EZCoin Initial Coin Offering
Terms & Conditions
Preamble
By accessing our website, you are agreeing to be bound by the website’s Terms and
Conditions and agree that you are responsible for compliance with any and all applicable local
laws. You agree and represent that you have read and understood all of the provisions set
forth herein and that you entirely agree to them. If you do not agree with any of these terms,
you are prohibited from using or accessing this website. You must not use this website if you
disagree with our Terms and Conditions and our Privacy Policy which can be found here –
https://myezcoin.com/whitepapers
Furthermore, the „Initial Coin Offering Terms & Conditions” is hereby concluded between
David A Gunn LLC, organized under the laws of Texas, registered office located in 10601
Clarence Dr. Suite 250, Frisco TX. 75033 (hereinafter “David A Gunn LLC”, “Company”,
“our”, “us”, “we”), and any person or entity that fulfils the criteria set out in these T&Cs and
that accepts the terms provided herein (hereinafter “Participant”, “Coin Holder”, “you”).
Parties to the T&Cs are herein referred to individually as a “Party” and collectively as the
“Parties”. The Participant provides payments to …insert company name… in connection with
the Coin Sale (“Coin Offering”) of cryptographic tokens existent on the blockchain that can
enable usage of and interactions with certain services (“Services”) to be implemented by
David A Gunn LLC on the website after having closed the Coin Offering. The cryptographic
tokens are hereinafter referred to as “EZCoin” or “Coin“.
For the avoidance of doubt, this document does not represent an offering of any kind, or
any other contractual form of capital investment product, and is not a solicitation for
investment.
Disclaimer
We do not provide legal or financial advice or recommendations to buy or sell any security,
product, service or investment. The information provided on this site or in any
communication containing a link to this site is not intended for distribution to, or use by, any
person or entity in any jurisdiction or country where such distribution or use would be
contrary to law or regulation or which would subject …insert company name… or its affiliates
to any registration requirement within such jurisdiction or country.
EZCoin is an innovative decentralized crypto currency residing on its own blockchain.
Utilizing the Scrypt algorithm the technology is able to mint, mine and distribute EZCoin to
the users. EZCoin will be used to purchase goods and services off of our e-commerce website.
…insert company name… does not make any guarantee or other promise as to any results that
may be obtained from using our products and services. No one should make any investment
decision without first consulting his or her own financial advisor and conducting his or her
own research and due diligence. Getting involved in cryptocurrency and blockchain projects
can be risky.
To the maximum extent permitted by applicable law, nothing in this document will:
limit or exclude your liability or misinterpretation of the information presented on our
website, in the Whitepaper, Litepaper, or Pitch Deck (as the case may be);
limit any of your liabilities in any way that is not permitted under applicable law;
The limitations and exclusions of liability set out in this section and elsewhere in this
disclaimer:
(a) are subject to the preceding paragraph;
(b) will govern all liabilities arising under the disclaimer or in relation to the subject matter of
this disclaimer.
By purchasing EZCoin, and to the extent permitted by law, you are agreeing not to hold any
of the Company and its respective past, present and future employees, officers, directors,
contractors, consultants, equity holders, suppliers, vendors, service providers, parent
companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and
assigns liable for any losses or any special, incidental, or consequential damages arising from,
or in any way connected, to the sale of EZCoin, including losses associated with the terms set
forth below.
Prior to purchasing EZCoin, you should carefully consider the terms listed below and, to the
extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the
following terms are unacceptable to you, you should not purchase EZCoin.
Purchases of EZCoin should be undertaken only by individuals, entities, or companies that
have significant experience with, and understanding of, the usage and intricacies of
cryptographic tokens, and blockchain based software systems. Purchasers should have a
functional understanding of storage and transmission mechanisms associated with other
cryptographic tokens. While the Company will be available to assist purchasers of EZCoin
during the sale, it will not be responsible in any way for loss of any funds or crypto assets,
including EZCoin, that result from actions taken by, or omitted by purchasers. If you do not
have such experience or expertise, then you should not purchase EZCoin or participate in the
sale of EZCoin. Your participation in EZCoin sale is deemed to be your undertaking that you
satisfy the requirements mentioned in this paragraph.
EZCoin Sale and Service Description
The EZCoin Coin Offering represents a voluntary contribution towards the implementation of
crypto services in the ecosystem. These Services, the Coin Offering and the usage of EZCoin
are described in the Whitepaper (or as stated on the website). For the redemption of EZCoin
for Services as well as for the usage of these Terms & Conditions apply (as stated on the
website and after availability of the Services in the relevant locations in the ecosystem). The
website (and the Whitepaper) and any other present or future are herein jointly referred to as
the “Accompanying Documents”.
