Dinari dShare tokens are not available for sale or redemption in your country. Please see our documentation for more details.
Dinari dShare tokens are not available for sale or redemption in your country. Please see our documentation for more details.
THE FOLLOWING ARE THE TERMS AND CONDITIONS FOR THE ISSUANCE OF DINARI TOKENS (“TOKENS”) BY WAY OF A GIFT CARD REDEMPTION (THE “REDEMPTION”) THROUGH DINARI, INC. (“DINARI” OR “COMPANY”), AND FOR THE REPURCHASE OF SUCH TOKENS BT DINARI, HERE AFTER REFERRED TO AS “TERMS”.
If you are seeing these terms, then you have been issued a physical (or virtual) Dinari Gift Card (the “GiftCard”). This Gift Card, provided that you have and input the proper redemption code thereon, entitles you to redeem, on the Dinari website (the “Dinari Website” or the “Website”), the US Dollar denominated GiftCard value of one or more preset Dinari dShare Tokens that are backed by Underlying Assets related to such Tokens. GIFT CARDS MAY ONLY BE REDEEMED ON THE DINARI WEBSITE; YOUR GIFT CARD HAS NO CASH VALUE.
The Terms govern the issuance of Tokens from DINARI to you (the “participant”), with such issuance to be conducted by way of the Redemption of your Gift Card on the Dinari website. The detailed terms and parameters of any particular Redemption are available on the Dinari website, which the Parties agree shallbe part of the Terms. Please read the Terms carefully in conjunction with any information available on the Dinari website. IF YOU ARE A DISQUALIFIED PERSON, PLEASE NOTE THAT YOU ARE NOT ELIGIBLE AND YOU ARE NOT TO PARTICIPATE IN THE REDEMPTION.
Each of you and DINARI shall hereinafter be referred to as a "Party", and collectively, you and DINARI shall here in after be referred to as the "Parties".
YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX AND/OR OTHER PROFESSIONAL ADVISOR(S). IF YOU DO NOT AGREE TO THESE TERMS OR THE TERMS OF THE REDEMPTION, PLEASE DO NOT PARTICIPATE.
THE INFORMATION CONTAINED IN THE TERMS IS CONFIDENTIAL AND PROPRIETARY TO DINARI AND IS PROVIDED TO YOU SOLELY FOR CONFIDENTIAL USE WITH THE EXPRESS UNDERSTANDING THAT, WITHOUT THE PRIOR EXPRESS WRITTEN PERMISSION OF DINARI, SUCH PERSONS WILL NOT RELEASE THIS DOCUMENT OR DISCUSS THE INFORMATION CONTAINED HEREIN OR MAKE REPRODUCTIONS OF OR USE OF THE TERMS FOR ANY PURPOSE OTHER THAN EVALUATING A POTENTIAL RECEIPT OF TOKENS. RECEIPT OF THESE TERMS CONSTITUTES YOUR AGREEMENT THAT THE INFORMATION CONTAINED IN THE TERMS WILL BE MAINTAINED IN STRICT CONFIDENCE BY YOU.
THESE TERMS DO NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE INFORMATION THAT A POTENTIAL PARTICIPANT MAY DESIRE TO HAVE IN INVESTIGATING A POTENTIAL REDEMPTION OF TOKENS. IN ADDITION TO CONSIDERING THE RISK FACTORS DESCRIBED HEREIN, EACH POTENTIAL PARTICIPANT MUST CONDUCT AND RELY ON HIS/HEROWN DUE DILIGENCE AND EVALUATION OF TOKENS, INCLUDING THE MERITS AND RISKS INVOLVED WITH RESPECT TO TOKENS. CERTAIN PROVISIONS OF VARIOUS DOCUMENTS (AND DOCUMENTATION RELATED TO THE DINARI PLATFORM) ARE SUMMARIZED IN THESE TERMS,BUT POTENTIAL PARTICIPANTS SHOULD NOT ASSUME THAT THE SUMMARIES ARE COMPLETE OR THAT THE TERMS WILL NOT CHANGE PRIOR TO CLOSING. SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE COMPLETE TEXT OF SUCH DEFINITIVE, EXECUTED AGREEMENTS AND DOCUMENTS.
REDEEMED TOKENS WILL BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY.
ANY REDEMPTION OF TOKENS MADE IN VIOLATION OF THE ELIGIBILITY AND TRANSFERRESTRICTIONS CONTAINED IN THESE TERMS OR MADE BASED UPON ANY FALSE ORINACCURATE REPRESENTATION MADE BY THE YOU WILL BE VOID AND OF NO FORCE OREFFECT.THESE TERMS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TOBUY TOKENS IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TOMAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. EXCEPT AS OTHERWISEINDICATED, THESE TERMS SPEAK AS OF THE DATE HEREOF. NEITHER THE DELIVERY OF THESETERMS NOR ANY REDEMPTION SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANYIMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF DINARI OR RELATEDTECHNOLOGY AFTER THE DATE HEREOF. DINARI EXPRESSLY DISCLAIMS ANY DUTY OROBLIGATION TO UPDATE, AMEND OR CHANGE ANY OF THE INFORMATION CONTAINED IN THESETERMS.NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKEREPRESENTATIONS IN CONNECTION WITH THE REDEMPTION OTHER THAN THE INFORMATIONAND REPRESENTATIONS CONTAINED IN THESE TERMS, INCLUDING ANY ANNEXES HERETO. IFGIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIEDUPON AS HAVING BEEN AUTHORIZED BY DINARI.YOU ARE CAUTIONED THAT FORWARD-LOOKING STATEMENTS ARE ONLY PREDICTIONS ANDARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES.YOU ARE CAUTIONED NOT TO PLACE RELIANCE ON ANY PROJECTIONS OR FORWARD-LOOKINGSTATEMENTS. NO REPRESENTATION OR WARRANTY OF ANY KIND IS OR CAN BE MADE WITHRESPECT TO THE ACCURACY OR COMPLETENESS OF, AND NO REPRESENTATION ORWARRANTY SHOULD BE INFERRED FROM, FUTURE, PROJECTED OR FORWARD-LOOKINGOPERATING AND FINANCIAL INFORMATION, INCLUDING PERFORMANCE OR RESULTS,CONTAINED IN THESE TERMS OR ANY ASSUMPTIONS UNDERLYING THEM.ANY FORWARD-LOOKING STATEMENT SPEAKS ONLY AS OF THE DATE AS OF WHICH IT IS MADE.WE DO NOT ASSUME ANY OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS. WEUNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY INFORMATION HEREIN TO REFLECTEVENTS OR CIRCUMSTANCES IN THE FUTURE, EVEN IF NEW INFORMATION BECOMESAVAILABLE, OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS EVEN IN THEEVENT THAT ANY OR ALL OF OUR UNDERLYING ASSUMPTIONS PROVE TO BE INVALID.FURTHER, WE DO NOT INTEND TO UPDATE OR REVISE SUCH INFORMATION TO REFLECTCHANGES IN COMPETITION, MARKET CONDITIONS OR INDUSTRY OR GENERAL ECONOMICCONDITIONS.BY ACCEPTING THESE TERMS AND PARTICIPATING IN THE REDEMPTION, YOU AGREE TO BELEGALLY BOUND BY THESE TERMS (INCLUDING THE ANNEXES HERETO) AND YOU EXPRESSLYACKNOWLEDGE AND REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS ANDFULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PARTICIPATING IN THEREDEMPTION.
