Terms & Condition
The following Terms and Conditions (“Terms”) govern your (“you” or the “Purchaser”) purchase of cryptographic tokens (“SNB”) from SYNCHRONIUM LTD, an exempted company registered in the United Kingdom (the “Company”). Each of you and the Company is a “Party” and, together, the “Parties” to these Terms. This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the SynchroBitcoin (SNB) sale.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE SNB FROM THE COMPANY. BY PURCHASING SYNCHROBITCOIN (SNB) FROM THE COMPANY, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY AT [email protected]
By purchasing SynchroBitcoin (SNB), and to the extent permitted by law, you are agreeing not to hold any of the Company and its 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 “SYNCHRONIUM LTD”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of SynchroBitcoin (SNB), including losses associated with the terms set forth below.
DO NOT PURCHASE SYNCHROBITCOIN (SNB) IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING SYNCHROBITCOIN (SNB), YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE SYNCHROBITCOIN (SNB).
PURCHASES OF SYNCHROBITCOIN (SNB) SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC TOKENS, INCLUDING ETHEREUM ERC-20 TOKENS, AND BLOCKCHAIN BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF SYNCHROBITCOIN (SNB) DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH, FIAT AND ANY OTHER TYPES OF FUNDS OR SYNCHROBITCOIN (SNB) RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE SYNCHROBITCOIN (SNB) OR PARTICIPATE IN THE SALE OF SYNCHROBITCOIN (SNB). YOUR PARTICIPATION IN SYNCHROBITCOIN (SNB) SALE IS DEEMED TO BE YOUR UNDERTAKING THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.
PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL, THE SYNCHROBITCOIN (SNB) IN ACCORDANCE WITH THE FOLLOWING TERMS:
1. Conditions to SynchroBitcoin (SNB) sale
YOU MAY NOT MAKE A ACQUIRE A SYNCHROBITCOIN (SNB) IF YOU ARE A CITIZEN, RESIDENT (TAX OR OTHERWISE) OR GREEN CARD HOLDER OF THE UNITED STATES OF AMERICA, OR A CITIZEN OR RESIDENT OF SYRIA, OR LIBYA, OR BURMA, OR CONGO, CUBA, AND OR NORTH KOREA.
When you purchase, or otherwise receive, a SynchroBitcoin (SNB), you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the SynchroBitcoin (SNB)s:
■ Neither the Company nor any of the SYNCHRONIUM companies around the world, and or team members or staff has provided you with any advice regarding whether SynchroBitcoin (SNB) is a suitable investment for you;
■ You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as Bitcoin and Ether, as well as blockchain-based software systems generally;
■ You are legally permitted to receive and hold and make use of SynchroBitcoin (SNB) in your and any other relevant jurisdiction;
■ You will supply us with all information, documentation or copy documentation that we require in order to allow us to accept your purchase of SynchroBitcoin (SNB) and allocate SynchroBitcoin (SNB) to you;
■ You have not supplied us with information relating to your acquisition of SynchroBitcoin (SNB) or otherwise which is inaccurate or misleading;
■ You will provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering (AML) obligation;
■ You bear the sole responsibility for purchasing SynchroBitcoin (SNB)s and the source of the funds you use for purchasing SynchroBitcoin (SNB)s;
■ You will notify us promptly of any change to the information supplied by you to us;
■ You are of a sufficient age (if an individual) to legally obtain SynchroBitcoin (SNB), and you are not aware of any other legal reason to prevent you from obtaining SynchroBitcoin (SNB);
■ You take sole responsibility for any restrictions and risks associated with receiving and holding SynchroBitcoin (SNB), including but not limited to these set out in Annex A;
■ By acquiring SynchroBitcoin (SNB), you are not making a regulated investment, as this term may be interpreted by the regulator in your jurisdiction;
■ You are not obtaining or using SynchroBitcoin (SNB) for any illegal purpose, and will not use SynchroBitcoin (SNB) for any illegal purpose;