The EZCoin Coin does not grant equity stake nor profit sharing. It does not represent an
ownership right or direct claim in the EZCoin Ecosystem, revenues, profits or intellectual
property, either present or future. Despite EZCoin team’s best efforts and diligence to bring
this project forward, all Participants should be aware that their contributions are not
refundable and accept the inherent risk (as outlined below) of project failure at any stage of
development. This implicit risk is associated with any and all uncertainty of backing
technologically-focused entrepreneurial projects, and can be affected by either internal or
external factors that are out of the control scope of EZCoin. Additionally, Participants may be
subject to any applicable compliance regulations (including KYC, AML and others where
applicable).
EZCoin can be used in the Ecosystem with a corresponding utility value and will not provide
any redemption rights. We believe that EZCoin do not qualify as a security or any other form
of capital investment product and do not provide a Participant equity share in the legal
structure of EZCoin.
EZCoin can only be used for purchases within the EZCoin Ecosystem and will not be
accepted by any third party. Hence, EZCoin do not represent any unit of account or virtual
currency.
The platform offers EZCoin as a method of payment. EZCoin may require a minimum or
maximum amount for individual payment methods to manage payment costs and risks.
Scope of Terms
Unless otherwise stated herein, these terms only govern your purchase of EZCoin from David
A Gunn LLC during the Pre-Sale period, as defined in the Whitepaper.
Any use of EZCoin in connection with providing or receiving Services on the Ecosystem may
be governed by other applicable terms and conditions and policies.
Participation requirements
If you want to buy EZCoin with cryptocurrencies, you can send your Coin units from any
major cryptocurrency wallet, or you can buy with FIAT, following the instructions on the
platform.
During the sale process you will be prompted to insert a new address of a EZC standard
compatible wallet, as provided on the website, in order to receive any Coins, you purchase
from us. We reserve the right to prescribe additional guidance regarding specific wallet
requirements. Please follow the website details carefully.
You are responsible for implementing reasonable measures for securing your wallet, vault, or
other storage mechanism you use to receive and hold EZCoin purchased from us, including
any requisite private key(s) or other credentials necessary to access such storage
mechanism(s). If your private key(s) or other access credentials are lost, you may lose access
to your Coins. We are not responsible for any losses, costs, or expenses relating to lost access
credentials.
We may determine, in our sole discretion, that it is necessary to obtain certain information
about you in order to comply with applicable laws (e.g. KYC/AML) or regulations in
connection with selling EZCoin to you. You agree to provide us such information promptly
upon request and acknowledge that we may refuse to sell EZCoin to you until you provide
such requested information and we have determined that it is permissible to sell you EZCoin
under applicable laws or regulations.
Cancellation: Refusal of Purchase Requests / Refunds
All purchases of EZCoin from us during the Pre-Sale and Main Sale are final, and there are no
refunds or cancellations except as set forth herein or as may be required by applicable law or
regulation. We reserve the right to refuse or cancel EZCoin purchase requests at any time in
our sole discretion.
EZCoin may pause the EZCoin sale during the Pre-Sale or Main Sale periods in our sole
discretion. Reasons for such a pause among others can be: material increase in Bitcoin or EZC
blockchain price volatility (e.g. Bitcoin price crash), news that might impact the price
volatility, suspicion of systematic fraud when purchasing EZCoin, or significant higher load
of IT systems than expected.
Possible Migration of Coins
EZCoin is being created as a EZC blockchain compatible token on the EZC ecosystem. We
reserve the right to migrate the EZC compatible-based EZCoin (the “Pre-existing Coins”) to
another protocol and to generate replacement Coins on the new protocol (the “Replacement
Coins”) in the future, should we determine, in our sole discretion, that doing so is necessary
or useful to the operation of our Ecosystem.
Should we decide to migrate the Coins, we may no longer provide support for the Preexisting
Coins relating to the Ecosystem, the Services, or any other operational matters,
except with respect to the migration process. Although EZCoin does not at this time anticipate
that it will require any Pre-existing Coin holders to convert their Pre-existing Coins to
Replacement Coins, EZCoin anticipates there will be significant incentives for Pre-existing
Coin owners to do so, since the practical utility of Pre-existing Coins will likely diminish
rapidly once the Replacement Coins are created and in use by a significant portion of
Ecosystem participants. Accordingly, by accepting these T&Cs you acknowledge and agree
that in order for you to continue to participate on the Ecosystem or obtain utility from the
Coins you may need to convert the Coins you purchase during the Coin Sale to Replacement
Coins in the future.
