Legal considerations, risks and disclaimer
We have the obligation to inform you about the following matters concerning a possible investment made by you in eum coins and/or any form of virtual currency / crypto currency. You may lose all monies that you spend purchasing coins (as defined below). In the event that you purchase virtual coins, your purchase cannot be refunded.
You are waiving your rights by agreeing to the terms below and participating in the sale (as defined below). By participating and purchasing eum you are agreeing to have no recourse, claim, action, judgement or remedy against elitium limited if the utility of the eum coins or if the project described in the available information is not delivered or realised.
If you are uncertain as to anything in the available information or you are not prepared to lose all monies that you spend purchasing eum coins, we strongly urge you not to purchase any eum coins.
We recommend you consult legal, financial, tax and other professional advisors or experts for further guidance before purchasing virtual currency as the eum coin, outlined in the available information. You are strongly advised to take independent legal advice in respect of the legality in your jurisdiction before purchasing eum coins and participation in the elitium platform.
Eum coins are not shares or securities or financial instruments (as defined below) of any type. They do not entitle you to any ownership or other interest in elitium limited. They are merely a means by which you may be able to utilize the elitium platform that is now in development. There is no guarantee that the elitium platform and its described functionalities will be completed in any defined form.
Please read the entirety of this “legal considerations, risks and disclaimer” section carefully.
Despite the fact that elitium ltd does not initiate an ico (initial coin offering) and therefore a part of the legal considerations, risks and warnings set out below can be considered excessive, we would still like to advise you to take notice of the statements as described below
You are advised to read the following “Legal Considerations, Risks and Disclaimer” paper in full before participating in Elitium or purchase EUM coins. (as defined below). This “Legal Considerations, Risks and Disclaimer” paper applies to any and all information available in: (a) the latest version of the Elitium Whitepaper issued by Elitium Limited (the “Company”) which shall be available from time to time for review at www.elitium.io and may change from time to time (the “Whitepaper”); and
(b) the website located at www.elitium.io (the “Website” together with the White Paper, are hereinafter referred to as the “Available Information”).
The contents of this “Legal Considerations, Risks and Disclaimer” paper outlines the terms and conditions applicable to you in connection with (i) your use of any and all Available Information; and (ii) in each case in addition to any other terms and conditions that we may publish from time to time relating to the Available Information. (such terms hereinafter referred to as the “Terms”). This “Legal Considerations, Risks and Disclaimer” paper may be updated from time to time and will be published as part of the latest version of the White Paper which shall be available on the Website. You shall be obliged to read in full the latest available version of the White Paper available on the Website prior to purchasing EUM coins.
The information set forth in this “Legal Considerations, Risks and Disclaimer” paper may not be exhaustive and does not imply any elements of a contractual relationship. While we make every reasonable effort to ensure that the Available Information is accurate and up to date, such material in no way constitutes professional advice. Individuals intending to invest in EUM coins should seek independent professional advice prior to acting on any of the Available Information.
In this “Legal Considerations, Risks and Disclaimer” paper, save where the context requires, the following capitalised terms shall have respective meanings ascribed to them as follows: “Financial Instruments” shall include the meaning ascribed to it in the Financial Services (Markets in Financial Instruments) Act of Gibraltar or any other relevant legislation in Gibraltar (and “financial instrument” shall be construed accordingly).
“Private-Sale Purchasers” shall mean those participants purchasing EUM COINS under a EUM Commitment Agreement.
“Public Sale” shall mean the sale of the EUM COINS to the general public, subject to any restrictions contained in these Terms.
“Securities” shall include the meanings ascribed to in the Financial Services (Markets in Financial Instruments) Act of Gibraltar (as awarded from time to time); in the Financial Services (Investment and Fiduciary Services) Act of Gibraltar; the Prospectuses Act of Gibraltar or any other relevant legislation in Gibraltar (and “security” shall be construed accordingly).
“EUM COINS” shall mean the Elitium crypto currency, otherwise known as EUM, as more particularly described in the White Paper.
In this “Legal Considerations, Risks and Disclaimer” paper:
- clause, schedule and paragraph headings shall not affect the interpretation of this this “Legal Considerations, Risks and Disclaimer” paper;
- a ‘third party’ and a ‘person’ includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns;
- a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
- words in the singular shall include the plural and vice versa; and
- unless the context otherwise requires, a reference to one gender shall include a reference to the neuter and the other genders.