■ You have enough working knowledge of English language to read, understand, and accept the terms and conditions of SynchroBitcoin (SNB)s purchasing and the information provided on the White Paper and the associated website(s);
■ You waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of SynchroBitcoin (SNB);
■ Your acquisition of SynchroBitcoin (SNB) not involve your purchase or receipt of shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;
■ Your purchase of SynchroBitcoin (SNB) is neither refundable nor cancelable;
■ To the extent permitted by law and provided we act in good faith, the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of SynchroBitcoin (SNB) and/or the Ethereum Network;
■ You accept that SynchroBitcoin (SNB) is created and you obtain SynchroBitcoin (SNB) on an “as is” and “under development” basis. Therefore, provided the Company acts in good faith, you accept that the Company is providing SynchroBitcoin (SNB) without being able to provide any warranties in relation to SynchroBitcoin (SNB), including, but not limited to, title, merchantability or fitness for a particular purpose;
■ You accept that you bear sole responsibility for determining if (i) the acquisition, the allocation, use or ownership of SynchroBitcoin (SNB) (ii) the potential appreciation or depreciation in the value of SynchroBitcoin (SNB) over time, if any, (iii) the sale and purchase of SynchroBitcoin (SNB); and/or (iv) any other action or transaction related to SynchroBitcoin (SNB) has tax implications.
2. Overview of SynchroBitcoin (SNB) sale
SynchroBitcoin (SNB) is required for proper operation and comprehensive utilization of SynchroBit Digital Assets Trading Platform (as defined in the white paper (the “White Paper”) provided at https://snbtoken.io (the “Website”) as of the date the Purchaser acquires SynchroBitcoin (SNB)).
The maximum total supply of SynchroBitcoin (SNB) is 1,000,000,000 and will be distributed as defined in the White Paper. SynchroBitcoin (SNB)s are already generated and the token delivery is immediate after successful purchaser by the purchaser. No more SynchroBitcoin (SNB)s will be issued. Ownership of SynchroBitcoin (SNB) during the SynchroBitcoin (SNB) sale carries no rights express or implied. Purchases of SynchroBitcoin (SNB)s are non-refundable.
The token distributions and allocations are described on the White-Paper available on https://snbtoken.io/wp.pdf
Note: If any tokens remained unsold, the Company will reserve 50% of them and lock them for 2 years in the reserve, 50% will be burned, distributed among the ICO holders, and or will be gifted to humanitarian organizations, charities, and animal right organizations around the world with 2-5 years lock in period.
3. Post ICO/IEO Listings
By the end of SynchroBitcoin (SNB) IEO, SynchroBitcoin (SNB) will be integrated into SynchroBit.io digital assets trading platform and enables the holders to trade it with all listed assets and use if for the defined functionalities on the White Paper.
SynchroBitcoin (SNB) will be tradeable as an official cryptocurrency on the reliable Ethereum Decentralized Exchanges (DEXs) which will be announced by the Company and the exchanges.
SynchroBitcoin (SNB) will be also listed on the featured exchanged on the White Paper, after ICO and IEO based on the announcements that the Company and the exchanges will make together.
4. Insider Deal
The Company warrants that neither it nor its shareholders will purchase SynchroBitcoin (SNB) during the SynchroBitcoin (SNB) ICO and IEO sale. Furthermore, the Company warrants that neither it nor its shareholders will purchase SynchroBitcoin (SNB) from any third party during the period of the SynchroBitcoin (SNB) ICO and IEO sale.
5. All SynchroBitcoin (SNB) Purchases Are Final
ALL PURCHASES OF SYNCHROBITCOIN (SNB) ARE FINAL. PURCHASES OF SYNCHROBITCOIN (SNB) ARE NON-REFUNDABLE. BY PURCHASING SYNCHROBITCOIN (SNB), THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, DIRECTORS OR SHAREHODELRS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON.
