PLEASE READ THESE TERMS OF SALE CAREFULLY. BY ATTEMPTING TO PURCHASE OR PURCHASING DIAMONIUM TOKENS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS & CONDITIONS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE.
BY ACCEPTING THESE TERMS & CONDITIONS, YOU WILL BE ENTERING INTO A BINDING AGREEMENT WITH DIAMONIUM. THESE TERMS & CONDITIONS CONTAIN PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS. NOTE THAT SECTION 15 CONTAINS A BINDING ARBITRATION SECTION. IF YOU DO NOT AGREE TO THESE TERMS & CONDITIONS, DO NOT MAKE A CONTRIBUTION FOR THE PURCHASE OF DIAMONIUM TOKENS AND NAVIGATE AWAY FROM THE DIAMONIUM WEBSITE.
These Terms & Conditions and any terms expressly incorporated herein (the “Agreement”) govern the purchase (the “Purchase”) by you (“Purchaser” or “you”) of the tokens distributed on the DIAMONIUM blockchain (the “DIAMONIUM Tokens”) from Southern Logistics Limited, a private limited company incorporated in Hong Kong with company number 1405681 (“DIAMONIUM”, “Company”, “us”, “our” or “we”) and the Decentralised Autonomous System (the “DAS”) during the token sale period (the “Sale Period”). Purchaser and DIAMONIUM are herein referred to individually as a “Party” and, collectively, as the “Parties”. There may be other entities within the DIAMONIUM group of companies from time to time (“ DIAMONIUM Companies”) that will develop, manage and/or operate the DIAMONIUM Platform (as defined in Section 1.2 below) (or parts thereof ) and references in these Terms & Conditions to DIAMONIUM shall be to DIAMONIUM, the DIAMONIUM Companies and their respective successors and assigns.
De-centralised Autonomous System (“DAS”): The Diamonium Network of associated computers and people promoting the Diamonium ecosystem is controlled by a Decentralised Autonomous System, a framework which the crypto-currency industry looks at the possibilities of self-functioning and autonomous de-centralised blockchain technology. At the head of this technology is been built with an Artificial Intelligence system (“DAISIM”) that is a hybrid artificial intelligence system integrated with human-assisted learning in all disciplines required to administrate the global token system. Daisim will ultimately decide on the governance and future direction of the global Diamonium (DIA) and allow Diamonium Authourisers to contribute in authourising transactions in a decentralised way, whereby no one Authourising entity controls the Blockchain and ledger.
Diamonium itself is actually a DAS and demonstrates the beauty of blockchain technology and decentralisation in its purest form. The Diamonium Software platform is programmed in such a way that there is a budget for the workers upgrading and developing the platform and pays the Business Developers and Contributors, which include but is not limited to, Corporate Leaders, Administration, Country Leaders, City Leaders and Regional Business Developers.
Diamonium Foundation: The Diamonium Foundation is a Global Association of technologists, entrepreneurs, business owners, marketers, and crypto-enthusiasts setup by its IP owner, and manager Southern Logistics Limited (HK). The Association is an informal Community Association of a group of Diamonium owners with a shared interest and purpose, primarily advancing usage of Diamonium and the crypto-currency markets. The Diamonium Foundation has activities relating to a Token System, including but not limited to: Interaction with Token Stakeholders, Research and Token Development, Developer Management and Recruitment, Token Partner Alliance Development, Jurisdictional Compliance and Governance of Token System, Security Systems, Token Marketing & Advertising, Exchange Token Listing & Management and PR-Social Media Interaction. The Diamonium Foundation is an open source foundation and believes that crypto-currency should be an open, de-centralised system for average people to use and enjoy. The association is a crypto-community of Token users and members that are dedicated to the advancement of crypto-currency for average people to use on a global scale.
Services and management of this Token Offering by Southern Logistics Limited on behalf of the DIAMONIUM FOUNDATION, operating globally and included jointly with SOUTHERN LOGISTICS in this Agreement.
FOR RESIDENTS OF THE PEOPLE’S REPUBLIC OF CHINA (WHICH, FOR THE PURPOSES OF THIS AGREEMENT, INCLUDES HONG KONG, MACAU AND TAIWAN) ONLY: IF YOU ARE CITIZEN OR RESIDENT OF, OR A PERSON LOCATED OR DOMICILED IN, THE PEOPLE’S REPUBLIC OF CHINA OR ANY ENTITY, INCLUDING, WITHOUT LIMITATION, ANY CORPORATION OR PARTNERSHIP CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE PEOPLE’S REPUBLIC OF CHINA (COLLECTIVELY, “PRC PERSONS”), DO NOT PURCHASE OR ATTEMPT TO PURCHASE DIAMONIUM TOKENS OR USE THE DIAMONIUM SMART CONTRACT OR THE DIAMONIUM SMART SALE CONTRACT. PRC PERSONS ARE STRICTLY PROHIBITED AND RESTRICTED FROM USING DIAMONIUM SMART CONTRACTS. DIAMONIUM TOKENS MAY NOT BE MARKETED, OFFERED OR SOLD DIRECTLY OR INDIRECTLY TO PRC PERSONS, AND NEITHER THIS SITE NOR THIS AGREEMENT, NOR ANY MATERIAL OR INFORMATION CONTAINED HEREIN PERTAINING TO DIAMONIUM TOKENS, MAY BE SUPPLIED TO PRC PERSONS OR USED IN CONNECTION WITH ANY OFFER FOR THE SALE OF DIAMONIUM TOKENS TO PRC PERSONS.
FOR RESIDENTS OF SOUTH KOREA (“SOUTH KOREA PERSONS”): THIS AGREEMENT IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF SECURITIES IN SOUTH KOREA. DIAMONIUM MAY NOT MAKE ANY REPRESENTATION WITH RESPECT TO THE ELIGIBILITY OF ANY RECIPIENTS OF THIS AGREEMENT TO ACQUIRE THE DIAMONIUM TOKENS UNDER THE LAWS OF SOUTH KOREA, INCLUDING, WITHOUT LIMITATION, THE SECURITIES AND EXCHANGE ACT AND THE FOREIGN EXCHANGE TRANSACTION ACT AND REGULATIONS THEREUNDER. THE DIAMONIUM TOKENS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES AND EXCHANGE ACT, SECURITIES INVESTMENT TRUST BUSINESS ACT OR THE SECURITIES INVESTMENT COMPANY ACT OF SOUTH KOREA, AND NONE OF THE DIAMONIUM TOKENS MAY BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY,
OR OFFERED OR SOLD TO ANY PERSON FOR RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN SOUTH KOREA OR TO ANY RESIDENT OF SOUTH KOREA.
FOR RESIDENTS OF NEW YORK: DIAMONIUM TOKENS ARE NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF, OR ANY PERSON LOCATED IN, THE STATE OF NEW YORK OR ANY ENTITY, INCLUDING, WITHOUT LIMITATION, ANY CORPORATION OR PARTNERSHIP CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE STATE OF NEW YORK (“NEW YORK PERSONS”). DIAMONIUM IS NOT SOLICITING PURCHASES BY NEW YORK PERSONS IN ANY WAY.
FOR RESIDENTS OF CUBA, IRAN, NORTH KOREA, SYRIA AND THE CRIMEA REGION: DIAMONIUM TOKENS ARE NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED IN CUBA, IRAN, NORTH KOREA, SYRIA, THE CRIMEA REGION OR ANY OTHER COUNTRY OR TERRITORY THAT IS SUBJECT OF COUNTRY-WIDE OR TERRITORY-WIDE SANCTIONS.
THE INFORMATION CONTAINED IN THIS SITE AND THIS AGREEMENT DO NOT CONSTITUTE A PROSPECTUS OR OFFERING DOCUMENT, OR AN OFFER TO SELL OR AN INVITATION, ADVERTISEMENT OR SOLICITATION OF AN OFFER TO BUY SECURITIES. DIAMONIUM TOKENS ARE NOT AN INVESTMENT. DIAMONIUM TOKENS ARE NOT INVESTMENT PRODUCTS BUT WILL BE REQUIRED TO USE THE CLOSED NETWORK OF BUSINESS MERCHANTS AND SHOPPERS WHEN IT IS COMPLETED. THERE SHOULD BE NO EXPECTATION OF FUTURE PROFIT OR GAIN FROM THE PURCHASE OF DIAMONIUM TOKENS.
