SolStreet.finance
Search…
⌃K
📜

Token Terms and Conditions

Tokens are not intended to constitute securities, units in a collective investment scheme or business trust. accordingly, these token terms and conditions therefore, does not, and is not intended to, constitute a prospectus, profile statement, or offer document of any sort, and should not be construed as an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment, or a solicitation for any form of investment in any jurisdiction.
PLEASE READ THESE TOKEN TERMS AND CONDITIONS CAREFULLY. BY CLICKING "I ACCEPT" OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, PROVIDING ANY REQUESTED INFORMATION, OR OTHERWISE ACQUIRING (FROM THE ISSUER OR ANY THIRD PARTY) TOKENS ISSUED BY THE ISSUER, THE HOLDER WILL BE BOUND BY THESE T&CS AND ALL TERMS INCORPORATED BY REFERENCE HERETO. NEITHER THE ISSUER NOR ANY GROUP ENTITY IS A REGISTERED BROKER, ANALYST OR INVESTMENT ADVISOR. ALL INFORMATION OR DOCUMENTATION PROVIDED BY THE ISSUER OR ANY GROUP ENTITY IS PURELY FOR GUIDANCE AND INFORMATIONAL PURPOSES. THE TOKENS ARE FOR PARTICIPATION IN SOLSTREET, WHICH IS AN EXPERIMENTAL PROOF-OF-CONCEPT ECOSYSTEM AS DEFINED WITHIN THE TOKEN DOCUMENTATION. THESE TOKEN TERMS AND CONDITIONS AND ALL INFORMATION RELATING TO THESE TOKEN TERMS AND CONDITIONS SHOULD BE INDEPENDENTLY VERIFIED AND CONFIRMED. NEITHER THE ISSUER NOR ANY GROUP ENTITY ACCEPTS ANY LIABILITY FOR ANY LOSS OR DAMAGE WHATSOEVER CAUSED IN RELIANCE UPON SUCH INFORMATION OR SERVICES.
Only persons of adequate financial means who have no need for present liquidity with respect to the tokens should consider purchasing the tokens set forth in these T&Cs. The purchase of digital tokens is subject to a number of risks, some of which the Issuer has set out in these T&Cs. If the Holder is in any doubt as to the suitability or otherwise of purchasing the digital tokens referred to in these T&Cs, the Holder should seek appropriate professional advice. Note that Clause 16 contains a binding arbitration clause which affects the Holder's rights. If the Holder does not agree to any clause in these T&Cs or these terms of sale, do not purchase tokens.
These token terms and conditions (the T&Cs) are entered into as of the date when the Holder indicates acceptance of these T&Cs on the SolStreet Discord (the Effective Date).
BETWEEN
  1. 1.
    The Holder of one or more Tokens, including:
    1. 1.
      Initial Holder of one or more Wolfies at the date of Mint to be conducted via Magic Eden, as well as Successor Wolfie Holders;
    2. 2.
      the recipient of STRT during the Drop, as well as Successor STRT Holders; and
    3. 3.
      any other third party who comes to hold Tokens, for whatsoever reason and by whatsoever means;
(the Holder); and
2. SOLSTREET INC (Folio No. 155722055), a company incorporated in Panama (the Issuer), (collectively, the Parties, and each a Party).
WHEREAS
(A) The Issuer intends to sell Wolfies, as well as to issue STRT, the purpose and intended use of which are more particularly described in the whitepaper, presentation deck and other documentation relating to the Token (the Token Documentation) available at https://solstreet.finance/, or such other website (including any sub-domains) as may be published by the Issuer from time to time (the Website).
(B) The Holder is interested in supporting the development of SolStreet (as defined herein) and wishes to acquire the Token as set forth in these T&Cs for their utility functions as described herein.
(C) These T&Cs set out the terms and conditions upon which the Holder acquires and holds the Token.
NOW, THEREFORE, in consideration of the mutual representations, warranties and agreements contained in these T&Cs, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
  1. 1.
    DEFINITIONS
    1. 1.
      Unless the context requires otherwise, in addition to the terms defined in the preamble or body of these T&Cs, the following terms shall have the ascribed meanings in these T&Cs: Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.
      Claim Period shall have the meaning ascribed to it in Clause 14.3. Control means, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.
      Data Protection Officer shall have the meaning ascribed to it in Clause 9.4.
      Disputes shall have the meaning ascribed to it in Clause 16.1. Drop means STRT which may accrue to a Wolfie according to the description and rules set out in the Token Documentation. Foreign Bank means an organization that (i) is organized under the laws of any country other than the U.S.; (ii) engages in the business of banking; (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations; (iv) receives deposits to a substantial extent in the regular course of its business; and (v) has the power to accept demand deposits, but does not include the U.S. branches or agencies of a foreign bank. Foreign Shell Bank means a Foreign Bank without a Physical Presence in any country, but does not include a regulated affiliate.
      Group Entity means the Issuer and its Affiliates.
      Indemnified Parties shall have the meaning ascribed to it in Clause 12.1.
      Individual shall have the meaning ascribed to it in Clause 9.5. Initial Holders means purchasers of Tokens directly from the Issuer (either through the Mint or otherwise), as opposed to Successor Token Holders who acquire their Tokens from third parties. Intellectual Property means all ideas, concepts, discoveries, processes, code, compositions, formulae, methods, techniques, information, data, patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), art, rights in designs, systems, services, website design, "look and feel", compilation, functionality, audio, video, text, photograph, graphics, all elements of the Website, and all other intellectual property rights, in each case whether patentable, copyrightable or protectable in trademark, registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Magic Eden means Euclid Labs Inc, the Magic Eden launchpad and the website at https://magiceden.io/.
      Mint means the creation and subsequent sale of Wolfies to be conducted by the Issuer through Magic Eden to initial Holders. Non-Cooperative Jurisdiction means any country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur. See http://www.fatf-gafi.org for FATF’s list of non-cooperative countries and territories. OFAC means the United States Office of Foreign Assets Control. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at https://home.treasury.gov/policy-issues/office-of-foreign-assets-control-sanctions-programs-and-information. Physical Presence means a place of business that is maintained by a Foreign Bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, at which location the Foreign Bank (i) employs one or more individuals on a full-time basis, (ii) maintains operating records related to its banking activities and (iii) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities. Person shall mean and include an individual, a partnership, a legal entity, a corporation (including a business trust), a joint stock company, a company, an unincorporated association, a joint venture or other entity or a governmental authority. Prohibited Person means a person that is: (i) a citizen or resident of a geographic area in which holding cryptographic tokens, trading tokens, or participating in token sales, whether as a purchaser or a seller, is prohibited, restricted or unauthorised 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; (iii) an individual, or an individual employed by or associated with an entity, that is identified on any sanctions or prohibition list maintained by any country or government or international authority, including without limitation lists maintained by the Superintendency of Banks of Panama, Superintendency of the Securities Market of the Republic of Panama, OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, the Hong Kong Monetary Authority or the Monetary Authority of Singapore, the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, the U.S. Department of State's Debarred Parties List or the sanctions lists adopted by the United Nations and the European Union, as such lists may be amended from time to time; (iv) a person who acts, directly or indirectly, for a senior foreign political figure, any member of a senior foreign political figure's immediate family or any close associate of a senior foreign political figure; (v) any Person engaged in any dealings or transactions with the foregoing categories of Persons; (vi) persons subject to the jurisdiction of Belarus, the People's Republic of China, the Central African Republic, the Democratic Republic of Congo, the Democratic People's Republic of Korea, the Crimea region of Ukraine, Cuba, Iran, Libya, Somalia, Sudan, South Sudan, South Africa, Syria, the United States of America, Yemen and
      Zimbabwe. Purchase Price shall have the meaning ascribed to it in Clause 2.6.
      Purpose shall have the meaning ascribed to it in Clause 9.3.
      Restricted Territory shall have the meaning ascribed to it in Clause 11.1(p).
      Service Terms and Policies shall have the meaning ascribed to it in Clause 4.4.
      Services shall have the meaning ascribed to it in Clause 3.1.
      Solana means the decentralised platform for decentralised smart contracts/applications as more particularly described at https://solana.com/.
      SOL means the digital cryptographic fungible token known as Solana, and shortened to SOL, which is the digital cryptographic fungible token native to the Solana ecosystem. SolStreet Discord means the Discord communication channel found at https://discord.gg/dEAFEa4EUB. STRT means the digital cryptographic fungible token known as STRT, which is to be issued on the Solana ecosystem.
      Successor Wolfie Holder means a third party who acquired their Wolfie from a party other than the Issuer, whether as a sale, donation, swap, inheritance or on any other basis whatsoever.
      Successor STRT Holder means a third party who acquired their STRT from a party other than the Issuer, whether as a sale, donation, swap, inheritance or on any other basis whatsoever.
      Successor Token Holder means a Successor Wolfie Holder and a Successor STRT Holder.
      Token means Wolfies and STRT; and includes the plural. Wolfie means one or more of a collection of 5,555 digital cryptographic non-fungible tokens known as Wolfies representing certain digital art, likenesses, names, and personas of animated Wolves, which is to be issued by SolStreet, and runs by smart contract on, and is accounted for on, the Solana blockchain. Trigger Date shall have the meaning ascribed to it in Clause 2.10.
      USD means the lawful currency for the time being of The United States of America.
      USDC means USD Coin, the cryptographically-secured stablecoin issued on the relevant blockchain network by the CENTRE consortium, or its successor from time to time. It also includes USDC on different networks, including ERC-20 and the Solana Program Library (“SPL”).
      USDT means USD Tether, the cryptographically-secured stablecoin issued on the relevant blockchain network by Tether Limited, or its successor from time to time. It also includes USDT on different networks, including ERC-20 and SPL.
    2. 2.
      In addition, in these T&Cs: (a) a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force for the time being, taking account of any amendment or re-enactment or extension and includes any former state, statutory provision or subordinate legislation which it amends or re-enacts; (b) unless the context otherwise requires, a reference to one gender shall include a reference to the other genders; (c) unless the context otherwise requires, words in the singular include the plural and in the plural include the singular; (d) clause, Schedule and paragraph headings shall not affect the interpretation of these T&Cs; (e) references to clauses and Schedules are to the clauses of and Schedules to these T&Cs and references to paragraphs are to paragraphs of the relevant Schedule; (f) the Schedules form part of these T&Cs, and shall have effect as if set out in full in the body of these T&Cs. Any reference to these T&Cs includes the Schedules; (g) a reference to these T&Cs or to any other agreement or document referred to in these T&Cs is a reference to these T&Cs or such other agreement or document as varied or novated in accordance with its terms from time to time; (h) thousands are separated by commas (,), while decimals are denoted by a dot (.); and (i) unless the context otherwise requires, “or” has the inclusive meaning of “and/or”.
  2. 2.
    TERMS OF TOKEN SALE
    1. 1.
      These T&Cs constitute a binding legal agreement between the Holder and the Issuer; it contains the terms that govern the Holder’s purchase of Tokens as well as any smart contracts (if any) related to the distribution of Tokens.
    2. 2.
      The Holder’s purchase of Tokens from the Issuer is subject to these T&Cs.
    3. 3.
      The initial total maximum network supply of –
      1. 1.
        Wolfies shall be 5,555, which token supply may vary due to liquidity mining programs and/or governance decisions; and
      2. 2.
        STRT shall be 100,000,000 (one hundred million) STRT tokens, which token supply may vary due to liquidity mining programs and/or governance decisions.
    4. 4.
