Disclaimer
PLEASE READ THIS SECTION OF THE WHITEPAPER CAREFULLY. CONSULT LEGAL, FINANCIAL, TAX, OR OTHER PROFESSIONAL ADVISORS IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE. INFORMATION PROVIDED IN THIS WHITEPAPER MAY NOT BE EXHAUSTIVE AND DOES NOT CONSTITUTE THE FORMATION OF ANY CONTRACTUAL RELATIONSHIP OR OBLIGATIONS. WHILE WE MAKE EVERY EFFORT TO ENSURE THAT MATERIAL FOUND IN THIS WHITEPAPER IS ACCURATE AND UP TO DATE, SUCH MATERIAL IN NO WAY CONSTITUTES PROFESSIONAL ADVICE. WE DO NOT GUARANTEE NOR ACCEPT ANY LEGAL LIABILITY ARISING FROM THE ACCURACY, RELIABILITY, CURRENCY, OR COMPLETENESS OF ANY MATERIAL CONTAINED IN THIS WHITEPAPER. NO PART OF THIS WHITEPAPER IS LEGALLY BINDING OR ENFORCEABLE, NOR IS IT MEANT TO BE. IN THIS WHITEPAPER YOU WILL FIND INFORMATION (THE “CONFIDENTIAL INFORMATION”) SUMMARIZING THE PRODUCTS OFFERED BY NFM (THE “COMPANY”) AND ITS AFFILIATES. THE NON-FUNGIBLE MINERS ECOSYSTEM, INCLUDING WITHOUT LIMITATION, THE NFM UTILITY TOKENS (the “NFM TOKENS”), THE NON-FUNGIBLE MINERS GAME, THE NON-FUNGIBLE MINERS WEBSITE. THE SOLE PURPOSE OF THIS CONFIDENTIAL INFORMATION IS TO ASSIST THE RECIPIENT IN DECIDING WHETHER TO PROCEED WITH FURTHER INVESTIGATION OF A POSSIBLE TRANSACTION WITH THE COMPANY. ALL INQUIRIES CONCERNING THE CONFIDENTIAL INFORMATION SHOULD BE DIRECTED TO THE COMPANY. THE CONFIDENTIAL INFORMATION HAS BEEN PREPARED FROM INFORMATION, ESTIMATES, PROJECTIONS AND ASSUMPTIONS PROVIDED BY THE COMPANY AND FROM OTHER SOURCES BELIEVED TO BE RELIABLE. NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ARE MADE BY THE COMPANY AS TO THE COMPLETENESS OR ACCURACY OF SUCH INFORMATION, ESTIMATES, PROJECTIONS OR ASSUMPTIONS. THE COMPANY AND ITS PERSONNEL AND OTHER REPRESENTATIVES EXPRESSLY DISCLAIM ANY LIABILITY FOR DAMAGES, DIRECT OR CONSEQUENTIAL, ARISING OUT OF OR RELATED TO THE CONFIDENTIAL INFORMATION, OR OMISSIONS THEREFROM, OR ANY OTHER INFORMATION PROVIDED IN WRITING, ORALLY OR OTHERWISE REGARDING ANY PROPOSED TRANSACTION WITH THE COMPANY. THE RECIPIENT EXPRESSLY UNDERSTANDS AND AGREES THAT ANY ESTIMATES, PROJECTIONS AND ASSUMPTIONS ARE, BY DEFINITION, UNCERTAIN. ANY PARTY CONSIDERING A TRANSACTION WITH THE COMPANY AGREES TO LOOK SOLELY TO ITS OWN DUE DILIGENCE AND ANY REPRESENTATIONS, WARRANTIES AND/OR COVENANTS SET FORTH IN A FULLY EXECUTED, DEFINITIVE WRITTEN AGREEMENT WITH THE COMPANY RELATIVE TO THE TRANSACTION.
Important Notice: Please read this entire section carefully as it contains important information from the Company as set out in this Whitepaper. You are strongly advised to take independent legal advice on whether you are permitted under the laws of your jurisdiction to take part in the token offering of the Company. The Company does not recommend that you purchase NFM tokens unless you have prior experience with cryptographic tokens, blockchain-based software, and distributed ledger technology and unless you have taken independent professional advice (including legal advice as aforesaid, tax advice and other relevant professional advice). Take note that by purchasing, holding and/or using NFM tokens, you are representing that you have reviewed this Whitepaper and that you have indeed taken independent legal advice, tax advice and other relevant professional advice. If you have any questions or require clarifications regarding this Whitepaper, NFM token and its related risks, please contact us.
Not Professional Advice: Whether taken as a whole or read in part, this Whitepaper is not, should not be regarded as and should not be relied upon as, any form of legal, financial, tax, or other professional advice. You should seek independent professional advice before making your own decision as to whether to participate in this token offering, the services offered by the Company. You are solely responsible for any and all evaluations, assessments, and decisions you make in relation to NFM tokens.
NFM Tokens are Excluded from Countries that Prohibit Token Sales: NFM tokens should not be purchased or used in any jurisdiction that prohibits the sale, offering or use of cryptocurrency. Citizens, nationals, residents (tax or otherwise) and/or green card holders of each of (i) Libya; (ii) Syria; (iii) Lebanon; (iv) Iran; (v) Pakistan; (vi) Bolivia, (vii) Ecuador, (viii) Kyrgyzstan; (ix) Morocco, (x) Nepal (xi) Israel; (xii) any other country which prohibits the possession, dissemination or communication of this Whitepaper and/or prohibits participation in initial coin offerings or token sales or the purchase of tokens or any such similar activity; are not permitted to participate in this token offering. You should seek independent legal advice pertaining to the legal and regulatory status of the NFM tokens in your jurisdiction before taking part in the token offering of the Company.