Taxation
Any amounts that you pay for EZCoin are exclusive of all applicable taxes. You are
responsible for determining what, if any, taxes apply to your purchase of EZCoin, including,
for example, sales, use, value added, and similar taxes. It is also your responsibility to
withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are
not responsible for withholding, collecting, reporting, or remitting any sales, use, value added,
or similar tax arising from your purchase of EZCoin. However, in case we are obliged to
withhold tax, this will be shown separately in our invoice.
Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with purchasing, owning, and
using EZCoin for the provision or receipt of Services on the Ecosystem, as disclosed and
explained. BY PURCHASING TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND
ASSUME THESE RISKS.
Warranties
When purchasing EZCoin from us, you represent and warrant us that:
You have read and understand these T&Cs (including all eventual Annexes and
Accompanying Documents):
You agree and acknowledge that EZCoin do not constitute securities in any form or
any other form of capital investment product in any jurisdiction;
You agree and acknowledge that these T&Cs and any Accompanying Documents do
not constitute a prospectus or offer document of any sort and is not intended to
constitute an offer of securities or any other form of capital investment product 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 have to be accepted on the basis of these T&Cs and any Accompanying
Documents;
You acknowledge and agree that there are risks associated with purchasing Coins,
owning Coins, and using Coins for the provision or receipt of Services including (but
not necessarily limited to) the risks described in the Annex 1;
You have sufficient understanding of technical, financial and business matters
(including those that relate to the Services and Ecosystem), cryptographic tokens,
token storage mechanisms (such as token wallets), and blockchain technology to
understand these T&Cs and any Accompanying Documents and to appreciate the risks
and implications of purchasing Coins;
You understand the restrictions and risks associated with the creation of Coins as set
forth herein and in the Accompanying Documents, and acknowledge and assume all
such risks;
You have obtained sufficient information about the Coins, the Services and the
Ecosystem to make an informed decision to purchase Coins;
You understand that the Coins confer only the right to provide and receive Services on
the Ecosystem (and potentially contribute to the technical development of the
Ecosystem), and confer no other rights of any form with respect to the Ecosystem or
EZCoin, including, but not limited to, any ownership, distribution, redemption,
liquidation, proprietary (including all forms of intellectual property), or other financial
or legal rights, except as stated in these T&Cs;
You are purchasing EZCoin solely for the purpose of receiving Services, and
supporting the development, testing, deployment and operation of the Ecosystem,
being aware of the commercial risks associated with EZCoin and the Ecosystem. You
are not purchasing Coins for any other purposes, including, but not limited to, any
investment, speculative or financial purpose;
Your purchase of Coins complies with applicable laws and regulations in your
jurisdiction, including, but not limited to, (i) legal capacity and any other threshold
requirements in your jurisdiction for the purchase of the Coins and entering into
contracts with EZCoin, (ii) any foreign exchange or regulatory restrictions applicable
to such purchase, and (iii) any governmental or other consents that may need to be
obtained;
You will comply with any applicable tax obligations in your jurisdiction arising from
your purchase of Coins;
If you are purchasing Coins on behalf of any entity, you are authorized to accept these
T&Cs on such entity’s behalf and that such entity will be responsible for breach of
these T&Cs by you or any other employee or agent of such entity (references to “you”
in these T&Cs refer to you and such entity, jointly);
You are neither a citizen or permanent resident of the Peoples Republic of China, a
resident of a country where American embargoes and sanctions are in force, namely
Iran, North Korea, Syria, Sudan, or a resident of any other country where crypto assets
are considered to be unlawful.
Limitation of Liability
To the fullest extent permitted by applicable law (i) in no event will EZCoin or any of the
company parties be liable for any indirect, special, incidental, consequential, or exemplary
damages of any kind (including, but not limited to, where related to loss of revenue, income
or profits, loss of use or data, or damages for business interruption) arising out of or in any
way related to the sale or use of EZCoin or otherwise related to these terms, regardless of the
form of action, whether based in contract, tort (including, but not limited to, simple
negligence, whether active, passive or imputed), 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
damages were foreseeable), and (ii) in no event will the aggregate liability of EZCoin and the
company parties (jointly), whether in contract, warranty, tort (including negligence, whether
active, passive or imputed), or other theory, arising out of or relating to these terms or the use
of or inability to use EZCoin, exceed the amount you pay to us for EZCoin.
