Terms and Conditions
The following Terms and Conditions (“Terms”) govern the sale of cryptographic tokens – Devolve Token (hereby referred to as “DVX”), from Devolve Developer Corporation (the “Company”) that is required to transact on and managed by the open source software platform Devolve (“Devolve Developer Platform”) to purchasers of DVX (“you” or the “Purchasers” collectively, and “Purchaser” individually). This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the private sale (whitelist), pre-sale and public sale (ICO) in which the token (DVX) is sold.
This document describes the initial sale in which the token (DVX) is sold. Parties may be interested in purchasing DVX in the initial sale to participate in development project that will support the development of the Devolve Platform, and to prepare for their eventual use of the Devolve Platform when it is launched. Individuals, businesses, and other organizations should carefully weigh the risks, costs, and benefits of acquiring DVX early in the initial sale versus waiting to purchase DVX on the opened, third-party exchanges once the system is operational and when they or their businesses actually require DVX to operate.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE DVX FROM THE COMPANY. BY PURCHASING DVX 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 email@example.com. By purchasing DVX, and to the extent permitted by law, you are agreeing not to hold any of the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Devolve Developer Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of DVX, including losses associated with the terms set forth below.
DO NOT PURCHASE DVX IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING DVX, 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 DVX.
PURCHASES OF DVX SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC TOKENS, INCLUDING BITCOIN, ETHEREUM TOKENS, AND BLOCKCHAIN BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF DVX DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH OR DVX RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE DVX OR PARTICIPATE IN THE SALE OF DVX. YOUR PARTICIPATION IN DVX SALE IS DEEMED TO BE YOUR UNDERTAKING THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.
Ownership of DVX during the private sale, pre-sale or public sale (ICO) carries no rights express or implied. Purchases of DVX are non-refundable. Purchasers should have no expectation of influence over governance of the platform. By participating in the sale of DVX, you expressly acknowledge and represent that you have carefully reviewed the Terms and fully understand the costs and benefits of purchasing DVX and agree to be bound by these Terms. As set forth below, you further represent and warrant that, to the extent permitted by law, you are authorized to purchase DVX in your relevant jurisdiction, are of a legal age to be bound by these Terms, and will not hold DVX, its parent and affiliates, and the officers, directors, agents, joint ventures, employees and suppliers of DVX or our parent or affiliates, now or in the future and any other member of the Devolve Developer Team liable for any losses or any special, incidental, or consequential damages arising out of, or in any way connected to the sale of DVX.
WARNING: CRYPTOGRAPHIC TOKENS MAY EXPERIENCE EXTREME PRICE VOLATILITY
Cryptographic tokens that possess value in public markets, such as BTC, have demonstrated extreme fluctuations in price over short periods of time on a regular basis. A Purchaser of DVX should be prepared to expect similar fluctuations, both down and up, in the price of DVX denominated in Ethereum (“ETH”) or United States dollars (“USD”) or currencies of other such jurisdictions. Such fluctuations are due to market forces and represent changes in the balance of supply and demand. Devolve Developer cannot and does not guarantee market liquidity for DVX and therefore there may be periods of time in which DVX is difficult to buy. Additionally, due to different regulatory dictates in different jurisdictions and the inability of citizens of certain countries to open accounts at exchanges located anywhere in the world, the liquidity of DVX may be markedly different in different countries and this would likely be reflected in significant price discrepancies. By purchasing DVX, you expressly acknowledge and represent that you fully understand that DVX may experience volatility in pricing and will not seek to hold any of the Devolve Developer Team liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected to, the sale of DVX.
WARNING: PURCHASERS OF DVX HAS SEVERAL RISKS
The purchase of DVX carries with it a number of risks. Prior to purchasing DVX, 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 DVX. By purchasing DVX, and to the extent permitted by law, you are agreeing not to hold any of the Devolve Developer Team liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of DVX, including losses associated with the terms set forth below.
PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL, THE DVX TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS:
TERMS AND CONDITIONS
1. Conditions to DVX token sale
YOU MAY NOT ACQUIRE A DVX TOKEN IF YOU ARE A CITIZEN, RESIDENT (TAX OR OTHERWISE) OR GREEN CARD HOLDER OF THE UNITED STATES OF AMERICA, OR ARE A CITIZEN, RESIDENT (TAX OR OTHERWISE) OR PERMANENT RESIDENCE CARD HOLDER OF CANADA.