The Company has used reasonable endeavours to approach the establishment of Elitium ltd.
in a responsible and sensible manner. Given the legal uncertainty of distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrencyrelated businesses and activities in a number of jurisdictions, the Company has spent time and resources to consider its business approach and where it proposes to operate now and in the future. The Company has worked with leading legal advisors in major areas of activity in respect of the laws of jurisdictions such as the United Kingdom and Australia, and Hassans International Law Firm in respect of Gibraltar law matters. The Company has NOT taken legal advice in any other jurisdiction. As such, it is possible that the Company’s EUM COINS described in the Available Information and which are the subject of the EUM Sale (may comprise a security in your jurisdiction or the offer for sale by the Company of the EUM COINS in your jurisdiction may be a regulated or prohibited activity and in either of these cases the Company may be liable for the same. The Company does not accept any responsibility or liability to you in these or any other circumstances. You are strongly advised to take independent legal advice in respect of the legality in your jurisdiction of your participation and purchase of EUM COINS.
The principled-based regulations which relate to the use of distributed ledger technology for storing and transmitting value belonging to others came into effect on 1st January 2018. The Gibraltar Financial Services Commission has also announced that Gibraltar regulations relating to public token sales will come into effect in early 2018. The Company will use reasonable commercial endeavours to comply with all Gibraltar regulations and, to the extent reasonably practicable with the regulations of such other jurisdictions that it is able to. However, due to the current uncertain state of regulation relating to distributed ledger technology and virtual currency sales across the world, the Company cannot guarantee the legality of the EUM coin sale or the future business platform to be developed as envisaged by the Available Information or the Company’s ability to develop, structure and license any future virtual currency functionality in every jurisdiction but the Company will use reasonable commercial endeavours to be responsive and compliant in the face of any regulatory inquiry.
The EUM COINS are functional utility coins designed for use only on the Company’s business platform that is yet under development. The EUM COINS are not Securities. The Company does not recommend purchasing EUM COINS for speculative investment purposes. EUM COINS do not entitle you to any equity, governance, voting or similar right or entitlement in the Company or in any of its affiliated companies. EUM COINS are sold as digital products, similar to downloadable software, digital music and the like. The Company does not recommend that you purchase EUM COINS unless you have prior experience with
cryptographic currencies, blockchain-based software and distributed ledger technology and unless you have taken independent professional advice.
The Company may choose to make the Available Information available in a number of different languages. In the event of any conflict between the English version of the Available Information and any foreign language version, the English language version will prevail.
Citizens, nationals, residents (tax or otherwise), green card holders and/or Restricted Persons of any Restricted Jurisdiction are not permitted to participate.
The term “Restricted Jurisdiction” means and includes: (i) People’s Republic of China; (ii) Afghanistan; (iii) Bosnia and Herzegovina; (iv) Central African Republic; (v) Cuba; (vi) Democratic Republic of Congo; (vii) Democratic People’s Republic of Korea; (viii) Eritrea; (ix) Ethiopia; (x) Guinea-(xi) Bissau; (xii) Iran; (xiii) Iraq; (xiv) Israel; (xv) Libya; (xvi) Lebanon; (xvii) Somalia; (xviii) South Sudan; (xix) Sudan; (xx) Syria; (xxi) Uganda; (xxii) United States of America; (xxiii) Vanuatu; (xxiv) Yemen; and (xxv) any other jurisdiction which prohibits or requires any supervision oversight licensing regulatory compliance legal compliance and/or prior approval from any regulatory (or similar) authority or body or form any monetary or securities body or authority for:
(a) the possession, dissemination or communication of the Available Information; and/or (b) the participation in the Sale and/or the purchase of EUM COINS and/or the offer for sale of the EUM COINS or any similar activity or product.
The term “Restricted Persons” refers to any individual, firm, company, partnership, trust, corporation, entity, government, state or agency of a state or any other incorporated or unincorporated body or association, association or partnership (whether or not having separate legal personality) that is established and/or lawfully existing under the laws of a Restricted Jurisdiction (including, in this case, non-accredited investors (as such term is defined in Rule 501 of Regulation D under the Securities Act of United States of America) who are residents of United States of America, and/or are subject to the federal laws of the United States of America or under the laws of any of its States).
The term Restricted Persons as defined above does not include accredited investors (as such term is defined in Rule 501 of Regulation D under the Securities Act of United States of America) from the United States of America who may participate in the private pre-sale stage but not the public stages of the EUM coins sale. Such accredited investors should contact the Company directly at [firstname.lastname@example.org] if they wish to participate at the private sale stage of the EUM coin sale.