The limitations set forth in these terms, in particular, in the previous paragraph will not limit
or exclude the liability for the gross negligence, fraud or intentional, willful or reckless
misconduct of the company or its representatives, nor the liability for damage from breaches
of fundamental contractual obligation, injury to life, body or health by intention or negligence
of the company or its representatives.
Disclaimers and waivers IMPORTANT NOTICE
The EZCoin are not intended to constitute securities, financial instruments or any other form
of capital investment product in any jurisdiction. These T&Cs and any Accompanying
Documents do not constitute a prospectus or offer document of any sort and is not intended to
constitute an offer of securities or any other form of capital investment product or a
solicitation for investment in securities or any other form of capital investment product in any
jurisdiction.
These T&Cs and any Accompanying Documents do not constitute or form part of any opinion
on any advice to sell, or any solicitation of any offer by the seller of the EZCoin to purchase
any EZCoin nor shall it or any part of it nor the fact of its presentation form the basis of, or be
relied upon in connection with, any contract or investment decision.
No person is bound to enter into any contract or binding legal commitment in relation to the
sale and purchase of the EZCoin and no cryptocurrency or other form of EZCoin is to be
accepted on the basis of these T&Cs.
In the event of any inconsistencies between these T&Cs and the Whitepaper or any other
Accompanying Documents, the Whitepaper shall prevail.
No regulatory authority has examined or approved of any of the information set out in these
T&Cs. 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 these T&Cs and
any Accompanying Documents do not imply that the applicable laws, regulatory requirements
or rules have been complied with.
There are risks and uncertainties associated with EZCoin and its respective businesses and
operations, the EZCoin, the Coin Offering and the Services (each as referred to in these T&Cs
and any Accompanying Documents). These T&Cs and any Accompanying Documents, any
part thereof and any copy thereof must not be taken or transmitted to any country where
distribution or dissemination of these T&Cs and any Accompanying Documents is prohibited
or restricted.
10.1 No representations and warranties by EZCoin
EZCoin does not make or purport to make, and hereby disclaims, any representation, warranty
or undertaking in any form whatsoever to any entity or person, including any representation,
warranty or undertaking in relation to the truth, accuracy and completeness of any of the
information set out in these T&Cs and any Accompanying Documents.
10.2 Cautionary note on forward-looking statements
All statements contained in these T&Cs and any Accompanying Documents, statements made
in press releases or in any place accessible by the public and oral statements that may be made
by EZCoin or their respective directors, executive officers or employees acting on behalf of
EZCoin (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 EZCoin’s financial position, business strategies, plans
and prospects and the future prospects of the industry which EZCoin is in are forward-looking
statements. These forward-looking statements, including but not limited to statements as to
EZCoin’s revenue and profitability, prospects, future plans, other expected industry trends
and other matters discussed in these T&Cs and any Accompanying Documents regarding
EZCoin are matters that are not historical facts, but only predictions.
These forward-looking statements involve known and unknown risks, uncertainties and other
factors that may cause the actual future results, performance or achievements of EZCoin 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 political, social, economic and stock or cryptocurrency market conditions, and
the regulatory environment in the countries in which EZCoin conducts its businesses and
operations;
(b) the risk that EZCoin 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 EZCoin;
(e) changes in the availability and fees of EZCoin in connection with their respective
businesses and operations;
(f) changes in the availability and salaries of employees who are required by EZCoin to
operate its businesses and operations;
(g) changes in preferences of customers of EZCoin;
(h) changes in competitive conditions under which EZCoin operate, and the ability of EZCoin
to compete under such conditions;
(i) changes in the future capital needs of EZCoin 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 EZCoin;
(l) other factors beyond the control of EZCoin; and
(m) any risk and uncertainties associated with EZCoin and its businesses and operations, the
EZCoin and the Coin Offering (each as referred to in the T&Cs and any Accompanying
Documents).
All forward-looking statements made by or attributable to EZCoin or persons acting on behalf
of EZCoin 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 EZCoin
to be materially different from that expected, expressed or implied by the forward-looking
statements in these T&Cs and any Accompanying Documents, undue reliance must not be
placed on these statements. These forward- looking statements are applicable only as of the
date of this Whitepaper.
Neither EZCoin nor any other person represents, warrants and/or undertakes that the actual
future results, performance or achievements of EZCoin will be as discussed in those
forward-looking statements. The actual results, performance or achievements of EZCoin may
differ materially from those anticipated in these forward-looking statements. Nothing
contained in these T&Cs and any Accompanying Documents is or may be relied upon as a promise,
representation or undertaking as to the future performance or policies of EZCoin. Further,
EZCoin 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.
