VerifyUnion

Terms & Conditions


THIS USER AGREEMENT DESCRIBES THE TERMS AND CONDITIONS ON WHICH YOU ARE ALLOWED TO USE OUR WEBSITE AND OUR SERVICES. WE HAVE INCORPORATED BY REFERENCE ALL LINKED INFORMATION.PLEASE READ THESE TERMS AND CONDITIONS (“T&Cs”) CAREFULLY. BY CONTRIBUTING TO VERIFYUNION LIMITED FOR THE PURCHASE OF UC TOKENS (“UCN”) DURING THE CROWDSALE, 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 VERIFYUNION PTE LIMITED. THESE T&Cs CONTAIN PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS. NOTE THAT CLAUSE 18 CONTAINS A BINDING ARBITRATION CLAUSE. IF YOU DO NOT AGREE TO THESE T&Cs, DO NOT CONTRIBUTE FOR THE PURCHASE OF UCN AND NAVIGATE AWAY FROM THE VERIFYUNION WEBSITE.

This document and any other VerifyUnion documents do not constitute a prospectus of any sort and are not a solicitation for investment. VerifyUnion does not represent an ownership or share in ANY public or private corporation, or other entity in any jurisdiction. Acquisitions of VerifyUnion through the Crowdsale are non-refundable (unless the Minimum Cap for ICO is not raised in which case it can be extended for one month). VerifyUnion coins are only to be used in connection with VerifyUnion under these Terms and Conditions and do not entitle any stakeholder to any additional rights. Any acquisition and use of VerifyUnion carries significant financial risk, including the use of experimental software.

These Terms & Conditions (the “Terms”) govern

(i) the use of the website https://www.VerifyUnion.io, the only official website (except www.verifyunion.com) and UC Coin website for VerifyUnion,

(ii) the sale of VerifyUnion (“UC COIN”) through its Crowdsale and

(iii) holding and use of VerifyUnion.

PROHIBITION ON U.S AND SINGAPORE CONTRIBUTORS

Due to legal and regulatory uncertainty in the United States of America and Singapore, citizens, green card holders and Permanent Residents of the United States of America and Singapore are prohibited from making contributions to VerifyUnion and participating in the Token Sale. Persons from the United States of America and Singapore that participate in the Token Sale by providing false information about their citizenship, residency and/or nationality shall be in breach of these T&Cs and shall be required to indemnify VerifyUnion in respect of any damages and/or losses suffered due to this breach in accordance with the indemnification provisions set out in these T&Cs.

VERIFYUNION PTE LIMITED is a company incorporated and registered in Singapore and shall be the creator of UCN under these T&Cs. There may be other entities within the VerifyUnion group of companies from time to time (“ VerifyUnion Companies”) that will develop, manage and/or operate the VerifyUnion Platform (as defined in clause 1 below) (or parts thereof) and references in these T&Cs to “VerifyUnion ”, “Company”, “we”, “our ” or “us” shall be to VERIFYUNION PTE LTD, the VerifyUnion Companies and their respective successors 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 contribute to VerifyUnion as set out in and on the terms of these T&Cs. You and VerifyUnion 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.

If you have any questions relating to these T&Cs, please contact us at info@verifyunion.io

1. Contribution Period

1.1 Contributions may be made during a defined period (“Contribution Period”). The Contribution Period shall commence on 18th September 2017 at 03h00 UTC and shall end on satisfaction of one of the following conditions (“Completion Conditions”) (whichever is the earlier):

a. USD 30 million worth of Ether (“ETH”) contributions are received by the Smart Contract System (as defined in clause 4.1); or

b. The expiry of 6 weeks from the commencement of the Contribution Period, which for the avoidance of doubt shall be on November 3rd, 2017 at 03h59 UTC

c. On expiry November 3rd, 2017 at 03h59 UTC, VerifyUnion may extend the Crowdsale for a maximum of 30 days if the minimum cap is not reached.

1.2 VerifyUnion has deployed a smart contract system on the Ethereum blockchain for the purposes of creating its own proprietary tokens (“UCN”) and issuing such UCN to the Contributor’s Ethereum wallet. UCN shall be based on the ERC20 token standard.

1.3 Subject to compliance with the foregoing provisions of this clause 1.2, delivery of UCN to the Contributor’s Ethereum wallet address shall be made approximately 72 hours after conclusion of the Pre-sale Period.

