THESE TERMS OF SALE CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ THE TERMS CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS
Your purchase of GOOD Tokens (“GOOD”) during the GOOD token pre-sale (“Token Pre-Sale”) from LinkedThink, LLC dba do Good (“Company,” “we,” or “us”) is subject to these Terms of Sale (“Terms”). Each of you and Company is a “Party,” and together the “Parties.”
By purchasing GOOD from us during the Token Pre-Sale, you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at email@example.com. You and Company agree as follows:
Purpose and Use of GOOD
Company is developing and deploying an Ethereum-based platform enabling users to connect, organize, and assemble teams with aligned incentives to solve complex problems (“Platform”) that may be accessed with GOOD tokens, a decentralized ERC20 token that Company is selling in the Token Pre-Sale. As detailed further in Exhibit A, the uses for GOOD in the Platform are currently expected to include, but are not limited to, starting bounties to solve issues; creating teams to apply for a bounty; and buying advertisements on dogood.io (the “Token Utility”).
Purchase, ownership, receipt or possession of GOOD carries no rights, express or implied, other than the right to use GOOD in connection with Token Utility, in each case, to the extent that the Platform remains in use after its deployment by Company. You understand and accept that GOOD do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to Company and its corporate affiliates, including the governance of Company and its corporate affiliates, subject to limitations and conditions in these Terms. GOOD are not intended to be a digital currency, security, commodity or any other kind of financial instrument.
In order to be eligible to participate in the Token Pre-Sale, you must:
Be at least 18 years of age;
Comply with all the terms and conditions as set forth in these Terms;
Be an accredited investor as defined in Regulation D of the Securities Act of 1933 (the “Securities Act”), or if outside of the United States, must be a non-U.S. Person who is not purchasing for the account or benefit of a U.S. Person as defined under Regulation S of the Securities Act;
Complete the Registration process, as defined and described in more detail in Exhibit B. The Registration process is mandatory and requires you to (i) provide all information we request during the Registration process (“Registration Information”) and (ii) have an ERC20-compatible Ethereum wallet (a “Purchaser Wallet”), each as described further in Exhibit B; and
Fund your Purchaser Wallet with an amount of Ether sufficient to allow you to complete your purchase of GOOD pursuant to these Terms.
Scope of Terms
Unless otherwise stated herein, these Terms govern only your purchase of GOOD from us during the Token Pre-Sale. Company will have no responsibility for the use of GOOD after GOOD are sold.
Cancellation and Refunds; Rejected and Unsuccessful Purchase Attempts
Your purchase of do Good from us during the Token Pre-Sale is final, and there are no refunds or cancellations except as may be required by applicable law or regulation.
WE RESERVE THE RIGHT TO REFUSE OR REJECT GOOD REGISTRATION OR PURCHASE ATTEMPTS AT ANY TIME IN OUR SOLE DISCRETION. ATTEMPTS TO PURCHASE GOOD WILL BE REJECTED IF ETHER IS SENT TO THE GOOD TOKEN PRE-SALE ADDRESS AT ANY TIME BEFORE OR AFTER THE TOKEN PRE-SALE. WE ARE NOT RESPONSIBLE FOR ANY UNSUCCESSFUL ATTEMPT YOU MAY MAKE TO PURCHASE OR REGISTER TO PURCHASE GOOD, REGARDLESS OF CAUSE.
Token Pre-Sale Procedures and Specifications
Important information about the procedures and material specifications of the Token Pre-Sale is provided in Exhibit B. By purchasing GOOD, you acknowledge that you have read and understand Exhibit B.
