PLEASE READ THIS AGREEMENT FOR THE SALE OF TOKENS CAREFULLY. PLEASE NOTE THAT:
(I) CITIZENS OR RESIDENTS OF CERTAIN COUNTRIES MUST NOT BUY THE TOKENS AND ARE NOT ELIGIBLE TO PARTICIPATE IN THE TOKEN SALE DUE TO VARIOUS TAXATION AND REGULATORY ISSUES,(II) THE CITIZENS OR RESIDENTS OF THE UNITED STATES MUST BE "ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT OF 1933, AS AMENDED) TO BUY THE TOKENS AND BE ELIGIBLE TO PARTICIPATE IN THE TOKEN SALE,(III) SECTION 17 OF THIS AGREEMENT FOR THE SALE OF TOKENS CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS,(IV) THE TOKENS ARE INTENDED TO BE USED SOLELY IN CONNECTION WITH THE PLATFORM (AS DEFINED BELOW), AND DURING THE INITIAL 12 MONTHS FOLLOWING THE COMPLETION OF THE TOKEN SALE, YOU AGREE TO USE THE TOKENS SOLELY AS THE FUNCTIONALITY OF THE PLATFORM ALLOWS AND NOT TO SELL, TRANSFER OR OTHERWISE DISPOSE OF YOUR TOKENS PUBLICLY, AND(V) THE COMPANY WILL NOT SUPPORT OR OTHERWISE FACILITATE ANY SECONDARY TRADING FOR AT LEAST 12 MONTHS FOLLOWING THE COMPLETION OF THE TOKEN SALE (AND SUCH SECONDARY TRADING MAY NEVER DEVELOP AND BE AVAILABLE TO YOU). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT FOR THE SALE OF TOKENS, DO NOT PURCHASE THE TOKENS.
Your purchase of CHAINGPT ($CGPT) TOKENS (the "CHAINGPT ($CGPT) TOKENS" or the "Tokens") during the ChainGPT Token sale ("Token Sale") from ChainGPT Token International, LTD., a corporation formed under the laws of Cayman Islands (the "Company," "we," "us" or "our"), is subject to this Agreement for Sale of Tokens (this "Agreement"). Each of you or the entity you represent and the Company is referred to as a "Party" and together as the "Parties." Each of you or the entity you represent is also referred to herein separately as "you," "your," or the "Purchaser."
By purchasing CHAINGPT ($CGPT) TOKENS from the Company during the Token Sale, you will be bound by this Agreement and all terms and conditions incorporated by reference. If you have any questions regarding this Agreement, please get in touch with us at [email protected] Please read this Agreement carefully. If you disagree with this Agreement, please don't buy the Tokens. By utilizing the Website located at [email protected] (the "Website") and the products and services offered, you acknowledge that you have read this Agreement and agree to be bound by it. If you do not agree to all of the provisions of this Agreement, you are not an authorized user of these services, and you should not use either the Website or its products and services. If you want us to sign a separate token sale agreement with the Company, don't hesitate to contact us at [email protected] to start the verification procedure and negotiations regarding signing the Agreement. The Company reserves the right to change, modify, add, or remove provisions of this Agreement at any time for any reason. Therefore, please review this Agreement periodically for changes. So that you know, such changes will be effective immediately upon posting them on the Website. You agree to the modified provisions by accessing the Website after we have posted changes to this Agreement.
Ownership of the Tokens carries no rights, express or implied, other than the right to use such tokens to enable usage of and interaction with the Platform and the Ecosystem (each as defined below) if completed and deployed. In particular, you understand and accept that the Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights, or any other form of participation in or relating to the Company and its corporate affiliates, other than rights relating to the use of and interaction with the Ecosystem and the Platform, subject to limitations and conditions as described in the White Paper (as defined below) and the Website. The Tokens are not intended to be a cryptocurrency, regardless of the legal meaning of the word "cryptocurrency," security, commodity, or any other financial instrument. This Agreement does not constitute investment advice, counsel, or solicitation for investment in any security and shall not be construed that way.
Significant risks and uncertainties are associated with an investment in the Company and the securities. The current securities are not publicly traded and are subject to transfer restrictions. There is no public market for the securities, and one may never develop. An investment in the Company is highly speculative. The securities should only be purchased by those who can bear the financial risk of the investment for an indefinite period and who cannot afford the loss of their entire investment. Look at Exhibit C for a discussion of certain risks relating to the purchase, Sale, and use of the Tokens. This Agreement does not constitute investment advice, counsel, or solicitation for investment in any security and shall not be construed that way. This Agreement does not constitute or form part of, and should not be construed as, any offer for Sale or subscription of, or an invitation to buy or subscribe for, any securities, nor for the Tokens.
The Company expressly disclaims any responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from (i) reliance on any information contained in this Agreement,(ii) any error, omission, or inaccuracy in any such information, or(iii) any action resulting from there. In particular, nothing in this Agreement constitutes an offer of securities for Sale in other countries and jurisdictions where it is unlawful.
The securities have not been, and will not be, registered under the Securities Act or the securities laws of any state of the United States, Canada, or other jurisdictions. The securities may not be offered or sold within the united states or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act) except to Accredited Investors or under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. This Agreement may not be forwarded or distributed to anyone else and may not be reproduced in any manner whatsoever. Any forwarding, distribution, or reproduction of this Agreement in whole or in part is unauthorized. Failure to comply with this directive may result in a violation or breach of the Securities Act or the applicable laws of other jurisdictions.
The Company shall not be held liable for any legal or monetary damages or consequences arising as a result of the purchase of the Tokens by the citizens or residents of the United States or Canada who are not Accredited Investors, Singapore, China, South Korea or of any other jurisdiction with related legislation or legislative barriers prohibiting the purchase of the Tokens, or their use of the Platform or the Ecosystem.
By purchasing tokens from us during the Token Sale period or using them in connection with the Platform and the Ecosystem, you will be bound by this Agreement and all terms incorporated by reference. If you have any questions regarding this token sale agreement, don't hesitate to contact us at [email protected].You and Company agrees as follows: Should you disagree with any provision of this Policy, you shall cease using the Website or any Services immediately. The content of the Website and websites accessible from hyperlinks on the Website do not form an integral part of this Policy. Suppose you are using Services on behalf of any entity. In that case, you acknowledge this Policy on such entity's behalf and that you have the authorization to make such acknowledgment on behalf of such entity.
