TERMS & CONDITIONS OF BARC TOKEN SALE
The present Terms & Conditions of BARC Token sale the “Terms” govern these Terms by the natural or legal person purchasing BARC Token “You” and Octave UCME a SAS company with a capital of 51 400 Euros, whose headquarters is located at 805 Avenue Guillibert de la Lauzière 13290 Aix en Provence Les Milles, and registered at the RCS of Aix en Provence under the SIREN number 82318240 represented by its President, Samir KOLEILAT, duly authorized for the purposes herein or any of its subsidiary (BARTCOIN and its subsidiaries together, “Octave UCME,” “we,” “us” or “the Company”). Octave UCME is not subject to supervision or regulation by the French market authority or any other regulatory authority in any jurisdiction. Each of you and the OCTAVE UCME is referred to individually as a “PARTY” and collectively as the “PARTIES“.
These Terms fully and automatically govern any purchase of BARC from us by You during the pre-sale period and/or the sale period and shall prevail over any other document issued by You or us, including but not limited to the white paper or any other presentation or marketing document given for information purposes only. No person has been authorized to make any statement concerning Octave UCME or the purchase of BARC other than as set forth in the platform Terms and Policies, and any such statements, if made, must not be relied upon.
The User (You) expressly acknowledges that he/she has carefully read and understood the Terms and consent in force on the day of its acceptance and that he/she accepts them in their entirety.
Should the User disagree to these Terms, do not purchase BARC. By purchasing BARC from us during the pre-sale period and/or the sale period and/or by using BARC in connection with the platform and/or services, you expressly and unconditionally acknowledge and accept to be bound by these Terms.
The use of BARC in connection with the services or platform shall be governed by all applicable Terms and policies published at https://www.bartwallet.pro (collectively, the “PLATFORM TERMS”).
To the extent of any conflict with these Terms, the PLATFORM TERMS shall prevail with respect to any issues relating to the use of BARC in connection with the platform and/or services. The PLATFORM TERMS may be amended or supplemented at any time at the sole discretion of Octave UCME.
Prospective purchasers should inform themselves as to the legal requirements and tax consequences within their countries of citizenship, residence, domicile and place of business with respect to the acquisition, holding and/or disposal of BARC, and any foreign exchange restrictions that may be relevant thereto. The offer and sale of BARC in certain jurisdictions may be restricted by law. These Terms are not an offer to sell or a solicitation of an offer to buy, nor will any BARC be offered or sold to any person in jurisdictions in which such offer, solicitation, purchase or sale would be unlawful.
You acknowledge and agree that there are risks associated with purchasing, holding, and using BARC in connection with Octave UCME, the services and/or the platform, including but not limited to the risks detailed in the exhibit a hereunder. If You have any questions regarding these risks, please contact us at firstname.lastname@example.org by purchasing BARC, you expressly acknowledge and assume these risks.
BARC TOKENS, PLATFORM, AND SERVICES. Octave UCME intends to develop and/or is in the process of developing:
- a) A software solution based on decentralized system powered by Blockchain and Ethereum that will be accessible by users through a mobile application (the “Platform”), on which Octave UCME will offer various commercial and payment products and services, including, but not limited to, wallet, payment services, trading, money transfers services, and cryptocurrency wallets (the “Services”); and
- b) A token (“BARC”) acting as a collective governance mechanism for the Platform and Services and a revenue-sharing mechanism between Octave UCME and the token holders. Octave UCME anticipates that the key components of the Platform will include:
- a. smart contracts on the Ethereum platform for the issuance of BARC complying with the ERC20 standard (the “Smart Contract System”); and
- b. a set of decentralized applications and Blockchain solutions for crypto-currencies-related Services offered on the Platform.
Further details regarding the Platform and Services are described in the BARTCOIN whitepaper (the “Whitepaper”), which is available at https://www.bartwallet.pro the information contained in the Whitepaper is of descriptive nature only and do not form part of these Terms.