      The Initial Holder will not be entitled to purchase Wolfies at the Mint unless the Initial Holder is qualified to do so in terms of the criteria set out in the Token Documentation, and in particular those set out in the Wolfie Litepaper. In particular, the Initial Holder will need to take various steps in order to become qualified, as set out in the Token Documentation; failing which, the Initial Holder will not be entitled to purchase a Wolfie.
    5. 5.
      The purchase of Wolfies will take place via the Magic Eden Platform, and subject to the terms and conditions set by Magic Eden, to which the Holder Agrees. Delivery of Wolfies will be made by Magic Eden in accordance with the terms and conditions set by Magic Eden. Upon the delivery of the purchased Wolfie in terms of this clause this clause, the Issuer shall be deemed to have fully performed all its obligations under these T&Cs and shall have no further obligations under these T&Cs.
    6. 6.
      The purchase price for Wolfies at the Mint will be 2.7 SOL per Wolfie (the “Purchase Price”). The Purchase Price will be payable via the Magic Eden platform.
    7. 7.
      Should the Holder wish to sell a Token to a third party, the Holder undertakes to make the sale subject to the same conditions as set out herein. Should the Holder sell a Wolfie to a third party, the Issuer will be entitled to a royalty fee of 6.9420% of the value of the sale, payable by the Holder.
    8. 8.
      Wolfies may entitle the Holder to various continuous benefits, as set out in the Token Documentation, and in particular, the Wolfie Litepaper, provided that the Holder continuously meets the criteria set out in the Token Documentation, and in particular those set out in the Wolfie Litepaper. In particular, the Holder will need to take various steps in order to meet and maintain the criteria for the benefits set out in the Token Documents, failing which, the Initial Holder will not be entitled to the benefits accruing to the Wolfie.
    9. 9.
      Without limitation to the aforesaid paragraph, it is recorded that a drop of STRT to the account in which the Holder holds a Wolfie is subject to the rules set out in the Token Documentation and, in particular, the Wolfie litepaper which is incorporated herein by reference ("STRT Drop Rules”). Such STRT Drop Rules set out inter alia how much STRT the Holder of a Wolfie may be entitled to receive, the conditions that must be met at any given time in order for the Holder of a Wolfie to receive STRT, and the period over which receipt will take place. STRT vesting to the Holder of a Wolfie in terms of the STRT Drop will not be made to any wallet other than a wallet holding the Wolfie in question, and subject to the STRT Drop Rules.
    10. 10.
      For the purpose of these T&Cs, the Trigger Date shall mean the date that the smart contract which generates STRT is deployed on the relevant blockchain network and STRT first becomes available for acquisition on a decentralised or centralised digital asset exchange (provided, however, that this does not constitute any representation or undertaking that STRT actually be listed for trading on any such exchange). The Holder agrees and accepts the risk that the Trigger Date may not take place in the event of the materialization of one or more of the risks foreseeable or identified in these T&Cs and the Token Documentation.
    11. 11.
      Without limiting in any way the STRT Drop Rules, it is specifically recorded herein that the drop of STRT to a Wolfie will not commence before the Trigger Date. Provided that the Trigger Date has occurred and for so long as the Holder meets the criteria in the STRT Drop Rules, the account of the Holder with a Wolfie in it will be vested with STRT over 1 year (52 week) period (the “STRT Drop Period”) in accordance with the STRT Drop Rules. Should the account of the Holder at any point during the STRT Drop period cease to meet the criteria set out in the STRT Drop Rules, the Holder will not be entitled to STRT Drop for so long as the criteria remain un-met. Similarly, should the Holder cease to hold a Wolfie in his or her account during the STRT Drop Period, the holder will not be entitled to that period’s STRT Drop. Subsequent to the STRT Drop Period, Holders will not qualify for any STRT drop.
    12. 12.
      The foregoing schedule may be modified by the Issuer to the extent required in connection with any listing, partnership, co-operation or participation in connection with a major digital asset exchange (meaning any of the top-100 exchanges as ranked by CoinGecko according to its then prevailing methodology (https://www.coingecko.com/en/exchanges)).
    13. 13.
      The Holder shall not sell, transfer or otherwise dispose of any Token in violation of any applicable laws. If a Token is a security for purposes of any securities law of any jurisdiction, then the Holder shall not be required to transfer any Token unless such Token has been registered under the relevant securities law or pursuant to an exemption from registration thereunder.
    14. 14.
      The Holder agrees that until a Token becomes vested, the Holder will not transfer any such tokens, any options to purchase any such tokens, or any instruments convertible into, exchangeable for, or that represent the right to receive such tokens, or create any pledge, lien, security interest, encumbrance or equitable interest in respect of the same; notwithstanding the foregoing, a non-economic transfer (e.g., for security reasons or to transfer the purchased Token to a custodian) shall not constitute a transfer for the purposes of this Clause.
    15. 15.
      In the event that the Issuer determines that the unlocking and delivery of STRT hereunder is to be performed algorithmically via distribution smart contract(s) deployed on the relevant blockchain network, the Holder acknowledges that the exact delivery date for Tokens will be pegged to the generation of selected blocks (and subsequent inclusion into the underlying blockchain network). Due to this technical aspect of the distribution smart contract(s), the exact block time for generation of the selected block is affected by the rate of block generation, which in turn is affected by the actual operations of the underlying blockchain network. As a result of these various dependencies, notwithstanding any of the other Clauses herein, the delivery of Tokens as set out above can only be construed as an estimated schedule of the time period or date for delivery of Tokens (actual delivery may occur across an earlier or later period or date). The Holder acknowledges that certain actions and efforts may be required from it in order for it to receive purchased Tokens (e.g. sending a "claim" function to a token contract).
    16. 16.
      The Initial Holder acknowledges that upon the delivery of Wolfies, the risk of loss of Tokens passes in Panama from the Issuer to the Holder.
    17. 17.
      The Issuer expressly reserves the right to exchange, fork, hard spoon, otherwise migrate all the Token generated in connection with the token distribution (the Original Tokens) to another smart contract, whether on the same or a different blockchain network protocol, or otherwise replace the Original Tokens with another digital token (the Replacement Tokens) should the relevant governing body with control over the network at such point in time determine, at its sole discretion, that doing so is necessary or useful for the operation of SolStreet, legal compliance reasons or for the purposes of achieving technical and operational efficiencies. Should the Issuer decide to exchange or migrate the Original Tokens and/or the existing chain state, the Issuer may no longer provide support for the Original Tokens relating to SolStreet, the Services or any other operational matters, except with respect to the exchange, migration or replacement process. If Tokens are exchanged or migrated to another blockchain network protocol, the practical utility of Original Tokens will likely diminish rapidly once Replacement Tokens are created. The Holder acknowledges and agrees that for it to participate in SolStreet or obtain future utility from STRT following the creation of Replacement Tokens, certain actions and efforts may be required from it in order for it to receive Replacement Tokens. Where the Holder has fully complied with all actions and efforts reasonably required by the Issuer and/or SolStreet to be eligible to receive Replacement Tokens, the Holder shall be entitled to receive such number of Replacement Tokens equal to the number of Original Tokens held at such time, on substantially the same terms and conditions as those contained herein.
    18. 18.
      When a Holder mints, buys, sells, or otherwise transfers a Token, the Holder agrees to pay all applicable fees, including so-called gas fees, associated with the transaction. Without limiting the generality of the foregoing, the Initial Holder agrees and understands that the Initial Holder will be unable to mint a Wolfie unless the Initial Holder pays all associated fees required for the transaction, and that the Issuer bears no responsibility for paying any such fees on a Holder’s behalf.
    19. 19.
      Where a Holder sells or otherwise transfers a Token, the Issuer is not a party to any agreement between the Holder and the transferee. These T&Cs shall transfer with and be binding upon any transferee, licensee, assignee, or successor in the interest to the Token.
  3. 3.
    INTENDED PURPOSE AND USE OF TOKENS IN THE ECOSYSTEM
    1. 1.
      The Tokens are cryptographic utility tokens. The intended purpose of STRT is to facilitate the provision and receipt of services provided by the relevant Group Entity and/or third-parties (collectively, the Services) through the "SolStreet" platform/network (SolStreet) currently under development by the Issuer (or an Affiliate thereof) that, subject to further development, is intended to be a decentralized non-custodial fund marketplace protocol built on Solana. Specifically, STRT is intended to be utilised as the native governance token and economic incentive which would be distributed to encourage participants to contribute to SolStreet (if successfully completed and deployed). The features of SolStreet and usage of STRT therein are described more fully in Schedule 1.
    2. 2.
      Ownership of Tokens carries no rights, express or implied, other than the right to use the Tokens as a means to enable usage of and interaction within SolStreet, if successfully completed and deployed. In particular, the Holder understands and accepts that a Token does not represent or confer any ownership or control right or stake, share, equity or security or equivalent rights, or any right to receive future revenue, dividends, shares, Intellectual Property rights or any other form of participation or governance in or relating to the Issuer or any Group Entity, other than (a) the right to use the Tokens as a means to enable usage of and interaction within SolStreet as described herein and (b) rights relating to the potential future provision and receipt of Services in the ecosystem on SolStreet, subject to limitations and conditions in these T&Cs and applicable Service Terms and Policies (as defined below). Tokens should not be acquired for speculative or investment purposes with the expectation of making a profit on resale.
    3. 3.
      Additionally, Tokens do not constitute the provision of any goods and/or services as at the date that these T&Cs form a binding agreement between the Parties.
    4. 4.
      The Issuer makes no warranties or representations and provides no guarantees (in each case whether express or implied) that Tokens shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the provision and receipt of the Services in the ecosystem on SolStreet.
    5. 5.
      The Holder understands and accepts that purchased Tokens (and payment of the Purchase Price, as applicable):
      (a) is not a loan to any Group Entity; (b) does not provide the Holder with any ownership or other interest in the Issuer, any Group Entity, or any other company, enterprise or undertaking, or any kind of venture; (c) is not intended to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment; (d) is not intended to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss; (e) is not a commodity or asset that any Person is obliged to redeem or purchase; (f) is not any note, debenture, warrant or other certificate that entitles the holder to interest, dividend or any kind of return from any Person; (g) is not intended to be a security, commodity, financial derivative, commercial paper or negotiable instrument, or any other kind of financial instrument between the relevant holder and any other Person, nor is there any expectation of profit; and (h) is not an offer or solicitation in relation to gaming, gambling, betting, lotteries and/or similar services and products. Protections offered by applicable laws in relation to the purchase and offering of the aforementioned financial instruments and/or investments do not apply to the sale and purchase of Tokens and neither these T&Cs nor the Token Documentation constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction.
    6. 6.
      Given that the Tokens are designed only for the particular uses with respect to SolStreet, it is not necessarily merchantable and does not necessarily have any other use or value. The Tokens are designed and sold as a useable virtual good, without any specific outlook or expectation on its merchantability or market price.
    7. 7.
      The Tokens are not consumer products and to the maximum extent permitted by law, their holders accept explicitly and agree that they are not covered by the consumer protection regulation of any jurisdiction.
    8. 8.
      The Holder agrees that, if deemed desirable by the Issuer, the Issuer shall at any time be entitled to re-position, re-brand, re-package or re-market the "SolStreet" or "Wolfie" brand/image/goodwill, SolStreet and/or the Tokens, including selection of a new token ticker.
    9. 9.
      The Tokens do not have any tangible or physical manifestation, and do not have any intrinsic value (nor does the Issuer or any other Person make any representation or give any commitment as to its value).