1. PURPOSE AND USE OF THE CHAINGPT ($CGPT) TOKENS
(a) ChainGPT AI LLC., a SAINT VINCENT, AND THE GRENADINES corporation ("ChainGPT AI") are developing and deploying a BSC-based comprehensive interaction platform that leverages blockchain technology and, more specifically, auditable immutability and traceability of records to act as a bridge between carriers, shippers, trucks and regulators (the "Platform"), as more fully described in the technical White Paper captioned "ChainGPT Org Interaction Platform," available on chaingpt.org (the "White Paper"). The Tokens are a provenance and trust protocol for data across disparate semi-trusting organizations. The Platform is built over a high-performance enterprise blockchain, with the utility Token required for blockchain entry, the Internet of Things installed in trucks, client-side applications, and integration platforms to integrate with legacy systems. The Platform will be accessed through the Tokens, decentralized ERC20 tokens that Company is selling in the Token Sale. As discussed further in the White Paper, the CHAINGPT ($CGPT) TOKENS are the digital utilities that power and incentivize the ChainGPT AI ecosystem (the "Ecosystem") and provide access to the Platform (the "Token Utility").b) Purchase, ownership, receipt, or possession of the Tokens carries no rights, express or implied, other than the right to use the Tokens in connection with Token Utility, in each case, to the extent that the Platform remains in use after its deployment by the Company. You understand and accept that the Tokens do not represent or confer any ownership right, stake, share or security, or equivalent rights, or any right to receive future revenue share or profits, intellectual property rights, or any other form of participation in or relating to the Company, ChainGPT AI or their respective affiliates, including the governance of the Company and ChainGPT AI. The Tokens are not intended to be a digital currency, security, commodity, expectation of profit, or any other kind of financial instrument.No promises of future performance or value are or will be made concerning the Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that the Tokens will hold any particular value.
To be eligible to participate in the Token Sale, you must:(a) Be at least 18 years of age;(b) Comply with all the terms and conditions outlined in this Agreement;(c) Complete the Registration process, as defined and described in more detail in Exhibit B hereto.
The Registration process is mandatory and requires you to(i) provide all information we request during the Registration process ("Registration Information") and(ii) have an ERC20-compatible BSC wallet (a "Purchaser Wallet"), each as described further in Exhibit B hereto; and(d) Provide to the Company such Anti-Money Laundering Information as the Company may require (the "A.M.L. Info"), with your information as of the date of your response, together with any supporting identification and other required documentation. We will use your answers to comply with our requirements under the U.S.A. Patriot Act for purposes of the U.S. anti-money laundering laws. The information in your A.M.L. Info will be confidential and not publicly disclosed unless required by law. (e) Fund your Purchaser Wallet with an amount of ETH or Bitcoins (as applicable) sufficient to allow you to complete your purchase of CHAINGPT ($CGPT) TOKENS under this Agreement.
3. PERSONS WHO ARE RESTRICTED FROM PURCHASING THE TOKENS
The Tokens are not being offered or distributed to, as well as for the first 12 months after the completion of the Token Sale, cannot be resold or otherwise alienated by their holders to the following restricted persons (collectively, the "Restricted Persons" ):(a) Citizens or residents of, or legal persons having their location or their seat of incorporation in, the country or territory where transactions with digital tokens are prohibited or in any manner restricted by applicable laws or regulations or will become banned or restricted at any time after this Agreement becomes effective;(b) The Restricted Persons are strictly prohibited and restricted from purchasing and using the Tokens, and neither the Company nor ChainGPT AI is soliciting purchases and usage of the Tokens by Restricted Persons in any way;(c) It is solely the Purchaser's obligation to verify at the time of making payment for the Tokens:(i) Whether or not the Purchaser or a person he represents is a Restricted Person;(ii) Whether or not the Purchaser is allowed to purchase the Tokens under the applicable laws and regulations; and(iii) Whether or not the Purchaser is permitted by applicable laws and regulations to use the Tokens in the manner specified on the Website. (d) If a Restricted Person purchases the Tokens, such Restricted Person has done so on an unlawful, unauthorized, and fraudulent basis. In such a case, any transactions and operations entered into by the Restricted Person in respect of the Tokens shall be null and void, including, but not limited to, the following:(i) transactions resulting from acceptance of this Agreement;(ii) any transaction resulting from the acquisition of the Tokens;(iii) any payment operation. (e) Neither the Company nor ChainGPT AI shall be bound by a transaction or an operation violating this Agreement. The Company may, in its sole discretion:(a) take all necessary and appropriate actions to apply and enforce the consequences of the void transactions and operations specified above;(y) notify the relevant authorities on the transaction or the operation in question; and (b) retain all the funds paid by the Restricted Person and either freeze them until the respective authority resolves the situation or transfer them to the account specified by the relevant financial management, apply to cover inflicted losses or discharge liabilities, or refund to the payer of the funds under the applicable legislation and provisions of this Agreement. (c) Any Restricted Person purchasing the Tokens shall be solely liable for any damages, liabilities, losses, and expenses caused to the Company and ChainGPT AI and shall indemnify, defend and hold harmless the Company, ChainGPT AI, and their respective officers, directors, employees, shareholders, agents, representatives and affiliates (collectively, the "Company Parties") from any damages, liabilities, losses, and expenses incurred by the Company Parties that arise from or are the result of such Restricted Person's purchase of the Tokens. (d) The Company is neither offering nor distributing the Tokens nor carrying on a business (activity) or any regulated activity in Singapore, in the People's Republic of China, in South Korea, or in other countries and territories where applicable laws and regulations to purchase or use the Tokens in the manner specified on the Website is not permitted.
4. SCOPE OF TERMS
This Agreement does not govern only your purchase of CHAINGPT ($CGPT) TOKENS from the Company during the Token Sale. The Company will have no responsibility for the use of CHAINGPT ($CGPT) TOKENS after CHAINGPT ($CGPT) TOKENS are sold.5. CANCELLATION AND REFUNDS; REJECTED AND UNSUCCESSFUL PURCHASE ATTEMPTSYour purchase of CHAINGPT ($CGPT) TOKENS from us during the Token Sale is final, and there are no refunds or cancellations except as may be required by applicable law or regulation.
WE RESERVE THE RIGHT TO REFUSE OR REJECT CHAINGPT ($CGPT) TOKENS REGISTRATION OR PURCHASE ATTEMPTS AT ANY TIME FOR ANY REASON IN OUR SOLE DISCRETION. ATTEMPTS TO PURCHASE CHAINGPT ($CGPT) TOKENS WILL BE REJECTED IF ETH OR BITCOINS ARE SENT TO THE TOKEN SALE ADDRESS AT ANY TIME BEFORE OR AFTER THE TOKEN SALE (UNLESS OTHERWISE PERMITTED BY THE COMPANY). WE ARE NOT RESPONSIBLE FOR ANY UNSUCCESSFUL ATTEMPT YOU MAY MAKE TO PURCHASE OR REGISTER TO PURCHASE CHAINGPT ($CGPT) TOKENS, REGARDLESS OF CAUSE.
5. TOKEN SALE PROCEDURES AND SPECIFICATIONS
Important information about the procedures and material specifications of the Token Sale is provided in Exhibits B through D here. So, by purchasing CHAINGPT ($CGPT) TOKENS, you acknowledge that you have read and understand these Exhibits A through D.
6. ACKNOWLEDGMENT AND ASSUMPTION OF RISKS
You acknowledge and agree that there are risks associated with purchasing CHAINGPT ($CGPT) TOKENS, owning CHAINGPT ($CGPT) TOKENS, and using CHAINGPT ($CGPT) TOKENS in connection with Token Utility, as disclosed and explained in Exhibit D hereto. If you have any questions regarding these risks, please get in touch with us at [email protected] BY PURCHASING THE CHAINGPT ($CGPT) TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
You are responsible for implementing reasonable measures for securing your Purchaser Wallet and any other wallet or vault you use to hold CHAINGPT ($CGPT) TOKENS you purchase from us, including any requisite private keys or other credentials necessary to access such Purchaser Wallet or other wallet or vault. For example, suppose Purchaser no longer possesses Purchaser's private keys or any device associated with Purchaser's account or cannot provide Purchaser's login or identifying credentials. In that case, Purchaser may lose all of the Purchaser's Tokens anchor access to Purchaser's account. However, Company Parties are not obligated to recover any Tokens and are not liable for such loss of Purchaser's Tokens.
