Last Updated: 28 August 2020
INVESTPAL TERMS AND CONDITIONS FOR Exchanging ZIN TOKENS
Zin.Finance/Zin/ Zin Finance is a trading name and website for Investpal Ltd.
Investpal Ltd, a UK Limited Company with its head office in Radius House, 4th Floor, 51 Clarendon Road, Watford, WD17 1HP, United Kingdom (“Investpal” or the “Company”), intends to offer 250,000,000 units (+bonus tokens) of a new Ethereum-based token named “ZIN” (“Zin Token”) during a limited offer period beginning 26th August 2020 (“Crowd Sale”) through the Investpal website available at www.zin.finance
Your purchase of Zin Tokens from Investpal is subject to these Terms and Conditions, including the risks associated with holding Zin Tokens outlined in Annex Ahereto,and the current Whitepaper published on https://www.zin.finance//white-paper( “Whitepaper”) which forms an integral part of these Investpal Terms and Conditions (“Terms”). Each of you and Investpal is a “Party” and together the “Parties.”
By purchasing, holding, using Zin Tokens from Investpal 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]. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST CEASE TO HOLD,USE OR PURCHASE ZIN TOKENS.
Nothing in these Terms should be regarded as an invitation or solicitation of investment or promise of profit in whatever form and does not construe, relate or pertain in any way or should be regarded to be an offering of securities of any kind in any jurisdiction. Investpal is not a financial institution and does not provide investment services, including investment advice, or any other licensed financial services according applicable law. Neither the Company nor its affiliates shall be considered as advisor in any legal, tax or financial matters.
- PLATFORM, PURPOSE AND USE OF ZIN TOKENS
As detailed in our Whitepaper, we will create the Zin Investment Platform under the name Investpal (“Zin Platform”), which will be based on Ethereum-based blockchain technology. Zin Tokens will be ERC20 tokens based on the Ethereum blockchain cryptographic digital code built with smart contracts in Solidity to be created by Investpal to stake, save redeem and swap the tokens with any other ERC20 tokens such as Ether (ETH) or stablecoin (USDT or USDC) .
Purchase of Zin Tokens at Crowd Sale entitles you to receive the corresponding amount of Zin Tokens when Zin Platform is launched.
Zin Tokens are simply exchange or utility tokens with no intrinsic value. They cannot be exchanged for any FIAT currency. They only have utility as a fee discount token, as a staking reward token and as a burn token within the Zin Platform ecosystem, which will be built in the future as set out in our roadmap. Therefore, Zin Tokens have zero fiat value.
Important additional information regarding the Zin Platform, the Zin Tokens and Investpal are provided in the Whitepaper.
YOU UNDERSTAND AND ACCEPT THAT ZIN TOKENS NEITHER CONFER PROFIT PARTICIPATION RIGHTS NOR PROVIDE THE TOKEN HOLDER WITH A CONVERSION RIGHT INTO SHARES OR OTHER EQUITY OF INVESTPAL NOR ANY OTHER RIGHT WHATSOEVER, NOT REPRESENT OR CONFER ANY OWNERSHIP RIGHT OR STAKE, SHARE OR EQUIVALENT RIGHTS, VOTING RIGHT OR ANY RIGHT TO RECEIVE FUTURE REVENUE SHARES, INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER FORM OF PARTICIPATION IN INVESTPAL AND ITS CORPORATE AFFILIATES, OTHER THAN THE RIGHTS MENTIONED IN THESE TERMS AND THE WHITEPAPER. THEREFORE, YOU SHOULD HAVE NO EXPECTATION OF INFLUENCE OVER GOVERNANCE OF INVESTPAL OR THE ZIN PLATFORM. ZIN TOKENS DO NOT HAVE THE LEGAL QUALIFICATION OF A SECURITY, SINCE THEY DO NOT GIVE ANY RIGHTS ON DIVIDEND OR INTEREST.