    10. 10.
      Once issued, holders of the Tokens shall not be deemed to have entered into any mutual covenants, or agreed to any rights and obligations, with other holders of the Tokens inter se.
    11. 11.
      The Initial Holder acknowledges and agrees that after delivery of the purchased Wolfie to the Initial Holder, no Group Entity is under any obligation to provide any replacement Tokens in the event any Tokens or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible or unusable for any reason (save as specified in Section 2.17 hereof).
  4. 4.
    SCOPE OF TERMS
    1. 1.
      Unless otherwise stated herein, these T&Cs (which for the avoidance of doubt includes the Schedules hereto) govern only the Holder’s purchase of STRT from the Issuer, and continued holding of STRT.
    2. 2.
      The Issuer shall use reasonable efforts to procure the development of SolStreet in accordance with the development roadmap as described in the Token Documentation, save in the case where there is (a) any adverse change of, or clarification in, the regulatory environment, (b) newly identified legal risks which restricts or prohibits the development of SolStreet or the operations of any Group Entity, (c) or any information or analysis (whether legal or otherwise) which results in SolStreet becoming operationally or commercially unfeasible – including, but not limited to, any of the risks identified in these T&Cs or in the Token Documentation. The Holder acknowledges that the Token Documentation may be updated by the Issuer from time to time (including without limitation changes to the token metrics or issuance/supply plans) depending on business requirements, and once published on the Website, the Holder shall be deemed to have read and accepted the contents of the updated Token Documentation.
    3. 3.
      The Parties acknowledge that it is a fundamental condition and inducement for the allocation of Tokens to the Holder that the Holder shall use its best efforts to provide assistance and support to the Issuer and its Group Entities in respect of SolStreet in order to promote development of the same, including without limitation participating (or delegating its participation) in any staking / liquidity mining program which may be introduced in the future, and any undertakings or agreements which may have been separately agreed in written correspondence between the Parties.
    4. 4.
      Any potential future use of Tokens in connection with providing or receiving Services on SolStreet (when the same is successfully completed and deployed) will be governed solely by other applicable terms and policies (collectively, the Service Terms and Policies), which will be made available on SolStreet and/or the Website, if SolStreet is successfully completed and deployed. The Issuer may add new terms or policies to the Service Terms and Policies at its sole and absolute discretion, and may update each of the Service Terms and Policies from time to time according to modification procedures set forth therein. In the event of any conflict between these T&Cs and the Service Terms and Policies, the Service Terms and Policies shall take precedence. It shall be the Holder's responsibility to regularly check the Website for any such notices.
    5. 5.
      The Holder understands and agrees that the Issuer is under no obligation to amend and restate these T&Cs in connection with any subsequent agreements granted by the Issuer on different/alternative terms or to notify the Holder of any different/alternative terms, including any that may be more favourable for certain purchasers of Tokens.
  5. 5.
    CANCELLATION; REFUSAL OF PURCHASE REQUESTS
    1. 1.
      The Holder’s acquisition of Tokens is final, and the Holder has no right to refunds or cancellations, except as may be required by applicable laws or regulations or as provided herein; and the Holder waives any rights to cancel any purchase.
    2. 2.
      Notwithstanding the foregoing, the Issuer reserves the right to refuse or cancel, in whole or in part, any request(s) to purchase or purchases of Tokens (as the case may be), or to delay the delivery schedule for Tokens set forth therein, at any time in the Issuer’s sole and absolute discretion (without giving reasons) in the following events: (a) any failure to complete know-your-customer, anti-money laundering and counter terrorist financing checks prescribed by the Issuer from time to time; (b) the Holder’s breach of any other agreement/contract between the Parties; (c) a change of business or development plan of the Issuer, whether or not the same arises from ordinary business failure; (d) an adverse change of the regulatory or business environment; or (e) the Issuer determines, in its sole discretion, that the Holder has assigned or novated these T&Cs in breach of the terms hereof, or otherwise sold or transferred any undelivered Tokens or rights to receive undelivered Tokens (whether pursuant to any public pool or private agreement with a subsequent purchaser or otherwise). For the avoidance of doubt: • It is in the Issuer’s sole and absolute discretion whether or not to exercise its rights in terms of clause 5.2; • The Issuer shall not be required to notify the Holder of the outcome of any of the Issuer's customer identification, due diligence or anti-money laundering due diligence checks, or in any case provide reasons for unsatisfactory results of checks; • The Issuer shall not be required to deliver Tokens, nor shall it be required to cancel these T&Cs, in the event that the Holder fails to complete know-your-customer, anti-money laundering and counter terrorist financing checks; • In the event that the Issuer refuses or cancels (in its own discretion) any request(s) to purchase Tokens (whether in whole or in part), the Purchase Price paid by the Holder shall be rejected or refunded (as applicable) in accordance with the Issuer's internal policies and procedures, which shall be less (i) amounts required to be confiscated by applicable laws, (ii) fees and expenses incurred in connection with the development and/or marketing of SolStreet since June 2021, (iii) blockchain network fees and the Issuer's administrative fees for processing such transfer (not exceeding 3% of the refund amount), and (iv) the proportion of purchased Tokens already delivered to the Holder; and • No interest will accrue on the value of any refund.
    3. 3.
      The Issuer reserves the right to require the Holder to provide the Issuer with the Holder's personal details (including without limitation full legal name, wallet address and details of the digital wallet from which the Holder has sent the payment or to which Tokens will be delivered), and it is the Holder's responsibility to provide correct details. Failure to provide this information will prevent the Issuer from allocating the token to the Holder’s digital wallet.
    4. 4.
      At any time during the sale of Tokens, the Issuer may either temporarily suspend or permanently abort the token sale (whether relating to any seed, private, strategic, private or public sale phase, or all of them) at its sole discretion without providing any reasons whatsoever. During any period of suspension or in the event that the token sale is suspended or aborted in respect of any sale phase, Tokens will not be available for purchase.
  6. 6.
    WOLFIE SALE PROCEDURES AND SPECIFICATIONS
    1. 1.
      Important information about the procedures and material specifications of the sale of Wolfies is provided in Schedule 2, including but not limited to the Issuer's anticipated use of the Token sale proceeds. By purchasing STRT, and by acquiring and being a Holder of Tokens, the Holder acknowledges and accepts that it has read, understood and has no objection to these procedures and material specifications.
    2. 2.
      The Holder acknowledges that the currency (whether fiat or virtual) used in the purchase of Tokens will be held by the Issuer (or its Affiliate) after the token sale (either in the currency in which the purchase was made, or in another currency including but not limited to USDT and/or USDC), and the Holder will have no economic or legal right over or beneficial interest in these contributions or the assets of that entity after the token sale.
  7. 7.
    ACKNOWLEDGMENT AND ASSUMPTION OF RISKS The Holder acknowledges and agrees that there are risks associated with purchasing Tokens, holding Tokens, and using Tokens for providing or receiving Services on SolStreet, as disclosed and explained in Schedule 3. BY PURCHASING TOKENS, THE HOLDER EXPRESSLY ACKNOWLEDGES, ACCEPTS AND ASSUMES THESE RISKS.
  8. 8.
    SECURITY The Holder is responsible for implementing all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism used by the Holder to receive and hold Tokens, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If such private key(s) or other access credentials are lost, the Holder may lose access to its Tokens. The Issuer is not responsible for any security measures relating to the Holder’s receipt, possession, storage, transfer or potential future use of Tokens nor is the Issuer under any obligation to recover any Tokens and the Issuer hereby excludes (to the fullest extent permitted under applicable laws) any and all liability for any security breaches or other acts or omissions which result in the Holder’s loss of (including any loss of access to) Tokens. Please see Clauses 12 and 15 for further details.
  9. 9.
    PERSONAL INFORMATION AND DATA PROTECTION
    1. 1.
      The Issuer may determine, in its sole and absolute discretion, that it is necessary to obtain certain information about the Holder in order to comply with applicable laws or regulations in connection with selling Tokens to the Holder. The Holder agrees to provide the Issuer with such information promptly upon request, and the Holder acknowledges and accepts that the Issuer may refuse to sell Tokens to the Holder until it provides such requested information and the Issuer has subjectively determined that it is permissible to sell Tokens to the Holder under applicable laws or regulations.
    2. 2.
      The Holder hereby consents to the Issuer transferring the Holder's personal data to another Group Entity or third party service provider for processing and to recipients in countries which may not provide the same level of data protection as the Holder’s jurisdiction if necessary for the purposes described in Clause 9.1 above.
    3. 3.
      The Issuer (and its Group Entities if appropriate) will collect, use, process and disclose the Holder’s information and personal data for providing services and discharging of its legal duties and responsibilities, administration, customer services, crime (including tax evasion) prevention and detection, anti-money laundering, due diligence and verification of identity purposes (collectively, the Purpose). The Issuer may disclose the Holder’s information to the former's service providers, agents, relevant custodians or similar third parties for these Purposes. The Issuer may keep the Holder’s information for such period as may be determined by the Issuer (which shall be no shorter than any mandatory period prescribed by law) to contact the Holder about SolStreet.
    4. 4.
      If the Holder withdraws its consent to any or all use of its personal data, depending on the nature of the request, this may limit the scope of the Issuer's services which the Issuer is able to provide to the Holder. The Holder may withdraw its consent to any or all use of its personal data by contacting the Issuer at [email protected] (marking the email for the attention of Data Protection Officer). The Issuer will endeavour to respond to the query / request within 30 calendar days, and if that is not possible, it will inform the Holder of the time by which the Issuer will respond, but in any event the Issuer shall respond within such time period as is required by applicable law, if shorter.
    5. 5.
      The Holder hereby warrants, represents and confirms to the Issuer and each Group Entity, and shall procure that with respect to any personal data of any individual (including, where applicable, the Holder's directors, partners, office holders, officers, employees, agents, shareholders and beneficial owners) (each, an Individual) disclosed to the Issuer in connection with these T&Cs, the Service Terms and Policies or the sale of Tokens or otherwise collected by the Issuer in the course of the relationship between the Holder and the Issuer (or any Group Entity, as the case may be): (a) each Individual to whom the personal data relates has, prior to such disclosure or collection, agreed and consented to, and permitted the Holder on his/her behalf to consent to, such disclosure as well as the collection, processing, use and disclosure of such Individual’s personal data by the Issuer for the Purpose; (b) that each Individual has read and consented to the collection, processing, use and disclosure of the Individual’s personal data by the Issuer in accordance with the Purpose; and (c) any consent given pursuant to these T&Cs in relation to each Individual’s personal data shall survive death, incapacity, bankruptcy or insolvency of that Individual and the termination or expiry of these T&Cs and the Service Terms and Policies. If any Individual should withdraw his/her consent to any or all use of his/her personal data, then depending on the nature of the withdrawal request, the Issuer may not be in a position to continue its relationship with the Holder or sell Tokens, and the Issuer shall be entitled to enforce its rights under these T&Cs and the Service Terms and Policies (without prejudice to the Issuer’s other rights and remedies at law against the Holder).
    6. 6.