IF THE COMPANY BELIEVES, IN ITS SOLE DISCRETION, THAT ANY INDIVIDUALS OR ENTITIES OWNING SYNCHROBITCOIN (SNB) CREATES MATERIAL REGULATORY OR OTHER LEGAL RISKS OR ADVERSE EFFECTS FOR THE COMPANY AND/OR SYNCHROBITCOIN (SNB), THE COMPANY RESERVES THE RIGHT TO: (A) BUY ALL SYNCHROBITCOIN (SNB) FROM SUCH SYNCHROBITCOIN (SNB) OWNERS AT THE THEN-EXISTING MARKET PRICE AND/OR (B) SELL ALL CRYPTOCURRENCY ASSETS OF THE COMPANY.
The Purchaser bears the sole responsibility to determine if the purchase of SynchroBitcoin (SNB) with BTC, LTC, ETH, XRP, BCH, XLM, TRX, USDT, Fiat currencies or the potential appreciation or depreciation in the value of SynchroBitcoin (SNB) over time has tax implications for the Purchaser in the Purchaser’s home jurisdiction. By purchasing SynchroBitcoin (SNB), and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of SynchroBitcoin (SNB).
8. Force Major
The Company and SynchroBit Team is not liable for failure to perform solely caused by:
■ Unavoidable casualty,
■ Delays in delivery of materials,
■ Delays in the platform operations due to technical reasons,
■ Government orders,
■ Acts of civil or military authorities,
■ Acts by common carriers,
■ Emergency conditions (including weather conditions),
■ Security issues arising from the technology used,
Or any similar unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, the party injured by the other’s inability to perform may elect to suspend the Terms, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
9. Disclaimer of Warranties
THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING SYNCHROBITCOIN (SNB) AT THE PURCHASER’S SOLE RISK AND THAT SYNCHROBITCOIN (SNB) IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NONE OF THE SYNCHRONIUM TEAM WARRANTS THAT THE PROCESS FOR PURCHASING SYNCHROBITCOIN (SNB) WILL BE UNINTERRUPTED OR ERROR-FREE.
10. Limitations Waiver of Liability
THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO USE, SYNCHROBITCOIN (SNB) OR (ii) THE COMPANY AND SYNCHROBIT TEAM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE COMPANY AND SYNCHROBIT TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, SYNCHROBITCOIN (SNB), OR ARISING OUT OF ANY INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO SYNCHROBITCOIN (SNB). THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE SYNCHRONIUM TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF SYNCHROBITCOIN (SNB), AND THAT THE RISK OF PURCHASING AND USING SYNCHROBITCOIN (SNB) RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE COMPANY AND SYNCHROBIT TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE COMPANY FOR THE PURCHASE OF SYNCHROBITCOIN (SNB). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR FRAUD OF THE COMPANY AND SYNCHROBIT TEAM.
11. Complete Agreement
These Terms set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of SynchroBitcoin (SNB). For facts relating to the sale and purchase, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of SynchroBitcoin (SNB) and supersede any public statements about the SynchroBitcoin (SNB) sale made by third parties or by the Company and SynchroBit Team or individuals associated with any of the Company and SynchroBit Team, past and present and during the SynchroBitcoin (SNB) sale.
The Purchaser and the Company agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
13. No Waiver
The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the Company and SynchroBit Team shall be deemed a modification of these Terms nor be legally binding.
14. Updates to the Terms
The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing SynchroBitcoin (SNB). The Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.
15. Cooperation with Legal Authorities
The Company will cooperate with all law enforcement inquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and SynchroBit Team 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 SynchroBitcoin (SNB); (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.
The Company reserves the right to exercise the sole control over the defense, at your expense, of any claim subject to indemnification under this Section 16. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanisms you use to receive and hold SynchroBitcoin (SNB) purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.
Currently, only English versions of any SynchroBit Team communications is considered official. The English version shall prevail in case of differences in translation.