Prominent Statements: The information contained in this Whitepaper about the proposed business opportunity is not intended to be the only information on which a decision is to be made and is not a substitute for a disclosure document or any other notice that may be required under the law. Detailed information may be needed to make a token participation decision. Prospective participants should be aware that no established market exists for trading any tokens that may be offered.
No Representations and Warranties by the Company: The Company does not make or purport to make and hereby disclaims, any representation, warranty, undertaking, or other assurance (express or implied) in any form whatsoever to any person, including any representation, warranties, undertakings, or other assurances in relation to the truth, accuracy, or completeness of any part of the information in this Whitepaper. Without prejudice to the generality of the aforesaid, the Company has not made any representation in any form to induce (and if you participate in this token offering or purchase, hold and/or use any NFM tokens, you hereby confirm that no form of inducement was made to you to induce) you to participate in this token offering or to purchase or hold and/or use NFM token(s) and further that you have participated in this token offering, purchased, held and/or used NFM token(s) solely on your own volition.
No Prospectus or Profile Statement: The contents in this Whitepaper do not constitute any form of prospectus or investment solicitation or an offer or an invitation to offer to purchase any securities in any jurisdiction. The document is not based on or prepared in accordance with the laws and regulations that are designed to protect investors in any jurisdiction.
No rights (of the token holder): NFM tokens holders are not entitled to any form of rights, including but not limited to any ownership, distribution rights (including but not limited to profits), redemption rights, liquidation rights, exclusive rights (including all forms of intellectual property rights) or other financial or legal rights, except those specifically provided in this Whitepaper.
Forward-Looking Statements: Certain declarations, estimations and financial information in this Whitepaper constitute forward-looking statements or information. Such forward-looking statements or information involve known, unknown risks and uncertainties which may cause actual events or results to materially differ from the estimations and results implied or expressed in these forward-looking statements. The Whitepaper may be modified by the Company to provide further and more detailed information.
Risks Related to Speculative Trading Prices for NFM Tokens: The valuation of digital tokens in a secondary market is (typically) not transparent and highly speculative in nature. NFM tokens do not hold any ownership rights to the Company’s assets, and therefore, are not backed by any tangible asset. Trading prices of NFM tokens can fluctuate greatly within a short period of time. There is a risk that a NFM token holder could lose his/her entire sum paid to purchase NFM tokens. In the worst-case scenario, NFM tokens could be rendered worthless.
Platform Services and Risks: You agree that you are solely responsible for making your own independent investigation and appraisal of the NFM tokens and the Products and Services. You shall fully understand and familiarize yourself with all the terms and conditions of the Products and Services and the risks involved and agree that you will only utilize the Products and Services on the basis of your own independent review and determination that the utility of the Products and Services is suitable and appropriate for you, taking into account your specific objectives, financial situation, experience, knowledge and particular needs. You expressly acknowledge that you have the appetite to assume all economic consequences and risks of utilizing the Products and Services and to the extent necessary, have obtained consultation from tax, legal and other advisers.
No Rights to Attributes or Functionalities or Features: Notwithstanding the contents of this Whitepaper, the Company does not guarantee and does not represent in any way to the purchaser that NFM tokens have any rights, uses, purpose, attributes, functionalities, or features. The Company reserves the right (in its sole and absolute discretion), to amend the uses, purposes, attributes, functionalities or features of the NFM tokens.
Risk of Enterprise Failure: There is no assurance of any success or development of the NFM tokens by the Company. The products and services provided by the Company (the “Products and Services”) have not been fully developed, finalized and integrated and are subject to further changes, updates and adjustments prior to its launch. Such changes may result in unexpected and unforeseen delays and impact its launch and therefore failure of the Company. If and when the Products and Services are fully developed, there is no assurance of adoption or being utilized by its target users and therefore, there exists the risk of enterprise failure.
NFM tokens are neither Approved nor Disapproved by OSC: Neither this Whitepaper nor any other documents nor any prospectus or any document in lieu of a prospectus in connection with this Whitepaper or this offering of NFMtokens has been or will be registered with any government body or regulatory authority in Ontario (including the Ontario Securities Commission (“OSC”)) or elsewhere. Neither this Whitepaper nor this offering of NFM tokens have been submitted to or reviewed by, approved or not approved by any government body or regulatory authority in Ontario (including the OSC) or elsewhere.
NFM tokens are not capital markets products, securities, shares, debentures or units in a collective investment scheme or business trust, as respectively defined under the Ontario Securities Act, RSO 1990 (c S.5) (“OSA”). Accordingly, the OSA does not apply to the offer and sale of NFM tokens. For the avoidance of doubt, this offering of NFM tokens need not be accompanied by any prospectus or profile statement and no prospectus or profile statement is required to be lodged with the OSC.
Upon purchasing any NFM tokens and/or utilizing the services provided by the Company, you will be deemed to have reviewed this Whitepaper in full and to have acknowledged and agreed to the terms of this offering of NFM tokens, including the fact that this offering does not fall within the scope of any securities laws in Canada and is not regulated by the OSC. You further acknowledge and agree that NFM tokens are not capital markets products, securities, shares, debentures or units in a collective investment scheme or business trust, as respectively defined under the OSA and are not meant to generate any form of investment return. Persons considering purchasing NFM tokens are responsible for conducting their own due diligence (including financial and legal due diligence) on the Company and the NFM tokens and should ensure that they fully understand and are able to bear the risks of purchasing NFM tokens as set out herein in this section.
This Whitepaper and any part hereof may not be distributed or otherwise disseminated in any jurisdiction where digital token offerings or sale or purchase of digital tokens is or may be regulated or prohibited.
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