Gaze Coin Crowd-Sale Terms and Conditions

Last Updated: October 6 , 2017
GAZE COIN PTY LTD

TERMS OF TOKEN SALE

PLEASE READ THESE TERMS OF SALE CAREFULLY. NOTE THAT SECTION 14 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.

Your purchase of Gaze Coins (“GZE”) during the GZE crowd-sale period (“Sale Period”) from Gaze Coin Pty Ltd (“Company,” “we,” or “us”) is subject to these Terms of Sale (“Terms”).  Each of you and Company is a “Party,” and together the “Parties.”

By purchasing GZE from us during the Sale Period and/or using GZE in connection with the Ecosystem (as defined below), 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 support@gazecoin.io.

You and Company agree as follows

  1. Purpose and Use of GZE in Connection with the Ecosystem

GZE are intended to be used for targeted advertising and other attention-based transactions and services (the “Services”) in the virtual reality and augmented reality (“AR/VR”) world, as facilitated through a decentralized AR/VR ecosystem that Company and its affiliates are developing (the “Ecosystem”).  Important additional details regarding the Services and Ecosystem are provided in Exhibit A.

Ownership of GZE carries no rights, express or implied, other than the right to use GZE as a means to obtain Services, and to enable usage of and interaction with the Ecosystem, if successfully completed and deployed. In particular, you understand and accept that GZE do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to vote or receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Ecosystem, and/or Company and its corporate affiliates, other than rights relating to the receipt of Services and use of the Ecosystem, subject to limitations and conditions in these Terms and applicable Ecosystem Terms and Policies (as defined below). GZE are not intended to be a digital currency, security, commodity or any other kind of financial instrument.

  1. Scope of Terms

Unless otherwise stated herein, these Terms govern only your purchase of GZE from us during the Sale Period.

The use of GZE in connection with the Services or Ecosystem may be governed by other applicable terms and policies (collectively, the “Ecosystem Terms and Policies”).  Any Ecosystem Terms and Policies we promulgate will be available at https://gazecoin.io.  We may add terms or policies to the Ecosystem Terms and Policies in our sole discretion, and may update each of the Ecosystem Terms and Policies from time to time according to modification procedures set forth therein.  To the extent of any conflict with these Terms, the Ecosystem Terms and Policies shall control with respect to any issues relating to the use of GZE in connection with the Services or Ecosystem.

  1. Cancellation; Refusal of Purchase Requests

Your purchase of GZE from us during the Sale Period is final, and there are no refunds or cancellations except (a) if the Minimum Threshold is not reached, pursuant to applicable procedures set forth in Exhibit B or (b) as may be required by applicable law or regulation.  We reserve the right to refuse or cancel GZE purchase requests at any time in our sole discretion.

  1. GZE Sale Procedures and Specifications

Important information about the procedures and material specifications of our GZE sale is provided in Exhibit B, including, but not limited to, details regarding the timing and pricing of the GZE sale, the amount of GZE we will sell, and our anticipated use of the GZE sale proceeds. By purchasing GZE, you acknowledge that you understand and have no objection to these procedures and material specifications.

  1. Acknowledgment and Assumption of Risks

You acknowledge and agree that there are risks associated with purchasing GZE, holding GZE, and using GZE in connection with the Services and Ecosystem, as disclosed and explained in Exhibit C. If you have any questions regarding these risks, please contact us at support@gazecoin.io.  BY PURCHASING GZE, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.

  1. Security

You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold GZE you purchase from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s).  If your private key(s) or other access credentials are lost, you may lose access to your GZE.  We are not responsible for any such losses.

  1. Personal Information

We may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable law or regulation in connection with selling GZE to you. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell GZE to you until you provide such requested information and we have determined that it is permissible to sell you GZE under applicable law or regulation.

  1. Taxes

The purchase price that you pay for GZE is exclusive of all applicable taxes.  You are responsible for determining what, if any, taxes apply to your purchase of GZE, 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 GZE.

