Crosswise intends to be a driving force contributing to pivotal integration efforts in the DeFi space, by bridging the gap between centralized and decentralized finance.
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Section 11: Miscellaneous If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the parties as closely as possible and remain enforceable. If such reformation is not possible in a manner that is enforceable, then such term will be severed from the remaining terms, and the remaining terms will remain in effect. This is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. This Agreement may not be changed, waived, or modified except by a written instrument signed by the Company. If any employee or third party consultant hired by the Company offers to modify this Agreement, he or she is not acting as an agent for the Company or speaking on the Company’s behalf. You may not rely, and should not act in reliance on, any statement or communication from an employee of the Company or anyone else purporting to act on the Company’s behalf. This Agreement is between you and the Company; there are no third-party beneficiaries. No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement. Neither this Agreement nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sublicensable by you except with the Company’s prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. The Company may assign, transfer, or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Except as explicitly stated otherwise, legal notices shall be served on the Company at [email protected]
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APPENDIX A CERTAIN RISK FACTORS ASSOCIATED WITH crosswise.finance TOKENS ("CRSS & sCRSS")
Risk of Losing Access to CRSS & sCRSS tokens As a Result of Loss of Private Key(s), Custodial Error or Purchaser Error A private key, or a combination of private keys, is necessary to access a digital wallet or vault containing a purchaser’s CRSS & sCRSS tokens. As a result, such private key(s) are necessary in order to control, sell and otherwise dispose of the CRSS & sCRSS tokens stored in such digital wallet or vault. The loss of the private key(s) needed to access such digital wallet or vault containing a purchaser’s CRSS & sCRSS tokens will result in such purchaser’s effective loss of such CRSS & sCRSS tokens. Furthermore, any third-party that gains access to such private key(s), including by gaining access to login credentials of a digital wallet or vault service that a purchaser uses, may be able to misappropriate a purchaser’s CRSS & sCRSS tokens. Any errors or malfunctions with respect to the digital wallet or vault a purchaser uses to receive and store CRSS & sCRSS tokens, including such purchaser’s failure to properly maintain or use such digital wallet or vault, could also result in such purchaser’s effective loss of CRSS & sCRSS tokens. Additionally, a purchaser’s failure to precisely follow the procedures for buying and receiving CRSS & sCRSS tokens, including, for instance, providing the wrong wallet or vault address for receiving CRSS & sCRSS tokens, could result in such purchaser’s effective loss of CRSS & sCRSS tokens.
Risks Associated with the BNB Chain Protocol (BNB) or other Blockchain Protocol that runs CRSS & sCRSS Token. CRSS & sCRSS tokens are based on the BNB Chain. As such, any malfunction, unintended function, unexpected functioning, forking, breakdown or abandonment in the BNB Chain protocol or other Blockchain protocol, or any attack on such, could cause CRSS & sCRSS tokens to malfunction or function in an unexpected or unintended manner, including, but not limited to, impacting your ability to transfer or securely hold CRSS & sCRSS tokens. Such impact could adversely affect the value of CRSS & sCRSS tokens. Furthermore, advances in cryptography or other technical advances, such as the development of quantum computing, could present risks to CRSS & sCRSS tokens by rendering ineffective the cryptographic consensus mechanism that underpins the BNB Chain protocol or other blockchain protocol.
Risk of Hacking and Security Weaknesses Hackers and other malicious groups or organizations may attempt to interfere with the functioning and ownership of CRSS & sCRSS tokens in a variety of ways, including, but not limited to, undertaking malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because CRSS & sCRSS tokens are based on open-source software, there is a risk that a third-party or a member of Crosswise Labs team could intentionally or unintentionally introduce weaknesses into CRSS & sCRSS tokens which could in turn be exploited by such groups. It may be difficult for Crosswise Labs to maintain or develop CRSS & sCRSS tokens to address emerging issues or malicious programs that develop adequately or in a timely manner, and Crosswise Labs may not have adequate resources to do so. Such events could result in a loss of trust in the security and operation of CRSS & sCRSS tokens, which could materially adversely affect the value of CRSS & sCRSS tokens and the ownership thereof.