THE SITE IS NOT INTENDED FOR USE BY ANYONE UNDER THE AGE OF 18. DIAMONIUM TOKENS MAY NOT BE PURCHASED THROUGH THE SITE BY ANYONE UNDER THE AGE OF 18. BY USING THE SITE AND/OR PURCHASING DIAMONIUM TOKENS THROUGH THIS SITE, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER.
If you have any questions relating to these Terms & Conditions, please contact us at email@example.com
1. SCOPE OF TERMS
1.1. Scope. Unless otherwise stated herein, this Agreement governs only your Purchase of DIAMONIUM Tokens from us during the Sale Period.
1.4. White Paper. DIAMONIUM has prepared a white paper, available on our Site, which describes the proposed uses of the DIAMONIUM Tokens (the “White Paper”). The White Paper is of a descriptive nature only, and is not binding and do not form part of these Terms and Conditions.
2. DIAMONIUM TOKEN SALE PROCEDURES AND SPECIFICATIONS
2.1. General. DIAMONIUM intends to distribute a limited number of DIAMONIUM Tokens (the “DIAMONIUM Token Sale”). Important information about the procedures and specifications of our DIAMONIUM Token Sale is provided in Exhibit A, including, but not limited to, details regarding the timing and pricing of the DIAMONIUM Token Sale, the amount of DIAMONIUM Tokens that will be offered and our anticipated use of the DIAMONIUM Token Sale proceeds. BY PURCHASING DIAMONIUM TOKENS, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND HAVE NO OBJECTION TO THESE PROCEDURES AND SPECIFICATIONS.
2.2. Final Sale. Your Purchase of DIAMONIUM Tokens from us during the Sale Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel DIAMONIUM Token purchase requests at any time in our sole discretion.
2.3. Not an Oﬀering of Securities. Purchaser acknowledges and agrees that the sale of DIAMONIUM Tokens and the DIAMONIUM Tokens themselves are not an investment, security, share or equity interest, debt or loan nor a derivative instrument of any of the foregoing. This Agreement and all other documents referred to in this Agreement, do not constitute a prospectus or oﬀering document and are not an oﬀer to sell nor the solicitation of an oﬀer to buy an investment, security, share, equity interest or debt nor a derivative interest of any of the foregoing.
2.4. Not an Investment. Purchaser should not participate in the DIAMONIUM Token Sale or Purchase DIAMONIUM Tokens for investment purposes. The Purchase of DIAMONIUM Tokens pursuant to this Agreement is not designed for investment purposes and should not be considered as a type of investment. DIAMONIUM Tokens may not be transferred until the end of the Sale Period and are subject to certain vesting periods as set forth below in Exhibit A. Purchaser acknowledges, understands and agrees that Purchaser should not expect, and there is no guarantee or representation or warranty by DIAMONIUM, that (a) DIAMONIUM Tokens will be listed for trading on any exchange, or (b) the DIAMONIUM Platform will be adopted as described in the White Paper or any other DIAMONIUM published information and not in a diﬀerent or modified form.
2.5. Not for Speculation. Purchaser acknowledges and agrees that Purchaser is not purchasing DIAMONIUM Tokens for purposes of investment or speculation or for immediate resale or other financial purposes. Purchaser acknowledges and agrees that Purchaser has no expectation of economic benefit or profit from purchasing DIAMONIUM Tokens. Purchaser agrees that if Purchaser determines to transfer DIAMONIUM Tokens, Purchaser will not portray DIAMONIUM Tokens to prospective transferees as an investment opportunity to obtain an economic benefit or profit.
3. NO OTHER RIGHTS CREATED
3.1. No Claim, Loan or Ownership Interest. The Purchase of DIAMONIUM Tokens (a) does not provide Purchaser with rights of any type with respect to DIAMONIUM or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary or other financial or legal rights, (b) is not a loan to DIAMONIUM and (c) does not provide Purchaser with any ownership or other interest in DIAMONIUM.
3.2. Intellectual Property. DIAMONIUM retains all right, title and interest in all of DIAMONIUM’s intellectual property, including, without limitation, inventions, ideas, discoveries, software, processes, marks, methods, information and data, whether or not protectable by patent, copyright or trademark. A purchaser may not use any of DIAMONIUM’s intellectual property for any reason without DIAMONIUM’s prior written consent.
4.1. Acknowledgement. You expressly acknowledge that you have carefully reviewed and understand and assume the risks associated with purchasing, holding and using DIAMONIUM Tokens as disclosed and explained in Exhibit B. BY PURCHASING DIAMONIUM TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS, INCLUDING THAT DIAMONIUM TOKENS MAY HAVE NO VALUE.
5. THE SMART ASSET OR SMART CONTRACT SYSTEM
5.1. DIAMONIUM shall allow other “Smart Assets” or “Smart Coins” to utilise its blockchain at its sole discretion. DIAMONIUM shall exercise reasonable endeavors to have the Smart Asset approved by business qualified people within DIAMONIUM regard to both its complimentary use and/or its effect on the performance of the DIAMONIUM Blockchain, however, DIAMONIUM takes no responsibilty as to the performance or reputational risk involved from allowing independant Smart Assets to operate off the DIAMONIUM Blockchain.
5.2. Notwithstanding Section 5.1, Smart Asset or Smart Contract technology is still in an early stage of development and its application is currently of an experimental nature, which carries significant performance, operational, technological, financial, regulatory and reputational risks. Accordingly, while any internal audit conducted shall raise the level of security and accuracy of the Smart Asset or Smart Contract System, you acknowledge, understand and accept that the audit does not amount to any form of warranty, representation or assurance (in each case whether express or implied) that the Smart Asset or Smart Contract System and DIAMONIUM Tokens are fit for a particular purpose or that they are free from any defects, weaknesses, vulnerabilities, viruses or bugs which could cause, inter alia, the complete loss of USD, ETH and/or BTC contributions and/or DIAMONIUM Tokens.
6.1. Your Obligations. You are responsible for implementing reasonable measures for secure access to the device, wallet, vault or other storage mechanism you use to Purchase, receive and hold DIAMONIUM Tokens you Purchase from us, including any requisite private key(s), usernames, passwords or other login or 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 DIAMONIUM Tokens. We are not responsible for any such losses. You understand and agree that all Purchases of DIAMONIUM Tokens are non-refundable and you will not receive money or crypto-currency or other compensation for any DIAMONIUM Tokens purchased.
6.2. KYC process and government compliance. You accept that you will trade your DIAMONIUM ONLY after having successfully passed through our KYC process and/or the KYC process of DIAMONIUM. This means that DIAMONIUM will not be distributed until you have passed through this screening successfully. If you fail to pass the KYC screening you will not be able to trade or transfer your DIAMONIUM and You agree that DIAMONIUM may use your submitted information in any way required by law or deemed necessary and that your crypto-currency used to purchase DIAMONIUM will not be refunded to you. Failing a to pass a KYC process, you will have the opportunity to transfer to any person that has a valid account opened after first submitting a transfer request and that a transfer request MUST be submitted within 6 weeks of failing to pass the KYC Identification process. A valid user account on DIAMONIUM is required to transfer your Tokens failing to pass the KYC Identification process because your Tokens can only be delivered to a valid operational account.
7. PERSONAL INFORMATION
8.1. Tax Treatment. Diamonium Tokens are global in nature and the purchase price that you pay for DIAMONIUM Tokens is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your Purchase of DIAMONIUM Tokens for your particular jurisdiction, 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 in your jurisdiction. We are not responsible for withholding, collecting, reporting or remitting any sales, use value added or similar tax arising from your Purchase of DIAMONIUM Tokens.
8.2. Acknowledgement. You acknowledge, understand and agree that (a) the Purchase and receipt of DIAMONIUM Tokens may have tax consequences for you, (b) you are solely responsible for compliance with your tax obligations, and (c) DIAMONIUM bears no liability or responsibility with respect to any tax consequences to you associated with or arising from the creation, ownership, use or liquidation of DIAMONIUM Tokens or any other action or transaction related to the DIAMONIUM Platform or the DIAMONIUM Token Sale.