As a first step in the purchase process, the Company will present the Purchaser with these Terms, and associated documents. When you purchase, or otherwise receive, a DVX token, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the DVX tokens:
- § the Purchaser consents and agrees to the Terms;
- § neither the Company nor any of the Devolve Developer Team has provided the Purchaser with any advice regarding whether DVX is a suitable investment for you;
- § the Purchaser have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as Bitcoin and Ether, as well as blockchain-based software systems generally;
- § the Purchaser are legally permitted to receive and hold and make use of DVX in your and any other relevant jurisdiction;
- § the Purchaser will supply us with all information, documentation or copy documentation that we require in order to allow us to accept your purchase of DVX and allocate DVX to the Purchaser;
- § the Purchaser have not supplied us with information relating to your acquisition of DVX or otherwise which is inaccurate or misleading;
- § the Purchaser 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 any anti-money laundering obligation;
- § the Purchaser will notify the Company promptly of any change to the information supplied by the Purchaser to the Company;
- § the Purchaser is of a sufficient age (if an individual) to legally obtain DVX, and the Purchaser is not aware of any other legal reason to prevent the Purchaser from obtaining DVX;
- § the Purchaser is not exchanging Bitcoin (BTC) or Ethereum (ETH) for DVX for the purpose of speculative investment;
- § the Purchaser is acquiring DVX for the use of the Devolve Platform, or to participate in development projects that will facilitate development, testing, deployment and operation of applications using the Devolve Platform;
- § the Purchaser take sole responsibility for any restrictions and risks associated with receiving and holding DVX, including but not limited to these set out in Appendix A;
- § by acquiring DVX, the Purchaser is not making a regulated investment, as this term may be interpreted by the regulator in the Purchaser’s jurisdiction;
- § the Purchaser is not obtaining or using DVX for any illegal purpose, and will not use DVX for any illegal purpose;
- § the Purchaser waives any right the Purchaser 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 DVX;
- § the Purchaser acquisition of DVX does not involve the Purchaser’s 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;
- § 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 DVX and/or the Ethereum Network;
- § the Purchaser accepts that DVX is created and the Purchaser obtains DVX on an “as is” and “under development” basis. Therefore, provided the Company acts in good faith, the Purchaser accept that the Company is providing DVX without being able to provide any warranties in relation to DVX, including, but not limited to, title, merchantability or fitness for a particular purpose;
- § the Purchaser accepts that the Purchaser bears sole responsibility for determining if (i) the acquisition, the allocation, use or ownership of DVX (ii) the potential appreciation or depreciation in the value of DVX over time, if any, (iii) the sale and purchase of DVX; and/or (iv) any other action or transaction related to DVX has tax implications.
2. Overview of DVX Sale
Devolve Platform requires, for proper operation and comprehensive utilization of a cryptographic token called Devolve Token (“DVX”). Devolve Developer will produce and market a quantity of DVX in three pre-sale events, one called Whitelist (Private-Sale), the second called Pre-Sale and the last called Public Sale (ICO), to be conducted on its web site at https://www.Devolve Developer.io (“the initial sale”). Purchasers in the initial sale will acquire DVX in exchange for BTC or ETH at predefined sale prices. Purchasers of DVX in the initial sale will be granted user accounts on the aforementioned website that will enable them to claim their purchase once the product has been developed and is ready for delivery. After such time, Devolve Developer will allocate the purchased DVX to the corresponding user account on the web site, delivering it to their control.
After the DVX sale, each DVX is backed by the investment of the underlying assets, as described in the White Paper. To the extent they do not contradict these Terms, the rights connected to DVX 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 the underlying assets if it believes, in its sole discretion, that such selected underlying assets could adversely affect the Company or DVX from a regulatory or legal perspective. The Company shall have the right to divest any such underlying assets (if already part of DVX portfolio) and block their investment.
The maximum total amount of DVX tokens to be issued is 1,000,000,000. DVXs are generated at the outset of the end of the DVX sale and the total supply of DVXs will be fixed. No more DVXs will be issued after the end of the DVX sale, as described in the preceding paragraph. Ownership of DVX during the DVX token sale carries no rights express or implied. Purchases of DVX are non-refundable.
3. DVX Price and Token Sale
Purchasers of the DVX token sale will be allocated their DVX tokens in exchange for BTC or ETH at the following rate of $0.75 USD per DVX token.
The US Dollar to ETH and US Dollar to BTC exchange rates are used to dynamically to set the BTC to DVX rate and ETH to DVX rate respectively. Devolve Developer will hold a special promotion for the duration of the initial-sale where purchasers will receive a discount on the purchase price of DVX based on the schedule outlined below, which is subject to a release schedule. Devolve Developer reserves the right to change the date when the discount is applied and further reserves the right to amend the discount schedule by extending the time or retracting the time of delivery for any reason.
