STREAMPAY TOKEN SALE TERMS AND CONDITIONS

The following Terms and Conditions (“Terms”) govern your (“you” or the “Purchaser”) purchase of StreamPay tokens (“StreamPayCoins or STPY”) from StreamPay, a limited liability company registered in Estonia (the “Company”). You and the Company are a “Party” and, together, the “Parties” to these Terms. This document is not a solicitation for investment and does not pertain to an offering of securities in any jurisdiction. This document describes the StreamPayCoins token sale.

 

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE STREAMPAYCOINS FROM THE COMPANY. BY PURCHASING STREAMPAYCOINS FROM THE COMPANY, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY AT social@streampay.io. By purchasing StreamPayCoins, and to the extent permitted by law, you are agreeing not to hold  the Company and 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 “StreamPay Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected to, the sale of StreamPayCoins including losses associated with the Terms set forth below.

 

DO NOT PURCHASE STREAMPAYCOINS IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING STREAMPAYCOINS, CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, DO NOT PURCHASE STREAMPAYCOINS.

 

PURCHASES OF STREAMPAYCOINS SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC TOKENS, INCLUDING ETHEREUM TOKENS, AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST STREAMPAYCOINS PURCHASERS DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE FOR LOSS OF BTC, ETH, OR STREAMPAYCOINS RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY, PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE STREAMPAYCOINS OR PARTICIPATE IN THE SALE OF STREAMPAYCOINS. YOUR PARTICIPATION IN THE STREAMPAYCOINS SALE IS DEEMED TO BE YOUR ACKNOWLEDGING THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.

 

THE PURCHASER AGREES TO BUY, AND THE COMPANY AGREES TO SELL, STREAMPAYCOINS IN ACCORDANCE WITH THE FOLLOWING TERMS:

1. Conditions of StreamPayCoins Tokens Sale

YOU MAY NOT MAKE OR ACQUIRE STREAMPAYCOINS IF YOU ARE A CITIZEN, RESIDENT, (TAX OR OTHERWISE), OR GREEN CARD HOLDER OF THE UNITED STATES OF AMERICA, OR A CITIZEN OR RESIDENT OF IRAN, NORTH KOREA, YEMEN, OR CUBA.

 

When you purchase or otherwise receive StreamPayCoins, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring StreamPayCoins:

neither the Company nor any of the StreamPay Team has provided you with any advice regarding whether StreamPayCoins is a suitable investment for you;

you have sufficient understanding of the functionality, usage, storage, transmission mechanisms, and intricacies associated with cryptographic tokens, such as Bitcoin and Ether, and blockchain-based software systems generally;

you are legally permitted to receive, hold, and use StreamPayCoins in your and any other relevant jurisdictions;

you will supply StreamPay with all information, documentation, or copy documentation that we require to allow us to accept your purchase of StreamPayCoins and allocate StreamPayCoins to you;

you have not supplied us with inaccurate or misleading information relating to your acquisition of StreamPayCoins is;

you will provide us with any additional information that may be reasonably required to fulfill our legal, regulatory, and contractual obligations, including but not limited to any anti-money laundering obligation;

you will notify StreamPay promptly of any change to the information you have supplied to us;

you are of a sufficient age (if an individual) to legally obtain StreamPayCoins, and you are not aware of any other legal reason to prevent you from obtaining StreamPayCoins;

you take sole responsibility for any restrictions and risks associated with receiving and holding StreamPayCoins, including but not limited to those set out in Appendix A;

by acquiring StreamPayCoins, you are not making a regulated investment as this term may be interpreted by the regulator in your jurisdiction;

you are not obtaining or using StreamPayCoins for any illegal purpose and will not use StreamPayCoins for any illegal purpose;

you waive any right you may have or obtain to participate in a class action lawsuit or a classwide arbitration against any entity or individual involved with the sale of StreamPayCoins;

your acquisition of StreamPayCoins does not involve your purchase or receipt of shares, ownership, or any equivalent in any existing or future public or private company, corporation, or other entity in any jurisdiction;

to the extent permitted by law and provided we act in good faith, the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of StreamPayCoins or the Ethereum Network;

you accept that StreamPayCoins is created and you obtain StreamPayCoins on an “as is” and “under development” basis. Therefore, provided the Company acts in good faith, you accept that the Company is providing StreamPayCoins without being able to provide any warranties in relation to StreamPayCoins including, but not limited to, title, merchantability, or fitness for a particular purpose;

and you accept that you bear sole responsibility for determining the tax implications of(i) the acquisition, allocation, use, or ownership of StreamPayCoins (ii) the potential appreciation or depreciation in the value of StreamPayCoins over time, if any, (iii) the sale and purchase of StreamPayCoins; and (iv) any other action or transaction related to StreamPayCoins.