Although Octave UCME intends to develop the Platform and Services in the manner described above, it reserves the right to modify features, functionalities or development plans in its sole and absolute discretion.
Octave UCME will have primary responsibility for the provision of Services and for administering the development of certain aspects of the Platform. However, it is anticipated that certain affiliates and/or other third parties will provide administrative, technical and development services to Octave UCME in connection with the Services and Platform.
RIGHTS INCORPORATED IN BARC TOKENS. BARC incorporates no right, use or attribute, express or implied, other than, once the Platform is developed:
- a) a governance right.
- b) a financial reward.
In particular, You understand and accept that BARC does not represent or confer any ownership right or stake, share or security or equivalent rights, intellectual property rights or any other form of participation in or relating to the Platform, and/or Octave UCME and its corporate affiliates. BARC is not intended to be a security, commodity or any other kind of financial instrument.
Moreover, BARC will not incorporate any practical use in relation with the Platform or Services, and notably that BARC holders shall not be entitled to use their BARC to obtain any of the Services offered on the Platform. As such, BARC does not fall within the category of “utility tokens”.
CONDITIONS OF BARC TOKEN SALE. Octave UCME’s sale of BARC will be carried out in three stages, each beginning on the dates published at https://www.bartwallet.pro Sale M1, followed by two sales periods (the “Sale Period M2” and “Sale Period M3”). Your purchase of BARC from us during the Sale Period M1 and/or the Sale Period M2 and/or the Sale Period M3 is final. There are no refunds or cancellations available except as may be required by applicable law or regulation. Octave UCME reserve the right to refuse or cancel BARC purchase requests at any time in our sole discretion. If the Softcap is not reached Octave UCME reserves the right to cancel the ICO operation and all investors will be refunded. Unless otherwise agreed with Octave UCME, the sale price of 1 (one) BARC is equal to 1 (one) euro.
You can buy BARC on our website https://www.bartwallet.pro after opening your Bartwallet account, you can make an order to buy BARC on the dashboard. BARC can be purchased with Ethereum, Bitcoin and Fiat currency. Right after the launch, you will be able to exchange different other altcoins to BARC and vice versa on the platform of Bartwallet.
The purchase price that you pay for BARC is exclusive of all applicable taxes. You are responsible for determining what if any, taxes apply to your purchase of BARC, 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 BARC.
BARC TOKEN PURCHASE CONDITIONS PRECEDENT. BARC may only be purchased by purchasers who are Eligible Purchasers, as those Terms are defined in Exhibit B hereunder.
To purchase BARC, you will be required to:
- a. Agree to these Terms by ticking the “I Agree with the Terms” checkbox at https://www.bartwallet.pro
- b. Confirm that you are an Eligible Purchaser
- c. Agree to provide any further verification of your identity and of the source of the funds used for the purchase, as may be requested by Octave UCME, provided that 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 BARC to you (including, but not limited to, the information mentioned in hereunder). You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell BARC to you until you provide such requested information and we have determined that it is permissible to sell you BARC under the applicable laws and regulations and
- d. Transfer the relevant amount of Ether, Bitcoin or Fiat currency to Octave UCME’s corresponding wallet address/account which is/are published at https://www.bartwallet.pro.
BARC TOKEN DELIVERY. Within 7 (seven) Business Days after the date of closure of the Sale Period, Octave UCME will trigger a smart contract transaction pursuant to which the Smart Contract System will automatically create and promptly deliver the corresponding BARC to the ERC20 wallet address provided by you.
You acknowledge and agree that the smart contracts generated by the Smart Contract System will be governed by the laws of France and subject to the exclusive jurisdiction of the courts of Paris.
You are responsible for implementing reasonable measures for securing your wallets, vaults or any other storage mechanism you may use to receive and hold BARC 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 BARC. We are not responsible for any such losses.
