Disclaimer and Risks

Disclaimer and assessment of various risks involved

Please read this disclaimer notice carefully. Please note that the disclaimer set out below may be altered or updated, at any time in whole or in part at the sole discretion of ProperSix. You should read it in full each time you visit the site or reading this white paper. All information is provided without any warranties of any kind. ProperSix and its advisors make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, suitability of the Tokens for any prospective contributor, and ProperSix and its employees, officers or professional advisors assume no responsibility to you or any third party for the consequence of errors or omissions.

Regulatory risks

The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies or what tax implications could arise for the holders of the tokens. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact tokens in various ways, including, for example, through a determination that tokens are regulated financial instruments that require registration. ProperSix may cease the distribution of tokens, the development of the project or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so. The industry in which ProperSix operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of ProperSix and/or pursue enforcement actions against ProperSix. Such governmental activities may or may not be the result of targeting ProperSix in particular. All of this may subject ProperSix to judgments, settlements, fines or penalties, or cause ProperSix to restructure its operations and activities or to cease offering certain products or services, all of which could harm ProperSix reputation or lead to higher operational costs, which may in turn have a material adverse effect on the tokens and/or the development of the project. All information is provided without any warranties of any kind. ProperSix and its advisors make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, suitability of the Tokens for any prospective contributor, and ProperSix and its employees, officers or professional advisors assume no responsibility to you or any third party for the consequence of errors or omissions.

The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies or what tax implications could arise for the holders of the tokens. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact tokens in various ways, including, for example, through a determination that tokens are regulated financial instruments that require registration. ProperSix may cease the distribution of tokens, the development of the project or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so. The industry in which ProperSix operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of ProperSix and/or pursue enforcement actions against ProperSix. Such governmental activities may or may not be the result of targeting ProperSix in particular. All of this may subject ProperSix to judgments, settlements, fines or penalties, or cause ProperSix to restructure its operations and activities or to cease offering certain products or services, all of which could harm ProperSix reputation or lead to higher operational costs, which may in turn have a material adverse effect on the tokens and/or the development of the project.

Restricted Territories

Viewing the materials available hereafter may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of persons may be allowed to view such materials. Any person who wishes to view these materials must first ensure that they are not subject to any local requirements that prohibit or restrict them from doing so. The materials are for information purposes only and do not constitute or form a part of any offer or invitation to sell or issue, or solicitation of any offer, to purchase or subscribe for the tokens in any jurisdiction or jurisdictions in which such offers or sales are unlawful prior to registration or qualification under the securities laws of any such jurisdiction (restricted territories). Accordingly, unless an exemption under the relevant securities law is applicable, the tokens may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into a restricted territory where to do so would constitute a violation of the relevant laws of, or require registration thereof in such jurisdiction. There will be no public offering of the tokens in the restricted territories. If you are not permitted to view materials on this web page or are in any doubt as to whether you are permitted to view these materials, please exit this web page. ProperSix shall not have any responsibility in respect of access to it from territories whose laws prohibit such access or where any aspect of the content of the site may be illegal. Those who choose to access this site from other locationsdo so on their own initiative and at their own risk, and are responsible for compliance with applicable local laws.

Currency Regulation Risks

Governments are still grappling with public policy on the regulation of crypto currencies as a form of settlement in trade. Governments adverse to the proliferation of the use of crypto-currencies in local commerce could issue laws and regulations deeming the use of cryptocurrencies a regulated activity. Countries such as China and Korea have issued regulations or statements prohibiting token sales, United States allowing only certified investors to participate to the sale while other countries have sought to bring the sale of tokens within the regulator control of securities offerings. This could result in holders of token being unable to use their token in the future without further regulatory compliance.

Risks Associated with Crowd Sale

Tokens are not investment products. Rather, token serve a specific function within the ProperSix ecosystem. For these and other reasons, we believe the sale of token does not constitute a public offering of securities subject to prospectus registration requirements. However, public policy towards token sales is changing, and it is conceivable that regulators may in the future seek to broaden the scope of regulation of token sales. This could make token sales subject to registration requirements in the United States and similar jurisdictions. If the token sale becomes subject to registration requirements, this would delay or potentially postpone the proposed token sale indefinitely.

Taxation Risks

The use of token as a form of settlement currency may or may not be subject to local income tax, capital gain taxes, VAT or other forms of taxes. This uncertainty in tax legislation may expose merchants and customers alike to unforeseen future tax consequences associated with the use of token as a settlement currency, and/or the trading of tokens or token for capital gains.

Capital Control Risks

Many jurisdictions, such as China impose strict controls on the cross-border flow of capital. Holders of token may be subject to these regulations and/or arbitrary enforcement of such regulations at any time. This would make the transfer of token out of the local jurisdiction to overseas exchanges an unlawful activity exposing the user of token to government fines or other regulatory sanction.

CTF and Anti-Money Laundering Regulations

The United States has issued a series of regulations to combat terrorist financing (CTF) and money-laundering activities. Many other countries have enacted similar legislation to control the flow of capital for such illicit activities. The use of cryptocurrencies by bad actors would breach such regulations. Any illicit use of the token could seriously impact the global reputation of the ProperSix Network. In such event, it is not inconceivable that this could trigger scrutiny by CTF and anti-money laundering (AML) regulators and potentially cause significant disruption to the distribution and circulation of tokens and the ProperSix ecosystem.

Business Risks

ProperSix plans to conduct closings of sales of token as funds are received. If insufficient funds received from the sale of token, ProperSix may not be able to implement its plans along the timeline as described in this white paper. ProperSix ability to remain competitive may depend in part upon its ability to develop new and enhanced products or services and to introduce these products or services in a timely and cost effective manner. In addition, product and service introductions or enhancements by ProperSix competitors or the use of other technologies could cause a decline in sales or loss of market acceptance of ProperSix existing products and services. There can be no assurances that ProperSix shall be successful in selecting, developing, and marketing new products and services or in enhancing its existing products or services. Failure to do so successfully may adversely affect ProperSix business, financial condition and results of operations. ProperSix ability to realize its objectives shall be dependent on its ability to attract and retain additional, qualified personnel. Competition for such personnel can be intense, and there can be no assurance that ProperSix results shall not be adversely affected by difficulty in attracting and/or retaining qualified personnel. The industry in which ProperSix operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of ProperSix and/or pursue enforcement actions against ProperSix. Such governmental activities may or may not be the result of targeting ProperSix in particular. All of this may subject ProperSix to judgments, settlements, fines or penalties, or cause ProperSix to restructure its operations and activities or to cease offering certain products or services, all of which could harm ProperSix reputation or lead to higher operational costs, which may in turn have a material adverse effect on the token and/or the development of the project. Further on, any transaction concluded based on this whitepaper shall be considered as a random agreement meaning that the length and even the enforceability of the rights provided herein is not known/entirely known at the moment of its signing, given that the main rights and obligations of this agreement depend on one or several future events and therefore any of the signing party bear the risk of winning or losing depending on future events.

Forward-Looking Statements

ProperSix makes no warranty whatsoever with respect to the tokens, including any: (i) warranty of merchantability; (ii) warranty of fitness for a particular purpose; (iii) warranty of title, or (iv) warranty against infringement of intellectual property rights of a third party; whether arising by law, course of dealing, course of performance, usage of trade, or otherwise. Except as expressly set forth herein, recipient acknowledges that it has not relied upon any representation or warranty made by ProperSix, or any other person on ProperSix behalf. All estimates, projections, forecasts, prospects, expressions of opinion and other subjective judgments contained in this paper are based on assumptions considered to be reasonable as of the date of the document in which they are contained and must not be construed as a representation that the matters referred to therein will occur. Any plans, projections or forecasts mentioned in this paper may not be achieved due to multiple risk factors including without limitation defects in technology developments, legal, economic, or regulatory exposure, market volatility, sector volatility, corporate actions, or the unavailability of complete and accurate information.

Blockchain Risks

On the Ethereum blockchain, timing of block production is determined by proof of work so block production can occur at random times. For example, ETH contributed to the token distribution contract in the final seconds of a distribution period may not get included for that period. Buyer acknowledges and understands that the Ethereum blockchain may not include the buyer’s transaction at the time buyer expects and buyer may not receive token the same day buyer sends ETH. The Ethereum blockchain is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. Buyer acknowledges and understands that Ethereum block producers may not include buyer’s transaction when buyer wants or buyer’s transaction may not be included at all. Token may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the token distribution contract or the token in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Ethereum platform rests on open source software and token are based on open source software, there is the risk that Ethereum smart contracts may contain intentional or unintentional bugs or weaknesses which may negatively affect the token or result in the loss of buyer’s token, the loss of buyer’s ability to access or control buyer’s token or the loss of ETH in buyer’s account. In the event of such a software bug or weakness, there may be no remedy and holders of token are not guaranteed any remedy, refund or compensation. Although ProperSix and the blockchain are operational at the time of the IEO, it might not function as intended, and any tokens may not have functionality that is desirable or valuable.

Token Characterization as a Utility

ProperSix Tokens are a utility token. By design, there is no proximity to financial instruments and no financial instrument is provided to token holders in return. The token is only used inside the blockchain as described in the respective section in this whitepaper. Further use cases, such as for charging stations and other additions will include elements that will not turn the token into a security.

Buyer Knowledge and no Withdrawal Right

Buyer has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of buyer’s purchase of tokens, including but not limited, to the matters set forth in this white paper, and is able to bear the risks thereof, including loss of all amounts paid, loss of tokens, and liability to ProperSix Parties and others for its acts and omissions. Buyer has obtained sufficient information in order to make an informed decision to purchase tokens. While deciding to enter and entering into any transaction based on this whitepaper the buyer/interested party is hereby informed and undertakes it will not benefit from a right of withdrawal from the transaction and his decision of entering into such transaction is final and under no circumstance he shall be given with a withdrawal right.

Know Your Customer (KYC) Rules

Considering the anti-money-laundering and anti-terrorism national and international regulations, ProperSix reserves the right to develop and apply KYC rules and procedure before the sale of tokens, before the trade of such tokens and before or during the execution of any transactions; likewise, depending on the findings of such rules and procedure or when there exists a reasonable doubt that a certain participant/interested party is involved in money-laundering or terrorism, ProperSix reserves the right to refuse at its sole discretion a transaction, trade or sale of token to any third party and also has the right to refuse the access to its platform and/or to suspend such access at any given moment. Our KYC service provider is using machine learning technology, to identity trust worthy clients, by cross-referencing them against international credit and watch list databases.

YOUR CONCERNS

If you have any concerns about material which appears on our site, please contact us at [email protected]

These terms were updated no later than [January 20, 2019].

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