- SCOPE OF TERMS
Unless otherwise stated herein, these Terms govern only your purchase of Zin Tokens from us during the Crowd Sale. Any access and use of the Zin Platform will be governed primarily by other applicable terms and policies, which are depending on applicable laws and have not yet been drafted (collectively “Platform Terms and Policies”). We may add new terms or policies to the Platform Terms and Policies in our sole discretion from time to time. To the extent of any conflict with these Terms, the Platform Terms and Policies shall prevail with respect to any issues relating to the usage of the Zin Tokens on the Zin Platform.
- TOKEN SALE SPECIFICATIONS
Subject to and in accordance with the conditions set out below, you may participate in the Crowd Sale by acquiring Zin Tokens. The acquisition of Zin tokens from Investpal implies that you enter into a purchase agreement that is subject to these Terms and Conditions. The purchase agreement includes the payment obligation for Zin Tokens by yourself to Investpal and the delivery of the certificates to ZinTokens by Investpal to you.
By placing a request for a certain amount of Zin Tokens during the Crowd Sale (“Purchase Request”), you make a binding offer to purchase Zin Tokens pursuant to these Terms. Any variations made to these Terms by you in any request are void and have no effect. Investpal has the right to accept, cancel or reject any Purchase Requests at any time in its sole discretion without stating any reason. Investpal may accept Purchase Requests by confirming the request in writing (whether by e-mail or otherwise) or simply by delivering to you the zin tokens, whichever occurs first. No Purchase Request is binding on Investpal unless accepted by Investpal as provided in these Terms.
Your purchase of Zin Tokens during the Crowd Sale is final, and there is no right of withdrawal or the possibility of refunds or cancellations except as may be required by applicable mandatory law or regulation.
- KNOW YOUR CLIENT
You agree and understand that you must follow some rules as part of the onboarding / KYC (Know-Your-Customer) process. Although crypto utility tokens do not come under Financial Conduct Authority (FCA) jurisdiction, Investpal is committed towards ethical and correct business practices. In the financial services industry, particularly in high risk areas, these procedures are standard. As a utility/exchange token issuer, we must go far above and beyond what is required from the regulatory authorities.
It is therefore our responsibility to safeguard our services from being used for money laundering and the facilitation of terrorist financing. For this reason we require all of Zin Token purchasers with high value transactions to go through an application and verification process to become a Zin Token holder before they are formally engaged with Investpal through any form of contract or transaction.
Upon request, you agree to provide Investpal with proof of identity, information about source of funds and other documentation or other information that Investpal may require from time to time to assess whether all our clients are trading safely with verified counterparties.
The documentation submitted for each client application receives a thorough visual inspection and client details are run by various databases to confirm their existence. The database enquiry does not have any impact on customers’ credit score and will not impair your ability to raise credit as it is not equal to a credit check.
Investpal reserves the right to rescind the purchase contract subsequently and reverse it at any time if not all established AML/KYC requirements are met.
- INTELLECTUAL PROPERTY RIGHTS
Investpal reserves all rights, titles and interests in all of our intellectual property, including inventions, designs, discoveries, processes, marks, methods, compositions, formulae, techniques, knowhow, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon, and we retain all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognized in the future, as well as all applications, extensions, and renewals in relation to such rights. You may not use any of our intellectual property for any reason, except with our express, prior, written consent which may be revoked by us, and you are not entitled, for any purpose, to any of our intellectual property.
In particular, we retain all intellectual property rights, mostly, but not limited, to copyright, over the source code forming the Zin Tokens and the ZIN-Platform.
All content included in the Whitepaper, the Zin Tokens, the Zin Platform and associated products and services, such as, but not limited to, text, graphics, logos, images, source code, as well as the compilation thereof, is the property of Investpal and protected by copyright, trademark and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices.
The purchase and any other acquisition of Zin Tokens carries with it significant risk. Prior to participation, you carefully consider the potential risks and, to the extent necessary, consult a lawyer, accountant, and/or tax professional to evaluate the risk entailed.
You acknowledge and agree (to) these risks associated with purchasing Zin Tokens, holding Zin Tokens, and using Zin Tokens, as disclosed and explained in Annex A. If you have any questions regarding these risks, please contact us at [email protected] BY PURCHASING ZIN TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
Investpal makes no promises of possible gains or returns. The purchases Zin Tokens can potentially lose all value.