USE OF PROCEEDS FROM BARC TOKEN SALE. The Company anticipates that proceeds will be used to cover the following costs:
- • 20% of the product will be reserved for Human Resources
- • 20% of the product will be reserved for the development and improvement of the application’s functionalities
- • 10% of the proceeds will be allocated to strategic partnerships and advisors
- • 30% of the product will be reserved for Business Development & Marketing and Public Relations Platform
- • 10% of the product will be reserved for R&D
- • 10% in working capital and costs related to the ICO and Listing exchange platform transaction
Octave UCME is not bound by this proceeds allocation scheme, which is reproduced for information purposes only. Octave UCME reserves the right to modify it at any time and in its sole discretion.
REPRESENTATIONS AND WARRANTIES. By purchasing BARC from us, you represent and warrant that:
- 1. You understand that BARC only confer the rights specified above, and do confer any other rights of any form with respect to the Platform and Services and/or Octave UCME, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights
- 2. You have read, understood and acknowledged these Terms (including all Exhibits)
- 3. You have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies like Bitcoin and Ether, of token storage mechanisms (such as token wallets), of Blockchain technologies and Blockchain-related software systems to understand these Terms and to appreciate the risks and implications of purchasing BARC
- 4. You have obtained sufficient information from Octave UCME about BARC in order to make an informed decision to purchase BARC
- 5. You understand the restrictions and risks associated with the creation, distribution, and functions of BARC by the Smart Contract System (i.e. the Ethereum ERC20 protocols intended distribute BARC as set forth herein), and acknowledge and assume such risks
- 6. You are aware of the commercial risks associated with Octave UCME, the Platform, and Services
- 7. You are not purchasing BARC for any other purposes than the rights specified above, including, but not limited to, any investment, speculative or other financial purposes
- 8. Your purchase of BARC complies with applicable law and regulation in your jurisdiction, including, but not limited to, provisions relating to legal capacity and any other applicable legal requirements for purchasing, holding, and using BARC and entering into contracts with us, any foreign exchange or regulatory restrictions applicable to such purchase, and any governmental or other consents that may need to be obtained
- 9. You will comply with any tax obligations applicable in your jurisdiction arising from your purchase of BARC
- 10. If you are purchasing BARC on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and such entity will be responsible for any 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)
- 11. You are not a citizen of or resident or domiciled in the USA, the Republic of Korea or the People’s Republic of China or purchasing BARC from a location in the USA, the Republic of Korea or the People’s Republic of China
- 12. You are not a citizen or resident of a geographic area in which access to the Platform or use of the Services is prohibited by any applicable law, decree, regulation, treaty, or administrative act, a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes (providing that you agree that, if your country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately cease using the Services)
- 13. If you are acting on behalf of a legal entity, you further represent and warrant that such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and you are duly authorized by such legal entity to act on its behalf and
- 14. To the extent permitted by law, you agree that title to, and risk of loss of BARC you purchase from Octave UCME and receive from the Smart Contract System passes from Octave UCME to you in France and that the Smart Contract is governed by the laws of France.
BARTCOIN RISK WARNING. The trading of goods and products, real or virtual, as well as virtual currencies involves significant risk. Prices can and do fluctuate on any given day. Due to such price fluctuations, you may increase or lose value in your assets at any given moment. Any currency – virtual or not – may be subject to large swings in value and may even become worthless. There is an inherent risk that losses will occur because of buying, selling or trading anything on a market.
Bartcoin trading also has special risks not generally shared with official currencies or goods or commodities in a market. Unlike most currencies, which are backed by governments or other legal entities, or by commodities such as gold or silver, Bartcoin is a unique kind of “FIAT” currency, backed by technology and trust. There is no central bank that can take corrective measure to protect the value of Bartcoin in a crisis or issue more currency.
Instead, Bartcoin is an as-yet autonomous and largely unregulated worldwide system of currency firms and individuals. Traders put their trust in a digital, decentralized and partially anonymous system that relies on peer-to-peer networking and cryptography to maintain its integrity.