      The Holder hereby consents to the Issuer disclosing any of the former's information held by the Issuer to any governmental or regulatory authority where, in the Issuer's opinion, its interests or the interests of a Group Entity require disclosure (including without limitation the submission of a report of suspicious transactions/activities to the relevant authorities). Save in the case where it is prohibited from doing so by law, if the Issuer intends to make such a disclosure, it will give the Holder at least 5 business days' advance notice in writing (or such other shorter period prescribed by the relevant authority requiring the Issuer to disclose information) during which time the Holder may object. The Issuer may consider the Holder’s objection but shall not be bound by it. The Holder hereby agrees to hold the Issuer and its Group Entities harmless in respect of any disclosure of information by the Issuer in accordance with this Clause 9.6. For the avoidance of any doubt, the Issuer shall not be liable to the Holder or any other Person for any loss, damage or expense incurred directly or indirectly as a result of such disclosure unless such loss, damage or expense was caused by the Issuer's wilful default or fraud.
  10. 10.
    TAXES The Purchase Price that the Initial Holder pays for Wolfies is exclusive of all applicable taxes (including without limitation obligations to pay value added, sales, use, offerings, withholding taxes, income or similar taxes). The Initial Holder is solely responsible for determining what, if any, taxes apply to the Initial Holder in connection with its purchase of Wolfies and the benefits accruing to them. It is also the Initial Holder’s sole responsibility to withhold, collect, report, pay, settle and/or remit the correct taxes to the appropriate tax authorities in such jurisdiction in which the Initial Holder may be liable to tax. The Issuer is not responsible for withholding, collecting, reporting, paying, settling and/or remitting any sales, offerings, use, value added, or similar tax arising from the Holder’s purchase of Tokens. The Issuer cannot and does not provide tax advice, and recommends that the Holder seek appropriate professional advice in this area if required.
  11. 11.
    REPRESENTATIONS AND WARRANTIES
    1. 1.
      By purchasing Tokens, the Holder represents and warrants to the Issuer as follows: (a) The Holder has read and understood all the terms of these T&Cs (including all Schedules) and the Token Documentation. (b) The Holder has received a copy of the current Token Documentation prepared in relation to Tokens and has carefully read it. The Holder acknowledges and consents that the Token Documentation may change during the time leading up to the date of delivery to the Holder hereunder of all Tokens purchased (the Completion Date), and the Holder accepts the obligation to promptly read new versions of the Token Documentation, which will be made available via the Website. The Holder understands and agrees that any changes to the Token Documentation or the Website, including material changes that may affect the use of Tokens or SolStreet, is not a breach of these T&Cs and shall not result in any liability to the Issuer hereunder. (c) The Holder has good and sufficient experience and understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology, blockchain-like technology and blockchain-based software systems to understand these T&Cs and to appreciate the risks and implications of purchasing Tokens. (d) If the Holder is an individual, based on applicable laws in the Holder's jurisdiction, the Holder is of sufficient legal age and capacity to purchase Tokens, accept these T&Cs and enter into a binding agreement with the Issuer. If the Holder is a legal Person, the Holder is duly organised, validly existing and in good standing under the laws of the Holder's domicile and each jurisdiction where the Holder conducts significant business or where its material assets are located. (e) Notwithstanding the disparity of information or disadvantage between the Holder and the Issuer, the Holder has obtained sufficient information about the Tokens to make an informed decision to purchase Tokens. Additionally, the Holder has been given the opportunity to enquire further about the Issuer’s business affairs and financial condition and, based on its experience, has obtained sufficient information about the Issuer to reach an informed decision to purchase Tokens. (f) The Holder understands that the Tokens confer only the right to utilise SolStreet and confer no other rights of any form with respect to SolStreet or the Issuer or any Group Entity, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), right to receive accounts, financial statements or other financial data, the right to requisition or participate in shareholder meetings, the right to nominate a director or other financial or legal rights. (g) The Holder is purchasing Tokens to participate in SolStreet, as well as to support the objects of, inter alia, the advancement, research, design and development of, and advocacy for SolStreet subject to applicable laws. The Holder is not purchasing Tokens for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes. (h) The Holder acknowledges that: (1) The Tokens do not have any intrinsic value and that it may never recover any cash, digital assets or other assets which are used directly or indirectly to acquire Tokens; (2) there is no market-standard valuation process to determine the value of Tokens at any given time; and (3) the Issuer gives no guarantees whatsoever on the value of Tokens which may be highly volatile and could reduce to zero. (i) The Holder acknowledges and agrees that the Issuer may impose eligibility criteria to access certain functionality in respect of Tokens which may require the Holder to incur additional time and monetary costs. (j) The Holder’s purchase of Tokens complies with all applicable laws and regulations in the Holder’s jurisdiction, and the law and regulation of any jurisdiction to which the Holder may be subject, including, but not limited to: (i) legal capacity and any other threshold requirements for purchasing Tokens, using Tokens in the ecosystem on SolStreet, and entering into contracts with the Issuer; (ii) any foreign exchange or regulatory restrictions applicable to such purchase; and (iii) any governmental or other consents that may need to be obtained. (k) The Holder’s purchase of Tokens shall be made in full compliance with any applicable tax obligations to which the Holder may be subject in any relevant jurisdiction. The Holder understands that it bears the sole responsibility to determine if its usage of SolStreet, the delivery of any digital assets to the Holder, the ownership or use of Tokens, the potential appreciation or depreciation in the value of Tokens over time, the sale and purchase of Tokens and/or any other action or transaction related to the Issuer or SolStreet have tax implications (including determining what taxes may apply to the acquisition, possession, storage, sale or other use of Tokens including, for example, sales, use, value-added and similar taxes and for complying with any obligations to withhold, collect, report and remit the correct taxes to the appropriate tax authorities in relation to its acquisition, possession, storage, sale or other use of Tokens); by holding or using Tokens, and to the extent permitted by law, the Holder agrees not to hold the Issuer or any Group Entity (including developers, auditors, contractors or founders of the same) liable for its tax liability associated with or arising from the ownership or use of Tokens or the Holder’s other actions or transactions related to the usage of SolStreet. (l) The Holder acknowledges and understands that (i) the Group Entities may possess material information regarding SolStreet and Tokens that is not publicly available and has not been made available to the Holder, which information may impact the value of Tokens or the use on SolStreet, and that the Issuer is not disclosing such information to the Holder, (ii) due to legal uncertainty, Tokens may be deemed to be securities or financial instruments under applicable laws. Notwithstanding any disparity in information or legal uncertainty, the Holder has agreed to enter into these T&Cs and consummate the transactions hereunder and hereby agrees not to bring any claim against the Issuer, the Group Entities or any of their respective Affiliates in respect thereof and, as a sophisticated party with extensive experience in token purchase transactions, hereby waives any claims or causes of action in respect thereof. (m) The Holder acknowledges that it has been advised by the Issuer to obtain independent legal and tax advice with respect to entering into these T&Cs, it has obtained such independent legal advice or has expressly waived such advice, and is entering into these T&Cs with full knowledge of the contents hereof of its own free will and with full capacity and authority to do so. (n) The Holder is purchasing Tokens for its own account and not purchasing on behalf of any other entity or person, and not with a view to the resale or distribution of any part thereof, or creating any pledge, lien, security interest, encumbrance, claim or equitable interest in respect of the same, and the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same, or pledging or creating any security interest in respect of the same. The Holder does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation(s) to such person or to any third party with respect to any Tokens. The Holder has not been formed for the specific purpose of acquiring Tokens. (o) The Holder acknowledges and agrees that: (i) it is familiar with all related regulations in the specific jurisdiction in which it is based and that its acquisition of Tokens (through purchase or otherwise) in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind; (ii) no regulatory authority has examined or approved of the information set out in the Token Documentation or any other material in connection with Tokens; (iii) it will not use Tokens if such use would constitute a public offering of Tokens in any country or jurisdiction where action for that purpose is required; (iv) the distribution or dissemination of the Token Documentation, any part thereof or any copy thereof, or any use of Tokens by the Holder, is not prohibited or restricted by the applicable laws, regulations, or rules in its jurisdiction, and where any restrictions in relation to possession are applicable, it has observed and complied with all such restrictions at its own expense and risk without liability to the Issuer; (v) it shall ensure that no obligations are imposed on the Issuer in any such jurisdiction as a result of any of the actions taken by it in the preceding sub-clause; and (vi) the Issuer will have no responsibility for and it will not obtain any consent, approval or permission required by the Holder for, the acquisition, offer, sale or delivery by it of Tokens under the laws and regulations in force in any jurisdiction to which it is subject or in or from which it uses Tokens. (p) The Holder is not a citizen, resident (tax or otherwise), domiciliary and/or green card holder or other similar certificate of residency of (i) persons subject to the jurisdiction of Belarus, the People’s Republic of China, the Central African Republic, the Democratic Republic of Congo, the Democratic People’s Republic of Korea, the Crimea region of Ukraine, Cuba, Iran, Libya, Somalia, Sudan, South Sudan, South Africa, Syria, the United States of America, Yemen and Zimbabwe or a country (ii) where holding cryptographic tokens, trading tokens, or participating in token sales, whether as a purchaser or a seller, is prohibited, restricted or unauthorised by applicable law, decree, regulation, treaty, or administrative act, or (iii) where it is likely that the sale of Tokens would be construed as the sale of a security (howsoever named), financial service, investment product or regulated virtual asset activity (including without limitation the United States of America, Canada and the People's Republic of China (each a Restricted Territory)), nor is the Holder purchasing STRT from any Restricted Territory, nor is the Holder an entity (including but not limited to any corporation or partnership) incorporated, established or registered in or under the laws of a Restricted Territory, nor is the Holder purchasing Tokens on behalf of any person or entity from a Restricted Territory. (q) The Holder is not a citizen or resident of a geographic area in which access to or participation in SolStreet is prohibited by applicable laws, decrees, regulations, treaties, or administrative acts. (r) The execution, delivery and performance of these T&Cs by the Holder will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, or otherwise require any consent under: (i) any provision of the Holder's constitutional documents (if applicable), (ii) any provision of any judgment, decree or order, or any agreement, obligation, duty or commitment to which the Holder is a party, or by which the Holder is bound, or to which any of its material assets are subject, (iii) any laws, regulations or rules applicable to the Holder, (iv) any foreign exchange or regulatory restrictions applicable to such purchase, or (v) any governmental or other consents that may need to be obtained. (s) The contributions made to purchase STRT are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing and all applicable statutes of all jurisdictions in which the Issuer or the Holder are located, resident, organised or operating, and/or to which it may otherwise be subject and the rules and regulations thereunder (collectively, the Compliance Regulations), and the Holder will not use Tokens to finance, engage in, or otherwise support any unlawful activities or in a manner which aids or facilitates another party in the same. To the extent required by applicable laws and regulations, the Holder shall fully comply with all Compliance Regulations and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving it or any of its Affiliates with respect to the Compliance Regulations is pending or, to the best of its knowledge (after due and careful enquiry), threatened. (t) All contributions made to purchase Tokens will be made only in the Holder's name, from a digital wallet or bank account (as the case may be) beneficially owned by the Holder that is neither connected to nor located in a Non-Cooperative Jurisdiction. (u) Neither the Holder, nor any person who controls the Holder, or, to the knowledge of the Holder, any person for whom the Holder is acting as an agent or nominee or any beneficial owner of the Holder, as applicable: (i) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time or any other list of sanctioned persons including the Table of Denial Orders, the Entity List, Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC; (ii) is a Foreign Shell Bank; (iii) resides in or whose subscription funds are transferred from or through an account in a Non-Cooperative Jurisdiction; or (iv) is a Prohibited Person. If the Holder's country of residence or other circumstances change such that the above representations are no longer accurate, the Holder will immediately notify the Issuer. (v) The Initial Holder is not purchasing Tokens with a view to immediate sale or in connection with any distribution, in whole or in part. The Holder will not, directly or indirectly, transfer STRT except in accordance with the applicable laws and the provisions hereof. The Holder understands that it must bear the economic risk of its purchase of Tokens for an indefinite period of time. The Holder understands that to the extent Tokens are deemed to be a security under the laws of any jurisdiction in which Tokens are to be traded or the subject of transfers, such trades or transfers of Tokens may be restricted by such laws, and that no market exists or is expected to develop for Tokens. (w) The Holder agrees that if its country of residence or other circumstances change such that the above representations are no longer accurate, that the Holder will immediately cease using SolStreet, and cease holding Tokens. (x) The Holder acknowledges that Tokens had been sold to the Holder on the expectation that the Holder shall use all reasonable commercial efforts to be an active contributor and supporter of SolStreet subject to all applicable laws. (y) The Holder acknowledges and undertakes that it shall provide the Issuer with such information as the Issuer may deem necessary or appropriate in order to maintain compliance with all applicable laws including: (i) compliance with the representations set out in this Clause 11; and (ii) to address any inquiries that the Issuer may expect from regulatory authorities, courts or arbitral authorities in any jurisdiction. (z) Tokens will be deemed to contain a legend comprising matter substantially to the effect of the capitalized disclaimers at the beginning of this document.