The EUM COINS are not intended to constitute, and shall not constitute, equities or Securities (of any nature whatsoever) in any jurisdiction. No part of the Available Information shall constitute a prospectus or offer document of any sort and the Available Information is not intended to constitute an offer of Securities or a solicitation for investment in Securities in any jurisdiction. The Company does not provide any opinion or any advice to purchase, sell, or otherwise transact with EUM COINS and the presentation, publication or communication of all or any part of the Available Information shall not form the basis of, or be relied upon in connection with, any contract or investment decision.
No part of the Available Information should be considered to be business, legal, financial or tax advice regarding the Company, the EUM COINS, the Token Sale or any of the matters to which all or any part of the Available Information relates. You should consult your own legal, financial, tax or other professional advisor regarding the Available Information.
Limitation of liability
In no event shall the Company or any of their current or former employees, officers, directors, partners, trustees, representative, agents, advisors, contractors, or volunteers of the Company (hereinafter the “Company Representatives”) be responsible or accountable or liable in any way whatsoever to any purchaser of EUM COINS for any loss of profits or otherwise or for any lost savings or for any incidental, direct, indirect, special or consequential damages in each case arising out of or from or in connection with: (i) any failure by the Company or any of its affiliated companies to deliver or realise all or any part of the project or the platform or the membership network or the EUM features described in or envisaged by the Available Information;
(ii) your use or inability to use at any time the services or the products or the platform or the membership network or EUM COINS offered by the Company;
(iii) the breach of any of these Terms by the Company or by the Company Representatives or by you or by any third party;
(iv) any security risk or security breach or security threat or security attack or any theft or loss of data including but not limited to hacker attacks, losses of password, losses of private keys, or anything similar;
(v) mistakes or errors in code, text, or images involved in the EUM coin sale or in any of the Available Information;
(vi) any expectation promise representation or warranty arising (or purportedly arising) from the Available Information;
(vii) the volatility in pricing of EUM COINS in any country and/or on any exchange or market (regulated, unregulated, primary, secondary or otherwise);
(viii) the purchase use, sale, resale, redemption or otherwise of the EUM COINS; or (ix) your failure to properly secure any private key to a wallet containing EUM COINS, (collectively, the “Excluded Liability Matters”).
The Available Information and the EUM COINS are provided on an “as is” basis and without any representations or warranties of any kind, either express or implied. You assume all responsibility and risk with respect to your use of the Available Information and purchasing of any amount of EUM COINS and their use. If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the maximum extent permitted by applicable law.
To the maximum extent permitted by applicable law, you hereby irrevocably and unconditionally waive: (i) all and any claims (whether actual or contingent and whether as an employee, office holder, trustee, agent, principal or in any other capacity whatsoever or howsoever arising) including, without limitation, claims for or relating to the Excluded Liability Matters, any payment or repayment of monies, indemnity or otherwise that you may have against the Company or against any of the Company Representatives; and (ii) release and discharge the Company and all of the Company Representatives from any and all liability (of whatsoever nature or howsoever arising) it or they may have to you. If for any reason you hereafter bring or commence any action or legal proceeding in respect of any claim purported to be released and discharged pursuant to this paragraph or these Terms, or otherwise attempt to pursue any such claim against the Company or any Company Representative then you hereby irrevocably and unconditionally undertake to indemnify, and keep indemnified the Company and all Company Representatives fully on demand from and against:
(a) all liabilities or losses suffered by or due to the Company or any Company Representative; and
(b) all reasonable costs, charges and reasonable expenses (including without limitation reasonable legal costs and expenses) reasonably and properly incurred by the Company or any Company Representative, in each case by reason of or in connection with the bringing or commencement of such action or pursuit of such claim by you.
If any provision or part-provision of this “Legal Considerations, Risks and Disclaimer” section is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. 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 under this “Legal Considerations, Risks and Disclaimer” section shall not affect the validity and enforceability of the rest of this “Legal Considerations, Risks and Disclaimer” section.
The aggregate combined liability of the Company arising out of or related to this “Legal Considerations, Risks and Disclaimer” section and/or the EUM COINS, whether arising out of or as a result of breach of contract, tort or otherwise, shall not exceed the total amount paid by the purchaser for the EUM COINS.