Acknowledgement and Assumption of Risks
You acknowledge and agree that there are risks associated with purchasing GOOD, owning GOOD, and using GOOD in connection with Token Utility, as disclosed and explained in Exhibit C. If you have any questions regarding these risks, please contact us at firstname.lastname@example.org. BY PURCHASING GOOD, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
You are responsible for implementing reasonable measures for securing your Purchaser Wallet and any other wallet or vault you use to hold GOOD you purchase from us, including any requisite private keys or other credentials necessary to access such Purchaser Wallet or other wallet or vault. Notwithstanding any other provision of these Terms, we will not be responsible or liable for any damages, losses, costs, penalties, fines or expenses arising out of or relating to (i) your failure to implement reasonable measures to secure your Purchaser Wallet or any other wallet or vault you use to hold GOOD or the relevant access credentials, (ii) the loss of, tampering with, circumventing or unauthorized use of the access credentials to your Purchaser Wallet or any other wallet or vault you use to hold GOOD, (iii) any security breach affecting the security of your Purchaser Wallet or any wallet or vault you use to hold GOOD, or (iv) the loss of GOOD from your Purchaser Wallet or any wallet or vault you use to hold GOOD.
Any amounts that you pay for GOOD are exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of GOOD, including, for example, sales, use, value added, and similar taxes. It is your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of GOOD.
Representations and Warranties
You represent and warrant that:
You have a sufficient technical understanding of cryptographic tokens (including GOOD and Ether), Ethereum-based protocols, distributed networks (including the Platform), token storage mechanisms (including your Purchaser Wallet), and blockchain technology in general to understand these Terms and to appreciate the risks and implications of purchasing GOOD;
You have read and understand the terms and conditions of these Terms (including all exhibits which are part of these Terms);
You have obtained sufficient information about GOOD to make an informed decision to purchase GOOD;
You understand, acknowledge and assume the restrictions and risks associated with the purchase, holding and use of GOOD as set forth herein, including, but not limited to, the risks explained and disclosed in Section 6 and Exhibit C;
You understand that GOOD are intended to be used only in connection with Token Utility, and confer no rights of any form with respect to Company or its corporate affiliates, including, but not limited to, any ownership, voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
You are purchasing GOOD solely for use in connection with Token Utility and are not purchasing GOOD for any other purposes, including, but not limited to, any investment, speculative or other financial purposes;
You understand and acknowledge that the Company is not registered with or licensed by any financial regulatory authority. Accordingly, no financial regulatory authority has passed upon the contents of these Terms or the merits of purchasing GOOD, nor have these Terms been filed with, or reviewed by, any Bermuda or other financial regulatory authority;
You understand and acknowledge that these Terms shall not be construed as an invitation to subscribe for any securities, and you understand and acknowledge that no actions of, or documentation issued by the Company, shall be construed as such;
All Registration Information you have provided is complete and accurate;
You are at least 18 years of age;
You are an accredited investor as defined in Regulation D of the Securities Act of 1933 (the “Securities Act”), or if you are outside of the United States, you are a non-U.S. Person who is not purchasing for the account or benefit of a U.S. Person as defined under Regulation S of the Securities Act.
Your purchase of GOOD complies with applicable laws and regulations in your jurisdiction, including, but not limited to, (i) legal capacity and any other applicable legal requirements in your jurisdiction for purchasing GOOD, using GOOD, and entering into contracts with us, (ii) any foreign exchange, regulatory or import/export restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
You hereby certify that you are not (i) a citizen or resident of a geographic area in which use of GOOD in connection with Token Utility is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of State’s Debarred Parties List or other applicable sanctions lists. You hereby represent and agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately notify Company and cease using GOOD. You agree that you will not knowingly sell or otherwise transfer GOOD to a party subject to U.S. or other applicable sanctions;
You are not a citizen or resident of the People’s Republic of China or the Republic of Indonesia or purchasing GOOD from a location in the People’s Republic of China or the Republic of Indonesia;
If you are purchasing GOOD on behalf of any entity, (i) you are authorized to accept these Terms and to act on such entity’s behalf, (ii) such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly), and (iii) such entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization;
You will not use GOOD or the Platform in connection with any activity that violates applicable laws in any relevant jurisdiction, including, but not limited to, use of GOOD or the Platform in connection with transactions that violate U.S. federal or state securities or commodity laws;
You will at all times maintain control of your Purchaser Wallet, and you will not share or disclose the account credentials associated with your Purchaser Wallet with any other party. If you transfer GOOD from your Purchaser Wallet into another wallet or vault, you will likewise at all times maintain control of such other wallet or vault, and you will not share or disclose the account credentials associated with such other wallet or vault with any other party; and
You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of GOOD.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of GOOD, (ii) your responsibilities or obligations under these Terms, (iii) any breach by you of these Terms, or (iv) any infringement or violation by you of any rights of, or laws or regulations applicable to, any other person or entity.
Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 11(a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (I) GOOD ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO GOOD, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT; (II) WE DO NOT REPRESENT OR WARRANT THAT GOOD ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN GOOD WILL BE CORRECTED; AND (III) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT GOOD OR THE DELIVERY MECHANISM FOR GOOD ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section 12 may not apply to you.
Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR LOSS OF PROFITS OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER LOSS OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR LOSS FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF GOOD OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LOSS WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY) FOR ANY LOSS ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE GOOD, EXCEED THE AMOUNT YOU PAY TO US FOR GOOD.
THE LIMITATIONS SET FORTH IN SECTION 12(A) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.
To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, demands and 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 users and the acts or omissions of third parties.
You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release (including similar laws in other applicable jurisdictions) to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
Dispute Resolution; Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “ Disputes ”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (i) waive your and Company’s respective rights to have any and all Disputes arising from or related to these Terms or the purchase of GOOD resolved in a court, and (ii) waive your and Company’s respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms or your purchase of GOOD is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Federal Arbitration Act. These Terms affect interstate commerce and the enforceability of this Section 14 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “ FAA ”), to the maximum extent permitted by applicable law.
Notice; Informal Dispute Resolution . Each Party will notify the other Party in writing of any Dispute within 30 days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by email to Company at email@example.com. We may provide notice to you via email to the email address you provide in connection with Registration. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and Company cannot agree how to resolve the Dispute within 30 days after the date notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this Section 14, commence an arbitration proceeding or, to the extent specifically provided for in Section 14(a), file a claim in court.
Any arbitration will occur in Wilmington, Delaware. Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference. The state and federal courts located in New Castle, Delaware will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county where you reside if the Dispute meets the requirements to be heard in small claims court.
Authority of Arbitrator. As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website . By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the rules of JAMS, or (ii) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
Severability of Dispute Resolution; Arbitration. If any term, clause or provision of this Section 14 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 14 will remain valid and enforceable. Further, the waivers set forth in Section 14(b) are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
Governing Law and Venue
These Terms will be governed by and construed and enforced in accordance with the laws of Gibraltar, without regard to conflict of law rules or principles (whether of Gibraltar or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
In the event of a Disruption Event, we have the right to suspend the Token Pre-Sale. If we elect to suspend the Token Pre-Sale, we will publicly announce the suspension as soon as reasonably practicable and, prior to resuming the Token Pre-Sale, we will announce the resumption at least four hours in advance. If we suspend the Token Pre-Sale for a period of time (the “Suspension Period”) pursuant to this Section 17, we will determine in our sole discretion whether to (i) nevertheless end the Token Pre-Sale on the scheduled Token Pre-Sale End Date (as defined in Exhibit B) or (ii) extend the Token Pre-Sale for a period equal to the Suspension Period. We will provide notice of our election in this regard in the public announcements of the resumption of the Token Pre-Sale following the Suspension Period. A “Disruption Event” means (i) any event or occurrence that causes a disruption in the functionality of the Ethereum blockchain, and such disruption has an adverse effect on the processing time for Ethereum blockchain transactions, (ii) any event or occurrence that causes a disruption in the functionality of the software used in connection with the Token Pre-Sale and such disruption has an adverse effect on the implementation of the Token Pre-Sale, (iii) a change in the price of Ether of 20% or more in any 24-hour period, or (iv) any compromise of security that has or in our sole good faith determination may have an adverse impact on the Token Pre-Sale.
Modification of Terms
We have the right to modify these Terms if we reasonably believe that such modifications are necessary to comply with applicable laws or regulations or to address technical or factual inaccuracies. If we make changes, we will post the amended Terms at www.dogood.io and update the “Last Updated” date above. We may also provide notice to you via email to the email address you provide during Registration. The amended Terms will be effective immediately, and your continued participation in the Token Pre-Sale, or continued use or holding of GOOD you purchase in the Token Pre-Sale, as applicable, shall constitute your acceptance of the modified Terms.