9. REPRESENTATIONS AND WARRANTIES
9.1. Representations by Purchaser. By purchasing DIAMONIUM Tokens, you represent and warrant that:
9.1.1. You have read and understand this Agreement (including all Exhibits) and the White Paper;
9.1.2. You have the necessary authority and consent to accept these Terms & Conditions, to enter into a binding agreement with DIAMONIUM and to perform the obligations set out herein;
9.1.3. The acceptance of these Terms & Conditions and the entry into a binding agreement with DIAMONIUM shall not result in any breach of, be in conflict with, or constitute a material default under: (i) any provision of the Purchaser’s constitutional or organizational documents (in the case of a corporate entity including, without limitation. any company or partnership); (ii) any provision of any judgment, decree or order imposed on the Purchaser by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which the Purchaser is a party or by which the Purchaser is bound;
9.1.4. You have suﬃcient knowledge and experience in business and financial matters, including a suﬃcient understanding of blockchain or cryptographic tokens and other digital assets, smart assets, smart contracts, token storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of your Purchase of DIAMONIUM Tokens, including, but not limited to, the matters set forth in this Agreement and to appreciate the risks and implications of purchasing DIAMONIUM Tokens, and you are able to bear the risks thereof, including loss of
all amounts paid, loss of DIAMONIUM Tokens and liability to the DIAMONIUM Parties (as defined in Section 11.1) and others for your acts and omissions, including, without limitation, those constituting breach of this Agreement, negligence, fraud or willful misconduct;
9.1.5. You have obtained suﬃcient information about DIAMONIUM Tokens to make an informed decision to Purchase DIAMONIUM Tokens with Bitcoin or Ethereum Tokens or any other Tokens accepted by Diamonium;
9.1.6. You understand that DIAMONIUM Tokens confer only the right to provide and receive services on the DIAMONIUM Platform, and confer no other rights of any form with respect to DIAMONIUM, including, but not limited to, any voting, distribution, redemption, liquidation or other financial and legal rights;
9.1.7. You are not purchasing DIAMONIUM Tokens for any uses or purposes other than to provide or receive services on the DIAMONIUM Platform, including, but not limited to, any investment, speculative or other financial purposes;
9.1.8. You are not a PRC Person, a South Korea Person, a New York Person or a person located, organized or resident in Cuba, Iran, North Korea, Syria or the Crimea Region or any other country or territory that is subject of world-wide or territory wide sanctions;
9.1.9. You have all requisite power and authority to execute and deliver this Agreement, to purchase or use the DIAMONIUM Tokens and to carry out and perform your obligations under this Agreement;
9.1.10. If you are an individual, you are at least 18 years old and of suﬃcient legal age and capacity to aquire DIAMONIUM Tokens;
9.1.11. If you are an entity, Purchaser is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business;
9.1.12. Your Purchase of DIAMONIUM Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to, (a) legal capacity and any other threshold requirements in your jurisdiction for the Purchase of DIAMONIUM Tokens and entering into this Agreement with us, (b) any foreign exchange or regulatory restrictions applicable to such Purchase, and (c) any governmental or other consents that may need to be obtained;
9.1.13. You will comply with any tax obligations applicable to you arising from your Purchase of DIAMONIUM Tokens;
9.1.14. The funds you use to Purchase DIAMONIUM Tokens, are not derived from or related to any unlawful activities, including, but not limited to, money laundering or terrorist financing (See 8.1.16-18), and you will not use the DIAMONIUM Tokens to finance, engage in or otherwise support any unlawful activities;
9.1.15. All payments by you under this Agreement will be made only in your name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.) as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time;
9.1.16. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with or constitute a default under, with or without the passage of time or the giving of notice (a) any provision of Purchaser’s organizational documents, if applicable, (b) any provision of any judgment, decree or order to which you are a party, by which you are bound, or to which any of your assets are subject, (c) any agreement, obligation,
duty or commitment to which you are a party or by which you are bound or
(d) any laws, regulations or rules applicable to you;
9.1.17. The execution and delivery of, and performance under, this Agreement requires no approval or other action from any governmental authority or person other than you;
9.1.18. To the extent required by applicable law in your resident country, you comply with all anti-money laundering (“AML”) and counter the financing of terrorism (“CFT”) requirements, including, but not limited to, (a) the applicable financial recordkeeping and reporting requirements of Currency and Foreign Transactions Reporting Acts, (b) any applicable money laundering statutes of all jurisdictions in which you are located, resident, organized or operate, and the rules and regulations thereunder, and/or (c) any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental authority to which you are subject ((a) through (c) collectively, the “AML/CFT Laws”);
9.1.19. Neither you, nor any person having a direct or indirect beneficial interest in you or DIAMONIUM Tokens being acquired by you, or any person for whom you are acting as agent or nominee in connection the purchase of DIAMONIUM Tokens, (a) is the subject of economic or financial sanctions or trade embargoes administered or enforced by any country or government, including, but not limited to, those administered by the U.S. government through the Oﬃce of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom or any other applicable jurisdictions (collectively, “Sanctions”), (b) is located, organized or resident in Cuba, Iran, North Korea, Syria, the Crimea Region or any other country or territory that is the subject of country-wide or territory-wide Sanctions, (c) is listed in any Sanctions-related list of sanctioned persons, including, but not limited to, those maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom and/or (d) is directly or indirectly owned or controlled by any person or persons described in the foregoing clauses (a) through (c);
9.1.20.Any contribution to be made by you for the purchase of DIAMONIUM Tokens is not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing activities;
9.1.21. You shall not use DIAMONIUM Tokens to finance, engage in, or otherwise support any unlawful activities;
9.1.22.If you are purchasing DIAMONIUM Tokens on behalf of any entity, you are authorized to accept this Agreement on such entity’s behalf and such entity will be responsible for breach of this Agreement by you or any other employee or agent of such entity (references to “you” in this Agreement refer to you and such entity jointly);
9.1.23. You shall provide an accurate mobile number as your digital wallet address to DIAMONIUM for receipt of any DIAMONIUM Tokens distributed to you by DIAMONIUM;
9.1.24.You understand and accept the risks of contributing to early stage blockchain start-up business and acknowledge that these risks are substantial. You further warrant and represent that your contribution does not represent a meaningful or substantial proportion of your wealth or net worth, and that you are willing to accept the risk of loss associated with the contribution made under these Terms & Conditions; and
9.1.25.In connection with the purchase of the DIAMONIUM, you represent to DIAMONIUM the following:
You will provide to DIAMONIUM or to its nominee, immediately upon request, information that at DIAMONIUM’s sole discretion, deems necessary or appropriate in order to maintain compliance with any federal, state, local, domestic or foreign law, regulation or policy, including any “Know Your Customer” requirements and policies or any judicial process. Such information or documents may include but are not limited to, passports, driver’s licenses, utility bills, photographs, government identification cards or sworn statements, or, if you are an entity, proof of legal existence such as a government-issued certificate of incorporation or notarized formation documents, and Diamonium or its nominee, may keep a copy of such information and disclose such information and documents in order to comply with applicable laws, regulations, rules or agreements. You acknowledge that DIAMONIUM may refuse to distribute DIAMONIUM Tokens to you until such requested information is provided as in accordance with Clause 6.
10. THIRD PARTY USED AS A PLATFORM FOR SALE OF DIAMONIUM TOKENS
10.1. Sale of the DIAMONIUM Tokens is conducted through the Diamonium Platform using its own Blockchain. The purchased DIAMONIUM Tokens would be available for use upon distribution by Company as set forth in Exhibit A of this Agreement.
10.2. Any use of DIAMONIUM Tokens will be governed primarily by other applicable terms and policies, which will be available in your DIAMONIUM Wallet upon the distribution of DIAMONIUM Tokens ( “Diamonium Terms and Conditions of Use”). DIAMONIUM Terms and Conditions may change from time to time at DIAMONIUM’s sole discretion with the amended Diamonium Terms and Conditions posted instead of the previous version.
11.1. Scope of Indemnity. To the fullest extent permitted by applicable law, Purchaser will indemnify, defend and hold harmless DIAMONIUM and its past, present and future employees, oﬃcers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, aﬃliates, franchisees, licensees, agents, distributors, country/town/region representatives, predecessors, successors and assigns (the “ DIAMONIUM Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses of any kind (including legal fees) arising from or relating to (a) Purchaser’s purchase or use of the DIAMONIUM Tokens, (b) Purchaser’s use of the DIAMONIUM Smart Asset or Smart Contracts, (c) Purchaser’s responsibilities or obligations under this Agreement, (d) Purchaser’s breach or violation of this Agreement, (e) any inaccuracy in any representation or warranty of Purchaser, (f ) Purchaser’s violation of any rights of any other person or entity and/or (g) any act or omission of Purchaser that is negligent or unlawful, or constitutes willful misconduct.
