IMPORTANT NOTICE BREED Token ($BREED) is not intended to constitute capital markets products, securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction. This document is not a prospectus and does not constitute or form part of any offer, invitation, or solicitation of any investment and does not pertain in any way to an offering, invitation, or purchase of securities in any jurisdiction. This document has not been or will be submitted to, registered with, reviewed or verified by any regulatory authority in any jurisdiction. No regulatory authority has examined or approved this document, and no action has been or will be taken in respect of obtaining such approval under the laws, regulations or rules of any jurisdiction. This Whitepaper is intended to provide general information on how $BREED and BreederDAO is intended to operate. Changes may be made to the design, features and uses of the $BREED and BreederDAO without your notice. You acknowledge that no representation, warranty, undertaking or assurance whatsoever is made with respect to $BREED and BreederDAO (including their respective merchantability or fitness for particular purposes). Your decision to purchase any $BREED shall be made based your own knowledge of $BREED and BreederDAO. Without prejudice to the generality of the foregoing, you will accept the $BREED and BreederDAO on an “as is” basis, irrespective of the technical specifications, parameters, performance or function thereof. No information in this Whitepaper shall be construed as business, legal, financial or tax advice regarding $BREED, the purchase of $BREED (“Token Purchase”), or BreederDAO. You shall consult your own legal, financial, tax or other professional advisor regarding $BREED, any Token Purchase, or BreederDAO. You should not purchase any $BREED if such purchase is prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in the jurisdiction in which you are located, at the time of your intended purchase or purchase of the tokens pursuant to this agreement. Participating in any Token Purchase is voluntary. You should refrain from purchasing any $BREED if you have any concerns or uncertainty about the contents of the Whitepaper (including the legal disclaimers and risks relating to the $BREED, the Token Purchase, or BreederDAO). You should complete independent due diligence into BreederDAO and $BREED, peruse, comprehend and consider carefully the risks described in this Whitepaper before deciding to participate in any Token Purchase. There are numerous risks related to $BREED, any Token Purchaser and BreederDAO, many of which are beyond the control of BreederDAO and its representatives. Each of these are currently under development and may undergo significant changes. $BREED may be worthless and there is no certainty that an active market for $BREED will develop, or if it develops, be sustained. You acknowledge and agree that you will not have any right, claim, action or remedy against anyone whatsoever (1) to request for a refund of any $BREED you have purchased, or (2) if $BREED or BreederDAO does not ultimately meet your expectations. Please see the disclaimers, legal notices and risks disclosed in Section “Legal Notices” of this Whitepaper for further information. LEGAL NOTICES None of the information available in this Whitepaper, the BreederDAO website https://www.breederdao.io/, the BreederDAO Twitter account (@BreederDAO), the BreederDAO Discord channel, the BreederDAO Telegram channel, the BreederDAO medium website https://medium.com/@breederDAOcommunity, or any other information platforms moderated by BreederDAO (together, the “Information Platforms”) is intended to be an exhaustive description of the design, features, uses, future performance, future plans, business, operations, risks and uncertainties in respect of $BREED, BreederDAO and/or any Token Purchase. You acknowledge that no representation, warranty or assurance is made with respect to $BREED and BreederDAO (including their respective merchantability or fitness for particular purposes) and any Token Purchase. No information or content in the Information Platforms (the “Published Information”) shall be construed as business, legal, financial or tax advice regarding $BREED, any Token Purchase or BreederDAO. You shall consult your own legal, financial, tax or other professional advisor regarding $BREED, any Token Purchase or BreederDAO. NO REPRESENTATION & WARRANTIES BY BREEDERDAO Notwithstanding any other provision of these Legal Notices or any statement made expressly or impliedly in the Published Information, BreederDAO and/or its representatives does not make or purport to make, and hereby disclaims, any representation, warranty, undertaking or covenant in any form whatsoever to any entity or person, including any representation, warranty, undertaking or covenant in relation to the truth, accuracy and completeness of any of the information set out in the Published Information. Your decision to purchase any $BREED shall be made based on your own knowledge of BreederDAO and $BREED. Without prejudice to the generality of the foregoing, you accept $BREED and BreederDAO on an “as is” basis, irrespective of the technical specifications, parameters, performance or function thereof. No person is authorised to give any information in connection with BreederDAO, $BREED or any Token Purchase that is not contained in this Whitepaper.
