Terms and Condition
BARON END-USER LICENSE AGREEMENT – TERMS AND CONDITIONS OF USE
IMPORTANT NOTICE: PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE (“TERMS” OR “AGREEMENT”) CAREFULLY BEFORE ACCESSING OR USING THE baronchain.org, baronchain.net WEBSITE OR ANY OTHER BARON CHAIN WEBSITE MAINTAINED BY BARON MANAGEMENT LTD. (THE “WEBSITE”).
THE WEBSITE AND MOBILE APPLICATION AND ALL OF THE FEATURES AND OTHER SERVICES THEY PROVIDE, ARE OWNED AND OPERATED BY BARON.
BY USING OR OTHERWISE ACCESSING THE WEBSITE, MOBILE APPLICATION OR OTHER CONTENT, YOU ACKNOWLEDGE AND AGREE THAT: (1) YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, AND ALL OBLIGATIONS AND RULES THAT MAY BE INCLUDED OR REFERRED TO THEREIN IN THEIR ENTIRETY; (2) YOU WILL ABIDE BY AND BE BOUND BY THESE TERMS; (3) YOU GIVE YOUR CONSENT TO THE COLLECTION, USE, DISCLOSURE AND OTHER HANDLING OF INFORMATION AS DESCRIBED IN OUR PRIVACY POLICY; (4) YOU MEET THE ELIGIBILITY REQUIREMENTS SET FORTH BELOW IN SECTION 1.1; AND (5) THESE TERMS ARE A BINDING AGREEMENT BETWEEN BARON AND YOU.
IF AT ANY TIME YOU DO NOT AGREE WITH THESE TERMS, YOU MUST IMMEDIATELY STOP AND REFRAIN FROM USING AND/OR OTHERWISE ACCESSING THE BARON SERVICES.
BARON MAY MODIFY THESE TERMS BY PROVIDING NOTICE OF SUCH CHANGES SUCH AS BY SENDING YOU AN E-MAIL, PROVIDING A NOTICE THROUGH THE SERVICES, OR UPDATING THE “LAST UPDATED” DATE AT THE COMMENCEMENT OF THESE TERMS ON THE WEBSITE. BY USING OR OTHERWISE ACCESSING THE WEBSITE, MOBILE APPLICATION OR OTHER CONTENT, YOU CONFIRM YOUR AGREEMENT TO THE MODIFIED TERMS. BARON ENCOURAGES YOU TO FREQUENTLY REVIEW THE TERMS TO ENSURE YOU UNDERSTAND THE TERMS AND CONDITIONS THAT APPLY TO YOUR ACCESS TO, AND USE OF, THE BARON SERVICES. IF YOU HAVE ANY QUESTIONS REGARDING THE USE OF THE WEBSITE OR THE BARON SERVICES,
PLEASE CONTACT OUR SUPPORT TEAM BY E-MAIL AT support@baronchain.org.
The risk of a significant loss of funds in trading or holding Digital Currency can be substantial and these include, without limitation, the risks set out in Appendix 4 below. You should therefore carefully consider whether trading or holding Digital Currency is suitable for you in light of your financial condition, risk appetite, and other financial considerations and obtain professional, financial, investment and legal advice accordingly before making any decisions to hold or trade in Digital Currency. You hereby warrant and represent that you have not, and will not obtain any professional, financial, investment or legal advice from BARON and that you will obtain all such advice separately.
1. BASIC BARON SERVICES.
1.1. ELIGIBILITY.
1.1.1. To be eligible to use the BARON Services, you must be at least 18 years old. You represent and warrant that: (a) you are of legal age to form a binding contract, i.e. at least 18 years of age; (b) have not previously been suspended or removed from using the BARON Services; and (c) have full power and authority to agree to these Terms.
1.1.2. You may not use the BARON Services if you are located in, or a citizen or resident of, the United States of America or any state, country, territory or other jurisdiction forming part of the United States of America or where your use of the BARON Services would be illegal or otherwise violate any applicable law. You represent and warrant that you are not a citizen or resident of any such jurisdiction and that you will not use the BARON Services while located in any such jurisdiction. You may also not use the BARON Services if you are located in, or a citizen or resident of, any other jurisdiction where BARON has determined, at its sole discretion, to prohibit use of the BARON Services.
It is currently envisaged that the BARON Services will be used by persons located in, citizens or residents of various countries pursuant to onboarding processes. Such list of countries may be changed, extended or reduced from time to time at the discretion of BARON may implement controls to restrict access to the BARON Services from any jurisdiction prohibited under this Section.
1.1.3. You are responsible to comply with the laws applicable to your jurisdiction.
1.2. BARON SERVICES.
Your BARON account (“BARON Account”) encompasses the following services (“BARON Services”): (i) wallets that allow users to store certain supported digital currencies, like Bitcoin or Ethereum (“Digital Currency” and “Digital Currency Wallet”, accordingly); (ii) to track, transfer, and manage supported Digital Currencies; and (iii) Digital Currency conversion services through which users can buy and sell Digital Currencies in transactions with BARON (the “Conversion Services”). These BARON Services may be changed, terminated entirely, and/or additional services may be added at BARON’s sole discretion.
2. CREATING A BARON ACCOUNT.
2.1. Registration of BARON Account. In order to use the BARON Services, you will need to register for a BARON Account. During the account registration process, we will ask you for information, including your name and other personal information to verify your identity. You must provide complete and truthful information. We may, in our sole discretion, refuse to open a BARON Account for you and/or limit the number of BARON Accounts that you may hold.
2.2. Identity Verification. During registration of your BARON Account, you must provide the information we request for the purposes of identity verification (including KYC) and the detection of money laundering (AML), terrorist financing, fraud, or any other financial crime and also permit us to keep a record of such information, including signing on the BARON KYC/AML Policy and any documentation required thereunder. You will need to complete certain verification procedures before you are permitted to use the BARON Services. Your access and the limits that apply to your use of the BARON Services, may be altered as a result of information collected about you on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e- mail address, date of birth, taxpayer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number). In providing us with this or any other information, you confirm that the information is accurate and authentic. You agree to notify us immediately if any of the information you provided changes. You authorize us to make inquiries, whether directly or through third parties that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to third party service providers, including payment processors for a credit reference, liquidity (currency) providers, fraud prevention or financial crime and other agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after the completion of a transaction before permitting you to use further BARON Services and/or before permitting you to engage in transactions beyond certain volume limits.
3. HOSTED DIGITAL CURRENCY WALLET.
3.1. In General. Your Hosted Digital Currency Wallet enables you to store, track and manage supported Digital Currencies contained in your Hosted Digital Currency Wallet. Upon verification pursuant to our KYC/AML Policy, you will have the ability to request, send, receive, and store Digital Currency from third parties by giving instructions through the Website (each such transaction is a “Digital Currency Transaction”).
BARON reserves the right to refuse to process or to cancel any pending Digital Currency Transaction as required by law or in response to a subpoena, court order, or other government request or to enforce transaction limits as determined in its discretion. BARON cannot reverse a Digital Currency Transaction which has been submitted to a Digital Currency network. The Hosted Digital Currency Wallet services are available only in connection with those Digital Currencies that BARON, in its sole discretion, decides to support and it may change such support at any time. If you have any questions about which Digital Currencies BARON currently supports, please visit the Website. Under no circumstances should you attempt to use your Hosted Digital Currency Wallet services to store, send, request, or receive digital currencies in any form that is not supported by BARON assumes no responsibility or liability in connection with any attempt to use BARON Services for digital currencies that BARON does not support.
3.2. Digital Currency Transactions. BARON processes supported Digital Currency according to the instructions received from its users, but we do not guarantee the identity of any receiver, requestee or other party. You should verify all transaction information prior to submitting instructions to BARON. Once submitted to a Digital Currency network, a Digital Currency Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Currency network. A transaction is not complete while it is in a pending state. Funds associated with transactions that are in a pending state will be designated accordingly and will not be included in your BARON Account balance or be available to conduct transactions (or withdrawals). BARON reserves the right to delay any Digital Currency Transaction if it perceives a risk of fraud or illegal activity.
3.3. Digital Currency Storage and Transmission Delays. BARON stores all Digital Currency private keys in a combination of online and offline storage. As a result, it may be necessary for BARON to retrieve certain information from offline storage in order to facilitate a Digital Currency Transaction in accordance with your instructions, which may delay the initiation or crediting of such Digital Currency Transaction, even though BARON will seek to initiate or carry out all transactions as soon as possible. You acknowledge and agree that a Digital Currency Transaction facilitated by BARON may be delayed, notwithstanding the efforts of BARON is not acting as a Custodian of currencies or funds and does not have a Custodian License.