11.2. DIAMONIUM Rights. DIAMONIUM reserves the right, at its option, to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 11.1. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other written agreement between you and DIAMONIUM.
12.1. DISCLAIMER BY DIAMONIUM. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) DIAMONIUM 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 DIAMONIUM TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, UTILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR TITLE AND NON-INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT THE DIAMONIUM TOKENS OR THE DIAMONIUM SMART CONTRACTS ARE RELIABLE, CURRENT OR ERROR-FREE OR MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE DIAMONIUM TOKENS OR DIAMONIUM SMART CONTRACTS WILL BE CORRECTED; (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT (i) THAT THE DIAMONIUM TOKENS, THE DELIVERY MECHANISM FOR DIAMONIUM TOKENS OR THE DIAMONIUM SMART CONTRACTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (ii) THE ABILITY OF ANYONE TO PURCHASE OR USE THE DIAMONIUM TOKENS, AND (iii) THAT THE PROCESS OF PURCHASING THE DIAMONIUM TOKENS, RECEIVING THE DIAMONIUM TOKENS OR USING THE DIAMONIUM SMART CONTRACTS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE DIAMONIUM TOKENS OR DIAMONIUM SMART CONTRACTS ARE RELIABLE AND ERROR-FREE. AS A RESULT, PURCHASER ACKNOWLEDGES AND UNDERSTANDS THAT PURCHASER MAY NEVER RECEIVE DIAMONIUM TOKENS AND MAY LOSE THE ENTIRE AMOUNT PURCHASER PAID TO AQUIRE DIAMONIUM.
12.2. Exclusions. Some jurisdictions do not allow for the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers. If these laws apply to you, some or all of the limitations or exclusions may not apply to you, and you may have additional rights.
13. LIMITATION OF LIABILITY
13.1. No Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER DIAMONIUM NOR THE DIAMONIUM PARTIES ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY LEGAL THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR YOUR PURCHASE OF DIAMONIUM TOKENS, OR YOUR USE OF THE DIAMONIUM SMART
CONTRACTS. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PURCHASE PROCESS IS TO NOT MAKE A PURCHASE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF DIAMONIUM FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT
(INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU TO DIAMONIUM DIRECT FOR THE DIAMONIUM TOKENS. THE FOREGOING LIMITATIONS WILL NOT LIMIT OR EXCLUDE LIABILITY FOR GROSS NEGLIGENCE, FRAUD,WILLFUL OR RECKLESS MISCONDUCT OF DIAMONIUM NOR SHALL IT LIMIT OR EXCLUDE ANY LOSSES FOR WHICH, AS A MATTER OF APPLICABLE LAW, IT WOULD BE UNLAWFUL TO LIMIT OR EXCLUDE LIABILITY.
13.2. Exclusions. Some jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages. If these laws apply to you, some or all of the limitations or exclusions may not apply to you, and you may have additional rights.
14. DATA PROTECTION
14.1. If we make an information request in accordance with Section 9.1.25, we may require you to provide information and documents relating to (without limitation):
• your identity;
• your address;
• the source used for the purposes of acquiring DIAMONIUM Tokens;
• any other documents or data from which you can be identified (together your “Personal Data”).
14.2. We will not disclose your Personal Data except as expressly permitted under these Terms & Conditions and otherwise only with your prior consent. However, we may be required to disclose your Personal Data and/or certain other information about you to the extent required by applicable law or by an order of a court or competent governmental or regulatory authority. By accepting these Terms & Conditions, you expressly agree and consent to your Personal Data being disclosed to third parties to any extent required for the purposes of compliance with applicable law.
14.3. We shall process your Personal Data in accordance with the Data Protection Act of your jurisdiction (“Data Protection Act”), and you agree that we, as the data controller, may directly or through our service providers or agents process your Personal Data for any one or more of the following purposes:
• the purchase of DIAMONIUM Tokens and the processing of transactions related to the DIAMONIUM Token Sale pursuant to these Terms & Conditions;
• providing you with information about us and our range of services;
• compliance with any requirement imposed by applicable law or by an order of a court or competent governmental or regulatory authority;
• management of enquiries and complaints;
• opening, maintaining or operating a DIAMONIUM account in your Company’s name;
• subject to Section 15, resolving any Disputes with you;
• producing summary information for statistical, regulatory and audit purposes;
• any other reasonable purposes in accordance with applicable law.
14.4. Under the Data Protection Act you have a right to access your Personal Data held by us, and it is your responsibility to inform us of any changes to your Personal Data to ensure such data remains accurate. You also have a right to object to your Personal Data being processed for the purposes of direct marketing. You agree to provide a written request to us should you wish to enforce these rights.
14.5. You agree that we may, for the purposes set out in Section 14.3, permit the transfer of your Personal Data to any jurisdiction, whether or not inside the European Economic Area, and that by accepting these Terms & Conditions you authorize and expressly consent to the processing of your Personal Data by us, our agents and/or our service providers, provided that where your Personal Data is processed by entities other than us, our agents or our service providers, we shall seek your prior written consent in respect of such processing.
14.6. You acknowledge, accept and understand that these Terms & Conditions, insofar as they relate to the controlling and processing of your Personal Data by DIAMONIUM, our agents and/or service providers, are only relevant to the processing of your Personal Data for the purposes set out in Section 14.3, In order to access the DIAMONIUM Platform and provide or receive services therein or otherwise use and interact with the DIAMONIUM Platform, you will be required to accept the Platform Terms and Policies which shall also set out the terms and conditions under which your Personal Data is collected, stored and processed (as well as your individual rights under applicable data protection laws) in connection with your use of the DIAMONIUM Platform.
15. DISPUTE RESOLUTION; ARBITRATION
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION SECTION AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS CLAUSE REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH DIAMONIUM AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
15.1. 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 DIAMONIUM (i) waive your and DIAMONIUM’s respective rights to have any and all Disputes arising from or related to these Terms & Conditions resolved in a court, and (ii) waive your and DIAMONIUM’s respective rights to a jury trial. Instead, you and DIAMONIUM agree to 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.
15.2. No Class Arbitrations, Class or Representatives Actions: Any Dispute arising out of or related to these Terms & Conditions is personal to you and DIAMONIUM 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.
15.3. Arbitration Rules: Any dispute arising out of or in connection with these Terms & Conditions, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of Hong Kong International Arbitration Centre found at http://www.hkiac.org/ (“HKIAC Rules”), which are available at http://www.hkiac.org/sites/default/files/ck_filebrowser/PDF/arbitration/2013_hkiac_rules.pdf and are deemed to be incorporated by reference in this Section 15. By agreeing to be bound by these Terms & Conditions, you either (i) acknowledge and agree that you have read and understood the HKIAC Rules, or (ii) waive your opportunity to read the HKIAC Rules and any claim that the HKIAC Rules are unfair or should not apply for any reason.
15.4. 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 DIAMONIUM shall be sent by e-mail to DIAMONIUM at firstname.lastname@example.org. Notice to you shall be sent to any email address you provide to us in writing in a notice. 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 DIAMONIUM cannot agree how to resolve the Dispute within thirty (30) days after the date that the notice is received by the applicable Party, then either you or DIAMONIUM may, as appropriate and in accordance with this Section 15, commence an arbitration proceeding or, to the extent specifically provided for in Section 15.1, file a claim in court.
15.5. Process. Any arbitration will occur in Gibraltar. The arbitration will be conducted confidentially by a single arbitrator appointed in accordance with the HKIAC Rules. The language to be used in the arbitral proceedings shall be English. The governing law of these Terms & Conditions shall be the substantive law of Hong Kong and the Hong Kong court will have exclusive jurisdiction over any appeals and the enforcement of an arbitration decision.
15.6. Authority of Arbitrator. These Terms & Conditions, the applicable HKIAC Rules and the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court, provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these Terms & Conditions. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
15.7. Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this Section 15 is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this Section 15 will remain valid and enforceable. Further, the waivers set forth in Section 15.2 above are severable from the other provisions of these Terms & Conditions and will remain valid and enforceable, except as prohibited by applicable law.
16. ELECTRONIC NOTICES
16.1. Consent to Electronic Delivery. You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively “Communications”) that DIAMONIUM provides in connection with your Purchase of DIAMONIUM Tokens or use of the DIAMONIUM Smart Contracts or Smart Assets. You agree that DIAMONIUM may provide these Communications to you by posting them on the Site, by emailing them to you at the email address you provide and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier’s normal, messaging, data and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy.