19. Governing Law
The Terms, the arbitration clause contained in them, and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by, construed, and take effect in accordance with English law.
Any dispute or difference arising out of or in connection with these Terms or the legal relationships established by these Terms, including any question regarding its existence, validity or termination (“Dispute”), shall be referred to and finally resolved by arbitration under the LCIA Rules which will be deemed to be incorporated by reference into this clause, save for any waiver of any rights the parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, which rights are expressly reserved. The number of arbitrators shall be three. The seat of the arbitration shall be London. The language of the arbitration shall be English.
A dispute arising out of or related to these Terms is personal to you and the 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 attempt 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.
SynchroBitcoin (SNB) Risks
By purchasing, owning, and using SynchroBitcoin (SNB), you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to SynchroBitcoin (SNB) Due to Loss of Private Key(s), Custodial Error or Purchaser Error
A private key, or a combination of private keys, is necessary to control and dispose of SynchroBitcoin (SNB) stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing SynchroBitcoin (SNB) will result in loss of such SynchroBitcoin (SNB). Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your SynchroBitcoin (SNB). Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store SynchroBitcoin (SNB) in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your SynchroBitcoin (SNB). Additionally, your failure to follow precisely the procedures set forth in for buying and receiving Tokens, including, for instance, if you provide the wrong address for the receiving SynchroBitcoin (SNB), or provides an address that is not ERC-20 compatible, may result in the loss of your Tokens.
2. Risks Associated with the Ethereum Protocol
Because SynchroBitcoin (SNB) and the its platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the platform or SynchroBitcoin (SNB). Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the SynchroBitcoin (SNB) and the platform, including the utility of the SynchroBitcoin (SNB) for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
3. Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Ethereum protocol, SynchroBitcoin (SNB) are susceptible to attacks by miners in the course of validating SynchroBitcoin (SNB) 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 SynchroBitcoin (SNB), including, but not limited to, accurate execution and recording of transactions involving SynchroBitcoin (SNB).
4. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the platform or SynchroBitcoin (SNB) 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 open-source software, 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 SynchroBitcoin (SNB), including the utility of SynchroBitcoin (SNB) for obtaining services.
5. Risks Associated with Markets for SynchroBitcoin (SNB)
If secondary trading of Tokens is facilitated by third-party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third-parties do ascribe an external exchange value to SynchroBitcoin (SNB) (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile.
6. Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, SynchroBitcoin (SNB) are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Company, to offer recourse to you.
7. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of SynchroBitcoin (SNB) 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, including the SynchroBit platform and SynchroBitcoin (SNB). 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 SynchroBitcoin (SNB). Regulatory actions could negatively impact the platform and SynchroBitcoin (SNB) in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of SynchroBitcoin (SNB) constitutes unlawful activity or that SynchroBitcoin (SNB) are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
8. Risks Arising from Taxation
The tax characterization of SynchroBitcoin (SNB) is uncertain. You must seek your own tax advice in connection with purchasing SynchroBitcoin (SNB), which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
9. Risk of Competing platforms
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the platform and attempt to facilitate services that are materially similar to the SynchroBit services.
10. Risks Arising from Lack of Governance Rights
Because SynchroBitcoin (SNB) confer no governance rights of any kind with respect to the SynchroBit platform or the Company, all decisions involving the Company’s products or services within the platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the platform and the utility of any SynchroBitcoin (SNB) you own, including their utility for obtaining services.
11. Unanticipated Risks
Cryptographic tokens such as SynchroBitcoin (SNB) are a new and untested technology. In addition to the risks included in this Annex A of these Terms, there are other risks associated with your purchase, possession and use of SynchroBitcoin (SNB), including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A of these Terms.