Risk of Theft of Funds Raised in the Token Generation Event Crosswise Labs will make every effort to ensure that the funds received from the CRSS & sCRSS token sale will be securely held. Notwithstanding such security measures, there is no assurance that there will be no theft of the cryptocurrencies as a result of hacks, sophisticated cyber-attacks, distributed denials of service or errors, vulnerabilities or defects on Crosswise Labs website, in the smart contract(s) on which the escrow wallet and the CRSS & sCRSS token sale relies, on BNB Chain or any other blockchain, or otherwise.Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. In such event, even if the CRSS & sCRSS token sale is completed, Crosswise Labs may not be able to receive the cryptocurrencies raised. In such case, the Crosswise.Finance platform and any associated plans might be temporarily or permanently curtailed. As such, distributed CRSS & sCRSS tokens may hold little worth or value.
Risk of Unfavorable Regulatory Intervention in One or More Jurisdictions Blockchain technologies and cryptocurrencies are relatively recent technologies which have developed rapidly and have been rolled out into numerous applications. This evolution has presented novel issues in terms of the classification, regulation and control of these technologies. As a result, it is often unclear what, if any, regulatory regime is applicable to blockchain technologies and cryptocurrencies. As the popularity of blockchain technologies and cryptocurrencies, as well as the aggregate capitalization of cryptocurrencies, have grown, blockchain technologies have come under the scrutiny of various regulatory bodies around the world, and in some cases initiated efforts to regulate, their use and operation. In light of this evolving technological and legal landscape, the regulation of tokens (including CRSS & sCRSS tokens), token offerings, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges is likely to continue to evolve rapidly, to vary significantly among international jurisdictions and regulatory bodies, and to be subject to significant uncertainty. Going forward, various legislative, executive, and regulatory bodies in countries could adopt laws, regulations or guidance, or take other actions, which could materially negatively impact the functioning, use or legality of CRSS & sCRSS tokens. For example, regulatory inquiries or actions, including the imposition of licensing requirements or restrictions on the use, sale, or possession of digital tokens such as CRSS & sCRSS tokens, could impede, limit or terminate the development of the tokens. Furthermore, any failure by Crosswise Labs, purchasers of CRSS & sCRSS tokens or related parties to comply with any laws, rules, and regulations, some of which may not yet exist or may be subject to uncertain or varying interpretation, and which may be subject to change, could result in a variety of adverse consequences for such parties, including civil penalties and fines. The regulatory landscape of blockchain technologies and cryptocurrencies is also uncertain and varied. Various jurisdictions could, in the near future, adopt laws, regulations or directives that affect CRSS & sCRSS tokens. Such laws, regulations or directives may negatively and impact Crosswise Labs business. The effect of any future regulatory change is impossible to predict and could have a material adverse effect on Crosswise Labs, the value of the tokens and holders tokens. New or changing laws and regulations, or interpretations of existing laws and regulations, could also materially adversely affect the value of currencies into which CRSS & sCRSS tokens may be exchanged, the liquidity of the tokens, the ability to access marketplaces or exchanges to trade the tokens and the structure, use and transferability of the tokens. Crosswise Labs may choose to cease operations in a particular 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 approvals to operate in such jurisdiction. Risks Inherent in the Interoperable Nature of Cryptographic Tokens Cryptographic tokens, especially those built on the BNB Chain, such as CRSS & sCRSS tokens, are generally tradable on exchanges or through direct peer-to-peer trading protocols that are not currently regulated by any governmental authority in a manner that traditional stock or equity interests are regulated. Therefore, purchasers of CRSS & sCRSS tokens are not afforded any of the protections of laws or regulations that purchasers of traditional shares or equity would enjoy. Additionally, Crosswise Labs has included transfer restrictions as a condition for the purchase of any CRSS & sCRSS tokens, but, due to the interoperability of BNB Chain tokens, such as CRSS & sCRSS tokens, Crosswise Labs may not be able to effectively enforce such restrictions and may be unable to prevent the negative consequences of unauthorized CRSS & sCRSS token transfers and potentially subject Crosswise Labs to regulatory fines, actions or registration requirements.