Whitelist (Private Sale)
60M DVX Available
100M DVX Available
Public Sale (ICO)
170M DVX Available
150M DVX Available
120M DVX Available
Purchaser must have an Ethereum wallet that supports the ERC-20 token standard in order to receive any DVX purchased from the Company.
4. Timing of DVX Token Sale
The DVX sale begins at 12:00:00 AM EDT (UTC/GMT -4) on the 1st of June, 2018. The DVX sale will be opened until the DVX sale cap is reached. The Company reserves the right to change the sale dates or extend the sale duration for any reason, including the unavailability of the Website or other unforeseen security or procedural issues. Though it does not currently anticipate doing so, Devolve Developer also reserves the right to shorten the sale duration for any reason.
The general public will be able to see the total number of DVX tokens currently sold. In the spirit of openness, the Company will constantly update on the Website the number of tokens sold.
5. After the Token Sale
The Purchasers should have no expectation of influence over governance of the Company. Upon the conclusion of a successful DVX sale, the real assets backing each DVX token will be transparently invested. The Company will provide you with an official and regular audit conducted on the existence of the digital assets backing each DVX token. Through this audit, you can track and confirm that the real assets backing your DVX have been received and acquired. Access to the audit results does not constitute a DVX purchase receipt or indicate in any way that the party possessing such access has rights to or ownership of the purchased DVX tokens.
Prior to a Purchaser selling DVX after the DVX token sale completion, such Purchaser shall ensure that the buyer of any such DVX undertakes to comply with all the provisions of these Terms as if such person were a Purchaser in the DVX token sale.
6. Devolve Developer will not Purchase DVX During the DVX Token Sale
The Company warrants that neither it nor its shareholders will purchase DVX during the DVX sale. Furthermore, the Company warrants that neither it nor its shareholders will purchase DVX from any third party during the period of the DVX sale.
7. All Purchases are Final
ALL PURCHASES OF DVX ARE FINAL. PURCHASES OF DVX ARE NON-REFUNDABLE. BY PURCHASING DVX, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, DIRECTORS OR SHAREHODELRS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT THE PURCHASER WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR ANY DVX THAT IS NOT USED OR REMAINS UNUSED.
IF THE COMPANY BELIEVES, IN ITS SOLE DISCRETION, THAT ANY INDIVIDUALS OR ENTITIES OWNING DVX CREATES MATERIAL REGULATORY OR OTHER LEGAL RISKS OR ADVERSE EFFECTS FOR THE COMPANY AND/OR DVX, THE COMPANY RESERVES THE RIGHT TO: (A) BUY ALL DVX FROM SUCH DVX OWNERS AT THE THEN-EXISTING MARKET PRICE AND/OR (B) SELL ALL CRYPTOCURRENCY ASSETS OF THE COMPANY.
8. Taxation of DVX and Taxation Related to the Initial Sale
The Company makes no representations concerning the tax implications of the sale of DVX or the possession or use of DVX. The Purchaser bears the sole responsibility to determine if the purchase of DVX with BTC, ETH or the potential appreciation or depreciation in the value of DVX over time has tax implications for the Purchaser in the Purchaser's home jurisdiction. By purchasing DVX, 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 DVX.
9. Obligation to Determine
If Purchaser can purchase DVX in Purchaser’s Jurisdiction The initial sale constitutes the sale of a legal software product under Panama Civil Law. This product sale is conducted by Devolve Developer, a Panamanian company, operating under Panama Civil Law. It is the responsibility of each potential Purchaser of DVX to determine if the Purchaser can legally purchase DVX in the Purchaser’s jurisdiction.
11. Disclaimer of Warranties
THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING DVX AT THE PURCHASER’S SOLE RISK AND THAT DVX IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER 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 OF THE DEVOLVE DEVELOPER PARTIES WARRANT THAT THE PROCESS FOR PURCHASING DVX WILL BE UNINTERRUPTED OR ERROR-FREE.
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 APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, DVX OR THE DEVOLVE PLATFORM 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 DEVOLVE DEVELOPER PARTIES 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, DVX. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT DEVOLVE DEVELOPER TEAM ARE NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF DVX, AND THAT THE RISK OF PURCHASING AND USING DVX RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE DEVOLVE DEVELOPER TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO DEVOLVE DEVELOPER FOR THE PURCHASE OF DVX. 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 DEVOLVE DEVELOPER.
