LEGAL / RISK FACTORS DOCUMENT
Capitalized terms not otherwise defined herein shall have the meanings set forth in the OPENBRIX Platform Whitepaper (the "Whitepaper") available at ttps://www.OpenBrix.io (the "Website").
RISKS AND UNCERTAINTIES
Prospective purchasers of BRIX (as defined in the Terms and Conditions (the "Terms") available on the Website) should carefully consider and evaluate all risks and uncertainties associated with Openbrix Limited and its business and operations and those of its affiliates, OPENBRIX Platform, the Openbrix Limited token sale, all information set out in the Whitepaper and the terms prior to any purchase of BRIX. If any of such risks and uncertainties develops into actual events, the business, financial condition, results of operations and prospects of Openbrix Limited could be materially and adversely affected. In such cases, purchasers of BRIX may lose all or part of the value of BRIX.
By purchasing, owning, and using BRIX, purchasers of BRIX expressly acknowledge and assume the following risks:
1. Risk of Losing Access to BRIX Due to Loss of Private Key(s), Custodial Error or Purchaser Error
A private key, or a combination of private keys, is necessary to control and dispose of BRIX stored in purchaser's digital wallet or vault. Accordingly, loss of requisite private key(s) associated with purchasers of BRIX' digital wallet or vault storing BRIX will result in loss of such BRIX. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service purchasers of BRIX use, may be able to misappropriate purchasers of BRIX. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault purchasers of BRIX choose to receive and store BRIX in, including purchaser's own failure to properly maintain or use such digital wallet or vault, may also result in the loss of purchaser's BRIX. Additionally, purchaser's failure to follow precisely the procedures set forth for buying and receiving BRIX, including, for instance, if purchasers of BRIX provide the wrong address for the receiving BRIX, or provide an address that is not compatible with the necessary wallet, may result in the loss of purchaser's BRIX.
2. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with Openbrix escrow wallets or BRIX in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because Openbrix is based on open-source software, there is a risk that a third party or a member of the Openbrix Team (as defined in the Terms) may intentionally or unintentionally introduce weaknesses into the core infrastructure of Openbrix, which could negatively affect it and BRIX, including the utility of BRIX for obtaining discounts.
3. Risks Associated with Markets for BRIX
If secondary trading of BRIX is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third-parties do ascribe an external exchange value to BRIX (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile. There is no guarantee that a robust or liquid secondary market for BRIX will develop.
4. Risks of ICO market
The market of initial coin offerings is new. There is a risk that the market of initial coin offerings will not sustain its current growth rate and will instead decrease in the future.
5. Risk of Uninsured Losses
BRIX are uninsured unless purchasers of BRIX specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by the Company, to offer recourse to purchasers of BRIX.
6.Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of BRIX, distributed ledger technology and initial coin offerings is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including OPENBRIX Platform and BRIX Token. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including OPENBRIX Platform and BRIX Token. Regulatory actions could negatively impact OPENBRIX Platform and BRIX Token in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of BRIX constitutes unlawful activity or that BRIX are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approvals) to operate in such jurisdiction.
7.Risks Arising from Taxation
The tax characterization of BRIX is uncertain. Purchasers of BRIX must seek their own tax advice in connection with purchasing BRIX, which may result in adverse tax consequences to purchasers of BRIX, including withholding taxes, income taxes and tax reporting requirements.
8.Risks Arising from Lack of Control
Because BRIX confer no control or governance rights of any kind with respect to the Openbrix escrow platform or the Company, all decisions involving the Company's products or services will be made by the Company at its sole discretion. These decisions could adversely affect the Openbrix escrow platform and the utility of BRIX, including their utility for obtaining discounts.
9.Risk Associated with KYC
Openbrix reserves the right to conduct a "know your client" assessment (KYC) on all purchasers of BRIX. Such KYC may be conducted following the receipt of funds from purchasers of BRIX. In the event KYC is not satisfied (as determined by the Company, in its sole discretion), the Company may return any such funds and refuse to issue BRIX. In such cases purchasers of BRIX will not be compensated for any loss of use of such funds during the period beginning with such payment until so returned.
10.Risk Associated with OPENBRIX Platform Deployment Delays
It is possible that the OPENBRIX Platform will be deployed later than anticipated due to various factors. Until the OPENBRIX Platform has been deployed and has clients BRIX will not have a utility or be effective.
