YOU AGREE ON THE FOLLOWING TERMS
PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY. NOTE THAT SECTION 13 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE THE GOLD COINS, NOR ACCEPT TOKENS.
YOU ARE ONLY ALLOWED TO PURCHASE SPARTA GOLD COINS IF AND BY BUYING SPARTA GOLD COINS YOU COVENANT, REPRESENT, AND WARRANT THAT IT IS LEGAL TO BUY GOLD COINS IN YOUR COUNTRY, AND THAT YOU WILL TAKE CARE OF PAYING ALL DUE TAXES IF APPLICABLE.
THE COMPANY SHALL RESERVE THE RIGHT TO REFUSE SELLING SPARTA GOLD COINS TO ANYONE WHO DOES NOT MEET CRITERIA NECESSARY FOR THEIR BUYING, AS SET OUT HEREUNDER AND BY THE APPLICABLE LAW. IN PARTICULAR, THE COMPANY MAY REFUSE SELLING SPARTA GOLD COINS TO USERS WHO DO NOT MEET ELIGIBILITY CRITERIA ESTABLISHED BY THE COMPANY FROM TO TIME IN ITS SOLE DISCRETION. ONCE A SALE IS DONE, IT IS FINAL AND NO REFUND IS POSSIBLE.
Your reception of Ethereum ERC20 based "SPARTA" tokens ("Tokens") during your participation to the SPARTA ecosystem ("participation") from the startups in the incubator.("Company," "we," or "us") is subject to these Terms ("Terms"). Each of you and Company is a "Party," and together the "Parties."
By receiving Tokens from us during the participation, you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at [email protected].
You and Company agree as follows:
1. Purpose and Use of Tokens in the Network
The purpose of the Tokens is to allow (i) Access to services and products in the Sparta Startups ecosystem, and that include services and products provided by Sparta Startups, it's partners, and the 300 startups that it will accelerate; and to (ii) Access blockchain networks that are reserved to SPARTA token holders, or that are not yet offered to the public.
Ownership of Tokens carries no rights, express or implied, other than the right to use Tokens as a means to enable usage of and interaction with Sparta Startups ecosystem. In particular, you understand and accept that Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Network and/or Company and its corporate affiliates and/or service providers and partners, other than rights relating to the provision and receipt of Services in the Network, subject to limitations and conditions in these Terms, and subject to the limitations and conditions of the service providers. The Tokens are not intended to be a digital currency, security, commodity or any other kind of financial instrument. Furthermore, the Tokens are not intended to be marketed, offered for sale, purchased, sold, or traded in any jurisdiction where they are prohibited by applicable laws or require further registration with any applicable governmental authorities.
2. Cancellation; Refusal of token distribution
We reserve the right to refuse or cancel Token distributions at any time in our sole discretion.
3. Token Distribution Procedures and Specifications
Important information about the procedures and material specifications of our Token distribution is provided in Exhibit B, including, but not limited to, details regarding the timing and amounts of the Token distribution. By receiving Tokens, you acknowledge that you understand and have no objection to these procedures and material specifications.
4. Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with acquiring Tokens, holding Tokens, and using Tokens for receiving Services and products in the Sparta Startups ecosystem, as disclosed and explained in Exhibit C. If you have any questions regarding these risks, please contact us at [email protected].
BY RECEIVING TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold Tokens you get from us, 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 Tokens. We are not responsible for any such losses.
6. Personal Information
We may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable laws or regulations in connection with offering Tokens to you. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to give Tokens to you until you provide such requested information and we have determined that it is permissible to send you Tokens under applicable laws or regulations.
The purchase price that you pay for SPARTA Gold Coins is exclusive of all applicable taxes. SpartaICO will operate from a zero taxation jurisdiction, thus you are responsible for determining what, if any, taxes apply to your purchase of SPARTA Gold Coins, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of SPARTA Gold Coins.
8. Representations and Warranties
By recieving the tokens, you represent and warrant that:
(a) You have read and understand these Terms (including all Exhibits);
(b) You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing or holding cryptos;
(c) You have obtained sufficient information about the Tokens to make an informed decision to participate in the ecosystem;
(d) You understand that the Tokens confer only the rights specifically described in these Terms (including all Exhibits) and confer no other rights of any form with respect to the Network, Ecosystem or Company or its corporate affiliates, partners and/or service providers, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
(e) Your purchase of Gold coins or reception of Tokens complies with applicable laws and regulations in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for purchasing Gold coins or holding Tokens, using the Tokens in the Network, and entering into contracts with us, (ii) any foreign exchange, anti-money laundering or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
(f) You will comply with any applicable tax obligations in your jurisdiction arising from your purchase;
(g) If you are purchasing Gold coins on behalf of any entity, you are authorized to accept these Terms on such entity's behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to "you" in these Terms refer to you and such entity, jointly);
(h) You are not (i) a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State's Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf.
(i) You understand and acknowledge that title to, and risk of loss of, Tokens you receive(as defined and explained in Exhibit A) passes from Company to you in the Republic of Poland.
(a) To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and our respective past, present and future employees, officers, directors, contractors, consultants, attorneys, accountants, financial advisors, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the "Company Parties") 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 Tokens, (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.
(b) Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 9(a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE GOLD COINS & TOKENS ARE SOLD & GIVEN ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE COINS & TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT THE COINS & TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE COINS & TOKENS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OR SHALL REMAIN FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to you.
11. Limitation of Liability
(A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE COINS OR TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS OR GOLD COINS, EXCEED THE AMOUNT YOU PAY TO US FOR THE GOLD COINS.
(B) Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
13. Dispute Resolution; Arbitration
(a) Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (i) waive your and Company's respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and Company's respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
(b) No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and 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 of arbitration, or on behalf of any other individual or group of individuals.
(c) Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by e- mail to Company at [email protected]. Notice to you shall be by email to the then-current email address in your Account. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this Section 13, commence an arbitration proceeding or, to the extent specifically provided for in Section 13(a), file a claim in court in the Republic of POLAND.
(d) Arbitration Proceeding. Any Dispute arising out or in connection with these Terms (including all Exhibits), including any questions regarding its existence, validity or termination shall be referred to and finally resolved by binding arbitration in POLAND in accordance with the Arbitration Rules of POLAND for the time being in force which rules are deemed to be incorporated by reference into this Section 13(d). The governing law of these Terms (including all Exhibits) shall be the substantive law of the Republic of POLAND, without regard to conflict of law rules or principles (whether of the Republic of POLAND or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. The language of the arbitration shall be English.
(f) Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this Section 13 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 13 will remain valid and enforceable. Further, the waivers set forth in Section 13(b) are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
These Terms (including all Exhibits) constitute the entire agreement between you and us relating to your reception of Tokens and purchase of Gold coins from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable laws or regulations. If we make changes, we will post the amended Terms at http://spartaico.com/tos.html and update the "Last Updated" date above. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Receiving Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.
Description of Company, Network and Tokens
1. Overview of Company and Sparta Startups
The Company is a private limited company incorporated in the Republic of Poland, that aims to create an ecosystem around 300 tech startups.
Sparta Startups is startup incubator and accelerator that has the purpose of investment and development of early stage technology companies from around the world. Further information about the companies in the Sparta Startups ecosystem is available on Sparta Startups Website.
2. Overview of Tokens
SPARTA TOKENS are issued on the Ethereum platform. The total supply of SPARTA TOKENS is on the Ethereum blockchain.No further SPARTA TOKENS will ever be created.
Token Distribution Procedures and Specifications
The Token will not be sold by either the company in the form of sale or presale, instead it will be distributed to individuas and companies contributing to strengthening the ecosystem.
2. Commencement, Duration and Completion of Token Distribution
The Company will distribute tokens to the startups involved, which in turn will distribute tokens to the different elements of the ecosystem, which will begin on October 1, 2017 (the "Launch Date") and end on October 30, 2027 or when the 300 startups have been incubated & accelerated through the startup accelerator, whichever is earlier.
3. Procedures for Buying Gold Coins and Receiving Tokens
To receive Tokens during, you must have certain token wallets established and operational. Specifically, you must have a wallet that support ERC20 Ethereum based tokens in order to receive Tokens that you get from us. Company reserves the right to prescribe additional guidance regarding specific wallet requirements.
At the issuance Date, Company will make available a web application to facilitate your transfer and tracking of Gold coins and tokens. If you wish to receive Tokens, you must first provide your Ethereum address to the web application as a destination address for Tokens. Company may also request certain optional information, such as an email address, through the web interface.
4. Gold coins to be Sold
The Company anticipates selling approximately 100 Gold coin per year. The Gold coins to be sold during the year will be from a DGR unit..
5. Tokens Retained by Company
The Company will retain no Tokens. Each startup is granted 1 million token and is expected to distribute them through the different elements of the ecosystem.
6. Tokens or Coin sale Proceeds Retained by Founders and Existing Investors
Except to the extent paid as compensation for work performed for the Company, neither the founders nor the existing investors of the Company will receive Retained Tokens from Company or any amount of the Ether or Bitcoin that is used to purchase Gold coins from Company.
7. Pre-Sales of Gold coins
During presale, orders can be placed but no coins will be distributed. Gold coins distribution will be done after presale of all coins in the batch and the minting of coins in question. During the presale period the funds will be handled by a partner company that will take care of cooperating with other partner business fro the production and delivery of the coins.
8. Use of Proceeds from Gold Coins Sale
The Fiat, and crypto-currency proceeds from Company's sale of Coins will be used to compensate technical and non-technical staff, cover marketing costs and operating expenses, develop technical infrastructure, and expand and strengthen the Sparta Startups ecosystem, in addition to whatever the startup branding the coin wishes to do.
9. Potential Token Buy-Back Mechanism.
The company will not have a buy-back mechanism. Sparta Startups anticipates using around of 5% net profit to buy the token from businesses inside the ecosystem, it might need to buy the token from outside the ecosystem if there is a lack of tokens to properly power one or more of the startups, or simply if the offer is found to be interesting.
Certain Risks Relating to Purchase, Sale and Use of Tokens
Important Note: As noted elsewhere in these Terms, the Tokens are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this Exhibit C is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit C, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
By recieving, purchasing, holding and using Tokens, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to Tokens Due to Loss of Private Key(s)
A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Tokens will result in loss of such Tokens. 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 Tokens.
2. Risks Associated with the Ethereum Platform Protocol
Because Tokens and the Network are based on the Ethereum Platform protocol, any malfunction, breakdown or abandonment of the Ethereum Platform protocol may have a material adverse effect on the Network or Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens and the Network by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
3. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the Network or the Tokens 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, 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 Network, which could negatively affect the Network and the Tokens.
4. Risks Associated with Markets for Tokens
The Tokens are intended to be used solely within the Sparta Startups Ecosystem, and Company may not support or otherwise facilitate any secondary trading or external valuation of Tokens. This restricts the contemplated avenues for using Tokens and could therefore create non-liquidity risk with respect to the Tokens you hold. Even if secondary trading of Tokens 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 Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
5. Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public government insurer or private insurance arranged by us, to offer recourse to you.
6. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of the Tokens 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 Network and the Tokens. 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 the Network and the Tokens. Regulatory actions could negatively impact the Network and the Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that require registration or licensing. 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 approval(s) to operate in such jurisdiction.
7. Risks Arising from Taxation
The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with purchasing Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
8. Risk of Alternative Networks
It is possible that alternative networks could be established that utilize the same open source code and protocol underlying the Network and attempt to facilitate services that are materially similar to the Services. The Network may compete with these alternative networks, which could negatively impact the Network and Tokens.
9. Risk of Insufficient Interest in the Ecosystem
It is possible that the Ecosystem will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the development of distributed ecosystems. Such a lack of use or interest could negatively impact the potential utility of Tokens.
10. Risks Associated with the Development and Maintenance of the Ecosystem
The Ecosystem is still young and may undergo significant changes over time. Although we expect for the Tokens and Network to follow the specifications set forth in Exhibit A, and to take commercially reasonable steps toward those ends, Sparta Startups may have to make changes to the specifications of the Tokens or Ecosystem for any number of legitimate reasons. This could create the risk that the Tokens or Ecosystem, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite the good faith efforts to develop and maintain the Ecosystem, it is still possible that it might experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Network and Tokens.
11. Risk of an Unfavourable Fluctuation of Ether and Other Currency Value
The Company team intends to use the proceeds from selling Gold Coins to help with the development of the Sparta Startups Ecosystem, as described further in Exhibit B. The proceeds of the sale will be denominated in Fiat, Ether or Bitcoin, and converted into other cryptographic and fiat currencies. If the value of Ether or other crypto-currencies fluctuates unfavourably during or after the Sale Period, the Company team may not be able to proceed in the manner that it intended.
12. Risk of Dissolution of the Company or Sparta Startups
It is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of Bitcoin or Ether (complete melt down), decrease in the Tokens' utility, the failure of commercial relationships, or intellectual property ownership challenges, the Company and/or Sparta Startups may not have sufficient funds to continue operations and may dissolve.
13. Risks Arising from Lack of Governance Rights
Because Tokens confer no governance rights of any kind with respect to the Ecosystem, Network or Company, all decisions involving the Companies will be made by Companies at their sole discretion, including, but not limited to, decisions to discontinue the Ecosystem, to sell or repurchase more Tokens for use in the Ecosystem, or to sell or liquidate the Companies. These decisions could adversely affect the Tokens you hold.
14. Unanticipated Risks
Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks included in this Exhibit C, there are other risks associated with your holding and use of Tokens, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit C.