13. Force Majeure
Devolve Developer is not liable for failure to perform solely caused by:
- § unavoidable casualty
- § delays in delivery of materials
- § embargoes
- § government orders
- § acts of civil or military authorities
- § acts by common carriers
- § security issues arising from the technology used
- § emergency conditions (including weather conditions) 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 the Agreement, 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.
14. Complete Agreement
These Terms set forth the entire understanding between each Purchaser and Company with respect to the purchase and sale of DVX. For facts relating to the sale and purchase, the Purchaser agrees to rely only on this document in determining purchase decisions and understands that this document governs the sale of DVX and supersede any public statements about the initial sale made by third parties or by Devolve Developer Team or individuals associated with any Devolve Developer Team, past and present and during the initial sale.
The Purchaser and 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.
16. 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 agreements 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 this these Terms, no representations, statements, consents, waivers, or other acts or omissions by the Company shall be deemed a modification of these Terms nor be legally binding, unless documented in physical writing, hand signed by the Purchaser and a duly appointed officer, employee, or agent of the Company.
17. Updates to the Terms and Conditions
The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time prior, during and after the token sale by posting the amended Terms on the Devolve Developer website (https://www.DevolveDeveloper.io). Any Purchaser will be deemed to have accepted such changes by purchasing DVX. If at any point you do not agree to any portion of the then-current version of the Terms, you should not purchase DVX.
18. Cooperation with Legal Authorities
The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions. The Company will endeavor to publish any legal enquiries upon receipt.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Devolve Developer 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 DVX; (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 defense, at your expense, of any claim subject to indemnification under this Section 19. 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 other storage mechanism you use to receive and hold DVX 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 Devolve Developer communications is considered official. The English version shall prevail in case of differences in translation.
22. 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 Panama Civil Law.
23. Arbitration & Dispute Resolution
- Devolve Developer and Purchaser (the “Parties”) agree to make good faith efforts to resolve any dispute, controversy or claim arising between them relating to this initial sale and their respective rights and obligations hereunder arising under this Agreement (a “Dispute”).
- Devolve Developer and Purchaser (the “Parties”) agree to make good faith efforts to resolve any dispute, controversy or claim arising between them relating to this initial sale and their respective rights and obligations hereunder arising under this Agreement (a “Dispute”).
- Except with respect to Disputes concerning (i) the right of either Party to apply to a court of competent jurisdiction for an interim or interlocutory injunction or other provisional remedy to preserve the status quo or prevent irreparable harm or (ii) any Disputes that may arise in connection with a breach of a Party’s obligations of confidentiality hereunder, if any Dispute is not resolved pursuant to paragraphs a. and b. above, the Parties will, acting reasonably, agree mutually on the forum for resolution of the Dispute by arbitration as set out in this Section.
- After the completion of the procedures set forth in paragraph b. and agreement by the Parties to enter into binding arbitration in accordance with paragraph c. of this Section, either Party may within thirty (30) calendar days refer the Dispute to arbitration by serving written notice of its intention to arbitrate the Dispute to the other Party.
- Arbitration of any Dispute will be conducted in accordance with Law No. 131 of December 31, 2013 (the “Panama Arbitration Law”), as amended from time to time, except to the extent that there is a conflict of terms or inconsistency between the Act and a term or condition of this Agreement.
- The arbitration will be conducted by a single arbitrator to be mutually agreed to by the Parties within three (3) business days following the date of the referral of the Dispute to arbitration.
- The arbitrator will have reasonable expertise and experience in arbitrating commercial disputes involving agreements for the provision of consulting and contractual disputes. If the Parties are unable to mutually agree upon an arbitrator, the arbitrator will be selected by Center for Conciliation and Arbitration of Panama (CECAP), hosted by the Panamanian Chamber of Commerce and Industries.
24. Further Information
For further information regarding the sale of DVX tokens, please contact tokensale@DevolveDeveloper.io.
DVX 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 Devolve Developer, an exempted company, registered under the laws of Panama, (“Devolve Developer”) provided, however, that this confidential treatment shall not apply to the tax treatment and tax structure of an acquisition of DVX 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.
II. Authorization and Indemnification
- I hereby authorize and instruct Devolve Developer to accept and execute any instructions given in relation to any DVX acquired for 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 instrument believed in good faith to be genuine or to be signed by properly authorized persons.
- I indemnify and hold harmless Devolve Developer 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 DVX token purchased by me.
