TERMS AND CONDITIONS RELATING TO TOKEN SALE 

Last updated: 24 April 2023

PLEASE   READ   THESE   TERMS   AND   CONDITIONS   (“T&Cs”)   CAREFULLY.   BY   MAKING   A CONTRIBUTION TO CIPHER CRYPTO TECHNOLOGIES FOR THE PURCHASE OF CIPHER  TOKENS (“CIPHER ”) DURING THE TOKEN SALE,  YOU WILL  BE  BOUND  BY THESE  T&Cs AND ALL TERMS INCORPORATED HEREIN BY REFERENCE.

BY ACCEPTING THESE T&CS, YOU WILL BE ENTERING INTO A BINDING AGREEMENT WITH CIPHER CRYPTO TECHNOLOGIES. THESE T&Cs CONTAIN PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS. NOTE THAT CLAUSE 19 CONTAINS A BINDING ARBITRATION CLAUSE. IF YOU DO NOT AGREE TO THESE T&Cs, DO NOT MAKE A CONTRIBUTION FOR THE PURCHASE OF CIPHER AND NAVIGATE AWAY FROM THE TOKEN SALE WEBSITE.

 PARTIES TO THESE T&Cs

Cipher Crypto Technologies is a company incorporated and registered at, 26/1 2nd Floor, IBIS Hotel building, Hosur main road, Bangalore, Karnataka, INDIA..  and is the creator of its own proprietary token known as the ‘CIPHER Token’ (“CIPHER”) under these T&Cs (the “Company”) and references in these T&Cs to “CIPHER” “Company”, “we”, “our” or “us” shall be to Cipher Crypto Technologies and its respective successors in interests and assigns.

References in these T&Cs to “Contributor”, “your” or “you” are to the person/entity who accepts these T&Cs and agrees to and makes a contribution to the Company as set out in and on the terms of these T&Cs. You, personally, and the Company shall together be referred to as the “Parties” and references to a “Party” shall be to the relevant one of them as the context requires.

CIPHER PLATFORM

CIPHER is a digital utility crypto token/coin (the “CIPHER Platform”) CIPHER is a digital asset that represents partial ownership of the company which is similar to owning share/stock of the company. The CIPHER is listed on centralized and decentralized exchanges. The Cipher company also has its own P2P exchange and decentralized exchange CIPHERSWAP.The aim of CIPHER is to use the power of blockchain technology to facilitate on-demand, secure, global access to crypto services with transparency and accountability. The CIPHER Platform will allow both traditional fiat and digital asset traders to trade the digital assets. Additionally, the CIPHER Platform will have KYC norms for traders/users within a P2P exchange for registry where users can vouch for a user’s identity in a process known as ‘staking’ (which can be on a ‘peer-to-peer staking’ basis). Further, community engagement on the platform through participation in the affiliate processes will be rewarded with CIPHER. For a more detailed description of the proposed CIPHER Platform, please refer to:

1. the CIPHER websites at https://cipher.com.co

2. the CIPHER Whitepaper https://cipher.com.co/whitepaper.php  

3. the CIPHER Roadmap https://cipher.com.co/roadmap.php  

 (collectively referred to as the “Project Documentation”)

The information contained in the CIPHER  Whitepaper and on the CIPHER  website are of descriptive nature only, are not binding and do not form part of these T&Cs

If you have any questions relating to these T&Cs, please contact us at  

support@cipher.com.co

YOU AND COMPANY HEREBY AGREE AS FOLLOWS:

1. Scope of T&Cs

1. Save as otherwise set out in these T&Cs, these T&Cs (including any terms incorporated herein by reference) govern only your contribution to the Company for the purchase of CIPHER. (as such term is defined in clause 3.1 below).

2. Any potential future use of CIPHER in connection with the provision or receipt of services on the CIPHER Platform, shall be subject to and governed by such other applicable terms, conditions and policies relating to the use of the CIPHER Platform (the “Platform Terms”). Such Platform Terms will be made available to CIPHER Platform users, if and when the CIPHER Platform is successfully developed and deployed.

2. Token Trading
   
   

1. Our aim is to create a unified ecosystem business without conducting an ICO or IEO. It is purely NON ICO business model. We target to distribute the Cipher token when a person utilizes our service or program or trade. Cipher transactions are truly efficient, transparent, and tradeable.
   
   

2. Trading may be made daily trading period of time. The trading period shall commence on 20 May 2018 at approximately 00.00GMT.

3. Trader shall be required to check the https://cipher.com.co/exchange/public website in order to ensure that any trading is made prior to the conclusion of the trading period.

3. Creation and issue of CIPHER through the Smart Contract System
   
   

1. Company has deployed a smart contract system (the “Smart Contract System”) on the Ethereum blockchain, Binance smart chain, Algorand blockchain, Stellar blockchain and Polygon PoS blockchain for the purposes of creating CIPHER and issuing such CIPHER to the users/traders/shareholders. CIPHER shall be based on the ERC20, BEP20, ASA and Asset token, standard and is intended to have the functionality set out in Schedule 1.

   NOTE: CIPHER (CPR) project migrated to POLYGON PoS network.

2. The Smart Contract System shall be made available to public during the trading days on listed exchanges.

3. The total number of CIPHER available supply shall be 10,800,000,000.00 CPR.

4. The Smart Contract System shall be made available to the traders on listed exchanges and as well company’s own exchange https://cipher.com.co/exchange/public.

5. The maximum number of CIPHER created by the Company shall be 10,800,000,000.00 CPR (the “Maximum Token Supply”) of which:

1. 80% of CIPHER TOKENS shall be available for public during the trading days at exchange

2. 6% of CIPHER TOKENS will be reserved for the product development.

3. 10% of CIPHER TOKENS will be distributed among development team and/or employees, subject to their respective vesting schedules as may be agreed between the Company and a relevant development team and/or employee.

4. 1% of CIPHER TOKENS will be reserved for (CSR) Corporate social responsibility

5. 3% of CIPHER TOKENS will be distributed among advisors and bounty programs.

4. Method of Sale
   
   

1. You may trade at CIPHER listed exchanges during the Trading days in Ether (“ETH”)/MATIC in accordance with clause 4.2, provided that the minimum amount that you may contribute under these T&Cs shall be 0.001 ETH. The creation and issue of CIPHER shall be initiated by the Contributor transferring an amount of ETH (the “Contribution Amount”) during the trading Period in the manner described in this clause 4.
   