No representation & warranties
Notwithstanding any other provision of these Terms or any statement made expressly or impliedly in the Available Information, the Company does not make or purport to make, and hereby disclaims, any representation warranty undertaking or covenant in any form whatsoever to any entity or person, including any representation warranty undertaking or covenant in relation to the truth, accuracy and completeness of any of the information set out in the Available Information.
Representation & warranties by you
By howsoever accessing and/or accepting possession or communication of all or any part of the Available Information, you represent and warrant (and shall be deemed to represent and warrant) to the Company on the date of such access or on the latest date on which you retain possession of all or any part of the Available Information as follows: (a) you are over 18 (eighteen) years of age;
(b) you agree and acknowledge that the EUM COINS do not constitute shares or equities or Securities or Financial Instruments or investments in any form in any jurisdiction; (c) you agree and acknowledge that the Available Information does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of Securities in any jurisdiction or a solicitation for investment in Securities and you are not bound to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of the Available Information; (d) you agree and acknowledge that no regulatory authority has examined or approved of the Available Information, no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction and the publication, distribution or dissemination of all or any part of the Available Information to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;
(e) you agree and acknowledge that the Available Information, the undertaking and/or the completion of the EUM coin sale, or future trading of the EUM COINS on any exchange or market (regulated, unregulated, primary, secondary or otherwise), shall not be construed, interpreted or deemed by you as an indication of the merits of the Company, the EUM COINS, the sale or the Available Information;
(f) the distribution or dissemination of the Available Information any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Company; (g) you agree and acknowledge that in the case where you wish to purchase any EUM COINS, the EUM COINS are not to be construed, interpreted, classified or treated as: (i) any kind of security or commodity;
(ii) debentures, stocks or shares issued by any person or entity (whether the Company or otherwise);
(iii) rights, options or derivatives in respect of such debentures, stocks or shares; (iv) rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
(v) units in a collective investment scheme;
(vi) units in a business trust;
(vii) derivatives of units in a business trust;
(viii) any other security or class of Securities; or
(ix) any type of investment (as such term is defined by the Financial Services (Investments and Fiduciary Services) Act 1989-47 of Gibraltar (as amended or re-enacted from time to time) or as such term might be construed under similar legislation in any other part of the world);
(h) you are fully aware of and understand that you are not eligible to purchase any EUM COINS or access the Available Information if you are a citizen, national, resident (tax or otherwise) and/or green card holder of a Restricted Jurisdiction or if you are a Restricted Person;
(i) you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;
(j) you are fully aware and understand that in the case where you wish to purchase any EUM COINS, there are risks associated with: (A) the Company and its business and operations; (B) the EUM COINS; (C) the EUM coin sale; and (D) relying or acting on all or any part of the Available Information;
(k) you agree and acknowledge that the Company is not liable for any direct, indirect, special incidental consequential or other losses of any kind in tort contract or otherwise (including but not limited to loss of revenue income or profits or loss of use or data or loss of reputation or loss of any economic or other opportunity of whatsoever nature or howsoever arising) arising out of or in connection with any acceptance of or reliance on the Available Information or any part thereof by you;
(l) you agree and acknowledge that title (both legal or beneficial) and any further ownership interests of any nature whatsoever (including those capable of being imposed by way of constructive trust) relating to any EUM COINS shall not be transferred to you until the moment that such EUM COINS are delivered by the Company, or the Exchanges to you and shown to be credited in your cryptocurrency wallet; and
(m) all of the above representations and warranties are true, complete, accurate and not misleading from the time of your last access to and/or possession of (as the case may be) the Available Information.
Cautionary note on forward-looking statements
All statements contained in the Available Information, statements made in any press release or in any place accessible by the public and oral statements that may be made by the Company or the Company Representatives (as the case may be), 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 profitability and growth, expected revenue profitability and growth, prospects, future plans, other expected industry trends and other matters discussed in the Available Information regarding the Company are matters that are not historical facts, but only estimations and predictions. The Company makes no representation or warranty on having made any predictions or estimates or expectations on the basis of any formula, any mathematical or scientific modelling or forecast, or having made any due and proper enquiries or having undertaken any independent research or studies or otherwise. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of the Company to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. These factors include, amongst others:
(a) changes in legal, political, social, economic, and stock or cryptocurrency market conditions and the regulatory environment in the countries in which the Company conducts its EUM sale, its business and/or its operations;
(b) the risk that the Company may be unable or execute or implement its business strategies and future plans;
(c) changes in interest rates and exchange rates of fiat currencies and cryptocurrencies; (d) changes in the anticipated growth strategies and expected internal growth of the Company;
(e) changes in the availability and fees payable to the Company in connection with its business and operations;
(f) changes in the availability and salaries of employees who are required by the Company to operate its business and operations;
(g) changes in preferences of customers of the Company;
(h) changes in competitive conditions under which the Company operates, and the ability of the Company to compete under such conditions;
(i) changes in the future capital needs of the Company and the availability of financing and capital to fund such needs;
(j) war or acts of international or domestic terrorism;
(k) occurrences of catastrophic events, natural disasters and acts of God that affect the businesses and/or operations of the Company;
(l) other factors beyond the control of the Company; and
(m) any risk and uncertainties associated with the Company and its business and operations, the EUM COINS and reliance on all or any part of the Available Information.