- I indemnify and hold harmless Devolve Developer 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 Devolve Developer or from my assertion of my proper authorization to act.
- I indemnify and hold harmless Devolve Developer 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 DVX token(s).
- I indemnify and hold harmless the Devolve Developer 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:
a. any Indemnified Party, FATCA 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 Panama Civil Law 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;
b. Devolve Developer 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
c. Devolve Developer will protect and indemnify its agents, delegates, service providers, officers, directors and other representatives against liability.
I understand, acknowledge and agree as follows:
- i. Terms not defined herein will be as defined in the White Paper and Terms and Conditions (collectively, the Token Sale Terms) located at www.Devolve Developer.com (the Website).
- ii. 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
- iii.I have received and reviewed: (i) the Token Sale Terms and have taken appropriate legal and tax advice with respect to the same.
- iv. I understand that DVX tokens do not represent nor do they entitle the holder, in any way whatever, to a:
a. Depository Account;
b. Custodial Account;
c. Cash Value Insurance Contract;
d. Annuity Contract; or
e. Equity and/or Debt Interest in Devolve Developer;
Terms of Tokens
- v. DVX tokens are held subject to the terms and conditions of the Token Sale Terms and this Application (this Application).
- vi. No certificate will be issued to in relation to my DVX tokens and my personal DVX token holding will not be reflected, recognized or recorded in any account or ledger maintained by Devolve Developer.
Acquisition and Reversion
- vii. I understand that Acquisitions and Reversions will be processed by Devolve Developer as per its Token Sale Terms. For the purposes of this Application, a "Reversion" means a transaction directly between Devolve Developer and you whereby DVX token registered on your public key revert back to a public key owned or controlled by Devolve Developer or its affiliates in accordance with the Terms and Conditions.
- viii. I understand that, prior to any purchase of DVX tokens, I must pay cash or Digital Currency (Contributed Amount) to Devolve Developer in accordance with the Token Sale Terms to the cryptocurrency address indicated by Devolve Developer.
- ix. Upon acceptance of my request to buy DVX tokens, the Contributed Amount will be converted for DVX tokens in accordance with the Token Sale Terms.
- x. Any Reversion proceeds realized and due to me following a Reversion of DVX 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 Devolve Developer 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 DVX tokens held by me and reverted.
- xi. I acknowledge and understand that, for so long as any Reversion Proceeds are held as assets of Devolve Developer, I shall accept the risk that a creditor of Devolve Developer may seek to and may be successful in securing discharge of a liability of Devolve Developer out of Devolve Developer 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 Devolve Developer only.
- xii. Devolve Developer (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 DVX token holder. Devolve Developer shall not accept or repay any Contributed Amount and/or application for DVX tokens and shall not pay any Reversion Proceeds until all information required for verification purposes has been provided.
- xiii. If, as a result of any information or other matter which comes to his attention, any person resident in the Canada 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 Canada, pursuant to the Proceeds of Crime Law (Revised) of the Canada 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 Canada, 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.
- xiv. Devolve Developer 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 Devolve Developer, 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
- xv. I acknowledge that Devolve Developer may be subject to certain obligations (the Tax Information Exchange Obligations) to gather and disclose to the competent authorities information relating to purchasers of DVX 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 Canada (or any Canada 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 Canada that give effect to the foregoing.
- xvi. I shall execute properly and provide to Devolve Developer in a timely manner any documentation or other information that Devolve Developer 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 Devolve Developer'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 Devolve Developer and its agents of the provided information or documentation to applicable regulatory authorities.
- xvii. Without limitation, I shall provide any documentation or other information regarding myself and my beneficial owners requested by Devolve Developer or its agents in connection with the Tax Information Exchange Obligations.
- xviii. If I provide information and/or documentation that is in anyway misleading, or I fail to provide Devolve Developer 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 Devolve Developer, or a risk of Devolve Developer or its token holders being subject to withholding tax or other penalties), Devolve Developer reserves the right:
a. to take any action and/or pursue all remedies at Devolve Developer's disposal including, without limitation, compulsory Reversion of my DVX tokens in full or in part; and
b. 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 Devolve Developer 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 Devolve Developer or Smart Contract Supporter in order to comply with the Tax Information Exchange Obligations.
Electronic Delivery of Reports and Other Communications.
xix. 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. Devolve Developer and Smart Contract Supporter make no warranties in relation to these matters. Each of Devolve Developer 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 Devolve Developer or Smart Contract Supporter I am required to contact the purported sender immediately. Devolve Developer's acceptance of my DVX token purchase is not conditioned on my giving consent to electronic delivery of Devolve Developer 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 Devolve Developer in paper format.