16.2. Withdrawal of Consent. You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to email@example.com. If you decline or withdraw consent to receive electronic Communications, DIAMONIUM may suspend or terminate your ability to Purchase DIAMONIUM Tokens.
17.1. Governing Law and Venue. Subject to Section 15, these Terms & Conditions and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with Hong Kong law.
17.2. Severability. If any term, clause or provision of this Agreement is held unlawful, void or unenforceable, then that term, clause or provision will be severable from this Agreement 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 this Agreement.
17.3. Entire Agreement. This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by any DIAMONIUM Party about the DIAMONIUM Tokens or the DIAMONIUM Platform. Headings are for information purposes only.
17.4. Assignment. You may not assign or transfer any of your rights or obligations under this Agreement without prior written consent from DIAMONIUM, including by operation of law or in connection with any change of control. DIAMONIUM may assign or transfer any or all of its rights under this Agreement, in whole or in part, without obtaining your consent or approval.
17.5. Waiver. Our failure or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver thereof. All waivers by DIAMONIUM must be unequivocal and in writing to be eﬀective.
17.6. Force Majeure. You understand and agree that DIAMONIUM shall not be liable and disclaims all liability to you in connection with any force majeure event, including acts of God, labor disputes or other industrial disturbances; electrical, telecommunications, hardware, software or other utility failures; software or smart contract bugs or weaknesses; earthquakes, storms, or other nature-related events; blockages, embargoes, riots, acts or orders of government; acts of terrorism or war; technological change; changes in interest rates or other monetary conditions; or other matters beyond the reasonable control of DIAMONIUM, including changes to any blockchain-related protocol.
17.7. No Partnership; No Agency; No Third-Party Beneficiaries. Nothing in this Agreement and no action taken by the Parties shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties. Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, either Party as the agent of the other Party for any purpose. No Party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other Party. This Agreement does not create any third-party beneficiary rights in any person.
17.8. Modifications. We reserve the right to make changes or modifications to this Agreement from time to time, in our sole discretion. If we make changes to this Agreement, we will provide notice of such changes, which may include sending you an email, providing notice on the homepage of the Site, and/or posting an amended Agreement, and updating the “Last Updated” date above. The modified Agreement will become eﬀective upon posting and will apply to any Purchase or use of DIAMONIUM Tokens made after the modified Agreement becomes eﬀective.
17.9. Termination. Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate your right to Purchase DIAMONIUM Tokens, at any time and for any reason, and you acknowledge and agree that DIAMONIUM shall have no liability or obligation to you in such event to the fullest extent permitted by applicable law.
DIAMONIUM Token Sale Procedures and Specifications
TIMING OF TOKEN SALE
The token sale will begin as advertised on the diamonium.org website and shall be in two parts. The DIAMONIUM Initial Token Sale will end when the $60m USDT Hard Cap is met. The DIAMONIUM Main Token Sale will begin after the ITO period until the Reserve Tokens have been sold. The foregoing is subject to Paragraph 6 below.
1. DIAMONIUM Token Sale Structure
a. Name of Token: DIAMONIUM
b. Initial Token Hard Cap: Equivalent of USDT $60m (sixty million USDT Tether Dollars).
c. Main Token Hard Cap: Five (5) Billion Diamonium Tokens (Pricing TBA).
d. Initial Token Offering Supply: 1B Tokens
Main Token Offering Token Supply: 5B Tokens
Tokens may be adjusted depending on bonuses applied to each sale of DIAMONIUM Tokens.
e. Crypto Currencies Accepted: Ethereum (ETH) and Bitcoin (BTC).
Other Tokens may become acceptable during the ITO Period.
2. Method and Terms of Contributions
a. You may make a contribution to DIAMONIUM during the DIAMONIUM Token Sale in the manner described in this paragraph 2 of Exhibit A.
b. Contributions to be made in ETH must be sent from an ETHEREUM wallet in respect of which you can identify your public key. Your public key shall be required to verify your ETH contribution to DIAMONIUM and to enable DIAMONIUM to issue DIAMONIUM Tokens to you. ETH contributions shall be sent to DIAMONIUM’s ETHEREUM wallet address specified on the Token Launch website.
d. Contributions to be made in BTC must be sent from a BITCOIN wallet in respect of which you can identify your public key. Your public key shall be required to verify your BTC contribution to DIAMONIUM and to enable DIAMONIUM to issue DIAMONIUM Tokens to you. BTC contributions shall be sent to DIAMONIUM’s BITCOIN wallet address specified on the Token Launch website.
e. To the extent that any third-party website, service or smart-contract oﬀers to receive contributions and issue DIAMONIUM Tokens or facilitates the allocation or transfer of DIAMONIUM Tokens in any way during the DIAMONIUM Token Sale, such third-party websites or services are, unless expressly set out in these Terms & Conditions or mentioned on the DIAMONIUM website, not authorized by DIAMONIUM nor do they have any legal or commercial relationship in any way with DIAMONIUM, the DIAMONIUM Platform or DIAMONIUM Tokens.
f. For the purposes of paragraph 2(e) above, Southern Logistics Limited is authorised by the DIAMONIUM Association to receive contributions and issue DIAMONIUM Tokens on behalf of DIAMONIUM.
g. Purchasers that send contributions in a manner that does not confirm with the methods of contribution described in these Terms & Conditions; or to any third- party website, wallet address, service or smart contract that oﬀers DIAMONIUM Tokens in a manner set out in paragraph (e) above, risk losing their entire contribution and DIAMONIUM shall not be responsible or liable for recovering or returning any such contributions to the Purchaser not shall DIAMONIUM be responsible or liable for any losses incurred by the Purchaser in this respect.
3. DIAMONIUM Token Price and Conversion
a. During the DIAMONIUM Initial Token Sale, the price attributed to DIAMONIUM Tokens shall be $0.05 USDT Per Token.
b. Where a contribution is made under the terms of these Terms & Conditions in crypto-currency, the value that such currency shall be determined by DIAMONIUM referring to such exchanges as DIAMONIUM shall decide in its sole and absolute discretion (the “Conversion”), in order to calculate the DIAMONIUM Tokens that will be issued to the Purchaser. DIAMONIUM shall not be responsible or liable for any losses which may be suﬀered by the Purchaser as a result of the Conversion, nor shall DIAMONIUM be liable for any errors in the rates of exchange published by any exchange.
4. DIAMONIUM Token Sale Terms
a. INITIAL TOKEN OFFERING TOTAL HARD CAP USDT $60 MILLION OVER FIVE ROUNDS
PERIOD CAP Per Token (USDT)
Round 1 $20M $0.05
Round 2 $10M $0.10
Round 3 $10M $0.15
Round 4 $10M $0.20
Round 5 $10M $0.25
Precise Start Dates will be advertised on the website.
b. MAIN TOKEN OFFERING – HARD CAP 5 BILLION DIAMONIUM
DIAMONIUM RESERVES THE RIGHT IN ITS SOLE DISCRETION TO WITHHOLD THE TOKEN OFFERING TO OTHER DATES OR METHODS AS IT DEEMS APPROPRIATE.
Subject to compliance with this paragraph 4, delivery of DIAMONIUM Tokens shall be made to the Purchaser approximately three weeks after the Closing Date by sending DIAMONIUM Tokens to the DIAMONIUM wallet address notified by the purchaser to DIAMONIUM in accordance with the foregoing paragraph.
On receipt of your contribution, such contribution shall immediately become the sole and exclusive property of DIAMONIUM who shall be entitled to apply the contribution towards the development of the DIAMONIUM Platform and other operating expenses. The application of your contribution shall be determined by us acting in our sole and absolute discretion and we shall be under no obligation to inform you or otherwise verify how your contribution is used.
5. Bonus for Large Purchasers
Purchasers who commit to purchase DIAMONIUM Tokens during the Sale Period valued at 200 ETH or more, will be eligible for a bonus. All such bonuses will be discussed individually with each potential buyer.
6. Duration of DIAMONIUM Token Sale
DIAMONIUM reserves the right in its sole discretion, to change the date and/or time when the Sale Period will begin and further reserves the right in its sole discretion, to extend the duration of the DIAMONIUM Token Sale up to 3 times with each extension being 60 days (the “Extension Period”), for any reason, including the unavailability of the Site or other unforeseen security or procedural issues. During the Extension Period, DIAMONIUM reserves the right to implement and/or change DIAMONIUM Token Sale Terms.