11.Risk Associated with the Quantity of BRIX
Depending on the number of BRIX issued in the OPENBRIX Platform ICO and the number of tokens subsequently issued by OPENBRIX Platform, there may be more holders of BRIX wishing to purchase such subsequently issued tokens than are available for purchase. In such cases the discounts available to BRIX holders will be available on a first-come, first-serve basis, and not all holders of BRIX wishing to purchase tokens from such issuers will receive the discounts associated with BRIX.
Cryptographic tokens such as BRIX are a new and untested technology. In addition to the risks included in this list of Risk Factors, there are other risks associated with purchase, possession and use of BRIX, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this list of Openbrix Risk Factors.
DISCLAIMER OF LIABILITY
To the maximum extent permitted by the applicable laws, regulations and rules, neither Openbrix Limited nor its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the "Openbrix Team") shall be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of, or reliance on, the Whitepaper or any part thereof by purchasers of BRIX.
NO OPENBRIX REPRESENTATIONS AND WARRANTIES
Openbrix Limited does not make nor purport to make, and hereby disclaims, any representation, warranty or undertaking in any form whatsoever to any entity or person, including any representation, warranty or undertaking in relation to the truth, accuracy and completeness of any of the information set out in the Whitepaper.
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
All statements contained in the Whitepaper, statements made in press releases or in any place accessible by the public and oral statements that may be made by Openbrix Limited or any of Openbrix Team on behalf of Openbrix Limited, that are not statements of historical fact, constitute "forward-looking statements". Some of these statements can be identified by forward-looking terms such as "aim", "target", "anticipate", "believe", "could", "estimate", "expect", "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 Openbrix Limited's financial position, business strategies, plans and prospects and the future prospects of the industry which Openbrix Limited is in are forward-looking statements. These forward-looking statements, including but not limited to statements as to Openbrix Limited's revenue and profitability, prospects, future plans, other expected industry trends and other matters discussed in the Whitepaper regarding Openbrix Limited are matters that are not historical facts, but only predictions.
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of the OPENBRIX Platform, BRIX, or Openbrix Limited and its affiliates to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. These factors include, amongst others:
(a) changes in political, social, economic and/or cryptocurrency market conditions, and the regulatory environment in the countries in which any of the OPENBRIX Platform, Openbrix Limited, and/or its affiliates conducts its respective businesses and operations;
(b) the risk that any of the OPENBRIX Platform, Openbrix Limited, and/or its affiliates may be unable or execute or implement their respective business strategies and future plans;
(c) changes in interest rates and exchange rates of fiat currencies and cryptocurrencies;
(d) changes in the anticipated growth strategies and expected internal growth of any of the OPENBRIX Platform, Openbrix Limited, and/or its affiliates;
(e) changes in the availability and fees payable to any of the OPENBRIX Platform, Openbrix Limted, and/or its affiliates in connection with their respective businesses and operations;
(f) changes in the availability and salaries of employees who are required by any of the OPENBRIX Platform, Openbrix Limited, and/or its affiliates to operate their respective businesses and operations;
(g) changes in preferences of customers of any of the OPENBRIX Platform, Openbrix Limited, and/or its affiliates;
(h) changes in competitive conditions under which any of the OPENBRIX Platform, Openbrix Limited, and/or its affiliates operate, and the ability of any of the OPENBRIX Platform, Openbrix Limited, and/or its affiliates to compete under such conditions;
(i) changes in the future capital needs of any of the OPENBRIX Platform, Openbrix Limited, and/or its affiliates and the availability of financing and capital to fund such needs;
(j) war or acts of international or domestic terrorism;
(k) occurrences of catastrophic events, natural disasters and acts of God that affect the businesses and/or operations of any of the OPENBRIX Platform, Openbrix Limited, and/or its affiliates; and
(l) other factors beyond the control of any of the OPENBRIX Platform, Openbrix Limited, and/or its affiliates.
All forward-looking statements made by or attributable to Openbrix Limited and/or Openbrix Team or other persons acting on behalf of the Openbrix Team are expressly qualified in their entirety by such factors. Given that risks and uncertainties that may cause the actual future results, performance or achievements of any of the OPENBRIX Platform, Openbrix Limited, and/or its affiliates to be materially different from that expected, expressed or implied by the forward-looking statements in the W, undue reliance must not be placed on these statements. These forward-looking statements are applicable only as of the date of the Whitepaper.