IV. Representations and Warranties
In consideration of the Devolve Developer's acceptance of my offer to purchase DVX tokens and recognizing its reliance thereon, I agree, represent, and warrant to Devolve Developer that:
i. I am fully in compliance with the Token Sale Terms.
ii. I am acquiring the DVX tokens solely for my own account and not as nominee or custodian for another person or entity.
iii. I am not:
a. a “U.S. Person” 
b. a member of the public in the Canada or a resident or citizen of the Republic of South Africa
c. acquiring DVX tokens as nominee or custodian for another person or entity 
d. executing this Application within the United States; or
e. acting on behalf of a trust which has any beneficiaries or trustees that are U.S. Persons
iv. I did not acquire and will not transfer any DVX tokens within the United States of America, its territories or possessions (hereinafter collectively referred to as the “United States”).
v. I did not engage (except as specifically authorized by the Devolve Developer) and will not engage in any activity relating to the sale of DVXtokens in the United States;
vi. I will not transfer directly or indirectly any of my DVX tokens or any interest therein (including without limitation any right to receive dividends or other distributions) without the consent of the directors of the Devolve Developer and further, I shall not transfer directly or indirectly any of my DVX 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.
vii. I did not acquire and will not transfer any DVX tokens within [the Republic South Africa, its territories or possessions (hereinafter collectively referred to as the “Restricted Territory”).
viii. I did not engage (except as specifically authorized by the Devolve Developer) and will not engage in any activity relating to the sale of the DVX tokens in the Restricted Territory;
ix. I am not aware of and am in no way relying on, and did not become aware of the sale of DVX tokens through or as a result of, from or in any of the United States, Canada or Republic of South Africa: 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 sale of DVX tokens and I am not purchasing DVX tokens and did not become aware of the offering of DVX tokens through or as a result of, in any of the United States, Canada or Republic of South Africa, 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 and experience
x. I am responsible for the decision to acquire DVX tokens and I have legal competence and capacity to execute this Application.
xi. I have the knowledge, expertise, and experience in financial matters to evaluate the risks of acquiring DVX token, I am aware of the risks inherent in acquiring and the method by which the assets of the Devolve Developer are held and/or traded and I can bear the risk of loss of my entire token acquisition.
xii. 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 DVX tokens. In making the decision to acquire DVX tokens, I have not relied on any advice or recommendation from the Devolve Developer, Smart Contract Supporter nor any placement agent associated with the Devolve Developer, or any of their affiliates.
xiii. 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 DVX tokens.
Binding Application and extent of representations and warranties
xiv. This Application constitutes a valid and binding Application and is enforceable against me in accordance with its terms.
xvi. (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 DVX 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 Devolve Developer, and (D) I will make available such information and any additional information that Devolve Developer 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 Devolve Developer no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, Devolve Developer 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 DVX may immediately be involuntarily redeemed by Devolve Developer, and Devolve Developer may also be required to report such action and to disclose my identity to OFAC or other authority. In the event that Devolve Developer is required to take any of the foregoing actions, I understand and agree that it shall have no claim against Devolve Developer 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.
xvii. Having reviewed the Token Sale Terms, I hereby agree with Devolve Developer, subject to Devolve Developer's provisional acceptance, to acquire for as many of the DVX 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 Appendix B attached hereto for the definition of a “U.S. Person”.
 See Appendix C attached hereto for the definition of a “Canadian 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.
Certain Risks Associated with the Purchase of DVX
The purchase of DVX carries with it significant risk. Prior to purchasing DVX, the Purchaser should carefully consider the below risks and, to the extent necessary, consult a lawyer, accountant, and/or tax professionals prior to determining whether to purchase DVX. By purchasing, owning, and using DVX, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to DVX 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 DVX stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing DVX will result in loss of such DVX. 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 DVX. Purchaser must take care not to respond to any inquiry regarding their purchase of DVX, including but not limited to, email requests purportedly coming from the www.Devolve Developer.io or similar looking domain. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store DVX in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your DVX. Additionally, your failure to follow precisely the procedures set forth in for buying and receiving Tokens, including, for instance, if you provide the wrong address for the receiving DVX, or provides an address that is not ERC-20 compatible, may result in the loss of your Tokens.
DVX transactions are irrevocable and stolen or incorrectly transferred DVX may be irretrievable. As a result, any incorrectly executed DVX transactions could adversely affect the value of a DVX. DVX transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction or, in theory, control or consent of a majority of the processing power on the Devolve Platform. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of DVX or a theft of DVX generally will not be reversible and there may be no compensation for any such transfer or theft. Such loss could adversely affect the value of a DVX.