Notwithstanding any other provision of this Agreement, we will not be responsible or liable for any damages, losses, costs, penalties, fines, or expenses arising out of or relating to:
It would be best to implement reasonable measures to secure your Purchaser Wallet or any other wallet or vault to hold CHAINGPT ($CGPT) TOKENS or the relevant access credentials. The loss of, tampering with, circumventing or unauthorized use of the access credentials to your Purchaser Wallet or any other wallet or vault you use to hold CHAINGPT ($CGPT) TOKENS.Any security breach affecting the security of your Purchaser Wallet or any wallet or vault you use to hold CHAINGPT ($CGPT) TOKENS. The loss of CHAINGPT ($CGPT) TOKENS from your Purchaser Wallet or any wallet or vault you use to hold CHAINGPT ($CGPT) TOKENS.
8. REGISTRATION INFORMATION
Any amounts you pay for CHAINGPT ($CGPT) TOKENS are exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of CHAINGPT ($CGPT) TOKENS, including, for example, sales, use, value-added, and similar taxes. You are responsible for withholding, collecting, reporting, and remitting the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value-added, or similar tax arising from your CHAINGPT ($CGPT) TOKENS purchase.
10. REPRESENTATIONS AND WARRANTIES
You represent and warrant that as of the date of your purchase of any CHAINGPT ($CGPT) TOKENS:(a) You have a sufficient technical understanding of cryptographic tokens (including CHAINGPT ($CGPT) TOKENS, Ether, BSC, and BTC), BSC-based protocols, distributed networks (including the Platform), Token storage mechanisms (including your Purchaser Wallet), and blockchain technology in general to understand this Agreement and to appreciate the risks and implications of purchasing CHAINGPT ($CGPT) TOKENS;(b) You have carefully read and understand the terms and conditions of this Agreement (including all exhibits which are part of this Agreement);(c) You have carefully read and examined the White Paper and understand the purpose of the CHAINGPT ($CGPT) TOKENS;(d) You have obtained sufficient information about CHAINGPT ($CGPT) TOKENS to make an informed decision to purchase CHAINGPT ($CGPT) TOKENS;(e) You understand, acknowledge and assume the restrictions and risks associated with the purchase, holding, and use of CHAINGPT ($CGPT) TOKENS as set forth herein, including, but not limited to, the risks explained and disclosed in Exhibit D hereto;(f) You understand that CHAINGPT ($CGPT) TOKENS are intended to be used only in connection with Token Utility and confer no rights of any form concerning the Company, ChainGPT AI, or their corporate affiliates, including, but not limited to, any ownership, voting, stock, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;(g) You are purchasing CHAINGPT ($CGPT) TOKENS solely for use in connection with Token Utility and are not purchasing CHAINGPT ($CGPT) TOKENS for any other purposes, including, but not limited to any investment, speculative or other financial purposes;(h) You understand and acknowledge that the Company is not registered with or licensed by any financial regulatory authority in the Cayman Islands or elsewhere. Accordingly, no Cayman Islands or other financial regulatory authority has passed upon the contents of this Agreement or the merits of purchasing CHAINGPT ($CGPT) TOKENS, nor has this Agreement been filed with, or reviewed by, any Cayman Islands or other financial regulatory authority;(i) You understand and acknowledge that this Agreement shall not be construed as an invitation (to the public in Cayman Islands or otherwise) to subscribe for any securities, and you understand and acknowledge that no actions of, or documentation issued by the Company and/or ChainGPT AI, shall be construed as such;(j) All Registration Information you have provided is complete and accurate;(k) You are at least 18 years of age;(l) Your purchase of CHAINGPT ($CGPT) TOKENS complies with applicable laws and regulations in your jurisdiction, including, but not limited to,(i) legal capacity and any other applicable legal requirements in your jurisdiction for purchasing CHAINGPT ($CGPT) TOKENS, using CHAINGPT ($CGPT) TOKENS, and entering into contracts with us,(ii) any foreign exchange, regulatory or import/export restrictions applicable to such purchase, and(iii) any governmental or other consents that may need to be obtained;(m) You hereby certify that you are not(i) a citizen or resident of a geographic area in which use of CHAINGPT ($CGPT) TOKENS in connection with Token Utility is prohibited by applicable law, decree, regulation, treaty, or administrative act,(ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or(iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals List, the U.S. Department of State's Debarred Parties List or other applicable sanctions lists. As a result, you represent and agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately notify the Company and cease using CHAINGPT ($CGPT) TOKENS. You agree that you will not knowingly sell or otherwise transfer CHAINGPT ($CGPT) TOKENS to a party subject to U.S. or other applicable sanctions;(n) You are not resident or domiciled in the People's Republic of China, Singapore or South Korea or purchasing CHAINGPT ($CGPT) TOKENS from a location in the People's Republic of China, Singapore, South Korea or any other jurisdiction prohibiting its residents or domiciles from participating in or purchasing tokens or coins in Token sales (commonly referred to as "Initial Coin Offerings" or "I.C.O.s");(o) If you are purchasing CHAINGPT ($CGPT) TOKENS on behalf of any entity,(i) you are authorized to accept this Agreement and to act on such entity's behalf,(ii) such entity will be responsible for breach of this Agreement by you or any other employee or agent of such entity (references to "you" in this Agreement refer to you and such entity, jointly), and(iii) such entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization;(p) You will not use CHAINGPT ($CGPT) TOKENS or the Platform in connection with any activity that violates applicable laws in any relevant jurisdiction, including, but not limited to, use of CHAINGPT ($CGPT) TOKENS or the Platform in connection with transactions that violate U.S. federal or state securities or commodity laws;(q) You will at all times maintain control of your Purchaser Wallet, and you will not share or disclose the account credentials associated with your Purchaser Wallet with any other party. Transfer CHAINGPT ($CGPT) TOKENS from your Purchaser Wallet into another wallet or vault. In that case, you will likewise at all times maintain control of such other wallet or vault, and you will not share or disclose the account credentials associated with such other wallet or vault with any other party;(r) You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of CHAINGPT ($CGPT) TOKENS;(s) You will provide to the Company such A.M.L. Info as the Company may require, with your information as of the date of your response, together with any supporting identification documentation, as the Company may require and deliver it to the Company before you may be eligible to purchase the Tokens. You also agree to provide to the Company such documents that it may request in connection with the Company's compliance requirements with any anti-money laundering laws to determine your eligibility; and(t) You understand and acknowledge that title to, and risk of loss of, CHAINGPT ($CGPT) TOKENS you purchase from Company passes from Company to you in the Cayman Islands.