- TAX IMPLICATIONS
The purchase price that you pay for Zin Tokens is exclusive of all applicable taxes. You are solely responsible for determining what, if any, taxes apply to your purchase of Zin tokens, 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 Zin Tokens. You agree not to hold Investpal or its affiliates liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of Zin Tokens.
- REPRESENTATION AND WARRANTIES
By purchasing Zin Tokens, whether directly or indirectly you represent and warrant that:
i. You have a good understanding of the English language, have read and understood these Terms (including Annex A) as well as the Whitepaper;
ii. 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 Zin Tokens as further described in Annex A;
iii. You have obtained sufficient information about the Zin Tokens to make an informed decision to purchase the Zin Tokens;
iv. You are purchasing Zin Tokens to use them in connection with the Zin Platform. You are not purchasing Zin Tokens for investment, speculative or other financial purposes;
v. Your purchase of Zin Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for purchasing the Zin Tokens, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
vi. You are purchasing the Zin Tokens for your own account. If you are purchasing Zin Tokens on behalf of any entity (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, (ii) you are duly authorized by such legal entity to act on its behalf and to accept these Terms, and (iii) 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); and
vii. You are not (i) a citizen or resident of a geographic area in which acquisition of the Zin Tokens or use of the Zin Tokens 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, (iii) a citizen or resident of Bosnia and Herzegovina, Democratic People’s Republic of Korea (DPRK), Ethiopia, Iran, Iraq, Sri Lanka, Syria, Trinidad and Tobago, Tunisia, Vanuatu, or Yemen, (iv) 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, or (v) a minor.
viii. You agree that if your country of residence or other circumstances change such that the above warranties are no longer accurate, that you will immediately cease accessing and using the Zin Platform and the Zin Tokens.
i. cooperate with Investpal and provide to Investpal, upon request, with proof of identity, source of funds and other documentation or other information that Investpal may require from time to time in connection with its obligations under, and compliance with applicable laws and regulations, as well as its own established anti-money laundering procedures;
ii. comply with any applicable tax obligations in your jurisdiction arising from your purchase of Zin Tokens; and
iii. at all times maintain control of your token receipt address and the private key and any account credentials associated with the token receipt address and will not share or disclose the private key or account credentials with any other party. If you transfer the Zin Tokens to another address belonging to you, you will similarly maintain control of, and not share or disclose the private key or account credentials for such other address.
- NON-COMPLIANCE WITH THESE TERMS
You acknowledge and agree that Investpal will not deliver Zin Tokens to you and has no repayment obligation with respect to funds received if you are in breach of any representations and warranties in Section 9 of these Terms, any covenant in Section 10 of these Terms or any other provision of these Terms or the Know Your Customer Procedure has not been completed, to Investpal’s satisfaction. Nothing in this Section 11shall be construed as limiting Investpal’s right to any remedies it may have by law, including, without limitation, the recovery of damages for breach of these Terms.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Investpal an its affiliates and Investpal’s as well as the affiliates’ 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 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 Zin 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.
Investpal reserves the right to exercise sole control over its legal defence, at your expense, of any claim subject to indemnification under Section 12.
To the fullest extent permitted by applicable law and except as otherwise specified in writing by us, (i) the Zin Tokens are sold on an “as is” and “as available” basis without warranties of any kind, and we expressly disclaim all implied warranties as to the Zin Tokens, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement; (ii) we do not warrant that the Zin Tokens are reliable, current or error-free, meet your requirements, or that defects in the Zin Tokens will be corrected; and (iii) we cannot and do not warrant that the Zin Tokens or the delivery mechanism for Zin Tokens are free of viruses or other harmful components.
The limitations set forth in this Section 13 will not limit or exclude liability for gross negligence or wilful misconduct of Investpal.
