General Notice and Disclaimer
NOTICE AND DISCLAIMER PLEASE READ THE ENTIRETY OF THIS "NOTICE AND DISCLAIMER" SECTION CAREFULLY. NOTHING HEREIN CONSTITUTES LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE AND YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S) BEFORE ENGAGING IN ANY ACTIVITY IN CONNECTION HEREWITH. NEITHER SANDMAN FINANCE (THE COMPANY), ANY OF THE PROJECT TEAM MEMBERS (THE SANDMAN FINANCE TEAM) WHO HAVE WORKED ON THE SANDMAN FINANCE PLATFORM (AS DEFINED HEREIN) OR PROJECT TO DEVELOP THE SANDMAN FINANCE PLATFORM IN ANY WAY WHATSOEVER, ANY DISTRIBUTOR/VENDOR OF SANDMAN FINANCE (THE DISTRIBUTOR), NOR ANY SERVICE PROVIDER SHALL BE LIABLE FOR ANY KIND OF DIRECT OR INDIRECT DAMAGE OR LOSS WHATSOEVER WHICH YOU MAY SUFFER IN CONNECTION WITH ACCESSING THE DOCUMENTS, THE WEBSITE, OR ANY OTHER WEBSITES OR MATERIALS PUBLISHED BY THE COMPANY.
Project purpose: You agree that you are acquiring tokens from SANDMAN FINANCE to participate in the Sandman Finance platform and to obtain services on the ecosystem thereon. The Company, the Distributor and their respective affiliates would develop and contribute to the underlying source code for the Sandman Finance platform. The Company is acting solely as an arms’ length third party in relation to the token distribution, which will proceed by a decentralized, on-chain process, and not in the capacity as a financial advisor or fiduciary of any person with regard to the distribution of token.
Nature of the Documents: The Documents and the Website are intended for general informational purposes only and do not constitute a prospectus, an offer document, an offer of securities, a solicitation for investment, or any offer to sell any product, item or asset (whether digital or otherwise). The information herein may not be exhaustive and does not imply any element of a contractual relationship. There is no assurance as to the accuracy or completeness of such information and no representation, warranty or undertaking is or purported to be provided as to the accuracy or completeness of such information. Where the Documents or the Website include information that has been obtained from third party sources, the Company, the Distributor, their respective affiliates and/or the SANDMAN FINANCE TEAM have not independently verified the accuracy or completeness of such information. Further, you acknowledge that circumstances may change and that the Documents or the Website may become outdated as a result; and neither the Company nor the Distributor is under any obligation to update or correct this document in connection therewith.
Token Documentation: Nothing in the Documents or the Website constitutes any offer by the Company, the Distributor or the TEAM to sell any tokens (as defined herein) nor shall it or any part of it nor the fact of its presentation form the basis of, or be relied upon in connection with, any contract or investment decision. Nothing contained in the Documents or the Website is or may be relied upon as a promise, representation or undertaking as to the future performance of Sandman Finance. The agreement between the Distributor (or any third party) and you, in relation to any distribution or transfer of tokens, is to be governed only by the separate terms and conditions of such agreement. The information set out in the Documents and the Website is for community discussion only and is not legally binding. No person is bound to enter into any contract or binding legal commitment in relation to the acquisition of tokens, and no virtual currency or other form of payment is to be accepted on the basis of the Documents or the Website.