  1. Representations and Warranties

By transferring Ether to the smart contract system (“Smart Contract System”, as explained in Exhibit B) to purchase GZE from us, you represent and warrant that:

  • You have read and understand these Terms (including all Exhibits);
  • You have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens like Bitcoin and Ether, 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 GZE;
  • You have carefully reviewed the code of the Smart Contract System located on the Ethereum blockchain at the addresses set forth in Exhibit B and fully understand and accept the functions implemented therein;
  • You have obtained sufficient information about GZE to make an informed decision to purchase GZE;
  • You understand the restrictions and risks associated with the creation of GZE by the Smart Contract System as set forth herein, and acknowledge and assume all such risks;
  • You understand, acknowledge and assume the risks associated with the purchase, holding and use of GZE in connection with the Services and Ecosystem, as explained and disclosed in Section 5 and Exhibit C;
  • You understand that GZE confer only the right to receive Services and to access the Ecosystem, and confer no other rights of any form with respect to the Ecosystem or Company or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
  • You are purchasing GZE solely for the purpose of receiving Services, accessing the Ecosystem, and supporting the development, testing, deployment and operation of the Ecosystem, being aware of the commercial risks associated with the Company and the Ecosystem. You are not purchasing GZE for any other purposes, including, but not limited to, any investment, speculative or other financial purposes;
  • Your purchase of GZE complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other applicable legal requirements in your jurisdiction for purchasing GZE, using GZE, and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
  • You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of GZE;
  • If you are purchasing GZE on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);
  • You are not resident or domiciled in New York State or purchasing GZE from a location in New York State;
  • You are not (i) a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services.  If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf; and
  • You understand and acknowledge that title to, and risk of loss of, GZE you purchase from Company and receive from the Smart Contract System passes from Company to you in the Commonwealth of Australia.
  1. Indemnification
  • To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of GZE, (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.
  • Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 10(a).  This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.
  1. Disclaimers  

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) GZE ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO GZE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT GZE ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN GZE WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT GZE OR THE DELIVERY MECHANISM FOR GZE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to you.

  1. Limitation of Liability
  • TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF GZE OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE GZE, EXCEED THE AMOUNT YOU PAY TO US FOR GZE.
  • THE LIMITATIONS SET FORTH IN SECTION 12(A) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.
  • 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.
  1. Release

To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.  You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

 

  1. Dispute Resolution; Arbitration

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS ADDITIONAL PROVISIONS APPLICABLE ONLY TO INDIVIDUALS LOCATED, RESIDENT, OR DOMICILED IN THE UNITED STATES. IF YOU ARE LOCATED, RESIDENT, OR DOMICILED IN THE UNITED STATES, THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

  • Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (i) waive your and Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and Company’s respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
  • No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
  • International Arbitration Act. The enforceability of this Section 14 will be both substantively and procedurally governed by and construed and enforced in accordance with the International Arbitration Act 1974 (Cth) (the “IAA”), to the maximum extent permitted by applicable law.
  • Notice; Informal Dispute ResolutionEach Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by e-mail to Company at support@gazecoin.io. Notice to you shall be by email to the then-current email address in your Account.  Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this Section 14, commence an arbitration proceeding or, to the extent specifically provided for in Section 14(a), file a claim in court.
  • Any arbitration will occur in Sydney, New South Wales, Commonwealth of Australia. Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the The Australian Centre for International Commercial Arbitration (ACICA), which are hereby incorporated by reference. The state and federal courts located in Sydney, New South Wales will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county where you reside if the Dispute meets the requirements to be heard in small claims court.
  • Authority of ArbitratorAs limited by the IAA, these Terms and the applicable ACICA rules, 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 action, which is prohibited by these Terms. 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.
  • Rules of ACICAThe rules of ACICA and additional information about ACICA are available on the ACICA website. By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the rules of ACICA, or (ii) waive your opportunity to read the rules of ACICA and any claim that the rules of ACICA are unfair or should not apply for any reason.
  • Severability of Dispute Resolution; Arbitration. If any term, clause or provision of this Section 14 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 14 will remain valid and enforceable. Further, the waivers set forth in Section 14(b) are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
  1. Governing Law and Venue

These Terms will be governed by and construed and enforced in accordance with the laws of the Commonwealth of Australia, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction.  Any Dispute between the Parties arising out or relating to these Terms or its subject matter or formation (including non-contractual Disputes of claims) that is not subject to arbitration will be resolved in the courts of the Commonwealth of Australia.

  1. Severability

If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

  1. Miscellaneous

These Terms constitute the entire agreement between you and us relating to your purchase of GZE from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at https://gazecoin.io and update the “Last Updated” date above. We may also attempt to notify you through the GZE website at https://gazecoin.io. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.  We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing GZE from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.

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Exhibit A

Description of Company, Ecosystem, and GZE

  1. Overview of Company and Affiliates

The Company is a privately held company with limited liability incorporated in the Commonwealth of Australia. Company will have primary responsibility for the provision of Services and for administering the development of certain aspects of the Ecosystem.