2. Overview of StreamPayCoins Sale

 

StreamPayCoins are required for proper operation and comprehensive utilization of StreamPay (as defined in the white paper (the “White Paper”) provided at https://StreamPay.io (the “Website”) as of the date the Purchaser acquires StreamPayCoins). After the StreamPayCoins sale, each StreamPayCoins are backed by the purchase of the underlying software license, as described in the White Paper. To the extent that they do not contradict these Terms, the rights connected to StreamPayCoins are subject to the limitations set out in the White Paper, but this should in no case create obligations for the Company in addition to the conditions contained in these Terms. The Company reserves the right to circumvent the algorithm used to select the underlying assets if it believes, in its sole discretion, that such selected underlying assets could adversely affect the Company or StreamPayCoins from a regulatory or legal perspective. The Company shall have the right to sell any such underlying assets (if already part of StreamPayCoins’s portfolio) and block their acquisition.

 

The maximum total amount of StreamPayCoins to be issued is 50,000,000 (roughly equivalent to USD50,000,000). StreamPayCoins are generated as Purchasers buy them and the total supply of StreamPayCoins is fixed after the end of the StreamPayCoins sale. No more StreamPayCoins will be issued after the end of the StreamPayCoins sale, as described in the preceding paragraph. Ownership of StreamPayCoins during the StreamPayCoins Token Sale carries no express or implied rights. Purchases of StreamPayCoins are nonrefundable.

 

The anticipated distribution of StreamPayCoins tokens is as follows:

 

Distribution of Tokens


 

The 12 percent of tokens allocated for reserved funds will be used for continued platform improvements. The 4 percent of tokens allocated for marketing and loyalty purposes will be gradually released to enlarge the user base and fulfill the Monthly Loyalty Program goals. The final 14 percent of tokens will be distributed among the founders, management, advisors, software development team, and participants in the bounty campaign. StreamPay is focused on delivering products that support mass-scale adoption as quickly and efficiently as possible and thereby simultaneously deliver value to STPY holders.

 

3. StreamPayCoins Price

1 STPY = USD$1.00

 

4. Timing of StreamPayCoins Token Sale

Coordinated Universal Time (UTC) https://www.timeanddate.com/time/aboututc.html

Pre-Sale Start Date

30th June 2018 12:00 Pm (UTC-4)

Pre-Sale End Date

31st August 2018 12:00 Pm (UTC-4)

ICO Stage 1 Start Date

1st September 2018 12:00 Pm (UTC-4)

ICO Stage 1 End Date

30th September 2018 12:00 Pm (UTC-4)

ICO Stage 2 Start Date

1st October 2018 12:00 Pm (UTC-4)

ICO Stage 2 End Date

31st October 2018 12:00 Pm (UTC-4)

ICO Stage 3 Start Date

1st November 2018 12:00 Pm (UTC-4)

ICO Stage 3 End Date

30th November 2018 12:00 Pm (UTC-4)

ICO Stage 4 Start Date

1st December 2018 12:00 Pm (UTC-4)

Last Day of ICO

31st January 2019 12:00 Pm (UTC-4)

 

 

5. After the StreamPayCoins Token Sale

 

The Purchasers should have no expectation of influence over Company governance.

 

Upon the conclusion of a successful StreamPayCoins sale, the digital assets backing each StreamPayCoins token will be transparently purchased.

 

The Company will provide you with an official and regular audit conducted on the existence of the digital assets backing each StreamPayCoin. Through this audit, you can track and confirm that the digital assets backing your StreamPayCoins have been received and acquired. Access to the audit results does not constitute a StreamPayCoins purchase receipt or indicate in any way that the Party possessing such access has rights to or ownership of the purchased StreamPayCoins.

 

Prior to a Purchaser selling StreamPayCoins after the StreamPayCoins token sale completion, such Purchaser shall ensure that the buyer of any such StreamPayCoins undertakes to comply with all the provisions of these Terms as if such person were a Purchaser in the StreamPayCoins token sale.

 

6. The Company Will Not Purchase StreamPayCoins During the StreamPayCoins Sale

The Company warrants that neither it nor its shareholders will purchase StreamPayCoins during the StreamPayCoins sale. Furthermore, the Company warrants that neither it nor its shareholders will purchase StreamPayCoins from any third party during the period of the StreamPayCoins sale.

 

7. All StreamPayCoin Purchases  Are Final

ALL STREAMPAYCOIN PURCHASE TRANSACTIONS ARE COMPLETE. PURCHASES OF STREAMPAYCOINS ARE NONREFUNDABLE. BY PURCHASING STREAMPAYCOINS, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, DIRECTORS, STREAMPAY TEAM OR SHAREHOLDERS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON.

IF THE COMPANY BELIEVES, IN ITS SOLE DISCRETION, THAT ANY INDIVIDUALS OR ENTITIES OWNING STREAMPAYCOINS CREATE MATERIAL REGULATORY OR OTHER LEGAL RISKS OR ADVERSE EFFECTS FOR THE COMPANY AND/OR STREAMPAYCOINS, THE COMPANY RESERVES THE RIGHT TO: (A) BUY ALL STREAMPAYCOINS FROM SUCH STREAMPAYCOINS OWNERS AT THE THEN-EXISTING MARKET PRICE AND/OR (B) SELL ALL CRYPTOCURRENCY ASSETS OF THE COMPANY.

 

8. Taxation of StreamPayCoins and Taxation Related to the ICO

The Purchaser bears the sole responsibility to determine whether the StreamPayCoins purchase or the potential appreciation or depreciation in StreamPayCoins’ value over time has tax implications for the Purchaser in the Purchaser’s home jurisdiction. By purchasing StreamPayCoins, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of StreamPayCoins.