   

2.  Users/traders to be made in ETH/MATIC must be sent from an particular blockchain wallet on the Token trade at exchange in accordance with this clause 4.2. Your wallet address shall be required to verify your deposit at exchange and to enable exchange to issue CIPHER to your account (as further described in clause 3).
   
   

3.  To the extent that any third-party website, service or smart-contract offers to receive trading service (BUY/SELL) and issue CIPHER or facilitates the allocation or transfer of CIPHER in any way during the trading Period, such third-party websites or services are, unless expressly set out in these T&Cs or mentioned on the CIPHER Platform’s website, not authorized by Company nor do they have any legal or commercial relationship in any way with Company, the CIPHER Platform or CIPHER.
   
   

4.  In order to receive CIPHER Tokens, users must have an Ethereum wallet that supports the ERC20 token standard (in other words the user’s Ethereum wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of CIPHER, being tokens that are created based on the ERC20 token standard). The Company reserves the right to prescribe additional conditions relating to the specific wallet requirements at any time acting in its sole and absolute discretion.
   In order to receive CIPHER Tokens, users must have an Binance smart chain wallet that supports the BEP20 token standard (in other words the user’s BSC wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of CIPHER, being tokens that are created based on the BEP20 token standard). The Company reserves the right to prescribe additional conditions relating to the specific wallet requirements at any time acting in its sole and absolute discretion.
   In order to receive CIPHER Tokens, users must have an ALGORAND wallet that supports the ASA token standard (in other words the user’s ALGORAND wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of CIPHER, being tokens that are created based on the ASA token standard). The Company reserves the right to prescribe additional conditions relating to the specific wallet requirements at any time acting in its sole and absolute discretion.
   In order to receive CIPHER Tokens, users must have a Stellar wallet that supports the ASSET token standard (in other words the user’s Stellar wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of CIPHER, being tokens that are created based on the Asset token standard). The Company reserves the right to prescribe additional conditions relating to the specific wallet requirements at any time acting in its sole and absolute discretion.
   
   

5.  Subject to compliance with the foregoing provisions of this clause 4, delivery of CIPHER to the trader’s Ethereum/Binance smart chain/Algorand/Stellar address shall be made automatically by the Smart Contract System on or around the expiry of the trading period, subject to

1. mining risks as identified in these T&Cs; and

2. ordinary blockchain waiting periods for ERC20 tokens on the Ethereum Blockchain, provided that where it is not possible to deliver CIPHER to the Contributor’s Ethereum wallet
   
   

3. address within the timeframes envisaged by this clause 4.5, the Company shall exercise reasonable endeavors to procure that delivery shall be made within a reasonable time after the expiry of the Contribution Period.

5.  CIPHER  Price
   
   

1. In order to calculate the CIPHER to be allocated following a contribution, Company shall use the following allocation methods in this clause 6.
   
   

2. The price per CIPHER will be denominated in US Dollars (“USD”), and the base price of CIPHER shall be 0.016* USD = 1 CIPHER. (* The price value may change according to daily trade at market)

3. For contributions received in ETH, the CIPHER  to be allocated to the Contributor by the Company shall  be  calculated  automatically  by  the  Smart  Contract  System  which  shall  perform  the calculation by:

1. obtaining the daily average market price of 1 ETH in USD from https://www.coinmarketcap.com (and where no rate is made available from 

https://www.coinmarketcap.com the Company shall amend the Smart Contract System and set a rate in its sole discretion based on an average  rate  of  exchange  from three or more crypto-currency  exchanges)  for  the previous day to the day in which the Contribution Period begins or, if later, in the Company’s discretion, the date on which the contribution is received by the Company (the “Ether Rate”);

2. dividing the Contribution Amount received in ETH by the Ether Rate to in order to work out the US dollar equivalent received (the “USD/ETH Equivalent”);

3. dividing the USD/ETH Equivalent by 0.016 in order to determine the CIPHER to be allocated (the “CIPHER Allocation”);

4. rounding to eighteen decimal places in cases where the CIPHER Allocation is a fraction of a whole number.

4. Company shall not be responsible or liable for any losses which may be suffered by the Contributor as a result of the conversion methodology outlined at clause 5.3, nor shall we be liable for any errors in the rates of exchange published on https://www.coinmarketcap.com or by any crypto-currency exchange from which we may obtain exchange rates pursuant to such conversion methodologies.

6. Token Functionality
   
   

1. Ownership of CIPHER  carries no rights, whether express or implied, other than a limited potential future right or expectation to use and interact with the CIPHER  Platform as may be made available from time to time, (as further described in Schedule 1), if and to the extent the CIPHER  Platform   is successfully developed and deployed. Any potential future right or expectation relating to the provision and receipt of services on the CIPHER  Platform shall be subject to any restrictions and limitations set out in these T&Cs and/or the Platform Terms (as applicable).

2. You acknowledge and accept that CIPHER  do not represent or constitute:

1. any ownership right or stake, share, equity, security, commodity, bond, debt instrument or any other financial instrument or investment carrying equivalent rights

2. any right to receive future revenues, shares or any other form of participation or governance right from, in or relating to Company, and/or the CIPHER  Platform ;

3. any form of money or legal tender in any jurisdiction, nor do they constitute any representation of money (including electronic money); or

4. the provision of any goods and/or services as at the date that these T&Cs form a binding agreement between the Parties.

3. Protections offered by applicable law in relation to the acquisition, storage, sale and/or transfer of the instruments and/or investments of the types referred to in the sub-clauses of clause 7 shall not apply to any contribution made under these T&Cs for the acquisition of CIPHER or to your storage, sale and/or transfer of CIPHER.

4. The Company makes no warranties or representations and offers no assurances (in each case whether express or implied) that CIPHER shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the CIPHER Platform, as well as any warranties of title or implied warranties of merchantability of fitness for a particular use with respect to the CIPHER or their functionality, or with respect to the CIPHER Platform.  The Contributor   understands, acknowledges   and   agrees   that, the   Company   makes   no representations or warranties that CIPHER shall confer any actual or exercisable rights of use, functionality, features, purpose or attributes in connection with the CIPHER Platform.   As a result, the Contributor acknowledges and understands that the Contributor may never receive delivery of CIPHER and may lose the entire amount of the contribution made to the Company.