11. TRANSFER RESTRICTIONS; NO SECONDARY TRADING
You understand and acknowledge that: During the initial 12 months after the completion of the Token Sale, the Tokens cannot be resold or otherwise alienated by their holders to the Restricted Persons (as defined above). During the initial 12 months following the completion of the Token Sale, you agree to use the tokens solely as the functionality of the Platform allows and not to sell, transfer or otherwise dispose of your tokens publicly. The Company will only support or otherwise facilitate secondary trading for at least 12 months after the Token Sale (and such secondary trading may never develop and be available to you).
(a) To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company, ChainGPT AI, and their respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (collectively, the "Indemnified Parties") from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys' fees) that arise from or relate to:(i) your purchase or use of CHAINGPT ($CGPT) TOKENS,(ii) your responsibilities or obligations under this Agreement,(iii) any breach by you of this Agreement, or(iv) any infringement or violation by you of any rights of, or laws or regulations applicable to, any other person or entity. (b) The Company and ChainGPT AI reserve the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 11(a). This indemnity is in addition to, and not instead of, any other indemnities outlined in a written agreement between you and the Company or ChainGPT AI.
13. KNOW YOUR CUSTOMER AND ANTI-MONEY LAUNDERING
(a) The Company and its affiliates follow "Know-Your-Customer" ("KYC") and Anti-Money Laundering ("A.M.L.") and other banking or government regulations in respective jurisdictions. Each Purchaser of Tokens agrees to help the Company fulfill the mentioned regulations and provide any necessary information if the Purchaser needs such information from the authorized authority. (b) As part of the Company's compliance process with such regulations, the Company shall conduct KYC and A.M.L. checks on you before you purchase the Tokens or the transfer of the Tokens to you (as determined by the Company). As part of such checks, the Company shall collect and store them. You agree to provide to the Company, before you purchase the Tokens or before the transfer of the Tokens to you, the following types of data about the Purchaser:(i) Your name and surname;(ii) Your Email;(iii) Your Address;(iv) Your date of birth;(v) A copy of your passport or driver license or other appropriate identification document details or incorporation documents if you are a legal entity;(vi) Identification numbers that you may use or have registered with your local tax authority; and(vii) A copy of your utility bills or other documents that the Company can use to verify your address. (c) In some instances (when additional verification by bank or compliance authority is needed according to governmental rules, A.M.L., or KYC policies), the Company may require you to provide additional information and some or all of the following:(i) Confirmation of proceeds sources;(ii) Sworn statements;(iii) W2-form;(iv) Bank statement;(v) Broker License (if applicable);(vi) Information regarding the value of your assets or net worth;(vii) Confirmation of any professional licenses that you may hold; and(vii) Any other documents that the Company may reasonably request to satisfy applicable KYC and A.M.L. requirements. (d) The Company shall refuse your access to the Website if the Company has reasonable doubts about the validity, authenticity, and genuineness of the data provided by you or in case you have failed to provide the data and other additional information as required above. In such case, you will be deemed to have violated the provisions of this Section of this Agreement, and the Company shall refuse to transfer the Tokens to you. It shall use its commercially reasonable best efforts to refund the money, including any cryptocurrencies, that the Company has received from you to purchase the Tokens from the Company in the same amount (of the form of payment, whether money or any cryptocurrencies, as applicable) it has been transferred to the Company (with no interest or any other amounts due on such funds, subject to the deduction of any transfer fees paid by the Company). In addition, the Company has the right to use any possible efforts for preventing money laundering and terrorism financing, including, but not limited to, blocking your BSC Wallet and disclosing any information about you to the federal or state authorities at their request, without your knowledge or consent. (e) All payments by you to the Company in connection with this Agreement shall be made only in your name, from a digital wallet or bank account not located in a country or territory that has been designated as a "non-cooperative country or territory" by the Financial Action Task Force, and is not a "foreign shell bank" 'within the meaning of the U.S. Bank Secrecy Act, as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time. (f) As part of the Company's commitment to preventing money laundering, the Company will not tolerate any Token-holder abusing their services for such matters. If the Company suspects any Token-holder is abusing its services for money laundering, they reserve the right to freeze any funds used to purchase the Tokens. The Company reserves the right to report suspicious activities to the police or relevant authorities without the Token-holder's knowledge or consent.
14. DISCLAIMERS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY US,
(I) CHAINGPT ($CGPT) TOKENS ARE SOLD ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO CHAINGPT ($CGPT) TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT;(II) WE DO NOT REPRESENT OR WARRANT THAT CHAINGPT ($CGPT) TOKENS ARE RELIABLE, CURRENT, OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN CHAINGPT ($CGPT) TOKENS WILL BE CORRECTED; AND(III) WE CAN NOT AND DO NOT REPRESENT OR WARRANT THAT CHAINGPT ($CGPT) TOKENS OR THE DELIVERY MECHANISM FOR CHAINGPT ($CGPT) TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
Some jurisdictions do not allow the exclusion of certain warranties or disclaimers of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section 14 may not apply to you.
15. LIMITATION OF LIABILITY(A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
(I) IN NO EVENT WILL THE COMPANY OR ANY OF THE INDEMNIFIED PARTIES BE LIABLE FOR LOSS OF PROFITS OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER LOSS OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR LOSS FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF CHAINGPT ($CGPT) TOKENS OR OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LOSS WERE FORESEEABLE); AND(II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE INDEMNIFIED PARTIES (JOINTLY) FOR ANY LOSS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE CHAINGPT ($CGPT) TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR CHAINGPT ($CGPT) TOKENS.(B) THE LIMITATIONS SET FORTH IN SECTION 13(A) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR GROSS NEGLIGENCE, FRAUD OR INTENTIONAL OR WILLFUL MISCONDUCT OF THE COMPANY.
To the fullest extent permitted by applicable law, please release the Company. The other Indemnified Parties from responsibility, liability, claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release (including similar laws in other applicable jurisdictions) to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
17. DISPUTE RESOLUTION; ARBITRATION
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT IS AN ADDITIONAL PROVISION APPLICABLE ONLY TO INDIVIDUALS RESIDENT OR DOMICILED IN THE UNITED STATES. IF YOU ARE A RESIDENT OR DOMICILED IN THE UNITED STATES, THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS HOW YOU CAN SEEK RELIEF FROM US. IF YOU ARE A RESIDENT OR DOMICILED OUTSIDE THE UNITED STATES, THIS SECTION DOES NOT APPLY TO YOU AT ALL AND FORMS NO PART OF OUR AGREEMENT.