 

9. Privacy

The Company may contact the Purchaser by email. Such emails will be informational only. The Company will not request any Purchaser information in an email. See our Privacy Policy available on the Website for additional information.

 

10. Force Majeure

 

The StreamPay Team is not liable for failure to perform solely caused by:

 

unavoidable casualty,

delays in materials delivery,

embargoes,

government orders,

acts of civil or military authorities,

acts by common carriers,

emergency conditions (including weather conditions),

security issues arising from the technology used,

or any similar unforeseen event that renders performance commercially implausible.

If an event of force majeure occurs, the Party injured by the company’s inability to perform may elect to suspend the Terms, in whole or part, for the duration of the force majeure circumstances. The Company experiencing the force majeure circumstances shall cooperate with and assist the injured Purchaser in all reasonable ways to minimize the impact of force majeure on the Purchaser.

 

11. Disclaimer of Warranties

THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING STREAMPAYCOINS AT THE PURCHASER’S SOLE RISK AND THAT STREAMPAYCOINS IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED UNDER ESTONIA LAW). WITHOUT LIMITING THE FOREGOING, NONE OF THE STREAMPAY TEAM WARRANTS THAT THE PROCESS FOR PURCHASING STREAMPAYCOINS WILL BE UNINTERRUPTED OR ERROR FREE.

 

12. Limitations Waiver of Liability

THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO USE, STREAMPAYCOINS OR (ii) THE STREAMPAY TEAM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT, OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE STREAMPAY TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE STREAMPAYCOINS, OR ARISING OUT OF ANY INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO STREAMPAYCOINS. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE STREAMPAY TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF STREAMPAYCOINS, AND THAT THE RISK OF PURCHASING AND USING STREAMPAYCOINS RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE STREAMPAY TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAS PAID TO THE COMPANY FOR THE STREAMPAYCOINS PURCHASE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILLFUL MISCONDUCT OR FRAUD OF THE STREAMPAY TEAM.

 

13. Complete Agreement

 

These Terms set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of StreamPayCoins. For facts relating to the sale and purchase, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of StreamPayCoins and supersede any public statements about the StreamPayCoins token sale made by third parties, the StreamPay Team, individuals associated with any of the StreamPay Team, in the past, present, and during the StreamPayCoins token sale.

 

14. Severability

The Purchaser and the Company agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, according to the jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

 

15. No Waiver

The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely on any such a provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the StreamPay Team shall be deemed a modification of these Terms nor be legally binding.

 

16. Updates to the Terms

The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website www.streampay.io. Any Purchaser will be deemed to have accepted such changes by purchasing StreamPayCoins. The Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.

 

17. Cooperation with Legal Authorities

The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.

 

18. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless the StreamPay Team from and against all claims, demands, actions, damages, losses, costs, and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of StreamPayCoins; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.

The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section 18. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.

 

19. Security

The Purchaser is responsible for implementing reasonable measures for securing the wallet, vault, or other storage mechanism used to receive and hold StreamPayCoins purchased from the Company including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your StreamPayCoins. The Company is not responsible for any losses, costs, or expenses relating to lost access to credentials.

 

20. Language

Currently, only English versions of any StreamPay’s communications are considered official. The English version shall prevail in case of translation differences.

 

21. Governing Law

The Terms, the arbitration clause contained in them, and all noncontractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by, construed, and take effect in accordance with English law.

 

22. Arbitration

Any dispute or difference arising out of or in connection with these Terms or the legal relationships established by these Terms, including any question regarding its existence, validity, or termination (“Dispute”), shall be referred to and finally resolved by arbitration under the LCIA Rules that will be deemed to be incorporated by reference into this clause, save for any waiver of any rights the Parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, whose rights are expressly reserved. The number of arbitrators shall be three. The seat of the arbitration shall be London. The language of the arbitration shall be English.

A Dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside arbitration, or on behalf of any other individual or group of individuals.

 

APPENDIX A

StreamPayCoins Risks

By purchasing, owning, and using StreamPayCoins, you expressly acknowledge and assume the following risks:

1. Risk of Losing Access to StreamPayCoins 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 StreamPayCoins stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing StreamPayCoins will result in loss of such StreamPayCoins. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your StreamPayCoins. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault in which you choose to receive and store StreamPayCoins, including your own failure to properly maintain or use such a digital wallet or vault, may also result in the loss of your StreamPayCoins. Additionally, your failure to precisely follow the procedures set forth for buying and receiving StreamPayCoins, including, for instance, if you provide the wrong address for the StreamPayCoins you receive or provide an address that is not ERC-20 compatible, may result in the loss of your StreamPayCoins.

2. Risks Associated with the Ethereum Protocol

 

Because StreamPayCoins and the StreamPay platform are based on the Ethereum protocol, any malfunction, breakdown, or abandonment of the Ethereum protocol may have an adverse material effect on the platform or StreamPayCoins. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to StreamPayCoins and the platform, including the utility of the StreamPayCoins for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.