1.4 The Smart Contract System shall be made available to receive contributions during the Contribution Period.

1.5 VerifyUnion Pte. Ltd. (during incorporation) provides technical solutions to create and support VerifyUnion.io, a community-based ecosystem aimed at supporting innovation and collaboration from resources raised through the Crowdsale, and from resources subsequently generated by the operation of supported projects. The technical and organizational structures of VerifyUnion are currently in their development stages and its realization is going to be financed through resources obtained from the Crowdsale of VerifyUnion.

1.6 Participants cannot contribute to the Crowdsale if there are applicable legal restrictions in their country of residence. It is the responsibility of each participant to know these laws regarding their participation in the Crowdsale.

1.7 Due to legal restrictions, the Crowdsale and VerifyUnion itself is not accessible, or for use, for any person (including a legal entity) who is considered a United States person under applicable legislation.

2. VerifyUnion ecosystem

2.1 The preliminary outline of the VerifyUnion architecture and functions is given in the Whitepaper published on the VerifyUnion website. The contents of the Whitepaper are not binding and are subject to change in line with ongoing research and development in order to best meet VerifyUnion’s vision to create a decentralized and self-sustaining UC COIN ecosystem for blockchain innovation.

2.2 UC COIN is the VerifyUnion “access and fuel token”. This means that UC Coin will be the native cryptocurrency of the VerifyUnion ecosystem, to be used by its community. Funds collected through the Crowdsale will be used to develop a platform for the community and facilitate the use of the UC Coin. VerifyUnion capabilities and its value are fully dependent upon the developments of VerifyUnion and the market.

2.3 VerifyUnion stakeholder (or just “stakeholder”) means any entity holding any amount of UC Coin. For those who participated in the Crowdsale, and who have contributed a minimum effective amount, will be invited to register as a community member. Community members are able to use the VerifyUnion Platform and thereby utilize the full potential of VerifyUnion once the Platform is deployed. Community members will be able to purchase products and services that will fuel the creation of innovative projects using their UC COIN coins.

2.4 The community member needs to maintain that balance to maintain their community member status.

2.5 VerifyUnion grants you access to the website and the Platform as it may exist and be available on any given day and VerifyUnion has no other obligations, except as expressly stated in these Terms.

2.6 VerifyUnion has the right to modify, replace, refuse access to, suspend, or discontinue the website and the Platform partially or entirely.

2.7 VerifyUnion reserves the right to withhold, remove or discard any content available as part of your Platform account or website or withhold services, with or without notice.

2.8 VerifyUnion is developing its operational and legal structure in-order to allow for interaction, collaboration, and innovation in a community-based model. Therefore, any statements made in the press, in presentations, or in any of its marketing materials, leading up to, and including the Crowdsale, may not completely reflect the final structure established by VerifyUnion.

3. Contribution Method

3.1 You may contribute to VerifyUnion during the Token Sale in the manner described in this clause 3.

3.2 The creation and issue of UCN shall be initiated by the Contributor transferring an amount in ETH during the Contribution Period to the Smart Contract provided address, located on the Ethereum blockchain at the address to be published on https://verifyunion.io when the Contribution Period commences. The Smart Contract System’s receipt of the contribution in Ether from the Contributor will trigger a smart contract operation whereby UCN will be created and issued to the Ethereum wallet address from which the contribution was received.

3.3 Contributions shall be sent exclusively to the Smart Contract System’s address specified on the VerifyUnion website in accordance with clause 3.2. To the extent that any third-party website, service or smart-contract offers to receive contributions and issue UCN or facilitates the allocation or transfer of UCN in any way during the Contribution Period, such third-party websites or services are, unless expressly set out in these T&Cs or mentioned on the VerifyUnion website, not authorised by VerifyUnion nor do they have any legal or commercial relationship in any way with VerifyUnion, the VerifyUnion Platform or UCN.

3.4 The Smart Contract System shall only accept contributions that are made in ETH. The Smart Contract System will not accept any contributions made in fiat currencies or any crypto-currencies (other than ETH). Contributors that send contributions:

a) in a fiat currency or any cryptocurrency other than ETH; or

b) to any third-party website, wallet address, service or smart contract that offers UCN in the manner described in clause 3.3

risk losing their entire contribution and VerifyUnion shall not be responsible or liable for recovering or returning any such contributions to the Contributor nor shall VerifyUnion be responsible or liable for any losses incurred by the Contributor in this respect.

