TERMS AND CONDITIONS FOR PURCHASE
I and/or you (hereinafter referred to as the “Purchaser” agree to the following Terms and Conditions of Purchase (hereinafter referred to as the “Terms”) in order to purchase UEC tokens (“UEC”) from UE LLC, an exempted company registered in the Cayman Islands (hereinafter referred to the “Company”). Each of you and the Company is hereinafter referred to as a “Party” and, together, the “Parties” to the Terms. This document is not a solicitation for an investment nor does it in any way offer any securities in any jurisdiction. This sole purpose of this document is to describe the terms and conditions for the sale of UEC tokens.
IF YOU DO NOT AGREE TO THE TERMS IN THIS DOCUMENT, YOU MAY NOT PURCHASE UEC FROM THE COMPANY. BY PURCHASING UEC FROM THE COMPANY, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY AT firstname.lastname@example.org. By purchasing UEC, and to the extent permitted by law, you indemnify and hold harmless any of the Company’s past, present and future employees, officers, directors, contractors, consultants, members, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “UEC Team ”) from any liability for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of UEC, including losses associated with the terms set forth below.
YOU ARE HEREBY ADVISED TO CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, OBTAIN THE ADVICE OF A LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF YOU DO NOT AGREE AND ACCEPT THE TERMS OF THIS DOCUMENT, YOU SHOULD NOT PURCHASE UEC.
PURCHASERS OF UEC SHOULD HAVE A BASIC UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF UEC DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR ANY LOSS RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASER. YOUR PARTICIPATION IN THE SALE OF UEC MEANS YOU WILL SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH AND YOU AS THE PURCHASER TAKE FULL RESPONSIBILTY FOR DOING SO.
PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL, THE UEC TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS:
1. Conditions to UEC token sale
YOU MAY NOT PURCHASE A UEC TOKEN IF YOU ARE A CITIZEN, RESIDENT (TAX OR OTHERWISE) OR GREEN CARD HOLDER OF THE CAYMAN ISLANDS. ONLY U.S. PERSONS (DEFINED BY RULE 902 OF THE SECURITIES ACT OF 1933) WHO QUALIFY AS ACCREDITED INVESTORS UNDER SEC EXEMPTION 506 (c) AS DEFINED IN THE CODE OF FEDERAL REGULATIONS TITLE 17 CHAPTER II PART 203.501 MAY PURCHASE UEC TOKENS.
All U.S. Persons purchasing UEC tokens must verify their status as accredited investors by obtaining a written confirmation from one of the following persons or entities below that such person or entity has taken reasonable steps to verify that they are an accredited investor within the prior three months, and one of the following persons or entities below has determined that the purchaser is an accredited investor:
(1) A registered broker-dealer;
(2) An investment adviser registered with the Securities and Exchange Commission;
(3) A licensed attorney who is in good standing under the laws of the jurisdictions in which he or she is admitted to practice law; or
(4) A certified public accountant who is duly registered and in good standing under the laws of the place of his or her residence or principal office.
All U.S. Persons who purchase UEC tokens are responsible for truthfully and accurately a) representing to the Company that they are accredited investors as defined above and b) providing the Company with the required documentation verifying their status.
The Purchaser hereby indemnifies and holds harmless UE LLC and the Smart Contract Supporter and their respective directors, 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 made by the Purchaser or in any document they deliver to UE LLC and the Smart Contract Supporter, or from their assertion that they have the proper authorization to act.
U.S. PERSONS WHO ARE NON-ACCREDITED INVESTORS AS DEFINED IN THE CODE OF FEDERAL REGULATIONS TITLE 17 CHAPTER II PART 203.501 MAY NOT PURCHASE UEC TOKENS.
For residents of the People’s Republic of China (which does not include Hong Kong, Macau, and Taiwan) only: the Tokens may not be marketed, offered or sold directly or indirectly to the public in the People’s Republic of China (the “PRC”) and neither this White Paper nor any corresponding agreement for the purchase of the Tokens (“Purchase Documents”), which has not been submitted to the PRC Securities and Regulatory Commission, nor any offering material or information contained herein relating to the Tokens may be supplied to the public in the PRC, or used in connection with any offer for the subscription or sale of the Tokens to the public in the PRC. The information contained in this White Paper and the Purchase Documents will not constitute an offer to sell or an invitation, advertisement or solicitation of an offer to buy any Tokens within the PRC.
Notice to prospective Purchasers in Singapore: The White Paper and the Purchase Documents have not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore. Accordingly, this White Paper and the Purchase Documents and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Tokens may not be circulated or distributed, nor may the Tokens be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore.
Residents of any country subject to sanctions from the United States of America or the Cayman Islands from time to time including, without limitation, Belarus, Burundi, Central African Republic, Cuba, Iran, North Korea, Somalia, Sudan and Darfur and Syria will not be permitted to enter into the Purchase Documents or otherwise purchase Tokens.
When you purchase or otherwise receive, a UEC token, you may only do so by accepting the following terms of this document and, by doing so, you warrant and represent that the statements below are true and accurate regarding your purchase of the UEC tokens:
- neither the Company nor any member of the UEC Team has provided you with any investment advice;
- you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as Bitcoin and Ethereum, as well as blockchain-based software systems;
- you are legally permitted to receive and hold and make use of UEC in your jurisdiction or any relevant jurisdiction;
- you will supply us with all information and/or documentation we require in order to purchase of UEC;
- you have not made any false, inaccurate or misleading statement to us in the process of purchasing UEC;
- you will provide us with any additional information necessary for the Company to fulfil its legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligations;
- you will notify us promptly of any change in the information you provided us;
- you are of a sufficient age (if an individual) to legally obtain UEC, and you are not aware of any other legal reason to prevent you from obtaining UEC;
- you take sole responsibility for any restrictions and risks associated with receiving and holding UEC, including but not limited to those set out in Annex A;
- by acquiring UEC, you are not making a regulated investment (as interpreted by the regulators in your jurisdiction);
- you are not obtaining or using UEC for any illegal purpose, and will not use UEC for any illegal purpose;
- you waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of UEC;
- your acquisition of UEC does not involve the purchase of shares, ownership interest, or any equivalent interest in any existing or future public or private company, corporation or other entity in any jurisdiction;
- The Company makes no warranty whatsoever, either expressed or implied, regarding the future success of UEC and/or the Ethereum Network;
- You are obtaining UEC on an “as is” and “under development” basis. Therefore, you accept that the Company is providing UEC without providing any warranties in relation to UEC, including, but not limited to, title, merchantability or fitness for a particular purpose;
- you accept that you bear sole responsibility for determining if (i) the acquisition, the allocation, use or ownership of UEC (ii) the potential appreciation or depreciation in the value of UEC over time, if any, (iii) the sale and purchase of UEC; and/or (iv) any other action or transaction related to UEC has tax implications.
2. Overview of UEC sale
UEC is required for proper operation and comprehensive utilization of the UEC Platform (as defined in the white paper (the “White Paper”) provided at https://uec.io (the “Website”) as of the date the Purchaser acquires UEC token. After the UEC sale, each UEC is backed by the activity described in the White Paper. To the extent, they do not contradict these Terms, the rights connected to UEC are subject to the limitations set out in the White Paper, but this should in no case create obligations for the Company in addition to the ones contained in these Terms. The Company reserves the right to circumvent the algorithm used to select if it believes, in its sole discretion, that it could adversely affect the Company or UEC from a regulatory or legal perspective. The Company shall have the right to sell any assets (if already part of UEC’s portfolio) and block their acquisition.
The maximum total amount of UECs available for purchase is 1 billion. Ownership of UEC during the UEC token sale carries no rights express or implied. Purchases of UEC are non-refundable.
The anticipated allocation and distribution of the UEC tokens are as follows:
- Token allocation:
- 80% of the tokens will be available for funding GEM projects
- 20% of the tokens will be held as a reserve by UE LLC
- Revenue distribution
- SEG Magnetics – UE Joint Venture
- 50% SEG Magnetics
- 50% UE LLC
- 80% for UEC token holders
- 20% for UE management & expenses
- SEG Magnetics – UE Joint Venture
3. UEC Price
Purchasers in the UEC token sale will be allocated their UEC tokens in exchange for an initial cost 10 cents US in equivalent tokens
Purchaser must have an Ethereum wallet that supports the ERC-20 token standard in order to receive any UEC purchased from the Company.
4. The timing of UEC Token Sale
The Token distribution will take place over 12 months starting on May 1, 2018 at 13:00 UTC or as amended prior to release. One billion (1,000,000,000) UEC Tokens will be distributed according to the schedule below:-
- 200,000,000 UEC Tokens (20% of the total amount of UEC Tokens to be distributed) will be distributed during a 60-day period beginning on May 1st, 2018 at 13:00 UTC and ending on June 30, 2018 at 12:59:59 UTC (the “Private Presale”). During this phase a 15% bonus will be given to participants.
- 600,000,000 UEC Coins (60% of the total amount of UEC Tokens to be distributed) will then be split evenly into 300 Consecutive 23-hour periods of 2,000,000 UEC Tokens each ending on April 30th 2019 at 13:00:00 UTC (“Public Sale”).
- 200,000,000 UEC (20% of the total amount of UE Tokens) will be held as a reserve by UE LLC and cannot be traded or transferred on any network during the ITO, till May 1st 2019.
5. The Company Will Not Purchase UEC during the UEC Sale
The Company warrants that neither it nor its members will purchase UEC from any third party during the period of the UEC sale.
6. Assumed Risks
IMPORTANT NOTICE: PROSPECTIVE PURCHASERS SHOULD CAREFULLY CONSIDER THE RISKS INVOLVED IN DETERMINING WHETHER PURCHASING THE TOKENS IS A SUITABLE INVESTMENT, CERTAIN OF WHICH ARE SUMMARISED BELOW. THE COMPANY RESERVES THE RIGHT TO UPDATE THIS LIST OF RISK FACTORS AND DISCLOSURES FROM TIME TO TIME.
By purchasing, owning, and using UEC, you expressly acknowledge and assume the following risks:
1- DISCLOSURES REGARDING TOKENS
Nature of Tokens
Except as explicitly set out in this White Paper, Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, including, without limitation, any uses, purpose, attributes, functionalities or features on the UE Platform. The Company does not guarantee and is not representing in any way to a Purchaser that the Tokens have any rights, uses, purpose, attributes, functionalities or features. The purchase of Tokens does not provide a Purchaser with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; is not a loan to the Company; and does not provide the Purchaser with any ownership or other interest in the Company.
A high degree of technical expertise is needed to understand the Tokens, the UE Platform, the UE Smart Contract and the Token Launch. A prospective Purchaser should not proceed with a purchase of the Tokens unless they fully understand the technical aspects involved.
Tokens are non-refundable
Other than instances described in this White Paper related to the non-completion of the Token Launch, the Company is not obliged to provide Token holders with a refund for any reason and Token holders will not receive money or other compensation in lieu of a refund. The Tokens are also not redeemable at the option of the Purchaser. Statements set out in this White Paper are merely expressions of the Company’s objectives and desired work plan to achieve those objectives and no promises of future performance or price are or will be made in respect to Tokens, including no promise of inherent value, and no guarantee that Tokens will hold any particular value.
Tokens are provided on an ‘as is’ basis
The Tokens are provided on an “as is” basis. The Associated Parties and each of their respective directors, officers, employees, shareholders, affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Tokens, including any warranty that the Tokens and the UE Platform will be uninterrupted, error-free or free of harmful components, secure or not otherwise lost or damaged. Except to the extent prohibited by applicable law, the Associated Parties and each of their respective directors, officers, employees, shareholders, affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealings, usage or trade.
Tokens may have no value
The Tokens may have no value and there is no guarantee or representation of liquidity for Tokens. The Company is not and shall not be responsible for or liable for the market value of the Tokens, the transferability and/or liquidity of the Tokens and/or the availability of any market for Tokens through third parties or otherwise.
Lack of development of market of Tokens
There are no warranties that Tokens will be listed or made available for exchange for other cryptocurrency and/or fiat money. It shall be explicitly cautioned that if Tokens are made available on an exchange, such exchange, if any, may not be subject to regulatory oversight, and the Company does not give any warranties in relation to any exchange services providers. Because there has been no prior public trading market for Tokens, the Token Launch may not result in an active or liquid market for Tokens, and the price of Tokens may be volatile. Token holders may not be able to dispose of Tokens easily and where no secondary market develops, a Token holder may not be able to liquidate at all. Proposed transfers of the Tokens may be blocked by the Company in circumstances where the proposed transferee has not already completed the Company’s KYC and AML procedures (including, without limitation, verification of identity and source of funds) to its satisfaction. Purchasers should be aware of the restrictions on their subsequent sale.
Risks relating to highly speculative prices
The valuation of cryptocurrency in a secondary market is usually not transparent, and highly speculative. The Tokens do not hold any ownership rights to the Company’s assets and, therefore, are not backed by any tangible asset. The value of Tokens in the secondary market, if any, may fluctuate greatly within a short period of time. There is a high risk that a Purchaser could lose its entire contribution amount. In the worst-case scenario, Tokens could be rendered worthless.
The Token Launch and the performance of the Company’s activities set out in the White Paper and the development roadmap may be interrupted, suspended or delayed due to force majeure circumstances. “Force majeure” shall mean extraordinary events and circumstances which could not be prevented by the Company and shall include: changes in market forces or the technology, acts of nature, wars, armed conflicts, mass civil disorders, industrial actions, epidemics, lockouts, slowdowns, prolonged shortage or other failures of energy supplies or communication service, acts of municipal, state or federal governmental agencies, other circumstances beyond the Company’s control, which were not in existence at the time of Token Launch.
Unlike bank accounts or accounts at financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by the Company to offer recourse to a Purchaser.
2- GOVERNMENTAL DISCLOSURES
The Company is not a regulated mutual fund
The Company is not regulated as a mutual fund for the purposes of the Mutual Funds Law (2015 Revision) of the Cayman Islands (“MFL”) on the basis that Tokens are not limited liability company interests and the Company is therefore not a registrable mutual fund. In addition, the Tokens are not redeemable at the option of the Purchaser and so the Tokens and the Company are considered ‘closed-ended’. Accordingly, neither a copy of this White Paper nor details about the Company have been filed with the Cayman Islands Monetary Authority (“CIMA”). Because the Company is not a regulated mutual fund, the Company is not subject to the supervision of CIMA and the Company is not required to have its accounts audited nor submit such accounts to CIMA.
If the Company were regulated as a mutual fund under the MFL, it would need to comply with regulatory requirements designed to protect investors, including the requirement to limit the minimum aggregate Token purchase amount to US$100,000 or its equivalent in any other currency in order for it not to be licensed or administered by a licensed mutual fund administrator. The Company would also need to pay a prescribed initial registration fee.
These are matters which would be required in connection with an initial registration under the MFL. The Company would also then have ongoing obligations under the MFL following its initial registration, including the obligation to file with CIMA prescribed details of any changes to this White Paper; to file annually with CIMA accounts audited by an approved auditor and a fund annual return; and to pay a prescribed annual fee.
If Company were a regulated mutual fund, it would also be subject to the supervision of CIMA, and CIMA would have wide powers to take certain actions if certain events occur.
Risk of unfavorable regulatory action in one or more jurisdictions
The regulatory status of cryptographic tokens, digital assets, and blockchain technology is undeveloped, varies significantly among jurisdictions and is subject to significant uncertainty. It is possible that certain jurisdictions may adopt laws, regulations, policies or rules directly or indirectly affecting the Ethereum network, or restricting the right to acquire, own, hold, sell, convert, trade, or use Tokens. Developments in laws, regulations, policies or rules may alter the nature of the operation of the blockchain network upon which the Tokens are dependent. There can be no assurance that governmental authorities will not examine the operations of Associated Parties and/or pursue enforcement actions against Associated Parties. All of this may subject Associated Parties to judgments, settlements, fines or penalties, or cause Associated Parties to restructure their operations and activities or to cease offering certain products or services, all of which could harm Associated Parties’ reputations or lead to higher operational costs, which may, in turn, have a material adverse effect on the Tokens and/or the development of the UE Platform.
Purchaser bears the responsibility of legal categorization
There is a risk that Tokens might be considered a security in certain jurisdictions, or that they might be considered to be a security in the future. The Company does not provide any warranty or guarantee as to whether the Tokens will be a security in the jurisdiction of the Purchaser. Each Purchaser will bear all consequences of Tokens being considered a security in their respective jurisdiction. Every Purchaser is responsible to confirm if the acquisition and/or disposal of Tokens is legal in its relevant jurisdiction, and each Purchaser undertakes not to use Tokens in any jurisdiction where doing so would be unlawful. If a Purchaser establishes that the purchase or use of Tokens is not legal in its jurisdiction (or would only be legal if the company had taken additional steps such as registration or licensing), it should not acquire Tokens and immediately stop using or possessing Tokens.
Acquiring Tokens in exchange for cryptocurrency will most likely continue to be scrutinized by various regulatory bodies around the world, which may impact the usage of Tokens. The legal ability of the Company to provide or support Tokens in some jurisdictions may be eliminated by future regulation or legal actions. In the event that the Company determines that the purchase or usage of Tokens is illegal in a certain jurisdiction, the Company may cease operations in that jurisdiction, or adjust Tokens in a way to comply with applicable law.
Purchaser bears responsibility for complying with transfer restrictions
Tokens may be placed on third-party exchanges, giving future purchasers and users an opportunity to openly buy Tokens. A user seeking to enter the UE Platform following the Token Launch will have to buy Tokens on such exchanges. Conversely, Tokens may be sold on such exchanges if the holder of Tokens would like to exit the UE Platform ecosystem. Existing laws on the circulation of securities in certain countries may prohibit the sale of the Tokens to the residents of those countries. When buying Tokens, Purchasers should be aware of the restrictions on their subsequent sale.
3- GENERAL SECURITY RISKS
Risk of theft and hacking
Token generation events and initial coin offerings are often targeted by hackers and bad actors. Hackers may attempt to interfere with the Purchaser’s digital wallet, whether located on the UE Platform or otherwise, (the “Purchaser’s Wallet”), the UE Smart Contract or the availability of Tokens in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks. Any such attack may result in theft of a Purchaser’s Tokens.
Tokens purchased by a Purchaser may be held by a Purchaser in the Purchaser’s Wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Purchaser’s Wallet or vault storing the Tokens will 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 or vault service Purchaser uses, may be able to misappropriate Purchaser’s Tokens. The Company is not responsible for and shall be held harmless in respect of any such losses.
Failure to map a public key to Purchaser’s Wallet
Failure of the Purchaser to map a public key to such Purchaser’s Wallet may result in third parties being unable to recognize the Purchaser’s Token balance on the Ethereum blockchain when and if they configure the initial balances of a new blockchain based upon the UE Platform.
Risk of incompatible wallet service
The wallet or wallet service provider used for the acquisition and storage of the Tokens has to be technically compatible with the Tokens. The failure to assure this may result in the Purchaser not being able to gain access to its Tokens.
Risk of weaknesses or exploitable breakthroughs in the field of cryptography
Advances in cryptography, or other technological advances such as the development of quantum computers, could present risks to cryptocurrencies, Ethereum and Tokens, which could result in the theft or loss of Tokens.
Internet transmission risks
There are risks associated with using Tokens including, but not limited to, the failure of hardware, software, and internet connections. The Company shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the UE Platform and Tokens, howsoever caused. Transactions in cryptocurrency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Cryptocurrency transactions are deemed to be made when recorded on a public ledger, which is not necessarily the date or time when the transaction is initiated.
4- UE PLATFORM DISCLOSURES
No guarantee that the UE Smart Contract will be developed
Each Purchaser acknowledges, understands and agrees that such Purchaser should not expect and there is no guarantee or representation or warranty by the Company that:
- the UE Platform will ever be adopted;
- the UE Platform will be adopted as developed by the Company and not in a different or modified form;
- a blockchain utilizing or adopting the Company will ever be launched; and
- a blockchain will ever be launched with or without changes to the UE Platform and with or without a distribution matching the fixed balance of Initial Tokens (as defined below).
Furthermore, the Tokens initially generated upon the Token Launch (“Initial Tokens”) will not have any functionality or rights on the UE Platform and holding Initial Tokens is not a guarantee, representation or warranty that the holder will be able to use the UE Platform, or receive any tokens utilized on the UE Platform, even if the UE Platform is launched and the UE Smart Contract is adopted, of which there is no guarantee, representation or warranty made by the Company.
Risks associated with the UE Smart Contract and associated software and/or infrastructure
The UE Smart Contract is based on the Ethereum blockchain. As such, any malfunction, unintended function or unexpected functioning of the Ethereum protocol may cause the Tokens and/or the UE Platform to malfunction or function in an unexpected or unintended manner.
The Ethereum blockchain rests on open source software, and accordingly there is the risk that the UE Smart Contract may contain intentional or unintentional bugs or weaknesses which may negatively affect Tokens or result in the loss or theft of Tokens or the loss of ability to access or control Tokens. In the event of such a software bug or weakness, there may be no remedy and Token holders are not guaranteed any remedy, refund or compensation.
On the Ethereum blockchain, timing of block production is determined by proof of work so block production can occur at random times. For example, Ether transferred to the Company’s recipient digital wallet address in the final seconds of a distribution period may not get included for that period.
Purchaser acknowledges and understands that the Ethereum blockchain may not include the Purchaser’s transaction at the time the Purchaser expects, and the Purchaser may not receive the Tokens the same day the Purchaser sends Ether. The Ethereum blockchain is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. The Purchaser acknowledges and understands that Ethereum block producers may not include the Purchaser’s transaction when the Purchaser wants or the Purchaser’s transaction may not be included at all.
Ether, the native unit of account of the Ethereum blockchain may itself lose value in ways similar to the Tokens, and also other ways. More information about Ethereum is available at http://www.ethereum.org.
Risks associated with the Company’s Business.
The UE Platform’s success depends on its continued innovation to provide new, and improve upon existing, products and services that make the UE Platform useful for users. As a result, the Company must continually invest significant resources in research and development to improve the attractiveness and comprehensiveness of its products and services and effectively incorporate new mobile, internet, blockchain and other technologies into them. If the Company is unable to continue offering high-quality, innovative products and services, it may be unable to attract additional users or retain current users, which could harm its business, results of operations and financial condition.
In addition, the Company’s success depends on its ability to continue to attract users to its UE Platform and enhance their engagement with its products and services. The UE Platform’s existing and potential competitors include, but are not limited to, companies that operate, or could develop similar mobile applications and websites. These companies could devote greater technical and other resources than the Company has available, have a more accelerated timeframe for deployment and leverage their existing user bases and proprietary technologies to provide products and services that users might view as superior to the UE Platform’s offerings. Any of the UE Platform’s future or existing competitors may introduce different solutions that attract users or provide solutions similar to the UE Platform’s but with better branding or marketing resources. If the Company is not able to continue to attract users to the UE Platform, its business, results of operations and financial condition would be harmed.
The UE Platform’s future success also substantially depends on the continued use of the internet as the primary medium building social communities. For any number of reasons, internet use may not continue to develop as the Company anticipates. If users begin to build communities outside of the UE Platform and the Company fails to innovate, its business, results of operations and financial condition may be negatively impacted. Further, the forum and social networking market, especially using blockchain technology, is in the early stages of development, and significant shifts in social networks occur constantly and rapidly. The Company continues to learn a great deal about the market participants as the industry evolves. The Company may not successfully anticipate or keep pace with industry changes, and it may invest considerable financial, personnel and other resources to pursue strategies that do not, ultimately, prove effective such that its business, results of operations and financial condition may be harmed.
The content creators and consumers that are the potential users of the UE Platform are affected by local, regional, national and international economic conditions and other events and occurrences that affect the use of the UE Platform.
Irreversible nature of blockchain transactions
Transactions involving Tokens that have been verified, and thus recorded as a block on the blockchain, generally cannot be undone. Even if the transaction turns out to have been in error, or due to theft of a user’s Tokens, the transaction is not reversible. Further, at this time, there is no governmental, regulatory, investigative, or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen cryptocurrencies and digital tokens. Consequently, the Company may be unable to replace missing Tokens or seek reimbursement for any erroneous transfer or theft of Tokens.
Amendments to protocol
The development team and administrators of the source code for Ethereum blockchain or the UE Smart Contract could propose amendments to such network’s protocols and software that, if accepted and authorized, or not accepted, by the network community, could adversely affect the supply, security, value, or market share of Tokens.
Risk of mining attacks
As with other decentralized cryptocurrencies, Ethereum blockchain, which is used for the Tokens, is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks.
Any successful attacks present a risk to the Tokens, expected proper execution and sequencing of Tokens, and expected proper execution and sequencing of Ethereum contract computations in general. Despite the efforts of the Company and Ethereum Foundation, the risk of known or novel mining attacks exists. Mining attacks, as described above, may also target other blockchain networks, with which the Tokens interact with and consequently the Tokens may be impacted also in that way to the extent described above.
5- COMPANY DISCLOSURES
Legal structure of Token generator
The Company is a limited liability company formed and registered in the Cayman Islands pursuant to the Limited Liability Companies Law (Revised) of the Cayman Islands. A limited liability company is a body corporate which has separate legal personality capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, and having perpetual succession. The constitution of a limited liability company is contained in its limited liability company operating agreement (the “LLC Agreement”). The LLC Agreement typically include provisions for the management of the company including whether the company is to be managed by its members or by appointed managers. A Cayman limited liability company may, via its LLC Agreement, allow its managers to contract out of any additional fiduciary duties (over and above the duty to act in good faith) and may also indemnify officers and managers of the company from all liabilities and expenses incurred by search persons in the performance of their duties.
As a Token holder, you are not a party to the LLC Agreement and are not entitled to any right or interest in or to limited liability company interests of the Company and have no rights to appoint or remove the managers or officers of the Company.
Because Tokens confer no governance rights of any kind with respect to the UE Platform or the Company, all decisions involving the Company’s products or services within the UE Platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the UE Platform and the value and/or utility of any Token you own.
Dependence on management team
The ability of the UE Platform project team which is responsible for maintaining competitive position of the UE Platform is dependent to a large degree on the services of a senior management team. The loss or diminution in the services of members of such senior management team or an inability to attract, retain and maintain additional senior management personnel could have a material adverse effect on the UE Platform and the value of the Tokens. Competition for personnel with relevant expertise is intense due to the small number of qualified individuals, and this competition may seriously affect the Company’s ability to retain its existing senior management and attract additional qualified senior management personnel, which could have a significant adverse impact on the UE Platform and the value of the Tokens.
Risks related to reliance on third parties
Even if completed, the UE Platform will rely, in whole or in part, on third-parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third-parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, any of which might have a material adverse effect on the UE Platform and the value of the Tokens.
Insufficient interest in the UE Platform and the Tokens
It is possible that the UE Platform or Tokens will not be used by a large number of individuals, businesses and organizations and that there will be limited public interest in the creation and development of its functionalities. Such a lack of interest could impact the development of the UE Platform and the value of the Tokens.
UE Platform development risks
The development of the UE Platform and/or UE Smart Contract may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
Changes to the UE Platform
The UE Platform is still under development and may undergo significant changes over time. Although Associated Parties intend for the UE Platform to have the features and specifications set forth in this White Paper, changes to such features and specifications may be made for any number of reasons, any of which may mean that the UE Platform does not meet the expectations of the Purchaser.
The UE Platform may give rise to other, alternative projects, promoted by parties that are affiliated or unaffiliated with the Associated Parties, and such projects may provide no benefit to the UE Platform.
Disclosures relating to conflicts of interest
Any of the Associated Parties may be engaged in transactions with related parties and conflicts of interest may arise, potentially resulting in the conclusion of transactions on terms not determined by market forces.
6- GEM AND SEG DISCLOSURES
Incomplete technology for GEM and SEG
The technology underpinning the development of the GEM and SEG is not yet finalized. There is a risk that the technology will never be finalized and that the GEM and SEG will never be developed or become fully functional/operational. This could result in a total loss of value of a Token and the termination of the UE Platform.
GEM and SEG may not function as predicted
The GEM and SEG machines may not function as predicted even if the technology is subsequently developed. If the GEM and SEG machines do not function as predicted, the value of the Tokens will be harmed and they could be rendered worthless or unusable.
By (i) accessing or accepting possession of any information in this White Paper (or any part thereof) or (ii) transferring payment (whether in fiat currency or cryptocurrency) and agreeing to purchase the Tokens, each Purchaser agrees and acknowledges that:
- the Tokens do not and are not intended to constitute securities in any jurisdiction. This White Paper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction;
- the Tokens are meant for internal use within the UE Platform and are not intended as securities or other assets to be used for speculative trading purposes. The Company does not operate an exchange for Tokens and there is no guarantee of the future value of the Tokens. The Company does not take any responsibility for any trade in Tokens in or through third-party exchanges. The possibility exists that the Tokens could be worth nothing;
- the Company’s White Paper does not constitute or form part of any opinion on, any advice to buy or sell, or any solicitation of any offer to purchase any Tokens nor shall it or any part of it nor the fact of its present form the basis of, or be relied upon in connection with, any contract or any investment or purchase decision;
- no regulatory authority in any applicable jurisdiction has examined or approved of the information set out in this White Paper and the publication, distribution or dissemination of the White Paper to you does not imply that any applicable laws, regulatory requirements or rules have been complied with;
- any agreement as between the Company and a Purchaser, and in relation to any sale and purchase, of Tokens is, in the absence of Purchase Documents, to be governed by this White Paper;
- notwithstanding any other section of this White Paper, and to the extent permissible by applicable laws, the Company shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on this White Paper or any part thereof by a Purchaser;
- no information in the White Paper should be considered to be business, legal, financial or tax advice regarding the Company, the Tokens or the Token Launch;
- they should consult their own legal, financial, tax or other professional advisers regarding the Company and its respective businesses and operations, the Tokens and the Token Launch;
- the Company may collect information from the operation of the UE Platform sent by the Purchaser’s computer, mobile phone, or other access devices. This information may include the Purchaser’s IP address, device information including, but not limited to, identifier, name, and type, operating system, mobile network information and standard web log information, such as the Purchaser’s browser type, and the pages the Purchaser accessed on the Company’s website. When the Purchaser uses a location-enabled device with the Company’s website, the Company may collect geographical location data or use various means to determine the location, such as sensor data from the Purchaser’s device that may, for instance, provide data on nearby cell towers and Wi-Fi access spots. When the Purchaser accesses the website or UE Platform, the Company or its applicable third party service providers on behalf of the Company may place small data files called cookies on the Purchaser’s computer or other devices. The Company may share the Purchaser’s personal data with third parties in order to complete the Token Launch, reveal or suppress fraud, fix technical bugs or eliminate security problems. The Company will disclose the Purchaser’s personal data in so far as is necessary to complete the Token Launch and fulfill the purposes set out above. The processing of the Purchaser’s personal information shall otherwise be in accordance with the terms of the Company’s privacy policies in effect from time to time;
- the Company will process the Purchaser’s personal data to market, conduct and perform technical analysis on the completion of the Token Launch. Processing of the Purchaser’s personal data will also be carried out in order to: (a) fulfil the Company’s obligations under this White Paper and under applicable law (including to comply with its AML and KYC policies and procedures); (b) complete the Purchaser’s registration; (c) provide technical support and (d) to assist the Company in the development of the UE Platform and the performance of the activities set out in this White Paper;
- they may receive commercial electronic messages and advertising materials from Company or third parties by order of the Company on the email address and the mobile phone number that the Purchaser provided to the Company throughout the use of the website or UE Platform. At any time, the Purchaser will be entitled to withdraw its consent to receive such materials by following the instructions provided in such materials; and
- all agreements, notices, disclosures and other communication that the Company provide pursuant to this White Paper or in connection with or related to the Purchaser’s acquisition of Tokens, may be provided by the Company, in its sole discretion, to the Purchaser, in electronic form.
By (i) accessing or accepting possession of any information in this White Paper (or any part thereof) or (ii) transferring payment (whether in fiat currency or cryptocurrency) and agreeing to purchase the Tokens, each Purchaser represents and warrants to the Company as follows:
- that they have read, understood and accepted sole responsibility for the disclosed and undisclosed risks, disclaimers and other disclosures inherent in participating in the Token Launch and the purchasing of Tokens as set out in this White Paper;
- that they are not a citizen or resident of any jurisdiction or territory into which a sale or distribution of the Token would be unlawful (each a “Prohibited Territory”) and are not purchasing the Tokens on behalf of, whether directly or indirectly, a citizen of any Prohibited Territory;
- that they have the power to enter into, exercise any rights and perform and comply with their obligations under this White Paper and their entry into, exercise of their rights and/or performance of or compliance with their obligations under this White Paper including accessing, distribution or dissemination of this White Paper, is not prohibited or restricted by the applicable laws, regulations or rules in the Purchaser’s jurisdiction or country of residence, and where any restrictions in relation to the aforementioned are applicable, the Purchaser:
- accepts sole liability for non-compliance with such applicable laws, regulations and rules in the Purchaser’s jurisdiction or country of residence; and
- has observed and complied with all such applicable laws, regulations and rules in the Purchaser’s jurisdiction or country of residence at the Purchaser’s own and sole expense;
- that all actions, conditions and things required to be taken, fulfilled and done:
- in order to enable the Purchaser to lawfully enter into, exercise their rights and perform and comply with their obligations imposed by this White Paper and to ensure that those obligations are legally binding and enforceable; and
- for the issue of the Tokens on the terms and conditions set out in this White Paper, have been taken, fulfilled and done;
- that all the Purchaser’s obligations under this White Paper are valid, binding and enforceable on such Purchaser in accordance with their terms;
- that the Purchaser has adequate understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based systems, cryptocurrency wallets or other related coin/token storage mechanisms, blockchain technology and smart contract technology;
- that the Purchaser is not exchanging cryptocurrencies for Tokens for the purpose of speculative investment or for the purpose of exchanging one form of virtual currency for another, with the present intention of delivering the Tokens to another person, in a coordinated series of steps intended to complete a single transaction;
- that the Purchaser is acquiring Tokens primarily for use in the UE Platform; and
- that all of the above representations and warranties are true, complete, accurate and non-misleading from the time of the Purchaser’s pre-registration (where applicable) and purchase of Tokens pursuant to the Token Launch
9- OTHER NOTICES
AML AND KYC
Measures aimed at the prevention of money laundering and terrorist financing will require a Purchaser to verify their identity and/or the source of funds to the Company. This procedure may apply on all or any of (i) the initial purchase of the Tokens, (ii) the use of the UE Platform, (iii) the transfer of the Tokens, (iv) the receipt of any Tokens via the UE Smart Contract or (v) as the Company deems necessary or desirable in connection with its AML and KYC policies and procedures.
By way of example, an individual may be required to produce the original passport or identification card or copy duly certified by a public authority such as a notary public, the police or the ambassador in his country of residence, together with two original documents evidencing his address such as a utility bill or bank statement or duly certified copies. In the case of corporate applicants this may require production of a certified copy of the Certificate of Incorporation (and any change of name) and of the Memorandum and Articles of Association (or equivalent), and of the names and residential and business addresses of all directors and beneficial owners.
The details given above are by way of example only and the Company will request such information and documentation as it considers is necessary to verify the identity and source of funds of a prospective Purchaser.
Each Purchaser acknowledges that the Company shall be held harmless against any loss arising as a result of a failure to provide such information and documentation as has been requested by the Company.
Each Purchaser further acknowledges and agrees that any failure by them to comply with the Company’s requests in relation to measures aimed at the prevention of money laundering and terrorist financing, may result in action being taken against the Purchaser in respect of the Tokens including, without limitation, the suspension or withdrawal of the Purchaser’s account on the UE Platform or the Tokens held by them.
10- TAXATION OF UEC AND TAXATION RELATED TO THE ICO
The Purchaser bears the sole responsibility to determine if the purchase of UEC with BTC, LTC, ETH or the potential appreciation or depreciation in the value of UEC over time has tax implications for the Purchaser in the Purchaser’s home jurisdiction. By purchasing UEC, and to the extent permitted by law, the Purchaser agrees to indemnify and hold harmless any of the Company and/or its affiliates’, members, directors, members or advisors liable for any tax liability associated with or arising from the purchase of UEC.
11- 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 APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO USE, UEC OR (ii) THE UEC 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 OF THE UEC TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, 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, UEC, OR ARISING OUT OF ANY INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO UEC. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE UEC TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF UEC, AND THAT THE RISK OF PURCHASING AND USING UEC RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE UEC TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER PAID TO THE COMPANY FOR THE PURCHASE OF UEC. 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 UEC TEAM.
12- COMPLETE AGREEMENT
These Terms set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of UEC. For facts relating to the sale and purchase, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of UEC and supersede any public statements about the UEC token sale made by third parties or by the UEC Team or individuals associated with any of the UEC Team, past and present and during the UEC token sale.
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.
14- 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 right 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 UEC Team shall be deemed a modification of these Terms nor be legally binding.
15- 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 sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing UEC. The Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.
16- COOPERATION WITH LEGAL AUTHORITIES
The Company will cooperate with all law enforcement inquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the UEC Team from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of UEC; (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 its defense, at your expense, of any claim subject to indemnification under this Section 17. 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 responsible for implementing reasonable measures for securing the wallet, vault or another storage mechanism you use to receive and hold UEC purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.
Currently, only English versions of any UEC’s communications is considered official. The English version shall prevail in case of differences in translation.
20- GOVERNING LAW
The Terms, the arbitration clause contained in them, 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 English law.
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 LCIA Rules which will be deemed to be incorporated by reference into this clause, 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 number of arbitrators shall be three. The seat of the arbitration shall be London. The language of the arbitration shall be English.
A dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual 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.
UE LLC, an exempted company registered under the laws of the Cayman Islands (hereinafter referred to in this section as “We”) is committed to protecting and respecting your privacy.
INFORMATION WE COLLECT FROM YOU
We will collect and process the following data about you:
- Information you give us. This is information about you that you give us by filling in forms on the Website (https://uec.io) or by corresponding with us by phone, e-mail or otherwise. The information you give us may include your name, address, e-mail address and phone number, financial and credit card information, personal description and photograph
- Information we collect about you. With regard to each of your visits to our site we will automatically collect the following information:
- technical information, including the Internet protocol (IP) address used to connect your computer to the Internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform;
- information about your visit, including the full Uniform Resource Locators (URL), clickstream to, through and from our site (including date and time), products you viewed or searched for, page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), methods used to browse away from the page, and any phone number used to call our customer service number.
- Information we receive from other sources. We are working closely with third parties (including, for example, business partners, sub-contractors in technical, payment and delivery services, advertising networks, analytics providers, search information providers, credit reference agencies) who may provide us information about you.
USES MADE OF THE INFORMATION
We use information held about you in the following ways:
- Information you give to us. We will use this information:
- to carry out our obligations arising from any contracts entered into between you and us and to provide you with the information, products and services that you request from us;
- to comply with applicable laws and legislation;
- to provide you with information about other goods and services we offer that are similar to those that you have already purchased or enquired about;
- to notify you about changes to our service;
- to ensure that content from our site is presented in the most effective manner for you and for your computer.
- Information we collect about you. We will use this information:
- to administer our site and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes;
- to comply with applicable laws and legislation;
- to improve our site to ensure that content is presented in the most effective manner for you and for your computer;
- to allow you to participate in interactive features of our service, when you choose to do so;
- as part of our efforts to keep our site safe and secure;
- to measure or understand the effectiveness of advertising we serve to you and others, and to deliver relevant advertising to you;
- to make suggestions and recommendations to you and other users of our site about goods or services that may interest you or them.
- Information we receive from other sources. We will combine this information with information you give to us and information we collect about you. We will use this information and the combined information for the purposes set out above (depending on the types of information we receive).
DISCLOSURE OF YOUR INFORMATION
You agree that we have the right to share your personal information with:
- Any member of our group, which means 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 (“UEC Team”).
- Selected third parties including business partners, suppliers, and sub-contractors for the performance of any contract we enter into with them or you;
We will disclose your personal information to third parties:
- In the event that we sell or buy any business or assets, in which case we will disclose your personal data to the prospective seller or buyer of such business or assets.
- If UE LLC or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.
- In the event of any criminal investigation directly involving you, we will disclose the relevant information to investing authorities, but only to those authorities who have obtained the legal right to compel the Company to disclose such information.
Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorized access.
You have the right to ask us not to process your personal data for marketing purposes. You can also exercise the right at any time by contacting us at email@example.com.
Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers, and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.
UEC SALE APPLICATION
- 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 UE LLC, an exempted company, registered under the laws of Cayman Islands, (“UEC”), however, that this confidential treatment shall not apply to the tax treatment and tax structure of an acquisition of UEC tokens 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.
- Authorization and Indemnification
- I hereby authorize and instruct UE LLC and the Smart Contract Supporter to accept and execute any instructions given in relation to any UEC acquired by me. I agree to keep each of them indemnified against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon such instructions and they may each rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instruments believed in good faith to be genuine or to be signed by properly authorized persons.
- I indemnify and hold harmless UE LLC and the Smart Contract Supporter 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 UEC token purchased by me.
- I indemnify and hold harmless UE LLC and the Smart Contract Supporter and their respective directors, 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 UE LLC and the Smart Contract Supporter, or from my assertion of my proper authorization to act.
- I indemnify and hold harmless UE LLC and the Smart Contract Supporter and each of its agents and delegates and each of their respective principals, members, managers, officers, directors, stockholders, employees, and agents (each a FATCA Indemnified Party) and hold them harmless from and against any withholding and any FATCA (or other withholding or information reporting) related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses) penalties or taxes whatsoever which a FATCA 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 UEC token(s).
- I indemnify and hold harmless the UE LLC and the Smart Contract Supporter 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.
- I understand, acknowledge and agree that:
- Any Indemnified Party, FATCA Indemnified Party or other identifiable people 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;
- UE LLC and the Smart Contract Supporter may rely conclusively upon 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
- UE LLC and the Smart Contract Supporter 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 White Paper and Terms and Conditions (collectively, the Token Sale Terms) located at https://uec.io (the Website).
- References to Token Sale Terms and the Articles are to those documents as they may be amended from time to time.
- White Paper and/or Terms and Conditions
- I have received and reviewed: (i) the Token Sale Terms and have taken appropriate legal and tax advice with respect to the same.
- I understand that UEC tokens 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 and/or Debt Interest in UE LLC; (As such terms are defined in the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations, 2015, BTLG1-8265751-5.)
- Terms of Token
- UEC tokens are held subject to the terms and conditions of the Token Sale Terms and this Application (this Application).
- No certificate will be issued to in relation to my UEC tokens and my personal UEC token holding will not be reflected, recognized or recorded in any account or ledger maintained by UE LLC.
- Acquisition and Reversion
- I understand that Acquisitions and Reversions will be processed by UE LLC as per its Token Sale Terms. For the purposes of this Application, a “Reversion” means a transaction directly between UE LLC and you whereby UEC token registered on your public key revert back to a public key owned or controlled by UE LLC or its affiliates in accordance with the Terms and Conditions.
- I understand that, prior to any purchase of UEC tokens, I must pay cash or Digital Currency (Contributed Amount) to UE LLC in accordance with the Token Sale Terms to the cryptocurrency address indicated by UE LLC.
- Upon acceptance of my request to buy UEC tokens, the Contributed Amount will be converted for UEC tokens in accordance with the Token Sale Terms.
- Any Reversion proceeds realized and due to me following a Reversion of UEC tokens held by me at the point of Reversion (Reversion Proceeds) in accordance with Token Sale Terms shall be paid to me as soon as practicable in the manner set forth in the Token Sale Terms. Contributed Amount or Reversion Proceeds shall be transferred and/or reflected on the same Digital Currency address from which the Contributed Amount was originally remitted unless such account or Digital Currency address has been changed and notified to UE LLC and all relevant anti-money laundering and other verification procedures have been complied with prior to withdrawal. No Contributed Amount or Reversion Proceeds shall be paid to any Third Party account in respect of UEC tokens held by me and reverted.
- I acknowledge and understand that, for so long as any Reversion Proceeds are held as assets of UE LLC, I shall accept the risk that a creditor of UE LLC may seek to and may be successful in securing discharge of a liability of UE LLC out of UE LLC assets, thereby materially adversely affecting the value of my Contributed Amount and/or Reversion Proceeds and potentially reducing one or both to zero. Furthermore, I acknowledge that any interest accruing with respect to such Contributed Amount and/or Reversion Proceeds held in this manner shall be for the benefit of UE LLC only.
- Anti-Money Laundering
- UE LLC (and/or its delegate) may request such evidence as is necessary to verify the identity and source of funds of a prospective token purchaser and to confirm the AML status of any redeeming UEC token holder. UE LLC shall not accept or repay any Contributed Amount and/or application for UEC tokens and shall not pay any Reversion Proceeds until all information required for verification purposes has been provided.
- If, as a result of any information or other matter which comes to his attention, any person resident in the Cayman Islands knows or 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: (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law (Revised) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering; or (ii) a police constable not below the rank of inspector, or the Financial Reporting Authority, pursuant to the Terrorism Law (Revised) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
- UE LLC prohibits acceptance of funds by any persons or entities that are acting, directly or indirectly: (i) in contravention of any U.S. 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”), as such list 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 UE LLC, 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”).
- Tax Information Exchange Obligations
- I acknowledge that UE LLC may be subject to certain obligations (the Tax Information Exchange Obligations) to gather and disclose to the competent authorities information relating to purchasers of UEC token under: (i) the United States Foreign Account Tax Compliance Act provisions enacted under the United States Hiring Incentives to Restore Employment Act and any guidance, or regulations relating thereto (FATCA); (ii) any other legislation, regulations or guidance enacted in any jurisdiction which seeks to implement similar tax reporting, tax information exchange, reporting and/or withholding tax regimes (including the OECD Common Reporting Standard on the automatic exchange of financial account information); (iii) any intergovernmental Application between the Cayman Islands (or any Cayman Islands government body) and the U.S., the U.K. or any other jurisdiction (including any government bodies in any other such jurisdiction), entered into, in order to comply with, facilitate, supplement or implement the legislation, regulations or guidance described in (i) and (ii), including the OECD Multilateral Competent Authority Application; and (iv) any legislation, regulations or guidance in the Cayman Islands that give effect to the foregoing.
- I shall execute properly and provide to UE LLC in a timely manner any documentation or other information that UE LLC or its agents may request in writing from time to time in connection with the Tax Information Obligations. I waive any provision under the laws and regulations of any jurisdiction that would, absent a waiver, prevent or inhibit UE LLC’s compliance with applicable law as described in this paragraph, including but not limited to by preventing either (i) the Purchaser from providing any requested information or documentation, or (ii) the disclosure by UE LLC and its agents of the provided information or documentation to applicable regulatory authorities.
- Without limitation, I shall provide any documentation or other information regarding myself and my beneficial owners requested by UE LLC or its agents in connection with the Tax Information Exchange Obligations.
- If I provide information and/or documentation that is in anyway misleading, or I fail to provide UE LLC or its agents or delegates with the information and documentation that has been requested, (whether or not such action or inaction leads to compliance failures by UE LLC, or a risk of UE LLC or its token holders being subject to withholding tax or other penalties), UE LLC reserves the right:
- to take any action and/or pursue all remedies at UE LLC’s disposal including, without limitation, compulsory Reversion of my UEC tokens in full or in part; and
- to hold back from any Reversion proceeds in respect of the Tokens so reverted, any liabilities, costs, expenses or taxes arising (directly or indirectly) from such action or inaction.
- Further, I shall have no claim against UE LLC or Smart Contract Supporter, or either of their agents or delegates, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of UE LLC or Smart Contract Supporter in order to comply with the Tax Information Exchange Obligations.
- 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. UE LLC and Smart Contract Supporter make no warranties in relation to these matters. Each of UE LLC and Smart Contract Supporter reserve 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 UE LLC or Smart Contract Supporter I am required to contact the purported sender immediately. UE LLC’s acceptance of my UEC token purchase is not conditioned on my giving consent to electronic delivery of UE LLC related information. If I do not have reliable access to the internet or e-mail, I shall not acquire Tokens. I shall not be entitled to receive any information from UE LLC in paper format.
- I understand, acknowledge and agree as follows:
- Representations and Warranties
- In consideration of UE LLC’s acceptance of my offer to purchase UEC tokens and recognizing its reliance thereon, I agree, represent, and warrant to UE LLC that:
- I am fully in compliance with the Token Sale Terms.
- I am acquiring the UEC tokens solely for my own account and not as nominee or custodian for another person or entity.
- I am not:
- a “U.S. Person” 
- a member of the public in the Cayman Islands
- acquiring UEC tokens as nominee or custodian for another person or entity 
- executing this Application within the United States; or
- acting on behalf of a trust which has any beneficiaries or trustees that are U.S. Persons
- I did not acquire and will not transfer any UEC tokens within the United States of America, its territories or possessions (hereinafter collectively referred to as the “United States”).
- I did not engage (except as specifically authorized by UE LLC) and will not engage in any activity relating to the sale of UEC tokens in the United States;
- I will not transfer directly or indirectly any of my UEC tokens or any interest therein (including without limitation any right to receive dividends or other distributions) without the consent of the directors of UE LLC and further, I shall not transfer directly or indirectly any of my UEC tokens or any interest therein (including without limitation any right to receive dividends or other distributions) to a U.S. Person or to any other person or entity unless the proposed transferee has made the same representations and warranties as set out herein.
- In consideration of UE LLC’s acceptance of my offer to purchase UEC tokens and recognizing its reliance thereon, I agree, represent, and warrant to UE LLC that:
- No solicitation
- There was no 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.
- Capacity and experience
- I am responsible for the decision to acquire UEC tokens 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 UEC token, I am aware of the risks inherent in acquiring and the method by which the assets of UE LLC are held and/or traded and I can bear the risk of loss of my entire token 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 UEC tokens. In making the decision to acquire UEC tokens, I have not relied on any advice or recommendation from UE LLC, the Smart Contract Supporter nor any placement agent associated with UE LLC, 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 UEC tokens.
- Binding Application and extent of representations and warranties
- This Application constitutes a valid and binding Application and is enforceable against me in accordance with its terms.
- (i) I am not, nor is any person or entity controlling, controlled by or under common control with me, a Prohibited Person, (ii) the funds paid for UEC tokens on my own behalf of any of my beneficial owner(s), were not and are not derived from activities that may contravene any U.S. or international laws and regulations, including anti-money laundering laws and regulations and (iii) to the extent I have any beneficial owners, (A) I have carried out thorough due diligence to establish the identities of such beneficial owners, (B) based on such due diligence, the I reasonably believe that no such beneficial owners are Prohibited Persons, (C) 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 UE LLC, and (D) I will make available such information and any additional information that UE LLC may require upon request in accordance with applicable regulations. If any of the representations, warranties or covenants in this section cease to be true or if UE LLC no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, UE LLC may, in accordance with applicable regulations, be obligated to freeze my token rights, either by prohibiting additional acquisition, declining or suspending any redemption requests, or my UEC may immediately be involuntarily redeemed by UE LLC, and UE LLC may also be required to report such action and to disclose my identity to OFAC or other authority. In the event that UE LLC is required to take any of the foregoing actions, I understand and agree that it shall have no claim against UE LLC 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.
- Having reviewed the Token Sale Terms, I hereby agree with UE LLC, subject to UE LLC’s provisional acceptance, to acquire for as many of the UEC tokens as the Contributed Amount shall purchase.
- The OFAC list may be accessed on the web at http://www.treas.gov/ofac.
- Senior foreign political figure means a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a senior foreign political figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. The immediate family of a senior foreign political figure typically includes the political figure’s parents, siblings, spouse, children and in-laws. A close associate of a senior foreign political figure is a person who is widely and publicly known internationally to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.
- Foreign shell bank means a foreign bank without a physical presence in any country, but does not include a regulated affiliate. A post office box or electronic address would not be considered a physical presence. A regulated affiliate means a foreign shell bank that: (1) is an affiliate of a depository institution, credit union, or foreign bank that maintains a physical presence in the United States or a foreign country, as applicable; and (2) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or foreign bank.
- See Exhibit A attached hereto for the definition of a “U.S. Person”.
- See Exhibit A attached hereto for the definition of a “U.S. Person”.
- Beneficial owners will include, but not be limited to: (i) shareholders of a corporation; (ii) partners of a partnership; (iii) members of a limited liability company; (iv) investors in a fund-of-funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust; (vii) the individual who established an IRA; (viii) the participant in a self-directed pension plan; (ix) the sponsor of any other pension plan; and (x) any person being represented by the Purchaser in an agent, representative, intermediary, nominee or similar capacity. If the beneficial owner is itself an entity, the information and representations set forth herein must also be given with respect to its individual beneficial owners. If the Purchaser is a publicly-traded company, it need not conduct due diligence as to its beneficial owners.
DEFINITION OF U.S. PERSON
Rule 902 of the U.S. Securities Act of 1933
- “U.S. Person” means:
- any natural person resident in the United States;
- any partnership or corporation organized or incorporated under the laws of the United States;
- any estate of which any executor or administrator is a U.S. Person;
- any trust of which any trustee is a U.S. Person;
- any agency or branch of a non-U.S. entity located in the United States;
- any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;
- any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; or
- any partnership or corporation if:
- organized or incorporated under the laws of any non-U.S. jurisdiction; and
- formed by a U.S. Person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Act) who are not natural persons, estates or trusts.
- Notwithstanding (1) above, any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States shall not be deemed a “U.S. Person”.
- Notwithstanding (1) above, any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person shall not be deemed a U.S. Person if:
- an executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and
- the estate is governed by non-U.S. law.
- Notwithstanding (1) above, any trust of which any professional fiduciary acting as trustee is a U.S. Person shall not be deemed a U.S. Person if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person.
- Notwithstanding (1) above, an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country shall not be deemed a U.S. Person.
- Notwithstanding (1) above, any agency or branch of a U.S. Person located outside the United States shall not be deemed a “U.S. Person” if:
- the agency or branch operates for valid business reasons; and
- the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located.
The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans shall not be deemed “U.S. Persons.