The agreement for distribution of tokens and/or continued holding of tokens shall be governed by a separate set of Terms and Conditions or Token Distribution Agreement (as the case may be) setting out the terms of such distribution and/or continued holding of tokens (the Terms and Conditions), which shall be separately provided to you or made available on the Website. The Terms and Conditions must be read together with the Documents. In the event of any inconsistencies between the Terms and Conditions and the Documents or the Website, the Terms and Conditions shall prevail. By accessing the Documents or the Website (or any part thereof), you shall be deemed to represent and warrant to the Company, the Distributor, their respective affiliates, and the TEAM as follows:
Deemed Representations and Warranties:
(a) in any decision to acquire any tokens, you have shall not rely on any statement set out in the Documents or the Website;
(b) you will and shall at your own expense ensure compliance with all laws, regulatory requirements and restrictions applicable to you (as the case may be);
(c) you acknowledge, understand and agree that the tokens may have no value, there is no guarantee or representation of value or liquidity for tokens, and that the tokens are not an investment product nor are they intended for any speculative investment whatsoever;
(d) none of the Company, the Distributor, their respective affiliates, and/or the SANDMAN FINANCE TEAM members shall be responsible for or liable for the value of tokens, the transferability and/or liquidity of tokens, and/or the availability of any market for tokens through third parties or otherwise; and
(e) you acknowledge, understand and agree that you are not eligible to participate in the distribution of tokens if you are a citizen, national, resident (tax or otherwise), domiciliary and/or green card holder of a geographic area or country (i) where it is likely that the distribution of tokens would be construed as the sale of a security (howsoever named), financial service or investment product and/or (ii) where participation in token distributions is prohibited by applicable law, decree, regulation, treaty, or administrative act (including without limitation the United States of America and the People's Republic of China). The Company, the Distributor and the SANDMAN FINANCE TEAM do not and do not purport to make, and hereby disclaims, all representations, warranties or undertaking to any entity or person (including without limitation warranties as to the accuracy, completeness, timeliness or reliability of the contents of the Whitepaper or the Website, or any other materials published by the Company or the Distributor). To the maximum extent permitted by law, the Company, the Distributor, their respective affiliates and service providers shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including, without limitation, any liability arising from default or negligence on the part of any of them, or any loss of revenue, income or profits, and loss of use or data) arising from the use of the Documents or the Website, or any other materials published, or its contents (including without limitation any errors or omissions) or otherwise arising in connection with the same. Prospective acquirors of tokens should carefully consider and evaluate all risks and uncertainties (including financial and legal risks and uncertainties) associated with the distribution of tokens, the Company, the Distributor and the SANDMAN FINANCE team. Informational purposes only: The information set out herein is only conceptual, and describes the future development goals for the Sandman Finance platform to be developed. In particular, the project roadmap in the Documents is being shared in order to outline some of the plans of the SANDMAN FINANCE team, and is provided solely for informational purposes and does not constitute any binding commitment.
Please do not rely on this information in deciding whether to participate in the token distribution because ultimately, the development, release, and timing of any products, features or functionality remains at the sole discretion of the Company, the Distributor or their respective affiliates, and is subject to change. Further, the Whitepaper or the Website may be amended or replaced from time to time. There are no obligations to update the Whitepaper or the Website, or to provide recipients with access to any information beyond what is provided herein. Regulatory approval: No regulatory authority has examined or approved, whether formally or informally, of any of the information set out in the Documents or the Website.
No such action or assurance has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of the Documents or the Website does not imply that the applicable laws, regulatory requirements or rules have been complied with. Cautionary Note on forward-looking statements: All statements contained herein, statements made in press releases or in any place accessible by the public and oral statements that may be made by the Company, the Distributor and/or the SANDMAN FINANCE TEAM, may constitute forward-looking statements (including statements regarding intent, belief or current expectations with respect to market conditions, business strategy and plans, financial condition, specific provisions and risk management practices). You are cautioned not to place undue reliance on these forward-looking statements given that these statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results to be materially different from that described by such forward-looking statements, and no independent third party has reviewed the reasonableness of any such statements or assumptions.
