THESE TERMS OF TOKEN SALES DO NOT CONSITITUTE ANY OFFERING, INVITATION, OR SOLICITATION OF ANY INVESTMENT AND DO NOT PERTAIN TO AN OFFERING, INVITATION, OR COLICITATION TO PURCHASE SECURITIES IN ANY JURISDICTION. THESE TERMS HAVE NOT BEEN OR WILL BE SUBMITTED TO, REGISTERED WITH, REVIEWED OR VERIFIED BY ANY REGULATORY AUTHORITY IN ANY JURISDICTION.
These Terms of Token Sale (the “Terms”) govern your purchase of CMS tokens (“Tokens”) during the Token sale period (the “Sale Period”) from a seller of Tokens (the “Seller,” “we,” or “us” ). Please read these Terms carefully, and contact us at https://comsa.io/en/#contact if you have any questions. By purchasing Tokens from us during the Sale Period, you will be bound by these Terms and all terms incorporated by reference. You shall refrain from supporting the Token sale or purchasing any CMS Token unless you agree to these Terms. Each of you and the Seller is referred to as a “Party,” and together the “Parties.”
You and the Seller agree as follows:
COMSA is a gateway for multiple public blockchains which is being developed by the Seller. The purpose of the Tokens is to facilitate the use of COMSA platform by various enterprises including those with a centralized business model, thereby help such enterprises have an access to decentralized ecosystem. Specifically, Tokens are intended to work as an incentive for the holders to support traditional enterprises who would like to employ public blockchain solutions like Ethereum and Nem on top of the COMSA platform. Important details regarding the Seller, Company, Tokens and COMSA platform are provided in Exhibit A.
This Token sale is a reward-based crowdfunding conducted globally, and Tokens are mere digital record of contribution on a blockchain as a reward for supporting the COMSA project. As such, ownership of Tokens carries no rights, whether express or implied. In particular, you understand and accept that Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in Seller, Tech Bureau Corp (“Company”) or its corporate affiliates. Tokens are not intended to be a prepaid payment instrument, digital currency, virtual currency, security, commodity or any other kind of financial instrument. However, Company hereby reserves a right, but not an obligation, to have the Tokens publicly traded on a virtual currency exchange in the future.
Unless otherwise stated herein, these Terms govern only your purchase of Tokens from us during the Sale Period.
To the extent of any conflict with these Terms, the COMSA Terms and Policies shall control with respect to any issues relating to the use of Tokens in connection with the services provided on COMSA.
Your purchase of Tokens from us during the Sale Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel Token purchase requests at any time in our sole discretion.
Important information about the procedures and material specifications of our Token sale is provided in Exhibit B, including, but not limited to, details regarding the timing and pricing of the Token sale, the amount of Tokens we will sell, and our anticipated use of the Token sale proceeds. By purchasing Tokens, you acknowledge that you understand and have no objection to these procedures and material specifications.
You acknowledge and agree that there are risks associated with purchasing Tokens, holding Tokens, and using Tokens, as the case may be, as disclosed and explained in Exhibit C. If you have any questions regarding these risks, please contact us at https://comsa.io/en/#contact. BY PURCHASING TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold Tokens you purchase from us, 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. We are not responsible for any such losses.
We may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable law or regulation in connection with selling Tokens to you. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell or deliver Tokens to you until you provide such requested information and we have determined that it is permissible to sell you Tokens under applicable law or regulation.
The amount of contribution is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your contribution, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your contribution to us.
By purchasing Tokens, you represent and warrant that:
(a) You have read and understand these Terms (including all Exhibits);
(b) You have sufficient understanding of the functionality, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing the Tokens;
(c) You have obtained sufficient information about the Tokens to make an informed decision to contribute for the Tokens;
(d) You understand that the Tokens confer no rights of any form with respect to the COMSA or Company or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
(e) You are purchasing Tokens to support the development of COMSA ecosystem as may be created in the future. You are not purchasing Tokens for any other purposes, including, but not limited to, any investment, speculative or other financial purposes;
(f) Your purchase of Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for purchasing the Tokens and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
(g) You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of Tokens;
(h) If you are purchasing Tokens on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);
(i) You are not a resident or domiciliary of State of New York, State of Washington, the People’s Republic of China (including Hong Kong Special Administrative Region and Macau Special Administration Region), Democratic People’s Republic of Korea, Republic of Korea or purchasing Tokens from a location in the said geographic aerea; and
(j) You are not (i) a citizen or resident of a geographic area in which access to the Tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List, or (iv) having any relationship with antisocial forces, currently or in the past, whether a financial relationship, business relationship, employment relationship, or delegation relationship, or does not carry out any commercial transactions, provision or transfer of profits, or other transactions (whether temporary or continuous).