7.   Risks

You acknowledge and agree that sending a contribution to the Company, the creation and issue of CIPHER and the Company’s efforts to promote use of the CIPHER Platform, including without limitation development and deployment thereof, carries significant financial, regulatory and reputational risks, including but not limited to those set out in Schedule 3 of these T&Cs.

BY  MAKING  A  CONTRIBUTION  TO  COMPANY  AND  ACCEPTING  THESE  T&Cs  YOU EXPRESSLY AND FINALLY ACKNOWLEDGE, ACCEPT AND ASSUME ALL THESE RISKS SET OUT IN SCHEDULE 3.

8.  Audit of the Smart Contract System

1. Company shall exercise reasonable endeavors to have the Smart Contract System audited and approved by technical experts with regard to both accuracy and security of the underlying code.

2. Notwithstanding clause 10.1, smart contract technology is still in an early stage of development and its application is currently of an experimental nature, which carries significant operational, technological, financial, regulatory and reputational risks.  Accordingly,  whilst  any  auditing conducted shall raise the level of security and accuracy of the Smart Contract System, you acknowledge, understand and accept that the audit does not amount to any form of warranty, representation or assurance (in each case whether express or implied) that the Smart Contract System  and  CIPHER   are  fit  for  a  particular  purpose  or  that  they  are  free  from  any  defects, weaknesses, vulnerabilities, viruses or bugs which could cause, inter alia, the complete loss of ETH contributions, and/or CIPHER .

9. Security

You are responsible for implementing all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism you use to send a contribution to Company and to receive and store CIPHER  that are issued to you by the Smart Contract System, 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 CIPHER. Company shall not be responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of CIPHER nor shall we be under any obligation to recover or return any CIPHER and we hereby exclude (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissions which result in your loss of (including your loss of access to) CIPHER issued to you during the Token Sale.

10.  Right to Request Information

1. Before you are able to make a contribution to the Company or at any time after making a contribution, we may (in our sole and absolute discretion):

1. request you to provide certain information and documentation for the purposes of complying with any “know your customer” or similar obligations to which we may be subject; and

2. determine that it is necessary to obtain certain other information about you in order to comply with applicable laws and regulations in connection with the creation and issue of CIPHER to you.

2. You agree that you shall, promptly upon the Company’s request, supply such information and documentation as may be reasonably requested by us pursuant to clause 12.1 in order for us to:

1. carry out, to our satisfaction, all necessary “know your customer” and other similar checks which we may be obliged to perform; and

2. ensure,  to  our  satisfaction,  that  we  have  complied  with  all  applicable  laws  and regulations in connection with the creation and issue of CIPHER  to you as contemplated by these T&Cs.

3. You acknowledge and accept that we may refuse or reject any contributions for the purchase of CIPHER  until you provide all information and documentation that we may request under this clause 12  and  we  have  determined that  it is  permissible to  create  and  issue  CIPHER   to  you  under applicable law.

11. Anti-Money Laundering, Economic Sanctions, Anti-Bribery And Anti-Boycott

1. Identity of the Contributor and Beneficial Owners.  Neither the Contributor, nor any of its affiliates  or  direct  or  indirect  beneficial  owners;  (i)  appears  on  the  Specially  Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC“), nor are they otherwise a party with which the Company is prohibited to deal under the laws of the United States; (ii) is a person identified as a terrorist organization on any other relevant lists maintained by governmental authorities; or (iii) unless otherwise disclosed in writing to the Company prior to the date of this Agreement, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political  figure.   The  Contributor  further  represents  and  warrants  that,  if  applicable,  the Contributor: (i)  has conducted  thorough due diligence  with  respect to  all  of its beneficial owners; (ii) has established the identities of all direct and indirect beneficial owners and the source of each beneficial fund; and (iii) will retain evidence of those identities, any source of funds and any due diligence.

2. Source and Use of Funds. The Contributor represents, warrants and agrees that:

1. no payment or other transfer of value to the Company and no payment or other transfer of value to the Contributor shall cause the Company to be in violation of applicable U.S.  federal or state or non-U.S.  laws or regulations, including, without limitation, anti-money laundering, economic sanctions, anti-bribery or anti-boycott laws or regulations, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the various statutes, regulations and executive orders administered by OFAC (“OFAC Regulations “).

2. no payment or other transfer of value to the Company is or will be derived from, pledged for the benefit of, or related in any way to, (i) the government of any country designated by the U.S.  Secretary  of  State  as  a  country  supporting  international terrorism, (ii) property that is blocked under any OFAC Regulations or that would be blocked under OFAC Regulations if it were in the custody of a U.S. national, (iii) persons to whom U.S. nationals cannot lawfully export services, or with whom U.S. nationals cannot lawfully engage in transactions under OFAC Regulations, (iv) the government of any country that has been designated as a non-cooperative country or designated by the U.S. Secretary of the Treasury as a money laundering or (v) directly or indirectly, any illegal  activities.    The Contributor acknowledges that, pursuant to anti-money laundering   laws   and   regulations, the   Company   may   be   required   to   collect documentation verifying the identity and the source of funds used to acquire a Token before, and from time to time after, the date of this Agreement.

3. all payments or other transfer of value to the Company by the Contributor will be made through an account (or virtual currency public address whose associated balance, either directly or indirectly, has been funded by such an account) located in a jurisdiction that does not appear on the list of boycotted countries published by the U.S. Department of Treasury pursuant to § 999(a)(3) of the Internal Revenue Code as in effect at the time of the payment or other transfer of value.  In the event that the Contributor is, receives deposits from, makes payments to or conducts transactions relating  to a non-U.S. banking institution (a “Non-U.S. Bank“) in connection with the acquisition of Tokens, the Non-U.S. Bank: (1) has a fixed address, other than an electronic address or a post office box, in a country in which it is authorized to conduct banking activities, (2) employs one or more individuals on a full-time basis, (3) maintains operating records related to its banking activities, (4) is subject to inspection by the banking authority that licensed it to conduct banking activities and (5) does not provide banking services to any other Non- U.S. Bank that does not have a physical presence in any country and that is not a registered affiliate.