3.5 In-order to receive UCN, Contributors must have an Ethereum wallet that supports the ERC20 token standard (in other words the Contributor’s Ethereum wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of UCN, being tokens that are created based on the ERC20 token standard). VerifyUnion reserves the right to prescribe additional conditions relating to the specific wallet requirements at any time acting in its sole and absolute discretion.

4. UCN Price

The price per UCN will be denominated in Ether. During the Contribution Period, a contribution of one (1) ETH will entitle the Contributor to receive such number of UCN, as determined by the UCN allocation mechanism set out below. The base price of UCN shall be 1 ETH = 1540 UCN but:

Pre-sale:

35% bonus tokens are rewarded with pre-sale phase (If user buy for 100$, gets rewarded by tokens worth $135 during presale)

Week 1:

25% bonus tokens are rewarded with Crowdsale Week 1 (If user buy for 100$, gets rewarded by tokens worth $125 during this phase)

Week 2:

20% bonus tokens are rewarded with Crowdsale Week 2 (If user buy for $100, gets rewarded by tokens worth $120 during this phase)

Week 3:

15% bonus tokens are rewarded with Crowdsale Week 3 (If user buy for $100, gets rewarded by tokens worth $115 during this phase)

Week 4:

10% bonus tokens are rewarded with Crowdsale Week 4 (If user buy for $100, gets rewarded by tokens worth $110 during this phase)

Extention: (if applicable)

10% bonus tokens are rewarded for the 30 days period extention, (If user buy for $100, gets rewarded by tokens worth $110 during this phase)

5. Refund, Suspension and Termination of Contributions

5.1 VerifyUnion has imposed a minimum aggregate contribution target equivalent to USD 250,000(Approx. 1000 ETH) (“Minimum Target”). If on conclusion of the ICO Period or 30 days extention, the aggregate sum of all contributions received by VerifyUnion is less than the Minimum Target, VerifyUnion shall, within a reasonable period of time, exercise reasonable endeavours to procure that contributions are returned to the Contributor.

5.2 At any time prior to satisfaction of the Completion Conditions, VerifyUnion may either temporarily suspend or permanently abort the Token Sale for security reasons. Any suspension or abort of the Token Sale shall be deemed to commence from the moment that VerifyUnion publishes a notice to that effect on its website.

5.3 During any period of suspension or in the event that the Contribution Period is aborted, the Smart Contract System will no longer be able to receive and accept contributions, create UCN and/or issue UCN to Contributors. Contributors who send us contributions (after we publish a notice that the Token Sale has been suspended or aborted) risk losing their entire contribution and we shall not be responsible or liable for recovering or returning any such contributions to the Contributor nor shall we be responsible or liable for any losses incurred by the Contributor in this respect. Contributors are therefore strongly advised to check our website before sending a contribution to the Smart Contract System.

6. Token Functionality

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

6.2 You acknowledge and accept that UCN do not represent or constitute:

a) any ownership right or stake, share, equity, security, commodity, bond, debt instrument or any other financial instrument or investment carrying equivalent rights;

b) any right to receive future revenues, shares or any other form of participation or governance right from, in or relating to VerifyUnion and/or the VerifyUnion Platform;

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

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

6.3 Protections offered by applicable law in relation to the acquisition, storage, sale and/or transfer of the instruments and/or investments referred to in clause 8.2 shall not apply to any contribution made under these T&Cs for the acquisition of UCN or to your storage, sale and/or transfer of UCN.

6.4 VerifyUnion makes no warranties or representations and offers no assurances (in each case whether express or implied) that UCN shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the VerifyUnion Platform.

7. Contributor’s Representations and Warranties


7.1 By participating in the Token Sale and sending a contribution to VerifyUnion, you hereby represent and warrant that:

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

c) the acceptance of these T&Cs and the entry into a binding agreement with VerifyUnion 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;

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

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

f) you understand that UCN confer only a limited potential future right or expectation to use and interact with the VerifyUnion Platform and that UCN confer no other rights of any kind with respect to VerifyUnion and/or the VerifyUnion 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;

g) 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 VerifyUnion on the terms set out herein;

h) if you are making a contribution for the acquisition of UCN for or on behalf of an entity, such entity is duly incorporated, registered and validly existing under the applicable laws of the jurisdiction in which the entity is established;

i) if you are making a contribution for the purchase of UCN for or on behalf of an entity or person, you are authorized to accept these T&Cs and enter into a binding agreement with VerifyUnion on such entity’s or person’s behalf (and in such circumstances, references in these T&Cs to “Contributor”, “your” or “you” shall be a reference to the entity or person on whose behalf you are authorized to make a contribution);

j) you are making a contribution for the purchase of UCN to support the development, testing, deployment and operation of the VerifyUnion Platform and to potentially use and interact with the VerifyUnion 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;

k) any contribution to be made by you for the purchase of UCN is not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing activities;

l) you shall not use UCN to finance, engage in, or otherwise support any unlawful activities;

m) the contribution shall be transferred to VerifyUnion from a Ethereum wallet that:

i. is registered in your name or in the name of a person who is duly

authorised by you to send a contribution to VerifyUnion;

ii. is not located in or that is not registered in the name of a person located in or resident of the United States of America or any country or territory that has been designated by the Financial Action Task Force as a “non-cooperative country or territory”;

n) making a contribution and receiving UCN 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);

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

p) 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.

q) you will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, storage, sale or transfer of UCN; and

r) you shall send your contribution from an Ethereum wallet that supports the ERC20 token standard (i.e. technically supports the receipt, storage, holding and transfer of tokens such as UCN).

8. 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 VerifyUnion and to receive and store UCN 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 UCN. VerifyUnion shall not be responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of UCN nor shall we be under any obligation to recover or return any UCN 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) UCN issued to you during the Token Sale.

9. Right to Request Information (KYC & AML)

We may determine, in our sole and absolute discretion, that it is necessary to obtain certain information about you in order to comply with applicable law in connection with the creation and issue of UCN to you. You agree to provide us such information promptly upon request, and you acknowledge and accept that we may refuse or reject any contributions for the purchase of UCN until you provide such requested information and we have determined that it is permissible to create and issue UCN to you under applicable law.

10. Disclaimers

10.1 Fully permitted by applicable law and except as otherwise specified in writing by us:

a) UCN 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 UCN (whether express or implied), including, without limitation, any implied warranties of merchantability, fitness for a purpose, title and non-infringement;

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

10.2 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. UCN should not be acquired for speculative or investment purposes with the expectation of making a profit on immediate re-sale.

10.3 No regulatory authority has examined or approved of any of the information set out in these T&Cs and/or the VerifyUnion 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 these T&Cs and/or the Project Documentation does not imply that applicable laws, regulatory requirements or rules have been complied with.

11. Taxation

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

11.2 You are also solely responsible for withholding, collecting, reporting, paying, settling and/or remitting all taxes to the appropriate tax authorities in such jurisdiction(s) in which you may be liable to pay tax. VerifyUnion 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 UCN under or in connection with these T&Cs.

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

12. Acceptance of Terms

By the acquisition of VerifyUnion, the stakeholder confirms that, to the extent permitted by law, he/she is authorised to acquire VerifyUnion and to fully understand and to be bound by these Terms regarding his/her relevant jurisdiction. If you are not a registered user, but access or use VerifyUnion, mobile applications, electronic platforms, the website located at www.verifyunion.io/terms or any other associated website hosted by VerifyUnion, then you indicate that you agree to these Terms. If you do not agree to any of the specific terms or conditions herein you may not access or use any of the VerifyUnion.

13. Contact

If you have any questions, please contact VerifyUnion by e-mail at info@verifyunion.io

SECTION 1

FACTORS AFFECTING RISK:

1. 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 VerifyUnion Platform, including its termination and the loss of UCN for the Contributor. Additionally, regulation of proposed activities of the VerifyUnion Platform is currently uncertain. It is not known what regulatory framework the proposed VerifyUnion Platform and associated activities will be caught by, the nature and obligations that will be imposed on VerifyUnion in order to comply with any such regulatory framework or when/if VerifyUnion will even be able to apply to be regulated, or successfully obtain the necessary licences so that it may lawfully carry out its proposed business activities.