    2. 2.
      Each Party hereby represents, warrants and covenants to the other Party as follows: (a) It has all requisite legal capacity, power and authority to execute and deliver these T&Cs and to carry out and perform its obligations under these T&Cs. (b) These T&Cs will constitute its legal, valid and binding obligations under the governing law of these T&Cs, enforceable against it in accordance with its terms, save that such enforceability may be limited by applicable bankruptcy, insolvency, reorganisation, moratorium and similar laws of general application relating to or affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
    3. 3.
      The Issuer hereby represents, warrants and covenants to the Holder that upon the delivery of Tokens and payment therefor in accordance with the provisions of these T&Cs, the Initial Holder will acquire valid marketable title to Wolfies, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest other than as set forth herein.
    4. 4.
      The Holder hereby acknowledges that the Issuer has entered into these T&Cs in reliance upon the Holder’s representations and warranties being true, accurate, complete and non-misleading. Save as provided in Clauses 11.2 and 11.3, the Issuer makes no warranties or representations, express or implied, and provides no guarantees (in each case whether express or implied) that Tokens shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the provision and receipt of the Services on SolStreet. The Holder, in making the decision to purchase Tokens, has relied upon its independent investigation of the Issuer and SolStreet, and has not relied upon any oral or written information, warranties, representations or assurances from any Group Entity, its owners, directors, officers, employees, agents, or any other representatives of any Group Entity (other than as expressly set forth in these T&Cs).
    5. 5.
      The Holder hereby acknowledges and agrees that the Issuer may have to procure an amendment to the functionality of Tokens at any time in order to facilitate compliance with any legal or regulatory issues which may arise or shall be anticipated, including the following: (a) Any actual action taken, or potential action that the Issuer (in its sole discretion) expects to be taken, by a court or regulatory authority in any jurisdiction in relation to the use of Tokens and all related matters. (i) Any additional legal or regulatory risk mitigation in respect of the functionality of Tokens that the Issuer decides to undertake at any time.
  12. 12.
    INDEMNITY
    1. 1.
      To the fullest extent permitted by applicable law, the Holder will, as a separate and independent obligation, indemnify, defend and hold harmless the Issuer, its Group Entities as well as 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 (the Indemnified Parties) from and against any and all claims, demands, actions, damages, losses, costs and expenses (including professional and legal fees on a full indemnity basis) that arise from or relate to: (a) the Holder's purchase or use of Tokens; (b) the Holder’s responsibilities or obligations under these T&Cs; (c) the Holder’s violation of these T&Cs; (d) the Holder’s violation of any rights of any other person or entity, its constitutional documents, or applicable law; or (e) the Holder’s subsequent transfer of Tokens to any individuals or entities; or (f) the Holder’s use of the SolStreet Protocol.
    2. 2.
      The Issuer reserves the right to exercise sole control over the defence, at the Holder’s expense, of any claim subject to indemnification under Clause 12.1. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between the Holder and the Issuer.
  13. 13.
    DISCLAIMERS
    To the fullest extent permitted by applicable laws and except as otherwise specified in writing by the Issuer, (a) Tokens are sold on an "as is" and "as available" basis, without any warranties or representations of any kind, and the Issuer expressly disclaims all implied warranties as to Tokens, including, without limitation, implied warranties of merchantability, usage, suitability or fitness for a particular purpose, title, and non-infringement, or as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent; (b) the Issuer cannot and does not represent or warrant that Tokens are reliable, current, error-free, complete, safe, meets the Holder’s expectations or requirements, or that defects in Tokens will be corrected; and (c) the Issuer cannot and does not represent or warrant that Tokens or the delivery mechanism for Tokens is free of security vulnerabilities, viruses, errors, failures, bugs or economic loopholes which may be exploited by third parties, or other harmful components.
  14. 14.
    LIMITATION OF LIABILITY
    1. 1.
      To the fullest extent permitted by applicable laws: (a) in no event will the Issuer or any of the Indemnified Parties be liable for any indirect, special, incidental, consequential, or exemplary loss 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 Tokens or otherwise related to these T&Cs, regardless of the cause 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 basis (even if the Issuer or any of the Indemnified Parties have been advised of the possibility of such losses and regardless of whether such losses were foreseeable); (b) in no event will the aggregate liability of the Issuer and the Indemnified Parties (jointly) for direct loss, whether in contract, tort (including negligence, whether active, passive or imputed), or other legal or equitable basis, arising out of or relating to these T&Cs or the use of or inability to use Tokens, exceed the fiat-denominated value of the Purchase Price; and (c) in no event will any liability of the Issuer or the Indemnified Parties arising out of or relating to these T&Cs or the use of or inability to use Tokens unless the aggregate amount of the claim exceeds twenty-five per cent (25%) of the fiat-denominated value of the Purchase Price. The Holder acknowledges and agrees that this Clause 14 reflects a reasonable allocation of risk and that the Issuer would not have entered into these T&Cs without these liability limitations.
    2. 2.
      The limitations set forth in this Clause 14 will not limit or exclude liability for the fraud or intentional, wilful misconduct of the Issuer or the Indemnified Parties.
    3. 3.
      To the fullest extent permitted by applicable laws, the Issuer shall not be liable in any way or in any event in respect of any claim under these T&Cs if such claim was not made in the period commencing from the Completion Date to the date falling six (6) months after the Completion Date (such period being the Claim Period). Any claim which has been made before the expiry of the Claim Period shall, if it has not been previously satisfied in full, settled or withdrawn, be deemed to have been withdrawn and shall become fully barred and unenforceable on the expiry of the period of six (6) months commencing from the date on which such claim was made, unless proceedings in respect thereof shall have been commenced against the Issuer (and for this purpose proceedings shall not be deemed to have been commenced unless they shall have been issued and served upon the Issuer).
    4. 4.
      For the avoidance of doubt, nothing in these T&Cs shall limit the Holder’s obligation (at law or otherwise) to mitigate its loss in respect of any claim under these T&Cs, and the Holder shall not be entitled to recover damages in respect of any claim (as the case may be) if, and to the extent that, the Holder has already recovered damages in respect of the same fact or subject matter.
  15. 15.
    RELEASE To the fullest extent permitted by applicable laws, the Holder releases the Issuer and the Indemnified Parties from responsibility, liability, claims, demands and/or 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 any acts or omissions of third parties in connection with the use of Tokens or SolStreet. The Holder expressly waives any rights the Holder may have under any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which the Holder may know or suspect to exist in its favour at the time of agreeing to this release.
  16. 16.
    DISPUTE RESOLUTION; ARBITRATION PLEASE READ THE FOLLOWING CLAUSE CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECTS THE HOLDER’S LEGAL RIGHTS. THIS CLAUSE REQUIRES THE HOLDER TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE ISSUER AND LIMITS THE MANNER IN WHICH THE HOLDER CAN SEEK RELIEF FROM THE ISSUER.
    1. 1.
      Each Party (a) waives all its respective right(s) to have any and all disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, Disputes) arising from or related to these T&Cs resolved in a court, and (b) waives all its respective right(s) to have any Disputes heard before a court. Instead, each Party shall 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).
    2. 2.
      Any Dispute arising out of or related to these T&Cs or any of the transactions contemplated in connection with the same is personal to the Holder and will be resolved solely through individual arbitration, and in no circumstances shall 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 entity attempts 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.
    3. 3.
      Any Dispute arising out of or in connection with these T&Cs or any of the transactions contemplated in connection with the same (including without limitation the enforceability of this Clause 16 or any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause 16. The seat of the arbitration shall be Singapore. The tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.
    4. 4.
      The arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these T&Cs. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
    5. 5.
      Prior to commencing arbitration proceedings in accordance with this Clause 16, each Party will notify the other Party in writing of any Dispute, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to the Issuer shall be sent by e-mail to the Issuer at [email protected] or such other email address as may be notified to the Holder from time to time. Notice to the Holder shall be sent by email to any last known email address provided by the Holder in connection with its purchase of Tokens or use of SolStreet or Services, or to the Holder’s last known digital wallet address, or by publishing the notice on the Website or on a channel in SolStreet’s Discord. A notice by the Holder’s to the Issuer must include (i) the Holder's full name, postal address, email address and telephone number, (ii) a full and sufficient description of the nature or basis of the Dispute, and (iii) the specific relief sought. If the Parties cannot agree how to resolve the Dispute within thirty (30) calendar days after the date the notice is received by the applicable Party, then either Party may, as appropriate and in accordance with this Clause 16, commence an arbitration proceeding.
    6. 6.
      Each Party agrees to keep all matters relating to arbitration proceedings, including the arbitral awards, confidential, except as is otherwise required by court order or as is necessary to confirm, set aside or enforce the arbitral award and for disclosure in confidence to each Party’s respective legal, financial or other professional advisors.
  17. 17.
    NOTICES AND COMMUNICATIONS.
    1. 1.
      Any notice, demand or communication in connection with these T&Cs shall be in writing in English. Unless otherwise specified, notice to the Issuer must be delivered personally or sent by registered post, or through electronic communication by way of email, and marked for the attention of the Issuer.
    2. 2.
      The addresses and contact details of the Issuer for the purposes of these T&Cs are: [email protected] SolStreet Inc, via España, Delta Bank Building, 6th Floor, Suite 604D, Panama City, Republic of Panama.
    3. 3.
      Any such notice, demand or communication shall be deemed to have been duly served: (a) in the case of delivery by hand or by courier, when delivered; (b) in the case of electronic mail, at the time that it is received in recipient’s inbox in readable form, provided that such electronic mail is kept on file (whether electronically or otherwise) by the sending party and the sending party does not immediately receive an automatically generated message from the recipient’s electronic mail server that such electronic mail could not be delivered to such recipient; (c) in the case of post, on the second Business Day after the date of posting (if sent by local mail) and on the seventh Business Day after the date of posting (if sent by air mail); and (d) in the case of notice the Holder’s last known digital wallet address – on the date when the smart contract registers the notice to the digital wallet address; and (e) in the case of publishing the notice on the Website or on a channel in SolStreet’s Discord, on the date when the publication is made, provided that in each case where delivery by hand or by courier occurs on a day which is not a Business Day, or after 6.00pm on a Business Day, service shall be deemed to occur at 9.00 am the next following Business Day and in proving service, it shall be sufficient to show that personal delivery was made or that the envelope containing such notice was properly addressed, and duly stamped, posted and was properly addressed and despatched.