- LIMITATION OF LIABILITY
You will have the sole responsibility to ensure that you have a functional understanding of storage and transmission mechanisms associated with cryptographic tokens. Purchases of Zin Tokens should be undertaken only by individuals, entities, or organizations that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens and blockchain-based software systems and services. Due to the completely decentralized and immutable design of the blockchain technology it is not in Investpal’s ability or power to control the use of the tokens. After issuance of the tokens, Investpal or its affiliates carry no responsibility towards You regarding the usage or storage of tokens and cannot be held accountable for illegal or improper use or liable for damages arising out of such use or loss of tokens or value thereof.
Investpal does not keep record of personal data, user names, accounts and passphrases (passwords) and, due to the completely decentralized and immutable design of the blockchain technology it is not in our ability or power to recover lost, forgotten or stolen passphrases (passwords), account numbers or tokens and therefore we will not be held responsible for any loss of, or inability to access your account which may occur as a result of any type of actions taken by, or omitted or accidentally or incidentally made by you or any third party.
Although our team is always striving to keep all systems, servers and software up-to-date and secure at all time, we shall not be held responsible or liable for any losses or any special, incidental, or consequential damages arising from any unauthorized or malicious actions (hacker attacks) by any third party which may have as a result breach of system’s security and theft of data, account information, tokens or passphrases.
To the fullest extent permitted by applicable law: (i) in no event willInvestpal or any of its auxiliary persons be liable for any indirect, direct, incidental, consequential, punitive, enhanced 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 or diminution in value) arising out of or in any way related to the sale or use of the Zin Tokens or the Zin Platform 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 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 Investpal or any of its auxiliary persons (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 Zin Tokens or the Zin Platform, exceed the amount you have paid to purchase the Zin Tokens.
The limitations set forth in this Section 14 does not limit or exclude liability for gross negligence, fraud or intentional misconduct of Investpal.
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 Investpal and its auxiliary persons from responsibility, liability, claims, demands and 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 of the Zin Platform and the acts or omissions of third parties.
Should one or more of the provisions or any part of a provision of these Terms be or become void, illegal or unenforceable, then the validity, legality or non-enforceability of the remaining provisions of these Terms shall not be affected thereby and the Parties shall use reasonable efforts to agree upon a new provision which shall, as nearly as possible, have the same commercial effect, meaning and spirit as the ineffective provision and to the purpose of these Terms. To the extent permitted by applicable law, each Party waives any provision of law which renders any provision of this Agreement invalid, illegal or unenforceable in any respect. In certain jurisdictions this Section 16 might not be applicable due to consumer protection legislation.
These Terms as well as the Whitepaperconstitute the entire contractual relationship between you and Investpal relating to your purchase of Zin Tokens. We may make changes to these Terms, as well as the Whitepaperfrom time to time, but only as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms athttps://www.zin.finance//. The amended Terms as well as the amended Whitepaperwill be effective immediately and your continued interest, use or holding of the Zin Tokens you purchased shall constitute your acceptance of the modified terms.
You may not assign any of your rights or transfer any of your rights or obligations under these Terms, including, but not limited to statutory or contractual warranty rights. This Section 19 does not affect the Zin Tokens themselves that can be transferred and assigned under applicable law.
- THIRD PARTY BENEFICIARIES
Except as stated otherwise, these Terms are for the sole benefit of the Parties hereto and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
- RELATIONSHIP BETWEEN YOU AND INVESTPAL
Nothing herein shall be construed to create a joint venture or partnership between the Parties or an employee/employer or agency relationship. Neither Party shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.
- FORCE MAJEURE
Neither Party will be liable for any default or delay in the performance of its obligations under these Terms, if and to the extent such default or delay is due to any cause beyond its control which could not have been reasonably foreseen and avoided by the exercise of due care and diligence consistent with the exercise of reasonable business judgment, including but not limited to: changes in applicable regulation that prohibit the Zin Tokens or the Zin Platform, acts of fire, flood, explosion, wars, terrorism, riots, civil disturbances and strikes, pandemics, or other work stoppages.
- ENTIRE AGREEMENT
These Terms, together with Annex A and the Whitepaperconstitute the sole and entire agreement of the Parties with respect to the sale of Zin Tokens, and supersedes all prior and contemporaneous understandings, agreements and warranties, both written and oral, with respect to such subject matter. In the event of any conflict, inconsistency, or ambiguity between provisions in different parts of this these Terms, the following hierarchy shall apply: (1) the provisions of these Terms including Annex, without the Whitepaper, (2) Whitepaper.