(a) Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands, or proceedings (collectively, "Disputes") in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you, the Company and ChainGPT AI(i) waive you, the Company's and ChainGPT AI' respective rights to have any Disputes arising from or related to this Agreement resolved in a court, and(ii) waive your, the Company's and ChainGPT AI' respective rights to a jury trial. Instead, you, the Company, and ChainGPT AI will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).(b) No Class Arbitrations, Class Actions, or Representative Actions. Any Dispute arising out of or related to this Agreement is personal to you, the Company, and ChainGPT AI and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative proceeding. There will be no class arbitration in which individual attempts to resolve a Dispute as a representative of another individual or group. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration or on behalf of any other individual or group.(c) Federal Arbitration Act. This Agreement affects interstate commerce, and the enforceability of this Section 15 will be substantively and procedurally governed by and construed and enforced per the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "F.A.A."), to the maximum extent permitted by applicable law.(d) Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within 30 days of the date it arises so that the Parties can attempt in good faith to resolve it informally. Notice to the Company shall be sent by email at [email protected] In addition, we may provide information to you via email to the email address you provide regarding registration. Your notice must include(i) your name, postal address, email address, and telephone number,(ii) a description in reasonable detail of the nature or basis of the Dispute, and(iii) the specific relief that you are seeking. If you and Company cannot agree on how to resolve the Dispute within 30 days after the applicable Party receives the date notice, then either you or Company may, as appropriate and under this Section 17, commence an arbitration proceeding or, to the extent expressly provided for in Section 17(a), file a claim in court.(e) Jurisdiction of Arbitration. Any arbitration will occur in Orange County, California. The arbitration will be confidential by a single arbitrator under the rules of the Judicial Arbitration and Mediation Services ("JAMS"), incorporated by reference. The state and federal courts in Orange County, California, will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county where you reside if the Dispute meets the requirements to be heard in small claims court.(f) Authority of Arbitrator. As limited by the F.A.A., this Agreement, and the applicable JAMS rules, the arbitrator will have(i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable and(ii) the power to grant any remedy that would otherwise be available in a court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any class or representative proceeding or preside over any proceeding involving more than one individual.(g) Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by this Agreement, you either(i) acknowledge and agree that you have read and understand the rules of JAMS or(ii) waive your opportunity to read the rules of JAMS and any claim that the laws of JAMS are unfair or should not apply for any reason.(h) Severability of Dispute Resolution; Arbitration. Suppose any term, clause, or provision of this Section 17 is held invalid or unenforceable. In that case, it will be contained to the minimum extent required by law, and all other terms, clauses, and provisions of this Section 17 will remain valid and enforceable. Further, the waivers outlined in Section 17(b) are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.
18. GOVERNING LAW AND VENUE
This Agreement will be governed by and construed and enforced under the laws of the Cayman Islands, without regard to conflict of law rules or principles (whether of SAINT VINCENT AND THE GRENADINES or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out or relating to this Agreement or its subject matter or formation (including non-contractual Disputes of claims) will be resolved in the courts of the Cayman Islands, except where Section 17 applies to you because you are resident or domiciled in the United States in which case any such dispute must be resolved under Section 17.20. SEERABILITYVIf any term, clause, or provision of this Agreement is held unlawful, void, or unenforceable. That term, clause, or provision will be severable from this Agreement. However, it will not affect the validity or enforceability of any remaining part of that term, clause, provision, or any other term, clause, or condition of this Agreement.
19. DISRUPTION EVENT
In the event of a Disruption Event, we have the right to suspend the Token Sale. Suppose we elect to discontinue the Token Sale. In that case, we will announce the suspension as soon as possible. Before resuming the Token Sale, we will notify the resumption at least four hours in advance. Suppose we suspend the Token Sal (the "Suspension Period") under Section 18. In that case, we will determine in our sole and absolute discretion whether to (i) nevertheless end the Token Sale on the scheduled Token Sale End Date (as defined in Exhibit B ) or (ii) extend the Token Sale for a period equal to the Suspension Period. We will provide notice of our election in this regard in the public announcements of the resumption of the Token Sale following the Suspension Period. A "Disruption Event" means (iii) any event or occurrence that disrupts the functionality of the BSC blockchain, and such disruption harms the processing time for BSC blockchain transactions, (iv) any event or circumstance that causes a disturbance in the functionality of the software used in connection with the Token Sale and such disruption harms the implementation of the Token Sale, (v) a change in the price of Ether or BTC of 10% or more in any 24 hours, (vi) any compromise of security that has or in our sole good faith determination may hurt the Token Sale, or (vii) any other event that we reasonably think materially adversely affects or may affect the Company, ChainGPT AI, or the Platform.
20. MODIFICATION OF TERMS
We have the right to modify this Agreement if we reasonably believe such modifications are necessary to comply with applicable laws or regulations or to address technical or factual inaccuracies. If we make changes, we will post the amended Agreement at chaingpt.org and update the "Last Updated" date above. We may also provide notice to you via email to the email address you provide during registration. The amended Agreement will be effective immediately. Your continued participation in the Token Sale or continued use or holding of CHAINGPT ($CGPT) TOKENS you purchase in the Token Sale, as applicable, shall constitute your acceptance of the modified Agreement.
The Website summarizes the terms outlined in greater detail in this Agreement by which the Website is qualified. Buying the Tokens should only be made after looking through this Agreement. The Website contains forward-looking statements, which can be identified by the fact that they do not relate strictly to historical or current facts and may include the words "may," "will," "expect," "intend," or other expressions of similar meaning, including statements concerning the use of proceeds of the Token Sale, usage of the Tokens, Platform functionality, and the Ecosystem's prospects. These forward-looking statements are based on current expectations, and several factors could affect future events. You should carefully review the section entitled "Certain Risks Relating to Purchase, Sale, and Use of CHAINGPT ($CGPT) TOKENS," which is attached hereto as Exhibit C, for a discussion of factors that could affect future events implied by these forward-looking statements and other risks associated with a purchase of the Tokens.
This Agreement constitutes the entire Agreement between you and us relating to your purchase of CHAINGPT ($CGPT) TOKENS from us. Our failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control. We may assign our rights and obligations under this Agreement. Purchasing CHAINGPT ($CGPT) TOKENS from us does not create any form of partnership, joint venture, or similar relationship between you and us. This Agreement is meant solely for the benefit of you and us. It is not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications we provide to you, including this Agreement, may be provided in electronic form.
EXHIBIT ADescription of the Company, the Platform, and CHAINGPT ($CGPT) TOKENS
1. OVERVIEW OF COMPANY AND AFFILIATES
The Company is a corporation formed under the Cayman Islands law. The Company will administer certain aspects of ongoing development related to the CHAINGPT ($CGPT) TOKENS, Token Utility, and the Platform. It is anticipated that Company's affiliate, ChainGPT AI LLC., a SAINT VINCENT AND THE GRENADINES corporation ("ChainGPT AI"), will provide specific administrative, technical, development, corporate, and other services to the Company in connection with ongoing development related to CHAINGPT ($CGPT) TOKENS, Token Utility and the Platform. The Platform is solely owned and operated by ChainGPT AI.
2. OVERVIEW OF THE PLATFORM
The Company's affiliate, ChainGPT AI, is currently developing and deploying a BSC-based comprehensive interaction platform that leverages blockchain technology, and more specifically, auditable immutability and traceability of records to act as a bridge between carriers, shippers, trucks, and regulators (the "Platform"), as more fully described in the technical White Paper captioned "ChainGPT AI Interaction Platform White Paper," available on chaingpt.org (the "White Paper"). The Tokens are a provenance and trust protocol for data across disparate semi-trusting organizations. The Platform is built over a high-performance enterprise blockchain, with the utility Token required for blockchain entry, the Internet of Things installed in trucks, client-side applications, and integration platforms to integrate with legacy systems. The Platform will be accessed through the Tokens, decentralized ERC20 tokens that Company is selling in the Token Sale.
