RYO-CHAN TOKEN SALE AGREEMENT
Download PDFLast Updated: 01.01.2026
You are strongly encouraged to read and carefully consider the White Paper (as defined below) and this token purchase and sale agreement ("Token Sale Agreement") before proceeding.
This Token Sale Agreement is a contractual agreement between you, or the entity you represent, and BIOLERA LIMITED, a company incorporated under the legislation of Seychelles Islands, bearing the registration number 235952, with a registered address at Suite 1, Second Floor, Sound&Vision House, Francis Rachel Str., Victoria, Mahe, Seychelles (the "Company"). It relates to the acquisition of Tokens by Purchaser from the Company.
You agree that by clicking the checking the box "I Accept Token Sale Agreement", you accept and agree to be bound by this Token Sale Agreement, and any terms incorporated by reference herein. Such terms will constitute a binding agreement between the Company and you, the Purchaser. If you have any questions please contact info@app-ryochan.com.
1. DEFINITIONS
1. Beneficial Owner - a natural person who, taking advantage of their influence, makes a transaction, act, action, operation or step or otherwise exercises control over a transaction, act, action, operation or step or over another person and in whose interests or favour or on whose account a transaction or act, action, operation or steps made. In the case of companies, a beneficial owner is the natural person who ultimately owns or controls a legal person through direct or indirect ownership of a sufficient percentage of the shares or voting rights or ownership interest in that person, including through bearer shareholdings, or through control via other means;
2. Eligible Purchasers - explained in Schedule 1 of this Token Sale Agreement;
3. General Availability Sale - general public sale of Tokens;
4. General Sale End Time - a date and time published on the Website, when the sale of Tokens to the general public ends;
5. General Sale Period - the period of time between the General Sale Start Time and the General Sale End Time;
6. General Sale Start Time - a date and time published on the Website, when the sale of Tokens to the general public begins;
7. KYC - Know Your Customer;
8. Payment Currency - Ether, USDT, other cryptocurrencies approved by the Company;
9. Platform - A group of interrelated websites owned and operated by Company, available on the Internet via address: https://app-ryochan.com.
10. Pre-Sale - early access to the sale of Tokens for certain registered and approvedly Purchasers;
11. Pre-Sale End Time - a date and time published on the Website, when the Pre-Sale ends;
12. Pre-Sale Period - the period of time between the Pre-Sale Start Time and the Pre-Sale End Time;
13. Pre-Sale Start Time - a date and time published on the Website, when the Pre-Sale starts;
14. Prohibited Persons - natural and legal persons explained in Schedule 1 of this Token Sale Agreement who are not eligible to purchase Tokens because of restrictive laws and regulations in their home country;
15. Purchase Price - price per Token multiplied by the number of Tokens acquired in a particular transaction by a particular Purchaser;
16. Purchased Tokens - Tokens acquired by the Purchaser;
17. Resident - a person who (i) is a citizen or entity of, (ii) is formed in; (iii) resides in; (iv) located in; (v) has a place of business or domicile in; and/or (vi) is conducting business in a specific country is that country's resident;
18. Restricted Territory - China, Canada, Iran, Iraq, Japan, Korea DPR, USA or any of their respective states, provinces, territories and possessions or another nation subject to countrywide or territory wide sanctions authorised or imposed by the United Nations;
19. Sale Period - the period of time including the Pre-Sale Period and the General Sale Period;
20. Service Provider - the Company or/and any affiliate of the Company;
21. Services - the services that will be offered within the Platform;
22. Token - ERC-20 digital cryptographic token, which is a software digital product (not being cryptocurrency), generated by software code in the form of a token smart contract (Token Smart Contract) which has been developed and/or executed by the Company as a cryptographically secured representation of the right to exchange it for services on the Platform, and which give the Holder access to certain features on the Platform.
23. Token Allocation and Distribution Policy - quantitative limits and/or tiered pricing imposed by the Company for the optimal distribution of Tokens;
24. Token Delivery Date - the date when the Company will deliver the purchased quantity of Tokens to a Purchaser;
25. Token Purchase Instructions - instructions in the Token Sale Agreement and on the Website;
26. Token Sale - acquisition of Tokens by Purchaser from the Company; includes the Pre-Sale and the General Availability Sale;
27. Token Sale Agreement - this agreement for the purchase and sale of tokens;
28. Token Smart Contract - a contract in the form of a software program that executes automatically if and when the agreed upon conditions are met; in the present case, the Token Smart Contract executes the Token Sale at the Token Delivery Date by creating Tokens and transferring them to the Purchaser;
29. United States person - a natural or legal person as defined in Section 902(k)(1) of the United States Securities Act;
30. User Credentials - information requested by the Company from the Purchaser for KYC purposes;
31. White Paper - non-binding Company's white paper, which describes matters relating to the Tokens and the Platform (as amended or supplemented from time to time);
32. You or Purchaser - you, or the entity you represent.
2. Background
2.1. The Company's White Paper, which describes matters relating to the Tokens and the Platform (as amended or supplemented from time to time), is available at app-ryochan.com. Purchaser acknowledges that he/she or it has read and understands the White Paper and has no objection to its contents. Information in the White Paper is of a descriptive nature only and does not, unless explicitly incorporated herein, form a part of this Token Sale Agreement. Purchaser acknowledges and agrees that the White Paper may change, if amended or supplemented from time to time.
2.2. The Tokens are intended to have the functions and features set out in this Token Sale Agreement and in the Platform. Most importantly, Tokens represent the right to access services to be provided by the Service Provider within the Platform. Purchaser's acquisition of Tokens is subject to the terms herein. Tokens have no rights, uses or attributes outside of the executive functions of the Token Smart Contract and future uses developed within the Platform.