For further information regarding the SynchroBitcoin (SNB) sale, please contact [email protected]
SYNCHROBITCOIN (SNB) SALE APPLICATION
1-1) I will keep confidential and will not disclose to third parties (other than my tax or other financial advisors under like conditions of confidentiality) any and all information regarding SYNCHRONIUM LTD, an exempted company, registered under the laws of UNITED KINGDOM, (“SYNCHRONIUM”) however, that this confidential treatment shall not apply to the tax treatment and tax structure of an acquisition of SynchroBitcoin (SNB)s and all materials of any kind (including opinions or other tax analyses) that are provided to me relating to such tax treatment and tax structure.
2. Authorization and Indemnification
2-2) I hereby authorize and instruct each of SYNCHRONIUM and Smart Contract Supporter to accept and execute any instructions given in relation to any SynchroBitcoin (SNB) acquired for by me. I agree to keep each of them indemnified against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon such instructions and they may each rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine or to be signed by properly authorized persons.
2-2) I indemnify and hold harmless each of SYNCHRONIUM, SynchroBit Team against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon instructions given in relation to any SynchroBitcoin (SNB) purchased by me.
2-3) I indemnify and hold harmless SYNCHRONIUM, SynchroBit Team and their respective directors, members, partners, shareholders, officers, employees, agents, and affiliates (collectively, the Indemnified Parties) from and against any and all losses, liabilities, damages, penalties, costs, fees and expenses (including legal fees and disbursements) that may result, directly or indirectly, from any inaccuracy in or breach of any representation, warranty, covenant or Application set forth in this Application or in any other document I deliver to SYNCHRONIUM, SynchroBit Team, or from my assertion of my proper authorization to act.
2-4) I indemnify and hold harmless SYNCHRONIUM, SynchroBit Team and each of its agents and delegates and each of their respective principals, members, managers, officers, directors, stockholders, employees, and agents (each a FATCA Indemnified Party) and hold them harmless from and against any withholding and any FATCA (or other withholding or information reporting) related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses) penalties or taxes whatsoever which a FATCA Indemnified Party may suffer or incur as a result of any action or inaction on my part (or on the part of any person related to me). This indemnification shall survive my death or the disposition of my SynchroBitcoin (SNB)(s).
2-5) I indemnify and hold harmless the SYNCHRONIUM, SynchroBit Team against any loss arising as a result of a delay or failure to process this application or a redemption request if I have failed to provide such evidence as is required by such parties to satisfy applicable anti-money laundering rules.
2-6) I understand, acknowledge and agree that:
• Any Indemnified Party, FATCA Indemnified Party or other identifiable person who is not a party to this Application may enforce any rights granted to it pursuant to this Application in its own right as if it was a party to this Application. Except as expressly provided in the foregoing sentence, a person who is not a party to this Application shall not have any rights under the Contracts (Rights of Third Parties) Law, 2014 (as amended) to enforce any term of this Application. Notwithstanding any term of this Application, the consent of or notice to any person who is not a party to this Application shall not be required for any termination, rescission or Application to any variation, waiver, assignment, novation, release or settlement under this Application at any time;
• SYNCHRONIUM, SynchroBit Team may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine, howsoever given;
• SYNCHRONIUM, SynchroBit Team will protect and indemnify its agents, delegates, service providers, officers, directors and other representatives against liability.
I understand, acknowledge and agree as follows:
3-1) Terms not defined herein will be as defined in the White Paper and Terms and Conditions (collectively, the Token Sale Terms) located at https://snbtoken.io (the Website).
3-2) References to Token Sale Terms and the Articles are to those documents as they may be amended from time to time.
White Paper and/or Terms and Conditions
3-3) I have received and reviewed: (i) the Token Sale Terms and have taken appropriate legal and tax advice with respect to the same.
3-4) I understand that SynchroBitcoin (SNB)s do not represent nor do they entitle the holder, in any way whatever, to a:
• Depository Account;
• Custodial Account;
• Cash Value Insurance Contract;
• Annuity Contract; or
• Equity and/or Debt Interest in SYNCHRONIUM;
• As such terms are defined in the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations, 2015, BTLG1-8265751-5.