3.  Additional Information.  The Contributor will provide to the Company at any time during the existence of the Company any information that the Company determines to be necessary or appropriate (i) to comply with the anti-money laundering laws, anti-terrorism laws, rules and regulations and or any similar laws and regulations of any applicable jurisdiction and (ii) to respond to requests for information concerning the identity and or source of funds of the Contributor  from  any  governmental  authority,  self-regulatory  organization  or  financial institution in connection with its anti-money laundering compliance procedures, or to update that information.  The Contributor understands and acknowledges that the Company may be required to report any action or failure to comply with information requests and to disclose the identity to governmental authorities, self-regulatory organizations and financial institutions, in certain circumstances without notifying the Contributor that the information has been so provided. The Contributor further understand and agrees that any failure on its part to comply with  this  clause  13.3  would  allow  the  Company  to  terminate  the  agreement  with  the Contributor and require the forfeiture of any Tokens previously delivered to the Contributor.

4. Filing of Suspicious Activity Reports.   The Contributor  acknowledges  and  agrees that the Company, in complying with anti-money laundering statutes, regulations and goals, may file voluntarily or as required by law, a suspicious activity report (“SAR“) or any other information with governmental and law enforcement agencies that identify transactions and activities that the Company reasonably determine to be suspicious, or is otherwise required by law.  The Contributor acknowledges that the Company is prohibited by law from disclosing to third parties, including the Contributor, any SAR filing itself or the fact that a SAR has been filed.

5. Voluntary Compliance. The Contributor understands and agrees that the Company may not be obligated to comply with any U.S. anti-money laundering requirements, but has chosen to voluntarily comply with such requirements as the Company has deemed appropriate in its sole discretion.  The Contributor agrees to cooperate with the Company as may be required in the reasonable opinion of the Company in connection with such compliance.

12.  Indemnity

1. Contributor Indemnification. To the fullest extent permitted by applicable law, the Contributor will indemnify, defend and hold harmless the Company and Company‘s employees, officers, directors, contractors, consultants, shareholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Indemnified Parties”) from and against all actual or threatened claims, lawsuits, damages, awards, judgments, losses, investigations (whether formal or informal), liabilities, obligations,  penalties,  interest,  fees,  expenses  (including,  without  limitation,  reasonable attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever,   whether   claimed   by   the   Indemnified   parties   or   third   parties   including governmental authorities, and whether known or unknown, foreseen or unforeseen, matured or unmatured,  or  suspected  or  unsuspected,  in  law  or  equity,  whether  in  tort,  contract  or otherwise (collectively, “Claims”) arising from or relating to (i) the Contributor’s acquisition or use of Tokens; (i) the performance or non-performance of the Contributor’s responsibilities or obligations under these T&Cs; (iii) the Contributor’s breach of these T&Cs; (iv) any inaccuracy in any representation or warranty of the Contributor; (v) the Contributor’s violation of any rights (including, but not limited to, intellectual property rights) of any other person or entity or (vi) any  act  or  omission  of  the  Contributor  that  is  negligent,  unlawful  or  constitutes  willful misconduct.  This foregoing indemnity is in addition to, and not in lieu of, any other remedies that may be available to the Company Parties under applicable law.

2. Limitation of Liability.   To the fullest extent permitted  by  applicable law, the Contributor disclaims any right of action against any Company Indemnified Party that would give rise to any liability whatsoever on the part of any Company Indemnified Party as a result of (i) the inability of the Contributor to use the Tokens or the Platform, including as a result of any termination or suspension of the Platform, power outages, maintenance, defects, system failures or other interruptions, (ii) the cost of procurement of substitute goods or services, (iii) any investments, expenditures or commitments made by the Contributor in connection with this Agreement or the use by the Contributor of the Platform or (iv) any unauthorized access to, or alteration of, or the deletion, destruction, damage, loss or failure to store any data, including records, private key or  other  credentials,  associated  with  any  Tokens.   In  no  circumstances  shall  a  Company Indemnified Party be liable to the Contributor (whether in contract, tort, breach of statutory duty, restitution or otherwise) for any of the following types of losses:

1. any loss of profits, loss of business, loss of revenue or income, loss of contract, loss or depletion of goodwill or business opportunity, loss of anticipated savings or like loss; and

2. incidental, indirect, consequential, special or punitive losses and damages,

3. in each case regardless of the cause of action, whether the Company Indemnified Party was advised of the possibility of such losses arising or whether such losses were foreseeable.

3. Damages.   Notwithstanding anything in clause 14.2 to the contrary, (i) the limitations and exclusions of liability set forth in clause 14.2 shall not limit or exclude liability for the gross negligence, fraud or intentional, or willful misconduct of any Company Indemnified Party and (ii) the  maximum  joint  liability  of  the  Company  Indemnified  Parties  in  the  aggregate  to  the Contributor under or in connection with these T&Cs shall not exceed the Contribution Amount.

13. Intellectual Property

1. In this clause 15, “Company’s IP Rights” means in relation to the Company, the CIPHER , the Token Sale/Trade,  the  CIPHER   Platform  and  the  Company’s  website,  all:  (i)  patents,  inventions,  designs, copyright  and  related  rights,  database  rights,  knowhow  and  confidential  information, trademarks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) all other rights of a similar nature or having an equivalent effect anywhere  in  the  world  which  currently  exist  or  are recognized in  the  future;  and  (iii)  all applications, extensions and renewals in relation to any such rights.

2. Except as expressly set out in these T&Cs, you are not entitled, for any purpose, to any of the Company’s IP Rights. We shall at all times retain ownership, including  all rights, title and interests in and to the Company’s IP Rights and you understand and accept that by making a contribution for the purchase of CIPHER  pursuant to these T&Cs you shall not:

1.  acquire or otherwise be entitled to any Company’s IP Rights;

2. make a claim in respect of any Company’s IP Rights or any other equivalent rights; or

3. use, attempt to use, copy, imitate or modify (whether in whole or in part) any Company’s IP Rights, except with our prior written consent.

14. Disclaimers

1.  To the fullest extent permitted by applicable law and except as otherwise specified in writing by us:

1. CIPHER   are  sold  on  an  “as  is”  and  “as  available”  basis,  without  any  warranties  or representations   of   any   kind,   and   we   expressly   disclaim   all   warranties   and representations relating to the CIPHER  (whether express or implied), including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement;

2. we do not represent or warrant that CIPHER  are reliable, current or defect-free, meet your requirements, or that any defects will be corrected; and

3. we cannot and do not represent or warrant that CIPHER or the delivery mechanism for CIPHER are free of viruses or other harmful components.

