Legal Disclaimer

 

PLEASE READ THIS DISCLAIMER CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION. PLEASE CONSULT YOUR PERSONAL LEGAL, FINANCIAL, TAX OR OTHER APPROPRIATE PROFESSIONAL ADVISOR(S) BEFORE TAKING ANY ACTION. The Tokens (as described in this Whitepaper) are not intended to constitute securities in any jurisdiction. This Whitepaper is not a prospectus or offering document of any kind. It is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction. This Whitepaper  also does not constitute or form part of any opinion or any advice to sell, or any solicitation of any offer by the distributor or issuer of the Tokens to purchase any Tokens nor shall it, or any part of it, nor the fact of its presentation, form the basis of or be relied upon in connection with any contract or investment decision. The distributor or issuer of the Tokens likely will be an entity other than projectFRED.

No person is bound to enter into any contract or binding legal commitment in relation to the sale and purchase of the Tokens, and no cryptocurrency or other form of payment is to be accepted based on this Whitepaper. Any agreement relating to the potential sale and purchase of Tokens is to be governed by such other agreement or document as projectFRED may require (collectively, the “Purchase Documents”) and no other document (including this Whitepaper). If there is any inconsistency between the Purchase Documents and this Whitepaper, the Purchase Documents shall govern. You are not eligible to purchase any Tokens in the Tokens if you are a citizen, resident (tax or otherwise) or green card holder of the U.S., unless you qualify as an “accredited investor”. No regulatory authority has examined or approved of any of the information set out in this Whitepaper. 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 this Whitepaper does not imply that any such applicable laws, regulatory requirements or rules have been complied with. There are material risks and uncertainties associated with projectFRED, its business and operations, the Tokens, including that any Token sale may not occur or the Tokens may not be issued. This Whitepaper, any part thereof and any copy thereof must not be taken or transmitted to any country where distribution or dissemination of this Whitepaper or the Tokens sale is prohibited or restricted. No part of this Whitepaper is to be reproduced, distributed or disseminated without including this section and the following sections entitled “Disclaimer of Liability”, “No Representations and Warranties”, “Representations and Warranties By You”, “Cautionary Note on Forward-Looking Statements”, “No Advice”, “Restrictions on Distribution and Dissemination”, “No Offer of Securities or Registration” and “Risks and Uncertainties”.

 

DISCLAIMER OF LIABILITY To the maximum extent permitted by applicable laws, regulatory requirements or rules, projectFRED and its Board of Directors, Employees, Contractors, or Affiliates shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on this Whitepaper or any part thereof by you. NO REPRESENTATION AND WARRANTIES projectFRED is a recently organized start-up company, subject to all the risks and uncertainties of a new enterprise. projectFRED’s blockchain-based technology is in an early stage of development, will be subject to modification as issues inevitably emerge, and ultimately may not be accepted in the marketplace. The statements in this Whitepaper are made only as of the date set forth on the cover page. Accordingly, projectFRED and its affiliates do not make or purport to make, and hereby disclaim, any representation, warranty or undertaking in any form whatsoever to any entity or person, including any representation, warranty or undertaking as to the continued accuracy and completeness of any of the information set out in this Whitepaper.

By accessing or accepting possession of any information in this Whitepaper or any part thereof, you represent and warrant to projectFRED and its affiliates as follows: 1. You agree and acknowledge that the Tokens do not constitute securities in any form in any jurisdiction; 2. You agree and acknowledge that this Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities in any jurisdiction or solicitation for investments in securities and you are not bound to enter into any contract or binding legal commitment (including the Purchase Documents) and no cryptocurrency (including the Tokens) or other form of payment is to be accepted based on this Whitepaper; 3. You agree and acknowledge that no regulatory authority has examined or approved of the information set out in this Whitepaper, no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction by projectFRED or its affiliates in connection with the dissemination of this Whitepaper, and the publication, distribution or dissemination of this Whitepaper to you does not imply that any applicable laws, regulatory requirements or rules have been complied with; 4. You agree and acknowledge that this Whitepaper, the undertaking and/or completion of any future Token sale or future trading of the Tokens on any cryptocurrency exchange, shall not be construed, interpreted or deemed by you as an indication of the merits of projectFRED or the Tokens; 5. The distribution or dissemination of this Whitepaper, any part thereof or any copy thereof, or the acceptance of the same by you, is not prohibited or restricted by any laws, regulatory requirements or rules applicable to you, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to projectFRED or its affiliates; 6. You agree and acknowledge that if you elect to purchase any Tokens, the Tokens are NOT to be construed, interpreted, classified or treated as: a. any kind of currency other than cryptocurrency; b. debentures, stocks or shares issued by any person or entity (whether projectFRED or its affiliates), including any rights, options or derivatives thereof; c. units in a collective investment scheme; d. units in a business trust; e. derivatives of units in a business trust; or f. any other security or class of securities. 7. You are fully aware of and understand that you are NOT eligible to purchase any Tokens if you are a citizen of one of the countries listed in the section below titled “Notices for Particular Investors”; 8. You have a basic degree of understanding of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology; 9. You are fully aware and understand that in the case where you wish to purchase any Tokens, there are material risks associated with projectFRED and its business, plans and operations, the Tokens and any potential future sale or distributions of the Tokens; 10. You agree and acknowledge that none of projectFRED nor its affiliates is liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including, but not limited to, loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on this Whitepaper or any part thereof by you; 11. You acknowledge and agree that projectFRED can make material amendments to this Whitepaper at any time after the date hereof and without any notice to you or your consent, and you further acknowledge and agree that projectFRED makes no representation or warranty regarding the accuracy of any information set forth in this Whitepaper; and 12. All of the above representations and warranties are true, complete, accurate and non-misleading from the time of your access to and/or acceptance of possession of this Whitepaper or any part thereof.