  18. 18.
    GOVERNING LAW AND JURISDICTION These T&Cs are governed by the laws of Singapore, without regard to conflict of law rules or principles (whether of Singapore or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
  19. 19.
    INTELLECTUAL PROPERTY
    1. 1.
      The Issuer (or the relevant Group Entity, as the case may be) retains all right, title and interest in all of the Issuer’s (or the relevant Group Entity's, as the case may be) Intellectual Property. Save as provided herein, the Holder may not use any of the Issuer’s (or any Group Entity's) Intellectual Property for any reason.
    2. 2.
      The owner of a Wolfie owns the Wolfie, the art (the “Art”), completely. Ownership of the Wolfie is mediated entirely by the Smart Contract which runs on Solana.
    3. 3.
      The Issuer (or the relevant Group Entity, as the case may be) grants to the Holder of a Wolfie the following licence with respect to the Wolfie for the time that such party owns the Token (the Term), and subject always to the provisions of these T&Cs in force as at the date of sale or transfer of such Token, together with any other Service Terms and Policies or other terms and conditions which may apply to the Token: (a) Personal Use. Subject to the Holder’s continued compliance with these T&Cs, the issuer grants the Wolfie Holder a worldwide, royalty-free license to use, copy, and display the purchased Wolfie Art, along with any extensions that the Holder chooses to create or use, solely for the following purposes: (i) for the Wolfie Holder’s own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of the Holder’s Wolfie, provided that the marketplace cryptographically verifies each Wolfie Holder owner’s rights to display the Art for their Wolfie to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of the Holder’s Wolfie, provided that the website/application cryptographically verifies each Wolfie Holder’s rights to display the Art for their Wolfie to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the Holder of the Wolfie leaves the website/application. (b) Commercial Use. Subject to the Holder’s continued compliance with these T&Cs, the Issuer grants the Wolfie Holder an unlimited, worldwide license to use, copy, and display the purchased Art for the purpose of creating derivative works based upon the Art (“Commercial Use”). Examples of such Commercial Use would e.g. be the use of the Art to produce and sell merchandise products (T-Shirts etc.) displaying copies of the Art. For the sake of clarity, nothing in this Section will be deemed to restrict the Holder from (i) owning or operating a marketplace that permits the use and sale of Wolfies generally, provided that the marketplace cryptographically verifies each Wolfie Holder’s rights to display the Art for their Wolfie to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of Wolfies generally, provided that the third party website or application cryptographically verifies each Wolfie Holder’s rights to display the Art for their Wolfie to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the Holder of the Wolfie leaves the website/application; or (iii) earning revenue from any of the foregoing.
    4. 4.
      Notwithstanding the above, the Issuer retains the right to use the Art and metadata underlying the Wolfie in any promotional materials.
    5. 5.
      The Licence is assignable, transferrable and revocable on the terms of these T&Cs. Upon a sale or transfer of any Wolfie, the Licence transfers to the purchaser or transferee who then is deemed to own and be a Holder of the Wolfie, and the ownership of that Wolfie will be subject to the Licence and these T&Cs.
    6. 6.
      With immediate effect upon the sale or transfer of a Token, the original owner's Licence to use Token and the underlying metadata or Art shall cease to apply and will no longer be in force and effect.
    7. 7.
      The Tokens may not be used in any way which would: (a) use the underlying metadata or Art in connection with images of hatred, violence or other inappropriate behaviour be reasonably considered to bring the Intellectual Property rights owner into disrepute; (b) seek to trademark the Intellectual Property; (c) assert any right to or over the Intellectual Property in any manner inconsistent with the rights under these T&Cs; (d) take any action which would or might invalidate, challenge, oppose or otherwise put in dispute the owner’s title to the Intellectual Property; (e) be reasonably seen to disparage the Intellectual Property; (f) contravene the moral rights of the artist or licensor of the underlying metadata or Art; (g) contravene the Service Terms and Policies or these T&Cs; or (h) cause, permit or assist any other person directly or indirectly to do any of the above acts.
    8. 8.
      The restrictions on the Licence survive termination or assignment transfer of the Licence or these T&Cs.
  20. 20.
    SEVERABILITY Whenever possible, each provision of these T&Cs will be interpreted in such manner as to be effective and valid under applicable laws, but if any provision or part-provision of these T&Cs is or becomes invalid, illegal or unenforceable in any respect under any law of any jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable; if such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision pursuant to this Clause 20 shall not affect or impair the validity and enforceability of the rest of these T&Cs, nor the validity and enforceability of such provision or part-provision under the law of any other jurisdiction.
  21. 21.
    TERMINATION These T&Cs shall terminate on the Completion Date. Each Party reserves the right to terminate these T&Cs, in its sole discretion, in the event of a breach by the other Party of these T&Cs, save that nothing in this Clause 21 shall release any Party from (a) liability for breaches of these T&Cswhich occurred prior to its termination or (b) rights accrued under these T&Cs.
    1. 1.
      Upon termination of these T&Cs: (a) all of the Holder’s rights under these T&Cs immediately terminate; (b) the Holder shall not be entitled to any refund of any amount paid whatsoever, save in the case where these T&Cs is terminated by the Issuer without any breach by the Holder of (i) these T&Cs or (ii) any other agreement/contract between the Parties; and (c) Clauses 7, 9, 11, 12, 13, 14, 15, 16, 17, 18, and 19 will continue to survive and apply in accordance with their terms to the Holder in respect of the holding or use of any Tokens, together with any of the Holder’s obligations, or required performance of the Holder under these T&Cs which, by its express terms or nature and context is intended to survive expiry or termination of these T&Cs.
  22. 22.
    ASSIGNMENT AND NOVATION
    1. 1.
      Notwithstanding anything contained herein, these T&Cs and the rights and/or obligations contained herein may be assigned and/or novated without the Holder’s consent by the Issuer to any Affiliate of the Issuer, or to any member, officer or director of the Issuer (including without limitation any assignment or novation in connection with a reincorporation to change the Issuer's domicile). The Holder hereby gives express upfront consent to any such assignment or novation by the Issuer of these T&Cs, and (if advised to be appropriate by the Issuer’s counsel) agrees to execute all documents and/or take all steps required by the Issuer in order to give effect to this Clause 22.
    2. 2.
      The Holder shall not be entitled to assign or novate its rights and obligations under these T&Cs without the Issuer's consent, save to an Affiliate or an entity that is controlled by one or more general partners, directors, managing members or managers of, or shares the same management company with the Holder.
    3. 3.
      Subject to the restriction provided herein, these T&Cs shall bind and inure to the benefit of such successors and assigns.
  23. 23.
    KNOW YOUR CUSTOMER AND ANTI-MONEY LAUNDERING
    1. 1.
      The Issuer reserves the right to conduct "Know Your Customer" and "Anti-Money Laundering" checks on the Holder if deemed necessary by the Issuer where such checks become required or desirable under applicable laws in any jurisdiction, and conduct periodic updates of such checks as well as perform monitoring/screening on the Holder.
    2. 2.
      Upon the Issuer’s request, the Holder shall immediately provide the Issuer with information and documents that the Issuer, in its sole discretion, deems necessary or appropriate to conduct "Know Your Customer" and "Anti-Money Laundering" checks. Such documents may include, but are not limited to, passports, driver's licenses, utility bills, photographs/videos of associated individuals, government identification cards or sworn statements before notaries or other equivalent professionals, constitutional documents of entities, or registers of directors, shareholders or controllers.
    3. 3.
      Notwithstanding anything herein, the Issuer may, in its sole discretion, refuse to deliver Tokens to the Holder until such requested information is provided. The Issuer reserves the right to terminate these T&Cs in the event that: (a) there is any failure to complete know-your-customer, anti-money laundering and counter terrorist financing checks; (b) based on information available to the Issuer, the Holder is suspected of receiving funds used for the purchase of Tokens, using Tokens or SolStreet, in connection with any money laundering, terrorism financing, or any other illegal activity; or (c) there is any other adverse result disclosed in connection with such checks.
    4. 4.
      In addition, the Issuer shall be entitled to use any possible efforts for preventing money laundering, terrorism financing or any other illegal activity, including without limitation (i) blocking/blacklisting of the Holder’s digital wallet or (ii) providing information regarding the Holder to any regulatory authority.
    5. 5.
      All payments by the Holder under these T&Cs shall be made only in the Holder's name, from a digital wallet or bank account not owned or controlled by a Prohibited Person, not located in a Non-Cooperative Jurisdiction, and is not a "foreign shell bank" within the meaning of the U.S. Bank Secrecy Act (31 U.S.C.§ 5311 et seq.), and the regulations promulgated thereunder by the Financial Crimes Enforcement Network), as such regulations may be amended from time to time.
  24. 24.
    FURTHER ASSURANCE Each Party shall take commercially reasonable efforts to do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of these T&Cs, and (so far as it is able) to provide such assistance as the other Party may reasonably request to give effect to the spirit and intent of these T&Cs.
  25. 25.
    THIRD PARTY RIGHTS
    1. 1.
      Except as otherwise provided in herein, these T&Cs is intended solely for the benefit of the Holder and the Issuer, and is not intended to confer third-party beneficiary rights upon any other person or entity.
    2. 2.
      Save for any Group Entity who shall be entitled to enforce or enjoy the benefit of the terms of these T&Cs, a person who is not a party under these T&Cs has no right under the Contracts (Rights of Third Parties) Act 2001, Chapter 53B of Singapore to enforce or to enjoy the benefit of any term of these T&Cs.
  26. 26.
    COSTS Each Party shall pay its own costs, charges and expenses incurred by it in connection with these T&Cs.
  27. 27.
    NON-WAIVER A failure or delay to exercise or enforce any right or provision of these T&Cs will not operate as a waiver of s
  28. 28.
    INTERPRETATION; LANGUAGE The language in these T&Cs will be interpreted as to its fair meaning, and not strictly for or against any party. The Parties hereby acknowledge that solely for convenience these T&Cs may be translated into a language other than English and that a copy of the English language version of these T&Cs has been provided to each Party (which each Party has read and understands); and in the event of conflict or ambiguity between the English language version and translated versions of these T&Cs, the English language version shall prevail.
  29. 29.
    ENTIRE AGREEMENT These T&Cs (including the Schedules hereto and any documents and materials incorporated by reference) constitute the entire agreement between the Parties relating to the Holder’s purchase of Tokens (including any smart contract(s), if any, related to the distribution of Tokens) and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties.
  30. 30.
    ELECTRONIC CONSENTS The Holder agrees to be bound by any affirmation, assent or agreement that the Holder transmits to the Issuer or any Group Entity by computer or other electronic device, including internet, telephonic and wireless devices, including, but not limited to, any consent or electronic signature the Holder gives to receive communications from the Issuer or any Group Entity solely through electronic transmission, including (but not limited to) on the Website, on SolStreet’s Discord and on the website of Magic Eden. The Holder agrees that when it clicks on or accepts an "I Agree", "I Consent", "Signature", "Sign here" or other similarly worded button or entry field with his, her or its mouse, keystroke or other device, such agreement or consent will be legally binding and enforceable against the Holder and will be the legal equivalent of its handwritten signature on an agreement that is printed on paper. The Holder agrees that the Issuer or any Group Entity may send the Holder electronic copies of any and all communications associated with its purchase of Tokens.