These Terms constitute the entire agreement between you and us relating to your purchase of GOOD from us. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. In the event there is a conflict between these Terms and any other additional terms or information available about the Token Pre-Sale, these Terms shall take precedence unless such additional terms expressly reference variation to these Terms. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. We may assign our rights and obligations under these Terms. Purchasing GOOD from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, may be provided in electronic form.
Description of Platform and GOOD Token
Overview of Platform
The Platform helps people take action to effectively solve problems.
It combines design thinking, open innovation, strategy frameworks, and lean start-up philosophies to give people a way of systematically breaking down problems, identifying and articulating solutions, which can be manifested into concrete projects, businesses, or non-profits. Designed to give the world a more democratic method of solving complex problems, the system enables any person or organization to do all of the following:
GOOD – Token Utility
Company expects GOOD to be used on the Platform for:
Start a bounty to solve an issue;
Create a team to apply for a bounty; and
Buy advertisement(s) on dogood.io.
Additional Information Regarding Platform and Ongoing Development.
Further details regarding the Platform, uses of GOOD for Token Utility, and Company’s anticipated development roadmap are described in the doGood Presents the GOOD Token (“Whitepaper”), which is available here. Although Company intends for the Platform and GOOD Token to function in the manner generally described above, it reserves the right to modify features, functionalities or ongoing development plans in its sole and absolute discretion. Moreover, the information provided in the Whitepaper is provided for illustrative and descriptive purposes only, does not form part of these Terms unless expressly incorporated herein, and is subject to modification by Company in its sole and absolute discretion.
Token Pre-Sale Procedures and Specifications
Total Number of GOOD to be Created and Sold
Company will create a total of 1,000,000,000 GOOD by the time of the Delivery Date (defined in Section 5 below). We do not presently plan to issue any additional GOOD following the Delivery Date, but reserve the right to do so.
Although subject to change at Company’s discretion, at the time of the Delivery Date, the allocation of GOOD is expected to be approximately as follows:
10% of the total GOOD will be allocated to purchasers in the Token Pre-Sale and public sale.
70% of the initial supply will be used as incentives to develop quality content on doGood. This portion of the total supply of GOOD will be kept in cold storage. Portions of this GOOD will be released over time as the Platform is developed by curators and contributors.
10% of the total GOOD will be allocated to our team members.
5% of the initial supply will be given to non-profit organizations for use on doGood.
5% of the initial supply will be allocated to advisors.
Commencement and Duration of Token Pre-Sale
The Token Pre-Sale is expected to begin at 23:00 PST on December 5, 2017 and will continue until (i) 23:00 PST on January 5, 2018 or (ii) until Company has received 1,000 ETH from Pre-Sale purchasers, whichever is earlier (“Token Pre-Sale End Date”). Following that Token Pre-Sale, Company will sell ten percent (10%) of tokens in a public sale currently scheduled to begin at 18:00 UTC on February 5, 2018 and end at 18:00 UTC on February 25, 2018.
GOOD will be sold at the public sale at a rate of 3300 GOOD per 1 Ether contributed. Pre-Sale purchasers will receive a 20% bonus for purchases of at least 22 Ether and a 30% bonus for purchases of at least 330 Ether. GOOD Tokens will thus be awarded as follows during the Pre-Sale:
1 ETH = 3960 GOOD Tokens for purchases of at least 22 Ether.
1 ETH = 4290 GOOD Tokens for purchases of at least 330 Ether.
Registration and Other Procedures for Buying GOOD in the Token Pre-Sale
To participate in the Token Pre-Sale, you must undergo the Token Pre-Sale registration process described herein (“Registration”). Registration is expected to begin at the same time the Token Pre-Sale commences. Before beginning Registration, you must have an ERC-20 compatible Purchaser Wallet, such as the Ethereum wallet supported by MetaMask. To begin Registration, you must access the Registration webpage at https://dogood.io. To complete Registration, you must: (i) provide all Registration Information requested; (ii) review, agree to and comply with these Terms; and (iii) sign a message with the private key corresponding to your Purchaser Wallet. Registration Information is currently expected to include first name, last name, entity (if applicable), date of birth, email address, physical address, Purchaser Wallet address, the amount of Ether you intend to use to purchase GOOD, a copy of your official national passport or other government issued identification (depending on the amount of your purchase request), and if you are a citizen or resident of the United States, evidence that you are an accredited investor as defined by Regulation D of the Securities Act. We reserve the right to request additional Registration Information, and to deny attempts to register for the Token Sale, at our sole and absolute discretion. We will verify your email and phone number (via SMS text message) to persons who successfully complete Registration, and may provide further information relating to the Token Sale to you via email.
GOOD Purchase and Delivery
Following your Registration, we will issue you individual payment instructions containing the GOOD Token Pre-Sale Ethereum address. You must then transfer the purchase price for the quantity of GOOD Tokens you have agreed to purchase to the Pre-Sale Ethereum address within 48 hours.
Tokens will be sent to your Purchaser Wallet address within 90 days of the closing of the public token sale (“Delivery Date”).
Use of Proceeds from GOOD Token Sale
The proceeds of the Token Sale are intended to be used for the ongoing development of the Platform and associated open-source software tools for users and developers to leverage the Platform, as outlined in the Company’s Whitepaper (referenced in Exhibit A). However, there are no restrictions on how the Company may use the proceeds of the Token Sale. The Whitepaper is provided for illustrative and descriptive purposes only, does not form part of these Terms unless expressly incorporated herein, and is subject to modification by Company in its sole and absolute discretion.
Risks Relating to Purchase, Sale, and use of GOOD
Important Note: As noted elsewhere in these Terms, GOOD are not being designed or sold as currency, securities or any other form of investment product. Accordingly, none of the information presented in this Exhibit C is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit C, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
By purchasing, holding and using GOOD, you expressly acknowledge and assume the following risks:
Risk of Losing Access to GOOD Due to Loss of Private Key(s), Custodial Error or Purchase Error
A private key, or a combination of private keys, is necessary to control and dispose of GOOD stored in your Purchaser Wallet or other digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your Purchaser Wallet or other digital wallet or vault storing GOOD will result in loss of such GOOD. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of your Purchaser Wallet or other digital wallet or vault service you use, may be able to misappropriate your GOOD. Any errors or malfunctions caused by or otherwise related to your Purchaser Wallet or other digital wallet or vault you choose to receive and store GOOD, including your own failure to properly maintain or use such Purchaser Wallet or other digital wallet or vault, may also result in the loss of your GOOD. Additionally, your failure to follow precisely the procedures set forth in Exhibit B for buying and receiving GOOD may result in the loss of your GOOD.
Risks Associated with the Ethereum Blockchain
Because GOOD and the Platform are based on the Ethereum blockchain, any malfunction, breakdown or abandonment of the Ethereum blockchain may have a material adverse effect on the Platform or GOOD. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to GOOD and the Platform, including the use of GOOD for Token Utility, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum blockchain.
Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Ethereum blockchain, GOOD are susceptible to attacks by miners in the course of validating GOOD transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Platform and GOOD, including, but not limited to, accurate execution and recording of transactions involving GOOD.
Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the Platform or GOOD in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Platform is based on an open-source protocol, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform, which could negatively affect the Platform and GOOD, including GOOD’s use for Token Utility.
Risks Associated with Markets for GOOD
GOOD are intended to be used solely in connection with the Platform, and Company does not support or otherwise facilitate any secondary trading or external valuation of GOOD. This restricts the contemplated avenues for using GOOD, and could therefore create illiquidity risk with respect to GOOD you hold. Even if secondary trading of GOOD is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to market-related risks. Furthermore, to the extent that third parties do ascribe an external exchange value to GOOD (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, GOOD 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, such as the Federal Deposit Insurance Corporation, or private insurance arranged by us, to offer recourse to you.
Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of GOOD and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Platform and GOOD. Regulatory actions could negatively impact the Platform and GOOD in various ways, including, for purposes of illustration only, through a determination that the purchase, sale, delivery or use of GOOD constitutes unlawful activity, or that registration or licensing is required for GOOD or for some or all of the parties involved in the purchase, sale, delivery or use of GOOD. Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approvals to operate in such jurisdiction.
Risks Arising from Taxation
The tax characterization of GOOD is uncertain. You must seek your own tax advice in connection with purchasing GOOD, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
Risks of Competing Protocols
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the Platform. The Platform may compete with these alternative platforms, which could negatively impact the adoption of the Platform and GOOD, including GOOD’s use for Token Utility.
Risk of Insufficient Interest in the Platform or Distributed Applications
It is possible that the Platform will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed protocols and decentralized applications, more generally. Such a lack of use or interest could negatively impact the development of the Platform and the potential utility of GOOD, including its use for Token Utility.
Risks Associated with Development of the Platform
Although the Platform will be deployed and operational at the time of the Token Sale, it is still subject to ongoing development and may undergo significant changes over time. How other participants will use the Platform is also outside of Company’s control. This could create the risk that GOOD or the Platform, as further developed and used, may not meet your expectations at the time of purchasing GOOD. It is also possible that the Platform will experience malfunctions or otherwise fail to be adequately developed over time, which may negatively impact the Platform and the potential utility of GOOD, including its use for Token Utility.
Risk of an Unfavorable Fluctuation of Ether and Other Currency Value
The Company team intends to use the proceeds from selling GOOD to contribute to the ongoing development of the Platform, as described further in Exhibits A and B. The proceeds of the Token Sale will be denominated in Ether, and may, at Company’s discretion, be converted into other cryptographic and fiat currencies. If the value of Ether or other currencies fluctuates unfavorably during or after the Token Sale, the Company team may not be able to contribute to ongoing development of the Platform in the manner that it intended
Risk of Dissolution of the Company
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether (or other cryptographic and fiat currencies), decrease in GOOD’s utility (including its use for Token Utility), the failure of commercial relationships, or intellectual property ownership challenges, the Company may dissolve. The dissolution of Company may still adversely impact the Platform and the utility of GOOD, given Company’s role in developing the Platform and its anticipated role in contributing to the ongoing development of the Platform.
Risks Arising from Lack of Governance Rights in Company
Because GOOD confer no governance rights of any kind with respect to Company, all decisions involving the Company will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue contributions to the Platform’s ongoing development or to sell or liquidate the Company. As noted above, the consequences of those decisions could adversely impact the Platform and the utility of GOOD that you hold, including GOOD’s use for Token Utility.
Risks Associated with New and Evolving Laws Impacting Decentralized Application Technology
The distributed ledger and decentralized application ecosystem, and by extension the Platform, may be subject to a variety of federal, state and international laws and regulations, including those with respect to financial services, consumer privacy, data protection, consumer protection, content regulation, network neutrality, cyber security, intellectual property (including copyright, patent, trademark and trade secret laws), and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Platform could be enacted, which could adversely impact the Company, the Platform and GOOD, including GOOD’s use for Token Utility.
Additionally, the users and developers of the Platform may be subject to industry-specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Platform and GOOD, including GOOD’s use for Token Utility.
Specific Risks Relating of Value and Function of GOOD
The launch of new features on the Platform utilizing GOOD may be delayed for reasons beyond Company’s control and may ultimately prove unsuccessful. The value of GOOD will depend on the Token Utility. The value may be affected by market conditions and other factors.
The ability to convert GOOD into other cryptocurrencies or fiat currencies will depend on the development of a trading market for the token. Company has no obligation to promote or support trading of GOOD.
No promises of future performance or value are or will be made with respect to GOOD, including no promise of inherent value, no promise of continuing payments, and no guarantee that GOOD will hold any particular value.
Cryptographic tokens such as GOOD are a new and untested technology. In addition to the risks included in this Exhibit C , there are other risks associated with your purchase, holding and use of GOOD, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit C .