3.4. Third Party Payments. BARON has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other users of BARON Services). BARON is not responsible for ensuring that a buyer or a seller you may transact with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with Digital Currency transferred using the BARON Services, or if you have a dispute with such third party, you must resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify BARON Support at the Website so that we may consider what action to take, if any.
3.5 Advanced Protocols. Unless specifically announced on the Website or through some other official public statement of BARON, we do not support metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with a Digital Currency supported by BARON (collectively, “Advanced Protocols”). Do not use your BARON Account to attempt to receive, request, send, store, or engage in any other type of transaction involving an Advanced Protocol. The BARON platform is not configured to detect and/or secure Advanced Protocol transactions and BARON assumes absolutely no responsibility whatsoever in respect to Advanced Protocols.
3.6 Operation of Digital Currency Protocols. BARON does not own or control the underlying software protocols which govern the operation of Digital Currencies supported on our platform. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. By using the BARON platform, you acknowledge and agree: (i) that BARON is not responsible for operation of the underlying protocols and that BARON makes no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules (a/k/a “forks”) and that such forks may materially affect the value, function, and/ or even the name of the Digital Currency you store on the BARON platform. In the event of a fork, you agree that BARON may temporarily suspend BARON operations (with or without advance notice to you) and that BARON may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that BARON assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.
4. CONVERSION SERVICES AND FEES.
4.1. You authorize BARON to initiate debits from your selected payment method(s) in settlement of purchase and/or sale transactions. A Transaction Fee as defined in section 4.2 applies to all purchase and sale transactions. Although BARON will attempt to deliver supported Digital Currency to you as promptly as possible, funds may be debited from your selected payment method before Digital Currency is delivered to your BARON Account. We may debit your selected payment method, such as your bank account or credit card, as soon as the same day you initiate the purchase or sale but your payment may take longer to process. In the event that BARON is unable to fulfill your purchase or sale order, we will notify you and seek your approval to fulfill the purchase or sale order at the contemporaneous Quotation Price.
4.2. Each Conversion Service transaction is subject to a fee on top of the Quotation Price (a “Transaction Fee”), as well as other associated fees, commissions, bank charges, wire transfer charges, clearing house charges, network fees (miner fees), etc. (“Associated Fees”), all of which are payable by you. The applicable Transaction Fee is displayed to you on the Website prior to you completing a Conversion Service transaction. The availability of each payment method depends on a number of factors, including but not limited to your location, the identification information you have provided to us, and limitations imposed by third party payment processors.
BARON reserves the right to adjust its Transaction Fees and Associated Fees and any applicable waivers at any time. We will always notify you of the Transaction Fee which applies to your transaction when you authorize the transaction and in each receipt we issue to you.
You should be aware that in order to carry out purchases or sales of cryptocurrency, BARON carries out transactions with various third parties and liquidity providers of cryptocurrency, with whom it holds accounts including fiat accounts, cryptocurrency accounts and digital wallets on behalf of BARON and you hereby acknowledge and agree to the same and to your fiat currencies and cryptocurrencies being held by BARON in accounts with such third parties and liquidity providers.
You should also be aware that the quotation of cryptocurrency for sale or purchase which BARON receives from the liquidity providers of the cryptocurrency includes a spread or margin for BARON compared to the offer which BARON makes to you for the sale or purchase of the cryptocurrency.
You should also be aware that the quotation of cryptocurrency for sale or purchases presented to you as “market price” or otherwise as the quoted price for the specific cryptocurrency transaction during the sale or purchase on the Website includes, inter-alia, the liquidity provider fee and BARON’s charges for using the technology (the “Quotation Price”).
The Quotation Price may be calculated as a weighted price of a number of different buyers or sellers available within the platform, and/or of different liquidity providers, and there may be a time gap between the conversion order and the actual conversion that will affect the price displayed.
4.3. Deposits. In order to initiate any transaction to buy or sell Digital Currency, you must first of all maintain sufficient funds in your BARON Account, by way of depositing baron coin and/or crypto currencies into your BARON Account, adequate to cover your desired transaction. The Digital Currency which you deposit shall be delivered into a custodial digital wallet belonging to the Company, and such deposits shall be recorded under your BARON Account. Fiat funds shall be deposited into a BARON bank account by way of either bank wire transfer or credit card processing, and once we receive the confirmation of your deposit, such deposit shall be recorded in baron coin into your BARON Account.
When you choose to deposit baron coin funds through credit card processing into your BARON Account, as the cardholder of your credit card, you declare and confirm that you shall always ensure that you comply with any and all applicable laws and regulations with respect to such holding of your credit card and your usage of the credit card.
4.4. Refund or Cancellation Policy. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorize BARON, in its sole discretion, either to cancel the transaction or to debit your other payment methods, including BARON balances or other linked accounts, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, NSF, or similar fees charged by your payment provider. BARON reserves the right to refuse to process, or to cancel or reverse, any purchases or sales of Digital Currency in its sole discretion, even after funds have been debited from your account(s) for reasons which include, but are not limited to, technical error, market abuse or manipulation, or your failure to pass our KYC process and if: (i) BARON suspects the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; (ii) in response to a subpoena, court order, or other government order; (iii) BARON reasonably suspects that the transaction is erroneous; or (iv) BARON suspects the transaction relates to Prohibited Use or a Prohibited Business as set forth below. In such instances, BARON will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction. Any refunds shall be at the sole discretion of BARON.
4.5. Withdrawals. At any point you may make a request for a withdrawal to withdraw funds from your BARON Account. The Company shall designate certain periods during the day at which the actual withdrawal can occur pursuant to your request and the Company’s approval upon obtaining the necessary documentation. Upon such approval, the Company shall deliver the applicable Digital Currency to the personal digital wallet designated by you and declared to be owned by you exclusively and which is under your sole and full control, and you acknowledge that any delivery of Digital Currency may not be immediate or may be subject to delays. Following a withdrawal request for fiat funds we may either credit your credit card, using the details you provided, or initiate a bank transfer to the bank account through which you have deposited the funds, all according to our compliance policies and banking requirements. All of your withdrawals and financial activity on the BARON platform will be recorded under your BARON Account.
Please consider that we take up to three (3) business days to process your withdrawal request. Withdrawals may take up to five (5) business days to reach your credit card or bank account.
4.6. Payment Services Partners (“PSP”). BARON may use a third-party payment processor to process any US Dollar (or other fiat currency) payment between you and BARON, including but not limited to payments in relation to your use of the Conversion Service.
BARON cannot guarantee that all credit cards will be accepted by the PSP. The acceptability of your credit card depends on various factors such as, your location, your identification information, limitations imposed by your credit card provider and/or by the third-party payment processors. Likewise, BARON cannot guarantee that your bank will accept the funds received from your BARON Account. It is your responsibility to ensure that your credit card provider or bank will accept your funds. You also acknowledge that the availability of all payment methods – bank transfer and credit card – is not guaranteed, and we may change the payment methods from time to time at our sole discretion.
You hereby consent that BARON will provide certain information and/or documentation about you to the PSP, as may be required to complete a transaction.
With regard to any deposits in fiat, you further agree not to make or attempt to initiate chargebacks, and/or deny or reverse any deposit that you have made. In any such event, we reserve the right to cease to provide you with the BARON Services, terminate this Agreement, and take any further action we may deem appropriate, including the right to adjust your BARON Account to reflect any deduction from any balance in the deposit to set-off any loss suffered due to your chargeback or reversal of transactions.
5. GENERAL USE, PROHIBITED USE, AND TERMINATION.
5.1. Limited License. BARON grants you a limited, revocable, non-exclusive, non-transferable license, subject to the terms of this Agreement, to access and use the Website and the related content, materials, information (collectively, the “Content”) solely for approved purposes as permitted by BARON from time to time. Any other use of the Website or Content is expressly prohibited and all other right, title, and interest is exclusively the property of BARON and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. “BARONCHAIN.com”, “baron coin.io”, “BARON”, “BARON CHAIN” and all logos related to the BARON Services or displayed on the website are either trademarks or registered marks of BARON or its licensors. You may not copy, imitate or use them without BARON's prior written consent.
5.2. Website Accuracy. Although we intend to provide accurate and timely information on the Website, the Website (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with complete and accurate information, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information and not rely on it. All decisions based on information contained on the Website are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including, without limitation, other websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Website.
5.3. Third-Party Applications. If, to the extent permitted by BARON from time to time, you grant express permission to a third party to access or connect to your BARON Account, either through the third party's product or service or through the Website, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your obligations under this Agreement. Additionally, you are fully responsible for all acts or omissions of any third party accessing your BARON Account. Further, you acknowledge and agree that you will not hold BARON responsible for, and you will hold BARON harmless and indemnify BARON from, any and all liability, costs, claims or damages arising out of or related to any act or omission of any third party with access to your BARON Account. You may change or remove permissions granted by you to third parties with respect to your BARON Account at any time through the Account Settings (Integrations) page on the Website.