The headings in these Terms are included for convenience only and shall not be taken into account inconstruing these Terms. References to “Sections” and “Annex” are to be construed as references to thesections of and the annexes to these Terms.
The Parties HERE BY AGREE as follows:
1.1 Capitalized terms in these Terms shall bear the meanings as ascribed to them in Annex
1.1.2 These Terms (including the Annexes hereto) shall govern the issuance of Tokens via theRedemption between you and DINARI to be conducted on the Dinari Website.
1.3 No information contained in or on, and no part of the following:
(a) the finalized, published, and adopted version or drafts of any Dinari-relatedpublications or the theoretical papers available at [ Link Provided ] or any otherdocuments uploaded on the Website, any Dinari-related Telegram channel, and/orany Dinari-related Twitter accounts, and/or any Dinari-related blogs, and/or anyother medium where Dinari-related publications or theoretical papers may beavailable as set out on the Website (collectively, the “Channels”);
(b) any website or other social media channels directly or indirectly linked to theWhitepaper or the Channels; or
(c) any other information or document;shall constitute a part of these Terms, and no representations, warranties, or undertakingsare or are intended or purported to be given by DINARI in respect of any informationcontained in or on, or any part of, the items as stated in this Section.
2.1 You shall not participate in the Redemption and Dinari will not issue any Tokens if thereare applicable legal restrictions in your country of residence or domicile. It is your soleresponsibility to ensure that your participation in the Redemption is not prohibited,restricted, curtailed, hindered, impaired, or otherwise adversely affected in any way by anyapplicable law, regulation, or rule in your country of residence or domicile.
2.2 You are not eligible and you are not to participate in the Redemption if:
(a) you are an individual who is citizen, domiciled in, resident of, or physicallypresent / located in an Excluded Jurisdiction;
(b) you are a body corporate which is incorporated in, or operates out of, an ExcludedJurisdiction, or such entity was created for the purpose of purchasing unregisteredsecurities and the beneficial owners having majority control of the corporation arecitizens of, domiciled in and residents of an Excluded Jurisdiction;
(c) you are a person who is otherwise prohibited or ineligible in any way, whether infull or in part, from participating in the Redemption; or
(d) such Redemption is prohibited, restricted, or unauthorized in any form or mannerwhether in full or in part under the laws, regulatory requirements, or rules in anyjurisdiction applicable to you, at the time of your participation in the Redemption ,collectively, the “Disqualified Persons”.
2.3 You have been granted access to view these Terms because you have passed or areexpected to pass KYC and AML verification to the satisfaction of DINARI. Only participantswho are not Disqualified Persons and who can successfully pass and maintain KYC andAML verification shall be eligible to participate in the Redemption.
3.1 In order to request a Redemption of your Gift Card to receive your Token(s), you must:
(a)have possession of and access to the physical Gift Card (or other access for any virtualGift Card) including the card-specific Redemption Code located on the Gift Card,
(b) visitthe Dinari website and agree to these terms; and
(c) have (or obtain through the DinariWebsite) a Dinari-compatible Wallet that is able to receive the Tokens.
3.2 Your Gift Card will have a specific limitation in both dollar amount and in the types ofToken(s) (based on their Underlying Assets) that you will have access to redeem. EachGift Card will have a preset value (in US dollars) and may also have a limit on Redemptionto Tokens that represent certain Underlying Assets. These details will be set out on yourGift Card.
3.3 DINARI will, provided that you are eligible to participate in the Redemption and that youhave agreed to these terms, issue the Token(s) to your Dinari-compatible Wallet, in anaggregate amount that is equivalent to the Value of the Gift Card, as represented by theprice of the Underlying Assets at the time of Redemption.
3.4 NOTE – the value of the Underlying assets may fluctuate, and the specific amount of anyone Underlying Asset that relates to the Token(s) you receive will also fluctuate (seeSection 3.6 below). The value of the Tokens at the time of Redemption will be equivalentto the aggregate amount on your Gift Card; there is no guarantee that the value will be thesame when you view your Token holdings on the Dinari Website (in your accountdashboard); The total value of your assets should be expected to fluctuate up or down inconnection with the value of the Underlying Assets backing the Token(s).
3.5 Pricing and Methodology. At the time of Redemption, Dinari determines the price of eachToken (or fraction of a Token) using a commercially reasonable pricing source, which mayinclude real-time or near-real-time data from Nasdaq, Polygon.io, or any other nationalsecurities exchanges, or consolidated market data feeds in its sole discretion. Dinari shalluse reasonable efforts to minimize synthetic price deviations from the reference market.Token prices may diverge from the live market price of the corresponding underlyingsecurity due to FX movements, on-chain liquidity, trading fees, or other synthetic marketinputs. Dinari uses reasonable efforts to minimize such variances but does not guaranteeparity with any exchange-listed reference price.