3. CHAINGPT ($CGPT) TOKENS – TOKEN UTILITY
The Company expects CHAINGPT ($CGPT) TOKENS to be used as digital utilities that power and incentivize the ChainGPT AI ecosystem and Platform. In addition, the CHAINGPT ($CGPT) TOKENS provide access to the Platform. For purposes of this Agreement, the use of CHAINGPT ($CGPT) TOKENS as described herein and in the White Paper is collectively referred to as "Token Utility."
4. ADDITIONAL INFORMATION REGARDING THE PLATFORM AND ONGOING DEVELOPMENT
Further details regarding the Platform and uses of CHAINGPT ($CGPT) TOKENS for Token Utility. The Company's anticipated development roadmap is described in the White Paper, which is available at chaingpt.org.Although Company intends for the Platform and CHAINGPT ($CGPT) TOKENS to function in the manner generally described above, it reserves the right to modify features, functionalities, or ongoing development plans in its sole and absolute discretion. Moreover, the information provided in the White Paper is provided for illustrative and descriptive purposes only, does not form part of this Agreement unless expressly incorporated herein, and is subject to modification by Company in its sole and absolute discretion.
EXHIBIT ACCREDITED INVESTOR QUESTIONNAIRE
The Purchaser at this moment represents and warrants, under Section 2 of the Agreement, that he, she, or it is correct and in all respects described by the category or categories set forth below directly under which the Purchaser or its authorized representative has signed his, her or its name (or initialed or otherwise indicated that each such category describes the subscriber).
INSTRUCTIONS: CHECK ALL BOXES BELOW WHICH CORRECTLY DESCRIBE YOU.FOR INSTITUTIONAL/ENTITY PURCHASERS
You are a bank, insurance company, investment company registered under the Company Act, a broker or dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Exchange Act"), a business development company, a Small Business Investment Company licensed by the United States Small Business Administration, a plan with total assets over $5,000,000 established and maintained by a state for the benefit of its employees, or a private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940, as amended.
You an irrevocable trust with total assets over $5,000,000 whose purchase is directed by a person with such knowledge and experience in financial and business matters that such Person is capable of evaluating the merits and risks of the prospective investment
You are an employee benefit plan, and either all investment decisions are made by a bank, savings and loan association, insurance company, or registered investment advisor, or the subscriber has total assets of more than $5,000,000 or, if such plan is a self-directed plan, investment decisions are made solely by persons who are accredited investors.
You are a corporation, partnership, limited liability company, or business trust not formed to acquire the Tokens, or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, in each case with total assets over $5,000,000.You are a trust, with total assets over $5,000,000, not formed for the specific purpose of acquiring the Shares and whose subscription for and purchase of the Tokens is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. You are an entity in which all equity owners are persons or entities depicted in one of the preceding paragraphs. Subscriber cannot make any of the above representations and is therefore not an Accredited Investor.
YOUR INITIALS (PURCHASER AND CO-PURCHASER, IF APPLICABLE) ARE REQUIRED FOR EACH ITEM BELOW
_ _ _ _ _ _ I/We understand that there is no guarantee that the Tokens hold any value._ _ _ _ _ _ I/We understand that the Tokens are not securities and that ownership of Tokens carries no rights, express or implied, other than the right to use such Tokens as a means to enable usage of and interaction with the Platform and the Ecosystem if completed and deployed._ _ _ _ _ _ I/We understand that the Tokens may never be traded and must be held for at least 12 months before they can be publicly resold._ _ _ _ _ _ I/We are sophisticated in financial and business affairs and can evaluate the risks and merits of a purchase of the Tokens._ _ _ _ _ _ I/We confirm that the purchase of the Tokens is considered "high risk." (This type of purchase is regarded as high risk due to the inherent risks including lack of liquidity and lack of diversification. The success or failure of the Tokens, the Platform, and the Ecosystem depends on many factors. You may lose the entire amount of your purchase.)
INDEPENDENT THIRD-PARTY ACCREDITED INVESTOR STATUS VERIFICATION
To verify my status as an Accredited Investor, I hereby request that the Company contact: Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _Firm name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _email: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _Telephone: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _Such contact person is a (please check one): [ ] registered broker-dealer, [ ] SEC-registered investment adviser, [ ] licensed attorney or [ ] certified public accountant. I have informed the Person named above that the Company will contact them to verify my status as an Accredited Investor. I authorize the Company to communicate with the Person or Firm named above to obtain such verification. NOTE: You must check one of the boxes above and provide the requested contact information. If none are applicable, then you may not rely on independent third-party verification, and you must instead directly submit to the Company copies of other supporting documentation to be requested by the Company (such as I.R.S. tax returns for the past two years or further proof of income or net worth). I understand that I am solely responsible for paying any fees charged by the Person or Firm named above regarding verifying my status as an Accredited Investor.
Promptly after I sign this Agreement and provide it to the Company, I will deliver to the Company or arrange to have given to the Company, on my behalf, all required supporting documentation. In addition, I understand that the Company may request additional supporting documentation from me to verify my Accredited Investor status. Accordingly, I now agree to provide any such additional supporting documentation promptly. I further understand that even if I complete and execute this Agreement and provide all other supporting documentation requested by the Company, the Company may, in its sole discretion, refuse to accept my purchase of the Tokens for any reason or no reason.
RELIANCE ON REPRESENTATIONS; INDEMNITY
I understand that the Company and its counsel are relying upon my representations in this questionnaire and upon the supporting documentation to be delivered by me or on my behalf in connection with the questionnaire (collectively, the "Investor Information"). Accordingly, I agree to indemnify and hold harmless the Company, its directors, officers, shareholders, representatives, and agents, and any person who controls any of the preceding against any loss, liability, claim, damage, and expense (including attorneys' fees) arising out of or based upon any misstatement or omission in the Investor Information or any failure by me to comply with any covenant or Agreement made by me in the Investor Information.
The Purchaser now represents and warrants that all of their answers to this Accredited Investor Questionnaire are true as of its execution of the Agreement for Sale of Tokens under which they desire to purchase the Tokens.
Name of Purchaser [please print]Name of Co-Purchaser (if applicable) [please print]Signature of Purchaser (Entities, please provide a signature of Purchaser's duly authorized signatory.)Signature of Co-PurchaserName of Signatory (Entities only)Title of Signatory (Entities only)EXHIBIT CERTAIN RISKS RELATING TO PURCHASE, SALE, AND USE OF CHAINGPT ($CGPT) TOKENSImportant Note: As noted elsewhere in this Agreement, CHAINGPT ($CGPT) TOKENS are not being designed or sold as currency, securities, right of ownership, the expectation of profit or any other form of investment product. Accordingly, none of the information presented in this Exhibit C is intended to form the basis for any investment decision, and no specific recommendations are intended. You should carefully consider the risks described below and the other information included in this Agreement and the White Paper before deciding whether to purchase the CHAINGPT ($CGPT) TOKENS. The occurrence of any of the risks described below or in the White Paper could have a material adverse effect on the Company's or ChainGPT AI's business, financial condition, results of operations, and future growth and development prospects. In these circumstances, the market price of the CHAINGPT ($CGPT) TOKENS could decline, or the Utility of the CHAINGPT ($CGPT) TOKENS may decrease, and the CHAINGPT ($CGPT) TOKENS may lose their value if any, entirely. The Company and ChainGPT AI expressly disclaim any responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from (i) reliance on any information contained in this Exhibit C, (ii) any error, omission, or inaccuracy in any such information or (iii) any action resulting from such information. By purchasing, holding, and using Tokens, you expressly acknowledge and assume the following risks:
1. RISK OF LOSING ACCESS TO CHAINGPT ($CGPT) TOKENS DUE TO LOSS OF PRIVATE KEY(S), CUSTODIAL ERROR OR PURCHASER ERROR
A private key, or a combination of private keys, is necessary to control and dispose of CHAINGPT ($CGPT) TOKENS stored in your Purchaser Wallet or other digital wallet or vault. Accordingly, the loss of requisite private key(s) associated with your Purchaser Wallet or other digital wallet or vault storing CHAINGPT ($CGPT) TOKENS will result in the loss of such CHAINGPT ($CGPT) TOKENS. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of your Purchaser Wallet or other digital wallet or vault service you use, may be able to misappropriate your CHAINGPT ($CGPT) TOKENS. Any errors or malfunctions caused by or otherwise related to your Purchaser Wallet or other digital wallet or vault you choose to receive and store CHAINGPT ($CGPT) TOKENS, including your failure to properly maintain or use such Purchaser Wallet or other digital wallet or vault, may also result in the loss of your CHAINGPT ($CGPT) TOKENS. Additionally, your failure to follow precisely the procedures outlined in Exhibit B for buying and receiving CHAINGPT ($CGPT) TOKENS may result in your CHAINGPT ($CGPT) loss TOKENS.
2. RISKS ASSOCIATED WITH THE BINANCE BLOCKCHAIN
Because CHAINGPT ($CGPT) TOKENS and the Platform are based on the Binance blockchain, any malfunction, breakdown, or abandonment of the Binance blockchain may have a material adverse effect on the Platform or CHAINGPT ($CGPT) TOKENS. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to CHAINGPT ($CGPT) TOKENS and the Platform, including the use of CHAINGPT ($CGPT) TOKENS for Token Utility, by rendering ineffective the cryptographic consensus mechanism that underpins the Binance Smart Chain (BSC) blockchain.
3. RISK OF MINING ATTACKS
As with other decentralized cryptographic tokens based on the Binance blockchain, CHAINGPT ($CGPT) TOKENS are susceptible to attacks by miners in the course of validating CHAINGPT ($CGPT) TOKENS transactions on the Binance blockchain, including, but not limited to, double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Platform and CHAINGPT ($CGPT) TOKENS, including, but not limited to, accurate execution and recording of transactions involving CHAINGPT ($CGPT) TOKENS.
4. RISK OF HACKING AND SECURITY WEAKNESSES
Hackers or other malicious groups or organizations may attempt to interfere with the Platform or CHAINGPT ($CGPT) TOKENS in various ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the Platform is based on an open-source protocol, there is a risk that a third party or a member of the Company team or ChainGPT AI team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform, which could negatively affect the Platform and CHAINGPT ($CGPT) TOKENS, including CHAINGPT ($CGPT) TOKENS' use for Token Utility.
5. RISKS ASSOCIATED WITH MARKETS FOR CHAINGPT ($CGPT) TOKENS
CHAINGPT ($CGPT) TOKENS are intended solely in connection with the Platform. The Company does not support or otherwise facilitate any secondary trading or external valuation of CHAINGPT ($CGPT) TOKENS. This restricts the contemplated avenues for using CHAINGPT ($CGPT) TOKENS and could therefore create illiquidity risk concerning CHAINGPT ($CGPT) TOKENS you hold. Even if third-party exchanges facilitate secondary trading of CHAINGPT ($CGPT) TOKENS, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to market-related risks. Furthermore, to the extent that third parties ascribe an external exchange value to CHAINGPT ($CGPT) TOKENS (e.g., as denominated in a digital or fiat currency), such value may be highly volatile and diminish to zero.
6. RISK OF UNINSURED LOSSES
Unlike bank accounts or accounts at some other financial institutions, CHAINGPT ($CGPT) TOKENS are uninsured unless you seek private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by us, to offer recourse to you.
7. RISKS ASSOCIATED WITH UNCERTAIN REGULATIONS AND ENFORCEMENT ACTIONS
The regulatory status of CHAINGPT ($CGPT) TOKENS and distributed ledger technology needs to be clarified or more apparent in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulations concerning such technology and its applications. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Platform and CHAINGPT ($CGPT) TOKENS. Regulatory actions could negatively impact the Platform and CHAINGPT ($CGPT) TOKENS in various ways, including, for purposes of illustration only, through a determination that the purchase, sale, delivery, or use of CHAINGPT ($CGPT) TOKENS constitutes unlawful activity, or that registration or licensing is required for CHAINGPT ($CGPT) TOKENS or some or all of the parties involved in the purchase, sale, delivery or use of CHAINGPT ($CGPT) TOKENS. The Company may cease operations in a jurisdiction if regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction or commercially undesirable to obtain the necessary regulatory approvals to work in such jurisdiction.
8. RISKS ARISING FROM TAXATION
The tax characterization of CHAINGPT ($CGPT) TOKENS is still being determined. Therefore, you must seek your tax advice concerning purchasing CHAINGPT ($CGPT) TOKENS, which may result in adverse consequences, including withholding taxes, income taxes, and tax reporting requirements.
9. RISK OF COMPETING PROTOCOLS
Alternative platforms that utilize the same open-source code and protocol underlying the Platform could be established. The Platform may compete with these alternative platforms, which could negatively impact the adoption of the Platform and CHAINGPT ($CGPT) TOKENS, including CHAINGPT ($CGPT) TOKENS' use for Token Utility.
10. RISK OF WEAKNESSES OR EXPLOITABLE BREAKTHROUGHS IN THE FIELD OF CRYPTOGRAPHY
Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and the Platform and Tokens, resulting in the theft or loss of Tokens.
11. RISK OF INSUFFICIENT INTEREST IN THE PLATFORM OR DISTRIBUTED APPLICATIONS
Many individuals will not use the Platform companies and others entities, or there will be a limite public interest in creating and developing distributed protocols and decentralized applications. Such a lack of use or interest could negatively impact the development of the Platform and the potential utility of CHAINGPT ($CGPT) TOKENS, including its use for Token Utility.
12. RISKS ASSOCIATED WITH THE DEVELOPMENT OF THE PLATFORM
Although the Platform will be deployed and operational during the Token Sale, it is still subject to ongoing development and may undergo significant changes over time. How other participants will use the Platform is outside the Company's control. This could create the risk that CHAINGPT ($CGPT) TOKENS or the Platform, as further developed and used, may need to meet your expectations when purchasing CHAINGPT ($CGPT) TOKENS. It is also possible that the Platform will experience malfunctions or otherwise fail to be adequately developed over time, which may negatively impact the Platform and the potential utility of CHAINGPT ($CGPT) TOKENS, including its use for Token Utility.
13. RISK OF AN UNFAVORABLE FLUCTUATION OF BNB, ETHER, BTC, AND OTHER CURRENCY VALUE
The Company team intends to use the proceeds from selling CHAINGPT ($CGPT) TOKENS to contribute to the ongoing development of the Platform and the Ecosystem, as described further in the White Paper. The proceeds of the Token Sale will be denominated in BSC and may, at the Company's discretion, be converted into other cryptographic and fiat currencies. Suppose the value of Ether, BTC, or other currencies fluctuates unfavorably during or after the Token Sale. In that case, the Company team may not be able to contribute to the ongoing development of the Platform in the manner that it intended.
14. RISK OF DISSOLUTION OF THE COMPANY
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether or BTC (or other cryptographic and fiat currencies), a decrease in CHAINGPT ($CGPT) TOKENS' Utility (including its use for Token Utility), the failure of commercial relationships, or intellectual property ownership challenges, the Company may dissolve. The dissolution of the Company may still adversely impact the Platform and the utility of CHAINGPT ($CGPT) TOKENS, given the Company's role in developing the Platform and its anticipated role in contributing to the ongoing development of the Platform.
15. RISKS ARISING FROM LACK OF GOVERNANCE RIGHTS IN THE COMPANY
Because CHAINGPT ($CGPT) TOKENS confer no governance rights of any kind concerning the Company, all decisions involving the Company will be made by the Company at its sole discretion, including, but not limited to, decisions to discontinue contributions to the Platform's ongoing development or to sell or liquidate the Company. As noted above, the consequences of those decisions could adversely impact the Platform and the utility of CHAINGPT ($CGPT) TOKENS that you hold, including CHAINGPT ($CGPT) TOKENS' use for Token Utility.
16. RISKS ASSOCIATED WITH NEW AND EVOLVING LAWS IMPACTING DECENTRALIZED APPLICATION TECHNOLOGY
The distributed ledger and decentralized application ecosystem, and by extension the Platform, may be subject to a variety of federal, state, and international laws and regulations, including those concerning financial services, consumer privacy, data protection, consumer protection, content regulation, network neutrality, cyber security, intellectual property (including copyright, patent, trademark, and trade secret laws), and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Platform could be enacted, which could adversely impact the Company, the Platform, and CHAINGPT ($CGPT) TOKENS, including CHAINGPT ($CGPT) TOKENS' use for Token Utility. Additionally, the users and developers of the Platform may be subject to industry-specific laws and regulations or licensing requirements. If any of these parties fail to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Platform and CHAINGPT ($CGPT) TOKENS, including CHAINGPT ($CGPT) TOKENS' use for Token Utility.
17. OVER SPECIFIC RISKS RELATING TO THE VALUE AND FUNCTION OF CHAINGPT ($CGPT) TOKENS
Launching new features on the Platform utilizing CHAINGPT ($CGPT) TOKENS may be delayed for reasons beyond the Company's control and may prove unsuccessful. The Company may discontinue features if they are not profitable, gambling regulations or licensing requirements change, or for other reasons. The value of CHAINGPT ($CGPT) TOKENS will depend on the Token Utility, including its acceptance to access services and products on the Platform. The value may be affected by market conditions and other factors. Such changes may adversely affect the Utility and value of the tokens. No other platforms have indicated they intend to adopt CHAINGPT ($CGPT) TOKENS. The value of CHAINGPT ($CGPT) TOKENS will be affected by the demand for the ChainGPT Token relative to its supply. The Company intends to augment the supply by allowing participants to earn CHAINGPT ($CGPT) TOKENS through specific activities on the Platform and by selling or releasing additional CHAINGPT ($CGPT) TOKENS over time. The ability to convert CHAINGPT ($CGPT) TOKENS into other cryptocurrencies or fiat currencies will depend on developing a trading market for the ChainGPT Token. The Company has no obligation to promote or support trading of the CHAINGPT ($CGPT) TOKENS.No promises of future performance or value are or will be made concerning the CHAINGPT ($CGPT) TOKENS, including no promise of inherent value, no promise of continuing payments, and no guarantee that the CHAINGPT ($CGPT) TOKENS will hold any particular value.
18. UNANTICIPATED RISKS
Cryptographic tokens such as the CHAINGPT ($CGPT) TOKENS are a new and untested technology. In addition to the risks included in Exhibit D, other risks are associated with your purchase, holding, and use of the CHAINGPT ($CGPT) TOKENS, including those outlined in the White Paper and those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit D.
19. THE CHAINGPT ($CGPT) TOKENS ARE SUBJECT TO SIGNIFICANT TRANSFER RESTRICTIONS
The Tokens have not been registered under the Securities Act, the securities laws of any state, or any other jurisdiction. They, therefore, cannot be resold, except as described in the section entitled "Transfer Restrictions" in this Agreement. Persons in the United States and U.S. Persons who purchase Tokens will be required to maintain their Tokens for one year from the completion of the Token Sale. In addition, they will be required to undertake that they will not sell the Tokens to any other U.S. Persons (who are not accredited investors) for 12 months following the completion of the Token Sale. Non-U.S. Persons holding Tokens will only be permitted to resell or transfer their Tokens to other Non-U.S. Persons by Regulation S under the Securities Act. These restrictions may adversely impact your ability to resell the Tokens or the price you may be able to resell them. The Tokens are not redeemable at the holder's option, and Token holders will not have the right to withdraw their capital. It is not contemplated that the Tokens will ever be registered under the Securities Act or any other securities laws. Each Token subscriber must represent that it is qualified under applicable securities laws and is acquiring the Tokens, not with a view to resale or distribution. Further, each Token holder must represent that it will only sell or transfer its Tokens by the restrictions outlined in the Agreement, including under the section captioned "Transfer Restrictions" of the Agreement, and in a manner permitted by applicable laws and regulations. Consequently, Token holders must be prepared to bear the risk of holding the Tokens for an extended period.
20. DEV ELOPING REGULATORY REGIMES
Regulation of tokens (including the CHAINGPT ($CGPT) TOKENS) and token sales such as this, cryptocurrencies (including Binance), blockchain technologies, and cryptocurrency exchanges are currently undeveloped and likely to evolve rapidly and vary significantly among U.S. or nonUS federal, state and local jurisdictions and are subject to significant uncertainty. In addition, various legislative and executive bodies in the United States, Singapore, China, South Korea, and other countries are considering, or may in the future, laws, regulations, guidance, or other actions that may severely impact your ability to use the Tokens. Failure by the Company, ChainGPT AI, or their representatives to comply with any laws, rules, and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of material adverse consequences to the Company or ChainGPT AI LL, including civil penalties and fines.
21. TAX CONSIDERATIONS
The tax characterization of the Tokens is uncertain, and a subscriber should consult their tax advisor regarding the consequences of a purchase of the Tokens. An investment in the Tokens may result in adverse tax consequences to Purchasers, including withholding taxes, income taxes, and tax reporting requirements. Therefore, each potential Purchaser should consult with and rely upon the advice of their tax advisor concerning the United States and non-U.S. tax consequences of a purchase of the Tokens.