All forward-looking statements made by or attributable to the Company or Company Representatives are expressly qualified in their entirety by such factors. Given that risks and uncertainties that may cause the actual future results, performance or achievements of the Company to be materially different from that expected, expressed or implied by the forward-looking statements in the Available Information, undue reliance must not be placed on these statements.
These forward-looking statements are applicable only as of the later of the Available Information. Neither the Company nor the Company Representatives nor any other person represents, warrants and/or undertakes that the actual future results, performance or achievements of the Company will be as discussed in those forward-looking statements. The actual results, performance or achievements of the Company may differ materially from those anticipated in these forward-looking statements.
Nothing contained in the Available Information is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of the Company.
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.
You should carefully consider and evaluate each of the following risk factors and all other information contained in these Terms before deciding to participate in the purchase of EUM.
To the best of the Company’s knowledge and belief, all risk factors which are material to you in making an informed judgment have been set out below. If any of the following considerations, uncertainties or material risks develops into actual events, the business, financial position and/or results of operations of the Company and the maintenance and level of usage of the EUM COINS could be materially and adversely affected. In such cases, the trading price of EUM COINS (in the case where they are listed on an exchange or market, regulated, unregulated, primary, secondary or otherwise)) could decline due to any of these considerations, uncertainties or material risks, and you may lose all or part of your EUM COINS or the economic value thereof.
Risks relating to purchases of eum coins
There is also no assurance that the market price of the EUM COINS will not decline below the original or issue purchase price (the “Purchase Price”). The Purchase Price may not be indicative of the market price of the EUM COINS after they have been made available for trading on a market.
A Crypto currency/coin like the EUM coin, is not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor is it backed by any hard assets or other credit nor is it a commodity in the traditional sense of that word. The Company is not responsible for, nor does it pursue, the circulation and trading of EUM COINS on any market.
Trading of EUM COINS will merely depend on the consensus on its value between the relevant market participants. No one is obliged to purchase any EUM from any holder of the EUM coins, including the purchasers, nor does anyone guarantee the liquidity or market price of EUM COINS to any extent at any time. Furthermore, EUM COINS may not be resold to purchasers who are citizens, nationals, residents (tax or otherwise) and/or green card holders of Restricted Jurisdictions or to Restricted Persons or to purchasers in any other jurisdiction where the purchase of EUM COINS may be in violation of applicable laws.
Accordingly, the Company cannot ensure that there will be any demand or market for EUM COINS, or that the Purchase Price is indicative of the market price of EUM COINS after they have been made available for trading on any cryptocurrency exchange or market.
Future sales or issuance of the EUM COINS could materially and adversely affect the market price of EUM COINS.
Any future sale or issuance of EUM COINS would increase the supply of EUM COINS in the market and this may result in a downward price pressure on EUM. The sale or distribution of a significant number of EUM COINS (including but not limited to issuance of EUM COINS to persons other than purchasers for purposes of community initiatives, business development, academic research, education and market expansion and issuance of EUM COINS as a reward to users of the Company’s business platform that is yet to be developed or otherwise), or the perception that such further sales or issuance may occur, could adversely affect the trading price of the EUM COINS.
Negative publicity may materially and adversely affect the price of the EUM COINS.
Negative publicity involving the Company, the Company’s business platform that is yet to be developed, the EUM COINS or any of the key personnel of the Company and/or regulation of distributed ledger technologies, cryptocurrencies and sales of EUM COINS in any jurisdiction, may materially and adversely affect the market perception or market price of the EUM COINS, whether or not it is justified.
The Company may not be able to meet your expectations in the future.