Seller and Company expressly reserve the right to suspend, close or take such other measures as Seller or Company deems appropriate at its sole discretion the account of purchaser who breaches any of the representations or warranties provided for in this Section 9.
(a) To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Seller, Company and their respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) 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 Tokens, (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.
(b) Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 10(a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to you.
(A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL SELLER, COMPANY OR ANY OF THE RELATED PERSONS OF SELLER OR COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF SELLER, COMPANY AND THEIR AFFILIATES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE TOKENS.
(B) THE LIMITATIONS SET FORTH IN SECTION 12(A) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF SELLER OR COMPANY.
(C) Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
To the fullest extent permitted by applicable law, you release Seller or Company and their respective affiliates from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.
These Terms will be governed by and construed and enforced in accordance with the laws of [Switzerland], without regard to conflict of law rules or principles (whether of [Switzerland] or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the Parties arising out or relating to these Terms or its subject matter or formation (including non-contractual disputes of claims) will be resolved in the court in Kanton Zug, Switzerland.
If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
These Terms constitute the entire agreement between you and us relating to your purchase of Tokens from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at https://comsa.io and update the “Last Updated” date below. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form. The English language version of this Agreement shall be the controlling version. Any translations made of these Terms shall be for the purpose of convenience only and shall have no legal effect.
Last Updated: September 1st, 2017
Company is a stock corporation incorporated in Japan that undertakes a virtual currency exchange under the name of Zaif Exchange, and provides solutions leveraging its private blockchain named mijin. Company was formed by Takao Asayama in 2014 and acquired Japan’s oldest and operating Bitcoin exchange “Etwings” in early 2015, which was relaunched under the “Zaif” brand in April 2015. Mijin is a commercial private blockchain product developed by Company in cooperation with the 3 NEM core developers. Company intends to launch a new version of mijin which deploys Catapult, in upcoming fall 2017, which is expected to be licensed out to the Seller and become an integral part of the COMSA solution.
If Seller successfully develops COMSA, Company will, together with its US branch, Asian branch and Seller as Company’s European branch, provide consulting services for clients who desire to engage in token sales on the COMSA Platform.
Seller is a wholly owned subsidiary of Company that is being established in Switzerland. By using the funds raised from supporters throughout this Tokens sale campaign, Seller will develop COMSA CORE and COMSA HUB, and provide the COMSA Platform for those who desire to undertake a token sale on it.
Company’s core management team is as follows:
- Takao Asayama:
Chief Executive Officer and Founder. Takao Asayama is responsible for managing and executing Company’s plans for growth and development. He is also a council member of NEM Foundation, Director of Blockchain Collaborative Consortium and Director of Japan Cryptocurrency Business Association.
Mijin Chief Technical Officer. Jaguar0625 is also one of the core developers of NEM blockchain.
- Ryosuke Hosoi:
Zaif Chief Technical Officer.
- Mitsutoshi Fukunaga:
Chief Marketing Officer.
- Kazuhobu Hatta:
Chief Financial Officer.
- Tom Beno:
US region manager
With a view to ensuring robust governance over COMSA business, Company has established the ICO Committee that reviews the listing process of new crypto-tokens on Zaif Exchange.
Members of Company’s ICO Committee are as follows:
- Lon Wong
President of NEM.io foundation. CEO of Dragonfly Fintech, Singapore.
- Jeff McDonald
Vice president of NEM.io foundation.
- Kazutaka Muraguchi
COMSA partner. Venture capitalist and CEO of Nippon Technology Venture Partners.
- Yoichiro “Pina” Hirano
CEO of Infoteria Corp. (TYO:3853)
- Yokiko Nishimura
General manager of public relations and business developmentMoney Partners Group (TYO:8732).
- Hitoshi Kano
CEO of Fisco Ltd. (JASDAQ:3807)
- Ryuji Yagi
CEO of Caica Inc. (JASDAQ:2315)
- Kaneto Kanemoto
CEO of OKWAVE (NAGOYA:3808)
- Yosuke Iwai
CEO of Arara Inc.
- Nate D’Amico
CEO of Reactor8
- Kunihiro Tanaka
CEO of Sakura Internet Inc.(TYO:3778)
- Osamu Ogasawara
CEO of ABBALab inc.