  1. Overview of Current Ecosystem

The ecosystem includes an API that can be plugged into any virtual world or immersive content. This API allows gaze control (the mechanic of how VR worlds are consumed by audiences) to be measured and monetised. This happens by connecting worlds to the Gaze Coin Mixed Reality platform - powered by the Gaze Coin blockchain . This provides them with a suite of dev tools.  Specifically VR/AR producers can create their own worlds with their own branded currencies - monetising worlds with themes as diverse as entertainment to med tech.  Inside these worlds every interaction is measured and tracked in the Gaze Coin blockchain. These interactions spawn micro transactions that reward audiences  for engaging and content providers for supplying. Audiences can then take their earned coins and exchange them for other currencies in worlds that are now connected by the very ecosystem that Gaze Coin creates.

  1. Development of Ecosystem with GZE Functionality and Services

The Company now intends to introduce new components into the Ecosystem in the form of GZE and an accompanying GZE wallet (together, “GZE Functionality”).  GZE is based on the Ethereum protocol and conforms to the ERC20 standard. GZE will be the utility token for conducting transactions and obtaining Services on the Ecosystem.

Currently, it is anticipated that the primary services (“Services”) to be facilitated through GZE and the Ecosystem, as developed and made available by Company, will relate to targeted advertising, promotions and other attention-based commercial uses.  However, GZE may also be used by publishers and advertisers for unlocking premium content.  Additionally, users will have the ability to donate GZE to individual content providers and publishers, among other charitable purposes.

Further details regarding the Ecosystem are described in the Gaze Coin Blockchain VR/AR Token Whitepaper (“Whitepaper”), which is available on the Gaze Coin website at https://gazecoin.io. The information contained in the Whitepaper and Gaze Coin’s website are of descriptive nature only, and do not, unless explicitly incorporated herein, form part of the Terms.

Although the Company intends to develop the Ecosystem in the manner generally described above and in the Whitepaper, it reserves the right to modify features, functionalities or development plans in its sole and absolute discretion.

 

Exhibit B

Token Sale Procedures and Specifications

  1. Total Number of GZE to be Created and Sold

The amount of GZE that will be created is such that 70% of all GZE is owned by the crowd.

  1. Commencement and Duration of Token Sale

The Company’s sale of GZE will begin at 11am [New York] time on December 10, 2017 and continue for eleven (11) days (the “Sale Period”).

If less than US $2,000,000 is received by Company during the Sale Period (the “Minimum Threshold”), each purchaser will have the possibility to initiate the transfer of the respective amount of Ether submitted to the Smart Contract System from the Smart Contract System’s address back to the address used by that purchaser to transfer Ether to the Smart Contract System.

  1. GZE Price

The exact rate between GZE to ETH will be determined just prior to smart contract deployment. It will be the equivalent of US $0.35 worth of ETH for 1 GZE.

  1. Procedures for Buying and Receiving GZE

In order to purchase GZE during the Sale Period, and to receive the GZE you purchase, you must have an Ethereum wallet that supports the ERC20 token standard.  Company reserves the right to prescribe additional wallet requirements.

Approximately forty-eight (48) hours prior to the commencement of the Sale Period, Company will publish an address for the GZE sale via https://gazecoin.io. To initiate a purchase of GZE during the Sale Period, you must send an amount of Ether to an Ethereum address (the “GZE Token Address”) that will be provided to you only after you agree to these Terms by clicking the “I Agree with the Terms – View the GZEToken Address” button at the bottom of these Terms.  Sending Ether to the GZEToken Address during the Sale Period triggers a smart contract operation, pursuant to which the Smart Contract System will automatically create and deliver the GZE token at the end of the ICO to the ERC20 wallet address from which the Ether were sent.

Ether must be sent to the GZEToken Address during the Sale Period in order to purchase and receive GZE.  Sending Ether to any other address may result in loss of Ether.  Attempted transactions to purchase GZE will be rejected if Ether is sent to the GZEToken Address at any time before or after the Sale Period.

The Smart Contract System is deployed by Company from the Commonwealth of Australia , and is programmed so that all transactions it executes will be executed in the Commonwealth of Australia. As such, title to, and risk of loss of, GZE created and delivered by the Smart Contract System passes from Company to purchasers in the Commonwealth of Australia.

  1. Company GZE and User Growth Pool

10% of the total supply of GZE will be allocated to a “User Growth Pool”, which we will administer to incentivize use of the Ecosystem. The User Growth Pool is intended to reward content owners for providing premium content experiences for free for Ecosystem users. GZE received as a reward can only be used for transactions on the Ecosystem. Once the User Growth Pool is exhausted, it will be discontinued, and no new GZE will be created for or transferred to the User Growth Pool.

  1. Use of Proceeds from GZE Token Sale

The Ether that Company receives for GZE sold to purchasers during the Sale Period, up to 156,250 Ether, will be used to compensate engineers, staff and contractors, cover operating costs and marketing expenses, and to address other administrative and unforeseen costs.

The following is an estimated, illustrative allocation of these budget items, which Company reserves the right to modify in its sole and absolute discretion:

  • Game Development (estimated 48% of proceeds).
    • This budget item will support Company’s team of engineers who are developing the Ecosystem and making necessary adjustments to the development of the existing Dream Channel and related technology.
    • More specifically, Company’s engineering team currently intends to focus on the following steps based on funding milestone:
      • Create GZE API/Wallet;
      • Create Virtual/Augmented real estate (Connected 3D VR/AR worlds + social network engine;
      • Create procedural engine driving automated virtual world generation;
      • Create navigation systems/tollways between worlds: The wormhole transport system;
      • Create choose-your-own-adventure story engine;
      • Create mixed reality platform;
      • Create epic mixed reality game;
      • Encourage migration of all user transactions to the Ecosystem;
      • Add alternate metrics based on advertiser feedback, and facilitate development of decentralized audit trail based on such metrics;
      • Encourage, and coordinate with, partners in building applications for the Ecosystem; and
      • Explore and build other value-added services and functionalities for the Ecosystem.
    • Marketing (estimated 22% of proceeds).
      • This budget item will be used for marketing to expand awareness and adoption of the Ecosystem, including the GZE, among users, publishers, and advertisers.
      • It will also be used for broader development, growth and maintenance of the Dream Channel community.
    • Contractor's (estimated 13% of proceeds).
      • This budget item will focus on third-party engineering, promotional work, growth hacking, public relations, and affiliate program partnerships.
    • Administration (estimated 10% of proceeds).
      • This budget item will entail legal, accounting and other professional services fees; physical infrastructure and security costs; and other associated administration costs.
    • Contingency (estimated 7% of proceeds).
      • This budget item is intended as a reserve to address unforeseen costs.

 

Exhibit C

Certain Risks Relating to Purchase, Sale and Use of GZE

Important Note:  As noted elsewhere in these Terms, the GZE are not being structured or sold as securities or any other form of investment product.  Accordingly, none of the information presented in this Exhibit C is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit C, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information. 

By purchasing, holding and using GZE, you expressly acknowledge and assume the following risks:

  1. Risk of Losing Access to GZE Due to Loss of Private Key(s), Custodial Error or Purchaser Error

A private key, or a combination of private keys, is necessary to control and dispose of GZE stored in your digital wallet or vault.  Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing GZE will result in loss of such GZE.  Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a digital wallet or vault service you use, may be able to misappropriate your GZE.  Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store GZE, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your GZE.  Additionally, your failure to follow precisely the procedures set forth in Section 4 of Exhibit B for buying and receiving GZE, including, for instance, if you provide the wrong address for receiving GZE, may result in the loss of your GZE.

  1. Risks Associated with the Ethereum Protocol

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

  1. Risk of Mining Attacks

As with other decentralized cryptographic tokens based on the Ethereum protocol, GZE are susceptible to attacks by miners in the course of validating GZE 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 Ecosystem and GZE, including, but not limited to, accurate execution and recording of transactions involving GZE.

  1. Risk of Hacking and Security Weaknesses

Hackers or other malicious groups or organizations may attempt to interfere with the Ecosystem or GZE 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 Ecosystem is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Ecosystem, which could negatively affect the Ecosystem and GZE, including GZE’s utility for obtaining Services.

  1. Risks Associated with Markets for GZE

GZE are intended to be used solely on the Ecosystem, and Company will not support or otherwise facilitate any secondary trading or external valuation of GZE.  This restricts the contemplated avenues for using GZE to obtain Services or access the Ecosystem, and could therefore create illiquidity risk with respect to GZE you hold.  Even if secondary trading of GZE 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 market-related risks.  Furthermore, to the extent that third-parties do ascribe an external exchange value to GZE (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.

  1. Risk of Uninsured Losses

Unlike bank accounts or accounts at some other financial institutions, GZE 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, such as the Federal Deposit Insurance Corporation, or private insurance arranged by us, to offer recourse to you.

  1. Risks Associated with Uncertain Regulations and Enforcement Actions

The regulatory status of GZE 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.  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 Ecosystem and GZE. Regulatory actions could negatively impact the Ecosystem and GZE in various ways, including, for purposes of illustration only, through a determination that GZE are a regulated financial instrument that require registration or licensing.  Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.

  1. Risks Arising from Taxation

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

  1. Risk of Alternative Ecosystems and Tokens

It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the Ecosystem and attempt to facilitate services that are materially similar to the Services. The Ecosystem may compete with these alternative platforms, which could negatively impact the Ecosystem and GZE, including GZE’s utility for obtaining Services. GZE themselves will compete with Ethereum smart contracts and other protocol tokens.  Barriers to entry are relatively low, and new Ethereum-based initial coin offerings that do or could compete with GZE are formed regularly.  Given the number of competitors and the fact that GZE is a new cryptocurrency, it is possible GZE may fail to have an adequate launch.

  1. Risk of Insufficient Interest in the Ecosystem or Distributed Applications

It is possible that the Ecosystem will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed platforms (such as the Ecosystem) more generally. Such a lack of use or interest could negatively impact the development of the Ecosystem and the potential utility of GZE, including its utility for obtaining Services.

  1. Risks Associated with the Development and Maintenance of the Ecosystem

The Ecosystem is still under development and may undergo significant changes over time. Although we intend for GZE and the Ecosystem to follow the specifications set forth in Exhibit A, and will take commercially reasonable steps toward those ends, we may have to make changes to the specifications of GZE or the Ecosystem for any number of legitimate reasons.  This could create the risk that GZE or the Ecosystem, as further developed and maintained, may not meet your expectations at the time of purchasing GZE.  Furthermore, despite our good faith efforts to develop and maintain the Ecosystem, it is still possible that the Ecosystem will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Ecosystem and the potential utility of GZE, including its utility for obtaining Services.

  1. Risk of an Unfavorable Fluctuation of Ether and Other Currency Value

The Company team intends to use the proceeds from selling GZE to fund the maintenance and development of the Ecosystem, as described further in Section 6 of Exhibit B. The proceeds of the sale of GZE will be denominated in Ether, and may, at our discretion, be converted into other cryptographic and fiat currencies. If the value of Ether or other currencies fluctuates unfavorably during or after the Sale Period, the Company team may not be able to fund development, or may not be able to develop or maintain the Ecosystem in the manner that it intended.

  1. Risk of Dissolution of the Company

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), decrease in GZE’s utility (including its utility for obtaining Services), the failure of commercial relationships, or intellectual property ownership challenges, the Ecosystem may no longer be viable to operate and the Company may dissolve.

  1. Risks Arising from Lack of Governance Rights

Because GZE confer no governance rights of any kind with respect to the Ecosystem or Company, all decisions involving the Ecosystem or Company will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue the Ecosystem, to sell more GZE for use in the Ecosystem, or to sell or liquidate the Company.  These decisions could adversely affect the Ecosystem and the utility of GZE that you hold, including GZE’s utility for obtaining Services.

  1. Risks Associated with Advertising-Supported Business Models

The Company’s growth and adoption of the Ecosystem may depend on our ability to maintain and expand our existing relationships with advertisers and publishers and our ability to develop new relationships with other advertisers and publishers within the Ecosystem. As the advertising market generates and develops new concepts and technology, we may incur additional costs to implement a more effective Ecosystem and may have to adjust to new tracking and unforeseeable technologies that could diminish the effectiveness of our “Gaze” technology and other attention-measuring metrics. Continuing to develop and improve the Ecosystem to keep up with these changes may require significant time and additional investment. If we cannot continue to develop and improve the Ecosystem to maintain competitiveness in light of such changes, the Ecosystem may not remain viable, which could negatively impact the utility of GZE, including GZE’s utility for obtaining Services.

  1. Risks Associated with New and Evolving Laws Impacting Advertising and Advertising Technology

The advertising and advertising technology ecosystems, and by extension our own Ecosystem, are subject to a variety of federal, state and international laws and regulations, including those with respect to consumer privacy, data protection, consumer protection, content regulation, network neutrality, cyber security, data protection, intellectual property (including copyright, patent, trademark and trade secret laws), defamation, child protection, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change.

In addition, new laws or regulations affecting the Company could be enacted. As the Ecosystem evolves, Company may be subject to new laws and the application of existing laws to us might change. These laws and regulations are frequently costly to comply with and may divert a significant portion of Company’s attention and resources. If we fail to comply with these applicable laws or regulations, we could receive negative publicity and be subject to significant liabilities which could adversely impact the Company, the Ecosystem and GZE, including GZE’s utility for obtaining Services.

Additionally, the advertisers and publishers within the Ecosystem are subject to industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Ecosystem and GZE, including GZE’s utility for obtaining Services.

  1. Unanticipated Risks

Cryptographic tokens such as GZE are a new and untested technology. In addition to the risks included in this Exhibit C, there are other risks associated with your purchase, holding and use of GZE, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit C.