3.6 Underlying Assets. Dinari has or will obtain the Underlying Assets (the “Underlying Asset)that will be tied to the Token. These Underlying Assets are listed US publicly tradedsecurities or ETFs that are credited to one or more securities accounts or sub-accountsmaintained in the name of Dinari for the benefit of the Token program with a qualifiedcustodian or broker-dealer (each, a “Custodian”). The Company shall ensure that eachCustodian acknowledgements confirming receipt, segregation for the Token program, andthat such assets are not subject to any security interest or right of setoff of such custodianother than for customary fees that are not yet due and payable.
4.1 DINARI shall, on a best commercially reasonable efforts basis, deliver any Token(s) toyour Dinari-compatible Wallet address registered in your Account upon completion of theRedemption. Tokens shall be deemed to be received by you upon validation andverification of receipt of Tokens in your Dinari-compatible Wallet Address.
4.2 The delivery of the Token(s) to you in accordance with the preceding Section shall besubject to your continued compliance with these Terms.
4.3 You understand and expressly accept that Tokens are “UNDER DEVELOPMENT” and willbe created and delivered to you on an “AS IS” basis and without any express or impliedrepresentation or warranty, except as expressly provided herein. DINARI and theIndemnified Parties expressly disclaim all implied warranties as to Tokens, includingimplied warranties of merchantability, fitness for a particular purpose, title and non-infringement. DINARI and the Indemnified Parties do not represent or warrant that Tokenswill be reliable, current or error-free, or will meet your requirements, or that defects inTokens will be corrected. DINARI and the Indemnified Parties cannot and do not representor warrant that the delivery mechanism for Tokens will be free of viruses or other harmfulcomponents. THE RISK OF LOSS IN BUYING, HOLDING AND TRADING DIGITALASSETS AND RIGHTS THEREIN, INCLUDING TOKENS, CAN BE IMMEDIATE ANDSUBSTANTIAL. THERE IS NO GUARANTEE AGAINST LOSSES FROMPARTICIPATING IN THE REDEMPTION, OTHER THAN THE FACT THAT THE GIFTCARD YOU ARE REDEEMING WAS FREE TO YOU. YOU SHOULD NONETHELESSCAREFULLY CONSIDER WHETHER TRADING OR HOLDING DIGITAL ASSETS ISSUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION.
4.4 No warranties are given regarding the availability, transferability, or tradability of Tokenson any cryptocurrency exchange, which shall not be construed, interpreted or deemed byyou as an indication of the merits of DINARI, the Dinari Platform, the Whitepapers, theChannels, the Redemption, or Tokens.
4.5 Holders of Tokens may use Tokens to access certain functions within the Dinari Platformas described in the Whitepapers and Tokens shall carry no other rights, express or implied,in relation to you, to DINARI, or to any other person or entity. Without limiting theinformation in the Whitepapers, the Tokens will have the following rights:(a) The Value of the Underlying Asset . The Tokens issued will be tied to a particularasset held in an account by Dinari (the “Underlying Asset) that you choose (or, inthe case of specific asset Gift Cards, assets determined by Dinari) on the Website.While you will not have any claim of right or title to the actual Underlying Asset,you do have a claim to the value of said underlying asset, at the market value thatis set out on the Dinari Website when you sell the Token back to Dinari as providedbelow. Redemption mechanics are set out on the Dinari Website, and only a userthat has undergone KYC and AML checks is eligible to request a Tokenrepurchase by Dinari. (b) Right to Repurchase by Dinari Upon Request . As a Token holder, you have theright to request a repurchase of any Token (or portion thereof) by Dinari (a“Repurchase”). The terms of such Repurchase will be set out on the DinariWebsite, in the same manner that the Redemption was made. The Repurchaseprice will be the price that Dinari receives when the Underlying Asset is sold, lessany fees or costs set out on the Website. The process of the Repurchase is setforth in Section 6 Below.(c) Dividend Payments . If at any time the underlying asset of any Token you holdreceives a dividend, and if you are eligible to receive that dividend, the dividendwill be deposited in your Dinari-compatible Wallet. Dividend payments may bedeposited in any US-denominated stablecoin, in Dinari’s sole discretion. Dinarireserves the right to deduct a portion of your dividend for the services rendered.Dividends under $1.00 USD per customer per dividend event will not bedistributed. Dinari may retain such amounts or aggregate them for future paymentsat its discretion. If required by applicable law, Dinari may withhold a certain percentage to remit to the U.S. Internal Revenue Service. Dinari may be requiredto receive certain tax identification from you or cause you to complete anyapplicable IRS or other tax forms it deems necessary in its discretion prior todelivering any such dividend payments. (d) Corporate Actions and Voting Rights. Dinari does not support voting rights or proxymechanisms for Token holders unless otherwise agreed in writing. All corporateactions (splits, dividends, etc.) shall be reflected via token mint/burn adjustmentsas needed. Voting rights shall be retained by Dinari or the underlying custodian.Aggregators or Distributors may disclose to their Users that Tokens confer novoting rights and that Dinari is the holder of record.(e) Other Rights . From time to time, Dinari may make certain additional rights availableupon notice to you.
4.6 To the extent that Dinari determines, in its sole discretion, that it is necessary to obtaincertain information about you in order to comply with applicable laws or regulations inconnection with the Sale(s) under these Terms, you shall provide such informationpromptly upon such request in such form or manner as Dinari may require, and youacknowledge and accept that Dinari may refuse to accept any Sales or withhold deliveryof Tokens to you until such requested information has been provided to the satisfaction ofDinari.
5.1 Notwithstanding anything in these Terms to the contrary, DINARI reserves the right, in itssole and absolute discretion, to reject any request for Redemption or abort a Redemptionat any time after your acceptance of these Terms and prior to the delivery of Tokens on thepost Redemption Settlement Date. DINARI further reserves the right, in its sole andabsolute discretion, to treat the Redemption as being invalid, notwithstanding any deliveryof Tokens which may have been effected, in the case where there is any change in anyapplicable law, regulation, or rule after such delivery which prohibits, restricts, curtails,hinders, impairs, or otherwise adversely affects the Redemption and delivery of Tokens toyou to any extent.
5.2 DINARI reserves the right, in its sole and absolute discretion, to reject any Redemptionrequests by you at any time after your acceptance of these Terms and prior to the deliveryof Tokens on the post Redemption Settlement Date in the event that you (or any potentialholder of Tokens due to a Distribution by you) become a Disqualified Person or becomeprohibited or ineligible in any way, whether in full or in part, from participating in theRedemption.