There is no assurance that there will be sufficient engagement in the Company’s business platform that is yet to be developed such that you will be able to achieve your anticipated goals in connection with the Company’s business platform. Further, even in the event there is substantial engagement and interactions among the users of the Company’s business platform that is yet to be developed, there is no assurance it will meet your personal expectations. This is because the ability of the Company to meet your expectations will depend on the future results of operations and the future business and financial condition of the Company, and there is no assurance of the future results of operations and the future business and financial condition of the Company.
There is no assurance of any success of the Company’s EUM Sale or business platform that is now in development, as envisaged by the Available Information.
While the Company has made every effort to provide a realistic estimate, there is no assurance that the cryptocurrencies sale will be sufficient for the development of the Company’s business platform. For the foregoing or any other reason, the development of the Company’s business platform and launch of the anticipated EUM functionality may not be completed.
The trading price of the EUM COINS may fluctuate.
The prices of cryptographic coins/currencies in general tend to be relatively volatile, and can fluctuate significantly over short periods of time. The demand for, and the corresponding market price of, the cryptographic coins/currencies such as EUM may fluctuate significantly and rapidly in response to, among others, the following factors, some of which are beyond the control of the Company:
(a) new technical innovations;
(b) analysts’ speculations, recommendations, perceptions or estimates of the EUM market price or the Company’s financial and business performance;
(c) changes in market valuations and coin prices of entities with businesses similar to that of the Company that may be listed on the same cryptocurrency exchanges or markets as the EUM COINS;
(d) announcements by the Company of significant events, for example partnerships, sponsorships or new product developments;
(e) fluctuations in market prices and trading volume of cryptocurrencies on cryptocurrency exchanges or markets;
(f) additions or departures of key personnel of the Company;
(g) success or failure of the Company’s management in implementing business and growth strategies; and/or
(h) changes in conditions affecting the blockchain or financial technology industry, the general economic conditions or market sentiments, or other events or factors.
The Company will make efforts to ensure that the funds received will be securely held.
Further, the Company may make every effort to ensure that the funds received by it from the EUM sales will be securely held through the implementation of security measures.
Notwithstanding such security measures, there is no assurance that there will be no theft of cryptocurrencies as a result of hacks, sophisticated cyber-attacks, distributed denials of service or errors, vulnerabilities or defects on the website, in the smart contract(s) on which the EUM sale relies, on the Ethereum blockchain or any other blockchain, or otherwise. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof.
Risks relating to the company
The Company’s business platform that is under development.
Any events or circumstances which adversely affect the Company or any of its successor or affiliated operating entities may have a corresponding adverse effect on the Company’s business platform that is under development, including but not limited to the development, structuring and launch of the Company’s business platform. Such adverse effects would correspondingly have an impact on the utility, liquidity, and the trading price of the EUM COINS.
The Company may be materially and adversely affected if it fails to effectively manage its operations as its business develops and evolves, which would have a direct impact on its ability to develop, maintain or operate the Company’s business platform and/or develop, structure and/or license any coin functionality.
The financial technology and cryptocurrency industries in which the Company competes have grown rapidly over the past few years and continue to evolve in response to new technological advances, changing business models, shifting regulations and other factors. As a result of this constantly changing environment, the Company may face operational difficulties in adjusting to the changes, and the sustainability of the Company will depend on its ability to manage its operations, ensure that it hires qualified and competent employees, and provides proper training for its personnel. As its business evolves, the Company must also expand and adapt its operational infrastructure. The Company’s business will in part rely on its blockchain-based software systems, cryptocurrency wallets or other related coin storage mechanisms, blockchain technology and smart contract technology. All of these systems, tools, and skillsets represent complex, costly, and rapidly changing technical infrastructure. In order to demonstrate continued ability to effectively manage technical support infrastructure for the Company’s business platform that is yet to be developed and the future functionality of the EUM COINS, the Company will need to continue to upgrade and improve its data systems and other operational systems, procedures, and controls.
These upgrades and improvements will require a dedication of resources and are likely to be complex and increasingly rely on hosted computer services from third parties that the Company does not or will not control. If the Company is unable to adapt its systems and organisation in a timely, efficient, and cost-effective manner to accommodate changing circumstances, its business, financial condition and/or results of operations may be adversely affected. If the third parties whom the Company relies on are subject to a security breach or otherwise suffer disruptions that impact the services the Company uses, the integrity and availability of its internal information could be compromised, which may consequently cause the loss of confidential or proprietary information and/or economic loss.