5.4. Prohibited Use. In connection with your use of the BARON Services, you agree and represent you will not engage in any Prohibited Business or Prohibited Use defined herein. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your BARON Account and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your BARON Account is associated with a Prohibited Use and/or a Prohibited Business.
5.5. Transactions Limits. The use of all BARON Services is subject to a limit on the amount of volume, stated in U.S. Dollar terms, you may transact or transfer in a given period (e.g., daily). To view your limits, login to your BARON Account and visit the Website. Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. BARON reserves the right to change applicable limits as we deem necessary in our sole discretion. If you wish to raise your limits beyond the posted amounts, you may submit a request at the Website. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with BARON staff (such process is referred to as the “Enhanced Due Diligence”). BARON reserves the right to charge you for its costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance. In our sole discretion, we may refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence and paid for the costs and fees.
5.6. Suspension, Termination, and Cancellation. BARON may: (a) suspend, restrict, or terminate your access to any or all of the BARON Services; and/or (b) deactivate or cancel your BARON Account on the occurrence of any one or more of the following:
• We are so required by a subpoena, court order, or order of a government authority; or
• We suspect you of using your BARON Account in connection with a Prohibited Use or Business; or
• Use of your BARON Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non- compliance associated with your Account activity; or
• Our service partners are unable to support your use; or
• You take any action that BARON deems as circumventing BARON's controls, including, but not limited to, opening multiple BARON Accounts or abusing promotions which BARON may offer from time to time; or
• You breach any one or more of our policies referred to on the Website such as KYC/AML, Privacy Policy, etc.; or
• You carry out any unlawful or illegal activity; or
• You are in breach of any material provisions of these Terms; or
• You are in breach of any money laundering regulations or KYC requirements.
If BARON suspends or closes your account for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits BARON from providing you with such notice. You acknowledge that BARON's decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to BARON's risk management and security protocols. You agree that BARON is under no obligation to disclose the details of its risk management and security procedures to you.
You will be permitted to transfer Digital Currency or funds associated with your Hosted Digital Currency Wallet(s) for ninety (90) days after Account deactivation or cancellation unless such transfer is otherwise prohibited: (i) under the law, including but not limited to applicable sanctions programs; or (ii) by a subpoena or court order. You may close your BARON Account at any time and will not be charged for closing your BARON Account, however, you will be required to pay any outstanding amounts owed to BARON. You authorize us to cancel or suspend any pending transactions at the time of closing.
BARON will not be liable for any losses suffered by you resulting from any modification of any BARON Services or from any suspension or termination of your access to all or a portion of any BARON Services (whether pursuant to this Section or for any other reason). If and when BARON Services resume, you acknowledge that token valuations and exchange rates may differ significantly from the valuations and rates prior to such event.
If you are a consumer, then you acknowledge that the right of withdrawal is not applicable to you as the price for the BARON Services is dependent upon fluctuations in the financial market which cannot be controlled by BARON and which may occur within the withdrawal period.
5.7. Relationship of the Parties. BARON is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause you and BARON to be treated as partners, joint venturers, or otherwise as joint associates for profit, employer/employee or either you or BARON to be treated as the agent of the other.
5.8. Privacy of Others; Marketing. If you receive information about another user through the BARON Services, you must keep the information confidential. You may not disclose or distribute a user's information to a third party or use the information unless you receive the user's express consent to do so. You may not send unsolicited email to a user through the BARON Services.
5.9. Password Security; Contact Information. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the BARON Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your BARON Account by third-parties and the loss or theft of any Digital Currency and/or funds held in your BARON Account and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to your failure to keep them up to date or to the compromise of account login credentials and/or your failure to follow or act on any notices or alerts that we may send to you. In the event you believe your BARON Account information has been compromised, please contact BARON Support immediately at support@baron coin.io.
5.10. Compliance with Laws; Taxes. It is your sole responsibility to: (1) comply with all applicable laws in relation to your trading activities and the use of the BARON Services; and (2) to determine whether, and to what extent, any taxes apply to any transactions you conduct through the BARON Services or arising in connection with your activities under this Agreement and Terms; and (3) to withhold, collect, report, pay and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your BARON Account.
5.11. Unclaimed Property. If BARON is holding funds in your account and BARON is unable to contact you and has no record of your use of the BARON Services for more than six (6) months or a longer period, applicable law may require BARON to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, BARON will try to locate you at the address shown in our records, but if BARON is unable to locate you, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. You are aware of this and agree to the same. BARON reserves the right to deduct a monthly dormancy fee of EUR 10 per month or equivalent in digital currency after six (6) months and/or other administrative charges from such unclaimed funds, as permitted by applicable law.
In the event that the Customer is deceased, the Company will require the production of a Succession Order/Certificate or a Grant of Probate in accordance with applicable law.
6. DISPUTES AND RESOLUTIONS
6.1. Contact BARON strives to offer you optimal services and maintain the highest standards at all times. In the event that you should be dissatisfied with our BARON Services for any reason, we have put in place internal procedures for handling all complaints fairly and promptly.
Please contact us, preferably in writing, using the following e-mail: complaints@baron coin.io.
Once your complaint has been received, the Complaints Section in our Customer Support Department will address and investigate the complaint. We will acknowledge receipt of your complaint promptly via email, and will provide you with a reference number of your complaint. For your convenience, please be sure to use this reference number in all future contact with us and any other regulatory body addressing the specific complaint.
Your complaint will be carefully reviewed and we will investigate the circumstances surrounding your complaint and will do our best to resolve it in a timely manner. We shall make every effort to provide you with the outcome of our investigation within four (4) weeks from the date of receipt of the complaint. During this investigation, we will attempt to keep you posted as to its progress. One of our representatives may contact you directly in order to obtain further clarifications, information, and/or evidence relating to the complaint. For the efficient handling of this claim, we require your full cooperation and attention.
In the event that we cannot resolve your complaint within the eight (8) week period, we will notify you of such delay. This notice will indicate the cause(s) of the delay and when we anticipate our investigation will be completed. Please note that the Company shall consider your complaint finalized and closed in the event that you fail to respond to our emails or phone calls within the period of three (3) months from the date of submission.
You will be notified with the final outcome of the investigation, along with an explanation of the Company’s position and any remedy measures we intend to take (if applicable).
If we have failed to respond to your query within eight (8) weeks or if you are still not pleased with our suggested resolution you may also lodge a complaint with the appropriate governmental agency.
The contact details in UK are:
BARON MANAGEMENT Ltd.
19A Eghlinton Hill, SE183PG, London, UK
+44 (121) 318 4698, +40 (799) 050 548
info@baron coin.io
You should be aware that there is an online dispute resolution platform in accordance with Regulation (EU) No 524/2013 of the European Parliament and of the Council, and you may also turn to an online dispute resolution platform at https://ec.europa.eu/consumers/odr/.
6.2. Dispute resolution; Governing Law; Waiver of Class Action.
If you have a dispute with BARON, we will initially attempt to resolve any such dispute through our support team in an amicable manner. If we cannot resolve the dispute amicably through our support team, you and BARON agree that any dispute arising under this Agreement shall be referred to UK.
This Agreement shall be governed by and construed in accordance with the Laws of UK.
You and BARON hereby expressly waive the right to participate in a class action lawsuit, joint actions by several plaintiffs or class-wide arbitration.
7. GENERAL PROVISIONS.
7.1. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack, or any force majeure or other disasters, unscheduled maintenance, or any other causes outside our control. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from BARON. You are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through the BARON Services.
Always log into your BARON Account through the Website to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
7.2. Release of BARON; Indemnification. If you have a dispute with one or more users of the BARON Services, you release BARON, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
You agree to indemnify and hold BARON, its affiliates and service providers, and each of its or their respective officers, directors, shareholders, agents, joint venturers, employees, attorneys, suppliers, contractors and representatives (“Indemnified Party”), harmless from any claim, lawsuit, action, proceeding, investigation, liability, damage, loss, cost, expense or demand (including without limitation, reasonable attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to: a) your use of, or conduct in relation to the BARON Services; and b) any user content that you may provide; and c) your breach of this Agreement; and d) your violation of any law, rule or regulation, or the rights of any third party. If you are obligated to indemnify any Indemnified Party, BARON (or at BARON’s sole discretion, the applicable Indemnified Party), will have the right, at its sole discretion, to control the action or proceeding and to determine whether BARON wishes to settle the same and if so, the terms of such settlement.