4. Terms of Tokens
4-1) SynchroBitcoin (SNB)s are held subject to the terms and conditions of the Token Sale Terms and this Application (this Application).
4-2) No certificate will be issued to in relation to my) SynchroBitcoin (SNB)s and my personal) SynchroBitcoin (SNB)s holding will not be reflected, recognized or recorded in any account or ledger maintained by SYNCHRONIUM.
5. Acquisition and Reversion
5-1) I understand that Acquisitions and Reversions will be processed by SYNCHRONIUM as per its Token Sale Terms. For the purposes of this Application, a “Reversion” means a transaction directly between SYNCHRONIUM and you whereby SynchroBitcoin (SNB) registered on your public key revert back to a public key owned or controlled by SYNCHRONIUM or its affiliates in accordance with the Terms and Conditions.
5-2) I understand that, prior to any purchase of SynchroBitcoin (SNB)s, I must pay cash or Digital Currency (Contributed Amount) to SYNCHRONIUM in accordance with the Token Sale Terms to the cryptocurrency address indicated by SYNCHRONIUM.
5-3) Upon acceptance of my request to buy SynchroBitcoin (SNB)s, the Contributed Amount will be converted for SynchroBitcoin (SNB)s in accordance with the Token Sale Terms.
5-4) Any Reversion proceeds realized and due to me following a Reversion of SynchroBitcoin (SNB)s held by me at the point of Reversion (Reversion Proceeds) in accordance with Token Sale Terms shall be paid to me as soon as practicable in the manner set forth in the Token Sale Terms.
5-5) Contributed Amount or Reversion Proceeds shall be transferred and/or reflected on the same Digital Currency address from which the Contributed Amount was originally remitted unless such account or Digital Currency address has been changed and notified to SYNCHRONIUM and all relevant anti-money laundering and other verification procedures have been complied with prior to withdrawal. No Contributed Amount or Reversion Proceeds shall be paid to any Third-Party account in respect of SynchroBitcoin (SNB)s held by me and reverted.
5-5) I acknowledge and understand that, for so long as any Reversion Proceeds are held as assets of SYNCHRONIUM, I shall accept the risk that a creditor of SYNCHRONIUM may seek to and may be successful in securing discharge of a liability of SYNCHRONIUM out of SYNCHRONIUM assets, thereby materially adversely affecting the value of my Contributed Amount and/or Reversion Proceeds and potentially reducing one or both to zero.
5-6) Furthermore, I acknowledge that any interest accruing with respect to such Contributed Amount and/or Reversion Proceeds held in this manner shall be for the benefit of SYNCHRONIUM only.
6. Anti-Money Laundering
6-1) SYNCHRONIUM (and/or its delegate) may request such evidence as is necessary to verify the identity and source of funds of a prospective token purchaser and to confirm the AML status of any redeeming SynchroBitcoin (SNB) holder. SYNCHRONIUM shall not accept or repay any Contributed Amount and/or application for SynchroBitcoin (SNB)s and shall not pay any Reversion Proceeds until all information required for verification purposes has been provided.
6-2) If, as a result of any information or other matter which comes to his attention, any person resident in the United Kingdom knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to: (i) the Financial Reporting Authority of the UNITED KINGDOM, pursuant to the Proceeds of Crime Law (Revised) of the UNITED KINGDOM if the disclosure relates to criminal conduct or money laundering; or (ii) a police constable not below the rank of inspector, or the Financial .
6-3) Reporting Authority, pursuant to the Terrorism Law (Revised) of the UNITED KINGDOM, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
6-4) SYNCHRONIUM prohibits acceptance of funds by any persons or entities that are acting, directly or indirectly: (i) in contravention of any U.S. or international laws and regulations, including anti-money laundering regulations or conventions; (ii) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control  (“OFAC”), as such list may be amended from time to time; (iii) for a senior foreign political  figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political, unless the SYNCHRONIUM, after being specifically notified in writing that the Purchaser is such a person, conducts further due diligence, and determines that such acquisition shall be permitted; or (iv) for a foreign shell bank  (such persons or entities in (i) – (iv) are collectively referred to as “Prohibited Persons”).