7. Vesting and Discounts
a. The vesting schedule is as follows:
i. DIAMONIUM Workers: 2 years, linear vesting.
ii. Large Volume Purchasers (i.e., those who Purchase DIAMONIUM Tokens valued at a total of 1,000 ETH or more in a single transaction): 6 months vesting period, 16.67% vesting each month, with a 3-month cliﬀ.
8. Token Allocation
a. Six per cent (6%) of DIAMONIUM Tokens will be allocated to the DIAMONIUM Public Token Offering.
b. Four per cent (4%) of DIAMONIUM Tokens will be created and retained by Southern Logistics Limited and its Partners as the founding Company and to be distributed to DIAMONIUM’s founders and Partners as an incentive to ensure long-term alignment of interests and commitment to the tokens and their future value.
c. DIAMONIUM shall create and reserve Ninety per cent (90%) of DIAMONIUM Tokens (Reserve Tokens).
(i) ETHEREUM OWNERS: Forty-five per cent (45%) will be reserved for owners of Ethereum up to Block Height 6 Million or up to to the Block Height that DIAMONIUM deems at its sole discretion. The take-up of DIAMONIUM Tokens by Ethereum Owners will be outlined in a separate document (“ETHEREUM OWNER TERMS & CONDITIONS FOR FREE TAKE-UP OF DIAMONIUM TOKENS”) with Terms and Conditions separate to this document and released at the end of the Initial Token offering.
(ii) JOINT VENTURES, ACQUISITIONS AND PROMOTERS – As Diamonium is a crypto-currency that has in its design a one-track drive and focus to become usable by every person globally, a further 45% of the Reserve Tokens will be distributed to DIAMONIUM’s Country Leaders, City Leaders and Regional Developers as in accordance with the programmed reward system as an incentive to propagate the DIAMONIUM Token usage globally and ensure long-term alignment of interests and commitment to the tokens and their future value. Furthermore, these Reserve Tokens will be used as forks of commercial merchant trading companies, digital currencies, joint ventures, and other promoters that builds usage and commercial liquidity for the Diamonium Token Holders. All Reserve Tokens have a maximum 24 month vesting period.
9. Refusal of Contribution and Refund Policy
a. DIAMONIUM reserves the right to refuse or reject any contribution made at any time in its sole and absolute discretion. To the extent that we refuse or reject a contribution, we will exercise reasonable endeavors to procure that the contribution is returned to the Purchaser, however, DIAMONIUM does not warrant, represent or oﬀer any assurances that DIAMONIUM will successfully be able to recover and/or return any such contribution.
b. Subject to the foregoing paragraphs and except to the extemt required by applicable law, all contributions received by DIAMONIUM under these Terms & Conditions are final and purchasers shall not be entitled to claim any refund or reimbursement of contributions from DIAMONIUM.
c. During any period of suspension or in the event that the DIAMONIUM Token Sale is aborted, the Contribution System will no longer be able to receive and accept contributions, create DIAMONIUM Tokens and/or issue DIAMONIUM Tokens to purchasers. Purchasers who send us contributions (after we publish a notice that the DIAMONIUM Token Sale has been suspended or aborted in accordance with this paragraph) risk losing their entire contribution and we shall not be responsible or liable for recovering or returning any such contributions to the Purchaser nor shall we be responsible or liable for any losses incurred by such Purchasers in this respect. Purchasers are therefore strongly advised to check our website before sending a contribution.
10. Distribution of DIAMONIUM Tokens and Trading
Purchasers will receive access to their DIAMONIUM Tokens after the Wallets are released for trading between users.
11. Non receipt of Crypto Currency Funds
If your crypto-currency funds have not been received in the DIAMONIUM BTC or ETH wallets or any other cryptocurrency accepted for the acquisition of DIAMONIUM then you will be totally responsible to chase up the transfer with whatever wallet supplier you have used and indemnify DIAMONIUM from any further requirement to investigate such transfer.
12. Failure to Follow Procedures
a. Failure to follow the procedures set forth in this Agreement and otherwise in connection with the DIAMONIUM Token Sale may result in Purchaser not receiving any DIAMONIUM Tokens.
b. During the DIAMONIUM Token Sale, receipt or purchase of DIAMONIUM Tokens through any other means other than through the Site are not sanctioned or agreed to in any way by DIAMONIUM. The Purchaser should take great care that the website used to purchase DIAMONIUM Tokens has the following domain locator “diamonium.org”.
13. Token Functionality
a. Ownership of DIAMONIUM Tokens carries no rights, whether express or implied, other than a limited potential future right or expectation to use and interact with the DIAMONIUM Platform as may be made available from time to time, (as further described in this Annex), if and to the extent the DIAMONIUM Platform is successfully developed and deployed. Any potential future right or expectation relating to the provision and receipt of services on the DIAMONIUM Platform shall be subject to any restrictions and limitations set out in these Terms & Conditions and/or the Platform Terms and Policies (as applicable).
b. You acknowledge and accept that DIAMONIUM Tokens do not represent or constitute:
i. any ownership right or stake, share, equity, security, commodity, bond, debt instrument or any other financial instrument or investment carrying equivalent rights;
ii. any right to receive future revenues, shares or any other form of participation or governance right from, in or relating to DIAMONIUM and/or the DIAMONIUM Platform;
iii. any form of money or legal tender in any jurisdiction, nor do they constitute any representation of money (including electronic money); or
iv. the provision of any goods and/or services as at the date that these Terms & Conditions form a binding agreement between the Parties.
c. Protections oﬀered by applicable law in relation to the acquisition, storage, sale and/or transfer of the instruments and/or investments of the types referred to in the sub-clauses of paragraph 13 shall not apply to any contribution made under these Terms & Conditions for the acquisition of DIAMONIUM Tokens or to your storage, sale and/or transfer of DIAMONIUM Tokens.
d. DIAMONIUM makes no warranties or representations and oﬀers no assurances (in each case whether express or implied) that DIAMONIUM Tokens shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the DIAMONIUM Platform.
14. Intended functionality of DIAMONIUM Tokens
DIAMONIUM Tokens will be an essential utility for users of the DIAMONIUM Platform as they will enable interaction within the DIAMONIUM Platform and will act as the main driver of the DIAMONIUM ecosystem. DIAMONIUM Tokens will eﬀectively operate as an “in-app currency”, the sole purpose of which is to allow users to participate on the DIAMONIUM Platform. It is envisaged that users of the Platform will be able to undertake the following tasks using DIAMONIUM Tokens:
a. Paying for Goods and Services that are Members of the Virtual Global Co-operative and Trade Exchange;
b. Transferring Tokens to Exchanges for the purpose of trading in crypto-currencies or other digital currency;
c. Transferring Tokens to other Members with accounts for gifting purposes;
d. Paying for services conducted by DIAMONIUM in regards to the Blockchain.
DIAMONIUM Tokens do not have any functionality or utility outside the DIAMONIUM Platform and trade ecosystem. The functionality and utility of DIAMONIUM Tokens will therefore be limited to interacting with users/content within the confines of a single platform. DIAMONIUM Tokens will not have any functionality or utility outside the DIAMONIUM Platform other than crypto-currency exchanges, if and when listed. It is therefore intended that DIAMONIUM Tokens will continuously circulate within the DIAMONIUM Platform ecosystem of users. The DIAMONIUM Platform will therefore be structured as a “closed system” insofar as the use of DIAMONIUM Tokens is concerned. Whilst it is possible that a secondary market could develop for trading DIAMONIUM Tokens, DIAMONIUM will not create such secondary markets nor will it act as an exchange for DIAMONIUM Tokens. To the extent a secondary market or exchange for trading DIAMONIUM Tokens does develop, it would be run
and operated wholly independently of DIAMONIUM, the DIAMONIUM Token Sale and the DIAMONIUM Platform.