REPRESENTATION & WARRANTIES BY YOU
By accessing the Published Information or participating in any Token Purchase, you represent and warrant to BreederDAO that:
(a) you are over 18 (eighteen) years of age; (b) you agree, accept, and acknowledge that $BREED is not, nor should be construed, understood, deemed or interpreted as: (1) any capital markets product or security in any jurisdiction; (2) a share or an equity interest, voting or non-voting security (or its like) in, or claims against, BreederDAO or any other entity in any jurisdiction; (3) equity or debt investment of any kind in any venture in any jurisdiction; (4) any securities having intrinsic value or market price in any jurisdiction; (5) units or derivatives of units in a business trust or collective investment scheme in any jurisdiction; (6) any form of financial derivative in any jurisdiction; (7) any commercial paper or negotiable instrument in any jurisdiction; (8) any form of investment contract between the relevant holder and any other person in any jurisdiction; (9) any commodity or asset that any person is obliged to redeem or purchase; (10) any note, debenture, warrant or other certificates that entitles the holder to interest, dividend or any kind of return from any person; (11) rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss; or (12) any rights, options or derivatives in respect of any of the foregoing. (c) you agree and acknowledge that the Published Information does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of capital markets product (including but not limited to securities) in any jurisdiction or a solicitation for investment in any capital markets product (including but not limited to securities) in any jurisdiction;
(d) you agree and acknowledge that no regulatory authority has examined or approved of the Published Information, and presently there is no plan for the Published Information to be so reviewed;
(e) the distribution or dissemination of the Published Information any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to BreederDAO and/or its representatives;
(f) you will not make any representation to any person regarding BreederDAO or $BREED that conflict with any Published Information;
(g) you are fully aware of and understand that you are not eligible to purchase any $BREED or access the Published Information if you are a citizen, national, resident (tax or otherwise) of an internationally sanctioned country;
(h) you are permitted by the laws of each jurisdiction to participate in any Token Purchase and is legally permitted to acquire, receive and hold cryptocurrencies such as $BREED;
(i) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on your part in connection with the participation in any Token Purchase;
(j) you understand the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;
(k) you are fully aware and understand, there are risks associated with BreederDAO and its business and operations, $BREED, any Token Purchase, storage of $BREED, and relying or acting on all or any part of the Published Information;
(l) your participation in any Token Purchase is voluntary and based on your own independent judgment without being coerced, solicited or misled by anyone else;
(m) in the event you participate in any Token Purchase, you aim to acquire $BREED primarily for its primary function as a cryptographic token (which are not redeemable, associated with financial return or backed by any underlying asset or repurchase commitment and do not necessarily have market value or transaction between peers) without expectation of any profit or financial yield and does not contemplate to use $BREED for any financial, speculative, illegal or non-ethical purpose;
(n) you understand and accept that you may not have any expectation of influence over governance and/or management of BreederDAO;
(o) you understand with regards to $BREED, no market liquidity may be guaranteed and the value of $BREED over time may experience extreme volatility or depreciate in full;
(p) you understand that you have no right against any other party to request any refund of your purchase of $BREED under any circumstance;
(q) you agree and acknowledge that BreederDAO is 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 or loss of use or data or loss of reputation or loss of any economic or other opportunity of whatsoever nature or howsoever arising) arising out of or in connection with any acceptance of or reliance on the Published Information, any Token Purchase, or any part thereof by you;
(r) you waive the right to participate in a class action lawsuit and/or class wide arbitration against BreederDAO and/or its representatives;
(s) you understand and expressly accept that there is no warranty and/or representations whatsoever on BreederDAO, $BREED and/or the success of BreederDAO, expressed or implied, to the extent permitted by law, and that $BREED are created and obtained at your sole risk on an “as is” and “under development” basis and without, to the extent permitted by law, any representations or warranties of any kind, including, but not limited to:
(1) warranties of title or implied warranties, merchantability or fitness for a particular purpose; (2) any warranties as to the timeliness, reliability, sequence, accuracy, adequacy, consistency or completeness of any information provided to you at any time or from time to time; (3) any warranties that BreederDAO, $BREED or the Token Purchase will meet your requirements; and (4) any warranties that the Token Purchase, BreederDAO, $BREED and $BREED distribution, activation, holding, use, transfer or exchange will be uninterrupted timely, secure or free from error. All the above representations and warranties made by you shall be true, complete, accurate and non-misleading on and from the date of your last access to the Published Information and the date(s) of your participate in any Token Purchase.