- Katsuaki Sato
CEO of Metaps Inc. (TYO:6712)
- Masahiko Ito
Senior Deputy General Manager of Corporate Planning Division/ Senior Chief Manager of Center of FinTech OfficeMitsubishi UFJ Trust and Banking Corporation
- Yoshitomo Izura
Head of Investment Banking at Tokai Tokyo Securities CO.,LTD. (TYO:2588)
- Ken Shishido
Tokyo Bitcoin Meetup Group
- Tetsuyuki Oishi
CSO of United Bitcoiners Inc.
- Jin Nakamura
CEO of MONEY DESIGN Co., LTD.
- Noriyuki Hirosue
Founder / CEO of bitbank,inc.
- Chikako Suzuki
Partner at PricewaterhouseCoopers Aarata LLC.
- Masakazu Masujima
Legal advisor of COMSA and Tech Bureau. Partner at Mori Hamada & Matsumoto.
- Michio Asayama
Co-founder and legal advisor of Tech Bureau. Partner at Kotohira law firm.
Zaif Exchange. Zaif Exchange is one of the largest Virtual Currency Exchanges in Japan which is operated by Company. It is the oldest operating Japanese Bitcoin exchange, having established itself since April 2014. As of the end of September, Company is registered as a licensed Virtual Currency Exchange Service Provider under the Payment Services Act of Japan (the “PSA”), which newly introduces a registration system for Virtual Currency Exchange Services to Japanese legislation. ,
Zaif Exchange will provide the following services as part of the COMSA solution.
- Assisting clients with having their tokens listed on Zaif Exchange if duly permitted by the relevant authority;
- Providing “/BTC” and “/ETH” pairs for all tokens sold on top of the COMSA Platform, if they are permitted to be traded at Zaif Exchange;
- Backing the pegged tokens issued on top of the COMSA Platform with segregated accounts.
- Multi-language support. (English is planned in year 2017)
- Providing payment services to allow holders to pay in tokens.
Mijin. Mijin is a private blockchain technology platform developed and distributed by Company. Mijin platform is developed by the same core developers of the NEM blockchain project. Based on the NEM protocol, mijin allows any entity to build high transaction throughputs in a private blockchain using a peer to peer network.
Mijin has various use cases which prove it to be a robust and practical blockchain product. These use cases include:
- World’s first bank ledger solution to be tested by a Japanese Internet bank.
- World’s first application for micro financing by Infoteria.
- High throughput loyalty point system by Hitachi Solutions.
- Logistics POC for Seino Transportation Co.,Ltd.
- POC for Chubu Electric Power Co.,Inc.
- More than 300 businesses testing or using the mijin in the CloudChain beta program hosted by Sakura Internet: NEC, NTT Data Getronics, TIS, NRI, and more.
COMSA. COMSA is a platform for the token sales that will be developed by Seller with a financial support from you though this token sale campaign. COMSA platform is composed of two integral systems, namely COMSA CORE and COMSA HUB.
COMSA CORE. COMSA CORE is a conversion network, which consists of a controlling application, an oracle application and 2 mijin private blockchain networks build on 9 cloud server machines that are distributed globally to achieve zero-downtime token conversion service. COMSA CORE monitors incoming transfers of cryptocurrencies or tokens into a COMSA master account with the final destination details embedded in them. It then locks or burns that amount in the COMSA master account. At the same time, it also unlocks or generates equivalent cryptocurrencies or tokens on the corresponding blockchain and sends them to their final destination account.
COMSA HUB. COMSA HUB is a software for licensed holders of mijin private blockchains to control token balances between master public blockchain accounts and internal private ledgers. COMSA HUB can be installed as a part of any mijin private blockchain network as an independent service controlled by the business using it. While COMSA CORE controls inter-exchange of cryptocurrencies or tokens on the corresponding blockchain, COMSA HUB deals with a link between client assets on a public blockchain and the internal ledger on the mijin private blockchain inside the client’s network. COMSA HUB monitors incoming transfers of cryptocurrencies or tokens to the clisnt’s public master account with final destinations included in a message. It locks that amount in the client’s public master account. Subsequently, it creates the equivalent private tokens inside the client’s mijin private blockchain and sends it to the corresponding account. When it detects an outgoing transaction by receiving an incoming transfer to the client’s private master account with the final destinations included in the message, COMSA HUB burns these tokens on the mijin private blockchain and unlocks the cryptocurrency or tokens on the public blockchain and sends them to the corresponding address.