2. Neither  these  T&Cs  nor  the  Project  Documentation  constitute  a  prospectus  or  offering document, and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial  instrument  in  any  jurisdiction.  CIPHER   should not be acquired for speculative or investment purposes with the expectation of making a profit on immediate or future re-sale.

3. No regulatory authority has examined or approved of any of the information set out in these T&Cs and/or the Project Documentation. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of these T&Cs and/or the Project Documentation does not imply that applicable laws, regulatory requirements or rules have been complied with.

15.  Limitation of Liability

1. To the fullest extent permitted by applicable law, in no circumstances shall:

1.  Company or any of the Company Indemnified Parties be liable for any direct, indirect, special, incidental or consequential loss of any kind (including, but not limited to, loss of revenue, income, business or profits, loss of contract or depletion of goodwill, loss of anticipated savings, loss of use or data, or damages for business interruption or any like loss) arising out of or in any way related to the acquisition, storage, transfer or use of CIPHER  or otherwise related to these T&Cs, regardless of the cause of action, whether based in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis (even if Company or any of the Company Indemnified Parties have been advised of the possibility of such losses and regardless of whether such losses were foreseeable); and

2.  the  aggregate liability  of Company  and  the Company  Indemnified  Parties (jointly), whether in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis, arising out of or relating to these T&Cs or the use of or inability to use CIPHER , exceed the amount of your contribution.

2. The limitations and exclusions of liability set out in clause 17.1 shall not limit or exclude liability for the gross negligence, fraud or intentional, or willful misconduct of any Company Indemnified Party, nor shall it limit or exclude any losses for which, as a matter of applicable law, it would be unlawful to limit or exclude liability.

16. Taxation

1.  You are solely responsible for determining whether your contribution to Company for the purposes described hereunder, the transfer of ETH, the creation, ownership, use, sale, transfer or liquidation of CIPHER, the potential appreciation or depreciation in the value of CIPHER over time (if any), the allocation of CIPHER and/or any other action or transaction contemplated by these T&Cs or related to the CIPHER Platform will give rise to any tax implications on your part.

2. You are also solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in which you may be liable to pay tax. Company shall not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any taxes (including, but not limited to, any income, capital gains, sales, value added or similar tax) which may arise from your contribution and acquisition of CIPHER  under or in connection with these T&Cs.

3.  You agree not to hold Company or any of the Company Indemnified Parties liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of CIPHER or any other action or transaction related to the CIPHER Platform.

17. Dispute Resolution by Arbitration

PLEASE READ THE FOLLOWING CLAUSE CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS CLAUSE REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH CIPHER AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

1. Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief  for  the  alleged  unlawful  use  of  intellectual  property,  including,  without  limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (i) waive your and Company’s respective rights to have any and all Disputes arising from or related to these T&Cs resolved in a court, and (ii) waive your and Company’s respective rights to a jury trial. Instead, you and Company agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

2. No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these T&Cs is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another person or group of persons. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

3. Arbitration Rules.  The  enforceability  of  this  clause  19  will  be  both  substantively  and procedurally governed by and construed and enforced in accordance with the International Chamber of Commerce Rules of Arbitration, to the maximum extent permitted by applicable law.

4. Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally.  Notice  to  Company   shall  be  sent  by   e-mail  to support@cipher.com.co. Notice to you shall be sent to any address you provide to us in writing in a notice. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and Company cannot agree how to resolve the Dispute within thirty (30) days after the date that the notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this clause 19, commence an arbitration proceeding or, to the extent specifically provided for in clause 19.1, file a claim in court.

5. Process. Any arbitration will occur in Gibraltar. The arbitration will be conducted confidentially by a single arbitrator appointed by the Gibraltar Chamber of Commerce in accordance with the rules  of  the  International  Chamber  of  Commerce  Rules  of  Arbitration,  which  are  hereby incorporated by reference.  The courts located in Gibraltar will have exclusive jurisdiction over any appeals and the enforcement of an arbitration decision.

6. Authority of Arbitrator. These T&Cs, the applicable International Chamber of Commerce Rules of Arbitration and the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural  and  substantive  decisions  regarding  a  Dispute,  including  the  determination  of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court, provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these T&Cs. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

7. Arbitration Rules. The International Chamber of Commerce Rules of Arbitration and additional information     about     International     Chamber     of     Commerce     are     available     at https://iccwbo.org/dispute-resolution-services/arbitration/rules-of-arbitrat ion. By agreeing to be  bound  by  these  T&Cs,  you  either  (i)  acknowledge  and  agree  that  you  have  read  and understand the International Chamber of Commerce Rules of Arbitration, or (ii) waive your opportunity to read the International Chamber of Commerce Rules of Arbitration and any claim that the International Chamber of Commerce Rules of Arbitration are unfair or should not apply for any reason.

8. Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this clause 19 is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this clause 19 will remain valid and enforceable. Further, the waivers set forth in clause 19.2 above are severable from the other provisions of these T&Cs and will remain valid and enforceable, except as prohibited by applicable law.

18. Miscellaneous

1. The Contributor understands and accepts that the network of miners will ultimately be in control of the Smart Contract System and that a majority of these miners could agree at any point to make changes to the official Smart Contract System and to run a new version of the Smart Contract System. Such a scenario could lead to CIPHER losing intrinsic value.

2.  We may amend these T&Cs from time to time, including where there are changes to the intended functionality of CIPHER or as may be otherwise required by any laws or regulatory requirements to which we are subject. If we make any amendments to these T&Cs, we will publish a notice together with the updated T&Cs on our website and we will change the “Last Updated” date at the top of these T&Cs. Any amended T&Cs shall become effective immediately upon the publication of notice and updated T&Cs on our website. It is your responsibility to regularly check our website for any such notices and updated T&Cs.

3. If any term, clause or provision of these T&Cs is found to be illegal, void or unenforceable (in whole or in part), then such term, clause or provision shall be severable from these T&Cs without affecting the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these T&Cs, which shall remain in full force and effect.

4. These T&Cs constitute the entire agreement between the Parties in relation to its subject matter. These T&Cs replace and extinguish any and all prior agreements, draft agreements, arrangements, warranties, statements, assurances, representations and undertakings of any nature made by, or on behalf of the Parties, whether oral or written, public or private, in relation to that subject matter.