LIMITATION OF LIABILITY BreederDAO hereby expressly disclaims its liability, and shall in no case be liable to any person, for: (a) any person’s participation in any Token Purchase in violation of any anti-money laundering, counter-terrorism financing or other regulatory requirements that are imposed in any jurisdiction; (b) any person’s participation in any Token Purchase in violation of any representation, warranty, obligation, covenant or other provision under this Whitepaper, and the resulting failure or inability to retrieve his/ her payment or to claim relevant purchased $BREED; (c) early closure of any Token Purchase for any reason; (d) failure to distribute, offer, utilise or deal with any reserved $BREED; (e) failure or abortion of BreederDAO development or expansion and resulting failure to develop BreederDAO; (f) delay or rescheduling of the BreederDAO development and resulting failure to meet any anticipated milestone; (g) any error, bug, flaw, defect or otherwise of the source code of BreederDAO and/or $BREED; (h) any malfunction, breakdown, collapse, rollback or hardforking of Ethereum; (i) failure of $BREED or BreederDAO to meet any specific purpose, or unfitness for any specific use; (j) utilisation of the proceeds raised through the sale of $BREED; (k) failure to completely disclose any information relating to the development of BreederDAO and/or $BREED on a timely basis; (l) your divulgence, loss or destruction of the private key of his/her cryptocurrency or crypto-token wallet; (m) any default, breach, infringement, breakdown, collapse, service suspension or interruption, fraud, mishandling, misconduct, malpractice, negligence, bankruptcy, insolvency, dissolution or winding-up of any third party used to buy $BREED; (n) any difference, conflict or contradiction between this Whitepaper and any agreement with any purchaser of $BREED; (o) trading or speculation of $BREED by any person; (p) listing or delisting of $BREED on or from any cryptocurrency exchange; (q) $BREED being classified or treated by any government, quasi-government, authority or public body as a kind of capital markets product, currency, securities, commercial paper, negotiable instrument, investment or otherwise that may be banned, regulated or subject to certain legal restrictions; (r) any risk factors disclosed in this Whitepaper and any damage, loss, claim, liability, punishment, cost or other adverse impacts that are caused by, associated with, in connection with, incidental to or consequential to that risk factor; (s) any changes made to the terms of the Token Purchase or to the technical nature of $BREED or BreederDAO or any temporary or permanent cessation or unavailability in the delivery, distribution or activation of $BREED or BreederDAO; (t) any failure or delay in the delivery and receipt of $BREED purchased by you; or (u) occurrences of natural disasters, acts of God or other events beyond the control of BreederDAO that affect the businesses and/or operations related to the BreederDAO or $BREED. CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS All statements contained in the Published Information, statements made in any press releases or in any place accessible by the public and oral statements that may be made by BreederDAO or BreederDAO representatives (as the case may be), that are not statements of historical fact, constitute “forward looking statements”. Some of these statements can be identified by words that have a bias towards, or are forward-looking such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will” or other similar terms. However, these terms are not the exclusive means of identifying forward looking statements. All statements regarding BreederDAO’s (including $BREED) financial position, features, business strategies, plans and prospects and the future prospects of the industry which BreederDAO is in are forward-looking statements. These forward-looking statements, including but not limited to statements as to BreederDAO’s (including $BREED) growth, prospects, future plans and/or partnerships, future features, other expected industry trends and other matters discussed in the Published Information are matters that are not historic facts, but only estimations and predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause BreederDAO’s (including $BREED) actual future results, performance, features or achievements to be materially different from any future results, performance, features or achievements expected, expressed or implied by such forward-looking statements. These risk factors and uncertainties include, but are not limited to, the following: (a) There may be changes in legal, political, social, economic, and stock or cryptocurrency market conditions and the regulatory environment that negatively impact BreederDAO or where you engage in a Token Purchase;
(b) BreederDAO is under development and may undergo significant changes. There is no assurance that BreederDAO will be able to execute or implement its business strategies and future plans;
(c) There is no assurance that a completed version of BreederDAO will be released and/or operational, due to any number of reasons, including but not limited to failure of commercial relationships;
(d) There is no certainty that the source code used by BreederDAO and $BREED are error-free. It may contain certain flaws, errors, defects and bugs, which may disable, interrupt or adversely affect BreederDAO;
(e) There may be competitor projects that could produce a better, cheaper, more accessible, versatile, customer friendly product relative to BreederDAO. BreederDAO may not be able to develop features and components to address market demand and obtain an advantage over competitors;
(f) BreederDAO may experience system failures, unplanned interruptions in the network and/or services;
(g) Changes in the general market and economic conditions, such as interest rates, exchange rates of fiat currencies and cryptocurrencies, may adversely impact the performance, results, operations and cash flow of BreederDAO;
(h) There may be changes in the availability and fees payable to BreederDAO in connection with its business and operations, which may adversely impact its appeal to users, the performance, results, business and financial condition;
(i) There may be changes in the availability and salaries of employees, advisors or consultants who are required by BreederDAO to operate its business and operations;
(j) The preference of target users of BreederDAO may change. There is no assurance that when fully developed, BreederDAO will appeal to its target users and BreederDAO may be unable to anticipate and adjust BreederDAO to improve its appeal;
(k) BreederDAO is subject to risks that face start-ups. BreederDAO may experience unexpected problems in areas including but not limited to product development, marketing, financing, general management, which may be unable to be solved. BreederDAO may run out of finances or capital to fund the development or business;
(l) The business, performance, results, operations, financial conditions and availability of BreederDAO may be adversely affected by any war or acts of international or domestic terrorism, occurrences of catastrophic events, natural disasters and acts of God;
(m) BreederDAO may be unable to provide timely updates on the development of BreederDAO and $BREED. As such, users or holder of $BREED may not have accurate or accessible information about BreederDAO and $BREED.
(n) Projects such as BreederDAO are a relatively new and dynamic technology. There are other risks associated with BreederDAO and $BREED that BreederDAO cannot anticipate, and these risks may adversely affect the business, performance, results, operations, financial conditions and availability of BreederDAO and $BREED; and
(o) Any risk and uncertainties associated with BreederDAO and its business and operations, $BREED, any Token Purchase and reliance on all or any part of the Published Information.
All forward-looking statements made by or attributable to BreederDAO and/or its representatives are expressly qualified in their entirety by such risk factors and uncertainties. Given that risks and uncertainties that may cause BreederDAO’s (including $BREED) actual future results, performance, features or achievements to be materially different from that expected, expressed or implied by the forward-looking statements in the Published Information, undue reliance must not be placed on these statements.
None of BreederDAO or its representatives make any representation, warranty or undertaking whatsoever that the actual future results, performance, features or achievements of BreederDAO (including $BREED) will be as those discussed in those statements. The respective actual future results may differ materially from those anticipated in these forward looking statements as a result of the risks and uncertainties. Further, BreederDAO and its representatives disclaim any responsibility for updating any of those forward looking statements or publicly announcing any revisions to those forward looking statements to reflect their future developments, events or circumstances, even if new information becomes available or other events occur in the future.