  31. 31.
    MISCELLANEOUS The Issuer may from time to time make modifications to these T&Cs (at its sole discretion) which do not materially and adversely affect the rights of the Holder, which modifications will be effective immediately upon the Issuer's notification to the Holder. Upon incorporation of the Issuer or such other Affiliate which shall sell Tokens, the Holder agrees that these T&Cs shall be assigned, novated or otherwise transferred to the relevant Group Entity (as the case may be), and the Holder hereby release the signatories hereto from all obligations hereunder. The Issuer will not be liable for any delay or failure to perform any obligation under these T&Cs where the delay or failure results from any cause beyond the Issuer's reasonable control. Purchasing Tokens from the Issuer does not create any form of partnership, joint venture or any other similar relationship between the Holder and the Issuer, nor cause the Parties to be deemed acting in concert in any respect. The Holder agrees and acknowledges that all agreements, notices, disclosures, and other communications that the Issuer provides to the Holder, including these T&Cs, will be provided in electronic form.
  32. 32.
    CONDUCT The Holder undertakes not to:
    1. 1.
      Harass, threaten, bully, embarrass, abuse, or harm, or advocate or incite harassment, abuse, or harm of any person, group, the Issuer itself, or Group Entities, staff and employees;
    2. 2.
      Organize or participate, in conjunction with the use of SolStreet or the Holding of a Token, in any activity or group that is hateful, harmful, or offensive towards a race, sexual orientation or preferences, religion, heritage or nationality, disability or other health class, gender, age, or similar classes determined by the Issuer (or a Group Entity) in its sole discretion;
    3. 3.
      Initiate, assist, or become involved in any form of attack or disruption of SolStreet or any aspect relating to it, including without limitation distribution of a virus, worm, spyware, time bombs, corrupted data, denial of service attacks upon SolStreet or anything related to it, or other attempts to disrupt SolStreet or anything related to it, or other person’s use or enjoyment of the SolStreet or anything related to it;
    4. 4.
      Use robots, spiders, crawlers, man-in-the-middle software, or any other automated process to access, use, reverse engineer, or manipulate SolStreet or anything related to it;
    5. 5.
      Use your access to SolStreet or anything related to it to obtain, generate, or infer any information about other users of SolStreet, including without limitation, their name, contact information, or place of residence;
    6. 6.
      Promote, encourage, or participate in any activity involving hacking, phishing, distribution of counterfeit Services, or taking advantage of or creating exploits, cheats, bugs, or errors.

SCHEDULE 1:

Description of SolStreet platform/network and Tokens

  1. 1.
    Overview of SolStreet platform/network and Services
    1. 1.
      SolStreet is intended to be a decentralized and non-custodial protocol built on Solana that allows third party asset pool leaders/managers to launch non-custodial, decentralized investment pools and be connected directly to users on the Solana blockchain while utilizing the deep liquidity provided by the Serum DEX, Mango Markets and whatsoever other third protocols as SolStreet may be integrated with from time to time.
    2. 2.
      SolStreet protocol allows users to choose from a range of funds established by third party pool leaders/managers — each utilizing a unique strategy via integrated third party protocols — to build their optimal portfolio.
    3. 3.
      The SolStreet protocol provides ancillary technical services allowing users to commit and withdraw funds into a smart contract (i.e. a pool set up by a third party pool leader/manager) that permits the pool leader/manager to manage the pool portfolio (including, but not limited to, performing asset swap transactions and taking positions on Mango Market perpetuals), without ever being able to withdraw user funds. This is crucial to the non-custodial nature of the protocol.
  2. 2.
    Overview of Tokens; Use of Tokens to Obtain Services
    1. 1.
      Wolfies are a token of prestige for their holders when used on SolStreet. The utility set out for Wolfies in the Token Documentation are intended to attract and support persons interested in fulfilling the essential ecosystem roles on SolStreet, including pool managers and users. Wolfies make trading cheaper, they strengthen financial incentives in SolStreet pools, and they afford introduction into the SolStreet Wolfpack community.
    2. 2.
      Each Wolfie is a unique non-fungible token and will be associated with certain assigned metadata content. The relevant Group Entity own all rights, title and interest in and to such metadata, and all proprietary source code, object code and other technology associated with Wolfies, as well as all other content and materials available through Wolfies.
    3. 3.
      Wolfies are in finite supply, and may have different characteristics. Solstreet allows users to utilise Wolfies within the platform, and may even be used for a variety of peer-to-peer transactions. Wolfies have no useability outside of Solstreet, nor do they have any tangible or physical manifestation.
    4. 4.
      Holder acknowledges that certain operations in respect of Tokens, in particular, without limitation, the transfer of delivered Tokens to third parties, may constitute and/or otherwise fall within the scope of regulated activities under applicable laws in certain jurisdictions. The Holder acknowledges that it may not use Tokens to engage into any such activities and that the Issuer makes no representation in respect of, or otherwise in connection with, the suitability of Tokens and/or any output generated by using Tokens, to engage into any regulated activity regarding Tokens or such output’s compliance with laws and regulations applicable to such activities. The Issuer neither recommends, nor otherwise advises that the Holder engage in such activities. If the Holder choose to engage in regulated activities, the Holder does so at its own risk and sole responsibility. In particular, the Holder is solely responsible for its compliance with any applicable laws and regulatory requirements, including any applicable provisions of financial markets laws. The Holder herewith expressly agree to ensure compliance with any applicable legal requirements at its own cost and responsibility in using Tokens and/or any output in connection with Tokens.
    5. 5.
      STRT is designed to be a utility token on SolStreet, for use as the native governance token and economic incentive which would be distributed to encourage participants to contribute to and maintain SolStreet. Given that additional STRT will be awarded to a user based only on its actual usage, activity and contribution on SolStreet, users and/or holders of STRT who did not actively participate will not be entitled to receive any STRT incentives.
    6. 6.
      In particular, STRT would allow holders to propose and vote on governance proposals to determine future features, upgrades and/or parameters of SolStreet, or provide feedback. Voting power is determined by a combination of the number of STRT tokens staked and the duration for which they have been locked up. A minimum voting power will be required to make a governance proposal. Examples of proposals that could be determined by a STRT holder governance vote include new supported assets to be added to the protocol, voting on improvement proposals, voting on changes to the ranking algorithm, level of protocol fee, allocating treasury spend towards protocol development efforts. The right to vote is restricted solely to voting on features of SolStreet; it does not entitle STRT holders to vote on the operation and management of the Company, its affiliates, or their assets or the disposition of such assets to token holders, or select the board of directors of these entities, or determine the development direction of these entities, nor does STRT constitute any equity interest in any of these entities or any collective investment scheme; the arrangement is not intended to be any form of joint venture or partnership.
    7. 7.
      Immediately after the token sale, Tokens would have limited functionality. As development of SolStreet progresses further, the various features of the Tokens would be implemented incrementally and become available over time.
    8. 8.
      For the avoidance of doubt, the community of Token holders does not have legal control over any matters relating to any Group Entity or any of their assets (including without limitation the selection of governing board of the relevant company, over corporate matters, development direction, specific projects, or deployment of that company's assets, which shall be the final responsibility of the governing board of the relevant company).
    9. 9.
      Tokens will become an integral part of SolStreet and economy on SolStreet. The precise scope of SolStreet will be developed further and will be announced once finalised.
    10. 10.
      Tokens do not have any rights, uses, purpose, attributes, functionalities, utilities or features, express or implied, outside SolStreet. The ecosystem on SolStreet will therefore be structured as a "closed system" insofar as the use of STRT is concerned.
    11. 11.
      If deemed desirable by the Issuer, the Issuer shall at any time be entitled to re-position, re-brand, re-package or re-market the "SolStreet" or "Wolfie" brand/image/goodwill, SolStreet, Wolfies and/or STRT, including selection of a new token ticker.
    12. 12.
      The Tokens are non-refundable and cannot be exchanged with the Issuer or any Group Entity for cash (or its equivalent value in any other virtual currency) or any payment obligation from any Group Entity.
    13. 13.
      To the extent a secondary market or exchange for trading Tokens does develop, it would be run and operated wholly independently of the Group Entities, the Token sale and SolStreet. The Issuer will not create such secondary markets nor will it act as an exchange for Tokens.

SCHEDULE 2:

Token Sale Procedures and Specifications

  1. 1.
    Use of proceeds from Token Sale All proceeds will be applied towards the objects which include inter alia, the advancement, research, design and development of, and advocacy for SolStreet subject to applicable laws.
    This endeavour will incur expenses for various activities such as technology development and maintenance of platform / network, academic research, production of educational and training material, various expansion, promotional and marketing activities, operational expenses (including without limitation administrative expenses, salaries, contractors’ compensation, bonuses, office rental, network/IT expenses, and travel expenses), maintenance, legal compliance, accounting and consultancy, including all purposes and expenses in connection or ancillary therewith.
  2. 2.
    Wallet Requirements To purchase Tokens, an Initial Holder must hold or control an established and operational Solana digital wallet, in respect of which the private key is known to and controlled by the Holder. Holders must not send any virtual currency from, or request the Issuer to send any Tokens to, an exchange or other hosted wallet in respect of which the private key is not available to the Holder. The Issuer reserves the right to prescribe additional conditions regarding specific digital wallet requirements.

SCHEDULE 3:

Certain Risks Relating to Purchase, Sale and Use of Tokens

IMPORTANT NOTE: AS NOTED ELSEWHERE IN THESE T&Cs, TOKENS ARE NOT BEING STRUCTURED OR SOLD AS SECURITIES OR ANY OTHER FORM OF INVESTMENT PRODUCT. ACCORDINGLY, NONE OF THE INFORMATION PRESENTED IN THIS SCHEDULE 3 IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION, AND NO SPECIFIC RECOMMENDATIONS ARE MADE OR INTENDED. THE ISSUER EXPRESSLY DISCLAIMS ANY AND ALL 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 SCHEDULE 3, (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION (III) ANY ACTION RESULTING FROM SUCH INFORMATION OR (IV) THE SALE OR USE OF TOKENS.
By purchasing, holding and using Tokens, the Holder expressly acknowledges that it understands and assumes a variety of risks (including without limitation the following risks):
  1. 1.
    Risk of changes in functionality Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, except for those which are specifically described in the Token Documentation and which may change from time to time.
  2. 2.
    Tokens are non-refundable The Issuer is not obliged to provide Holders with a refund related to Tokens for any reason, and Holders acknowledge and agree that they will not receive money or other compensation in lieu of a refund. No promises of future performance or price are or will be made in respect to Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that Tokens will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the laws in the jurisdiction of Tokens.
  3. 3.