5.  You acknowledge that by accepting these T&Cs, you have not relied on any oral or written statements, warranties, assurances, representations or undertakings which were or may have been made by or on behalf of Company in relation to the subject matter of these T&Cs at any time before your acceptance of them (“Pre-Contractual Statements”), other than those set out in these T&Cs. You hereby waive any and all rights and remedies which might otherwise be available in relation to such Pre-Contractual Statements.

6. Nothing in these T&Cs shall be deemed to create any form of partnership, joint venture or any other  similar  relationship  between  you  and  Company  and/or  other  individuals  or  entities involved with the development and deployment of the Smart Contract System and/or the Company Indemnified Parties and/or the CIPHER  Platform.

7. Subject to clause 19, these T&Cs and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with Gibraltar Law.

8. The Parties irrevocably agree that the Gibraltar courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these T&Cs or their subject matter or formation (including non-contractual disputes and claims).

* * * * * 

SCHEDULE 1

INTENDED FUNCTIONALITY OF CIPHER ON CIPHER PLATFORM

The CIPHER tokens (“CIPHER”) are utility tokens to be used on the CIPHER Platform. CIPHER are not securities. CIPHER is not intended for speculative investment. CIPHER makes no promises of future performance or future value of CIPHER. Holding CIPHER is in no way the equivalent of holding a share in the Company: it does not allow the token holder to participate in Company decision making, profits, revenue share, or otherwise, and CIPHER or holders of CIPHER (“CIPHER Token holders”) have no rights in the Company, implied or otherwise.

Importantly, CIPHER Token holders should have no expectation of profiting from their purchase of CIPHER. CIPHER  are sold as a functional good and all proceeds received by the Company in connection with the operation of its business, including without limitation developing and deploying the CIPHER  Platform, as well as all proceeds received by the Company in connection with the sale of CIPHER  may be spent freely by Company, absent any conditions or restrictions.

Terms used below and not defined in these T&Cs are taken from the latest version of the Company’s

Whitepaper, and are subject to change without notice.

POSSIBILITY OF CHANGE TO THE FUNCTIONALITY OF CIPHER

PLEASE NOTE THAT WE ARE IN THE PROCESS OF UNDERTAKING A LEGAL AND REGULATORY ANALYSIS OF THE FUNCTIONALITY OF CIPHER. FOLLOWING THE CONCLUSION OF THIS ANALYSIS, WE MAY DECIDE TO AMEND THE INTENDED FUNCTIONALITY OF CIPHER IN ORDER TO ENSURE COMPLIANCE WITH ANY LEGAL OR REGULATORY REQUIREMENTS TO WHICH WE OR THE CIPHER ARE SUBJECT. WE SHALL PUBLISH A NOTICE ON OUR WEBSITE OF ANY CHANGES THAT WE DECIDE  TO  MAKE  TO  THE  FUNCTIONALITY  OF  CIPHER   AND  IT  IS  YOUR  RESPONSIBILITY  TO REGULARLY CHECK OUR WEBSITE FOR ANY SUCH NOTICES. 

SCHEDULE 2

Contributor Representations and Warranties

By participating in the Token trading and sending a contribution to Company, you hereby represent and warrant that:

1.  you have read and understood these T&Cs (including all the Schedules hereto);
   
   

2. you have the necessary authority and consent to accept these T&Cs, to enter into a binding agreement with Company and to perform the obligations set out herein;
   
   

3. the acceptance of these T&Cs and the entry into a binding agreement with Company shall not result in any breach of, be in conflict with, or constitute a material default under: (i) any provision of the Contributor’s constitutional or organizational documents (in  the  case  of  a  corporate  entity  including,  without  limitation,  any  company  or partnership);  (ii)  any  provision  of  any  judgment,  decree  or  order  imposed  on  the Contributor by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which the Contributor is a party or by which the Contributor is bound;

4.  you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and  intricacies associated with cryptographic tokens (like ETH), token storage   facilities   (including   digital   token   wallets),   blockchain   technology   and blockchain-based software systems;

5. you  have  obtained  sufficient  information  about  the  potential  future  use  and functionality of CIPHER  to make an informed decision to participate in the Token Sale pursuant to these T&Cs;

6. you understand that CIPHER  confer only a limited potential future right or expectation to use and interact with the CIPHER  Platform as more particularly described in Schedule 1, and that CIPHER  confer no other rights of any kind with respect to Company and/or the CIPHER   Platform, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property rights), or other financial or legal rights;

7. if you are an individual, you are at least 18 years of age, you have sufficient legal capacity to accept these T&Cs and to enter into a binding agreement with Company on the terms set out herein;

8. if you are making a contribution for the acquisition of CIPHER  as a corporate entity, such entity is duly incorporated, registered and validly existing under the applicable laws of the jurisdiction in which the entity is established;

9. you are making a contribution for the purchase of CIPHER  solely for your own benefit and not for, or for the benefit of, any other person, entity or purpose;

10. you are making a contribution for the purchase of CIPHER to support the development, testing, deployment and operation of the CIPHER Platform and to potentially use and interact with the CIPHER Platform at a future point in time. You are not making a contribution under these T&Cs for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;

11. any contribution to be made by you for the purchase of CIPHER  is not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing activities, and the Contributor shall not use the Tokens to finance, engage in, or otherwise support any unlawful activities;

12. you shall not use CIPHER  to finance, engage in, or otherwise support any unlawful activities;

13. the contribution shall be transferred to Company from (i) an Ethereum wallet that: (i) is registered in your name or in the name of a person who is duly authorized by you to send a contribution to Company or is otherwise under your control; and (ii) is not located in or that is not registered in the name of a person located in or resident of any country or territory in which the transactions contemplated by this Agreement is or becomes illegal or any country or territory that has been designated by the Financial Action Task Force as a “non-cooperative country  or territory” (each a “Prohibited Jurisdiction”);

14. making a contribution and receiving CIPHER  under these T&Cs is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you  may  be  subject  and  any  contribution  shall  be  made  in  full  compliance  with applicable laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction);

15. you are not a citizen of or resident or domiciled in a Prohibited Jurisdiction or making a contribution for the purchase of CIPHER  from a location in a Prohibited Jurisdiction, nor are you an entity (including, but not limited to, any company or partnership) incorporated, established or registered in or under the laws of a Prohibited Jurisdiction, nor are you making a contribution for the purchase of CIPHER  for or on behalf of any such person or entity;

16. you are not the subject of any sanctions administered or enforced by any country, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is the subject of a country-wide or territory-wide  sanction  imposed  by  any  country  or  government  or  international authority.