- RECEIPT OF NOTICE
Any notice required or permitted by these Terms will be deemed received when sent by email to any e-mail address you have provided to Investpal. If you fail to provide a valid e-mail address, you waive your right to any notices by Investpal contemplated by these Terms.
- DISPUTE RESOLUTION, ARBITRATION
Any dispute, controversy or claim arising out of, or in relation to these Terms, including the validity, invalidity, breach, or termination thereof, shall be subject to exclusive jurisdiction of English courts.
- GOVERNING LAW
These Terms and the acquisition and loss of rights related to and interest in the Zin Tokens will be governed by and construed and enforced in accordance with English law, without regard to conflict of law rules or principles (whether of England or any other jurisdiction) that would cause the application of the laws of any other jurisdiction, irrespective of whether the Zin Tokens qualify as right or property under the applicable laws.
ANNEX A: CERTAIN RISKS RELATING TO PURCHASE, SALE AND USE OF ZIN TOKENS
By purchasing, holding and using Zin Tokens, you expressly acknowledge and assume the following risks:
Risk of Losing Access to Zin Tokens Due to Loss of PrivateKey(s)
A private key, or a combination of private keys, is necessary to control and dispose of Zin Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Zin Tokens will result in loss of such Zin 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 Zin Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store Zin Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your Zin Tokens. Additionally, your failure to follow precisely the procedures set forth for buying and receiving Zin Tokens, including, for instance, if you provide the wrong address for the purchaser address, or provide an address that is not ERC-20 compatible, may result in the loss of your Zin Tokens.
Risks Associated with the Ethereum Protocol
Because the Zin Platform and the Zin Tokens are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the Zin Platform and the Zin Tokens as well as negative effects on Investpal and its affiliates, its financial situation and public reputation. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Zin Platform and the Zin Tokens by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol and result in negative effects on Investpal and its affiliates.
Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Ethereum protocol, the Zin Tokens are susceptible to attacks by miners in the course of validating token 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 Zin Platform and the Zin Tokens, including, but not limited to, accurate execution and recording of transactions involving Zin Tokens. Furthermore, such attacks may have negative effects upon Investpal and its affiliates, their financial situation and public reputation.
Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the Zin Platform or the Zin 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, because the Zin Platform, is based on open-source software, there is a risk that a third party or a member of Investpal team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Zin Platform, which could negatively affect the Zin Platform, the Zin Tokens and Investpal, as well as its affiliates. Hackers or other malicious groups of organizations may also attempt to get access to private keys or other access credentials in your wallet, vault, or other storage mechanism used to receive and hold Zin Tokens.
Risks Associated with Markets for Zin Tokens
The Zin Tokens are intended to be used solely for the Zin Platform, and Investpal will not support or otherwise facilitate any secondary trading or external valuation of Zin Tokens (except as stated otherwise in these Terms). This restricts the contemplated avenues for using Zin Tokens and could therefore create illiquidity risk with respect to the Zin Tokens you hold. Even if secondary trading of Zin 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 Zin Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, Zin 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 insurer or private insurance arranged by us, to offer recourse to you.
Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of the Zin 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 Zin Platform and the Zin 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 Zin Platform and the Zin Tokens. Regulatory actions could negatively impact the Zin Platform, the Zin Tokens and Investpal as well as its affiliates in various ways, including, for purposes of illustration only, through a determination that Zin Tokens are a regulated financial instrument that require registration or licensing. Investpal 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.
Risks Arising from Taxation
The tax characterization of Zin Tokens is uncertain. You must seek your own tax advice in connection with purchasing Zin Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
Risk of Alternative Platforms
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the Zin Platform and attempt to achieve the same purpose as the Zin Platform. The Zin Platform may compete with these alternative platforms, which could negatively impact the Zin Platform, the Zin Tokens and ZIN as well as its affiliates, in particular Investpal’s and its affiliates financial situation.