10.3 Market and industry information and no consent of other persons
These T&Cs and any Accompanying Documents includes market and industry information
and forecasts that have been obtained from internal surveys, reports and studies, where
appropriate, as well as market research, publicly available information and industry
publications. Such surveys, reports, studies, market research, publicly available information
and publications generally state that the information that they contain has been obtained from
sources believed to be reliable, but there can be no assurance as to the accuracy or
completeness of such included information.
Save for EZCoin and its respective directors, executive officers and employees, no person has
provided his or her consent to the inclusion of his or her name and/or other information
attributed or perceived to be attributed to such person in connection therewith in this
Whitepaper and no representation, warranty or undertaking is or purported to be provided as
to the accuracy or completeness of such information by such person and such persons shall
not be obliged to provide any updates on the same.
While EZCoin has taken reasonable actions to ensure that the information is extracted
accurately and in its proper context, EZCoin has not conducted any independent review of the
information extracted from third party sources, verified the accuracy or completeness of such
information or ascertained the underlying economic assumptions relied upon therein.
Consequently, neither EZCoin nor its respective directors, executive officers and employees
acting on their behalf makes any representation or warranty as to the accuracy or
completeness of such information and shall not be obliged to provide any updates on the
same.
10.4 Terms used
To facilitate a better understanding of the EZCoin being offered for purchase by EZCoin, and
the businesses and operations of EZCoin, certain technical terms and abbreviations, as well
as, in certain instances, their descriptions, have been used in these T&Cs and any
Accompanying Documents. These descriptions and assigned meanings should not be treated
as being definitive of their meanings and may not correspond to standard industry meanings
or usage. Words importing the singular shall, where applicable, include the plural and vice
versa and words importing the masculine gender shall, where applicable, include the feminine
and neuter genders and vice versa. References to persons shall include corporations.
10.5 No advice
No information in these T&Cs and any Accompanying Documents should be considered to be
business, legal, financial or tax advice regarding the EZCoin tokens, the EZCoin Coin Sale
and the future EZCoin Wallet (each as referred to in the T&Cs and any Accompanying
Documents). You should consult your own legal, financial, tax or other professional adviser
regarding EZCoin and its respective businesses and operations. You should be aware that you
may be required to bear the financial risk of any purchase of EZCoin tokens for an indefinite
period of time.
10.6 No further information or update
No person has been or is authorized to give any information or representation not contained in
these T&Cs and any Accompanying Documents in connection with EZCoin and its respective
businesses and operations, the EZCoin as well as the Coin Offering and, if given, such
information or representation must not be relied upon as having been authorized by or on
behalf of EZCoin. The Coin Offering shall not, under any circumstances, constitute a
continuing representation or create any suggestion or implication that there has been no
change, or development reasonably likely to involve a material change in the affairs,
conditions and prospects of EZCoin or in any statement of fact or information contained in
these T&Cs and any Accompanying Documents since the date hereof.
10.7 Restrictions on distribution and dissemination
The distribution or dissemination of these T&Cs and any Accompanying Documents or any
part thereof may be prohibited or restricted by the laws, regulatory requirements and rules of
any jurisdiction. In the case where any restriction applies, you are to inform yourself about,
and to observe, any restrictions which are applicable to your possession of these T&Cs and
any Accompanying Documents or such part thereof (as the case may be) at your own expense
and without liability to EZCoin. Persons to whom a copy of these T&Cs and any
Accompanying Documents has been distributed or disseminated, provided access to or who
otherwise have the T&Cs and any Accompanying Documents in their possession shall not
circulate it to any other persons, reproduce or other-wise distribute these T&Cs and any
Accompanying Documents or any information contained herein for any purpose whatsoever
nor permit or cause the same to occur.
10.8 No offer of securities or registration
These T&Cs and any Accompanying Documents do not constitute a prospectus or offer
document of any sort and is not intended to constitute an offer of securities or any other form
of investment product or a solicitation for investment in securities or any other form of
investment product 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 these T&Cs and any
Accompanying Documents.
You are not eligible to purchase any EZCoin in the Coin Offering if you are a citizen, resident
(tax or otherwise) of the People’s Republic of China or a resident of a country where
American embargoes and sanctions are in force, namely Iran, North Korea, Syria, Sudan, or
Cuba or any other geographic area in which the purchase of EZCoin is prohibited by
applicable law, decree, regulation, treaty, or administrative act. No regulatory authority has
examined or approved of any of the information set out in these T&Cs and any
Accompanying Documents. 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 these T&Cs and any Accompanying Documents does not imply that the
applicable laws, regulatory requirements or rules have been complied with.