7.3. Limitation of Liability; Disclaimer of Damages; No Warranty.
IN NO EVENT SHALL THE LIABILITY OF BARON, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, JOINT VENTURERS, EMPLOYEES, ATTORNEYS, SUPPLIERS, CONTRACTORS OR REPRESENTATIVES, ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, THE BARON SERVICES, THE PERFORMANCE OR NON-PERFORMANCE OF THE BARON SERVICES OR ANY OTHER PRODUCT, SERVICE OR ITEM CARRIED OUT BY OR ON BEHALF OF BARON, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO BARON UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO ANY CLAIM FOR LIABILITY, UNLESS APPLICABLE LAW PRESCRIBES OTHERWISE.
TO THE MAXIMUM EXTENT PERMITTED UNDER ANY APPLICABLE LAW, IN NO EVENT WILL BARON, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF TRHESEPIRECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, JOINT VENTURERS, EMPLOYEES, ATTORNEYS, SUPPLIERS, CONTRACTORS OR REPRESENTATIVES, BE LIABLE FOR ANY LOSS OF PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE WEBSITE OR THE PERFORMANCE OR NON-PERFORMANCE OF THE BARON SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF BARON HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED UNDER ANY APPLICABLE LAW, THE BARON SERVICES AND WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND TO THE MAXIMUM EXTENT PERMITTED UNDER ANY APPLICABLE LAW, BARON SPECIFICALLY DISCLAIMS AND YOU HEREBY WAIVE ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON- INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, BARON DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE WEBSITE, ANY PART OF THE BARON SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
BARON makes no representations about the accuracy or completeness of historical Digital Currency price data available on the Website. BARON will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but BARON makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
7.4. Entire Agreement. This Agreement, the Privacy Policy, E-Sign Consent, and Appendices incorporated by reference herein comprise the entire understanding and agreement between you and BARON as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between, and among, you and BARON. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.
7.5. Amendments. We may amend or modify this Agreement by posting on the Website and/or emailing to you the revised Agreement and the revised Agreement shall be effective at the stated time. If you do not agree with any such amendment or modification, your sole and exclusive remedy is to terminate your use of the BARON Services and close your BARON Account. You agree that we shall not be liable to you or any third party for any modification or termination of the BARON Services, or suspension or termination of your access to the BARON Services, except to the extent otherwise expressly set forth herein.
7.6. Assignment. You may not assign or transfer any rights and/or licenses granted under this Agreement without the express written consent of BARON, which shall be within its sole and absolute discretion. We reserve the right to assign or transfer our rights without restriction, including without limitation to any BARON affiliates or subsidiaries, or to any successor in interest of any business associated with the BARON Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
7.7. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed, interpreted, or deleted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
7.8. Change of Control. In the event that BARON is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
7.9. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, BARON Account cancellation, debts owed to BARON, general use of the Website, disputes with BARON, and general provisions, shall survive the termination or expiration of this Agreement.
7.10. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications, or Internet services, or network provider services, failure of equipment and/or software, other catastrophe, or any other occurrence which is beyond our reasonable control.
7.11. English Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided solely for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English. In the event of a discrepancy between the non-English version of this Agreement and this version of the Agreement, the English language version shall prevail.
7.12. Non-Waiver of Rights. This agreement shall not be construed to waive rights that cannot be waived under applicable country money transmission laws in the country where you are located.
APPENDIX 1: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE
PROHIBITED USE
You may not use your BARON Account to engage in the following categories of activity (“Prohibited Use”). The specific types of Prohibited Use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of BARON Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at support@baron coin.io. By opening a BARON Account, you confirm that you will not use your BARON Account to do any of the following:
• Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where BARON conducts business or which would involve proceeds of any unlawful activity;
• Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Website that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Website, other BARON Accounts, computer systems or networks connected to the Website, through password mining or any other means; use BARON Account information of another party to access or use the Website, except in the case of specific merchants and/or applications which are specifically authorized by a user to access such user's BARON Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of BARON;
• Abuse Other Users: Interfere with another individual's or entity's access to or use of any BARON Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Website about others, including without limitation email addresses, without proper consent;
• Fraud: Activity which operates to defraud BARON users, or any other person; provide any false, inaccurate, or misleading information to BARON; or
• Intellectual Property Infringement: Engage in transactions that harm BARON or the BARON brand or infringe any intellectual property or engage in any action that implies an untrue endorsement by or affiliation with BARON.
PROHIBITED BUSINESSES
In addition to the Prohibited Use described above, the following categories of businesses, business practices, and sale items are barred from BARON Services (“Prohibited Businesses”). The specific types of Prohibited Businesses use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of BARON Services involves a Prohibited Business or have questions about how these requirements apply to you, please contact us at support@baron coin.io.
By opening a BARON Account, you confirm that you will not use BARON Services in connection with any of following businesses, activities, practices, or items:
• Investment Services: Securities brokers or investment schemes;
• Restricted Financial Services: Check cashing, bail bonds; collections agencies; or
• High Risk Businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies.
APPENDIX 2: VERIFICATION PROCEDURES AND LIMITS
As mentioned above in the Agreement, we identify users on our platform. This ensures we remain in compliance with KYC/AML laws in the jurisdictions in which we operate, something that is necessary for us to be able to continue to offer digital currency exchange services to our customers. BARON collects and verifies information about you in order to: (a) protect BARON and the community from fraudulent users; and (b) to keep appropriate records of BARON's customers. Your daily or weekly Conversion limits, withdrawal and trading limits, and limits on transactions from a linked payment method are based on the identifying information and/or proof of identity you provide to BARON.
All customers who wish to use BARON Services are required to establish a BARON Account by providing information and documents required in the AML/KYC Policy.
All customers who wish to send and received Digital Currency on to the block chain are required to provide personal information and documentation as required in the KYC/AML Policy.
Notwithstanding these minimum verification procedures for the referenced BARON Services, BARON may require you to provide or verify additional information or to wait some amount of time after completion of a transaction, before permitting you to use any BARON Services and/or before permitting you to engage in transactions beyond certain volume limits. You may determine the volume limits associated with your level of identity verification by visiting your BARON Account's Limits page.
You may contact us at support@baron coin.io to request larger limits. BARON will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and BARON does not guarantee that we will raise your limits.
APPENDIX 3: E-SIGN DISCLOSURE AND CONSENT
This policy describes how BARON delivers communications to you electronically. Electronic Delivery of Communications
You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your BARON Account and your use of BARON Services. Communications include:
• Terms of use and policies you agree to (e.g., the BARON Terms and Conditions of Use and Privacy Policy), including updates to these agreements or policies;
• Account details, history, transaction receipts, confirmations, and any other BARON Account or transaction information;
• Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
• Responses to claims, complaints or customer support inquiries filed in connection with your BARON Account.
We will provide these Communications to you by posting them on the website, emailing them to you at the primary email address listed in your BARON profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.
HARDWARE AND SOFTWARE REQUIREMENTS
In order to access and retain electronic Communications, you will need the following computer hardware and software:
• A device with an Internet connection;
• A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;
• A valid email address (your primary email address on file with BARON); and
• Sufficient storage space to save past Communications or an installed printer to print them.
HOW TO WITHDRAW YOUR CONSENT
You may withdraw your consent to receive Communications electronically by contacting us at support@baron coin.io. If you fail to provide or if you withdraw your consent to receive Communications electronically, BARON reserves the right to immediately close your BARON Account or charge you additional fees for paper copies.
UPDATING YOUR INFORMATION
It is your responsibility to provide us with a true, accurate and complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if BARON sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, BARON will be deemed to have provided the Communication to you.
You may update your information by logging into your BARON Account and visiting settings or by contacting our support team at support@baronchain.org.
APPENDIX 4: ADDITIONAL DISCLOSURES
BARON may maintain licenses to engage in money transmission activities in certain countries and these licenses may impact our provision and your use of certain BARON Services in those countries.
BARON's licenses and corresponding required disclosures can be found on the Website, which is incorporated herein by reference.
Please note the following disclosures associated with virtual currency:
• Virtual currency is not legal tender, is not backed by the government, and accounts and value balances are not subject to Securities Investor Protection Corporation protections.
• Legislative and regulatory changes or actions at the country or international level may adversely affect the use, transfer, exchange, and value of virtual currency.
• Transactions in virtual currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
• Some virtual currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transaction.
• The value of virtual currency may be derived from the continued willingness of market participants to exchange fiat currency for virtual currency, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market for that virtual currency disappear.
• There is no assurance that a person who accepts a virtual currency as payment today will continue to do so in the future.
• The volatility and unpredictability of the price of virtual currency relative to fiat currency may result in significant loss over a short period of time.
• The nature of virtual currency may lead to an increased risk of fraud or cyber attack.