5.3 In the event of any such rejection, abortion of the Redemption, or completed Redemptionbeing treated as invalid, where you have made any transfer of any accepted digital assetor USD for such rejection which is the subject of the aborted Redemption or a reason forthe completed Redemption being treated as invalid (as the case may be), you acknowledgeand agree that:
(a) provided that:
(i) in the case of a transfer of USD to Dinari, such consideration has beenduly received by DINARI;
(ii) in the case of a transfer of an accepted digital asset (such as a US Dollarbacked stablecoin) to Dinari, your transfer of an accepted digital asset to Dinari has been validated and verified on the relevant blockchain assuccessful and complete,
DINARI may, notwithstanding any provision in these Terms, elect in its sole and absolutediscretion to provide a refund in full or in part without interest and net of all administrativeand/or third party charges and/or other transaction fees (if any) that may be incurred inconnection with such refund, in which case such administrative and/or third party chargesand/or other transaction fees (if any) incurred in connection with such refund shall be borneby you. Additionally, the value of any allowed refund may be reduced due to a Token valuedecrease that may have occurred between the time that the Redemption was initiated anda refund allowed.
(b) save for your right to such refund under Section 5.3(a), you hereby waive all rights,claims, and/or causes of action (present or future) under law (including any tortiousclaims) or contract against DINARI and the Indemnified Persons in connection withor arising from your Redemption or request for Redemption, and shall further holdharmless, DINARI and the Indemnified Persons from and against any and alllosses, damages, taxes, liabilities, and expenses that may be incurred by you inconnection with or arising from your Redemption or requested Redemption.
6.1 Once you have Redeemed your Gift Card and received Tokens in your Dinari-connectedWallet, the value of such Tokens will fluctuate in synch with their Underlying Asset(s). Thevalue of your Tokens will be visible in your account on the Dinari Website.
6.2 You may, through your account on the Dinari Website, initiate a repurchase of the Token(or any portion thereof), by requesting a Repurchase of all or a portion of your Tokens,based on the dollar amount shown in your account.
6.3 The process of the Repurchase will be the revere of your initial Redemption, with theexception that the funds received from the Repurchase will be distributed to you in theForm of US denominated stablecoin that will be deposited in your Dinari-compatible WalletAddress.
6.4 Dinari reserves the right, in its absolute discretion, to cancel or abort any such Repurchaseif it is determined that you are a Disqualified Person or have otherwise failed KYC or AMLchecks.
Tokens issued in connection with the Redemption shall not be subject to a refund.
8.1 By accepting these Terms, you represent and warrant to DINARI as follows.
(a) You are acquiring the Tokens for investment for your own account, not as anominee or agent, and not with a view to the resale or distribution of any partthereof.
(b) You do not presently have any intention, contract, undertaking, agreement orarrangement with any Person to sell, Transfer or grant participations to suchPerson or to any third Person, with respect to any of the Token.
(c) You are the sole owner and in control of the your Dinari-compatible WalletAddress, and no person, other than you, has any right, title or interest in or to thiswallet.
(d) You acknowledge that you have sufficient knowledge and experience in financial,business and technology matters, including a sufficient understanding ofblockchain technology, the Consensus Rules, blockchain protocol governance, theDesignated Blockchain, the Designated Blockchain Client, the DesignatedBlockchain Network, blockchain tokens and other similar digital assets,decentralized autonomous organizations or “DAOs”, smart contracts,decentralized protocols, transactional scripts and other similar blockchain-basedsoftware and digital wallets, Designated Blockchain Network Account Addressesor other software, methods or devices for storing, transferring or otherwiseinteracting with or utilizing blockchain tokens or blockchains to be able to evaluatethe economic risks and merits of the Redemption or Repurchase of the Tokensand of making an informed decision in respect thereto, including the risk factorsset forth on Annex 2 and all other matters set forth in this TERMS and is able tobear the risks thereof, including loss of the Redeemed Value, loss of the Tokens,and liability to the Company and others for its acts and omissions, including thoseconstituting breach of this TERMS, negligence, fraud or willful misconduct.
(e) You have been provided an opportunity to discuss and review information toevaluate the Tokens and have been provided an opportunity to obtain anyadditional information concerning the foregoing to the extent the Companypossesses such information or can acquire it without unreasonable effort orexpense, and have been given the opportunity to ask questions of, and receiveanswers from, the Company concerning the Tokens, including their expectedfeatures, functions and limitations; and, without prejudice to the foregoing, theParticipant is aware of the risks associated with the Redemption or Repurchase ofthe Tokens hereunder.
(f) Your Redemption or request for Dinari to Repurchase of the Tokens complies withapplicable laws and regulations in your jurisdiction.
(g) You understand that it is possible that regulatory authorities in the United Statesmight deem certain transactions in the Tokens to be securities transactions undercurrent U.S. law. As such, you and Company have elected to comply with anexemption framework under the Securities Act of 1933, as amended, and the rulesand regulations promulgated thereunder (the “Securities Act”) in connection withthe Redemption or the Repurchase of Tokens to ensure compliance, if deemedapplicable, with the Securities Act.
(h) Neither (i) you, (ii) any of your directors, executive officers, other officers that mayserve as director or officer of any company in which you invest, general partnersor managing partners, nor (iii) any beneficial owner of the voting equity securitiesowned by you (in accordance with Rule 262 of the Securities Act) is subject to ofthe disqualifying events listed in Rule 506(d)(1) of Regulation D under theSecurities Act (a “Purchaser Event”), and there is no proceeding or investigationpending or, to the knowledge of Participant, threatened by any governmentalauthority, that would reasonably be expected to become the basis for a ParticipantEvent.
(i) Tokens will be deemed to bear the legend set forth below in addition to any otherlegend required by U.S. or non-U.S. federal or state laws that may be applicableto Tokens or provided in any other agreement with DINARI: THIS TOKEN (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN ATRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THEU.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, ORFOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPTPURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATESECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVENTO THEM IN REGULATION S UNDER THE SECURITIES ACT.