Neither Openbrix Limited nor any other person represents, warrants and/or undertakes that the actual future results, performance or achievements of Openbrix Limited will be as discussed in those forward-looking statements. The actual results, performance or achievements of Openbrix Limited may differ materially from those anticipated in these forward-looking statements.
Nothing contained in the Whitepaper is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of Openbrix Limited.
Further, Openbrix Limited disclaims any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward- looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future.
MARKET AND INDUSTRY INFORMATION AND NO CONSENT OF OTHER PERSONS
The Whitepaper includes market and industry information and forecasts that may have been obtained from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. Such surveys, reports, studies, market research, publicly available information and publications generally state that the information that they contain has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such included information.
Save for Openbrix Limited and Openbrix Team, no person has provided his or her consent to the inclusion of his or her name and/or other information attributed or perceived to be attributed to such person in connection therewith in the Whitepaper or Website, and no representation, warranty or undertaking is or purported to be provided as to the accuracy or completeness of such information by such person and such persons shall not be obliged to provide any updates on the same.
Neither Openbrix Limited nor any member of Openbrix Team has conducted any independent review of the information extracted from third party sources, verified the accuracy or completeness of such information or ascertained the underlying economic assumptions relied upon therein. Consequently, neither Openbrix Limited nor any of member of Openbrix Team makes any representation or warranty as to the accuracy or completeness of such information and shall not be obliged to provide any updates on the same.
To facilitate a better understanding of BRIX being offered for purchase by Openbrix Limited and the businesses and operations of Openbrix Limited, certain technical terms and abbreviations, as well as, in certain instances, their descriptions, have been used in the Whitepaper. These descriptions and assigned meanings should not be treated as being definitive of their meanings and may not correspond to standard industry meanings or usage.
Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations.
No information in the Whitepaper should be considered to be business, legal, financial or tax advice regarding Openbrix, BRIX, and/or the Openbrix Limited token sale. Purchasers of BRIX should consult their own legal, financial, tax or other professional adviser regarding Openbrix and its business and operations, BRIX, Openbrix Limited token sale. Purchasers of BRIX should be aware that they may be required to bear the financial risk of any purchase of BRIX for an indefinite period of time.
NO FURTHER INFORMATION OR UPDATE
No person has been or is authorized to give any information or representation not contained in the Whitepaper in connection with Openbrix and its business and operations, BRIX, the Openbrix Limited token sale, and, if given, such information or representation must not be relied upon. The Openbrix Limited token sale (as referred to in the Whitepaper) shall not, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change, or development reasonably likely to involve a material change in the affairs, conditions and prospects of Openbrix Limited or in any statement of fact or information contained in the Whitepaper since the date hereof.
RESTRICTIONS ON DISTRIBUTION AND DISSEMINATION
The distribution or dissemination of the Whitepaper or any part thereof may be prohibited or restricted by the laws, regulatory requirements and rules of certain jurisdictions. In the case where any restriction applies, purchasers of BRIX are to inform themselves about, and to observe, any restrictions which are applicable to them, possession of the Whitepaper or such part thereof (as the case may be) at their own expense and without liability to Openbrix Limited or any member of the Openbrix Team.
Persons to whom a copy of the Whitepaper has been distributed or disseminated, provided access to or who otherwise have the Whitepaper in their possession shall not circulate it to any other persons, reproduce or otherwise distribute the Whitepaper or any information contained herein for any purpose whatsoever nor permit or cause the same to occur, if doing any of the above would be prohibited by applicable legislation.
NO OFFER OF SECURITIES OR REGISTRATION
The Whitepaper is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction. Any agreement in relation to any sale and purchase of BRIX is to be governed by only the Terms and no other document. In the event of any inconsistencies between the Terms and the Whitepaper, the Terms shall prevail.
No regulatory authority has examined or approved of any of the information set out in the Whitepaper. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction.
In the event Openbrix Limited chooses to comply with securities laws and/or an applicable exemption from securities registration or other obligations, such compliance shall be without prejudice to any position of, or assertion by, Openbrix Limited that BRIX are not securities.
THIS LEGAL / RISK FACTORS DOCUMENT IS SUPPLEMENTAL TO THE TERMS AND THE WHITEPAPER AND SHOULD BE READ IN CONJUNCTION THEREWITH.