• The nature of virtual currency means that any technological difficulties experienced by BARON may prevent the access or use of a customer’s virtual currency.
• Any bond or trust account maintained by BARON for the benefit of its customers may not be sufficient to cover all losses incurred by customers.
BARON.CLUB MEMBERS BENEFIT FROM GUARANTEED FUNDS (DEPOSIT PROTECTION) AND A MINIMUM GUARANTEED SALE PRICE (DEPRECIATION PROTECTION).
BARON CHAIN COIN PURCHASE/EXCHANGE LEGAL DISCLAIMER LEGAL CONSIDERATIONS, RISKS AND DISCLAIMER YOU MAY LOSE ALL MONIES THAT YOU SPEND PURCHASING BARON CHAIN TOKENS. IN THE EVENT THAT YOU PURCHASE TOKENS, YOUR PURCHASE CANNOT BE REFUNDED OR EXCHANGED. LEGAL CONSIDERATIONS The Company has used reasonable endeavours to approach the Token Sale in a responsible and sensible manner. Given the legal uncertainty of distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities in a number of jurisdictions, the Company has spent time and resources to consider its business approach and where it proposes to operate now and in the future. It is possible that the Company’s BARON CHAIN tokens described in THE BARON CHAIN WHITE PAPER/TOKENOMICS/PITCH DECKand which are the subject of the Token Sale (the “Tokens”) may comprise a security in your jurisdiction or the offer for sale by the Company of the Tokens in your jurisdiction may be a regulated or prohibited activity and in either of these cases the Company may be liable for the same. The Company accepts no responsibility or liability to you in these or any other circumstances. You are strongly advised to take independent legal advice in respect of the legality in your jurisdiction of your participation in the Token Sale and purchase of Tokens. REGIONAL RESTRICTIONS Citizens, nationals, residents (tax or otherwise) and/or green card holders of each of: (i) the United States of America; (ii) the People’s Republic of China; (iii) South Korea; (iv) Vietnam; and (v) any other jurisdiction which prohibits or requires any supervision, oversight, licensing, regulatory compliance and/or approval from any regulatory (or similar) authority or body or from any monetary or securities body or authority for: (a) the possession, dissemination or communication of the Available Information; and/or (b) the participation in the Token Sale or the purchase of Tokens and/or the offer for sale of the Tokens or any similar activity or product, (collectively the “Restricted Jurisdictions”) or any other Restricted Persons are not permitted to participate in the Token Sale. The term “Restricted Persons” refers to any firm, company, partnership, trust, corporation, entity, government, state or agency of a state or any other incorporated or unincorporated body or association, association or partnership (whether or not having separate legal personality) that is established and/or lawfully existing under the laws of a Restricted Jurisdiction (including in the case of United States of America, under the federal laws of the United States of America or under the laws of any of its States). NO ADVICE No part of the Available Information should be considered to be business, legal, financial or tax advice regarding the Company, the Tokens, the Token Sale or any of the matters to which all or any part of the Available Information relates. You should consult your own legal, financial, tax or other professional advisor regarding the Available Information. You should be aware that you may be required to bear the financial risk of any purchase of Tokens for an indefinite period of time. LIMITATION OF LIABILITY In no event shall the Company or any of its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, joint ventures, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (hereinafter the “Affiliates”) be responsible or accountable or liable in any way whatsoever to any purchaser of Tokens for any loss of profits or otherwise or for any lost savings or for any incidental direct indirect special or consequential damages in each case arising out of or from or in connection with: - any failure by the Company or any of its Affiliates to deliver or realise all or any part of the project or the platform or the membership network or the Token features described in or envisaged by the Available Information; (collectively, the “Excluded Liability Matters”). - all liabilities or losses suffered by the Company or any of its Affiliates; and in each case by reason of or in connection with the bringing or commencement of such action or pursuit of such claim by you. NO REPRESENTATION & WARRANTIES Notwithstanding any other provision of these Terms or any statement made expressly or impliedly in the Available Information, the Company does not make or purport to make, and hereby disclaims, any representation warranty undertaking or covenant in any form whatsoever to any entity or person, including any representation warranty undertaking or covenant in relation to the truth, accuracy and completeness of any of the information set out in the Available Information. REPRESENTATION & WARRANTIES BY YOU By howsoever accessing and/or accepting possession or communication of all or any part of the Available Information, you represent and warrant (and shall be deemed to represent and warrant) to the Company on the date of such access or on the latest date on which you retain possession of all or any part of the Available Information as follows: - you are over 18 (eighteen) years of age; CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS All statements contained in the Available Information, statements made in any press releases or in any place accessible by the public and oral statements that may be made by the Company or any of its Affiliates (as the case may be), that are not statements of historical fact, constitute “forward looking statements”. Some of these statements can be identified by forward-looking terms such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will” or other similar terms. However, these terms are not the exclusive means of identifying forward-looking statements. All statements regarding the Company’s financial position, business strategies, plans and prospects and the future prospects of the industry which the Company is in are forward-looking statements. These forward-looking statements, including but not limited to statements as to the Company’s revenue profitability and growth, expected revenue profitability and growth, prospects, future plans, other expected industry trends and other matters discussed in the Available Information regarding the Company are matters that are not historic facts, but only estimations and predictions. The Company makes no representation or warranty on having made any predictions or estimates or expectations on the basis of any formula, any mathematical or scientific modelling or forecast, or having made any due and proper enquiries or having undertaken any independent research or studies or otherwise. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of the Company to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. These factors include, amongst others: - changes in legal political social economic and stock or cryptocurrency market conditions and the regulatory environment in the countries in which the Company conducts its Token Sale or in which the BARON CHAIN Network operates; All forward-looking statements made by or attributable to the Company or any of its Affiliates are expressly qualified in their entirety by such factors. Given that risks and uncertainties that may cause the actual future results, performance or achievements of the Company to be materially different from that expected, expressed or implied by the forward-looking statements in the Available Information, undue reliance must not be placed on these statements. RISK FACTORS You should carefully consider and evaluate each of the following risk factors and all other information contained in these Terms before deciding to participate in the Token Sale. To the best of the Company’s knowledge and belief, all risk factors which are material to you in making an informed judgment to participate in the Token Sale have been set out below. If any of the following considerations, uncertainties or material risks develops into actual events, the business, financial position and/or results of operations of the Company and the maintenance and level of usage of the Tokens could be materially and adversely affected. In such cases, the trading price of Tokens could decline due to any of these considerations, uncertainties or material risks, and you may lose all or part of your Tokens or the economic value thereof. RISKS RELATING TO PARTICIPATION IN THE TOKEN SALE The Token Sale may not result in an active or liquid market for the Tokens. - new technical innovations; RISKS RELATING TO THE COMPANY The BARON CHAIN Network continues to be developed. DISCLAIMER The presentation of the Available Information is solely for informational purposes. Anyone interested in purchasing Tokens and participating in the Token Sale should consider the various risks prior to making any kind of decision in respect of the Token Sale. The Available Information does not comprise any advice by the Company or by any of its Affiliates, or any recommendation to any recipient of the Available Information, by the virtue of any participation in the Token Sale or otherwise. The Available Information does not necessarily identify, or claim to identify, all the risk factors connected with the Company, the BARON CHAIN Network that is being further developed, the Tokens, the Token Sale, any future Token functionality or the Available Information. All the participants must make their own independent evaluation, after making such investigations as they consider essential, of the merits of participating in the Token Sale and after taking their own independent professional advice. Any participant in the Token Sale should check with and rely upon their own investment, accounting, legal and tax representatives and consultants in respect of such matters concerning the Company, the BARON CHAIN Network that is being further developed, the Tokens, the Token Sale, any future Token functionality and the Available Information and to assess separately the financial risks, consequences and appropriateness of the purchase of Tokens, or if in any doubt about the facts set out in the Available Information. A purchase of Tokens comprises considerable risk and might involve extraordinary risks that may lead to a loss of all or a significant portion of monies or monetary value utilised to acquire Tokens. Participants in the Token Sale are urged to completely understand, be aware of and accept the characteristics of the Company, the BARON CHAIN Network that is being further developed, the Tokens, the Token Sale, any future Token functionality and the Available Information. If you are not prepared to accept any or all of these Terms or the risks set out in these Terms then YOU ARE URGED NOT TO PARTICIPATE IN THE TOKEN SALE. No guarantee or assurance is given by the Company or by any of its Affiliates that the Company’s proposals, objectives and/or outcomes set out in the Available Information will be achieved in whole or in part. You are urged to consider whether participation in the Token Sale is suitable for you having regard to your personal and financial circumstances and your financial resources. RESTRICTIONS ON DISTRIBUTION AND DISSEMINATION OF The distribution or dissemination howsoever of all or any part of the Available Information may be prohibited or restricted by the laws, regulatory requirements and rules of certain jurisdictions. In the case where any such restriction applies, you are responsible for informing yourself in respect of the same and for observing any such restrictions which are applicable to your possession and/or dissemination of all or any part of the Available Information at your own expense and without liability to the Company and/or its Affiliates. NO OFFER OF SECURITIES OR REGISTRATION THE BARON CHAIN WHITE PAPER/TOKENOMICS/PITCH DECK does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction. No person is bound to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of all or any part of the Available Information. Any agreement in relation to any sale and purchase of Tokens is to be governed by the terms and conditions of such agreement and no other document. In the event of any inconsistencies between the terms and conditions of that agreement and the Available Information, those terms and conditions shall prevail.
THERE IS NO GUARANTEE THAT THE UTILITY OF THE BARON CHAIN TOKENS OR THE PROJECT DESCRIBED IN THE BARON CHAIN WHITE PAPER/TOKENOMICS/PITCH DECKWILL BE DELIVERED.
YOU ARE WAIVING YOUR RIGHTS BY AGREEING TO THESE TERMS AND CONDITIONS AND PARTICIPATING IN THE BARON CHAIN TOKEN SALE. BY PARTICIPATING IN THE BARON CHAIN TOKEN SALE YOU ARE AGREE TO HAVE NO RECOURSE, CLAIM, ACTION, JUDGEMENT OR REMEDY AGAINST BARON CHAIN IF THE UTILITY OF THE BARON CHAIN TOKENS OR IF THE PROJECT DESCRIBED IN THE BARON CHAIN WHITE PAPER/TOKENOMICS/PITCH DECKIS NOT DELIVERED OR REALISED.
IF YOU ARE UNCERTAIN AS TO ANYTHING IN THE BARON CHAIN WHITE PAPER/TOKENOMICS/PITCH DECKOR YOU ARE NOT PREPARED TO LOSE ALL MONIES THAT YOU SPEND PURCHASING BARON CHAIN TOKENS, WE STRONGLY URGE YOU NOT TO PURCHASE ANY BARON CHAIN TOKENS.
WE RECOMMEND YOU CONSULT LEGAL, FINANCIAL, TAX AND OTHER PROFESSIONAL ADVISORS OR EXPERTS FOR FURTHER GUIDANCE BEFORE PARTICIPATING IN THE BARON CHAIN TOKEN SALE OUTLINED IN THIS WHITE PAPER. YOU ARE STRONGLY ADVISED TO TAKE INDEPENDENT LEGAL ADVICE IN RESPECT OF THE LEGALITY IN YOUR JURISDICTION OF YOUR PARTICIPATION IN THE TOKEN SALE.
BARON CHAIN TOKENS ARE NOT SHARES OR SECURITIES OF ANY TYPE. THEY DO NOT ENTITLE YOU TO ANY OWNERSHIP OR OTHER INTEREST IN BARON CHAIN (. THEY ARE MERELY A MEANS BY WHICH YOU MAY BE ABLE TO UTILISE CERTAIN SERVICES ON A PLATFORM THAT IS BEING FURTHER DEVELOPED. THERE IS NO GUARANTEE THAT THE PLATFORM WILL ACTUALLY BE DEVELOPED.
PLEASE READ THE ENTIRETY OF THIS “Legal Considerations, Risks and Disclaimer” SECTION CAREFULLY.
You must read the following “Legal Considerations, Risks and Disclaimer” section in full before: (i) making use of THE BARON CHAIN WHITE PAPER/TOKENOMICS/PITCH DECKand any and all information available on the website(s) of BARON CHAIN (the “Company”) located at baronchain.org (the “Website”); and (ii) participating in the Company’s token sale outlined in THE BARON CHAIN WHITE PAPER/TOKENOMICS/PITCH DECK(the “Token Sale”).This “Legal Considerations, Risks and Disclaimer” section applies to THE BARON CHAIN WHITE PAPER/TOKENOMICS/PITCH DECKand any and all information available on the Website. The contents of this “Legal Considerations, Risks and Disclaimer” section outlines the terms and conditions applicable to you in connection with (i) your use of THE BARON CHAIN WHITE PAPER/TOKENOMICS/PITCH DECKand of any and all information available on the Website; and (ii) your participation in the Token Sale, in each case in addition to any other terms and conditions that we may publish from time to time relating to this White Paper, the Website and the Token Sale (such terms hereinafter referred to as the “Terms”). This “Legal Considerations, Risks and Disclaimer” section may be updated from time to time and will be published as part of the latest version of the White Paper which shall be available on the Website. You shall be obliged to read in full the latest available version of the White Paper available on the Website prior to participating in the Token Sale.
The information set forth in this “Legal Considerations, Risks and Disclaimer” section may not be exhaustive and does not imply any elements of a contractual relationship. While we make every reasonable effort to ensure that all information: (i) in this White Paper; and (ii) available on the Website (all the information in the White Paper and all information available on the Website hereinafter referred to as the “Available Information”) is accurate and up to date, such material in no way constitutes professional advice. Individuals intending to participate in the Token Sale should seek independent professional advice prior to acting on any of the Available Information.
The Company will use reasonable commercial endeavours to comply with all regulations and, to the extent reasonably practicable with the regulations of such other jurisdictions that it is able to. However, due to the current uncertain state of regulation relating to distributed ledger technology and token sales across the world, the Company cannot guarantee the legality of the Token Sale or the future BARON CHAIN Network (as such term is defined in the BARON CHAIN Whitepaper) to be developed as envisaged by the Available Information or the Company’s ability to develop, structure and licence any future Token functionality in every jurisdiction but the Company will use reasonable commercial endeavours to be responsive and compliant in the face of any regulatory inquiry.
The Tokens are functional utility tokens designed for use only on the BARON CHAIN Network that is being further developed. The Tokens are not securities. In the event that you purchase Tokens, your purchase cannot be refunded or exchanged. The Company does not recommend purchasing Tokens for speculative investment purposes. Tokens do not entitle you to any equity, governance, voting or similar right or entitlement in the Company or in any of its affiliated companies. Tokens are sold as digital products, similar to downloadable software, digital music and the like. The Company does not recommend that you purchase Tokens unless you have prior experience with cryptographic tokens, blockchain-based software and distributed ledger technology and unless you have taken independent professional advice.
The Company may choose to make the Available Information in a number of different languages. In the event of any conflict between the English version of the Available Information and any foreign language version, the English language version will prevail.
The Tokens are not intended to constitute, and shall not constitute, equities or securities (of any nature whatsoever) in any jurisdiction. THE BARON CHAIN WHITE PAPER/TOKENOMICS/PITCH DECKdoes not constitute a prospectus or offer document of any sort and the Available Information is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction. The Company does not provide any opinion or any advice to purchase, sell, or otherwise transact with Tokens and the presentation, publication or communication of all or any part of the Available Information shall not form the basis of, or be relied upon in connection with, any contract or investment decision.
- your use or inability to use at any time the services or the products or the platform or the membership network or Tokens offered by the Company;
- the breach of any of these Terms by the Company or by the Affiliates or by you or by any third party;
- any security risk or security breach or security threat or security attack or any theft or loss of data including but not limited to hacker attacks, losses of password, losses of private keys, or anything similar;
- mistakes or errors in code, text, or images involved in the Token Sale or in any of the Available Information; or
- any information contained in or omitted from the Available Information;
- any expectation promise representation or warranty arising (or purportedly arising) from the Available Information;
- the volatility in pricing of Tokens in any countries and/or on any exchange or market (regulated, unregulated, primary, secondary or otherwise);
- the purchase use sale resale redemption or otherwise of the Tokens; or
- your failure to properly secure any private key to a wallet containing Tokens,
The Available Information (including the Website and the White Paper) and the Tokens are provided on an “as is” basis and without any representations or warranties of any kind, either express or implied. You assume all responsibility and risk with respect to your use of the Available Information and purchasing of any amount of Tokens and their use. If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the maximum extent permitted by applicable law.