(j) These Terms constitute legal, valid, and binding obligations on you, enforceable inaccordance with its terms and neither the exchange for, nor receipt, nor holding ofTokens is in breach or contravention of any applicable law, regulation, or rule inyour jurisdiction.
(k) You are not a citizen or resident of any jurisdiction in which either the exchangefor, receipt, or holding of Tokens is prohibited, restricted, curtailed, hindered,impaired, or otherwise adversely affected by any applicable law, regulation orrule.
(l) No consent, approval, order, or authorization of, or registration, qualification,designation, declaration, or filing with, any regulatory authority in any jurisdiction(the "Approvals") is required on your part in connection with the Redemption, orwhere any Approvals are required, such Approvals have been obtained and remainvalid and in full force and effect.
(m) None of you or (and in the case where you are accepting these Terms on behalfof a corporation) any of your Subsidiaries (if any), any of your directors or officers,or any of your employees, agents, or any other person acting on behalf of your orany of your Subsidiaries is an individual or entity that is, or is owned or controlledby an individual or entity that:
(i) is currently the subject of any sanction administered by the OFAC or anyother United States government authority, is not designated as a"Specially Designated National" or "Blocked Person" by OFAC or subjectto any similar sanctions or measures imposed or administered by theUnited Nations Security Council, the European Union, His Majesty'sTreasury of the United Kingdom, or similar sanctions administered orimposed by the government of Singapore or any other country(collectively, the "Sanctions");
(ii) is located, organized, or resident in a country or territory that is the subjectof such Sanctions - (including, without limitation, Democratic People'sRepublic of Korea, Cuba, Syria, Iran, Sudan, Crimea); or
(iii) has not engaged in and is not now engaged in any dealings or transactionswith any government, person, entity, or project targeted by, or located inany country or territory, that at the time of the dealing or transaction is orwas the subject of any Sanctions.
(n) The Tokens to be delivered to and received by you will not be used for any purposein connection with money laundering, terrorism financing, or any other acts inbreach or contravention of any applicable law, regulation, or rule.
(o) You are acquiring Tokens as principal and for your own benefit and you are notacting on the instructions of, or as nominee or agent for or on behalf of, any otherperson.
(p) You bear the sole responsibility to determine what tax implications yourparticipation in the Redemption or Repurchase may have for you agree not to holdDINARI or any other person involved in the Redemption or Repurchase liable forany tax liability associated with or arising therefrom.
(q) You agree and acknowledge that DINARI, the Indemnified Persons, and/or anyperson involved in the Redemption or Repurchase are not liable for any direct,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 orreliance on these Terms or any part thereof by you.
(r) You waive the right to participate in a class action lawsuit or a class wide arbitrationagainst DINARI, the Indemnified Persons, and/or any person involved in theRedemption or Repurchase and/or with the creation and distribution of Tokens.
(s) All of the above representations and warranties are, and will continue to be, true,complete, accurate, and non-misleading from the time of your acceptance of theseTerms and notwithstanding the receipt by you (or by any other holder of Tokensdue to a Distribution by you) of all of the Tokens.
8.2 DINARI does not make, and hereby disclaims, any representation or warranty in any formwhatsoever, including without limitation any representation or warranty in relation to:
(a) the information set out on the Whitepapers, the Channels, or any other place;
(b) DINARI;
(c) the Redemption or Repurchase of Tokens;
(d) the Account;
(e) Tokens;
(f) the Website;
(g) Any information related to a security that is backing any Token, even if suchinformation is displayed on the Website;
(h) Any information that you as a Distributor provided to any other holder of Tokensdue to a Distribution by you;
(i) Any information that you as an Aggregator provided to any persons that utilize youas an Aggregator;
9.1 To the maximum extent permitted by all applicable laws, regulations, and rules and exceptas otherwise provided in these Terms, DINARI hereby expressly disclaims its liability andshall in no case be liable to you or any person (including any other holder of Tokens dueto a Distribution by you) for:
(a) any Redemption, Repurchase or transfer of any Tokens acquired by youhereunder to any person at any time;
(b) the funds used by you being obtained through any acts in connection with moneylaundering, terrorism financing, or any other acts in breach or contravention of anyapplicable law, regulation or rule;
(c) the use of Tokens for any purpose in connection with money laundering, terrorismfinancing or any other acts in breach or contravention of any applicable law,regulation or rule;
(d) rejection or abortion of the Redemption or Repurchase;
(e) failure or delay in the receipt by you of Tokens in accordance with these Terms;
(f) failure, malfunction, or breakdown of, or disruption to, the operation of DINARI,Tokens, or any technology on which DINARI, the Dinari Platform, Tokens, theWebsite, your Dinari-compatible Wallet, the Ethereum Wallet, the Bitcoin Wallet,the Redemption or any Repurchase, or Account relies, due to occurrences ofhacks, mining attacks (including but not limited to double-spend attacks, majoritymining power attacks and "selfish-mining" attacks), cyber-attacks, distributeddenials of service, errors, vulnerabilities, defects, flaws in programming or sourcecode or otherwise, regardless of when such failure, malfunction, breakdown, ordisruption occurs;
(g) failure, malfunction, or breakdown of or disruption to, the operation of anyblockchain, any blockchain-based software systems or any blockchain technologyin connection with the operations of DINARI, the Dinari Platform, Tokens, theWebsite, the Account, your Dinari-compatible Wallet, the Ethereum Wallet, theBitcoin Wallet, or the Account, due to occurrences of hard forking, hacks, miningattacks (including but not limited to double-spend attacks, majority mining powerattacks, and "selfish-mining" attacks), cyber-attacks, distributed denials of service,errors, vulnerabilities, defects, flaws in programming or source code or otherwise,regardless of when such failure, malfunction, breakdown, or disruption occurs;
(h) any virus, error, bug, flaw, defect, or other issue adversely affecting the operation,functionality, usage, storage, transmission mechanisms, transferability, ortradeability (after Tokens have been made available for trading including tradingon a cryptocurrency exchange (if applicable)) of any material characteristics ofTokens;
(i) decreases or volatility in traded prices or trading volume of Tokens (after Tokenshave been made available for trading including trading on a cryptocurrencyexchange (if applicable));
(j) failure or unfitness of Tokens for any specific purpose;
(k) the manner of use of the proceeds received by DINARI from the Redemption orRepurchase;
(l) failure to disclose information relating to the progress of any Redemption orRepurchase;
(m) loss of possession of the credentials for accessing, loss, or destruction of theprivate keys of any wallet referred to in Section 5 in any manner and to anyextent;
(n) failure or delay in the availability of Tokens for trading on a cryptocurrency or otherexchange;
(o) any rejection of trading of Tokens by any cryptocurrency exchange;
(p) any prohibition, restriction, or regulation by any government or regulatory authorityin any jurisdiction that restricts the operation, functionality, usage, storage,transmission mechanisms, transferability, or tradeability or other materialcharacteristics of Tokens;
(q) any risks associated with the Whitepapers, the Channels, DINARI, theRedemption, Tokens, the Repurchase of Tokens, any bank account or walletreferred to in Section 5, your provision of the details of any bank account oraddress to any wallet referred to in Section 5, the Website, the Account the DinariAccount and the Dinari Platform, including but not limited to the risks set out inAnnex 2 hereto; and
(r) all other risks, direct, indirect, or ancillary, whether in relation to the Whitepapers,the Channels, DINARI, the Redemption, Tokens, your Repurchase of Tokens, anybank account or wallet referred to in Section 5, your provision of the details of anybank account or address of any wallet referred to in Section 5, the Website, yourAccount and the Dinari Platform which are not specifically or explicitly contained inor stated in these Terms or set out in Annex 2 hereto.