2. Risks Associated with the Ethereum Protocol
Because DVX and the Devolve Platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the platform or DVX. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the DVX and the platform, including the utility of the DVX for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
3. Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Ethereum protocol, DVX are susceptible to attacks by miners in the course of validating DVX transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the platform and DVX, including, but not limited to, accurate execution and recording of transactions involving DVX.
4. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the platform or DVX 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 DVX, including the utility of DVX for obtaining services.
Hackers or other groups or organizations may attempt to steal the BTC & ETH revenue from the initial sale, thus potentially impacting the ability of Devolve Developer to develop the Devolve Platform and operate Devolve Developer. To account for this risk, Devolve Developer has and will continue to implement comprehensive security precautions to safeguard the BTC and ETH obtained from the sale of DVX. Multi-factor security measures will be taken to protect BTC, ETH and DVX including physical elements, Shamir’s Secret Sharing Algorithm, multisignature keys, BIP 32, anti-spear-phishing procedures, splitting of funds, hot/cold wallet partitioning and diversification. Moreover, regular security audits of hot and cold wallets will be conducted by internal and external teams.
5. Risks Associated with Markets for DVX
If secondary trading of Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. To the extent that the cryptocurrency exchanges representing a substantial portion of the volume in DVX trading are involved in fraud or experience security failures or other operational issues, such cryptocurrency exchange failures may result in a reduction in the price and can adversely affect the value of DVX. A lack of stability in the cryptocurrency exchanges and the closure or temporary shutdown of cryptocurrency exchanges due to fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in the Devolve Platform and result in greater volatility in the price.
Furthermore, to the extent that third-parties do ascribe an external exchange value to DVX (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile.
6. Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, DVX 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 Company, to offer recourse to you.
7. Risks Associated with Uncertain Regulations and Enforcement Actions
Cryptocurrencies have been the subject of regulatory scrutiny by various regulatory bodies around the globe. The Devolve Platform and DVX could be impacted by one or more regulatory enquiries or regulatory action, which could impede or limit the ability of Devolve Developer to continue to develop the Devolve Platform. The regulatory status of DVX 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 Devolve Platform and DVX. 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 DVX. Regulatory actions could negatively impact the platform and DVX in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of DVX constitutes unlawful activity or that DVX are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
8. Risk Associated with the Digital Asset Industry
DVX is a new product, thus contributing to price volatility that could adversely affect the value of DVX. The factors affecting the further development of the digital assets industry, as well as the Devolve Platform, include:
i. continued worldwide growth in the adoption and use of DVX and other digital assets;
ii. government and quasi-government regulation of Devolve and other digital assets and their use, or restrictions on or regulation of access to and operation of the Devolve Platform or similar digital asset systems;
iii. the maintenance and development of the open-source software protocol of the Devolve Platform;
iv. changes in consumer demographics and public tastes and preferences;
v. the availability and popularity of other similar products; and
vi. general economic conditions and the regulatory environment relating to the Devolve Platform and digital assets.
9. Risks Arising from Taxation
The tax characterization of DVX is uncertain. You must seek your own tax advice in connection with purchasing DVX, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
10. Volatility in the Price of BTC / ETH
It is possible that the value of BTC or ETH will drop significantly in the future, depriving Devolve Developer of sufficient resources to continue to operate. In order to guard against this risk, Devolve Developer intends to periodically convert proceeds from the sale of DVX into US dollars instead of BTC.
11. 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 Devolve Developer services. The Purchaser recognizes that the Devolve Platform is currently under development and may undergo significant changes before release. Purchaser acknowledges that any expectations regarding the form and functionality of the Devolve Platform held by the Purchaser may not be met upon release of the Devolve Platform, for any number of reasons including a change in the design and implementation plans and execution of the implementation of the Devolve Platform. Purchaser understands that while the Devolve Team will make reasonable efforts to complete the Devolve software, it is possible that an official completed version of the Devolve Platform may not be released and there may never be an operational Devolve Platform.
12. Open-source risk
The Devolve Platform rests on open-source software, and there is a risk that the Devolve Team, or other third parties not directly affiliated with the Devolve Developer Parties, may introduce weaknesses or bugs into the core infrastructural elements of the Devolve Platform causing the system to lose DVX stored in one or more Purchaser accounts or other accounts or lose sums of other valued tokens issued on the Devolve Platform. Devolve Developer has taken steps to build, maintain, and secure the infrastructure of the Devolve Platform, and will continue to do so after the initial sale. For example, Devolve Developer intends to hire external consultants on a periodic basis to assess and audit the security of the Devolve Platform and will work with cryptography and security experts to develop and employ best practices to audit the Platform.