10.9 Risks and uncertainties
Prospective purchasers of EZCoin should carefully consider and evaluate all risks and
uncertainties associated with EZCoin and its respective businesses and operations, the
EZCoin and the ITS, all information set out in these T&Cs and any Accompanying
Documents and the T&Cs prior to any purchase of EZCoin. If any of such risks and
uncertainties develops into actual events, the business, financial condition, results of
operations and prospects of EZCoin could be materially and adversely affected. In such cases,
you may lose all or part of the value of the EZCoin.
Dispute Resolution and Arbitration
11.1 Binding Arbitration
All disputes arising in connection with this contract or its validity shall be finally settled in
accordance with the US Arbitration Rules, without recourse to the ordinary courts of law.
11.2 No Class or Representative Arbitrations
Any Dispute arising out of or related to these T&Cs is personal to you and EZCoin and will
be resolved solely through individual arbitration and will not be brought as a class arbitration,
class action or any other type of representative proceeding. There will be no class arbitration
or arbitration in which an individual attempt to resolve a Dispute as a representative of
another individual or group of individuals. Further, a Dispute cannot be brought as a class or
other type of representative action, whether within or outside of arbitration, or on behalf of
any other individual or group of individuals.
11.3 Notice: Informal Dispute Resolution
Each Party will notify the other Party in writing of any arbitrable Dispute within thirty (30)
days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute
informally. Notice to EZCoin shall be sent by e-mail. Notice to you shall be by email to the
email address you provide to us. 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 EZCoin
cannot agree how to resolve the Dispute within thirty (30) days after the date notice is
received by the applicable Party or the Parties do not observe the notification period, then
either you or EZCoin may, as appropriate and in accordance with this section, commence an
arbitration proceeding.
Changes to the Terms & Conditions
We may modify, change, supplement or update these T&Cs and any Accompanying
Documents in our sole discretion at any time without advance notice. We suggest that you
visit the Website regularly and subscribe to our newsletter to keep up to date with any
changes. Your continued use of the website and the EZCoin will confirm your acceptance of
these T&Cs and Accompanying Documents as modified, changed, supplemented or updated
by us. If you do not agree to such revised T&Cs you must stop using this Website and any
information, links or content contained on this website and cease participating in the ITS.
Final provisions
13.1 Governing Law
These Terms are being governed by, construed and enforced in accordance with the laws of
United States of America.
13.2 Severability
If any term, clause or provision of these T&Cs is held unlawful, void or unenforceable, then
that term, clause or provision will be severable from these T&Cs and will not affect the
validity or enforceability of any remaining part of that term, clause or provision, or any other
term, clause or provision of these T&Cs. In the case of a clause not being valid or in the case
that a regulation has not been included therein, this gap shall be replaced by a valid clause that
the Parties would have been agreed upon if they would have known the gap.
13.3 No waiver
The failure of EZCoin to enforce any of the provisions of these T&Cs or any Accompanying
Document or any rights with respect thereto shall in no way be considered as a waiver of such
provisions or rights or in any way affect the validity of these T&Cs.
Annex 1: Risk Factors
Risk of Losing Access. Loss of Private Key(s), Custodial Error or personal Error
A private key, or a combination of private keys, is necessary to control and dispose of EZCoin
stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated
with your digital wallet or vault storing EZCoin will result in loss of such EZCoin. Moreover,
any third party that gains access to such private key(s), including by gaining access to login
credentials of a hosted wallet service you use, may be able to misappropriate your EZCoin.
Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you
choose to receive and store EZCoin, including your own failure to properly maintain or use
such digital wallet or vault, may also result in the loss of your EZCoin. Additionally, your
failure to precisely follow the procedures set forth for buying and receiving EZCoin,
including, for instance, if you provide an incorrect EZCoin Receipt Address, or provide an
address that is not EZC compatible, may result in the loss of your EZCoin.
Risks Relating to EZC Blockchain Protocol
Because Coins and the Ecosystem are partially based on the EZC blockchain protocol, any
malfunction, breakdown or abandonment of the EZC blockchain protocol may have a material
adverse effect on the Ecosystem or EZCoin. Moreover, advances in cryptography, or
technical advances such as the development of quantum computing, could present risks to the
EZCoin and the Ecosystem, including the utility of the EZCoin for obtaining Services, by
rendering ineffective the cryptographic consensus mechanism that underpins the EZC
blockchain protocol.