9.2 In the event of any loss, hack, or theft of cryptocurrencies from any cryptocurrency walletprovided by you to DINARI for the purposes of any refunds or withdrawals, youacknowledge and confirm that you shall have no right(s), claim(s) or causes of action inany way whatsoever against DINARI.
10.1 To the maximum extent permitted by applicable law:
(a) DINARI and Indemnified Persons 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 ordata), arising out of or in connection with the Redemption or Repurchase of, use,receipt, or holding of Tokens by you or by any other holder of Tokens due to aDistribution by you;
(b) the aggregate liability of DINARI, in tort, contract, or otherwise, arising out of or inconnection with the Redemption or Repurchase, use, receipt, or holding of Tokensby you shall be limited to the amount of USD consideration transferred by youhereunder; and
(c) you hereby agree to waive all rights to assert any claims under the applicable laws,regulations and rules and you may make claims based only on these Terms.
10.2 To the maximum extent permitted by the applicable laws, regulations, and rules, you shallindemnify, defend, and hold DINARI and/or Indemnified Persons harmless from andagainst any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurredand/or those necessary to successfully establish the right to indemnification) filed/incurredby you or any third party against any of DINARI or the Indemnified Persons arising out ofa breach of any warranty, representation, or obligation hereunder.
Subject to these Terms, only you and no other person shall have the right to any claim againstDINARI in connection with the Redemption or Repurchase of Tokens hereunder. You shall notassign, trade, or transfer, or attempt to assign, trade, or transfer, your right to any such claim. Anysuch assignment or transfer shall not impose any obligation or liability of DINARI to the assigneeor transferee.
12.1 These Terms shall not entitle you to any intellectual property rights, including the rights inrelation to the use, for any purpose, of any information, image, user interface, logos,trademarks, trade names, Internet domain names, or copyright in connection with theWhitepapers, the Channels, DINARI, the Redemption or Repurchase, Tokens, and/or theDinari Platform.
12.2 There are no implied licenses under these Terms, and any rights not expressly granted toyou hereunder are reserved by DINARI.
Notwithstanding the expiry or termination of the Redemption or Repurchase, any delivery of Tokensto you or any abortion of the Redemption or Repurchase pursuant to these Terms, Sections 8 to20, and the Annexes hereto shall remain valid and in full force and effect.
Any failure of DINARI to enforce these Terms or to assert any right(s), claim(s) or causes of actionagainst you under these Terms shall not be construed as a waiver of the right of DINARI to assertany right(s), claim(s) or causes of action against you.
15.1 These Terms and any additional terms contained on the Website shall contain the entireagreement and the understanding between the Parties and supersedes all prioragreements, understandings or arrangements (both oral and written) in relation to theRedemption or Repurchase of Tokens.
15.2 In the event that DINARI discovers that you, in your participation in the Redemption orRepurchase, have engaged in unfair, excessive, or abusive usage or conduct, DINARIreserves the right to take such actions as may be necessary, to the fullest extent possibleunder law, to protect DINARI from losses, damages, harm, or degradation of any form andmanner including, without limitation, rejecting your Redemption or Repurchase andrefusing any refunds under these Terms.
16.1 All amounts that you transfer as consideration for your Redemption or RepurchaseofTokens shall be exclusive of all taxes that are applicable to your receipt and holding ofTokens in any jurisdiction ("Payable Tax").
16.2 You shall be responsible for determining any Payable Tax and declaring, withholding,collecting, reporting and remitting the correct amount of Payable Tax to the appropriate taxauthorities. You shall be solely liable for all penalties, claims, fines, punishments, or otherliabilities arising from the non-fulfilment or non-performance to any extent of any of yourobligations in relation to the Payable Tax.
16.3 DINARI shall not be responsible for determining any Payable Tax and declaring,withholding, collecting, reporting and remitting the correct amount of Payable Tax to theappropriate tax authorities for you.
17.1 Any notice or other communication to be given under these Terms shall be in writing, andshall be deemed to have been duly served on, given to or made in relation to a Party if itis:
(a) left at the address of that Party or posted by pre-paid, airmail/first-class/registeredpost addressed to that Party at such address, in which case such notice shall bedeemed to have been delivered and received at the time of delivery; or
(b) transmitted by email or facsimile, in which case such notice shall be deemed to bedelivered and received at the time of transmission in legible form.provided that where, in the case of delivery by hand, the delivery occurs after 6.00 p.m. ona business day or on a day which is not a business day, receipt shall be deemed to occurat 9.00 a.m. on the next business day.
17.2 For the purposes of these Terms, the contact details of DINARI shall be the contact details(including, if applicable, the details of the person for whose attention a notice orcommunication is to be addressed) as DINARI may announce on the Website or theChannels or notify to you in writing from time to time in accordance with the requirementsof this Section.