Bartcoin trading is probably susceptible to irrational (or rational) bubbles or loss of confidence, which could collapse demand relative to supply. For example, confidence might collapse in Bartcoin because of unexpected changes imposed by the software developers or others, a government crackdown, the creation of superior competing alternative currencies, or a deflationary or inflationary spiral. Confidence might also collapse because of technical problems: if the anonymity of the system is compromised, if money is lost or stolen, or if hackers or governments are able to prevent any transactions from settling.
You should carefully assess whether your financial situation and tolerance for risk are suitable for buying, selling or trading Bartcoin.
We use our banking providers to receive client money and process payments. Our banking providers DO NOT transfer Bartcoin, exchange Bartcoin, or provide any services in connection with Bartcoin.
- The money received on the bank account is allocated to each user wallet, the total amount is under escrow dedicated and related to user’s owners.
- The Youseeme business model enables transactions exclusively between registered merchants and registered users. The KYC and KYCC must be completed before any E-wallet exchange, payment transfer or financial transaction takes place.
- This reduces the risk to 2 % and prevents money laundering.
- The Youseeme model doesn’t allow money withdrawal to any IBAN account. Money withdrawing can be done only to the Youseeme KYC2 user personal IBAN account or to another Youseeme user’s KYC2 IBAN account.
- Money transfers between Youseeme users cannot exceed 200 € and a maximum of 5 transactions monthly, also it is limited to 2500 € yearly.
- Repetitive transactions are closely verified.
- The Youseeme model is mainly applied to proximity transactions between users and merchants both geo-localized. 95% of the transactions are within a 10 km perimeter. Beyond that distance, a monitoring alert is sent to a human monitor.
- International transactions that take place between users or merchants are closely monitored and reported to a human monitor.
- The Youseeme E-wallet for cryptocurrencies follows the same rules and conditions. It is not designed for a large amount, high-risk speculations.
- Youseeme network and transactions are managed and protected by a very strict process, please see AML, CFT, PEP document.
ICO’s RISK WARNING. This White Paper is for discussion and pre-information purposes only. The information contained herein is subject to change. No part of this White Paper is legally binding or enforceable, nor is it meant to be, until it has been discussed, reviewed and revised by the board of directors, the board of advisors and company lawyers. Please do not copy or disseminate any part of this White Paper without including this disclaimer. The final version of this White Paper will be published as soon as adopted.
The Initial Coin Offering (hereafter, the “ICO”) project presented by OCTAVE-UCME (hereafter, the “Company”) is an unregulated fundraising operation. It poses several risks to buyers that of losing all amounts traded for tokens issued by the Company (hereafter, the “BARC”).
You acknowledge and agree that there are risks associated with purchasing, holding, and using BARC in connection with the Company’s product, services and platform developed for such products and/or services (hereafter, the “Platform”), as disclosed and explained in this White Paper and in the Terms and Condition available at https://www.bartwallet.pro If you have any questions regarding these risks, please contact us at email@example.com
BY PURCHASING BARC TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
Only people who are fully aware of these risks should participate in the ICO. Note also that the ICO excludes certain groups of people such as “U.S. Person” (within the meaning of “Regulation S” of the Securities Act 1933 under U.S. law) and private individual acting on a non-professional basis as a simple consumer (within the meaning of EU Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights).
ANTI-MONEY LAUNDERING. As part of Octave UCME’s responsibility for the prevention of money laundering and the financing of terrorism, Octave UCME and its affiliates, subsidiaries, associates or service providers may require a detailed verification of your identity, any beneficial owner underlying the account and the source of the payment.
Octave UCME and other service providers engaged to provide “KYC”(know your customer) or “AML” (anti-money laundering) related services to Octave UCME (any such other service provider, an “AML Provider”) reserve the right to request such information as is necessary to verify your identity and the underlying beneficial owner or owners of BARC.
In the event of delay or failure by you in producing any information required for verification purposes, Octave UCME may refuse to accept your offer to purchase BARC or may cause the cancellation of BARC purchased or the redemption of any BARC you hold.