Risks of Mining Attacks
As with other decentralized cryptographic tokens based on the EZC blockchain, the Coins are
susceptible to attacks by miners in the course of validating Coin transactions on the EZC
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 Ecosystem and
the Coins, including, but not limited to, accurate execution and recording of transactions
involving Coins.
Risks of Hacking. Security Issues
Hackers or other malicious groups or organizations may attempt to interfere with the
Ecosystem or the Coins in a variety of ways, including, but not limited to, malware attacks,
denial of service attacks, consensus-based attacks, smurfing and spoofing. Furthermore,
because the Ecosystem is based on open-source software, there is a risk that a third party or a
member of the EZCoin team may intentionally or unintentionally introduce weaknesses into
the core infrastructure of the Ecosystem, which could negatively affect the Ecosystem and the
Coins, including the utility of the Coins for obtaining Services.
Risks of Theft
EZCoin will make every effort to ensure that the cryptocurrency funds received from the Coin
Offering will be securely held in the Escrow Wallet. Notwithstanding such security measures,
there is no assurance that there will be no theft of the cryptocurrencies as a result of hacks,
sophisticated cyber-attacks, distributed denials of service or errors, vulnerabilities or defects
on the Website, in the smart contracts on which the Escrow Wallet and the Coin Offering rely,
on the EZC 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. In
such event, even if the Coin Offering is completed, EZCoin may not be able to receive the
cryptocurrencies raised and may not be able to utilize such funds for the development of the
Ecosystem. As such, distributed EZCoin may hold little worth or value, and this would impact
its trading price.
Risks Associated with Markets for Coins
The Coins are intended to be used solely within the Ecosystem and EZCoin will not support
or otherwise facilitate any secondary trading or external valuation of Coins. This restricts the
contemplated avenues for using Coins to the provision or receipt of Services, and could
therefore create illiquidity risk with respect to any Coins you own. Even if secondary trading
of Coins is facilitated by third-party exchanges, such exchanges may be relatively new and
subject to little or no regulatory oversight, making them more susceptible to fraud or
manipulation. Furthermore, to the extent that third parties do ascribe an external exchange
value to Coins (e.g., as denominated in a digital or fiat currency), such value may be
extremely volatile and diminish to zero.
Risks of Future Sales. Issuance of Coin
Future sales or issuance of EZCoin could materially and adversely affect the market price of
EZCoin. Any future sale or issuance of EZCoin would increase the supply of EZCoin in the
market and this may result in a downward price pressure on EZCoin. The sale or distribution
of a significant number of EZCoin outside of the Coin Offering (including but not limited to
the sales of EZCoin undertaken after the Coin Offering, issuance of EZCoin to persons other
than Participants for purposes of community initiatives, business development, education and
market expansion and issuance of EZCoin as a reward to users of the Ecosystem), or the
perception that such further sales or issuance may occur, could adversely affect the trading
price of the Coins.
Risks of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, Coins are uninsured
unless you specifically obtain private insurance to insure them. Thus, in the event of loss or
loss of utility value, there is no public insurer or any private insurance arranged by EZCoin, to
offer recourse to you.
Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of the Coins and distributed ledger technology is unclear or unsettled in
many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply
existing regulation with respect to such technology and its applications, including the
Ecosystem and the Coins. 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 Ecosystem and the Coins. Regulatory actions
could negatively impact the Ecosystem and the Coins in various ways, including, for purposes
of illustration only, through a determination that the purchase, sale and delivery of the Coins
constitutes unlawful activity or that the Coins are a regulated instrument that require
registration or licensing of those instruments or some or all of the parties involved in the
purchase, sale and delivery thereof. EZCoin may cease operations in a jurisdiction in the
event that regulatory actions, or changes to law or regulation, make it illegal to operate in
such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s)
to operate in such jurisdiction.
Risks Arising from Taxation
The tax characterization of Coins is uncertain. You must seek your own tax advice in
connection with purchasing Coins, which may result in adverse tax consequences to you,
including withholding taxes, income taxes and tax reporting requirements.
Risks of Competing Ecosystems
It is possible that alternative Ecosystems could be established that utilize similar protocols
underlying the Ecosystem and attempt to facilitate services that are materially similar to the
Services. The Ecosystem may compete with these alternatives, which could negatively impact
the Ecosystem and Coins, including the utility of the Coins for obtaining Services.