17.3 For the purposes of these Terms, your contact details shall be such contact details as youmay notify to DINARI in writing from time to time in accordance with the requirements ofthis Section.
18.1 These Terms shall be governed by, and construed in accordance with, the laws ofDelaware.
18.2 Any dispute, controversy or claim arising out of or relating to these Terms, or the breachthereof, including the determination of the scope or applicability of the agreement toarbitrate ("Dispute") shall be resolved in accordance with this Section.
18.3 A Party shall give prompt written notice of any Dispute to the other Party (a "DisputeNotice"). Such Dispute Notice will include sufficient details of the Dispute to enable theother Party to consider its position in relation to the Dispute.
18.4 Each Party agrees to use its best efforts to settle any Dispute amicably between the Partieswithin a period of 30 days from receipt of the Dispute Notice given under the precedingSection.
18.5 During such time as any Dispute is being resolved or determined under this Section,whether by negotiation, mediation or arbitration, the Parties shall continue to comply withtheir respective obligations under these Terms.
19.1 DINARI HAS THE RIGHT TO AMEND THESE TERMS WITHOUT CONSENT FROM ANYOTHER PERSON FROM TIME TO TIME.
19.2 Save for the Indemnified Persons who shall have rights to the extent accorded theretounder these Terms, a person who is not a Party shall not have any rights to enforce anyterm of these Terms.
19.3 Notwithstanding any term of these Terms, the consent of or notice to any IndemnifiedPersons shall not be required for any termination, rescission or agreement to any variation,waiver, assignment, novation, release or settlement under these Terms at any time.
20.1 If any of these Terms is rendered void, illegal, or unenforceable by any legislation to whichit is subject, it shall be rendered void, illegal, or unenforceable to that extent and no furtherand, for the avoidance of doubt, the rest of these Terms shall continue to be valid and infull force and effect and shall in no way be affected, impaired, or invalidated, and the Partieshereto shall use their commercially reasonable efforts to find and employ an alternativemeans to achieve the same or substantially the same result as that contemplated by suchterm, provision, covenant or restriction. It is hereby stipulated and declared to be theintention of the Parties that they would have executed the remaining terms, provisions,covenants, and restrictions without including any of such that may be hereafter declaredinvalid, illegal, void, or unenforceable.
20.2 The illegality, invalidity, or unenforceability of any provision of these Terms under the lawof any jurisdiction shall not affect its legality, validity, or enforceability under the law of anyother jurisdiction nor the legality, validity or enforceability of any other provision.
In these Terms, the following words and expressions shall, where not inconsistent with the context, havethe following meanings respectively:
“Designated Address” means the unique blockchain address provided to you by CoinList onscreen at theWebsite for purposes of transfer of any accepted digital asset for funding your Account.
“Dinari Account” means the bank account or digital wallet address which details are provided to you at theWebsite for purposes of transferring USD or a permitted US Dollar backed stablecoin to fund yourAccount.
“Dinari-compatible Wallet” means
“Dinari Platform” means the Dinari mainnet release blockchain and protocol to which Tokens is a native,digital asset.
“Dinari Tokens” or “Tokens” means a set of rules encoded in a smart contract, and in the specific case ofTokens offered in this Redemption, each Token is encoded to represent a particular asset as set out on theWebsite.
“Dinari-compatible Wallet” means a blockchain address on the Dinari Platform which you have successfullyestablished and is owned by you and which has been registered in your Account, and is used to hold anyTokens and any stablecoin accepted for payment by Dinari.
“double spend” means to undertake, or attempt to undertake, two (2) different transactions on the relevantblockchain or any other cryptocurrency network and spend the same account balance on each of thetransactions.
“Excluded Jurisdiction” MEANS ANY OF THE DEMOCRATIC PEOPLE'S REPUBLIC OF KOREA, CUBA,SYRIA, IRAN, SUDAN, CRIMEA, OR JURISDICTIONS WITH STRATEGIC ANTI-MONEY LAUNDERING/ COUNTER-FINANCING OF TERRORISM DEFICIENCIES MOST RECENTLY IDENTIFIED BY THEFINANCIAL ACTION TASK FORCE, AND JURISDICTIONS IN WHICH THE REDEMPTION ORREPURCHASE ARE PROHIBITED, RESTRICTED OR UNAUTHORISED IN ANY FORM OR MANNERWHETHER IN FULL OR IN PART UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES INSUCH JURISDICTION.
“immediate family” in relation to a senior foreign political figure includes such figure’s parents, siblings,spouse, children, and in-laws.
“Indemnified Persons” means DINARI’s subsidiaries, related companies, corporate and individual affiliates,technology providers and advisors, directors, officers, employees, agents, service providers, and itsaffiliates, successors, and permitted assignees.
“OFAC” means the United States Office of Foreign Assets Control of the United States Department of theTreasury.
“Redemption Settlement Date” means that date that the participant receives Tokens after making a validRedemption Request.
“Receiving Address” means the Designated Address(es) or address(es) on the relevant blockchain asDINARI may transfer or refund any proceeds from any valid Repurchase to participants.
“Subsidiary” means a corporation that has (a) the composition of its board of directors controlled by anothercorporation; (b) has more than half of its voting power controlled by another corporation; or (c) has morethan half of its issued share capital held by another corporation.
“Terms” means the terms and conditions contained herein and in the Dinari Website, as amended,supplemented, updated or substituted from time to time and includes the Annexes hereto.
“validated and verified” means, in relation to a relevant blockchain, receiving appropriate confirmations onsuch blockchain.
“Website” means the internet site at address www.dinari.com.
“Whitepapers” means [-]
In these Terms, a reference to:
(a) DINARI includes a reference to its duly authorized agents and/or delegates;
(b) a person includes a reference to any individual, body corporate, unincorporated association orpartnership;
(c) an agreement or other document is a reference to that agreement or document as from time totime supplemented or amended;
(d) the masculine gender includes the feminine and neuter genders and vice versa;
(e) the singular includes the plural and vice versa; and
(f) any law or regulation is a reference to that law or regulation as amended from time to time and,where the same has been repealed, to any re-enactment or replacement of the same.