The Tokens are based on two protocols. One is the Ethereum protocol that confirms to the ERC20 standards. The other is Nem mosaic protocol. The utility of the Tokens could be enhanced over time to the extent that more enterprises adopt the COMSA solution. Company will not support or otherwise facilitate any secondary trading or external valuation of Tokens. Seller will transfer a certain number of Tokens from Seller’s wallet to the purchasers’ during the Sale Period, according to procedures set forth in Exhibit B below.
At the Token sale, Seller will sell 50% of the total number of Tokens to be issued during the Sale Period. The price per Token will be $1.00 in either of Bitcoin, Ether or Nem, the three assets that Seller will accept as payment for Tokens, according to applicable U.S. dollar/Bitcoin, U.S. dollar/Ether and U.S. dollar/Nem exchange rates published on cryptocompare.com as of the time your unique deposit address receives Bitcoin, Ether or Nem from you as payment for Tokens, according to the procedures set forth in Section 3 of this Exhibit B. Seller reserves the right to lower the price per Token, at its sole discretion, during the Sale Period.
Seller will conduct a token sale, which will begin at 14:00 JST (5:00 AM UTC) on October 2nd, 2017 (the “Launch Date”) and closes at 14:00 JST (5:00 AM UTC) on November 6th, 2017 (the “Close Date”).
There is no minimum or cap number of Tokens set for the Token sale. To ensure 50% of the total number of Tokens are sold to the crowd, immediately after the Close Date, Seller will issue the number of Tokens equal to the number of Tokens sold to crowd during the Sale Period to Company which are retained by Company, meaning that 100% more Tokens will be issued to Company over the subscribed number. Immediately after completion of additional issuance, the issuance will be locked (the total number of Tokens sold to crowd and retained by Company is hereby referred to as “Outstanding Number”).
More precisely, to make the Ethereum-based Tokens and the Nem Mosaic-based Tokens are mutually exchangeable by one to one, Seller will generate the Outstanding Number of Ethereum-based Tokens and the Outstanding Number of Nem Mosaic-based Tokens, and if X number of Ethereum-based Tokens are held by the crowd or Company, then X number of Nem Mosaic-based Tokens are locked within the system, thereby the total number of Ethereum-based Tokens and Nem Mosaic-based Tokens that are unlocked is the Outstanding Number. After the launch of COMSA services, either type of Tokens is mutually exchangeable at any time in one to one ratio through the system, and the Tokens sent to the system are locked while the Tokens delivered in exchange are unlocked, thereby the total number of Tokens outstanding and available for use is always the Outstanding Number.
To purchase Tokens during the Sale Period, you must have certain token wallets established and operational. Specifically, you must have: (i) either an Ethereum wallet if you wish to purchase Tokens using Ether, a Bitcoin wallet if you wish to purchase Tokens using Bitcoin, and a Nem wallet if you wish to purchase Tokens using Nem and (ii) either an Ethereum wallet that supports the ERC20 token standard in order to receive Ethereum-based Tokens that you purchase from Seller, or a NanoWallet in order to receive Nem Mosaic-based Tokens that you purchase from Seller. Seller reserves the right to prescribe additional guidance regarding specific wallet requirements.
At the Launch Date, Seller will make available a web application to facilitate your purchase and receipt of Tokens. If you wish to purchase Tokens, you must first provide either your Bitcoin address (if you wish to purchase Tokens using Bitcoin), your Ethereum address (if you wish to purchase Tokens using Ether) or your Nem address (if you wish to purchase Tokens using Nem) to the web application as a return address. Seller is collecting return addresses so that it may return purchasers’ Bitcoin, Ether or Nem in the event that unforeseen circumstances cause Seller to decide not to proceed with the sale of Tokens. Second, you will need to provide an Ethereum ERC20 compatible wallet address (if you wish to receive Ethereum-based Tokens) or a NanoWallet address (if you wish to receive Nem Mosaic-based Tokens) for the delivery of Tokens you purchase. Seller may also request certain optional information, such as an email address, through the web interface.
The web application will then send you a unique deposit address for Bitcoin (if you provided a Bitcoin address), Ether (if you provided an Ethereum address) or Nem (if you provided an Nem address). Once the unique deposit address has received Bitcoin, Ether or Nem from you, Seller will deliver Tokens to the wallet address that you provided to Seller for delivery of the Tokens. Such delivery system is deployed by Seller from Switzerland, and is programmed so that all transactions it executes will be executed in Switzerland. As such, title to, and risk of loss of, Tokens delivered by the delivery system passes from Seller to purchasers in Switzerland.
Seller anticipates that delivery of Tokens to purchasers will occur within one week after the Sale Period concludes, but reserves the right to delay delivery up to four weeks after the conclusion of the Sale Period. Although Seller does not anticipate any security issues arising from the sale of Tokens, this four week timeframe is intended as a precautionary buffer period for Seller to resolve any such security issues.
Each of you who purchases Tokens during the Sale Period agrees that the exchange rate applicable to you (i.e., either BTC/USD, ETH /USD or XEM/USD depending on the cryptocurrency you have chosen to purchase Tokens) is the rate obtained at CryptoCompare (https://www.cryptocompare.com/) through its API as at the time Seller receives either Bitcoin, Ether or Nem from you at Seller’s unique deposit address.
Seller does not set a minimum or a maximum number of Tokens to be sold during the Sale Period. Immediately after the close of Sale Period, Seller will issue the number of Tokens equal to the number of Tokens sold during the Sale Period to Company, and then the issuance is locked. All Tokens will be of equal functionality. Tokens delivered to purchasers and retained by Company are either Ethereum-based Tokens or Nem Mosaic-based Tokens, as instructed by each purchaser or Company. Seller anticipates that Tokens to be delivered to Company are all Nem Mosaic-based Tokens. In any way, the aggregate number of Tokens delivered to purchasers and Company is exactly the Outstanding Number.
Immediately after the Sale Period, the same number of Tokens sold to purchasers during the Sale Period (including pre-sale period mentioned in Section 8 below) will be generated and retained by Seller (the “Retained Tokens”).
Seller anticipates to use the Retained Tokens to compensate its employees (including salaries and non-salary compensation), to fund future development of COMSA and related systems, provide grants to third-parties working on projects in the COMSA ecosystem, and support general development of the COMSA ecosystem. Specifically, 10% of the Retained Tokens will be distributed as referral bonuses to Token sale referrers. 40% of the Retained Tokens will be distributed to existing management team, stakeholders, developers, employees, contractors, and COMSA ICO committee management. 50% of the Retained Tokens will be retained by Seller for future development, future distributions, marketing, partnerships, compensations, and expansions.
Except to the extent paid as compensation for work performed for Company, neither the founders nor the existing Company investors will receive Retained Tokens from Company or any amount of the Ether, Bitcoin or Nem that is contributed to purchase Tokens from Company during the Sale Period.
Seller may commit to sell a certain portion of Tokens before the Launch Date (“Token Pre-Sales”). Under such Token Pre-Sale arrangements, by agreeing to pay Seller for Tokens before the Launch Date, a Token Pre-Sale purchaser may purchase Tokens at a discounted rate. Currently Seller intends to give an opportunity to participate in the Token Pre-Sale campaign to purchasers who intend to contribute U.S. dollar 100,000 equivalent Ether, Bitcoins or Nem. Pre-Sale purchasers are entitled to receive 20% more of the Tokens for their payment. For example, a Pre-Sale purchaser will receive 120,000 Tokens in exchange for U.S. dollar 100,000 equivalent Ether, Bitcoins or Nem. Seller will issue an invoice to you who is designated as a Pre-Sale purchaser in Seller’s sole discretion (the “Qualified Purchaser”). The Qualified Purchaser who wishes to join the Token Pre-Sale shall place an order to purchase Tokens within 48 hours after its receipt of the invoice. The Qualified Purchaser agrees that the exchange rate applicable to such Qualified Purchaser (i.e., either BTC/USD, ETH /USD or XEM /USD depending on the cryptocurrency such Qualified Purchaser has chosen to purchase Tokens) is the rate obtained at Zaif (https://zaif.jp/login) combined with Yahoo! Developer Network (https://developer.yahoo.com/) for BTC/USD and XEM/USD and Cryptocompare.com (https://www.cryptocompare.com/) for ETH/USD, each as at the time Seller receives a binding order to purchase Tokens in accordance with these Terms from such Qualified Purchaser. Token Pre-Sale purchasers must acknowledge and agree to be bound by these Terms, and receive Tokens pursuant to the procedures for receiving Tokens set forth in Section 3 of this Exhibit B. Seller will issue each Qualified Purchaser who has made a payment in accordance with these Terms an electronic certificate recorded on Nem public blockchain that utilizes NEM Apostille.
The Bitcoin, Ether and Nem proceeds from Tokens sale will be used to compensate technical and non-technical staff, cover marketing costs and operating expenses, and develop technical infrastructure. Currently, we plan to use the proceeds for the following:
- Development of COMSA token sale platform.
- Development of the COMSA CORE
- Development of the COMSA HUB.
- Development of crypto pegged tokens system.
- Development of fiat pegged tokens system.
- Add multi-language user interface and customer support to Zaif Exchange (English, Chinese and more).
- Add streamlined processes to list any ERC-20 tokens or Nem Mosaic tokens on Zaif Exchange.
- Add “/XEM” and “/ETH” to all the currency pairs.
- PR and marketing of COMSA solution and its related services.
Important Note: As noted elsewhere in these Terms, the Tokens are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this Exhibit C is intended to form the basis for any investment decision, and no specific recommendations are intended. Seller and Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit C, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing 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 service you use, may be able to misappropriate your Tokens.
Because Tokens are based on the Ethereum and Nem protocols, any malfunction, breakdown or abandonment of the Ethereum/Nem protocols may have a material adverse effect on the Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens by rendering ineffective the cryptographic consensus mechanism that underpins the respective protocols.
As with other decentralized cryptographic tokens based on the public blockchain protocol, the Tokens are susceptible to attacks by miners in the course of validating Token transactions on the applicable 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 Tokens, including, but not limited to, accurate execution and recording of transactions involving Tokens.
Hackers or other malicious groups or organizations may attempt to interfere with the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing.
The Tokens are intended to be used solely to expand the COMSA ecosystem. Company does not guarantee to support or otherwise facilitate any secondary trading or external valuation of Tokens. If Company were to support Tokens to be publicly traded on its Zaif Exchange, the listing requires a change of business statement that is registered with the local finance bureau, so that it is subject to a review of the regulator. This will create illiquidity risk with respect to the Tokens you hold.
Unlike bank accounts or accounts at some other 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, such as the Deposit Insurance Corporation, or private insurance arranged by us, to offer recourse to you.
The regulatory status of the Tokens, sale of Tokens and distributed ledger technology is far from clear or settled 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 the Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Tokens. Regulatory actions could negatively impact the Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that require registration or licensing, even before the Tokens are publicly traded. 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.
The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with purchasing Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
It is possible that COMSA platform will not be used by a large number of enterprises or projects so that there will be limited public interest in the creation and development of distributed ecosystems more generally. Such a lack of use or interest could negatively impact the development of the COMSA ecosystem and therefore the potential utility of Tokens.
The COMSA Platform is still under development and may undergo significant changes over time. Although we intend for the Tokens and COMSA platform to follow the specifications set forth in Exhibit A, and intend to take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the Tokens or COMSA platform for any number of legitimate reasons.
This could create the risk that the Tokens or COMSA platform, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and maintain COMSA platform, it is still possible that COMSA platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact COMSA platform and Tokens.
We intends to use the proceeds from selling Tokens to fund the maintenance and development of COMSA ecosystem, as described further in Exhibit B. The proceeds of the Token sale will be denominated in Ether, Bitcoin or Nem, and may be converted into other cryptographic and fiat currencies. If the value of Ether or other currencies fluctuates unfavorably during or after the Sale Period, we may not be able to fund development, or may not be able to develop or maintain COMSA platform in the manner that it intended.
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of cryptographic and fiat currencies, decrease in the Tokens’ utility, the failure of commercial relationships, or intellectual property ownership challenges, Company or Seller may dissolve.
Other than community voting system that might be implemented either within the Tokens or wallet, because Tokens confer no governance rights of any kind with respect to the COMSA ecosystem or Company, Seller or its corporate affiliates, all decisions involving COMSA ecosystem or Company, Seller or its corporate affiliates will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue COMSA initiative, to create and sell more Tokens for use in COMSA platform, or to sell or liquidate Company. These decisions could adversely affect the COMSA ecosystem and the Tokens you hold. To mitigate risks relating to a lack of governance rights in COMSA, Company and Seller anticipate that ICO Committee appropriately functions with a support of community voting system. However, it is uncertain whether this attempt will be successful.
Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks included in this Exhibit C, there are other risks associated with your purchase, holding and use of Tokens, including those that Company or Seller cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit C.
October 19, 2017 “Exhibit B 4.Applicable Exchange Rate”