access to these private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate or convert your SP8 Tokens. Spxtrum is not responsible for any such losses.
SP8 Tokens are intended to be used solely in connection with the Services, and Spxtrum will not support or otherwise facilitate any secondary trading or external valuation of SP8 Tokens. This restricts the contemplated avenues for using SP8 Tokens to the provision or receipt of Services, and could therefore create illiquidity risk with respect to the SP8 Tokens you hold. Even if secondary trading of SP8 Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to SP8 Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
SP8 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 that we have or will arrange for in order to offer recourse to you.
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the Services and attempt to facilitate services that are materially similar to the Services. The Services may compete with these alternative platforms, which could negatively impact the Services and SP8 Tokens.
There can be no assurance or guarantee that there will be sufficient interest or participation in the Spectrum Protocol. It is possible that neither the Services nor the Spectrum Protocol will be used by a large number of individuals, companies, and other entities or that there will be limited public interest and participation in the creation and development of distributed ecosystems (such as the Spectrum Protocol) more generally. Such a lack of use or interest could negatively impact the development of the Spectrum Protocol and therefore the potential utility of SP8 Tokens. Lack of interest may also lead to price fluctuation of SP8 Tokens, thus impacting the long-term development of the Spectrum Protocol. When the price fluctuates, Spxtrum will not, and has no responsibility and ability to stabilize or influence the market price of SP8 Tokens.
The Services and the Spectrum Protocol are still under development and may undergo significant changes over time. Although we intend for development to progress in the fashion outlined in the White Paper, and intend to take commercially reasonable steps toward those ends, we may have to make changes to the specifications for any number of legitimate reasons. This could create the risk that the Services, the Spectrum Protocol, and SP8 Tokens, as further developed and maintained, may not meet your expectations at the time of purchase.
Furthermore, it is possible that the Services or the Spectrum Protocol might not be capable of completion, implementation or adoption or it will experience malfunctions or otherwise fail to be adequately developed or maintained despite our good faith efforts to prevent this from occurring. This may negatively impact the Services, the Spectrum Protocol and SP8 Tokens.
Spectrum Protocol and SP8 Tokens will rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of might have a material adverse effect on the Spectrum Protocol and SP8 Tokens.
The development of the Spectrum Protocol on the blockchain is still in a very early stage. It is possible that, due to any number of reasons, including, but not limited to, a decrease in the utility of SP8 Tokens, the failure of commercial relationships, or intellectual property ownership challenges, the Services, Spxtrum, or the Spectrum Protocol may no longer be viable to offer or operate and Spxtrum may suspend operations or dissolve.
Because SP8 Tokens confer no control or governance rights of any kind with respect to the Services, the Spectrum Protocol or Spxtrum or its affiliates, all decisions involving the Services or the Spectrum Protocol will be made by Spxtrum at its sole discretion. This includes, but is not limited to, decisions to discontinue all or part of the Services; create and sell more SP8 Tokens providing access to the Services; or to sell or liquidate Spxtrum. These decisions could adversely affect you in various ways, including in relation to your use of the Services and SP8 Tokens you hold.
Digital tokens such as SP8 Tokens are a new and untested technology. In addition to the risks included in this Schedule B, other risks may arise in connection with your purchase, holding, and use of SP8 Tokens, including risks that Spxtrum cannot anticipate. Such risks may materialize at any point in time. Spxtrum is not responsible for any adverse impact that you may encounter from a risk that has not been identified in any part of the Agreement.