7. Tax Information Exchange Obligations
7-1) I acknowledge that SYNCHRONIUM may be subject to certain obligations (the Tax Information Exchange Obligations) to gather and disclose to the competent authorities information relating to purchasers of SynchroBitcoin (SNB) under: (i) the United States Foreign Account Tax Compliance Act provisions enacted under the United States Hiring Incentives to Restore Employment Act and any guidance, or regulations relating thereto (FATCA); (ii) any other legislation, regulations or guidance enacted in any jurisdiction which seeks to implement similar tax reporting, tax information exchange, reporting and/or withholding tax regimes (including the OECD Common Reporting Standard on the automatic exchange of financial account information); (iii) any intergovernmental Application between the UNITED KINGDOM (or any UK government body) and the U.S., Republic of Georgia or any other jurisdiction (including any government bodies in any other such jurisdiction), entered into, in order to comply with, facilitate, supplement or implement the legislation, regulations or guidance described in (i) and (ii), including the OECD Multilateral Competent Authority Application; and (iv) any legislation, regulations or guidance in the Cayman Islands that give effect to the foregoing.
7-2) I shall execute properly and provide to SYNCHRONIUM in a timely manner any documentation or other information that SYNCHRONIUM or its agents may request in writing from time to time in connection with the Tax Information Obligations. I waive any provision under the laws and regulations of any jurisdiction that would, absent a waiver, prevent or inhibit SYNCHRONIUM’s compliance with applicable law as described in this paragraph, including but not limited to by preventing either (i) the Purchaser from providing any requested information or documentation, or (ii) the disclosure by SYNCHRONIUM and its agents of the provided information or documentation to applicable regulatory authorities. Without limitation, I shall provide any documentation or other information regarding myself and my beneficial owners requested by SYNCHRONIUM or its agents in connection with the Tax Information Exchange Obligations.
7-3) If I provide information and/or documentation that is in anyway misleading, or I fail to provide SYNCHRONIUM or its agents or delegates with the information and documentation that has been requested, (whether or not such action or inaction leads to compliance failures by SYNCHRONIUM, or a risk of SYNCHRONIUM or its token holders being subject to withholding tax or other penalties), SYNCHRONIUM reserves the right:to take any action and/or pursue all remedies at SYNCHRONIUM’s disposal including, without limitation, compulsory Reversion of my SynchroBitcoin (SNB)s in full or in part; andto hold back from any Reversion proceeds in respect of the Tokens so reverted, any liabilities, costs, expenses or taxes arising (directly or indirectly) from such action or inaction.
7-4) Further, I shall have no claim against SYNCHRONIUM or SynchroBit Team, or either of their agents or delegates, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of SYNCHRONIUM or SynchroBit Team in order to comply with the Tax Information Exchange Obligations.
8. Electronic Delivery of Reports and Other Communications.
8-1) I accept that such electronic communications are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with or without the knowledge of the sender or the intended recipient. SYNCHRONIUM or SynchroBit Team make no warranties in relation to these matters. Each of SYNCHRONIUM or SynchroBit Team reserve the right to intercept, monitor, and retain e-mail messages to and from their systems as permitted by applicable law. If I have any doubts about the authenticity of an electronic communication purportedly sent by SYNCHRONIUM or SynchroBit Team I am required to contact the purported sender immediately. SYNCHRONIUM’s acceptance of my SynchroBitcoin (SNB) purchase is not conditioned on my giving consent to electronic delivery of SYNCHRONIUM related information. If I do not have reliable access to the internet or e-mail, I shall not acquire Tokens. I shall not be entitled to receive any information from SYNCHRONIUM in paper format.