To the maximum extent permitted by applicable law, you hereby irrevocably and unconditionally waive: (i) all and any claims (whether actual or contingent and whether as an employee, office holder, trustee, agent, principal or in any other capacity whatsoever or howsoever arising) including, without limitation, claims for or relating to the Excluded Liability Matters, any payment or repayment of monies, indemnity or otherwise that you may have against the Company or against any Affiliate; and (ii) release and discharge the Company and all of the Affiliates from any and all liability (of whatsoever nature or howsoever arising) it or they may have to you. If for any reason you hereafter bring or commence any action or legal proceeding in respect of any claim purported to be released and discharged pursuant to this paragraph or these Terms, or otherwise attempt to pursue any such claim against the Company or any Affiliates then you hereby irrevocably and unconditionally undertake to indemnify, and keep indemnified the Company and all Affiliates fully on demand from and against:
- all reasonable costs, charges and reasonable expenses (including without limitation reasonable legal costs and expenses) reasonably and properly incurred by the Company or any of its Affiliates,
If any provision or part-provision of this “Legal Considerations, Risks and Disclaimer” section is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this “Legal Considerations, Risks and Disclaimer” section shall not affect the validity and enforceability of the rest of this “Legal Considerations, Risks and Disclaimer” section.
- you agree and acknowledge that the Tokens do not constitute shares or equities or securities or financial instruments or investments in any form in any jurisdiction;
- you agree and acknowledge that the Available Information (including the White Paper and the Website) does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities in any jurisdiction or a solicitation for investment in securities and you are not bound to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of the Available Information;
- you agree and acknowledge that no regulatory authority has examined or approved of the Available Information, no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction and the publication, distribution or dissemination of all or any part of the Available Information to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;
- you agree and acknowledge that the Available Information, the undertaking and/or the completion of the Token Sale, or future trading of the Tokens on any exchange or market (regulated, unregulated, primary, secondary or otherwise), shall not be construed, interpreted or deemed by you as an indication of the merits of the Company, the Tokens, the Token Sale or the Available Information;
- the distribution or dissemination of the Available Information any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Company;
- you agree and acknowledge that in the case where you wish to purchase any Tokens, the Tokens are not to be construed, interpreted, classified or treated as:
- any kind of currency or commodity;
- debentures, stocks or shares issued by any person or entity (whether the Company or otherwise);
- rights, options or derivatives in respect of such debentures, stocks or shares;
- rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
- units in a collective investment scheme;
- units in a business trust;
- derivatives of units in a business trust;
- any other security or class of securities; or
- any type of investment or as such term might be construed under similar legislation in any other part of the world);
- you are fully aware of and understand that you are not eligible to purchase any Tokens or access the Available Information if you are a citizen, national, resident (tax or otherwise) and/or green card holder of a Restricted Jurisdiction or if you are a Restricted Person;
- you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;
- you are fully aware and understand that in the case where you wish to purchase any Tokens, there are risks associated with: (A) the Company and its business and operations; (B) the Tokens; (C) the Token Sale; and (D) relying or acting on all or any part of the Available Information;
- you agree and acknowledge that the Company is not liable for any direct indirect special incidental consequential or other losses of any kind in tort contract or otherwise (including but not limited to loss of revenue income or profits or loss of use or data or loss of reputation or loss of any economic or other opportunity of whatsoever nature or howsoever arising) arising out of or in connection with any acceptance of or reliance on the Available Information or any part thereof by you; and
- all of the above representations and warranties are true, complete, accurate and not misleading from the time of your last access to and/or possession of (as the case may be) the Available Information.
- the risk that the Company may be unable or execute or implement its business strategies and future plans;
- changes in interest rates and exchange rates of fiat currencies and cryptocurrencies;
- changes in the anticipated growth strategies and expected internal growth of the Company;
- changes in the availability and fees payable to the Company in connection with its business and operations;
- changes in the availability and salaries of employees who are required by the Company to operate;
- changes in preferences of customers of the Company;
- changes in competitive conditions under which the Company operates, and the ability of the Company to compete under such conditions;
- changes in the future capital needs of the Company and the availability of financing and capital to fund such needs;
- war or acts of international or domestic terrorism;
- occurrences of catastrophic events, natural disasters and acts of God that affect the operations of the Company;
- other factors beyond the control of the Company; and
- any risk and uncertainties associated with the Company and its business and operations, the Tokens, the Token Sale and reliance on all or any part of the Available Information.
These forward-looking statements are applicable only as of the later of the date of publication of the White Paper and the latest date that the Website has been updated. Neither the Company nor or any of its Affiliates nor any other person represents, warrants and/or undertakes that the actual future results, performance or achievements of the Company will be as discussed in those forward-looking statements. The actual results, performance or achievements of the Company may differ materially from those anticipated in these forward-looking statements.
Nothing contained in the Available Information is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of the Company. Further, the Company disclaims any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future.
In the event that the Company ever decides to seek the approval for availability of the Tokens for trading on any cryptocurrency exchange, there is no assurance that such approval will be obtained. Furthermore, even if such approval is granted by a cryptocurrency exchange, there is no assurance that an active or liquid trading market for the Tokens will develop, or if developed, will be sustained after the Tokens have been made available for trading on such market. There is also no assurance that the market price of the Tokens will not decline below the original or issue purchase price/Token Private Sale Price (the “Purchase Price”). The Purchase Price may not be indicative of the market price of the Tokens after they have been made available for trading on a market.
A Token is not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor is it backed by any hard assets or other credit nor is it a commodity in the traditional sense of that word. The Company is not responsible for, nor does it pursue, the circulation and trading of Tokens on any market. Trading of Tokens will merely depend on the consensus on its value between the relevant market participants. No one is obliged to purchase any Token from any holder of the Token, including the purchasers, nor does anyone guarantee the liquidity or market price of Tokens to any extent at any time. Furthermore, Tokens may not be resold to purchasers who are citizens, nationals, residents (tax or otherwise) and/or green card holders of Restricted Jurisdictions or to Restricted Persons or to purchasers in any other jurisdiction where the purchase of Tokens may be in violation of applicable laws. Accordingly, the Company cannot ensure that there will be any demand or market for Tokens, or that the Purchase Price is indicative of the market price of Tokens after they have been made available for trading on any cryptocurrency exchange or market.
Future sales or issuance of the Tokens could materially and adversely affect the market price of Tokens.
Any future sale of the Tokens would increase the supply of Tokens in the market and this may result in a downward price pressure on the Token. The sale or distribution of a significant number of Tokens outside of the Token Sale (including but not limited to transfer of Tokens to persons other than purchasers for purposes of community initiatives, business development, academic research, education and market expansion and issuance of Tokens as a reward to users of the BARON CHAIN Network that is being further developed or otherwise), or the perception that such further sales may occur, could adversely affect the trading price of the Tokens.
Negative publicity may materially and adversely affect the price of the Tokens.
Negative publicity involving the Company, the Company’s that is being further developed, the Tokens or any of the key personnel of the Company and/or regulation of distributed ledger technologies, cryptocurrencies and/or crowdsales of tokens in any jurisdiction, may materially and adversely affect the market perception or market price of the Tokens, whether or not it is justified.
There is no assurance of any success of the Company’s Token Sale or business platform that is being further developed as envisaged by the Available Information.
The value of, and demand for, the Tokens hinges heavily on the performance of the Company’s Token Sale and BARON CHAIN Network that is being further developed and the continuous active engagement of its users and success of its contemplated business lines. There is no assurance that the Company’s Token Sale will be successful or that the BARON CHAIN Network that is being further developed will gain or continue to gain traction. While the Company has made every effort to provide a realistic estimate, there is also no assurance that the cryptocurrencies raised in the Token Sale will be sufficient for the development of the BARON CHAIN Network. For the foregoing or any other reason, the development of the BARON CHAIN Network and launch of the anticipated Token functionality may not be completed and there is no assurance that it will be launched at all. As such, distributed Tokens may hold little or no worth or value and this would impact any trading price and/or use of the Tokens.
The trading price of the Tokens may fluctuate following the Token Sale.
The prices of cryptographic tokens in general tend to be relatively volatile, and can fluctuate significantly over short periods of time. The demand for, and the corresponding market price of, the Tokens may fluctuate significantly and rapidly in response to, among others, the following factors, some of which are beyond the control of the Company:
- analysts’ speculations, recommendations, perceptions or estimates of the Token’s market price or the Company’s financial and business performance;
- changes in market valuations and token prices of entities with businesses similar to that of the Company that may be listed on the same cryptocurrency exchanges or markets as the Tokens;
- announcements by the Company of significant events, for example partnerships, sponsorships or new product developments;
- fluctuations in market prices and trading volume of cryptocurrencies on cryptocurrency exchanges or markets;
- additions or departures of key personnel of the Company;
- success or failure of the Company’s management in implementing business and growth strategies; and/or
- changes in conditions affecting the blockchain or financial technology industry, the general economic conditions or market sentiments, or other events or factors.
Any events or circumstances which adversely affect the Company or any of its Affiliates may have a corresponding adverse effect on the BARON CHAIN Network that is being further developed, including but not limited to the development, structuring the BARON CHAIN Network. Such adverse effects would correspondingly have an impact on the utility, liquidity, and the trading price of the Tokens.
