Terms and Conditions
- NOTICE TO RESIDENTS OF THE UNITED STATESTHE OFFER AND SALE OF THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
- NOTICE TO RESIDENTS OF CANADAUNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT THE ISSUER BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.
- NOTICE TO RESIDENTS OF CANADAUNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT THE ISSUER BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.
- NOTICE TO RESIDENTS OF CHINATHE RIGHTS ARE NOT BEING OFFERED OR SOLD AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE PEOPLE’S REPUBLIC OF CHINA (FOR SUCH PURPOSES, NOT INCLUDING THE HONG KONG AND MACAU SPECIAL ADMINISTRATIVE REGIONS OR TAIWAN), EXCEPT AS PERMITTED BY THE SECURITIES AND OTHER LAWS AND REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA
- NOTICE TO RESIDENTS OF THE UNITED KINGDOMIN THE UNITED KINGDOM THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH): (i) INVESTMENT PROFESSIONALS (WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE ‘‘FPO’’)); (ii) PERSONS OR ENTITIES OF A KIND DESCRIBED IN ARTICLE 49 OF THE FPO; (iii) CERTIFIED SOPHISTICATED INVESTORS (WITHIN THE MEANING OF ARTICLE 50(1) OF THE FPO); AND (iv) OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ‘‘RELEVANT PERSONS’’). THIS DOCUMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON. ANY INVESTMENT TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH) RELEVANT PERSONS. THIS DOCUMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION BASED UPON THIS DOCUMENT AND SHOULD NOT RELY ON IT. IT IS A CONDITION OF YOU RECEIVING AND RETAINING THIS DOCUMENT THAT YOU WARRANT TO THE COMPANY, ITS DIRECTORS, AND ITS OFFICERS THAT YOU ARE A RELEVANT PERSON
- PURCHASER CONSIDERATIONSRealization of the utility value of your AurusX Token (“AX”) will depend on many contingencies. You should carefully consider the risks and uncertainties described below, with all of the other information in this Purchase Agreement before deciding on whether to purchase the AX. If any of the following risks are realized the value of the AX may be negatively impacted or eliminated.
- Risks relating to purchasing tokens for utilization in a software platform prior to development and launch
- The multi-user Aurus software platform is currently in development and we cannot assure that it will be completed or used in a satisfactory manner
- For the AX to retain its value, we will need to develop a large community of distributors, providers and users.
- Our ability to develop the Aurus software platform and ecosystem depends on our access to sufficient capital.
- Substantially all of the Company’s computer and communications hardware is located at a single facility, which leaves may be vulnerable to catastrophic events
- The Company is subject to cyber security and data loss risks or other security breaches.
- The Company’s monetary reserves may be subject to manipulation and volatility of cryptocurrency markets
The developers of the Aurus protocol software platform intend the AXs to serve several different utility purposes, including future DAO structure and a split revenue stream of AurusGOLD’ transactional fees. The Aurus software platform is a large and complicated project. We cannot assure that the project will be completed in a satisfactory manner, or at all. If the project is not completed the AX could have no value.While we intend to develop the software platform, market to a wide range of users and foster an active community to create value for integration, we cannot assure that we will be successful in doing so. Even with a functioning platform, we may not be able to attract the number of users and distributors sufficient to sustain the protocol. Failure to establish a sufficient ecosystem would result in the decrease or elimination of the value of the AX.We expect within the next months to sell rights to purchase sufficient AX to fund the development of the Aurus ecosystem, as well as the marketing and user acquisition activities, distributing activities and general and administrative expenses associated with the project. We cannot assure that we will be able to sell sufficient AX to fund the project. Moreover, we will receive the consideration for the purchase of AX by transmission of cryptocurrency which we expect to convert to fiat currency only as needed. The value of cryptocurrency is subject to periods of extreme volatility which may negatively affect the value of the actual usable proceeds from the sale of the AX. Conversion of cryptocurrency to fiat currency requires compliance with several regulatory systems, and