2. Risk of software weaknesses: because UCN, the Smart Contract System and the VerifyUnion Platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on UCN, the Smart Contract System and/or the VerifyUnion Platform. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the UCN (including the utility of UCN for obtaining services), the Smart Contract System and/or the VerifyUnion 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 UCN 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 UCN.

3. Risk of abandonment / lack of success: the creation and issue of UCN and the development of the VerifyUnion Platform may be abandoned for many 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 VerifyUnion Platform is partially or fully developed and launched, you will receive any benefits through UCN that you hold.

4. Risk associated with other applications: the VerifyUnion Platform may give rise to other, alternative projects, promoted by unaffiliated third parties, under which UCN will have no intrinsic value.

5. Risk of losing access to tokens due to loss of private key(s), custodial error or your error : UCN 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 UCN 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 UCN. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store UCN, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your UCN.

6. 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 UCN 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 UCN losing intrinsic value and/or functionality.

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

8. Risk of hard-fork: the VerifyUnion 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 UCN may be required (hard-fork of UCN) and that, if you decide not to participate in such upgrade, you may no longer be able to use your UCN and any non-upgraded UCN may lose its functionality in full.

9. Risks arising from taxation: the tax characterization of UCN is uncertain. You must seek your own tax advice in connection with acquisition, storage, transfer and use of UCN, 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.

10. Risk of an unfavourable fluctuation of Ethereum and other currency value : VerifyUnion intends to use the contributions received to fund the development of the VerifyUnion 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 unfavourably during or after the Contribution Period, VerifyUnion may not be able to fund the development of, or may not be able to maintain, the VerifyUnion Platform in the manner that it intended.

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

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

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

14. Unanticipated Risks: Cryptographic tokens such as UCN are a new and untested technology. In addition to the risks set out in this Section 1, there are other risks associated with your acquisition, storage, transfer and use of UCN, including those that VerifyUnion may not be able to anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks set out in this Section 1.

SECTION 2

PROPOSED FUNCTIONALITY OF UCN

Activity in the VerifyUnion Platform is intended to be performed primarily using UCN. UCN’s principal purpose is therefore to operate as an ‘in-ecosystem currency’. VerifyUnion Platform users can choose to be paid in UCN for the provision of services to other users. Although services can be acquired on the VerifyUnion Platform in fiat currency, users will be incentivised to use UCN as there will be lower transaction fees and rewards for transacting in UCN. The intention is to create an internal economy within the VerifyUnion Platform, whereby UCN will be an integral part which drives this ecosystem. UCN will therefore continuously circulate within the VerifyUnion ecosystem, passing from one user to another as a means of consideration for the acquisition of goods/services.

The following non-exhaustive list of activities is indicative of how rewards might be earned on the VerifyUnion Platform:

a) helping to register new users who provide services or use services offered by other users;

b) providing reliable and trusted ratings which contribute to a user’s reputation on the VerifyUnion Platform;

c) engaging in activity on the VerifyUnion Platform (such as buying a service from another user) that results in the exchange of UCN between users;

d) providing support to other users by guiding them through the VerifyUnion Platform utility and helping them establish a presence on the network;

f) running community forums and providing responses to questions raised by other users;

g) participating in conflict resolution, by gathering facts and assisting in the determination as to whether there have been any violations of applicable VerifyUnion Platform rules.

UCN is not intended to have functionality or utility outside the VerifyUnion Ecosystem. The VerifyUnion Ecosystem will therefore be structured as a “closed system” insofar as the use of UCN is concerned.

POSSIBILITY OF CHANGE TO THE FUNCTIONALITY OF UCN

WE MAY DECIDE TO AMEND THE INTENDED FUNCTIONALITY OF UCN IN ORDER TO ENSURE COMPLIANCE WITH ANY LEGAL OR REGULATORY REQUIREMENTS TO WHICH WE ARE SUBJECT. WE SHALL PUBLISH A NOTICE ON OUR WEBSITE OF ANY CHANGES.

THAT WE DECIDE TO MAKE TO THE FUNCTIONALITY OF UCN AND IT IS YOUR RESPONSIBILITY TO REGULARLY CHECK OUR WEBSITE FOR ANY SUCH NOTICES. ON THE CONLCUSION OF THIS ANALYSIS, WE WILL DECIDE WHETHER OR NOT TO CHANGE THE FUNCTIONALITY OF UCN.