    Risks Associated with the related Blockchain and underlying protocol Because Tokens and SolStreet are based on blockchain technology, any malfunction, breakdown or abandonment of the relevant blockchain may have a material adverse effect on SolStreet or Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to Tokens and SolStreet by rendering ineffective the cryptographic consensus mechanism that underpins the relevant blockchain. The future of cryptography and security innovations is highly unpredictable. Further, products or services available on SolStreet may require digital assets provided by a user to be deposited with, "staked" with and/or otherwise require interaction with various third party decentralised finance protocols which primarily comprise smart contracts deployed on the relevant blockchain. These third party decentralised finance protocols and the development team behind these protocols are independent third parties, so no Group Entity has control over these protocols or teams. These deployed smart contracts underlying the decentralised finance protocols may contain security vulnerabilities, errors, failures, bugs or economic loopholes which may be exploited by third parties, causing you to suffer losses in connection with any product(s) available on SolStreet. Neither the Issuer nor any Group Entity can be responsible for any such security vulnerabilities, errors, failures, bugs or economic loopholes. SolStreet’s roadmap expresses the intention of rendering the SolStreet software (including its underlying code and smart contracts) open source. It is inherent to this open source model that the software underlying the SolStreet protocol will be developed by independent, third party contributors, who are entirely anonymous. Such software (including its underlying code and smart contracts) may contain security vulnerabilities, errors, failures, bugs or economic loopholes which may be exploited by third parties, causing you to suffer losses in connection with any product(s) available on SolStreet. The materialisation of such a risk may also impede or prevent Token genesis. Neither the Issuer nor any Group Entity can be responsible for any such security vulnerabilities, errors, failures, bugs, economic loopholes or failure or delay in Token genesis.
  4. 4.
    Risk of Losing Access to Tokens Due to Loss of Private Key(s) A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in the Holder's digital wallet, vault or other storage mechanism. Accordingly, loss of requisite private key(s) associated with the Holder's digital wallet, vault or other storage mechanism storing Tokens may result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service used by the Holder, may be able to misappropriate any Tokens held by the Holder. The Issuer cannot be responsible for any such losses.
  5. 5.
    Risk of Blockchain Level Attacks As with other decentralised cryptographic tokens based on blockchain technology, Tokens is susceptible to attacks by nodes or validators responsible for validating/confirming Token transactions on the relevant blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to SolStreet and Tokens, including, but not limited to, accurate execution and recording of transactions involving Tokens.
  6. 6.
    Risk of Hacking and Security Weaknesses Hackers or other malicious groups or organisations may attempt to interfere with SolStreet or Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because SolStreet is based on open-source software, there is a risk that a third party or a member of any Group Entity may intentionally or unintentionally introduce weaknesses into the core infrastructure of SolStreet, which could negatively affect SolStreet and Tokens.
  7. 7.
    Risk of Uninsured Losses Unlike in the case of bank accounts or accounts at financial institutions, Tokens are uninsured unless the Holder specifically obtains private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by any Group Entity to provide recourse (and in any event, the Issuer is not obliged to compensate or insure the Holder for any event of loss or loss of utility value).
  8. 8.
    Risks Associated with Uncertain Regulations and Enforcement Actions The regulatory status of Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern digital asset markets. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including SolStreet and Tokens. 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 SolStreet and Tokens. Regulatory actions could negatively impact SolStreet and Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens is a regulated financial instrument that requires registration or licensing, SolStreet may not be able to provide regular service in certain areas. Any Group Entity may cease operations in a jurisdiction, or even abandon certain features of the project, in the event that regulatory actions, or changes to applicable 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.
  9. 9.
    Risks Arising from Taxation The tax characterisation of Tokens and these T&Cs is uncertain. The Issuer intends to treat Tokens and these T&Cs neither as an equity interest nor as a debt interest in the Issuer for tax purposes. It is possible that the Issuer’s intended treatment of Tokens and these T&Cs may be challenged, so that the tax consequences to the Holder and the Issuer relating to Tokens and these T&Cs could differ from those described above. The Holder must seek its own tax advice in connection with purchasing, holding and utilising Tokens, which may result in adverse tax consequences to the Holder, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.
  10. 10.
    Risk of alternative networks / competitors It is possible that alternative networks could be established in an attempt to facilitate services that are similar to the Services, or alternative networks could be established that utilise the same or similar code and protocol underlying Tokens and/or SolStreet. SolStreet may compete with these alternative networks, which could negatively impact SolStreet and/or Tokens.
  11. 11.
    Risk of Insufficient Interest in SolStreet or Distributed Applications It is possible that SolStreet 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 that on SolStreet) more generally. Such lack of use or interest could negatively impact the development of SolStreet and therefore the potential utility of Tokens.
  12. 12.
    Risks Associated with the Development and Maintenance of SolStreet SolStreet is still under development and may undergo significant changes over time. Although it is intended for Tokens and SolStreet to follow the specifications set forth in Schedule 1, and the relevant Group Entity will endeavour to work towards those ends (subject to internal business considerations), changes may be required to be made to the specifications of Tokens or SolStreet for any number of reasons. This could create the risk that Tokens or SolStreet, as further developed and maintained, may not meet the Holder's expectations or requirements at the time of purchase. Furthermore, despite the Issuer's good faith efforts to develop and maintain SolStreet, it is still possible that SolStreet will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact SolStreet and Tokens.
  13. 13.
    Inadequate disclosure of information As at the date hereof, SolStreet is still under development and its design concepts, consensus mechanisms, algorithms, codes, and other technical details and parameters may be constantly and frequently updated and changed. Although these T&Cs contain the most current information relating to SolStreet, it is not absolutely complete and may still be adjusted and updated by the team from time to time. The team has no ability and obligation to keep holders of Tokens informed of every detail (including development progress and expected milestones) regarding the project to develop SolStreet, hence insufficient information disclosure is inevitable and reasonable.
  14. 14.
    Risk of an Unfavourable Fluctuation of Currency Value The Issuer intends to use the proceeds from selling Wolfies to support the maintenance and development of SolStreet, as described further in Schedule 2. The proceeds of the sale of Wolfies will be mainly denominated in SOL, and possibly other digital assets, and may be converted into other cryptographic and fiat currencies (including USDT, USDC, BTC, ETH, AVAX and others). In addition, sales of Wolfies may also be denominated in fiat currencies. If the value of digital assets fluctuates unfavourably during or after the sale of Wolfies, the relevant Group Entity may not be able to support development plans, or may not be able to maintain SolStreet in the manner that it intended.
  15. 15.
    Risks Related to Corporate Structure The legal structure for the Group Entities (including the intra-Group arrangements) is bespoke and there is no generally accepted standard or structure for similar projects in the distributed ledger technology space. The legal structure had been designed to address certain specific legal risks, and attempt to decentralise the management and control, as well as economic risks and benefits relating to SolStreet and Tokens; but there is no legal precedent for whether these structures are effective and it is difficult to predict the position that a regulator may adopt. The legal structure and contractual arrangements may not be effective in decentralising management and control, thereby adversely affecting the value of SolStreet and/or Tokens.
  16. 16.
    Risk of Dissolution of the Issuer, any Group Entity or SolStreet Start-up companies such as the Issuer involve a high degree of risk. Financial and operating risks confronting start-up companies are significant, and the Issuer is not immune to these. Start-up companies often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved.
    It is possible that, due to any number of reasons, including, but not limited to, a failure to generate sufficient sales through the sale of Wolfies, an unfavourable fluctuation in the value of cryptographic and fiat currencies, decrease in the utility of Tokens due to negative adoption of SolStreet, the failure of commercial relationships, or Intellectual Property ownership challenges, SolStreet may no longer be viable to operate and the Issuer or any Group Entity may be dissolved.
  17. 17.
    Risks Arising from Lack of Governance Rights Because Tokens confer no governance rights of any kind with respect to the Issuer or any Group Entity, all decisions involving the Issuer or its Affiliates will be made by the relevant Group Entity at its sole and absolute discretion, including, but not limited to, decisions to discontinue the operations or development of SolStreet, to create and sell more Tokens or other digital assets for use within SolStreet, or to sell or liquidate any Group Entity. These decisions could adversely affect SolStreet and Tokens held by the Holder.
  18. 18.
    Risks Involving Cloud Storage As SolStreet may provide or utilise a decentralised cloud storage service for users and applications, therefore the Services are susceptible to a number of risks related to the storage of data in the cloud. The Services may involve the storage of large amounts of sensitive and/or proprietary information, which may be compromised in the event of a cyberattack or other malicious activity. Similarly, the Services may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. Because users can utilise a variety of hardware and software that may interface with SolStreet, there is the risk that the Services may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Group Entities do not control. The risk that the Services may face increasing interruptions and SolStreet may face additional security vulnerabilities could adversely affect SolStreet and therefore the future utility of any Tokens held by the Holder.
  19. 19.
    Forking SolStreet is intended to be a community project and certain elements are open-sourced. The Issuer (nor any Group Entity) does not and cannot monopolise the development, marketing, operation or otherwise of SolStreet and underlying blockchain. Any entity may independently develop a patch or upgrade of the source code of SolStreet and underlying blockchain (or any part thereof) without prior authorisation of any other Person, and launch the same by deployment on any underlying blockchain network. The acceptance of these patches or upgrades by a sufficient (not necessarily overwhelming) percentage of Token holders could result in a "fork" in the network, and consequently two diverging networks will emerge and remain. Each branch arising from the fork will have its own native cryptographic tokens – accordingly there will be two different versions of SolStreet and/or Tokens respectively residing in the two divergent branches with almost identical technical features and functions. The tokens on the diverging network will not be Tokens. Further, it is theoretically possible for each branch of the forked blockchain to be further forked an unlimited number of times. The temporary or permanent existence of forked blockchains could adversely affect the operation of SolStreet and underlying blockchain and the Tokens held by the Holder, and may ruin the sustainability of SolStreet.
  20. 20.
    Risks associated with a lack of markets for Tokens There is no prior market for Tokens and the sale of Tokens may not result in an active or liquid market for Tokens. Tokens are designed to be utilised solely within SolStreet, hence there may be illiquidity risk with respect to Tokens held by the Holder. Tokens are not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor are they backed by any hard assets or other credit nor is it a "commodity" in the usual and traditional sense of that word. The Issuer is not responsible for, nor does the Issuer pursue, the circulation and trading of Tokens on any market. Trading of Tokens will merely depend on the consensus on its value between the relevant market participants. No one is obliged to purchase any Tokens from any holder of Tokens, nor does anyone guarantee the liquidity or market price of Tokens to any extent at any time. Furthermore, Tokens may not be resold to a purchaser who is a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a Restricted Territory or to purchasers where the purchase of Tokens may be in violation of applicable laws. Accordingly, the Issuer cannot ensure that there will be any demand or market for Tokens, or that the Purchase Price paid for Tokens is indicative of any market valuation or market price for Tokens. Even if secondary trading of Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile, decline below the Purchase Price which the Holder had paid for Tokens, and/or diminish to zero.
  21. 21.
    Inflation Due to the nature and operation of blockchain protocols, the total amount of circulating Tokens could increase through the adoption of a new patch or upgrade of the source code. Any inflation in the quantity of Tokens could adversely affect the market price of Tokens, and consequently Holders may suffer economic losses. Neither the Issuer nor any Group Entity provides any guarantee that a Holder would be compensated (in any manner) for such inflation.
  22. 22.
    Loss of Talent The development of SolStreet depends on the continued co-operation of the existing technical team and expert consultants. The loss of any member may adversely affect SolStreet or its future development. Further, stability and cohesion within the team is critical to the overall development of SolStreet. There is the possibility that conflict within the team and/or departure of core personnel may occur, resulting in negative influence on the project in the future.
  23. 23.
    Failure to develop SolStreet is still in the developmental stage, hence there may be large changes to the final design before the official version is released. There is the risk that the development of SolStreet will not be executed or implemented as planned, or may not meet any expectation of purchasers of STRT, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or Tokens, unforeseen technical difficulties, and shortage of development funds for activities.
  24. 24.
    Unanticipated Risks Cryptographic tokens such as Tokens are a new and untested technology. In addition to the aforementioned risks, there may be other risks associated with the Holder’s purchase, holding and use of Tokens, including those that the Issuer cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks discussed in this Schedule 3.