13. Risks Arising from Lack of Governance Rights
Because DVX confer no governance rights of any kind with respect to the Devolve 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 DVX you own, including their utility for obtaining services.
14. Irrational Political & Economical Environment
Political or economic crises may motivate large-scale sales of DVX, which could result in a reduction in the price and adversely affect the value of a DVX. Digital assets such as DVX, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of transacting, and it is unclear how such supply and demand will be impacted by geopolitical events. Largescale sales of DVX would result in a reduction in the price and adversely affect the value of a DVX.
15. Failure to Update Protocol and Advances in Technology
Advances in code cracking, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and the Devolve Platform, which could result in the theft or loss of DVX. To the extent possible, Devolve Developer intends to update the protocol underlying the Devolve Platform to account for any advances in cryptography and to incorporate additional security measures, but cannot it cannot predict the future of cryptography or the success of any future security updates. A failure to properly monitor and upgrade the protocol could damage the Devolve Platform and DVX.
16. Risk of new Protocols or Fork
Amendments to the Devolve Platform’s protocols and software, if accepted and authorized by the Devolve Platform’s community, could adversely affect BlockDev. The Devolve Platform is based on a math-based protocol that governs the peer-to-peer interactions between computers connected to the Devolve Platform. To the extent that a significant majority of the users on the Devolve Platform install software upgrade(s), the Devolve Platform would be subject to new protocols and software that may adversely affect BlockDev. If more than a significant majority of the users on the Devolve Platform install such software upgrade(s), the Devolve Platform could “fork.”
17. Lack of Interest or Loss of Competitiveness
It is possible that the Devolve Platform will not be used by a large number of external businesses, individuals, and other organizations and that there will be limited public interest in the peer-to-peer creation and dissemination of equity. Such a lack of interest could impact the development of the Devolve Platform and potential uses of DVX. Devolve Developer has contracted with developers to help build the Devolve Platform and is working with other third-parties around the world to create an interest in the Devolve Platform. However, it cannot predict the success of its own development efforts or the efforts of other third parties.
It is possible that a digital asset other than DVX could have features that make it more desirable to a material portion of the digital asset user base, resulting in a reduction in demand for a DVX, which could have a negative impact on the use and price of DVX. It is possible that a comparable product could become materially popular due to either a perceived or exposed shortcoming of the Devolve Platform that is not immediately addressed by the Devolve Developer Team, or a perceived advantage of a comparable product that includes features not incorporated into DVX, Devolve Platform or Devolve Developer. If this product obtains significant market share, it could have a negative impact on the demand for, and price of, a DVX.
18. Intellectual Property Rights Claims Against Devolve Developer
Intellectual property rights claims may adversely affect the operation of the Devolve Platform. Third parties may assert intellectual property claims relating to the holding and transfer of digital assets and their source code. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the Devolve Platform’s long-term viability or the ability of end-users to hold and transfer DVX may adversely affect the value of DVX. Additionally, a meritorious intellectual property claim could prevent Devolve Developer and other end-users from accessing the Devolve Platform or holding or transferring their BlockDev.
19. Unanticipated Risks
Cryptographic tokens such as DVX are a new and untested technology. In addition to the risks included in this Appendix of these Terms, there are other risks associated with your purchase, possession and use of DVX, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Appendix A of these Terms.
20. Devolve Developer’s Lost/Stolen/Destroyed DEV token
Devolve Developer may not have adequate sources of recovery if DVXs are lost, stolen or destroyed. If Devolve Developer's or issuer's DVXs are lost, stolen or destroyed under circumstances rendering a party liable to Devolve Developer or issuer, the responsible party may not have the financial resources sufficient to satisfy the claim.
DEFINITION OF U.S. PERSON
Rule 902 of the U.S. Securities Act of 1933
(1) “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.
(2) 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”.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
DEFINITION OF CANADIAN PERSON
Canadian Person means any person who is a national or resident of Canada, any corporation, partnership, or other entity created or organized in or under the laws of Canada or of any political subdivision thereof, or any estate or trust the income of which is subject to Canadian federal income taxation, regardless of its source (other than any non-Canadian branch of any Canadian Person), and shall include any Canadian branch of a person other than a Canadian Person.