These forward-looking statements are applicable only as of the date indicated in the Documents, and the Company, the Distributor as well as the SANDMAN FINANCE TEAM expressly disclaim any responsibility (whether express or implied) to release any revisions to these forward-looking statements to reflect events after such date. References to companies and platforms: The use of any company and/or platform names or trademarks herein (save for those which relate to the Company, the Distributor or their respective affiliates) does not imply any affiliation with, or endorsement by, any third party. References in the Documents or the Website to specific companies and platforms are for illustrative purposes only. English language: The Documents and the Website may be translated into a language other than English for reference purpose only and in the event of conflict or ambiguity between the English language version and translated versions of the Whitepaper or the Website, the English language versions shall prevail. You acknowledge that you have read and understood the English language version of the Whitepaper and the Website. No Distribution: No part of the Documents or the Website is to be copied, reproduced, distributed or disseminated in any way without the prior written consent of the Company or the Distributor. By attending any presentation on this Whitepaper or by accepting any hard or soft copy of the Whitepaper, you agree to be bound by the foregoing limitations. Risks You acknowledge and agree that there are numerous risks associated with purchasing tokens, holding tokens, and using tokens for participation in the Sandman Finance platform. In the worst scenario, this could lead to the loss of all or part of the tokens which had been purchased. All terms and conditions are subject to change at any time, for any reason or no reason at all.
IF YOU DECIDE TO PURCHASE TOKENS, YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THE FOLLOWING RISKS:
- 1.Uncertain Regulations and Enforcement Actions: The regulatory status of tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. The regulation of virtual currencies has become a primary target of regulation in all major countries in the world. It is impossible to predict how, when or whether regulatory agencies may apply existing regulations or create new regulations with respect to such technology and its applications, including tokens and/or the Sandman Finance platform. Regulatory actions could negatively impact tokens and/or the Sandman Finance platform in various ways. The Company, the Distributor (or their respective affiliates) may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. After consulting with a wide range of legal advisors and continuous analysis of the development and legal structure of virtual currencies, a cautious approach will be applied towards the sale of tokens. Therefore, for the token sale, the sale strategy may be constantly adjusted in order to avoid relevant legal risks as much as possible.
- 2.Inadequate disclosure of information
- 3.Competitors As at the date hereof, the Sandman Finance platform is still under development and its design concepts, consensus mechanisms, algorithms, codes, and other technical details and parameters may be constantly and frequently updated and changed. Although this whitepaper contains the most current information relating to the Sandman Finance platform, it is not absolutely complete and may still be adjusted and updated by the team from time to time. The team has no ability and obligation to keep holders of tokens informed of every detail (including development progress and expected milestones) regarding the project to develop the platform, hence insufficient information disclosure is inevitable and reasonable. Various types of decentralised applications and networks are emerging at a rapid rate, and the industry is increasingly competitive. It is possible that alternative networks could be established that utilise the same or similar code and protocol underlying platform and attempt to re-create similar facilities. The platform may be required to compete with these alternative networks, which could negatively impact the project and/or the platform.
- 4.Loss of Talent The development of the project greatly depends on the continued cooperation of the existing technical team and expert consultants, who are highly knowledgeable and experienced in their respective sectors. The loss of any member may adversely affect the Sandman Finance platform or its future development. Further, stability and cohesion within the team is critical to the overall development of the Sandman Finance platform. There is the possibility that conflict within the team and/or departure of core personnel may occur, resulting in negative influence on the project in the future.
- 5.Failure to develop There is the risk that the development of the Sandman Finance platform will not be executed or implemented as planned, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or tokens, unforeseen technical difficulties, and shortage of development funds for activities. Hackers or other malicious groups or organisations may attempt to interfere with tokens and/or the Sandman Finance platform. in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, there is a risk that a third party or a member of the Company, the Distributor or their respective affiliates may intentionally or unintentionally introduce weaknesses into the core infrastructure of tokens and/or the Sandman Finance platform, which could negatively affect the tokens and/or the Sandman Finance platform.
- 6.Security weaknesses Further, the future of cryptography and security innovations are highly unpredictable and advances in cryptography, or technical advances (including without limitation development of quantum computing), could present unknown risks to the tokens and/or the Sandman Finance platform by rendering ineffective the cryptographic consensus mechanism that underpins that blockchain protocol.
- 7.Other risks In addition, the potential risks briefly mentioned above are not exhaustive and there are other risks associated with your purchase, holding and use of tokens, including those that the Foundation or the Distributor cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the aforementioned risks. You should conduct full due diligence on the Company, the Distributor, their respective affiliates, and the SANDMAN FINANCE team, as well as understand the overall framework, mission and vision for the project prior to purchasing tokens.
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