Risks of Insufficient Interest in the Ecosystem
It is possible that the Ecosystem will not be used by a large number of individuals, companies
and other entities or that there will be limited public interest in the creation and development
of distributed Ecosystems (such as the Ecosystem) more generally. Such a lack of use or
interest could negatively impact the development of the Ecosystem and therefore the potential
utility of the Coins, including the utility of the Coins for obtaining Services.
Risks Associated with the Development and Maintenance of the Ecosystem
The Ecosystem is still under development and may undergo significant changes over time.
Although we intend for the Coins and Ecosystem to function as described in the Whitepaper
and intend to take commercially reasonable steps toward those ends, we may have to make
changes to any timelines announced in the Whitepaper, on the Website or any other official
channel of EZCoin, or the specifications of the Coins or Ecosystem for any number of
legitimate reasons. This could create the risk that the Coins or Ecosystem, as further
developed and maintained, may not meet your expectations at the time of purchase.
Risk of Dissolution of EZCoin or the Ecosystem
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable
fluctuation in the value of BTC, ETH, (or other cryptographic and fiat currencies), decrease in
the Coins’ utility (including their utility for obtaining Services), the failure of commercial
relationships, intellectual property ownership challenges, insolvency, or the liquidation of
EZCoin, the Ecosystem may no longer be viable to operate. The Participants may lose parts or
all of their EZCoin purchasing price.
Risks Arising from Lack of Governance Rights
Because Coins confer no governance rights of any kind with respect to the Ecosystem or
EZCoin, all decisions involving EZCoin’s products or services within the Ecosystem or
EZCoin itself will be made by EZCoin at its sole discretion, including, but not limited to,
decisions to discontinue its products or services, to create and sell more Coins for use on the
Ecosystem, or to sell or liquidate EZCoin. These decisions could adversely affect the
Ecosystem and the utility of any Coins you own, including their utility for obtaining Services.
Risks Relating to the Business Partners
Especially at the start, EZCoin relies on business partners to provide certain Services,
especially for Services that require licenses as financial service institutions. While we have
legally-binding agreements with business partners and are already in talks with further
potential partners, we cannot guarantee that business partners won’t terminate their
cooperation for whatever reason or that we can close new agreements with potential partners.
The provision of certain Services might therefore be interrupted, delayed or cannot be offered
at all.
Risks Associated with Markets for EZCoin
The EZCoin token is intended to be used solely on the Ecosystem, and EZCoin will not
support or otherwise facilitate any secondary trading or external valuation of EZCoin. This
restricts the contemplated avenues for using EZCoin to obtain Services or access the
Ecosystem, and could therefore create illiquidity risk with respect to EZCoin you hold. Even
if secondary trading of EZCoin is facilitated by third party exchanges, such exchanges may be
relatively new and subject to little or no regulatory oversight, making them more susceptible
to market-related risks. Furthermore, to the extent that third-parties do ascribe an external
exchange value to EZCoin (e.g., as denominated in a digital or fiat currency), such value may
be extremely volatile and diminish to zero.
Risks of Data Centre Facilities of Third Parties
EZCoin’s infrastructure is established through servers that it rents at data center facilities of
third parties. If EZCoin is unable to renew its data facility lease under commercially
reasonable terms or at all, EZCoin 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 unauthorized access to the data in such servers. As techniques used to obtain
unauthorized access to, or to sabotage systems change frequently and generally are not
recognized until launched against a target, EZCoin and the providers of such facilities may be
unable to anticipate these techniques or to implement adequate preventive measures. Any
such security breaches or damages which occur which impact upon EZCoin’s infrastructure
network and/or the Ecosystem may adversely impact the price of EZCoin.
Risks of Economic Conditions
EZCoin has been and 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 EZCoin’s business, operations and
financial condition, including decreases in revenue and operating cash flows. Additionally, in
a down-cycle economic environment, EZCoin may experience the negative effects of
increased competitive pricing pressure and a slowdown in commerce and usage of the
Ecosystem. Suppliers on which EZCoin 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 EZCoin’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 …insert company name…’s
business, financial condition and results of operations and hence the Ecosystem, which would
correspondingly impact the trading price of EZCoin.
Unanticipated Risks
Cryptographic tokens such as EZCoin are a new and untested technology. In addition to the
risks included in this Annex. there are other risks associated with your purchase, possession,
and use of the Coins, including unanticipated risks. Such risks may further materialize as
unanticipated variations or combinations of the risks discussed in this Annex.