The Participant (for purposes of this Annex 2, including any distribution or aggregation participant)understands that the Redemption of the Tokens (or the receipt of any benefit or detriment therefrom)involves substantial risk, including, without limitation, the risks set forth below. The list of riskfactors set forth below does not purport to be a complete enumeration or explanation of the risksinvolved in the Participant’s Redemption of the Tokens.
1. The Tokens are subject to severe constraints on liquidity. There is currently no market for theTokens and there can be no assurance that such market will develop or expand. The Redemption of theTokens is suitable only for persons that are sophisticated and experienced with the relevant software,cryptography and business and are financially able to hold their Tokens for an indefinite period of time andwho can afford a loss of their entire investment.
2. The Participant understands and accepts the inherent risks associated with the Tokens, including,without limitation, risks associated with: (a) potential money laundering; (b) potential fraud; (c) anonymityof transactions; (d) potential exploitation for illegal purposes; (e) potential theft; (f) instability and other flawsof the Tokens exchanges or brokers/custodians, if any; and (h) the lack of regulation of the Tokens and thelack of the clarity of the application of existing regulations as applied to blockchain tokens, in each case, asof the date hereof. To the extent that the Tokens are used for money laundering, to commit fraud, or forother illegal purposes, or regulations are adopted or interpreted in relation to blockchain tokens, the useand/or functionality of the Tokens on the applicable blockchain may be terminated or materially altered asa result.
3. The Participant understands and accepts that the software and hardware, technology andtechnical concepts and theories applicable to the Tokens (as well as Blockchain Tokens in general) is stillin an early development stage and unproven, there is no warranty that the technology will be uninterruptedor error-free and there is an inherent risk that the technology could contain weaknesses, vulnerabilities orbugs causing, inter alia, the complete loss of the Tokens and the Participant’s entire Redeemed Value.
4. The Participant understands and accepts that the blockchain technology on which the Tokensand most other blockchain tokens are based allows new forms of interaction and that it is possible thatcertain jurisdictions will apply existing regulations on, or introduce new regulations addressing, Blockchaintechnology based applications, which may be contrary to any setup of the Redemption process and whichmay, inter alia, result in an adverse effect to any Redemption, including the termination and the loss of allof the Tokens and the Participant’s entire Redeemed Value.
5. The Participant understands and accepts that the development of the Dinari platform financed bythe, or relating to, the Tokens, if any, may be abandoned for a number of reasons, including but not limitedto failure of the project, lack of interest of the industry and/or the public, lack of funding, lack of commercialsuccess or prospects (e.g. caused by competing projects), lack of ability to obtain regulatory licenses,permits or clearances. The Participant therefore understands that there is no assurance that, even ifsuch project is partially or fully developed and launched, the Participant may receive any functionalitythrough the Tokens, and that they may become worthless. The Participant further understands and acceptsthat a project financed by, or relating to, the Tokens may give rise to other, alternative projects, promotedby third parties unaffiliated with Dinari, and the Tokens do not share in the profits of Dinari or any project ofDinari (including its software development relating to the Tokens). Tokens will have no intrinsic value.
6. The Tokens are intended to be accessed using a private key that corresponds to the address atwhich it is stored. The Participant understands and accepts that if the private key, or the “seed” used tocreate the address and corresponding private key are lost or stolen, the Tokens associated with theParticipant’s address might be unrecoverable and will be permanently lost.
7. The Participant understands and accepts that the underlying software application and softwareplatform of the Tokens, the Internet, any blockchain network, the Participant, and other involved software,technology components and/or platforms concerned with the Tokens may be exposed to attacks by hackersor other individuals that could result in theft or loss of the Tokens and the Participant’s entire RedeemedValue.
8. The Participant understands and accepts that public blockchain based systems depend onindependent validators, and therefore may be vulnerable to consensus attacks including, but not limited to,double-spend attacks, majority voting power attacks, race condition attacks and censorship attacks. Anysuccessful attacks in respect of the Tokens present a risk to the system in which the Tokens are used,expected proper execution and sequencing of the purchased Token transactions, and expected properexecution and sequencing of software computations, including loss of the Participant’s entire RedeemedValue.
9. The securities and derivatives markets are subject to comprehensive statutes, regulations andmargin requirements. In addition, the SEC, the CFTC, and the exchanges are authorized to takeextraordinary actions in the event of a market emergency, including, for example, the retroactiveimplementation of speculative position limits or higher margin requirements, the establishment of daily pricelimits and the suspension of trading. The regulation of securities and derivatives both inside and outsidethe United States is a rapidly changing area of law and is subject to modification by government and judicialaction.
10. As blockchain tokens have grown in popularity, certain U.S. agencies, such as the SEC, theFinancial Crimes Enforcement Network and the CFTC, have begun to examine blockchain tokens and theoperations of blockchain tokens in depth. To the extent that any type of blockchain token is determined tobe a security, commodity, future or other regulated asset, or to the extent that a U.S. or foreign governmentor quasi-governmental agency exerts additional regulatory authority over blockchain tokens or the Tokens,the Participant’s interest in the Tokens may be adversely affected.
11. The Tokens currently face an uncertain regulatory landscape in not only the United States butalso in many foreign jurisdictions, such as the European Union. Various foreign jurisdictions may, in thenear future, adopt laws, regulations or directives that affect the Tokens, including exchanges that may tradethe Tokens and service providers that fall within such jurisdictions’ regulatory scope. Such laws, regulationsor directives may conflict with those of the United States and may negatively impact the acceptance of theTokens by users, merchants and service providers outside of the United States and may therefore impedethe growth of the Tokens. The effect of any future regulatory change on the Participant’s interest in theTokens is impossible to predict, but such change could be material and adverse.
12. It may be illegal, now or in the future, to own, hold, sell or use the Tokens in one or morecountries, including the United States. One or more countries may take regulatory actions in the future thatseverely restricts the right to acquire, own, hold, sell or use the Tokens or to exchange the Tokens for fiatcurrency. Such an action may adversely affect the Participant’s interest in the Tokens.
13. The loss of the key architects and developers of Dinari and the Tokens could restrict the ability ofthe issuer of the Tokens to execute on its future development plans with respect to the Tokens, which couldmaterially and adversely affect the Participant’s interest in the Tokens.