The Company or its Affiliates may be materially and adversely affected if it fails to effectively manage its operations as its business develops and evolves, which would have a direct impact on its ability to develop, maintain or operate the BARON CHAIN Network and/or develop, structure and/or licence any Token functionality.
The financial technology and cryptocurrency industries in which the Company competes have grown rapidly over the past few years and continue to evolve in response to new technological advances, changing business models, shifting regulations and other factors. As a result of this constantly changing environment, the Company may face operational difficulties in adjusting to the changes, and the sustainability of the BARON CHAIN Network will depend on the ability of the Company or its Affiliates to manage its operations, ensure that it hires qualified and competent employees, and provides proper training for its personnel. As the BARON CHAIN Network develops, the Company and/or its Affiliates must also expand and adapt its operational infrastructure. The BARON CHAIN Network will in part rely on its blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology. All of these systems, tools, and skill sets represent complex, costly, and rapidly changing technical infrastructure. In order to demonstrate continued ability to effectively manage technical support infrastructure for the BARON CHAIN Network that is being further developed and the future functionality of the Tokens, the Company and/or its Affiliates will need to continue to upgrade and improve its data systems and other operational systems, procedures, and controls. These upgrades and improvements will require a dedication of resources and are likely to be complex and increasingly rely on hosted computer services from third parties that the Company and/or its Affiliates do not or will not control. If the Company and/or its Affiliates are unable to adapt their systems and organisation in a timely, efficient, and cost-effective manner to accommodate changing circumstances, its business, financial condition and/or results of operations may be adversely affected. If the third parties whom the Company and/or its Affiliates rely on are subject to a security breach or otherwise suffer disruptions that impact the services the Company and/or its Affiliates use, the integrity and availability of its internal information could be compromised, which may consequently cause the loss of confidential or proprietary information and/or economic loss. The loss of financial, labour or other resources, and any other adverse effect on the Company and/or its Affiliates, financial condition and/or operations, would have a direct adverse effect on the ability of the Company and/or its Affiliates to develop maintain or operate the BARON CHAIN Network and/or to develop, structure and/or license the anticipated Token functionality. Any adverse effects affecting the BARON CHAIN Network or technology are likely to also adversely impact the utility, liquidity, and trading price of the Tokens.
The Company may experience system failures, unplanned interruptions in its network or services, hardware or software defects, security breaches or other causes that could adversely affect the Company’s infrastructure network, and/or the BARON CHAIN Network that is being further developed.
The Company and/or its Affiliates are not able to anticipate when there would be occurrences of hacks, cyber-attacks, distributed denials of service or errors, vulnerabilities or defects in: the BARON CHAIN Network that is being further developed, in the smart contracts on which the Company and/or its Affiliates or the BARON CHAIN Network relies, or on the Ethereum or any other blockchain. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. The Company and/or its Affiliates may not be able to detect such hacks, cyber-attacks, distributed denials of service errors vulnerabilities or defects in a timely manner, and may not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession.
The network or services of the Company and/or its Affiliates, which would include the BARON CHAIN Network that is being further developed and, if successfully structured, developed, licensed and launched, the Token functionality, could be disrupted by numerous events, including natural disasters, equipment breakdown, network connectivity downtime, power losses, or even intentional disruptions of its services, such as disruptions caused by software viruses or attacks by unauthorised users, some of which are beyond the control of the Company and/or its Affiliates. There can be no assurance that cyber-attacks, such as distributed denials of service, will not be attempted in the future or that the security measures of the Company and/or its Affiliates will be effective. The Company and/or its Affiliates may be prone to attacks on its infrastructure intended to steal information about its technology, financial data or user information or take other actions that would be damaging to the Company and/or holders of the Tokens. Any significant breach of the security measures of the Company and/or its Affiliates or other disruptions resulting in a compromise of the usability, stability, and security of the BARON CHAIN Network that is being further developed may adversely affect the utility, liquidity and/or trading price of the Tokens.
The Company and/or its Affiliates may in the future be dependent in part on the location and data centre facilities of third parties.
The future infrastructure network of the Company and/or its Affiliates may be established in whole or in part through servers which they own and/or houses at the location facilities of third parties, and/or servers that it rents at data centre facilities of third parties. If the Company and/or its Affiliates are unable to renew their data facility leases on commercially reasonable terms or at all, the Company and/or its Affiliates may be required to transfer its servers to a new data centre facility, and may incur significant costs and possible service interruption in connection with the relocation. These facilities are also vulnerable to damage or interruption from, among others, natural disasters, arson, terrorist attacks, power losses, and telecommunication failures.
Additionally, the third-party providers of such facilities may suffer a breach of security as a result of third-party action, employee error, malfeasance or otherwise, and a third party may obtain unauthorised access to the data in such servers. The Company and/or its Affiliates and the providers of such facilities may be unable to anticipate these techniques or to implement adequate preventive measures.
General global market and economic conditions may have an adverse impact on the operating performance, results of operations and/or cash flows of the Company and/or its Affiliates.
The Company and/or its Affiliates could continue to be affected by general global economic and market conditions. Challenging economic conditions worldwide have from time to time, contributed, and may continue to contribute, to slowdowns in the information technology industry at large. Weakness in the economy could have a negative effect on the Company and/or its Affiliates’ business, operations and financial condition, including decreases in revenue and operating cash flows, and inability to attract future equity and/or debt financing on commercially reasonable terms. Additionally, in a down-cycle economic environment, the Company and/or its Affiliates may experience the negative effects of a slowdown in trading and usage of the BARON CHAIN Network that is being further developed and may delay or cancel the development, structuring, licensing and/or launch of the anticipated Token functionality.
Suppliers on which the Company and/or its Affiliates rely for servers, bandwidth, location and other services could also be negatively impacted by economic conditions that, in turn, could have a negative impact on the operations or expenses of the Company and/or its Affiliates. There can be no assurance, therefore, that current economic conditions or worsening economic conditions or a prolonged or recurring recession will not have a significant, adverse impact on the Company’s business, financial condition and results of operations, and hence, the BARON CHAIN Network that is being further developed and/or the ability to develop, structure, license and/or launch any Token functionality. Any such circumstances would then correspondingly negatively impact the utility, liquidity, and/or trading price of the Tokens.
The Company and/or its Affiliates or the Tokens may be affected by newly implemented regulations.
Distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities are generally unregulated worldwide, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities. The Company and/or its Affiliates or the Tokens may be affected by newly implemented regulations relating to distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities, including having to take measures to comply with such regulations, or having to deal with queries, notices, requests or enforcement actions by regulatory authorities, which may come at a substantial cost and may also require substantial modifications to the BARON CHAIN Network that is being further developed and/or the anticipated Token functionality. This may impact the appeal or practicality or functionality of the BARON CHAIN Network that is being further developed and/or the anticipated Token functionality for users and result in decreased usage of and demand for the BARON CHAIN Network and the Tokens. Further, should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, maintaining the BARON CHAIN Network that is being further developed and/or developing, structuring, licensing and/or launching the Token functionality may no longer be commercially viable, and the Company and/or its Affiliates may opt to discontinue the BARON CHAIN Network that is being further developed and/or the anticipated Token functionality, and/or the Tokens. Further, it is difficult to predict how or whether governments or regulatory authorities may implement any changes to laws and regulations affecting distributed ledger technology and its applications, including the BARON CHAIN Network that is being further developed and/or the anticipated Token functionality, and/or the Tokens.
The Company and/or its Affiliates may also have to cease operations in a jurisdiction that makes it illegal to operate in such jurisdiction, or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. In scenarios such as the foregoing, the utility, liquidity, and/or trading price of Tokens will be adversely affected and/or Tokens may cease to be traded.
There may be unanticipated risks arising from the Tokens.
Cryptographic tokens such as the Tokens are a relatively new and dynamic technology. In addition to the risks included in the above discussion of risk factors, there are other risks associated with your purchase, holding, and use of the Tokens, including those that the Company and/or its Affiliates cannot anticipate. Such risks may further appear as unanticipated variations or combinations of the risks discussed above.
THE AVAILABLE INFORMATION
Persons to whom a copy of all or any part of the Available Information has been distributed or disseminated, provided access to or who otherwise have all or any part of the Available Information in their possession shall not circulate it to any other persons, reproduce or otherwise distribute any information contained herein for any purpose whatsoever nor permit or cause the same to occur.
You are not eligible to purchase any Tokens in the Token Sale if you are a citizen, resident (tax or otherwise) or green card holder of a Restricted Jurisdiction or you are a Restricted Person. No regulatory authority has examined or approved of any of the Available Information. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of the Available Information does not imply that the applicable laws, regulatory requirements or rules have been complied with.
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