3. Risk of Mining Attacks

As with other decentralized cryptographic tokens based on the Ethereum protocol, StreamPayCoins are susceptible to attacks by miners during validation of StreamPayCoins transactions on the Ethereum blockchain including, but not limited to, double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the platform and StreamPayCoins including, but not limited to, accurate execution and recording of transactions involving StreamPayCoins.

4. Risk of Hacking and Security Weaknesses

Hackers or other malicious groups or organizations may attempt to interfere with the platform or StreamPayCoins in a variety of ways including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the platform, which could negatively affect the platform and StreamPayCoins including the utility of StreamPayCoins for obtaining services.

5. Risks Associated with Markets for StreamPayCoins

If secondary trading of StreamPayCoins 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 ascribe an external exchange value to StreamPayCoins (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile.

6. Risk of Uninsured Losses

Unlike bank accounts or accounts at some other financial institutions, StreamPayCoins are uninsured unless the Purchaser specifically obtains 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 you recourse.

7. Risks Associated with Uncertain Regulations and Enforcement Actions

The regulatory status of StreamPayCoins and distributed ledger technology 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 the StreamPay platform and StreamPayCoins. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to laws and regulations affecting distributed ledger technology and its applications including the platform and StreamPayCoins. Regulatory actions could negatively impact the platform and StreamPayCoins in various ways including, for purposes of illustration only, through a determination that the purchase, sale, and delivery of StreamPayCoins constitutes unlawful activity or that StreamPayCoins are a regulated instrument that require registration or licensing of those instruments or some or all the Parties involved in the purchase, sale, and delivery thereof. The Company may cease operations in a jurisdiction if regulatory actions, or changes to laws or regulations, make it illegal to operate in such a jurisdiction or commercially undesirable to obtain the necessary regulatory approval(s) to operate in that jurisdiction.

8. Risks Arising from Taxation

The tax characterization of StreamPayCoins is uncertain. You must seek your own tax advice in connection with purchasing StreamPayCoins, which may result in adverse tax consequences to you including withholding taxes, income taxes, and tax reporting requirements.

9. Risk of Competing Platforms

It is possible that alternative platforms could be established that utilize the same open-source code and protocol underlying the platform and attempt to facilitate services that are materially like StreamPay services.

10. Risks Arising from Lack of Governance Rights

Because StreamPayCoins confer no governance rights of any kind with respect to the StreamPay platform or the Company, all decisions involving the Company’s products or services within the platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the platform and the utility of any StreamPayCoins you own including their utility for obtaining services.

11. Unanticipated Risks

Cryptographic tokens, such as StreamPayCoins, are a new and untested technology. In addition to the risks included in this Appendix A of these Terms, there are other risks associated with your purchase, possession, and use of StreamPayCoins including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Appendix A of these Terms.

Further Information

For further information regarding the StreamPayCoins sale, please contact social@Streampay.io.

PRIVACY POLICY

StreamPay, an exempted company registered under the laws of Estonia (“We”) are committed to protecting and respecting your privacy.

This policy (together with our Terms available at https://Streampay.io/ (“Website”) and any other documents referred to on it) provides the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read the following carefully to understand our views, practices, and treatment of your personal data. By visiting the Website, you are accepting and consenting to the practices described in this policy.

INFORMATION WE COLLECT FROM YOU

We will collect and process the following data about you:

Information you give us. This is information about you that you give us by filling in Website forms (https://StreamPay.io) or by corresponding with us by phone, email, or otherwise. The information you give us may include your name, address, email address, phone number, financial and credit card information, personal description, and photograph.

Information we collect about you. On each of your visits to our Website, we will automatically collect the following information:

(1)    technical information, including the internet protocol address used to connect your computer to the internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system, and platform;

(2)    information about your visit, including the full uniform resource locators; clickstream to, through, and from our site (including date and time); products you viewed or searched for; page response times, download errors; length of visits to certain pages; page interaction information (such as scrolling, clicks, and mouse overs); methods used to browse away from the page; and any phone number used to call our customer service number.

Information we receive from other sources. We are working closely with third parties (including, for example, business partners, subcontractors in technical, payment, and delivery services, advertising networks, analytics providers, search information providers, credit reference agencies), who may provide us information about you.

COOKIES

Our Website www.streampay.io uses cookies to distinguish you from other users of our Website. This helps us to provide you with a good experience when you browse our Website and allows us to improve our Website.

USES MADE OF THE INFORMATION

We use information held about you in the following ways:

Information you give to us. We will use this information:

to carry out our obligations arising from any contracts entered into between you and us and to provide you with the information, products, and services that you request from us;

to comply with applicable laws and legislation;

to provide you with information about other goods and services we offer that are like those that you have already purchased or enquired about;

to notify you about changes to our service;

to ensure that content from our Website is presented in the most effective manner for you and for your computer.

Information we collect about you. We will use this information:

to administer our Website and for internal operations including troubleshooting, data analysis, testing, research, statistical, and survey purposes;

to comply with applicable laws and legislation;

to improve our Website to ensure that content is presented in the most effective manner for you and for your computer;

to allow you to participate in interactive features of our service, when you choose to do so;

as part of our efforts to keep our website safe and secure;

to measure or understand the effectiveness of advertising we serve to you and others, and to deliver relevant advertising to you;

to make suggestions and recommendations to you and other users of our Website about goods or services that may interest you or them.

Information we receive from other sources. We will combine this information with information you give to us and information we collect about you. We will use this information and the combined information for the purposes set out above (depending on the types of information we receive).

DISCLOSURE OF YOUR INFORMATION

You agree that we have the right to share your personal information with:

 

(1)    Any member of our group, including 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 (“StreamPay Team”).

(2)    Selected third parties including business partners, suppliers, and subcontractors for the performance of any contract we enter with them or you.

We will disclose your personal information to third parties:

(1)    If we sell or buy any business or assets, in which case we will disclose your personal data to the prospective seller or buyer of such business or assets.

(2)    If StreamPay or substantially all its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.

(3)    If we are under a duty to disclose or share your personal data to comply with any legal obligation, or to enforce or apply our terms of use of the website www.streampay.io and other agreements; or to protect the rights, property, or safety of StreamPay or the StreamPay Team, our customers, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our Website; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to prevent unauthorized access.

YOUR RIGHTS

You have the right to ask us not to process your personal data for marketing purposes. You can also exercise the right at any time by contacting us at social@Streampay.io.

Our Website may, from time to time, contain links to and from websites of our partner networks, advertisers, and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

CHANGES TO OUR PRIVACY POLICY

Any changes we make to our privacy policy in the future will be posted on the website www.streampay.io. Please check back frequently to see any updates or changes to our privacy policy.

CONTACT

Questions, comments, and requests regarding this privacy policy are welcomed and should be addressed to social@Streampay.io.

STREAMPAYCOINS SALE APPLICATION

Confidentiality

I will keep confidential and will not disclose to third parties (other than my tax or other financial advisors under like conditions of confidentiality) any and all information regarding StreamPay, an exempted company, registered under the laws of Estonia (“StreamPay”) provided; however, this confidential treatment shall not apply to the tax treatment and structure of an acquisition of StreamPayCoins and all materials of any kind (including opinions or other tax analyses) that are provided to me relating to such tax treatment and structure.

Authorization and Indemnification

I hereby authorize and instruct StreamPay and Smart Contract Supporter to accept and execute any instructions given in relation to any StreamPayCoins I have acquired. I agree to keep both StreamPay and Smart Contact Supporter indemnified against any loss of any nature whatsoever arising to any of them because any of them acted upon such instructions and they may each rely conclusively on and shall incur no liability in respect of any action taken on any notice, consent, request, instructions, or other instrument believed in good faith to be genuine or to be signed by properly authorized persons.

I indemnify and hold harmless StreamPay and Smart Contract Supporter against any loss of any nature whatsoever arising to any of them because any of them acted on instructions given in relation to any StreamPayCoins token I purchased.

I indemnify and hold harmless StreamPay and its respective directors, members, partners, shareholders, officers, employees, agents, and affiliates (collectively, the “Indemnified Parties”) from and against any and all losses, liabilities, damages, penalties, costs, fees, and expenses (including legal fees and disbursements) that may result, directly or indirectly, from any inaccuracy in or breach of any representation, warranty, covenant, or Application set forth in this Application or in any other document I deliver to StreamPay and Smart Contract Supporter, or from my assertion of my proper authorization to act.

I indemnify and hold harmless StreamPay and each of its agents and delegates and each of their respective principals, members, managers, officers, directors, stockholders, employees, and agents (each a FATCA Indemnified Party) from and against any withholding and any FATCA (or other withholding or information reporting) related liability, action, proceeding, claim, demand, cost, damage, expense (including legal expenses) penalty, or tax whatsoever that a FATCA Indemnified Party may suffer or incur as a result of any action or inaction on my part (or on the part of any person related to me). This indemnification shall survive my death or the disposition of my StreamPayCoins.

I indemnify and hold harmless StreamPay against any loss arising because of a delay or failure to process this Application or a redemption request if I have failed to provide such evidence as is required by such parties to satisfy applicable anti-money-laundering rules.

I understand, acknowledge, and agree that:

(1)    any Indemnified Party, FATCA Indemnified Party, or other identifiable person who is not a party to this Application may enforce any rights granted to it pursuant to this Application as if it was a party to this Application. Except as expressly provided in the above sentence, a person who is not a party to this Application shall not have any rights under the Contracts (Rights of Third Parties) Law, 2014 (as amended) to enforce any term of this Application. Notwithstanding any term of this Application, the consent of or notice to any person who is not a party to this Application shall not be required for any termination, rescission, or Application to any variation, waiver, assignment, novation, release, or settlement under this Application at any time.

(2)    StreamPay may rely conclusively on and shall incur no liability in respect to any action taken on any notice, consent, request, instructions, or other instrument believed in good faith to be genuine, howsoever given.

(3)    StreamPay will protect and indemnify its agents, delegates, service providers, officers, directors, and other representatives against liability.

Acknowledgments

I understand, acknowledge, and agree as follows:

Interpretation

Terms not defined herein will be as defined in the White Paper and Terms and Conditions (collectively, the Token Sale Terms) located at https://Streampay.io (the Website).

References to Token Sale Terms and the Articles are to those documents as they may be amended from time to time.

White Paper and/or Terms and Conditions

I have received and reviewed: (i) the Token Sale Terms and have taken appropriate legal and tax advice with respect to the same.

I understand that StreamPayCoins do not represent nor do they entitle the holder, in any way whatever, to a:

depository account;

custodial account;

cash value insurance contract;

annuity contract; or

equity and/or debt interest in StreamPay;

as such terms are defined in the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations, 2015, BTLG1-8265751-5.

Terms of Tokens

StreamPayCoins are held subject to the terms and conditions of the Token Sale Terms and this Application (“this Application”).

No certificate will be issued in relation to my StreamPayCoins and my personal StreamPayCoins holding will not be reflected, recognized, or recorded in any account or ledger maintained by StreamPay.

Acquisition and Reversion

I understand that acquisitions and reversions will be processed by StreamPay as per its Token Sale Terms. For the purposes of this Application, a “Reversion” means a transaction directly between StreamPay and you whereby StreamPayCoins registered on your public key revert to a public key owned or controlled by StreamPay or its affiliates in accordance with the Terms and Conditions.

I understand that, prior to any purchase of StreamPayCoins, I must pay cash or digital currency (Contributed Amount) to StreamPay in accordance with the Token Sale Terms to the cryptocurrency address indicated by StreamPay.

On acceptance of my request to buy StreamPayCoins, the Contributed Amount will be converted to StreamPayCoins in accordance with the Token Sale Terms.

Any Reversion proceeds realized and due to me following a Reversion of StreamPayCoins held by me at the point of Reversion (Reversion Proceeds) in accordance with Token Sale Terms shall be paid to me as soon as practicable in the manner set forth in the Token Sale Terms. Contributed Amount or Reversion proceeds shall be transferred and/or reflected on the same digital currency address from which the Contributed Amount was originally remitted unless such account or digital currency address has been changed and notified to StreamPay and all relevant anti-money-laundering and other verification procedures have been complied with prior to withdrawal. No Contributed Amount or Reversion proceeds shall be paid to any third -party account in respect to StreamPayCoins held by me and reverted.

I acknowledge and understand that, for so long as any Reversion proceeds are held as assets of StreamPay, I shall accept the risk that a creditor of StreamPay may seek to and be successful in securing discharge of a liability of StreamPay out of StreamPay assets, thereby materially adversely affecting the value of my Contributed Amount and/or Reversion proceeds and potentially reducing one or both to zero. Furthermore, I acknowledge that any interest accruing with respect to such Contributed Amount and/or Reversion proceeds held in this manner shall be for the benefit of StreamPay only.

Anti-Money Laundering

StreamPay (and/or its delegate) may request such evidence as is necessary to verify the identity and source of funds of a prospective token purchaser and to confirm the AML status of any redeeming StreamPayCoins holder. StreamPay shall not accept or repay any Contributed Amount and/or Application for StreamPayCoins and shall not pay any Reversion proceeds until all information required for verification purposes has been provided.

If, as a result of any information or other matter that comes to his or her attention, any person resident in Estonia who knows, suspects, or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business, or employment, the person will be required to report such knowledge or suspicion to: (i) the Financial Reporting Authority of Estonia, pursuant to the Proceeds of Crime Law (Revised) of Estonia if the disclosure relates to criminal conduct or money laundering; or (ii) a police constable not below the rank of inspector, or the Financial Reporting Authority, pursuant to the Terrorism Law (Revised) of Estonia, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction on the disclosure of information imposed by any enactment or otherwise.

StreamPay prohibits acceptance of funds by any persons or entities that are acting, directly or indirectly: (i) in contravention of any U.S. or international laws and regulations, including anti-money-laundering regulations or conventions; (ii) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control [1] (“OFAC”), as such list may be amended from time to time; (iii) for a senior foreign political [2] figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political, unless StreamPay, after being specifically notified in writing that the Purchaser is such a person, conducts further due diligence and determines that such acquisition shall be permitted; or (iv) for a foreign shell bank [3] (such persons or entities in (i)–(iv) are collectively referred to as “Prohibited Persons”).

Tax Information Exchange Obligations

I acknowledge that StreamPay may be subject to certain obligations (the Tax Information Exchange Obligations) to gather and disclose to the competent authorities information relating to purchasers of StreamPayCoins under: (i) the United States Foreign Account Tax Compliance Act provisions enacted under the United States Hiring Incentives to Restore Employment Act and any guidance or regulations relating thereto (FATCA); (ii) any other legislation, regulations, or guidance enacted in any jurisdiction that seeks to implement similar tax reporting or tax information exchange, reporting, and/or withholding tax regimes (including the OECD Common Reporting Standard on the automatic exchange of financial account information); (iii) any intergovernmental Application between Estonia (or any Estonia government body) and the US, the UK, or any other jurisdiction (including any government bodies in any other such jurisdiction) entered into to comply with, facilitate, supplement, or implement the legislation, regulations, or guidance described in (i) and (ii), including the OECD Multilateral Competent Authority Application; and (iv) any legislation, regulations, or guidance in Estonia that give effect to the above.

I shall execute properly and provide to StreamPay in a timely manner any documentation or other information that StreamPay or its agents may request in writing from time to time in connection with the Tax Information Obligations. I waive any provision under the laws and regulations of any jurisdiction that would, absent a waiver, prevent or inhibit StreamPay’s compliance with applicable law as described in this paragraph including, but not limited to, by preventing either (i) the Purchaser from providing any requested information or documentation or (ii) the disclosure by StreamPay and its agents of the provided information or documentation to applicable regulatory authorities.

Without limitation, I shall provide any documentation or other information regarding myself and my beneficial owners requested by StreamPay or its agents in connection with the Tax Information Exchange Obligations.

If I provide information and/or documentation that is in any way misleading, or I fail to provide StreamPay, its agents, or delegates with the information and documentation that has been requested (whether or not such action or inaction leads to compliance failures by StreamPay or a risk of StreamPay or its token holders being subject to withholding tax or other penalties), StreamPay reserves the right:

to take any action and/or pursue all remedies at StreamPay’s disposal including, without limitation, compulsory Reversion of my StreamPayCoins in full or in part; and

to hold back from any Reversion proceeds in respect of the StreamPayCoins so reverted and any liabilities, costs, expenses, or taxes arising (directly or indirectly) from such action or inaction.

Further, I shall have no claim against StreamPay or Smart Contract Supporter, or their agents or delegates, for any form of damages or liability because of actions taken or remedies pursued by or on behalf of StreamPay or Smart Contract Supporter to comply with the Tax Information Exchange Obligations.

Electronic Delivery of Reports and Other Communications.

I accept that such electronic communications are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted, or altered with or without the knowledge of the sender or the intended recipient. StreamPay and Smart Contract Supporter make no warranties in relation to these matters. StreamPay and Smart Contract Supporter reserve the right to intercept, monitor, and retain email messages to and from their systems as permitted by applicable law. If I have any doubts about the authenticity of an electronic communication purportedly sent by StreamPay or Smart Contract Supporter, I am required to contact the purported sender immediately. StreamPay’s acceptance of my StreamPayCoins purchase is not conditioned on my giving consent to electronic delivery of StreamPay-related information. If I do not have reliable access to the internet or email, I shall not acquire StreamPayCoins. I shall not be entitled to receive any information from StreamPay in paper format.

Representations and Warranties

In consideration of StreamPay’s acceptance of my offer to purchase StreamPayCoins and in recognition of its reliance thereon, I agree, represent, and warrant to StreamPay that:

I am fully in compliance with the Token Sale Terms;

I am acquiring the StreamPayCoins solely for my own account and not as a nominee or custodian for another person or entity;

I am not:

a “U.S. Person” [4]

a a resident or citizen of OR A CITIZEN OR RESIDENT OF IRAN, NORTH KOREA, YEMEN, OR CUBA

acquiring StreamPayCoins as nominee or custodian for another person or entity [5]

executing this Application within the United States; or

acting on behalf of a trust that has any beneficiaries or trustees that are U.S. Persons;

I did not:

 acquire and will not transfer any StreamPayCoins within the United States of America, its territories, or possessions (hereinafter collectively referred to as the “United States”);

engage (except as specifically authorized by StreamPay) and will not engage in any activity relating to the sale of StreamPayCoins in the United States;

acquire and will not transfer any StreamPayCoins withinIRAN, NORTH KOREA, YEMEN, OR CUBA, its territories, or possessions (hereinafter collectively referred to as the “Restricted Territory”); or

engage (except as specifically authorized by StreamPay) and will not engage in any activity relating to the sale of StreamPayCoins in the Restricted Territory; and

I will not:

transfer directly or indirectly any of my StreamPayCoins or any interest therein (including without limitation any right to receive dividends or other distributions) without the consent of StreamPay directors, and, further, I shall not transfer directly or indirectly any of my StreamPayCoins or any interest therein (including without limitation of any right to receive dividends or other distributions) to a U.S. Person or to any other person or entity unless the proposed transferee has made the same representations and warranties as set out herein.

No solicitation

I am not aware of and am in no way relying on and did not become aware of the sale of StreamPayCoins through or as a result of, from or in any of the United States, Estonia, or the Restricted Territory: any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or electronic mail over the internet, in connection with the offering and sale of StreamPayCoins; and I am not purchasing StreamPayCoins and did not become aware of the offering of StreamPayCoins through or as a result of, in any of the United States, Estonia, or the Restricted Territory any seminar or meeting to which I was invited by, or any solicitation of a subscription by, a person not previously known to me in connection with investments in securities generally.

Capacity and Experience

I am responsible for the decision to acquire StreamPayCoins, and I have the legal competence and capacity necessary to execute this Application.

I have the knowledge, expertise, and experience in financial matters required to evaluate the risks of acquiring StreamPayCoins, I am aware of the risks inherent in acquiring and the method by which the assets of StreamPay are held and traded, and I can bear the risk of loss of my entire token acquisition.

I am qualified and authorized to make such acquisition decisions and, to the extent deemed necessary, I, the purchaser, have consulted my own advisors and legal counsel regarding acquisition of StreamPayCoins. In making the decision to acquire StreamPayCoins, I have not relied on any advice or recommendation from StreamPay, Smart Contract Supporter, nor any placement agent associated with StreamPay or any of its affiliates.

To the extent that I am acting on behalf of an entity, I have the full power and authority under such entity’s governing instruments to do so, and that entity has the full power and authority under its governing instruments to acquire StreamPayCoins.

Binding Application and Extent of Representations and Warranties

This Application constitutes a valid and binding Application and is enforceable against me in accordance with its Terms.

I have read and understand StreamPay’s privacy policy.

 (i) I am not, nor is any person or entity controlling, controlled by, or under common control with me, a Prohibited Person, (ii) the funds paid for StreamPayCoins on my own behalf of any of my beneficial owner(s), were not and are not derived from activities that may contravene any U.S. or international laws and regulations, including anti-money-laundering laws and regulations, and (iii) to the extent I have any beneficial owners (A) I have carried out thorough due diligence to establish the identities of such beneficial owners; (B) based on such due diligence, I reasonably believe that no such beneficial owners are Prohibited Persons; (C) I hold the evidence of such identities and status and will maintain all such evidence for at least five years from the date of my complete redemption from StreamPay; and (D) I will make available such information and any additional information that StreamPay may require on request in accordance with applicable regulations. If any of the representations, warranties, or covenants in this section cease to be true or if StreamPay no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, StreamPay may, in accordance with applicable regulations, be obligated to freeze my token rights, either by prohibiting additional acquisition, declining or suspending any redemption requests, involuntarily redeeming StreamPayCoins, and StreamPay may also be required to report such action and to disclose my identity to OFAC or other authority. If StreamPay is required to take any of the foregoing actions, I understand and agree that it shall have no claim against StreamPay and its respective affiliates, directors, members, partners, shareholders, officers, employees, or agents for any form of damages as a result of any of the aforementioned actions.

Having reviewed the Token Sale Terms, I hereby agree with StreamPay, subject to StreamPay’s provisional acceptance, to acquire as many of the StreamPayCoins as the Contributed Amount shall purchase.

[1] The OFAC list may be accessed on the web at http://www.treas.gov/ofac.

[2] “Senior foreign political figure” refers to a senior official in the executive, legislative, administrative, military, or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a senior foreign political figure includes any corporation, business, or other entity that has been formed by, or for the benefit of, a senior foreign political figure. The immediate family of a senior foreign political figure typically includes the political figure’s parents, siblings, spouse, children, and in-laws. A close associate of a senior foreign political figure is a person who is widely, publicly, and internationally known to maintain an unusually close relationship with the senior foreign political figure and includes a person who is able to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

[3] “Foreign shell bank” refers to a foreign bank without a physical presence in any country but does not include a regulated affiliate. A post office box or electronic address would not be considered a physical presence. A regulated affiliate means a foreign shell bank that (1) is an affiliate of a depository institution, credit union, or foreign bank that maintains a physical presence in the United States or a foreign country, as applicable, and (2) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or foreign bank.

[4] See Exhibit A attached hereto for the definition of a “U.S. Person.”

[5] See Exhibit A attached hereto for the definition of a “U.S. Person.”

[6] Beneficial owners will include, but are not limited to: (i) shareholders of a corporation; (ii) partners of a partnership; (iii) members of a limited liability company; (iv) investors in a fund-of-funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust; (vii) the individual who established an IRA; (viii) the participant in a self-directed pension plan; (ix) the sponsor of any other pension plan; and (x) any person being represented by the Purchaser as an agent, representative, intermediary, or nominee, or in a similar capacity. If the beneficial owner is itself an entity, the information and representations set forth herein must also be given with respect to its individual beneficial owners. If the Purchaser is a publicly traded company, it need not conduct due diligence as to its beneficial owners.

 

EXHIBIT A

DEFINITION OF U.S. PERSON

Rule 902 of the U.S. Securities Act of 1933

 

(1) “U.S. Person” means:

any natural person resident in the United States;

any partnership or corporation organized or incorporated under the laws of the United States;

any estate of which any executor or administrator is a U.S. Person;

any trust of which any trustee is a U.S. Person;

any agency or branch of a non-U.S. entity located in the United States;

any nondiscretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; or

any partnership or corporation if:

(a)    it if organized or incorporated under the laws of any non-U.S. jurisdiction; and

(b)  it is formed by a U.S. Person principally for investing in securities not registered under the Act, unless it is organized or incorporated, and owned by accredited investors (as defined in Rule 501(a) under the Act) who are not natural persons, estates, or trusts.

(2) Notwithstanding (1) above, any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States shall not be deemed a “U.S. Person.”

(3) Notwithstanding (1) above, any estate of which any professional fiduciary who acts as executor or administrator is a U.S. Person shall not be deemed a U.S. Person if:

an executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and

the estate is governed by non-U.S. law.

(4) Notwithstanding (1) above, any trust of which any professional fiduciary acting as trustee is a U.S. Person shall not be deemed a U.S. Person if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person.

(5) Notwithstanding (1) above, an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country shall not be deemed a U.S. Person.

(6) Notwithstanding (1) above, any agency or branch of a U.S. Person located outside the United States shall not be deemed a “U.S. Person” if:

the agency or branch operates for valid business reasons; and

the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located.

(7) The agencies, affiliates, and pension plans of the following entities: the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, and the United Nations, and any other similar international organizations, their agencies, affiliates, and pension plans, shall not be deemed “U.S. Persons.”