PLEASE CONSULT YOUR LEGAL AND FINANCIAL ADVISORS BEFORECONSIDERING PARTICIPATING IN THE TOKEN SALE.
If you decide to participate in the token sale, please note that your payment or contributiondoes not represent, constitute or involve the exchange of cryptocurrencies for any form ofsecurities, investment units and/or form of ordinary shares in the project, platform, company,or any other entity.
The Tokens to be issued and distributed are not intended to constitute securities and/orcollective investment units in any project, platform, association, company or entity of anykind.
Participants do not receive any form of dividend or other revenue rights, nor do theyrepresent any participation in a profit-sharing scheme.
The Tokens are not intended to be used as a means of payment or similar.
Any functionalities of the Token, including any potential rewards, governance utilities, and/orsimilar, are based on the decentralized, programmatic, and subject-to-change nature, andthere is no right, claim, guarantee, or similar regarding any such functionalities.
ERECTUSDAO MAKES NO WARRANTY OR REPRESENTATION, WHATSOEVER, WITHRESPECT TO THE TOKENS AND THE NATURE OF THE TOKENS, INCLUDING, BUTNOT LIMITED TO ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OFFITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv)WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ATHIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OFPERFORMANCE, USAGE OF TRADE, OR OTHERWISE. EXCEPT AS EXPRESSLY SETFORTH HEREIN, THE PARTICIPANT ACKNOWLEDGES THAT IT HAS NOT RELIEDUPON ANY REPRESENTATION OR WARRANTY MADE BY ERECTUSDAO, OR ANYOTHER PERSON ON THE ENTITY’S BEHALF.
The Participant has been advised that the token sale has not been registered under anycountry’s securities laws, and, therefore, cannot be transferable or resold at this stage.
The Participant is participating for its own account not as a nominee or agent, and not with aview to, or for resale in connection with, the distribution thereof, and has no present intentionof selling, granting any tokens, or otherwise distributing the same.
The Participant has such knowledge and experience in financial and business matters thatthe Participant is capable of evaluating the merits and risks of such participation, is able toincur a complete loss of such participation without impairing the Participant’s financialcondition and is able to bear the economic risk of such, for an indefinite period of time.
The Participant represents that it has satisfied itself as to the full observance of the laws ofits jurisdiction in connection with the participation in the token sale, including (i) the legalrequirements within its jurisdiction, (ii) any foreign exchange restrictions applicable to suchparticipation, (iii) any governmental or other consents that may need to be obtained, and (iv)the income tax and other tax consequences, if any, that may be relevant to the participation.
The participation and holding of any tokens will not violate any applicable laws of theParticipant’s jurisdiction.
ErectusDAO may request some personal information about the Participant now or in thefuture. The Participant consents and agrees to the release or disclosure of any and all of theParticipant’s information to third party entities, and applicable Governmental Authorities andto ErectusDAO’s affiliates and/or agents for the compliance of any applicable laws orregulations. The Participant acknowledges that ErectusDAO and others will rely upon thetruth and accuracy of the acknowledgments, representations, and covenants containedherein, and agrees that if any of the acknowledgments, representations, or agreementsdeemed to have been made are no longer accurate, it shall promptly notify ErectusDAO.
The Participant understands that the participation in the token sale involves significant risks,all of which the Participant fully and completely assumes, including, but not limited to, therisk that (i) the technology associated with the network or the tokens, will not function asintended; (ii) the token launch and token auction will not be completed; (iii) the network andthe tokens will fail to attract sufficient interest from users; and (iv) ErectusDAO, its affiliates,the network, or the tokens, may be subject to investigation and punitive actions from anygovernmental authorities. The Participant is financially sophisticated and has suchknowledge and experience in financial and business matters, such that the Participant iscapable of fully evaluating the merits and risks of participating in the token sale. TheParticipant is fully able to bear such risks and agrees to bear such risks. The Participant hasacquired sufficient information about ErectusDAO to reach an informed and knowledgeabledecision to participate in the sale. Furthermore, the Participant has sufficient technicalunderstanding of cryptographic tokens, network protocols, smart contracts, token storagemechanisms, and distributed networks or distributed ledger technology in general tounderstand and to appreciate the risks and implications of participating in the token sale.