The loss of financial, labour or other resources, and any other adverse effect on the Company’s business, financial condition and/or operations, would have a direct adverse effect on the Company’s ability to develop maintain or operate the Company’s business platform and/or to develop, structure and/or license the anticipated coin functionality. Any adverse effects affecting the Company business or technology are likely to also adversely impact the utility, liquidity, and trading price of the EUM COINS.
The Company may experience system failures, unplanned interruptions in its network or services, hardware or software defects, security breaches or other causes that could adversely affect the Company’s infrastructure network, and/or the Company’s business platform that under development.
The Company is not able to anticipate when there would be occurrences of hacks, cyberattacks, distributed denials of service or errors, vulnerabilities or defects in: the Company’s business platform that is under development, in the smart contracts on which the Company or the Company’s business platform relies, or on the Ethereum blockchain or any other blockchain. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. The Company may not be able to detect such hacks, cyber-attacks, distributed denials of service errors vulnerabilities or defects in a timely manner, and may not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession.
The Company’s network or services, which would include the Company’s business platform that is under development and, if successfully structured, developed, licensed and launched, the coin functionality, could be disrupted by numerous events, including natural disasters, equipment breakdown, network connectivity downtime, power losses, or even intentional disruptions of its services, such as disruptions caused by software viruses or attacks by unauthorized users, some of which are beyond the Company’s control. There can be no assurance that cyber-attacks, such as distributed denials of service, will not be attempted in the future or that the Company’s security measures will be effective. The Company may be prone to attacks on its infrastructure intended to steal information about its technology, financial data or user information or take other actions that would be damaging to the Company and/or holders of the EUM COINS. Any significant breach of the Company’s security measures or other disruptions resulting in a compromise of the usability, stability, and security of the Company’s business platform that is under development may adversely affect the utility, liquidity and/or trading price of the EUM COINS.
The Company may in the future be dependent in part on the location and data center facilities of third parties.
The Company’s future infrastructure network may be established in whole or in part through servers which it owns and/or houses at the location facilities of third parties, and/or servers that it rents at data center facilities of third parties. If the Company is unable to renew its data facility leases on commercially reasonable terms or at all, the Company may be required to transfer its servers to a new data center facility, and may incur significant costs and possible service interruption in connection with the relocation. These facilities are also vulnerable to damage or interruption from, among others, natural disasters, arson, terrorist attacks, power losses, and telecommunication failures.
Additionally, the third-party providers of such facilities may suffer a breach of security as a result of third-party action, employee error, malfeasance or otherwise, and a third party may obtain unauthorised access to the data in such servers. The Company and the providers of such facilities may be unable to anticipate these techniques or to implement adequate preventive measures.
General global market and economic conditions may have an adverse impact on the Company’s operating performance, results of operations and/or cash flows.
The Company could continue to be affected by general global economic and market conditions. Challenging economic conditions worldwide have from time to time, contributed, and may continue to contribute, to slowdowns in the information technology industry at large. Weakness in the economy could have a negative effect on the Company’s business, operations and financial condition, including decreases in revenue and operating cash flows, and inability to attract future equity and/or debt financing on commercially reasonable terms. Additionally, in a down-cycle economic environment, the Company may experience the negative effects of a slowdown in trading and usage of the Company’s business platform that is under development.
Suppliers on which the Company relies for servers, bandwidth, location and other services could also be negatively impacted by economic conditions that, in turn, could have a negative impact on the Company’s operations or expenses. There can be no assurance, therefore, that current economic conditions or worsening economic conditions or a prolonged or recurring recession will not have a significant, adverse impact on the Company’s business, financial condition and results of operations, and hence, the Company’s business platform that is under development and/or the ability to develop, structure, license and/or launch any coin functionality. Any such circumstances would then correspondingly negatively impact the utility, liquidity, and/or trading price of the EUM COINS.
The Company or the EUM COINS may be affected by newly implemented regulations.
Distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities are generally unregulated worldwide, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities. The Company or the EUM COINS may be affected by newly implemented regulations relating to distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities, including having to take measures to comply with such regulations, or having to deal with queries, notices, requests or enforcement actions by regulatory authorities, which may come at a substantial cost and may also require substantial modifications to the Company’s business platform that is under development and/or the anticipated coin functionality. This may impact the appeal or practicality or functionality of the Company’s business platform that is under development and/or the anticipated coin functionality for users and result in decreased usage of and demand for the Company’s business platform and the EUM COINS. Further, should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, maintaining the Company’s business platform that is under development and/or developing, structuring, licensing and/or launching the coin functionality may no longer be commercially viable, and the Company may opt to discontinue the Company’s business platform that is under development and/or the anticipated EUM coin functionality. Further, it is difficult to predict how or whether governments or regulatory authorities may implement any changes to laws and regulations affecting distributed ledger technology and its applications, including the Company’s business platform that is under development and/or the anticipated coin functionality.
The Company may also have to cease operations in a jurisdiction that makes it illegal to operate in such jurisdiction, or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. In scenarios such as the foregoing, the utility, liquidity, and/or trading price of EUM COINS will be adversely affected and/or EUM COINS may cease to be traded.
Cryptographic coins such as the EUM COINS are a relatively new and dynamic technology. In addition to the risks included in the above discussion of risk factors, there are other risks associated with your purchase, holding, and use of the EUM COINS, including those that the Company cannot anticipate. Such risks may further appear as unanticipated variations or combinations of the risks discussed above.
By purchasing EUM COINS directly from Elitium ltd instead of purchasing from the exchanges, you agree to your personal data, (i.e., your e-mail address, name, address and other details personal to you) being processed by the Company for its business purposes or the purposes of building, promoting, and communicating (about) the Company’s business platform that is under development and EUM. The Company agrees to keep your email address and other personal data private and not share it with the public (e.g., by including it on any external lists or selling to any third parties).
The presentation of the Available Information is solely for informational purposes. Anyone interested in purchasing EUM COINS should consider the various risks prior to making any kind of decision in respect of such purchase. The Available Information does not comprise any advice by the Company or by the Company Representatives, or any recommendation to any recipient of the Available Information, by the virtue of any purchase of EUM or otherwise. The Available Information does not necessarily identify, or claim to identify, all the risk factors connected with the Company, the Company’s business platform that is under development, the EUM COINS, any future coin functionality or the Available Information. All the participants must make their own independent evaluation, after making such investigations as they consider essential, of the merits of purchasing EUM and after taking their own independent professional advice. Any purchaser of EUM should check with and rely upon their own investment, accounting, legal and tax representatives and consultants in respect of such matters concerning the Company, the Company’s business platform that is under development, EUM, any future coin functionality and the Available Information and to assess separately the financial risks, consequences and appropriateness of the purchase of EUM COINS, or if in any doubt about the facts set out in the Available Information.
Purchasers of EUM are urged to completely understand, be aware of and accept the characteristics of the Company, the Company’s business platform that is under development, the EUM COINS, any future coin functionality and the Available Information.
No guarantee or assurance is given by the Company or by the Company Representatives that the Company’s proposals, objectives and/or outcomes set out in the Available Information will be achieved in whole or in part. You are urged to consider whether purchasing EUM is suitable for you having regard to your personal and financial circumstances and your financial resources.
Restrictions on distribution and dissemination of the available information
The distribution or dissemination howsoever of all or any part of the Available Information may be prohibited or restricted by the laws, regulatory requirements and rules of certain jurisdictions. In the case where any such restriction applies, you are responsible for informing yourself in respect of the same and for observing any such restrictions which are applicable to your possession and/or dissemination of all or any part of the Available Information at your own expense and without liability to the Company.
Persons to whom a copy of all or any part of the Available Information has been distributed or disseminated, provided access to or who otherwise have all or any part of the Available Information in their possession shall not circulate it to any other persons, reproduce or otherwise distribute any information contained herein for any purpose whatsoever nor permit or cause the same to occur.
No offer of securities or registration
No part of the Available Information constitutes a prospectus or offer document of any sort and is not intended to constitute an offer of Securities or a solicitation for investment in Securities in any jurisdiction. No person is bound to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of all or any part of the Available Information. Any agreement in relation to any sale and purchase of EUM COINS is to be governed by the terms and conditions of such agreement and no other document. In the event of any inconsistencies between the terms and conditions of that agreement and the Available Information, those terms and conditions shall prevail.
You are not eligible to purchase any EUM COINS in the Token Sale if you are a citizen, resident (tax or otherwise) or green card holder of a Restricted Jurisdiction or you are a Restricted Person. No regulatory authority has examined or approved of any of the Available Information. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of the Available Information does not imply that the applicable laws, regulatory requirements or rules have been complied with.