Risk of Insufficient Interest in the Platform
ZIN is still very young and the sustainability of the model of the Zin Platform has not yet been tested. It is possible that the Zin Platform will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the Zin Platform) more generally. Such a lack of use or interest could negatively impact the development of the Zin Platform and therefore the potential utility of Zin Tokens. Such lack of insufficient interest could also impact Investpal and its financial situation.
Risks Associated with the Development and Maintenance of the Zin Platform
The Zin Platform is still under development and may undergo significant changes over time. Although we intend for the Zin Tokens to follow the specifications set forth in the Whitepaper, and intend to take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the Zin Tokens for legitimate reasons. This could create the risk that the Zin Tokens or the Zin Platform, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and maintain the Zin Platform, it is still possible that the Zin Platform will experience malfunctions or otherwise fail to be adequately developed or maintained or we experience that the proceeds raised during the Crowd Sale are not sufficient to develop the Zin Platform, which may negatively impact the Zin Tokens, Investpal, its affiliates and the Zin Platform or leads to the Zin Platform never being finished.
Risk of Dissolution of Investpal and the Zin Platform
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether (or other cryptographic and fiat currencies), the failure of commercial relationships, or intellectual property ownership challenges, the Zin Platform may no longer be viable to operate and Investpal as well as its affiliates may be dissolved.
Risks Arising from Lack of Governance Rights
Because Zin Tokens confer no governance rights of any kind with respect to the Zin Platform or Investpal or its affiliates, all decisions involving the Zin Platform or Investpal will be made by Investpal at its sole discretion, including, but not limited to, decisions to discontinue the Zin Platform, to create and sell more Zin Tokens for use on the Zin Platform, or to sell or liquidate Investpal or its affiliates. These decisions could adversely affect the Zin Platform and the Zin Tokens you hold.
Risks Involving Exchange of Information
As Investpal provides the Zin Platform to users, the information exchanged on the Zin Platform is susceptible to a number of risks. The information exchanged may be compromised in the event of a cyber-attack or other malicious activity. Because users can use a variety of hardware and software that may interface with the Zin Platform, there is the risk that information on the Zin Platform may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third party systems and devices that ZIN does not control. The risk that the Zin Platform may face increasing interruptions and may face additional security vulnerabilities could adversely affect the Zin Platform and therefore the future utility of any Zin Tokens. It could also have negative impacts on ZINFinance or its affiliates.
Operational and Technology Risks
The Zin Platform is new and the development may take longer than expected to result in the intended usefulness for the Zin Tokens. The Zin Tokens are intended to represent a new capability on emerging technology that is not fully proven in use. As the technology matures, new capabilities may dramatically alter the usefulness of the Zin Tokens or the ability to use or sell them. The functionality of the Zin Tokens is complex, will require enhancements and product support over time, and full functionality may take longer than expected.
Dependence upon Persons Essential of Investpal
The success of Investpal and the Zin Platform depends to a considerable extent on the experience and knowledge of the members of the board of directors, the members of the executive board and the key employees, partners, advisors (some are still to be determined) and service providers of Investpal. In particular, the fact that not all of these persons have yet been appointed poses a risk which could have a negative impact on the business operation of Investpal, the Zin Tokens as well as the Zin Platform and its success. In addition, certain of the abovementioned person have information and know-how that are of great importance to Investpal and the Zin Platform. It cannot be excluded that Investpal will not be able to retain these persons in the long term. A loss of know-how and information could have negative effect on the Zin Tokens, the Zin Platform and Investpal’s or its affiliates’ business activity and performance.
Cryptographic tokens such as the Zin Tokens are a new and untested technology. In addition to the risks included in this Annex A, there are other risks associated with your purchase, holding and use of Zin Tokens, including those that Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A.
CONTACT DETAILS AND CUSTOMER SUPPORT SERVICES Investpal is committed to provide the most professional customer support services: You are welcome to contact Us in any question and/or concern You may have in the following contact methods: Our Postal Address: Investpal Ltd. Radius House, 4th Floor, 51 Clarendon Road, Watford, WD17 1HP, United Kingdom. www.zin.finance Contact Us page.
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