THE PARTICIPANT UNDERSTANDS AND EXPRESSLY ACCEPTS THAT THE TOKENSWILL BE CREATED AND DELIVERED AT THE SOLE RISK OF THE PARTICIPANT ONAN “AS IS,” “UNDER DEVELOPMENT” AND “AS AVAILABLE” BASIS, WITHOUTWARRANTIES OF ANY KIND.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PARTICIPANTASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OFANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADEBY ERECTUSDAO, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TOTHE USE OF THE TOKENS.
Any information related to the Token and/or the ErectusDAO is not to be construed as any sort of business, investment, legal, tax, or any other sort of advice. Any such information is of general nature, does not purport to contain all information a specific individual may require, and anyone interacting with Token and/or the ErectusDAO should do their own research and consult with professional advisors where needed. Any such information is provided 'as is' and 'as available', and there are no representations or warranties regarding the completeness, accuracy, and or up-to-date accuracy of information made available. No such information is to be understood as any kind of solicitation, recommendation, or offer to purchase or obtain Token and/or to interact with the ErectusDAO.
THE PARTICIPANT ACKNOWLEDGES THAT THE INFORMATION PROVIDEDCONSTITUTES SUFFICIENT INFORMATION FOR THE PARTICIPANT TO MAKE ANINFORMED DECISION AND THAT THE PARTICIPANT HAS MADE SUCH AN INFORMEDDECISION. THE PARTICIPANT ACKNOWLEDGES THAT IT HAS BEEN ADVISED TOCONSULT WITH, AND HAS CONSULTED WITH, THE PARTICIPANT’S OWN ATTORNEY,ACCOUNTANT, TAX ADVISOR, AND INVESTMENT ADVISOR WITH RESPECT TO THEPARTICIPATION.
The Participant understands that the Participant bears sole responsibility for any taxes as aresult of the matters and transactions contemplated by the token sale, any future acquisition,ownership, use, sale or other disposition of Tokens. This includes the tax implicationsassociated with any determination that the tokens do represent a security, a right to asecurity, an asset or commodity, a right to an asset or commodity, a utility or use right.
The Participant agrees to indemnify, defend and hold ErectusDAO, or any of its affiliates,directors, officers, employees, contributors, advisors or agents (including developers,auditors, contractors or founders) harmless for any claim, liability, assessment or penalty,including with respect to any taxes associated with or arising from the Participant’sparticipation in the token launch or auction, or the use or ownership of tokens.
The following restrictions apply to participation in thegovernance of ErectusDAO by holding the $ERECTUS governance token, in addition to anyother restrictions that may apply depending on the respective applicable law of theParticipant (for which the Participant bears sole responsibility):
The $ERECTUS governance token described herein may not be held by, offered or sold to“U.S. persons” (within the meaning of Rule 902 of Regulation S promulgated under theSecurities Act of 1933, as amended) or within the United States of America and may not beoffered or sold, directly or indirectly, to U.S. persons or within the United States of America,unless, among other things, they are subsequently registered under applicable securitieslaws or an exemption from such registration is available.
Further, no entity, person or body corporate, nor any affiliates or beneficial owners of thesame, who is deemed a Prohibited Person may own, buy, or sell the $ERECTUS tokendescribed herein. For the purposes hereof, “Prohibited Person” means any individual, orlegal entity or person, including a government or political subdivision or an agency orinstrumentality thereof (each a “Person”) that is: (i) a national or resident of, or legal entityformed or incorporated within or subject to the Laws of any United States embargoed orrestricted country, (ii) a national or resident of, or legal entity formed or incorporated within orsubject to the Laws of the Republic of Cuba, Democratic People’s Republic of North Korea,Islamic Republic of Iran, Libya, People’s Republic of China, Republic of South Sudan,Republic of Sudan, Syrian Arab Republic or the Crimea; (iii) included on, or affiliated withany Person on the United States Commerce Department’s Denied Persons List, Entities List, or Unverified List; the U.S. Department of the Treasury’s Specially Designated Nationals andBlocked Persons List, Specially Designated Narcotics Traffickers or Specially DesignatedTerrorists, or the Annex to Executive Order No. 13224; the Department of State’s DebarredList; or UN Sanctions; (iv) a Person with whom business transactions, including exports andre-exports, are restricted by a United States Governmental Authority, including, each itemlisted in the foregoing clauses (i), (ii), (iii) and (iv) and any updates or revisions thereto andany newly published rules therefore; or (v) a subject or target of any other economicsanctions administered or enforced by Switzerland, the United Nations, the European Union,or the United Kingdom.