may be subject to delays and taxation. We cannot assure that these factors will not prevent satisfactory development of the ecosystem, which would result in the decrease or elimination of the value of the AX.Substantially all of the Company’s computer and communications hardware is located at a single facility. These systems and operations are vulnerable to damage or interruption from fire, flood, power loss, telecommunications failure, terrorist attacks, cyber-attacks, acts of war, break-ins, earthquake and similar events. We expect to use a disaster recovery system, however, it may not adequate to fully support the Company’s operations for a prolonged period of time. Any system interruption that results in the unavailability of the Company’s computer systems or reduced performance could interrupt or substantially reduce its ability to conduct business. Moreover, prior to the point at which the development of the Aurus ecosystem allows for decentralized management and controls, a material casualty to our systems may also licensees of our software in a manner that could create liability for the Company.The Company’s business involves the storage and transmission of proprietary information, and security breaches could cause a risk of loss or misuse of this information, and to resulting claims, fines, and litigation. The Company may be subjected to a variety of cyber-attacks, which may continue to occur from time to time. Cyber-attacks may target the Company, their customers, suppliers, banks, credit card processors, delivery services, e-commerce in general or the communication infrastructure on which they depend. An attack or a breach of security could result in a loss of private data, unauthorized AX transactions, violation of applicable privacy and other laws, significant legal and financial exposure, damage to reputation, and a loss of confidence in security measures, any of which could have a material adverse effect on the Company’s ability to grow the ntwork. The nature of blockchain technology may make it impossible to correct unauthorized AX transactions.The price of cryptocurrencies, such as Bitcoin and Ether, are set by several exchanges. If an exchange is attacked such that it is taken offline, traders can take advantage of price differences. Additionally, attackers can target platforms that buy and sell cryptocurrencies and digital wallets that hold cryptocurrencies. It is possible that such an attack could adversely affect the Company’s cash reserves derived from the proceeds of selling the Right and AX, thereby materially and adversely affecting the Company’s ability to grow the network. Moreover, the value of a cryptocurrency could be based on its ease of use, the energy used to mine it, what it can be used to purchase, or its revolutionary technology, but there is no underlying value or an institution supporting its value. This results in price volatility, which encourages speculative behavior. Speculative subscribers may hold the cryptocurrency instead of spending it, which makes the currency illiquid. Furthermore, any particular cryptocurrency may become worthless, which could result in an adverse effect to the Company’s business. - Risks related to AX and Blockchain Technology
- The market for blockchain based software application services is immature and if it does not develop or develops more slowly than we expect, the value of the AX will be harmed.
- Blockchain technology is largely unregulated, and the regulatory environment rapidly-evolving.
- Current guidance from the Securities and Exchange Commission (“SEC”) is Unclear as to whether the AXs are “securities” subject to regulation under the Securities Act of 1933.
- Developing Regulatory Regimes
- Risks Related to Token Offering
- The market for blockchain based software application services is immature and if it does not develop or develops more slowly than we expect, the value of the AX will be harmed.
- Blockchain technology is largely unregulated, and the regulatory environment rapidly-evolving.
- Current guidance from the Securities and Exchange Commission (“SEC”) is Unclear as to whether the AXs are “securities” subject to regulation under the Securities Act of 1933.
- Developing Regulatory Regimes
- There is a risk of users losing access to AX due to loss of private keys or other errors.
- There are risks associated with usage of the Ethereum Protocol to generate AX
- Holders of AX will have no voting rights and may have conflicts of interest with the Issuer's shareholders.
- The AX is a utility token and not intended for short-term resale or near term liquidity.
- General Business Risks
- We have a short operating history, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
- The Officers and Directors of the UK Entity do not (under US law) have fiduciary duties to the holders of AX
The market for blockchain based software application services is relatively new and unproven, and it is uncertain whether these services will achieve and sustain high levels of demand and market acceptance. The value of the AX will depend to a substantial extent on the willingness of new users to adopt the token-based utility system. We have limited insight into trends that may develop and affect market penetration of the Aurus software platform. We may make errors in predicting and reacting to relevant business trends. Failure to adequately address these risks and difficulties would result in the decrease or elimination of the value of the AX
As the regulatory framework continues to evolve, blockchain platforms may be exposed to adverse regulatory action in the near future. The regulatory framework for blockchain issues worldwide is continuously evolving, currently in flux and is likely to remain so for the foreseeable future. Due to increased interest in the blockchain platform and high-profile transactions, practices regarding blockchain companies operating over the Internet have recently come under increased public scrutiny. AX transactions and the value of AXs could be adversely affected if legislation or regulations are adopted, interpreted, or implemented in a manner that is inconsistent with our planned business practices and that require changes to these practices, which may interfere with the Aurus project and result in a loss of some or all of the value of your AX
We have consulted with experienced legal counsel and believe that the AXs are utility tokens depending on use case circumstances, and do not fall within the definition of “Securities. Notwithstanding our belief, we are aware that the SEC and similar regulatory bodies in both individual states and in foreign jurisdictions may not have fully determined their regulatory jurisdiction and mandates in respect of token generation events. If it were determined that a sale of AXs is a sale of securities, we would be subject to the applicable rules and regulations. That being the case, we are attempting to conduct the sale of AX in compliance with applicable exemptions from registration as an offering of “securities.” We cannot assure that the sale or resale of AX will not be treated as a sale of securities, or that our efforts to comply with exemptions will be successful. Violation of the securities laws in our sale of AX could result in legal proceedings which would seriously distract us from pursuing development of the Aurus software platform and communities, and could also result in penalties and civil damages that would materially and adversely affect our ability to satisfactorily complete development on time or at all, which would result in the decrease or elimination of the value of the AX.
Regulation of tokens (including AX) and token offerings such as this, cryptocurrencies (including Ether), blockchain technologies, and cryptocurrency exchanges are currently undeveloped and likely to rapidly evolve, and vary significantly among non-U.S. or U.S. federal, state and local jurisdictions and are subject to significant uncertainty. Various legislative and executive bodies in the United States, China, Singapore and in other countries are currently considering, or may in the future consider, laws, regulations, guidance, or other actions, which may severely impact the Company’s ability to operate as an ongoing concern and may impair the structure, rights and transferability of AX. Therefore, there can be no assurance that any new or continuing regulatory scrutiny or initiatives will not have an adverse impact on the value of AX and otherwise impede the Companies activities and thereby the utility of the AX.
The market for blockchain based software application services is relatively new and unproven, and it is uncertain whether these services will achieve and sustain high levels of demand and market acceptance. The value of the AX will depend to a substantial extent on the willingness of new users to adopt the token-based utility system. We have limited insight into trends that may develop and affect market penetration of the Aurus software platform. We may make errors in predicting and reacting to relevant business trends. Failure to adequately address these risks and difficulties would result in the decrease or elimination of the value of the AX
As the regulatory framework continues to evolve, blockchain platforms may be exposed to adverse regulatory action in the near future. The regulatory framework for blockchain issues worldwide is continuously evolving, currently in flux and is likely to remain so for the foreseeable future. Due to increased interest in the blockchain platform and high-profile transactions, practices regarding blockchain companies operating over the Internet have recently come under increased public scrutiny. AX transactions and the value of AXs could be adversely affected if legislation or regulations are adopted, interpreted, or implemented in a manner that is inconsistent with our planned business practices and that require changes to these practices, which may interfere with the Aurus project and result in a loss of some or all of the value of your AX
We have consulted with experienced legal counsel and believe that the AXs are utility tokens depending on use case circumstances, and do not fall within the definition of “Securities. Notwithstanding our belief, we are aware that the SEC and similar regulatory bodies in both individual states and in foreign jurisdictions may not have fully determined their regulatory jurisdiction and mandates in respect of token generation events. If it were determined that a sale of AXs is a sale of securities, we would be subject to the applicable rules and regulations. That being the case, we are attempting to conduct the sale of AX in compliance with applicable exemptions from registration as an offering of “securities.” We cannot assure that the sale or resale of AX will not be treated as a sale of securities, or that our efforts to comply with exemptions will be successful. Violation of the securities laws in our sale of AX could result in legal proceedings which would seriously distract us from pursuing development of the Aurus software platform and communities, and could also result in penalties and civil damages that would materially and adversely affect our ability to satisfactorily complete development on time or at all, which would result in the decrease or elimination of the value of the AX.
Regulation of tokens (including AX) and token offerings such as this, cryptocurrencies (including Ether), blockchain technologies, and cryptocurrency exchanges are currently undeveloped and likely to rapidly evolve, and vary significantly among non-U.S. or U.S. federal, state and local jurisdictions and are subject to significant uncertainty. Various legislative and executive bodies in the United States, China, Singapore and in other countries are currently considering, or may in the future consider, laws, regulations, guidance, or other actions, which may severely impact the Company’s ability to operate as an ongoing concern and may impair the structure, rights and transferability of AX. Therefore, there can be no assurance that any new or continuing regulatory scrutiny or initiatives will not have an adverse impact on the value of AX and otherwise impede the Companies activities and thereby the utility of the AX.
There is a risk of users losing access to AX due to loss of private keys or other errors.
Currently, AX is an Ethereum-based token. Any change to the accessibility or stability of the Ethereum protocol may have an adverse effect on the operability and accessibility of AX. Technical advances in cryptography could present risks to the Ethereum protocol and render the cryptographic advances that make this protocol useful for generating tokens ineffective. This would likely cause the value of the AX to fall and affect the adoption rate of Aurus.
AX confers no rights in respect of governance of Aurus as an entity, or any other management or control rights in Aurus. Accordingly, the holders of equity in Aurus will control decisions for the Aurus ecosystem, including, potentially revisions to the currently planned specifications for the protocol and AX. We cannot assure that any such decisions will align with the interest of current purchasers of Rights or AX.
AX confers no rights in respect of governance of Aurus as an entity, or any other management or control rights in Aurus. Accordingly, the holders of equity in Aurus will control decisions for the Aurus ecosystem, including, potentially revisions to the currently planned specifications for the protocol and AX. We cannot assure that any such decisions will align with the interest of current purchasers of Rights or AX.
We intend that the AX will be a utility token depending upon the nature of the user. The AX is not intended to be a security, does not reflect an interest in a common enterprise and will not entitle its owners to any remuneration other than the right to purchase goods and services from third-party licensees. We cannot predict whether a third-party may arrange for the AX to be included in any public marketplace or exchange. Purchasers of AX should plan to hold their AX while we develop the Aurus ecosystem. You should not purchase AX if you cannot afford to maintain such ownership without resale. A lack of liquidity would prevent you from selling AX in the event that we are not able to develop the Aurus ecosystem, in which case you would likely lose the entire value of your AX.
The entities generating and selling the AX and developing the protocol were formed in November 2018 and have little operating history. The formation of a new business entity carries with it its own set of risks and difficulties. We may not be able to successfully address these risks and difficulties or others, including those described elsewhere in these risk factors. Failure to adequately address these risks and difficulties could harm our business and our ability to develop the protocol, thereby adversely affecting the value of your AX.
Purchasing AX is a commercial transaction. It does not provide the purchaser status as a stock holder, partner, member or other similar status with respect to any of the entities involved in generating and selling the AX, or in developing or operating the protocol. No person has any fiduciary duty associated with your purchase of AX. Accordingly, in the event that we are unable to develop the protocl in a manner that allows realization of the value of the AX, yourpotential remedies (if any) will be narrower than what is ordinarily available to a purchaser of securities.
The tax characterization of AX is uncertain, which could have unforeseen tax consequences for purchasers.
The tax characterization of AX and other cryptocurrency is uncertain, potentially resulting in unforeseen . Purchasers should seek their own tax advice in connection with purchasing AX