15. Possibility of change to the intended functionality of DIAMONIUM Tokens
PLEASE NOTE THAT WE ARE IN THE PROCESS OF UNDERTAKING A LEGAL AND REGULATORY ANALYSIS OF THE FUNCTIONALITY OF DIAMONIUM TOKENS IN THE JURISDICTIONS WE INTEND ON TRADING. FOLLOWING THE CONCLUSION OF THIS ANALYSIS, WE MAY DECIDE TO AMEND THE INTENDED FUNCTIONALITY OF DIAMONIUM TOKENS IN ORDER TO ENSURE COMPLIANCE WITH ANY LEGAL OR REGULATORY REQUIREMENTS TO WHICH WE ARE SUBJECT. WE SHALL PUBLISH A NOTICE ON OUR WEBSITE OF ANY CHANGES THAT WE DECIDE TO MAKE TO THE FUNCTIONALITY OF DIAMONIUM TOKENS AND IT IS YOUR RESPONSIBILITY TO REGULARLY CHECK OUR WEBSITE FOR ANY SUCH NOTICES. ON THE CONLCUSION OF THIS ANALYSIS, WE WILL DECIDE WHETHER OR NOT TO CHANGE THE FUNCTIONALITY OF DIAMONIUM TOKENS.
Certain Risks Associated with the Purchase, Sale and Use of DIAMONIUM Tokens and Use of the DIAMONIUM Smart Contracts or Smart Assets.
IMPORTANT NOTE: DIAMONIUM Tokens are not being structured or sold as securities or as any other form of investment product. Accordingly, none of the information presented in this Exhibit B is intended to form the basis for any investment decision, and no specific recommendations are intended.
By purchasing, holding and using DIAMONIUM Tokens, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to DIAMONIUM Tokens Due to Loss of Recovery Keys(s).
DIAMONIUM Tokens purchased by you may be held in a digital wallet or vault, which requires a private key or a combination of private keys for access. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing DIAMONIUM Tokens will result in loss of such DIAMONIUM Tokens, as well as access to your DIAMONIUM Token balance. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service you use, may be able to misappropriate your DIAMONIUM Tokens. DIAMONIUM is not responsible for any such losses.
2. Risks Associated with the DIAMONIUM Protocol.
Because DIAMONIUM Tokens are based on the DIAMONIUM protocol, any malfunction, breakdown or abandonment of, or attack on, the DIAMONIUM protocol and the Blockchain may have a material adverse eﬀect on the DIAMONIUM Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the DIAMONIUM Tokens by rendering ineﬀective the cryptographic consensus mechanism that underpins the DIAMONIUM protocol. Upgrades by DIAMONIUM to the DIAMONIUM platform, a change in how transactions are confirmed on the DIAMONIUM platform may have unintended adverse eﬀects on DIAMONIUM Tokens. The DIAMONIUM blockchain is at an early stage of development, and it is not fully known whether the DIAMONIUM blockchain will be able to sustain long-term operation of large-scale transaction.
3. Unknown Impact of Proposed Changes to DIAMONIUM.
The DIAMONIUM Foundation has laid out a road map for the improvement and further development of the original graphene blockchain. While some of the future proposals oﬀer promises to better the Blockchain, it is uncertain when these new improvements will be introduced and whether they will be successful. In particular, proposals to greatly increase blockchain security and jurisdictional compliance is, at the time of the DIAMONIUM Token Sale, not imminent. A proposal to add and change the consensus and transaction process from the current Delegated Proof-of-Stake algorithm to a Delegated Proof-of-Authourity (DPoA) algorithm will have a yet-to-be-seen impact for the DIAMONIUM network.
4. Prices for Transactions.
All transactions over the DIAMONIUM blockchain, including the transfer of DIAMONIUM Tokens, have a real- world cost. While at this point in time, transaction prices for basic transactions over the DIAMONIUM network are nominal, there is no certainty that transaction prices will not increase, in order to make the validating and authourising of transactions trading of DIAMONIUM Tokens over the DIAMONIUM de-centralised Blockchain commercially feasible.
5. DIAMONIUM Blockchain May be Superseded.
While today, in our view, the DIAMONIUM blockchain technology presents the most promising advances in blockchain technology, there is no guarantee that DIAMONIUM will not be supplanted by competing protocols that improve upon the DIAMONIUM technology. The Graphene and DIAMONIUM blockchain technology is open-source, meaning that anyone can copy and disseminate the same code with modifications. It is not known whether the DIAMONIUM platform will become the predominant protocol adopted globally by the industry. If DIAMONIUM is surpassed or superseded with new open source technology, then DIAMONIUM may adopt such new technology if DIAMONIUM in its sole discretion deems that the impact of such technology would create a decline in DIAMONIUM usage or if the DIAMONIUM Token usage and adoption declines as a result on new technology released in the market.
6. Blockchain Changes and Timing.
On the DIAMONIUM blockchain, timing of block production is set to 3 seconds determined by DPoA consensus protocol so block production can occur at fixed times. The DIAMONIUM blockchain may be prone to periodic congestion during which transactions can be delayed or even lost and in such circumstances and DIAMONIUM may change timing of Block production. Purchaser acknowledges and understands that DIAMONIUM and its block producers are not liable if any technology failures and losses that may arise from such.
7. Risk of Hacking and Security Weakness.
DIAMONIUM Tokens may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the DIAMONIUM Blockchain or Smart Contracts or the DIAMONIUM 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 DIAMONIUM platform rests on open-source software and DIAMONIUM Tokens are based on open-source software, there is the risk that DIAMONIUM Blockchain may contain intentional or unintentional bugs or weaknesses which may negatively aﬀect the DIAMONIUM Tokens or result in the loss of Purchaser’s DIAMONIUM Tokens, the loss of Purchaser’s ability to access or control Purchaser’s DIAMONIUM Tokens. In the event of such a software bug or weakness, there may be no remedy and holders of DIAMONIUM Tokens are not guaranteed any remedy, refund, or compensation.
8. Uncertain Regulatory Framework.
The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is diﬃcult to predict how or whether governmental authorities will regulate such technologies. It is likewise diﬃcult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will aﬀect cryptographic tokens, digital assets, blockchain technology, and its applications. Such changes could negatively impact DIAMONIUM Tokens in various ways, including, for example, through a determination that DIAMONIUM Tokens are regulated financial instruments that require registration or through the imposition of onerous liquidity requirements. DIAMONIUM may cease the distribution of DIAMONIUM Tokens, the development of the DIAMONIUM Platform, or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
9. Legal and Regulatory Factors Relating to Our Business Model Might Present Barriers to Success.
DIAMONIUM operates in a new and developing legal and regulatory environment concerning initial token sales, blockchain and smart contracts. There is no established body of law or court decisions in any country concerning blockchain and smart contracts, and the law regarding initial token sales is developing. As a result, it is possible that there could be legal disputes over the interpretation of smart contracts between members of the DIAMONIUM community, thus undermining the attractiveness of smart contracts to DIAMONIUM users. Further, it is diﬃcult to predict how regulators and lawmakers might respond to the use of smart locks and smart contracts in rental relationships.
Moreover, the crowdsourced security deposit network or other aspects of the platform could face regulatory scrutiny or could be determined by regulators to be subject to currently existing or future licensing and/or registration requirements in one or more jurisdictions. To the extent licenses or other authorisations are required in one or more jurisdictions in which DIAMONIUM operates or will operate, there is no guarantee we will be granted such licenses or authorisations. We may also need to change our business model to comply with these licensing and/or registration requirements. Uncertainty in how the legal and regulatory environment will develop could negatively impact DIAMONIUM’s business operations and revenue streams, thus posing a risk to the usefulness of the DIAMONIUM Tokens you purchased in the DIAMONIUM Token Sale.
10. Risk of Government Action.
While we do not believe the sale of DIAMONIUM Tokens constitutes a public oﬀering of securities in those jurisdictions where the oﬀering is being made, this conclusion may not be the case. In addition, public policy towards token sales is evolving, and it is conceivable that regulators may in the future seek to broaden the scope of regulation of token sales. If the DIAMONIUM Token Sale becomes subject to registration, prospectus or licensing requirements in a particular jurisdiction, we may be found liable if we have not complied with the applicable registration, prospectus or licensing requirements, and this would delay or potentially postpone the proposed DIAMONIUM Token Sale indefinitely. The use of blockchain technology and cryptocurrency in the trading of goods and services is relatively in its infancy and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of DIAMONIUM and/or pursue enforcement actions against DIAMONIUM. Such governmental activities may or may not be the result of targeting DIAMONIUM in particular. All of this may subject DIAMONIUM to judgments, settlements, fines or penalties, or cause DIAMONIUM to restructure its operations and activities or to cease oﬀering certain products or services, all of which could harm DIAMONIUM’s reputation or lead to higher operational costs, which may, in turn, have a material adverse eﬀect on the DIAMONIUM Tokens and/or the DIAMONIUM Platform.