Risks Associated with Cryptocurrency Exchanges Cryptocurrency exchanges on which CRSS & sCRSS tokens may trade may be relatively new and largely unregulated and may therefore be more exposed to fraud and failure than established regulated exchanges. To the extent that the cryptocurrency exchanges representing a substantial portion of the volume in CRSS & sCRSS token trading are involved in fraud or experience security failures or other operational issues, such cryptocurrency exchange failures may result in a reduction in the price and can adversely affect the value of the tokens. A lack of stability in cryptocurrency exchanges and the closure or temporary shutdown of cryptocurrency exchanges due to fraud, business failure, hackers or malware, or government-mandated regulation may result in greater volatility in the price of the tokens.
Risks Related to Future Sales or Issuance of CRSS & sCRSS tokens Any future sale or issuance of the CRSS & sCRSS tokens would increase the supply of CRSS & sCRSS tokens in the market and this may result in a downward price pressure on the CRSS & sCRSS tokens. The sale or distribution of a significant number of CRSS & sCRSS tokens outside of the token generation event (including but not limited to the sales of CRSS & sCRSS tokens undertaken after the completion of the pre-sale and issuance of CRSS & sCRSS tokens to persons other than purchasers for purposes outlined in the whitepaper), or the perception that such further sales or issuance may occur, could adversely affect the trading price of CRSS & sCRSS tokens.
Risks Related to Token Taxation The tax characterization of CRSS & sCRSS tokens in the United States and elsewhere is uncertain. Purchasers of the tokens must seek their own tax advice in connection with purchasing, holding and selling the tokens, which may result in adverse tax consequences, including withholding taxes, increased income tax liability and additional tax reporting requirements. Purchasers of the tokens should consult with and must rely upon the advice of their own professional tax advisors with respect to the U.S. and non-U.S. tax treatment of their receipt, purchase, holding and sale of the tokens.
Risk of Negative Publicity Negative publicity involving Crosswise Labs, CRSS & sCRSS tokens, or any of the key personnel of Crosswise Labs, regulation of cryptocurrencies in the U.S. or worldwide, may materially and adversely affect the market perception or market price of the CRSS & sCRSS token, whether or not it is justified.
Risk of Personal Information Disclosure Crosswise Labs may determine, in its sole discretion, that it is necessary to obtain certain information about a purchaser of CRSS & sCRSS tokens in order to comply with applicable law or regulation in connection with selling CRSS & sCRSS tokens to such purchaser. A purchaser may be asked to provide such information upon request, and Crosswise Labs may refuse to sell CRSS & sCRSS tokens to such purchaser until they provide the requested information and Crosswise Labs has determined that it is permissible to sell CRSS & sCRSS tokens to them under applicable law or regulation. Crosswise Labs will take reasonable measures to ensure that any such disclosed personal information is maintained confidentially and/or destroyed as applicable, but where such information is transmitted or stored electronically, there is a risk of its unintentional disclosure to third parties as a result of hacking, accidental disclosure or disclosure demanded by governmental authorities.
Risk of Uninsured Losses Unlike bank accounts or accounts at certain other financial institutions, CRSS & sCRSS tokens are uninsured as a store of value unless a purchaser specifically obtains private insurance to insure them. Thus, in the event of loss or loss of value of CRSS & sCRSS tokens, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by Crosswise Labs, to offer recourse to a purchaser of CRSS & sCRSS tokens.
Unanticipated Risks Cryptographic tokens are a new and untested technology. In addition to the risks discussed here there are risks that Crosswise Labs cannot anticipate. Further risks may materialize as unanticipated combinations or variations of the aforementioned risks, or yet unforeseen risks, develop. Such risks could have unanticipated consequences, including a material adverse impact on the value of CRSS & sCRSS tokens or the ownership thereof.