You will be required to make such representations to Octave UCME and to any AML Provider, as Octave UCME or such AML Provider shall require in connection with applicable anti-money laundering programs or regulations, including, without limitation, representations to Octave UCME and any AML Provider that you are not a prohibited country, territory, individual or entity listed on the United States Department of Treasury’s Office of Foreign Assets Control (“OFAC”) website, on the European Commission’s consolidated list of Restrictive measures in force, or on the French Direction du Trésor summary table of restrictive measures by country, and that you are not directly or indirectly affiliated with any such country, territory, individual or entity.
You also represent to Octave UCME and to any AML Provider that amounts contributed by you were not directly or indirectly derived from activities that may contravene the laws and regulations of France or other international laws and regulations, including anti-money laundering laws and regulations.
Octave UCME undertakes to comply with the OECD guidelines that may be applicable to its business (http://mneguidelines.oecd.org/guidelines/), and more specifically to answer in full transparency and cooperation to the tax information request submitted by foreign tax administrative, judicial or regulatory authorities.
- Accessible at https://www.treasury.gov/about/organizational-structure/offices/Pages/Office-of-Foreign-Assets-Control.aspx
- Accessible at https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions
- Accessible (in French) at https://www.tresor.economie.gouv.fr/Ressources/8465_tableau-recapitulatif-des-mesures-restrictives-par-pays
DISCLAIMERS. Octave UCME expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from reliance on any information contained in these Terms or the Whitepaper, any error, omission or inaccuracy in any such information or any action resulting from such information.
To the fullest extent permitted by applicable law and except as otherwise specified in a writing by us:
- a) BARC are sold on an “as is” and “as available” basis without warranties of any kind, and the Company expressly disclaim all implied warranties as to BARC, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement;
- b) We do not represent or warrant that BARC is reliable, current or error-free, meet your requirements, or that defects in BARC will be corrected and
- c) We cannot and do not represent or warrant that BARC or the delivery mechanism for BARC 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.
LIMITATION OF LIABILITY AND INDEMNIFICATION. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Octave UCME 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 “Indemnified Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to your purchase, holding or use of BARC, your responsibilities or obligations under these Terms, your violation of these Terms, and/or your violation of any rights of any other person or entity.
To the fullest extent permitted by applicable law:
- a) In no event will the Company or any of the indemnified 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 purchase, holding or use of BARC 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
- b) In no event will the aggregate liability of the company and the indemnified 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 BARC, exceed the amount you pay to us for the purchase of BARC.
The limitations set forth above will not limit or exclude liability for the gross negligence, fraud or intentional, willful or reckless misconduct of the 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.
Any Indemnified Party or other identifiable person who is not a party to these Terms may enforce any rights granted to it pursuant to these Terms in its own right as if it was a party to these Terms. Except as expressly provided in the foregoing sentence, a person who is not a party to these Terms shall not have any right to enforce any term of these Terms. Notwithstanding any term of these Terms, the consent of or notice to any person who is not a party to these Terms shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under these Terms at any time.
RELEASE. To the fullest extent permitted by applicable law, you release the Company and the other Indemnified 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 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.
GOVERNING LAW AND DISPUTE RESOLUTION. These Terms will be governed by, and construed and enforced in accordance with, the laws of France, 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 Paris.
The Parties shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with these Terms, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”). If the Parties are unable to resolve a Dispute within 90 (ninety) days of notice of such Dispute being received by all Parties, such Dispute shall be brought expressly before the relevant courts of Paris, as no document can effect a novation or waiver of this jurisdiction clause.
Any dispute arising out of or related to these Terms is personal to you and the Company and will not be brought as 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.
MISCELLANEOUS. These Terms, including their Exhibits, constitute the entire agreement between you and us relating to your purchase of BARC.
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.
We may amend these Terms from time to time as reasonably required. If we make changes, we will post the amended Terms at ico.bartwallet.pro. 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 BARC from us, holding BARC or using BARC 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.