This Whitepaper may contain forward-looking statements including, but not limited to, statements as to future operating results and plans that involve risks and uncertainties. The use of words such as “expects”, “anticipates”, “believes”, “estimates”, the negative of these terms and similar expressions identify forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of projectFRED to differ materially from any future results, performance or achievements expressed or implied by those projected in the forward-looking statements for any reason. NO ADVICE No information in this Whitepaper should be considered business, legal, financial or tax advice regarding projectFRED, the Tokens or any future Token sale or distribution. You should consult your own legal, financial, tax or other professional adviser regarding ProjectFRED, and its business and operations and the Tokens. You may be required to bear the financial risk of any purchase of the Tokens for an indefinite period of time or suffer the complete loss of any amounts paid for the Tokens. 

RESTRICTIONS ON DISTRIBUTION AND DISSEMINATION The distribution or dissemination of this Whitepaper or any part thereof may be prohibited or restricted by the laws, regulatory requirements and rules of any jurisdiction. In the case where any restriction applies, you are to inform yourself about, and to observe, any restrictions which are applicable to your possession of this Whitepaper or such part thereof (as the case may be) at your own expense and without liability to projectFRED or its affiliates. Persons to whom a copy of this Whitepaper has been distributed or disseminated or who have been provided access or otherwise have the Whitepaper in their possession shall not circulate it to any other persons, reproduce or otherwise distribute this Whitepaper or any information contained herein for any purpose whatsoever nor permit or cause the same to occur. 

NO OFFER OF SECURITIES OR REGISTRATION This Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or a solicitation for investments in securities in any jurisdiction. No person is bound to enter into any contract or binding legal commitment, and no cryptocurrency or other form of payment is to be accepted based on this Whitepaper. Any agreement relating to the sale and purchase of the Tokens is to be governed solely by the Purchase Documents as projectFRED may require and no other document (including this Whitepaper). 

RISKS AND UNCERTAINTIES Prospective purchasers of Tokens should carefully consider and evaluate all risks and uncertainties associated with projectFRED and its plans, business and operations, the Tokens and any sale or distribution thereof, including all information set out in this Whitepaper and the Purchase Document prior to any purchase of the Tokens. If any of such risks and uncertainties develops into actual events, the business, financial condition, results of operations and prospects of projectFRED could be materially and adversely affected. In such cases, you may lose all or part of the value of any investment in the Tokens. 

NOTICES FOR PARTICULAR INVESTORS For residents of the People’s Republic of China (which, for the purposes of this Whitepaper, does not include Hong Kong, Macau, and Taiwan) only: The Tokens may not be marketed, offered or sold directly or indirectly to the public in the People’s Republic of China (the “PRC”) and neither this Whitepaper nor the Purchase Documents, which has not been submitted to the PRC securities and regulatory commission, nor any offering material or information contained herein relating to the Tokens, may be supplied to the public in the PRC or used in connection with any offer for the subscription or sale of the Tokens to the public in the PRC. The information contained in this Whitepaper and the Purchase Documents will not constitute an offer to sell or an invitation, advertisement or solicitation of an offer to buy any Tokens within the PRC. Residents of the United States or any country subject to sanctions from the United States, including without limitation Belarus, Burundi, Central African Republic, Cuba, Iran.