3. Platform and Services
3.1. The Platform is a cluster of services provided by the Company and its affiliated persons.
3.2. The Company's intended purpose of the Tokens is to facilitate the provision and receipt of services that will be offered within the Platform (collectively, the Services).
3.3. Tokens are designed for the particular use of paying for services provided within the Platform; they are not necessarily otherwise tradeable (there might not be other Service Providers accepting them), and they do not necessarily have any other use or value. Tokens are designed and sold as consumable virtual goods, without any specific outlook or expectation on their merchantability or market price.
3.4. The purchase, ownership, receipt or possession of Tokens carries no rights, express or implied, other than the right to use Tokens as a means to enable usage of Services in accordance with the then applicable terms of use relating to the Services offered within the Platform.
3.5. In particular, Purchaser understands and agrees that Tokens do not represent or confer any ownership right or stake, share, 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 the Platform, the Company, Service Provider or any of their corporate affiliates, other than any rights relating to the provision and receipt of Services, subject to this Token Sale Agreement and any other applicable terms, conditions or policies that may be adopted by the Company or Service Providers.
3.6. The Tokens are not intended to be a security, commodity, or any kind of financial instrument. Purchaser is purchasing Tokens solely for the purpose of receiving Services and is not purchasing Tokens for any other purpose, including, but not limited to, any investment, speculative or other financial purpose.
4. Scope of Token Sale Agreement
4.1. Unless otherwise stated in this Token Sale Agreement, this agreement only governs Purchaser's acquisition of Tokens. Any potential future use of Tokens in connection with providing or receiving Services may be governed by other applicable terms, conditions and policies which will be made available on the Platform and/or Service Providers website and/or through other means from time to time in the sole discretion of Service Provider. Any obligations or covenants of the Company in this Token Sale Agreement are obligations or covenants to Purchaser as a purchaser of Tokens in the Token Sale. Such obligations or covenants may not attach or transfer with the transfer of any Token.
4.2. The Company may change this Token Sale Agreement in respect of sale and absolute discretion, and may update each of such terms from time to time according to modification procedures set forth therein. It shall be Purchaser's responsibility to regularly check the Platform for the latest version of the Token Sale Agreement. The Company will also notify registered Purchasers regarding any changes via the e-mail provided by these Purchasers. In such notifications, Purchasers will be asked to consent to the modifications of the terms. If a Purchaser does not consent, this Purchaser may withdraw from the Token Sale Agreement. Alternatively, in the sole discretion of The Company, the original terms or policies may continue to apply with regard to specific Purchasers who have been notified of and did not consent to the changes.
5. Offer and Sale
5.1. Purchaser agrees to send offer to purchase Tokens from the Company in accordance with this Token Sale Agreement.
5.2. Purchaser's offer to purchase Tokens will be considered as duly accepted by the Company upon the completion of the following steps:
5.2.1. Purchaser registers an account within the Platform;
5.2.2. Purchaser transfers, and the Company receives, the Purchase Price in accordance with the Token purchase procedures set out below; and
5.2.3. the conclusion of the Sale Period and the recording of the generation of Tokens on the keeper wallet of Token Smart Contract.
6. Sale Period
6.1. In these Terms and Conditions, the term Token Sale includes the Pre-Sale and the General Availability Sale. The Company reserves the right, in its sole discretion, to change the time periods of each phase of the Token Sale due to, among other things, technical challenges.
6.2. Pre-Sale
6.2.1. During several Pre-Sale time periods, the Company will provide early access purchase opportunities to certain registered and approved early purchasers (Pre-Sale). All details regarding every separate Pre-Sale stage will be published on the Website.
6.2.2. The period between the Pre-Sale Start Time and the Pre-Sale End Time is referred to as the Pre-Sale Period.
6.3. General Availability Sale
6.3.1. The general sale of Tokens (General Availability Sale) will begin on a date and time published on the Website and notified to the users (General Sale Start Time). It will end either (i) at a date and time published on the Website or (ii) at the date and time at which 150 000 000 Tokens (Maximum Threshold) have been sold in the General Availability Sale (the General Sale End Time), whichever is earlier. The period between the General Sale Start Time and the General Sale End Time is referred to as the General Sale Period, and the period including both the Pre-Sale Period and the General Sale Period is referred to as the Sale Period.
6.3.2. The Company reserves the right to change the sale dates or extend the duration of the Pre-Sale Period and/or the General Sale Period for any reason. The Token Sale is currently anticipated to commence in 2026.
7. Token Allocation and Distribution Policy
7.1. The Company intends to hold, allocate, distribute and/or sell all Tokens issued in accordance with Token Allocation and Distribution Policy available in the White Paper.
7.2. Purchaser acknowledges and agrees that certain of the Company's past, present and future employees, officers, directors, contractors, consultants, equityholders, suppliers, vendors and service providers will receive a limited number of Tokens in recognition of their services as specified in the White Paper.
8. Price and payment procedure
8.1. The price per Token will be announced on the Platform and may be changed by the Company unilaterally. Purchase of the Tokens is final and non-refundable.
8.2. The Price Per Token is set in USD. However, Purchasers may pay for Tokens in one (and not a combination) of the following cryptocurrencies: Ethereum (ETH), Bitcoin (BTC), Tether (USDT) or other cryptocurrencies approved by the Company (each referred to as a Payment Currency);
8.3. The Price Per Token equivalent in the selected Payment Currency will be determined using an exchange rate between USD and the selected Payment Currency available at balance.com (or a similar service).
8.4. In the event that the Company, in its sole discretion, determines that the volatility in the rate of a Payment Currency during any time period may be disruptive to the Token Sale, the Company reserves the right (i) to suspend, at any time or from time to time, the acceptance of purchase requests offering the specific Payment Currency, until the Company determines, in its sole discretion, to resume the receipt of such purchase requests or (ii) to set an exchange rate for the respective Payment Currency determined by the Company to be reasonable, in its sole discretion, until The Company determines, in its sole discretion, to resume the use of balance.com exchange rates as described above.
9. Token Sale Procedures
9.1. The Company reserves the right, in its sole discretion, to modify any of the Token Sale procedures or any of the timelines described in this Token Sale Agreement due to, among other things, network congestion or other technical challenges.
9.2. In order to acquire Tokens, Purchaser must first create an account on the Platform.
9.3. To participate in the Token Sale and to log into the Platform, Purchaser must provide the Company with Purchaser's email that will be validated and subsequently will be required to provide cryptocurrency wallet address and (if required additionally by the Company) certain know-your-customer (KYC) information requested by The Company. The Company may be required by law to collect the KYC information in certain situation.
9.4. Purchaser shall not allow anyone to use Purchaser's account within the Platform nor share Purchaser's User Credentials.
9.5. Purchaser must pay the Purchase Price by sending the correct quantity of one Payment Currency, but not a combination of different Payment Currencies, to the Company Receiving Address. The Purchaser's purchase is not guaranteed until the Company receives the full amount of the Purchase Price and the Token Sale has concluded.
9.6. The Purchaser will be responsible for, and pay in addition to the Purchase Price, all gas, mining and other transactional fees associated with the transfer of the Purchase Price and the purchase of Tokens. In the event that, due to the deduction of gas or other transfer fees, the amount of the Purchase Price that the Company receives from Purchaser is greater or smaller than the amount of the Purchase Price associated with the number of Purchased Tokens selected by Purchaser in the Platform, the Company will increase or decrease Purchaser's number of Purchased Tokens in accordance with the amount actually received by the Company and Purchaser agrees to any such adjustment of the number of Purchased Tokens.
9.7. In addition to the instructions above, the Platform may include further procedures and instructions regarding the purchase and delivery of Tokens. By accepting these Token Sale Agreement, Purchaser acknowledges and agrees and has no objection to such additional instructions. Failure to follow the exact procedures described in such additional instructions may result in the incorrect transmission and/or the total loss of Purchaser's Tokens.
9.8. Subject to Clause 7.1 of this Agreement, the Company will deliver the quantity of Tokens purchased by the Purchaser at the Token Delivery Date.
10. Purchaser's Representations, Warranties and Covenants
Purchaser acknowledges, understands and agrees that:
10.1. PURCHASER IS AWARE OF THE RISKS ASSOCIATED WITH PURCHASING, OWNING AND USING TOKENS (AS DEFINED BELOW), INCLUDING THEIR INHERENT RISK OF THE POTENTIAL TO LOSE ALL AMOUNTS PAID FOR TOKENS. PURCHASER ACKNOWLEDGES THE RISKS DESCRIBED IN SCHEDULE 2 HEREOF. BY PURCHASING TOKENS, PURCHASER EXPRESSLY ACKNOWLEDGES AND ASSUMES THESE RISKS.
10.2. Tokens do not represent a debt or equity interest in the Company or Service Provider and a purchase of Tokens shall not be considered as making an investment in or whether such entity. As a purchaser of Tokens, Purchaser's rights are limited to those specifically described in this Token Sale Agreement. Specifically, Tokens have rights, uses or attributes outside of their use within the Platform and accordingly may have no value outside of the value of their use in the Platform.
10.3. Purchaser is subject to and bound by this Token Sale Agreement by virtue of Purchaser's purchase of Tokens.
10.4. Unless set out herein, purchases of Tokens are non-refundable and cannot be cancelled by Purchaser. The Tokens are for professional services and, therefore, generally not for personal consumption in the ordinary course of trade. This is also reflected in the level of expertise required for Purchasers to create cryptocurrency wallets and participate in Token Sales, which are not activities commonly engaged in by consumers in need of protection.
10.5. Before a Token Sale is completed, the Company reserves the right to refuse or cancel purchase requests at any time in its sole discretion.
10.6. Purchaser has sufficient understanding of cryptographic tokens, token and cryptocurrency storage mechanisms (such as hot and cold wallets) and Blockchain technology generally, to understand this Token Sale Agreement and to appreciate the risks and implications of purchasing, using and storing Tokens.
10.7. Nothing in this Token Sale Agreement shall be deemed to constitute a prospectus of any sort, or a solicitation for investment or investment advice; nor does it in anyway pertain to an offering or a solicitation of an offer to buy any securities in any jurisdiction.
10.8. The Purchaser acknowledges to the Company that:
10.8.1. he/she/it has received and considered this Token Sale Agreement, its annexes and the additional information in the White Paper and on the Platform understand them and agrees to all of their terms;
10.8.2. his/her/its offer to purchase Tokens includes the acknowledgement on the part of Purchaser of the terms set out in this Token Sale Agreement, the White Paper, and on the Platform.
10.8.3. he/she/it has evaluated his/her/its proposed purchase of Tokens in light of its financial condition and resources.
10.9. It acknowledges that adverse fluctuations in exchange rates could reduce the return to it upon the return of the Tokens.
10.10. Purchaser warrants that he/she/it is an Eligible Purchaser as defined in Schedule 1; and he/she/it is not acting on behalf of, or for the benefit of, nor does it intend to transfer any Tokens it may purchase to, any person who is not an Eligible Purchaser.
10.11. Purchaser warrants that on the date of his offer to purchase of Tokens received by the Company and on any subsequent date on which Purchaser purchases Tokens, Purchaser is not a Prohibited Person as defined in Schedule 1.
10.12. The purchase and receipt of Tokens may have tax consequences for Purchaser. Purchaser is solely responsible for compliance with its tax obligations and The Company bears no liability or responsibility with respect to any tax consequence. Purchaser agrees to comply with all applicable tax obligations arising from its purchase and ownership of Tokens in all applicable jurisdictions.
10.13. The Company has not provided Purchaser with any advice regarding whether purchasing Tokens is a suitable purchase from the perspective of Purchaser and his or her goals and intentions.
11. Intellectual Property
11.1. The Company and Service Provider each retain all rights, title and interest in all of The Company's and Service Provider's ideas, concepts, discoveries, processes, code, compositions, formulae, methods, techniques, information, data, patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether patentable, copyrightable or protectable in trademark, registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which currently exist or will exist now or in the future in any part of the world (Intellectual Property). Purchaser may not use any of The Company's or Service Provider's Intellectual Property for any reason without The Company's or Service Provider's prior written consent.
12. Indemnification, Disclaimer, Limitation of Liability and Releases
12.1. To the fullest extent permitted by applicable law, Purchaser will indemnify, defend and hold harmless and reimburse the Company, Service Providers and each of their respective past, present and future advisors, employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, licensors, attorneys, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns, from and against any and all actions, proceedings, claims, damages, demands and actions (including, without limitation, fees and expenses of legal counsel), incurred by such parties arising from or relating to: (i) Purchaser's purchase or use of Tokens; (ii) Purchaser's responsibilities or obligations under this Token Sale Agreement; (iii) Purchaser's breach of or violation of this Token Sale Agreement; (iv) any inaccuracy in any representation or warranty of Purchaser; (v) Purchaser's violation of any rights of any other person or entity; and/or (vi) any act or omission of Purchaser that is negligent, unlawful or constitutes willful misconduct.
12.2. The Company reserves the right to exercise sole control over the defense, at Purchaser's expense, of any claim subject to indemnification under this Clause. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Purchaser and the Company.
12.3. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (I) IN NO EVENT WILL THE COMPANY OR ANY OF ITS AFFILIATED PERSONS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THIS TOKEN SALE AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF SUCH PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY AND ITS AFFILIATED PERSONS (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THIS TOKEN SALE AGREEMENT OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT PURCHASER HAS PAID THE COMPANY FOR THE TOKENS.
12.4. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR FRAUD OR INTENTIONAL, WILFUL OR RECKLESS MISCONDUCT.
12.5. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section may not apply to certain Purchasers.
12.6. Purchaser expressly waives any rights it may have under any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which Purchaser may know or suspect to exist in its favour
13. Interpretation
13.1. In this Token Sale Agreement, unless the contrary intention appears:
13.1.1. a reference to statutes, legislation, laws, or regulations includes references to that legislation as amended or reenacted and to other legislation that modify its application as well as references to any subordinate legislation made or to be made under that statute;
13.1.2. a reference to the singular includes the plural and vice versa;
13.1.3. a reference to a gender includes the other genders;
13.1.4. a reference to persons includes individuals, companies, firms, limited liability companies, trusts, partnerships, government bodies or agencies, and corporations, sole and aggregate;
13.1.5. obligations entered into by more than one person in this Token Sale Agreement bind all of those persons jointly and each of them severally; and
13.1.6. the headings do not affect the interpretation of this Token Sale Agreement.
13.2. The Schedules annexed to or referenced in this Token Sale Agreement are hereby incorporated by reference and form a part of this Token Sale Agreement.
14. Entire Agreement
This Agreement comprise the entire agreement between the parties and there are not any agreements, understandings, promises or conditions, oral or written, express or implied, concerning the subject matter which are not merged into this Token Sale Agreement (or such pre-sale agreement (if any)) and superseded hereby.
15. Amendments
The Company may make changes to this Token Sale Agreement from time to time (in its sole discretion) and the amended Token Sale Agreement will become effective between the Company and Purchaser pursuant to paragraph 4.2. above.
16. Successors and Assignees
This Token Sale Agreement is binding on Purchaser and its successors, assignees, heirs, executors, administrators and legal representatives and inures to the benefit of The Company's successors and assignees.
17. Termination and Survival of This Token Sale Agreement
17.1. This Token Sale Agreement shall terminate upon the completion of all sales in the Token Sale, exempt obligations in parts of the Agreement which shall be valid also after the termination of this Agreement. The Company reserves the right to terminate this Token Sale Agreement, in its sole discretion, in the event that Purchaser breaches this Token Sale Agreement.
17.2. Upon termination of this Token Sale Agreement:
17.2.1. all of Purchaser's rights under this Token Sale Agreement immediately terminate;
17.2.2. Purchaser is not entitled to a refund of any amount paid;
17.2.3. Obligations and articles which in nature requires to survive shall continue to apply in accordance with this Token Sale Agreement.
18. Assignment of the Rights
18.1. Any assignment or transfer in violation of this Section will be void.
18.2. The Company may assign this Token Sale Agreement to an affiliated entity at any time without Purchaser's prior consent.
18.3. Subject to the foregoing, this Token Sale Agreement, and the rights and obligations of the parties hereunder, as well as the rights represented by the Tokens, will be binding upon and inure to the benefit of their respective successors, assignees, heirs, executors and legal representatives.
19. Severability
If any provision of this Token Sale Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable under any law of any jurisdiction for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision pursuant to this section shall not affect or impair the validity and enforceability of the rest of this Token Sale Agreement, nor the validity and enforceability of such provision or part-provision under the law of any other jurisdiction.
20. Waivers
The failure by The Company to exercise or enforce any right or provision of this Token Sale Agreement will not constitute a present or future waiver of such right or provision, nor limit The Company's right to enforce such right or provision at later time. All waivers by The Company must be unequivocal and in writing to be effective.
21. Electronic Communications
Purchaser agrees and acknowledges that all agreements, notices, disclosures and other communications that The Company provides pursuant to this Token Sale Agreement or in connection with or related to Purchaser's purchase of Tokens, may be provided by the Company by e-mail.
22. Governing law
This Token Sale Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the Seychelles Islands.
23. Dispute Resolution
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
23.1. To resolve any dispute, controversy or claim between Parties arising out of or relating to this Agreement or the breach thereof, the Parties agree first to negotiate the issue in good faith for a period of not less than thirty (30) days following written notification of such controversy or claim to the other Party.
23.2. If the negotiations do not resolve the dispute, controversy or claim to the reasonable satisfaction of all Parties during such period, then the Parties irrevocably and unconditionally submit to the respective claim to the binding arbitration administered by the Riga International Commercial Arbitration Court in Riga in accordance with the rules of the arbitral tribunal, composed of one arbitrator, in English language, in writing on the basis of the documents submitted.
23.3. Any dispute arising out of or related to this Agreement which cannot be resolved by negotiations is personal to Purchaser and the Company and shall 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. 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.
24. Force Majeure
The Token Sale and the performance of the Company's activities set out in the White Paper's development roadmap (if any) may be interrupted, suspended or delayed due to force majeure events. For the purposes of this Token Sale Agreement, a force majeure event shall mean any extraordinary event or circumstances which could not reasonably be foreseen and prevented by the Company and shall include: hardware, software or other utility failures, changes in market forces or technology, software or smart contract bugs, changes in blockchain-related protocols, acts of nature, wars, armed conflicts, mass civil disorders, industrial actions, epidemics, lockouts, slowdowns, prolonged shortage or other failures of energy supplies or communication service, acts of municipal, state or federal governmental agencies, or other circumstances beyond the Company's control, which were not in existence at the time of Token Sale. Purchaser understands and agrees that the Company shall not be liable and disclaims all liability to Purchaser in connection with a force majeure event.
25. Language
Only English versions of the Token Sale Agreement and the Company's communications shall be considered official. The English version shall prevail in case of differences in translation.
SCHEDULE 1
Eligible Purchasers and Prohibited Persons
Eligible Purchasers
Initially, all Purchasers are Eligible Purchasers except the following:
1) a Purchaser whose acquisition of Tokens would cause a breach of the law or requirements of any country or governmental authority, including anti-money laundering regulations or conventions, that apply to the Company and/or the Purchaser;
2) a Purchaser who is acting on behalf of persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department's Office of Foreign Asset Control (OFAC), or on the sanctions lists adopted by the United Nations and the European Union, or to such extent such sanctions are extended by the UK Government to its Overseas Territories. These lists may be amended from time to time;
3) a Purchaser who acts, directly or indirectly, for a senior foreign political figure, any member of a senior foreign political figure's immediate family or any close associate of senior foreign political figure unless The Company, after being specifically notified by Purchaser in writing that it is such a person, conducts further due diligence, and determines that the purchase of Tokens is permitted;
4) a Purchaser or an entity acting as trustee, agent, representative or nominee for a Purchaser that is a foreign shell bank;
5) a Purchaser who makes representations or warranties in this Token Sale Agreement that are not true when given, or have ceased to be true;
6) a Purchaser whose circumstances are such that, in the opinion of the Company's directors, its continued ownership of Tokens would cause an undue risk of adverse tax or other consequences to the Company. Those circumstances include those that affect that Purchaser directly or indirectly, whether taken alone or in conjunction with another person or persons, connected or not, or any other circumstance that appears to the directors to be relevant;
7) a Purchaser, or a Purchaser that is an entity acting as trustee, agent, representative or nominee for a person, who is a United States person (within the meaning of Regulation S of the United States Securities Act) or is otherwise a resident of a Restricted Territory. The Purchaser must notify The Company immediately if Purchaser becomes a United States person, a resident of a Restricted Territory or becomes aware that any person for whom Purchaser holds shares as trustee, agent, representative or nominee has become a United States person or resident of a Restricted Territory.
8) a Purchaser, or a Purchaser that is an entity acting as trustee, agent, representative or nominee for a person, from the Restricted Territories.
All persons who do come within any of these categories are known, collectively, as Prohibited Persons.
SCHEDULE 2
RISK DISCLOSURES
1 IMPORTANT NOTICE
PLEASE READ THIS SECTION CAREFULLY. YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX, AND OTHER PROFESSIONAL ADVISOR(S) BEFORE TAKING ANY ACTION IN CONNECTION WITH THE WHITE PAPER.
The White Paper is intended to present relevant information to potential Purchasers in connection with the proposed generation and sale of Tokens by the Company under the Token Sale, including information about the Token Smart Contract and the proposed Platform.
1.1 Reliance
The Tokens are offered solely on the basis of the information contained only in this Token Sale Agreement. Potential Purchasers should disregard, and not rely upon, any other information or representations given or made by any dealer, broker or other person. No person is authorized to give any information or to make any representations in connection with the offering of Tokens apart from those contained in this Token Sale Agreement. A potential Purchaser to whom such information or representations are given or made must not rely on them as having been authorized by the Company or Service Provider.
1.2 Purchaser Responsibility
Nothing contained in the White Paper is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of the Company. The Company does not make representations or warranties of any kind with respect to the economic return from, or the tax consequences of a purchase of Tokens. Prospective Purchasers should carefully review the whole of the White Paper and this Token Sale Agreement. They should also consult with their legal, tax and financial advisors in relation to the following: (i) the legal and regulatory requirements within their own countries for purchasing, holding and disposing of Tokens; (ii) any foreign exchange restrictions to which they may be subject in their own countries in relation to purchasing, holding or disposing of Tokens; and (iii) the legal, tax, financial and other consequences of subscribing for, purchasing, holding or disposing of Tokens.
1.3 Distribution and Selling Restrictions
The distribution of the White Paper and the offering or purchase of Tokens may be restricted in certain jurisdictions. Neither the White Paper nor Tokens qualify for offer, sale or distribution under the laws of any jurisdiction governing the offer or sale of securities.
The receipt of the White Paper and the Token Sale Agreement does not constitute an invitation to a recipient to subscribe for Tokens in a jurisdiction where it is necessary to comply with some registration or other legal requirement to make that invitation. More particularly, the White Paper does not constitute an offer or solicitation:
(a) by anyone in a jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified to do so; or
(b) to anyone to whom it is unlawful to make such offer or solicitation.
It is the responsibility of every person in possession of the White Paper and every person wishing to apply for Tokens to inform himself, herself or itself of, and to observe all applicable laws and regulations of, any relevant jurisdiction.
2 DISCLOSURE SCHEDULE
The acquisition of Tokens involves a high degree of risk. Before acquiring Tokens, it is recommended that each Purchaser conduct its own careful examination of all relevant information and risks about the the Company, Services and Tokens and, specifically, the disclosures and risk factors set out below. If any of the following risks actually occurs, the Platform, Tokens and Purchaser's Tokens may be materially and adversely affected, including the Purchaser's Tokens being rendered worthless or unusable.
3 Disclosures Regarding the White Paper
3.1 Accuracy of information, no consent of parties referenced in White Paper
The White Paper includes references to market and industry information and forecasts that have been obtained from surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. Such surveys, reports, studies, market research, publicly available information and publications generally state that the information that they contain has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such included information.
Neither the Company nor any of its affiliated persons has conducted any independent review of the information extracted from third party sources, verified the accuracy or completeness of such information or ascertained the underlying economic assumptions relied upon therein. Consequently, neither the Company nor its directors, executive officers and employees acting on its behalf make any representation or warranty as to the accuracy or completeness of such information and shall not be obliged to provide any updates on the same.
3.2 Terms Used
To facilitate a better understanding of Tokens being offered for purchase by the Company, and the businesses and operations of the Company, certain technical terms and abbreviations, as well as, in certain instances, their descriptions, have been used in the White Paper. These descriptions and assigned meanings should not be treated as being definitive
3.3 Forward Looking Statements
All statements, estimates and financial information contained in the White Paper, made in any press releases, or in any place accessible by the public, as well as any oral statements that may be made by the Company or any of its affiliated persons that are not statements of historical fact, constitute "forward-looking statements". Some of these statements can be identified by forward-looking terms such as "aim", "target", "anticipate", "believe", "could", "estimate", "expect", "if", "intend", "may", "plan", "possible", "probable", "project", "should", "would", "will" or other similar terms. However, these terms are not the exclusive means of identifying forward-looking statements. All statements regarding the Company's financial position, business strategies, plans and prospects, and the future prospects of the industry which the Company is in are forward-looking statements. These forward-looking statements, including but not limited to statements as to the Company's revenue and profitability, prospects, future plans, other expected industry trends and other matters discussed in the White Paper regarding the Company, are matters that are not historic facts, but only predictions.
Nothing contained in the White Paper is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of the Company or Service Provider.
Further, the Company disclaims any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future.
3.4 Language of White Paper
The White Paper may have been prepared in multiple languages. In the event of any inconsistencies between one version and another, the English language version shall prevail.
4 Risks Regarding Tokens
4.1 Tokens are Utility Tokens
Tokens are digital utility tokens that afford Token holders access to the Services provided by or for the Company or Service Providers. In particular, the Tokens are intended to activate or execute certain functions of the Token Smart Contract in accordance with the terms of an open-source license agreement further described on the Platform. Tokens do not represent a loan to the Company nor do they provide Purchaser with any ownership or other interest in or to the Company. For greater certainty, the purchase of Tokens does not provide Purchaser with any form of ownership right or other interest in or to the Company or its present or future assets and revenues, including, but not limited to, any voting, distribution, redemption, liquidation, revenue sharing, proprietary (including all forms of intellectual property), or other financial or legal rights.
4.2 Tokens are Non-Refundable
The Company is not obliged to provide Token holders with a refund for any reason, and Token holders will not receive money or other compensation in lieu of a refund. Promises of future performance or price are or will be made in respect of Tokens. In particular, the Company does not make any promise of inherent value, and do not make any guarantee that Tokens will hold any particular value.
4.3 Tokens Are Provided on an "as is" Basis
Tokens are provided on "as is" basis. The Company, its affiliated persons and each of their respective directors, officers, employees, shareholders, affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding Tokens, including any warranty of title, merchantability or fitness for a particular purpose or any warranty that Tokens and Platform will be uninterrupted, error-free or free of harmful components, secure or not otherwise lost or damaged. Except to the extent prohibited by applicable law, the Company, its affiliated persons and each of their respective directors, officers, employees, shareholders, affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealings, usage or trade.
4.4 Not an Offering of Securities, Commodities or Swaps
The sale of Tokens and the Tokens themselves are not securities, commodities, swaps on either securities or commodities, or a financial instrument of any kind. Purchases and sales of Tokens are not subject to the protections of any laws governing those types of financial instruments. The White Paper and all other documents referred to in the White Paper and this Token Sale Agreement do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a security, commodity, or a swap on either a security or commodity.
4.5 Non-Investment Purposes
Purchaser acknowledges and agrees that Purchaser is not purchasing Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes. Instead, Purchaser acquires the Tokens to obtain access to Services provided by the Company and Service Providers in the future. Tokens are not designed for investment purposes and should not be considered as a type of investment.
4.6 Insurance
Unlike bank accounts or accounts at financial institutions, Tokens are uninsured unless Purchaser specifically obtains private insurance to insure them. Thus, in the event of lossor loss of utility value, there is no public insurer or private insurance arranged by the Company to offer recourse to Purchaser. Purchaser bears all risk in respect of the insurable and uninsurable losses.
5 Government Risks
5.1 Risk of Unfavorable Regulatory Action in one or more Jurisdictions
The regulatory status of cryptographic tokens, digital assets, and blockchain technology is undeveloped, varies significantly among jurisdictions and is subject to significant uncertainty. It is possible that certain jurisdictions may adopt laws, regulations, policies or rules directly or indirectly affecting the Ethereum network, or restricting thereto acquire, own, hold, sell, convert, trade, or use Tokens. Developments in laws, regulations, policies or rules may alter the nature of the operation of the blockchain network upon which Tokens are dependent.
There can be no assurance that governmental authorities will not examine the operations of the Company and/or pursue enforcement actions against the Company. All of this may subject the Company to judgments, settlements, fines or penalties, or cause the Company to restructure its operations and activities or to cease offering certain products or services in some or all jurisdictions, all of which could harm the Company's reputation or lead to higher operational costs, which may, in turn, have a material adverse effect on Tokens and/or the development of the Platform.
5.2 Purchaser Bears Responsibility of Legal Consideration
There is a risk that Tokens might be considered a security in certain jurisdictions, or that they might be considered to be a security in the future. The Company does not provide any warranty or guarantee as to whether Tokens will be a security in the jurisdiction of the Purchaser. Each Purchaser will bear all consequences of Tokens being considered a security in their respective jurisdiction. Every Purchaser is responsible to confirm if the acquisition and/or disposal of Tokens is legal in its relevant jurisdiction, and by accepting this Token Sale Agreement, each Purchaser undertakes not to use Tokens in any jurisdiction where doing so would be unlawful. If a Purchaser establishes that the purchase or use of Tokens is not legal in its jurisdiction, it should not acquire Tokens and must immediately stop using or possessing Tokens.
Acquiring Tokens in exchange for cryptocurrencies will most likely continue to be scrutinized by various regulatory bodies around the world, which may impact the usage of Tokens. The legal ability of the Company to provide or support Tokens in some jurisdictions may be eliminated by future regulation or legal actions. In the event the Company determines that the purchase or usage of Tokens is illegal in a certain jurisdiction, the Company may cease operations in that jurisdiction, or adjust Tokens or the Platform in a way to comply with applicable law.
5.3 Purchaser Bears Responsibility for Complying with Transfer Restrictions
Tokens may be placed on third-party exchanges, giving future purchasers and users an opportunity to openly buy Tokens. Existing or future laws on the circulation of securities may treat Tokens like securities in certain jurisdictions and prohibit the sale of Tokens to the residents of those countries. When buying Tokens, Purchaser must be aware of existing restrictions on their subsequent sale and remain aware of any changes of laws applicable to it for the entire time while it is holding Tokens.
6 General Security Risks
6.1 Risk of theft and Hacking
Hackers may attempt to interfere with the Purchaser's digital wallet, the Token Smart Contract, or the availability of Tokens, in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks. Any such attack may result in theft of Purchaser's Tokens.
6.2 Private Keys
Tokens purchased by Purchaser may be held by Purchaser in Purchaser's cryptocurrency wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Purchaser's digital wallet or vault storing Tokens will most likely result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service Purchaser uses, may be able to misappropriate Purchaser's Tokens. The Company is not responsible for any such losses.
6.3 Risk of Incompatible Wallet Services
The wallet or wallet service provider used for the acquisition and storage of Tokens has to be technically compatible with the Tokens. Failure to assure compatibility may result in the Purchaser not being able to gain access to its Tokens.
6.4 Risk of Weaknesses or Exploitable breakthroughs in the Field of Cryptography
Advances in cryptography, or other technical advances such as the development of quantum computers, could present risks to cryptocurrencies, Ethereum and Tokens, which could result in the theft or loss of Tokens.
6.5 Internet Transmission Risks
There are risks associated with using Tokens including, but not limited to, the failure of hardware, software, and internet connections. The Company shall not be responsible for any communication failures, disruptions, errors, distortions or delays Purchaser may experience when using its Platform and Tokens, howsoever caused.
7 Platform and Token Smart Contract Risks
7.1 No Guarantee that the Platform or Token Smart Contract Will Be Developed
Purchaser acknowledges, understands and agrees that Purchaser should not expect, and there is no guarantee or representation or warranty by the Company or Service Provider that: (a) the Platform and Token Smart Contract will ever be adopted; (b) the Platform and Token Smart Contract will be adopted as developed and not in a different or modified form; (c) a final blockchain utilizing or adopting the Token Smart Contract will ever be launched; and (d) a final blockchain will ever be launched with or without changes to the Token Smart Contract and with or without a distribution of tokens matching the fixed initial balances of Tokens recorded on the Token Smart Contract. Furthermore, Tokens issued under the Token Smart Contract may not have any functionality on the final blockchain and holding Tokens is not a guarantee, representation or warranty that the holder will be able to use such final blockchain, or receive any tokens actually utilized on the Platform with the final blockchain created, even if the Platform is launched and the Token Smart Contract is adopted, of which there is no guarantee, representation or warranty made by the Company.
7.2 Risks Associated with the Token Smart Contract and Associated Software and/or Infrastructure.
(a) Malfunctions
The Token Smart Contract is based on the Ethereum blockchain. As such, any malfunction, unintended function or unexpected functioning of the Ethereum protocol may cause Tokens and/or the Platform to malfunction or function in an unexpected or unintended manner.
(b) Bugs and Weaknesses
The Ethereum blockchain rests on open source software, and accordingly there is the risk that the Token Smart Contract may contain intentional or unintentional bugs or weaknesses which may negatively affect Tokens or result in the loss or theft of Tokens or the loss of ability to access or control Tokens. In the event of such a software bug or weakness, there may be no remedy and Token holders are not guaranteed any remedy, refund or compensation.
(c) Delays and Congestions
On the Ethereum blockchain, timing of block production is determined by proof of work. So block production can occur at random times. For example, Ether contributed to the Token Smart Contract in the final seconds of a distribution period may not get included for that period. Purchaser acknowledges and understands that the Ethereum blockchain may not include the Purchaser's transaction at the time Purchaser expects and Purchaser may not receive Tokens the same day Purchaser sends Ether. The Ethereum blockchain's prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. Purchaser acknowledges and understands that Ethereum block producers may not include Purchaser's transaction when Purchaser wants or Purchaser's transaction may not be included at all.
(d) Value of Ether
Ether, the native unit of account of the Ethereum blockchain, may itself lose value in a way similar to Tokens, and also other ways. More information about Ethereum is available at http://www.ethereum.org.
7.3 Irreversible Nature of Blockchain Transactions
Transactions involving Tokens that have been verified, and thus recorded as a block on the blockchain, generally cannot be undone. Even if the transaction turns out to have been in error, or due to theft of a user's Tokens, the transaction is not reversible. Further, at this time, there is no governmental, regulatory, investigative, or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen cryptocurrencies and Tokens. Consequently, the Company may be unable to replace missing Tokens or seek reimbursement for any erroneous transfer or theft of Tokens.
7.4 Amendments to Platform
The development team and administrators of the source code for Ethereum blockchain or the Token Smart Contract could propose amendments to such network's protocols and software that, if accepted and authorized, or not accepted, by the network community, could adversely affect the supply, security, value, or market share of Tokens.
7.5 Risk of Mining Attacks
As with other decentralized cryptocurrencies, the Ethereum blockchain, which is used for Tokens, is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, "selfish-mining" attacks, and race condition attacks. Any successful attack presents a risk to Tokens, including the expected proper execution and sequencing of Tokens and Ethereum contract computations in general. Despite the efforts of the Company and the Ethereum Foundation, the risk of known or novel mining attacks exists. Mining attacks, as described above, may also target other blockchain networks, with which Tokens interact. Consequently, Tokens may be impacted also in that way to the extent described above.
8 The Company Disclosures
8.1 Legal Structure of The Company
The Company means BIOLERA LIMITED, a company incorporated under the legislation of Seychelles Islands, bearing the registration number 235952, with a registered address at Suite 1, Second Floor, Sound&Vision House, Francis Rachel Str., Victoria, Mahe, Seychelles.
8.2 Dependence on Management Team
The ability of the Company's project team, which is responsible for maintaining the competitive position of the Tokens and Platform, is dependent to a large degree on the services of their management teams. The loss or diminution in the services of members of such senior management team or an inability to attract, retain and maintain additional senior management personnel could have a material adverse effect on the Tokens and the Platform. Competition for personnel with relevant expertise is intense due to the small number of qualified individuals, and this competition may seriously affect such entity's ability to retain its existing senior management and attract additional qualified senior management personnel, which could have a significant adverse impact on the Tokens and the Platform.
8.3 Risks related to Reliance on Third Parties
Even if completed, the Platform will rely, in whole or partly, on third-parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third-parties will complete their work, properly carry out their obligations, or otherwise meet anyone's needs, any of which might have a material adverse effect on the Platform.
8.4 Insufficient Interest in the Platform and Tokens
It is possible that the Platform or Tokens will not be used by a large number of individuals, businesses and organizations and that there will be limited public interest in the creation and development of its functionalities. Such a lack of interest could impact the development of the Tokens and Platform.
8.5 Platform Development Risks
The development of the Token Smart Contract and/or Platform may be abandoned for a number of reasons, including lack of interest from the public, insufficient funding, insufficient commercial success, or prospects or departure of key personnel.
8.6 Changes to the Platform
The Platform is still under development and may undergo significant changes over time. Although the Company and Service Provider intends for the Platform to have the features and specifications set forth in the White Paper, changes to such features and specifications may be made for any number of reasons, any of which may mean that the Platform does not meet expectations of the Purchaser.
8.7 Other Projects
The Token Smart Contract and Platform may give rise to other, alternative projects, promoted by parties that are affiliated or unaffiliated with the Company, and such projects may provide no benefit to the Tokens or the Platform.
9 Other Disclosures
Purchases of Tokens should be undertaken only by individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of cryptocurrencies, including cryptographically secured digital tokens, and blockchain based software systems. Purchaser 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 Tokens during the sale, the Company will not be responsible in any way for loss of BTC, ETH, other cryptocurrencies, or Tokens resulting from actions taken by, or omitted by purchasers. If you do not have such experience or expertise, you should not purchase Tokens or participate in the sale of Tokens.
Cryptographic tokens such as Tokens are a new and untested technology. In addition to the risks included above, there are other risks associated with your purchase, possession, and use of Tokens, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed above.