Risks warning. By purchasing, holding and using BARC, you expressly acknowledge and assume the following risks:
Risk of loss of access to a BARC due to loss of credentials. Until it is distributed to the buyer, the said buyer’s BARC may be linked to a Company account. You can only access the Company account using the credentials selected by the buyer. The loss of these credentials will result in the loss of the BARC. Good practices advise buyers to store their credentials securely in one or more backup locations that are geographically separated from the work location.
Risks Associated With the Ethereum Protocol. Both BARC and the Platform are based on the Ethereum protocol. Therefore, any malfunction, unplanned function or unexpected operation of the Ethereum protocol may cause the Platform or BARC to malfunction or operate in a way that is not expected. Ether, the native Ethereum Protocol account unit, may itself lose value in a similar way to BARC, and also in other ways.
For more information on the Ethereum protocol, see > http://www.ethereum.org/
Risks associated with the buyer’s credentials. Any third party that obtains access to the buyer’s credentials or private keys may be able to use the buyer’s BARC. To minimize this risk, buyers must protect themselves against people gaining unauthorized access to their electronic devices.
Legal risk and risk of adverse regulatory intervention in one or more jurisdictions. Blockchain technologies have been reviewed by various regulatory bodies around the world, including within the European Union. The ICO has been structured to comply with EU law applicable at the time of the offer.
The operation of the Platform and of BARC may be impacted by the passing of restrictive laws, the publication of restrictive or negative opinions, the issuing of injunctions by national regulators, the initiation of regulatory actions or investigations, including but not limited to restrictions on the use or ownership of digital tokens such as BARC, which may prevent or limit development of the Platform.
Given the lack of crypto-currency qualifications in most countries, each buyer is strongly advised to carry out a legal and tax analysis concerning the purchase and ownership of BARC according to their nationality and place of residence.
Risk of an alternative, unofficial Platform. Following pre-sales and development of the original version of the Platform, there is a possibility that alternative platforms may have been established using the same open-source code and open-source protocol that underlies the Platform. The official Platform may find itself in competition with these alternatives, unofficial platforms based on BARC, which could potentially adversely impact the Platform and BARC.
Risk of a lack of interest in the Platform or distributed applications. There is a possibility that the Platform may not be used by a large number of companies, individuals and other organizations, and that there may be limited public interest in the creation and development of distributed applications. Such a lack of interest could impact on the development of the Platform and, therefore, on the uses or potential value of BARC.
Risk that the Platform is not developed. The BARC is a token integrated into the Youseeme app dedicated to consumers and a web services dedicated to merchants, the value of the BARC is therefore strongly correlated with the existence of these two platforms and the network of affiliated merchants which has not yet had a strong development. The BARC may lose part or all of its value if this network of affiliated merchants is not never or sufficiently developed.
Risk that the Platform, as developed, does not meet buyer expectations. The Platform is currently under development and may undergo significant redesign prior to its launch. For a number of reasons, not all buyer expectations concerning the Platform or BARC’s form and function may be met on the launch date, including changes in design, implementation and execution of the Platform.
Risk of theft and piracy. Hackers or other malicious or criminal groups or organizations may attempt to interfere with the Platform or the availability of BARC in several ways including, but not limited to, denial of service attacks, Sybil attacks, mystification, surfing, malware attacks, or consensus-based attacks.
Risk of security weaknesses in the Platform’s core infrastructure software. The Platform‘s core software is based on open-source software. There is a risk that the Company team, or other third parties, may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructure elements of the Platform, by interfering with the use of or causing loss of, BARC.
Risk of weakness or exploitable breakthrough in the field of cryptography. Advances in cryptography, or technical advances such as the development of quantum computers, may present risks for crypto-currencies and the Platform, which could result in the theft or loss of BARC.