17. you will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, storage, sale or transfer of CIPHER ; and

18. you shall provide the details of an Ethereum wallet that supports the ERC20 token standard (i.e. technically supports the receipt, storage, holding and transfer of tokens such as CIPHER).

19. the  Contributor  understands  and  accepts  the  risks  of  participating  in  early  stage blockchain start-up businesses and acknowledges that these risks are substantial. The Contributor, if a natural person, represents either (i) that the any contribution made by the  Contributor does  not represent  a meaningful  or substantial  proportion  of the Contributor’s wealth or net worth, and that the Contributor is willing to accept the risk of loss associated with such contribution or contributions made under the terms of these T&Cs or (ii) that, in each of the prior two years from the date of these T&Cs, you have earned income that exceeded USD $200,000 (or USD $300,000 together with a spouse), and reasonably expect to earn not less than such amount for the current year, or you have a net worth over USD $1,000,000 (excluding the value of the your primary residence).

20. the Contributor understands and accepts that on receipt of the Contribution Amount, such contribution shall immediately become the sole and exclusive property of the Company who shall be entitled to apply the contribution towards the development of the CIPHER Platform and other business operating expenses. The application of the Contribution  Amount  shall  be  determined  by  the  Company  acting  in  its  sole  and absolute  discretion  and  the  Company  shall  be  under  no  obligation  to  inform  the Contributor or verify to the Contributor how the Contribution Amount is used.

21. the Contributor understands and agrees that CIPHER themselves are not securities or commodities and this Agreement does not constitute an option or forward commitment to acquire or receive any securities or commodities or financial instrument of any kind. CIPHER have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the securities laws of any state or the securities laws of any other jurisdiction, nor is that registration contemplated. The acquisition and delivery of CIPHER is not subject to the protections of any laws governing securities, commodities or other types of financial instruments, including, without limitation, the protections provided under the Securities Act or comparable state law. Neither the Project Documentation nor these T&Cs constitute a prospectus or offering document and do not and are not intended to constitute an offer to sell, nor the solicitation of any offer to buy, an investment, a security or a commodity, or an option on or any other right to acquire any such investment, security or commodity. Neither the Project Documentation nor these T&Cs have been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization.

22. The Contributor acknowledges and agrees that once delivered to the Contributor, CIPHER  may not be sold, assigned, transferred or traded, either directly or beneficially, until the expiration of such restricted period following the Token Sale as may be imposed by the Company  or  otherwise  required  by  applicable  law.  In  addition,  the  Contributor acknowledges and agrees that CIPHER  may be subject to other restrictions with respect sales, trading, transfers and assignments as provided herein and in these T&Cs, which shall be binding on all holders of CIPHER  including, without limitation, the Contributor 

SCHEDULE 3

RISK FACTORS

1. Risk of software weaknesses: because CIPHER, the Smart Contract System and the CIPHER Platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on CIPHER, the Smart Contract System and/or the CIPHER Platform. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the CIPHER  (including the utility of CIPHER   for  obtaining  services),  the  Smart  Contract  System  and/or  the  CIPHER   Platform,  by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.  The Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development stage and unproven.  There  is  no  warranty  or  assurance  that  the  process  for  creating  CIPHER   will  be uninterrupted or error-free and why there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of contributions and/or CIPHER .

2. Regulatory risk: blockchain technology allows new forms of interaction and it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the Smart Contract System and which may, inter alia, result in substantial modifications to the Smart Contract System and/or the CIPHER  Platform, including its termination and the loss of CIPHER  for the Contributor. Additionally, regulation of proposed activities of the CIPHER Platform, including without limitation the CIPHER Platform, is currently uncertain. It is not known what regulatory framework the CIPHER Platform and associated activities will be subject to, the nature and obligations that will be imposed on Company in order to comply with any such regulatory framework or when/if Company will even be able to apply to be regulated, or successfully obtain the necessary licenses so that it may lawfully carry out its proposed business activities.

3. Risks associated with uncertain regulations and enforcement actions: the regulatory status of CIPHER and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including specifically (but without limitation to) the CIPHER Platform and CIPHER. It is likewise difficult to predict how or whether any legislative or regulatory authorities  may  implement  changes  to  law  and  regulation  affecting  distributed  ledger technology and its applications, including specifically (but without limitation to) the CIPHER  Platform and CIPHER .  Regulatory actions could negatively impact the CIPHER  Platform and CIPHER  in various ways, including, for purposes of illustration only, through a determination that CIPHER  are a regulated financial instrument that requires registration or licensing.   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.

4. Risk of abandonment / lack of success: the creation and issue of CIPHER and the development of the CIPHER Platform may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). There is no assurance that, even if the CIPHER Platform is partially or fully developed and launched, you will receive any benefits through CIPHER that you hold.

5. Risk associated with other applications: the CIPHER Platform may give rise to other, alternative projects, promoted by unaffiliated third parties, under which CIPHER will have no intrinsic value. This means that competitors may produce platforms that compete with the CIPHER Platform and may not accept CIPHER as payment for services within such platforms; further, such platforms may become more popular and have greater success than the CIPHER Platform.

6. Risks associated with markets for CIPHER: The Company may not enable or otherwise facilitate any secondary trading or any such external valuation of CIPHER. This may restrict the contemplated avenues for using CIPHER to the token functionality described in Schedule 1 and could therefore create illiquidity risk with respect to any CIPHER you own. Even if secondary trading of CIPHER  is facilitated by third-party exchanges, such exchanges may be relatively new and subject to little or  no  regulatory  oversight,  making  them  more  susceptible  to  fraud  or  manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to CIPHER (e.g. as denominated in a crypto or fiat currency), such value may be extremely volatile and diminish to zero. You should not purchase the CIPHER as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time. You assume all risks associated with such speculation or actions, and any errors associated therewith, and accept that the CIPHER are not offered by the Company or its affiliates on an investment basis. You further acknowledge that any funds you consider to be invested in CIPHER will not be protected, guaranteed or reimbursed by any governmental, regulatory or other entity.

7. Risk of losing access to tokens due to loss of private key(s), custodial error or your error: CIPHER can only be accessed by using an Ethereum wallet with a combination of the Contributor’s account information (address), private key and password. The private key is encrypted with a password. You acknowledge, understand and accept that if your private key or password gets lost  or  stolen,  the  obtained  CIPHER   associated  with  your  Ethereum  wallet  address  may  be unrecoverable and permanently lost. Additionally, any third party that gains access to your private key, including by gaining access to the login credentials relating to your Ethereum wallet, may be able to misappropriate your CIPHER. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store CIPHER, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your CIPHER.

8. Risk of theft: The Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) may be exposed to attacks by hackers or other individuals including, but not limited to, malware attacks, denial of service attacks, consensus- based attacks, Sybil attacks, smurfing and spoofing.  Any such successful attacks could result in theft or loss of contributions or CIPHER, adversely impacting the ability to develop the CIPHER Platform and derive any usage or functionality from CIPHER. Furthermore, because the CIPHER 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 or defects into the core infrastructure of the CIPHER Platform, which could negatively affect the CIPHER Platform and CIPHER.

9. Risk of Ethereum mining attacks: as with other cryptocurrencies, the blockchain used for the Smart Contract System is susceptible to mining attacks, including but not limited to double- spend  attacks,  majority mining  power  attacks,  “selfish-mining”  attacks,  and  rare  condition attacks. Any successful attacks present a risk to the Smart Contract System, expected proper execution  and  sequencing  of  token  transactions,  and  expected  proper  execution  and sequencing of contract computations. You understand and accept that the network of miners will ultimately be in control of the delivery of the CIPHER via the Smart Contract System, and that a majority of miners could agree at any point to make changes, updates, modifications to, or effect a deletion or destruction of the Smart Contract System, and that such a scenario could lead to the CIPHER losing intrinsic value and/or functionality.

10. Risk of incompatible wallet service: the wallet or wallet service provider used to receive CIPHER must to conform to the ERC20 token standard in order to be technically compatible with CIPHER. The failure to ensure such conformity may have the result that Contributor will not gain access to his CIPHER.

11. Risk of hard-fork: the CIPHER Platform will need to go through substantial development works as part of which it may become the subject of significant conceptual, technical and commercial changes before release. As part of the development, an upgrade to CIPHER may be required (hard- fork of CIPHER) and, if you decide not to participate in such upgrade, you may no longer be able to use your CIPHER and any non-upgraded CIPHER may lose its functionality in full.

12. Risk of uninsured losses: unlike bank accounts or accounts at some other financial institutions, CIPHER is 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 us, to offer recourse to you.

13. Risks arising from taxation: the tax characterization of CIPHER is uncertain.  You must seek your own tax advice in connection with acquisition, storage, transfer and use of CIPHER , which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.

14. Risk of an unfavorable fluctuation of Ethereum and other currency value: Company intends to use the contributions received to promote the development of CIPHER, the CIPHER Platform and various other operating expenses. The contributions received will be denominated in ETH, and may be converted into other cryptographic and fiat currencies. If the value of ETH or other currencies fluctuates unfavorably during or after the Contribution Period, Company may not be able to fund the development of, or may not be able to maintain, the CIPHER Platform in the manner that it intended.

15. Risk of dissolution of the Company or network: it is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of ETH (or other cryptographic and fiat currencies), decrease in CIPHER utility due to negative adoption of the CIPHER Platform, the failure of commercial relationships, or intellectual property ownership challenges, the CIPHER Platform may no longer be viable to operate and the Company may dissolve.

16. Risks arising from lack of governance rights: because CIPHER  confer no governance rights of any kind  with  respect  to  the  CIPHER   Platform  or  Company;  all  decisions  involving  Company (including to sell or liquidate Company) will be made by Company acting in its sole and absolute discretion, and all decisions involving the CIPHER  Platform including, but not limited to, decisions to discontinue the CIPHER  Platform, to create and issue more CIPHER , will be made by the Company. These decisions could adversely affect the CIPHER Platform and/or CIPHER you hold.

17. Risks  arising  from  the  market  in  which  the  CIPHER   Platform  operates: the credit scoring market, and by extension the CIPHER  Platform, is subject to a variety of federal, state and international laws and regulations, including those with respect to consumer credit, KYC/AML and customer due diligence procedures, privacy and data protection, consumer protection, data security, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the CIPHER  Platform  could  be  enacted,  which could  impact the utility  of  CIPHER   in the  CIPHER   Platform. Additionally, CIPHER Platform users are subject to or may be adversely affected by industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the CIPHER Platform and the CIPHER, including its functionality to obtain or provide services within the CIPHER Platform.

18. Risks associated with the development and maintenance of the CIPHER Platform: the CIPHER Platform is still under development and may undergo significant changes over time. Although we intend for the CIPHER  and CIPHER  Platform to function as described in Schedule 1, and intend to take commercially reasonable steps toward those ends, we may have to make changes to the specifications  of  the  CIPHER   or  the  CIPHER   Platform  for  any  number  of  legitimate  reasons. Moreover, we have no control over how other participants will use the CIPHER  Platform, what products or services will be offered through the CIPHER  Platform by third parties, or how third- party products and services will utilize CIPHER  (if at all). This could create the risk that the CIPHER or CIPHER 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 participate in the CIPHER Platform, it is still possible that the CIPHER Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the CIPHER Platform and CIPHER, and the potential utility of the CIPHER, including the utility of the CIPHER for obtaining services and/or offering rewards and/or being used in the manner intended at the time of the Token Sale.

19. Risk of Competing Platforms: It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the CIPHER Platform and attempt to facilitate services that are materially similar to the services offered by or within the CIPHER Platform. The CIPHER Platform may compete with these alternatives, which could negatively impact the CIPHER Platform and CIPHER, including the utility of the CIPHER for obtaining services offered by or within the CIPHER Platform.

20. Unanticipated Risks: cryptographic tokens such as CIPHER are a new and untested technology. In addition to the risks set out in this Schedule 3, there are other risks associated with your acquisition, storage, transfer and use of CIPHER, including those that Company may not be able to anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks set out in this Schedule 3.

Special Note:  

All above terms and conditions are applicable to new smart contract of CIPHER (CPR) on Polygon PoS network.  

-END-