11. Risk of Fluctuation of Bitcoin Ethereum or other Currency.
Proceeds of the sale of DIAMONIUM Tokens will be denominated in BTC and ETH and may be converted into other cryptographic or fiat currencies. If the value of ETH or other currencies fluctuates unfavourably during or after the Sale Period, DIAMONIUM may not be able to fund development in the manner that is intended.
12. Lack of Interest.
A lack of use or public interest in the DIAMONIUM Platform could negatively impact the potential utility of DIAMONIUM Tokens.
13. DIAMONIUM is Unable to Implement its Future Model.
DIAMONIUM’s model is a startup and as such has no track record and has assembled a team to grow DIAMONIUM. However, it is possible that DIAMONIUM will not be able to successfully implement future components of its model, such as triple ledger security system, mobile cryptocurrency system, govt compliance systems, artificial intelligence system, stabilisation of retail trading, to name a few new innovations. If DIAMONIUM is unable to operationalise these features, or the market does not respond positively to them, some or all of the usefulness of the DIAMONIUM Tokens you purchased in the DIAMONIUM Token Sale may be at risk, despite any corrective actions DIAMONIUM may take.
14. Ability to Transact or Resell.
You may be unable to sell or otherwise transact in DIAMONIUM Tokens at any time, or for the price you paid. You acknowledge, understand and agree that: (a) DIAMONIUM Tokens may have no value; (b) there is no guarantee or representation of liquidity for DIAMONIUM Tokens; and (c) DIAMONIUM is not responsible for the market value of DIAMONIUM Tokens, the transferability and/or liquidity of DIAMONIUM Tokens and/or the availability of any market or exchange for DIAMONIUM Tokens through third parties or otherwise.
15. DIAMONIUM Tokens are Non-Transferable Until Initial ITO ends.
You acknowledge and understand that DIAMONIUM Tokens are not transferable until after the end of the Initial Token Sale Period. You further acknowledge and understand that DIAMONIUM reserves the right to terminate the sale process at any time and withdraw any unsold DIAMONIUM Tokens from the DIAMONIUM Token Sale. Once the DIAMONIUM Token Sale has been stopped and subject to applicable vesting periods, DIAMONIUM Tokens will become transferable, although this does not mean there will be a market through which you can transfer them.
16. DIAMONIUM May Modify or Stop the Sale at Any Time.
Purchaser acknowledges and understands that DIAMONIUM may modify the timing, sale price, and number of DIAMONIUM Tokens available for sale at any time during the Sale Period. Purchaser further acknowledges and understands that DIAMONIUM reserves the right to terminate the sale process at any time and withdraw any unsold DIAMONIUM Tokens from the sale process. If the sale process has been stopped prematurely, DIAMONIUM Tokens purchased by Purchaser may not be transferable.
17. Sending Tokens from Exchange and Counterparty Risks.
If you send BTC or ETH to the DIAMONIUM BTC or ETH wallets from an exchange or account that you do not control, pursuant to the DIAMONIUM Token Sale, DIAMONIUM Tokens may be allocated to the cryptocurrency account that has sent BTC and ETH; therefore, you may never receive or be able to recover your DIAMONIUM Tokens. By using the DIAMONIUM Token sales system, and/or by purchasing DIAMONIUM Tokens, you acknowledge and agree that you will not send BTC and ETH to the DIAMONIUM wallets direct through an exchange account and/or if you do pay for DIAMONIUM Tokens direct from on a cryptocurrency exchange or with another third party, you do so at your own and sole risk.
18. Other Risks Associated With The DIAMONIUM Token Sale.
Risks include turnover in a company’s management team, volatility in cryptocurrency markets, the possibility of increasing regulation of cryptocurrency exchanges, the potential for a post-facto government investigation of a token sale, suboptimal ability of participants to conduct due diligence on a company undertaking a token sale, and other risks. Potential token buyers should weigh these risks against the possible future benefits before deciding to participate in the DIAMONIUM Token Sale.
19. Taxation Risks.
The use of DIAMONIUM Tokens as a form of settlement currency may or may not be subject to local income tax, capital gain taxes, VAT, GST, or other forms of taxes. This uncertainty in tax legislation may expose merchants and customers alike to unforeseen future tax consequences associated with the use of DIAMONIUM Tokens as a settlement currency, and/or the trading of DIAMONIUM Tokens for capital gains.
20. Capital Control Risks.
Many jurisdictions, such as China, impose strict controls on the cross-border flow of capital. Holders of DIAMONIUM Tokens may be subject to these regulations and/or arbitrary enforcement of such regulations at any time. This would make the transfer of DIAMONIUM Tokens out of the local jurisdiction to overseas exchanges an unlawful activity exposing the user of DIAMONIUM Tokens to government fines or other regulatory sanction.
21. Countering the Financing of Terrorism (“CFT”) and Anti-Money Laundering (“AML”) Regulations. The United States has issued a series of regulations to combat terrorist financing and money- laundering activities. Many other countries have enacted similar legislation to control the flow of capital for such illicit activities. In the event that licenses, registrations, or other authorisations are required under applicable CFT and/or AML regulations in a Jurisdiction to operate the DIAMONIUM Platform, there is no guarantee that DIAMONIUM will be able to successfully obtain such authorisations. In addition, any illicit use of the DIAMONIUM Tokens by bad actors could breach such regulations and seriously impact the global reputation of the DIAMONIUM Platform. In such event, it is conceivable that this could trigger scrutiny by CFT and AML regulators and potentially cause significant disruption to the distribution and circulation of DIAMONIUM Tokens.
22. Changes to the DIAMONIUM Platform.
Although DIAMONIUM intends for the DIAMONIUM Platform to have the features and specifications set forth in the White Paper, DIAMONIUM may make changes to such features and specifications for any number of reasons.
23. Reliance on Third Parties.
DIAMONIUM anticipates relying on third parties to develop and build out the Platform. DIAMONIUM may be unable to retain third parties with the requisite expertise, and those it does retain may not adequately perform their obligations under an agreement with DIAMONIUM.
24. Risks Associated with DIAMONIUM’s Business.
DIAMONIUM’s success depends on its continued innovation to provide new, and improve upon existing technology and services that make its Platform useful for users. As a result, DIAMONIUM must continually invest significant resources in research and development to improve the attractiveness and comprehensiveness of its products and services and eﬀectively incorporate new mobile, internet, blockchain and other technologies into them. If DIAMONIUM is unable to continue oﬀering high-quality, innovative products and services, it may be unable to attract additional users or retain current users, which could harm the DIAMONIUM cryptocurrency ecosystem, results of operations and financial condition of the DIAMONIUM Foundation.
In addition, DIAMONIUM’s success depends on its ability to continue to attract users to its Platform and enhance their engagement with DIAMONIUM’s Blockchain. DIAMONIUM’s existing and potential competitors include, but are not limited to, companies that operate, or could develop international, national and trade exchange systems. These companies could devote greater technical and other resources than DIAMONIUM has available, have a more accelerated timeframe for deployment and leverage their existing user bases and proprietary technologies to provide products and services that users might view as superior to DIAMONIUM’s oﬀerings. If users begin to access e-commerce through other media and DIAMONIUM fails to innovate, results of growth operations and Token Value may be negatively impacted. Any of DIAMONIUM’s future or existing competitors may introduce diﬀerent solutions that attract users or provide solutions similar to DIAMONIUM’s but with better branding or marketing resources. If DIAMONIUM is not able to continue to attract users to its Platform, DIAMONIUM’s business, results of operations and financial condition would be harmed.
DIAMONIUM’s future success also substantially depends on the success of the Forc Event (Future of Retail Currency) scheduled to be one of the largest events in crypto-history and the beginning of the launch to recruit merchants to the eco-system scheduled in Mid 2019. For any number of reasons, the BIG FORC EVENT may not be able to attract the number of people to attend or may be cancelled and cause adverse publicity to the brand of DIAMONIUM.
Finally, the merchants and shoppers that are the potential users of the DIAMONIUM Platform are aﬀected by local, regional, national and international economic conditions and other events and occurrences that aﬀect the market for trading. A protracted decline in economic conditions will cause downward pressure on DIAMONIUM’s usage as a result of lower activity in the market.
25. Unanticipated Risks.
Cryptographic tokens such as DIAMONIUM Tokens are a new and untested technology. In addition to the risks included in this Exhibit B, there are other risks associated with your Purchase, holding and use of DIAMONIUM Tokens, including those that DIAMONIUM FOUNDATION cannot anticipate.