Risk of a BARC mining attack. As with other decentralized cryptographic tokens and cryptocurrencies, the Blockchain used for the Platform is vulnerable to mining attacks, including but not limited to, dual-expense attacks, powerful mining attacks, selfish mining attacks, and critical competition attacks. Any successful attack poses a risk to the Platform, the expected performance and sequencing of the Company’s markets, and the expected performance and sequencing of Ethereum contract calculations. Despite the best efforts of the Company’s team, the risk of known or new mining attacks exists.
Risk of the Platform failing to be used or adopted. While BARC should not be considered an investment, their value is bound to change over time. This value may be limited if the Platform is not sufficiently used and adopted. In such a case, there could be few or no markets at the Platform launch, which would limit the value of BARC.
Risk of a tight market for BARC. normally no transactions or exchange facilities on which BARC can be traded. If such cases occur, they will be subject to regulatory oversight. They may, therefore, be more vulnerable to fraud and default than established and regulated exchanges that exist for other products. If those exchanges or trading systems that account for a significant portion of BARC’s trading volume are involved in these frauds, securities failures or other operational problems, the failures of these exchanges or trading systems may limit the value or liquidity of BARC.
Risk of an uninsured loss. Unlike bank accounts or accounts in other regulated financial institutions, funds held through the Company or Ethereum network are generally uninsured. At present, there are no public or private insurance agents providing buyers with coverage against a loss of BARC or a loss of value.
Risk of winding-up of the Company’s project. For a number of reasons including, but not limited to, an unfavorable fluctuation in Bitcoin value, an unfavorable fluctuation in BARC value, the failure of business relationships or competing for intellectual property claims, the Company project may no longer be a viable activity and may be dissolved or simply not launched.
Risk of malfunction in the Platform. The Platform may be impacted by an adverse malfunction including, but not limited to, a malfunction that results in the loss of BARC or market information.
Unforeseen risks. Crypto-currencies and cryptographic tokens are new, untested technology. In addition to the risks
stipulated above, there are other risks that the Company’s team cannot predict. Risks may also occur as unanticipated combinations or as changes in the risks stipulated herein.
Eligible Purchaser. Initially, all purchasers are “Eligible Purchaser” except the following:
- – A purchaser whose acquisition of BARC would cause a breach of the law or requirements of any country or governmental authority, including anti-money laundering regulations or conventions;
- – A purchaser on behalf of a prohibited country, territory, individual or entity listed on the United States Department of Treasury’s OFAC website (https://www.treasury.gov/about/organizational-structure/offices/Pages/Office-of-Foreign-Assets-Control.aspx) , on the European Commission’s consolidated list of Restrictive measures in force (https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions) , or on the French Direction du Trésor summary table of restrictive measures by country (https://www.tresor.economie.gouv.fr/Ressources/8465_tableau-recapitulatif-des-mesures-restrictives-par-pays ).
- – A purchaser who acts, directly or indirectly, for a senior foreign political figure (Senior foreign political figure means a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party or a senior executive of a foreign government-owned corporation. In addition, a senior foreign political figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. The immediate family of a senior foreign political figure typically includes the political figure’s parents, siblings, spouse, children and in-laws. A close associate of a senior foreign political figure is a person who is widely and publicly known internationally to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure), any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political unless the Company, after being specifically notified by the purchaser in writing that it is such a person, conducts further due diligence, and determines that the purchase is permitted
- – A purchaser or an entity acting as trustee, agent, representative or nominee for a purchase that is a foreign shell bank (Foreign shell bank means a foreign bank without a physical presence in any country, but does not include a regulated affiliate) and
- – A purchaser, that is an entity acting as trustee, agent, representative or nominee for a person, who is a citizen of or resident or domiciled in the USA, the Republic of Korea or the People’s Republic of China or purchasing BARC from a location in the USA, the Republic of Korea or the People’s Republic of China.
- – U.S. Person” (within the meaning of “Regulation S” of the Securities Act 1933 under U.S. law)
- – Private individual acting on a non-professional basis as a simple consumer (within the meaning of EU Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights)