The following Terms and Conditions (“Terms”) govern your (“you” or the “Purchaser”) purchase of cryptographic coins (“XLN”, “Coins” or “XLN Coins”) from Hyper Technologies Inc. (“Hyper”, “Hyper Technologies” or the “Company”) an exempted company duly registered and existing by virtue of the laws of The Seychelles. You and the Company are referred to as, singly, a “Party” and, collectively, the “Parties” to these Terms. This document is not and shall in no way be considered as a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the XLN Coin Distribution Event (“CDE” or “XLN distribution”).
IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT ALLOWED TO PURCHASE XLN FROM THE COMPANY. BY PURCHASING XLN FROM THE COMPANY, YOU AGREE THAT YOU UNDERSTAND AND ACCEPT THE TERMS HEREIN. YOU FURTHER UNDERSTAND AND ACCEPT THAT YOU WILL BE BOUND BY THESE TERMS AND ANY OTHER TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY at email@example.com
By purchasing XLN, and to the extent permitted by law, you agree not to hold the Company and any and all of its employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns, whether acting as such in the past, present, or future (the “Hyper Technologies Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the distribution of XLN, including losses associated with the Terms set forth below.
PRIOR TO PURCHASING XLN, YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE XLN. PURCHASES OF XLN SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC COINS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC COINS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF XLN DURING THE DISTRIBUTION, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH, OR XLN RESULTING FROM ACTIONS TAKEN OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, YOU SHOULD NOT PURCHASE XLN OR PARTICIPATE IN THE DISTRIBUTION OF XLN. YOUR PARTICIPATION IN XLN DISTRIBUTION SHALL BE DEEMED AND CONSIDERED AS YOUR UNDERTAKING THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH AND THE TERMS HEREINAFTER PROVIDED. IN VIEW OF THE ABOVE, THE PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL, THE XLN COINS IN ACCORDANCE WITH THE FOLLOWING TERMS:
1. Conditions to XLN coin distribution
You may purchase, or otherwise receive, a XLN coin, only by accepting and complying with the following conditions. Further by purchasing or receiving a XLN coin, you warrant and represent that the following are true and an accurate reflection of the basis on which you are acquiring the XLN coins:
1.1. Neither the Company nor any of the Hyper Technologies Team has provided you with any advice regarding whether XLN is a suitable investment for you.
1.2. You have sufficient understanding of the functionality, usage, storage, transmission mechanisms, and intricacies associated with cryptographic coins, such as Bitcoin and Ethereum, and other blockchain-based software systems in general.
1.3. You are legally permitted and authorized to purchase, receive, hold and otherwise make use of the XLN in accordance with the laws of your country and any other relevant jurisdiction applicable to you.
1.4. You will supply us with all information, documentation or copies of the documentation that we require in order to allow us to accept your purchase of XLN and allocate XLN to you.
1.5. You have not supplied and will not supply us with inaccurate or misleading information relating to your acquisition of XLN.
1.6. You will provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory, and contractual obligations, including but not limited to compliance with anti-money laundering laws and regulations.
1.7. You will notify us promptly of any change to the information supplied by you to us.
1.8. You are of a sufficient age (if an individual) to legally obtain XLN, and you are not aware to the best of your knowledge of any other legal reason which will prevent you from obtaining XLN.
1.9. You take sole responsibility for any restrictions and risks associated with receiving and holding XLN, including but not limited to those set out in Annex A.
1.10. By acquiring XLN, you are not making a regulated investment or any other designation of this character as may be interpreted by the regulator in your jurisdiction.
1.11. You are not obtaining or using XLN for any illegal purpose, and will not use XLN for any illegal purpose.
1.12. You waive any right you may have, or any right you may thereafter obtain, to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the distribution of XLN.
1.13. Your acquisition of XLN does not involve a purchase or receipt of shares, ownership, or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction and is not a security.
1.14. To the extent permitted by law, and provided we act in good faith, the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of XLN.
1.15. You accept that XLN is created, and you obtain XLN, on an “as is” and “under development” basis. Therefore, provided the Company acts in good faith, you accept that the Company is providing and distributing XLN without being able to provide any warranties in relation to XLN, including, but not limited to, title, merchantability, or fitness for a particular purpose.
1.16. You accept that you bear sole responsibility of determining the tax implications on your party, if any, on the following: (i) the acquisition, allocation, use or ownership of XLN; (ii) the potential appreciation or depreciation in the value of XLN over time, if any; (iii) the distribution and purchase of XLN; and/or (iv) any other action or transaction related to XLN.
1.17. You acknowledge that an employee of Hyper Technologies or its subsidiaries will not make any statements about the expected price of cryptocurrencies. If an Hyper CDE employee does make a statement regarding the price of cryptocurrencies, then their statement is an opinion from which no rights can be derived, and they are going explicably against employee protocol.
1.18 When you open an account on cde.lunaone.com, you guarantee and acknowledge to be an accredited investor in the jurisdiction where you reside if that is a minimum requirement by law and local regulations.
2. Overview of XLN distribution
The Company reserves the right to circumvent or otherwise modify the algorithm used to select the underlying assets if it believes, in its sole discretion, that such selected underlying assets could adversely affect the Company or XLN from a regulatory or legal perspective. The Company shall have the right to sell any such underlying assets (if already part of XLN portfolio) and block their acquisition. A maximum total amount of 10,000,000,000 (10 billion) XLNs shall be created by the Company. Nevertheless, only a maximum of 10,000,000,000 (10 billion) XLNs shall be generated and distributed during the CDE. The remaining XLNs which will not be part of the distribution shall be owned by the Company. Any kind of ownership of XLN during the XLN coin distribution carries no rights, whether express or implied. Any purchase or acquisition of XLN shall be non-refundable in all cases.
2.1. User distribution process
2.1.1. Any person wishing to purchase XLN shall first register and sign up for an account on the CDE platform lunaone.com as a User.
2.1.2. Each User shall be given a wallet on the CDE platform. Users need only to encode and enter the amount of XLN they wish to buy. The total purchase prices shall be computed and shown to the User. Once confirmed, the user shall press the “Buy” button to proceed with the transaction. Users have the option to pay with their respective credit cards or other crypto assets, including but not limited to BTC and ETH, among others.
2.1.3. Users shall then pay the total purchase price of the XLN they purchased. The total amount of XLN bought shall be reflected on the respective dashboard of the Users.
2.1.4. In order to receive the XLN purchased in the CDE in the final distribution, Users must comply with the KYC procedures and accomplish and submit such documents which may be required by the Company in accordance with the relevant laws and regulations governing the purchase and distribution of XLN.
2.1.5. Upon completion of the KYC procedures, Users must provide an BSC wallet address in the platform where the Company can send or otherwise transfer the XLN the Users purchased.
4. Timing of XLN Coin Distribution
The XLN distribution shall run for approximately 120 calendar days from the date the distribution opens and/or starts. The Company reserves the right to change the distribution dates or extend the distribution duration for any reason and at its sole discretion, including the unavailability of the Website or other unforeseen security or procedural issues, as the case may be.
5. After the XLN Coin Distribution
The Purchasers should have no expectation of influence over the governance of the Company. Upon the conclusion of a successful XLN distribution, some of the remaining XLNs that were offered of which were not purchased or distributed during the CDE will be burned. In case a Purchaser decides to re-sell or otherwise dispose the purchased XLN upon the completion of the XLN coin distribution, such Purchaser shall ensure that the buyer or transferee of any such XLN undertakes to comply with all the provisions of these Terms as if such person were a Purchaser during the XLN coin distribution.
6. The Company Will Not Purchase XLN During the CDE
The Company warrants that neither it nor its shareholders will purchase XLN during the XLN distribution. The Company further warrants that neither it nor its shareholders will purchase XLN from any third party during the period of the XLN distribution.
7. All purchases of XLN are final
ANY AND ALL PURCHASES OF XLN ARE FINAL AND NON-REFUNDABLE. BY PURCHASING XLN, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, DIRECTORS, OR SHAREHODELRS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON WHATSOEVER. IF THE COMPANY BELIEVES, IN ITS SOLE DISCRETION, THAT ANY INDIVIDUAL OR ENTITY OWNING XLN CREATES MATERIAL REGULATORY RISKS OR OTHER LEGAL RISKS OR ANY ADVERSE EFFECTS TO THE COMPANY AND/OR XLN, THE COMPANY RESERVES THE RIGHT TO:
(A) BUY ALL XLN FROM SUCH XLN OWNERS AT THE THEN-EXISTING MARKET PRICE; AND/OR
(B) SELL ALL THE CRYPTOCURRENCY ASSETS OF THE COMPANY.
8. Taxation of XLN and Taxation Related to the CDE
The Purchaser bears the sole responsibility to determine whether the purchase of XLN or the potential appreciation or depreciation in the value of XLN over time has tax implications on the part of the Purchaser in the Purchaser’s home jurisdiction. By purchasing XLN, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of XLN.
10. Force Majeure
The Hyper Technologies Team shall not liable for failure to perform solely caused by the following:
- Unavoidable casualty;
- Delays in delivery of materials;
- Government orders;
- Acts of civil or military authorities;
- Acts by common carriers;
- Emergency conditions (including weather conditions);
- Security issues arising from the technology used; or
- Any similar unforeseen event that renders performance commercially implausible
If an event of force majeure occurs, the party injured by the other’s inability to perform may elect to suspend these Terms, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
11. Disclaimer of Warranties
THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING XLN AT THE PURCHASER’S SOLE RISK AND THAT XLN IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NONE FROM THE Hyper Technologies TEAM WARRANTS THAT THE PROCESS FOR PURCHASING XLN WILL BE AS UNINTERRUPTED OR ERROR-FREE AS POSSIBLE.
12. Limitations Waiver of Liability
THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN SHALL APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO THE (i) USE OF, OR INABILITY TO USE, XLN; OR (ii) Hyper Technologies TEAM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE FROM THE Hyper Technologies TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR SUCH OTHER DAMAGES REGARDLESS OF DESIGNATION, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, XLN, OR ARISING OUT OF ANY INTERACTION WITH THECHNOLOGY IMPLEMENTED IN RELATION TO XLN. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE Hyper Technologies TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF XLN, AND THAT THE RISK OF PURCHASING AND USING XLN RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANYONE FROM Hyper Technologies TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE COMPANY FOR THE PURCHASE OF XLN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR FRAUD OF THE Hyper Technologies TEAM.
13. Complete Agreement
These Terms set forth the entire understanding between the Purchaser and the Company with respect to the purchase and distribution of XLN. For facts relating to the distribution and purchase, the Purchaser agrees to rely only on these Terms in determining purchase decisions. The Purchaser understands that these Terms govern the distribution of XLN and shall be deemed to supersede any public statements about the XLN coin distribution made by third parties or by the Hyper Technologies Team or individuals associated with any of the Hyper Technologies team, whether made in the past, present, or during the XLN coin distribution.
The Purchaser and the Company agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
15. No Waiver
The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any of its rights under these Terms shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.
Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the Hyper Technologies team shall be deemed a modification of these Terms nor the same shall be legally binding.
16. Updates to the Terms
The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the distribution by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing XLN which shall serve as such Purchaser’s express consent to such modifications. Otherwise, the Terms may be amended except by express consent of both the Purchaser and the Company.
17. Cooperation with Legal Authorities
The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by law in the relevant jurisdictions.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless the Hyper Technologies. Team from and against any and all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of XLN; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity. The Company reserves the right to exercise sole control over the defence, at your expense of any claim subject to indemnification under this Section 18. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
You are solely responsible for implementing reasonable measures for securing the wallet, vault, or other storage mechanism you use to receive and hold XLN purchased from the Company, including any requisite private key(s), secret phrase(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Coins. The Company is not and shall not be responsible for any losses, costs or expenses relating to lost access credentials.
Currently, only English versions of any Hyper Technologies communications shall be considered official. In case communications may be made other than the English language, the English version shall prevail in case of differences in translation.
21. Governing Law
The terms, including the arbitration clause contained therein, and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by, construed, and take effect in accordance with the laws of The Seychelles or the United States of America, at the choice of The Company.
Any dispute or difference arising out of or in connection with these Terms or the legal relationships established by these Terms, including any question regarding its existence, validity or termination (“Dispute”), shall be referred to and finally resolved by arbitration under the chosen organisation of The Company which will be deemed incorporated herein by reference, save for any waiver of any rights the parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, which rights are expressly reserved. The proceedings shall be administered and decided by a sole arbitrator. Any Dispute arising out of or related to these Terms is personal to you and the Company which will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual 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.
By purchasing, owning, and using XLN, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to XLN Due to Loss of Private Key(s), Custodial Error or Purchaser Error
A private key, or a combination of private keys, is necessary to control and dispose of XLN stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing XLN will result in loss of such XLN. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your XLN. Any errors or malfunctions caused by, or otherwise related to, the digital wallet or vault you choose to receive and store XLN in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your XLN. Additionally, your failure to follow precisely the procedures set forth in for buying and receiving Coins, including, for instance, the provision of the wrong address for the receiving XLN, or provision of an address that is not BEP-20 compatible, may result in the loss of your Coins.
2. Risk of hacking or Mining Attacks
As with other decentralized cryptographic coins, XLN coins are susceptible to hacking or mining attacks. Any successful attack presents a risk to the platform and XLN, including, but not limited to, accurate execution and recording of transactions involving XLN.
3. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the platform or XLN 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 the platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the platform, which could negatively affect the platform and XLN, including the utility of XLN for obtaining services.
4. Risks Associated with Markets for XLN
If secondary trading of Coins is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third-parties do ascribe an external exchange value to XLN (e.g. as denominated in a digital or fiat currency), such value may be extremely volatile.
5. Risk of Uninsured Losses
Unlike bank accounts or accounts maintained with some other financial institutions, XLN coins are naturally uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Company to offer recourse to you.
6. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of XLN and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Hyper Technologies platform and XLN. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the platform and XLN. Regulatory actions could negatively impact the platform and XLN in various ways, including, for purposes of illustration only, through a determination that the purchase, distribution and delivery of XLN constitutes unlawful activity or that XLN coins are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, distribution and delivery thereof. In view thereof, the Company may cease operations in a certain jurisdiction in the event that regulatory actions, or changes to law or regulation, will make it illegal for the Company to operate in such jurisdiction, or in case it becomes commercially undesirable for the Company to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
7. Risks Arising from Taxation
The tax characterization of XLN is uncertain. You must seek your own tax advice in connection with your purchase of XLN which may result in adverse tax consequences to you, including the payment of withholding taxes, income taxes, and compliance with tax reporting requirements, among others.
8. Risk of Competing platforms
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the platform and attempt to facilitate services that are materially similar to the Hyper Technologies. services.
9. Risks Arising from Lack of Governance Rights
Because XLN confer no governance rights of any kind with respect to the Hyper Technologies platform or the Company, all decisions involving the Company’s products or services within the platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the platform and the utility of any XLN you own, including their utility for obtaining services, among other possible consequences.
10. Unanticipated Risks
Cryptographic coins such as XLN are new and untested technology. In addition to the risks included in this Annex A of these Terms, there are other risks associated with your purchase, possession, and use of XLN, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A of these Terms.
XLN DISTRIBUTION APPLICATION
1.1. I will keep confidential and will not disclose to third parties (other than my tax or other financial advisors under like conditions of confidentiality) any and all information regarding Hyper Technologies, an exempted company, registered under the laws of Seychelles, (“Hyper Technologies”) provided, however, that this confidential treatment shall not apply to the tax treatment and tax structure of the acquisition of XLN coins and all materials of any kind (including opinions or other tax analyses) that are provided to me relating to such tax treatment and tax structure.
2. Authorization and Indemnification
2.1. I hereby authorize and instruct Hyper Technologies to accept and execute any instructions given by me in relation to any XLN acquired on my behalf. I agree to keep the Company and any one from its Team indemnified against any and all loss of any nature whatsoever arising against any of them as a result of any of them acting upon such instructions and they may each rely conclusively, and shall incur no liability in respect of any action taken, upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine or to be signed by properly authorized persons.
2.2. I indemnify and hold harmless Hyper Technologies and any one from its Team against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon instructions given in relation to any XLN coin purchased by me.
2.3. I indemnify and hold harmless Hyper Technologies and their respective directors, contractors, members, partners, shareholders, officers, employees, agents, and affiliates (collectively, the “Indemnified Parties”) from and against any and all losses, liabilities, damages, penalties, costs, fees and expenses (including legal fees and disbursements) that may result, directly or indirectly, from any inaccuracy in or breach of any representation, warranty, covenant or Application set forth in this Application or in any other document I deliver to Hyper Technologies, or from my assertion of my proper authorization to act.
2.4. I indemnify and hold harmless Hyper Technologies and each of its agents and delegates and each of their respective principals, members, managers, officers, directors, stockholders, employees, and agents (each an Indemnified Party) and hold them harmless from and against any withholding or information reporting related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses) penalties or taxes whatsoever which an Indemnified Party may suffer or incur as a result of any action or inaction on my part (or on the part of any person related to me). This indemnification shall survive my death or the disposition of my XLN coin(s).
2.5. I indemnify and hold harmless Hyper Technologies against any loss arising as a result of a delay or failure to process this application or a redemption request if I have failed to provide such evidence as is required by such parties to satisfy applicable anti-money laundering rules.
2.6. I understand, acknowledge and agree that:
- Any Indemnified Party or other identifiable person who is not a party to this Application may enforce any rights granted to it pursuant to this Application in its own right as if it was a party to this Application. Except as expressly provided in the foregoing sentence, a person who is not a party to this Application shall not have any rights under the Contracts (Rights of Third Parties) Law, 2014 (as amended) to enforce any term of this Application. Notwithstanding any term of this Application, the consent of or notice to any person who is not a party to this Application shall not be required for any termination, rescission or Application to any variation, waiver, assignment, novation, release or settlement under this Application at any time;
- Hyper Technologies may rely conclusively, and shall incur no liability in respect of any action taken, upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine, howsoever given; and
- Hyper Technologies will protect and indemnify its agents, delegates, service providers, officers, directors and other representatives against liability.
I understand, acknowledge and agree as follows:
- Terms not defined herein will be as defined in the Terms and Conditions (collectively, the Coin distribution event terms) located at lunaone.com (the Website).
- References to Coin distribution event terms and the Articles are to those documents as they may be amended from time to time.
3.2. Terms and Conditions
- Terms not defined herein will be as defined in the Terms and Conditions (collectively, the Coin distribution event terms) located at lunaone.com (the Website).
- I understand that XLN coins do not represent nor do they entitle the holder, in any way whatever, to a:
- Depository Account;
- Custodial Account;
- Cash Value Insurance Contract;
- Annuity Contract; or
- Equity, Share, Ownership, Payouts and/or Debt Interest.
- XLN coins are held subject to the terms and conditions of the Coin distribution event terms and this Application (this Application).
- No certificate will be issued in relation to my XLN coins and my personal XLN coin holding will not be reflected, recognized, or recorded in any account or ledger maintained by Hyper Technologies.
3.3. Acquisition and Reversion
- I understand that Acquisitions and Reversions will be processed by Hyper Technologies as per its Coin distribution event terms. For the purposes of this Application, a “Reversion” means a transaction directly between Hyper Technologies and myself whereby XLN coin registered on my public key revert back to a public key owned or controlled by Hyper Technologies or its affiliates in accordance with the Terms and Conditions.
- I understand that, prior to any purchase of XLN coins, I must pay cash or Digital Currency (Contributed Amount) to Hyper Technologies in accordance with the Coin distribution event terms to the cryptocurrency address indicated by Hyper Technologies.
- Upon acceptance of my request to buy XLN coins, the Contributed Amount will be converted for XLN coins in accordance with the Coin distribution event terms.
- Reversion proceeds shall be as expressly agreed upon between me and Hyper Technologies I understand that while I may request reversion of any XLN purchased by me, Hyper Technologies shall, in its own discretion, determine the fair price which it will be willing to agree with respect to the request for reversion (Reversion Proceeds). I understand that the decision is final and that Hyper Technologies shall in no way be obliged to buy back any XLN purchased by me at the point of reversion should both parties fail to reach an agreement as to the buyback purchase price.
- I acknowledge and understand that, for so long as any Reversion Proceeds are held as assets of Hyper Technologies, I shall accept the risk that a creditor of Hyper Technologies may seek to secure and may be successful in securing the discharge of a liability of Hyper Technologies through or out of Hyper Technologies assets, thereby materially adversely affecting the value of my Contributed Amount and/or Reversion Proceeds and potentially reducing one or both to zero. I further acknowledge that any interest accruing with respect to such Contributed Amount and/or Reversion Proceeds held in this manner shall be for the sole and exclusive benefit of Hyper Technologies.
3.4. Anti-Money Laundering
- I understand that Hyper Technologies . (and/or its delegate) may request such evidence as may be necessary to verify the identity and source of my funds for purchasing XLN and to confirm the AML status of any redeeming XLN coin holder. I further understand that Hyper Technologies shall not accept or repay any Contributed Amount and/or application for XLN coins and shall not pay any Reversion Proceeds until all information required for verification purposes shall have been provided by me.
- I understand that if, as a result of any information or other matter which comes to his attention, suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to The Company.
- Hyper Technologies prohibits acceptance of funds by any persons or entities that are acting, directly or indirectly: (i) in contravention of any national and/or international laws and regulations, including anti-money laundering regulations or conventions; (ii) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control  (“OFAC”) or those included in EU Terrorist List by the Council of the European Union, as such lists may be amended from time to time; (iii) 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, unless the Hyper Technologies, after being specifically notified in writing that the Purchaser is such a person, conducts further due diligence, and determines that such acquisition shall be permitted; or (iv) for a foreign shell bank (such persons or entities in (i) – (iv) are collectively referred to as “Prohibited Persons”).
3.5. Electronic Delivery of Reports and Other Communications
- I accept that such electronic communications are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted, or interfered with or without the knowledge of the sender or the intended recipient. Hyper Technologies make no warranties in relation to these matters. Any member of the Hyper Technologies Team reserves the right to intercept, monitor, and retain e-mail messages to and from their systems as permitted by applicable law.
- If I have any doubts about the authenticity of an electronic communication purportedly sent by Hyper Technologies I am required to contact the purported sender immediately. Hyper Technologies acceptance of my XLN coin purchase is not conditioned on my giving consent to electronic delivery of Hyper Technologies related information. If I do not have reliable access to the internet or e-mail, I shall not acquire Coins. I shall not be entitled to receive any information from Hyper Technologies in paper format.
3.6. Representations and Warranties
In consideration of the Hyper Technologies acceptance of my offer to purchase XLN coins and recognizing its reliance thereon, I agree, represent, and warrant to Hyper Technologies. that:
- I am fully in compliance with the Coin distribution event terms;
- No Solicitation —
I am not aware of and am in no way relying on, and did not become aware of the distribution of XLN coins through or as a result of: any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the internet, in connection with the offering and distribution of XLN coins and I am not purchasing XLN coins and did not become aware of the offering of XLN coins through or as a result of any seminar or meeting to which I was invited by, or any solicitation of a subscription by, a person not previously known to me in connection with investments in securities generally;
- Capacity, Understanding and Experience —
- I am responsible for the decision to acquire XLN coins and I have legal competence and capacity to execute this Application;
- I have the knowledge, expertise, and experience in financial matters to evaluate the risks of acquiring XLN coin;
- I am aware of the inherent risks in acquiring XLN and the method by which the assets of the Hyper Technologies. are held and/or traded and that I can bear the risk of loss of my entire coin acquisition;
- I am qualified and authorized to make such acquisition decision and, to the extent deemed necessary, I have consulted my own advisors and legal counsel regarding acquisition of XLN coins. In making the decision to acquire XLN coins, I have not relied on any advice or recommendation from the Hyper Technologies, nor any placement agent associated with the Hyper Technologies, or any of their affiliates.
- To the extent that I am acting on behalf of an entity, I have the full power and authority under such entity’s governing instruments to do so and that entity has the full power and authority under its governing instruments to acquire XLN coins.
4. Binding Effect and Extent of Representations and Warranties
4.1. This Application constitutes a valid and binding Application and is enforceable against me in accordance with its terms.
4.3. I am not, nor is any person or entity controlling, controlled by or under common control with me, a Prohibited Person.
4.4. The funds paid for XLN coins on my own behalf of any of my beneficial owner(s), were not and are not derived from activities that may contravene any national or international laws and regulations, including anti-money laundering laws and regulations.
4.5. To the extent that I may have any beneficial owners, I attest that I have carried out thorough due diligence to establish the identities of such beneficial owners, and that based on such due diligence, I reasonably believe that no such beneficial owners are Prohibited Persons. I represent and warrant that I hold the evidence of such identities and status and will maintain all such evidence for at least five years from the date of my complete redemption from Hyper Technologies, and I will make available such information and any additional information that Hyper Technologies may require upon request in accordance with applicable regulations.
4.6. If any of the representations, warranties, or covenants in this Application cease to be true or if Hyper Technologies no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, Hyper Technologies may, in accordance with applicable regulations, be obligated to freeze my coin rights, either by prohibiting additional acquisition, declining or suspending any redemption requests, or my XLN may immediately be involuntarily redeemed by Hyper Technologies, and Hyper Technologies may also be required to report such action and to disclose my identity to OFAC or other authority. In the event that Hyper Technologies is required to take any of the foregoing actions, I understand and agree that it shall have no claim against Hyper Technologies. and its respective affiliates, directors, members, partners, shareholders, officers, employees, and agents for any form of damages as a result of any of the aforementioned actions.
4.7. Having reviewed the Coin distribution event terms, I hereby agree with Hyper Technologies, subject to Hyper Technologies provisional acceptance, to acquire for as many of the XLN coins as may be purchased based on my Contributed Amount.