TERMS AND CONDITIONS OF SUCCESSLIFE TOKEN SALE
PLEASE READ THESE TERMS OF TOKEN SALE AND USE CAREFULLY. YOU ACKNOWLEDGE THAT THERE ARE CERTAIN RISKS ASSOCIATED WITH PURCHASING TOKENS, INCLUDING THOSE SPECIFIED IN EXHIBIT C, AND AGREE TO ASSUME SUCH RISKS UPON ANY PURCHASE OF TOKENS. IN ADDITION, NOTE THAT SECTION 14 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.
Your purchase of SuccessLife Tokens (“Tokens”) during the Token sale period (“Sale Period”) from SuccessLife Global Pte Ltd, a limited liability company registered in Singapore with Unique Entity Number (UEN) Reg No: 201730489C (“SuccessLife,” “we,” or “us”) is subject to these Terms of Token Sale and Use (“Terms”). Each of you and SuccessLife is a “Party,” and together the “Parties.”
By purchasing Tokens from us during the Sale Period, you agree to, and will be bound by, these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at [email protected]
You and SuccessLife agree as follows:
Purpose and Use of Tokens in the Consortium
The purpose of the Tokens is to facilitate the provision and receipt of access to a marketplace for premium personal and business development content through seminar and workshop organization and related services (as further described in Exhibit A, the “Services”) through the software platform (the “SuccessLife Platform”) that SuccessLife makes available to Token holders and that allows Token holders to act in a decentralized democratic community (the “Consortium”) and through any other market that will accept Tokens. The SuccessLife Platform serves as a user interface for members of the Consortium to receive the Services. Important additional details regarding the Consortium, Services, the SuccessLife Platform, and SuccessLife are provided in Exhibit A. Ownership of Tokens carries no rights, express or implied, other than the right to use Tokens as a means to enable access to and receive the Services. In particular, you understand and accept that Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the SuccessLife Platform, the Services, the Consortium or SuccessLife and its corporate affiliates, other than rights relating to the provision and receipt of Services, subject to limitations and conditions in these Terms and other applicable terms and policies. The Tokens are not intended to be a digital currency, security, commodity or any other kind of financial instrument.
Scope of Terms
Cancellation; Refusal of Purchase Requests
Your purchase of Tokens from us during the Sale Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel Token purchase requests at any time in our sole discretion.
Token Sale Procedures and Specifications
Important information about the procedures and material specifications of our Token sale is provided in Exhibit B, including, but not limited to, details regarding the timing and pricing of the Token sale, the amount of Tokens we will sell, and our anticipated use of the Token sale proceeds. By purchasing Tokens, you acknowledge that you understand and have no objection to these procedures and material specifications.
Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with purchasing Tokens, holding Tokens, and using Tokens for receiving or participating in Services, as disclosed and explained in Exhibit C. If you have any questions regarding these risks, please contact us at [email protected] PURCHASING TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
In particular, you represent and warrant that you:
- have a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like Bitcoin (BTC) and Ether (ETH), and multichain-based software systems;
- are of a sufficient age to legally obtain Tokens;
- have no right against any party to request any refund of payment submitted for the purchase of Tokens as the minimum amount sought to be raised ($2m) has already been raised;
- by obtaining, holding or using a Token, and to the extent permitted by law, will not hold any third party (including developers, contractors, advisers or creators) liable for any regulatory implications or liability associated with or arising from obtaining, owning or using Tokens.
You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold Tokens you purchase from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. We are not responsible for any such losses.
The purchase price that you pay for Tokens is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of Tokens. By purchasing Tokens, and to the extent permitted by law, you agree to not hold us, our affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of Tokens.
Representations and Warranties
By purchasing Tokens, you represent and warrant that:
You have read and understood these Terms (including all Exhibits); and
You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), multichain technology and multichain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing the Tokens; and
You have obtained sufficient information about the Tokens to make an informed decision to purchase the Tokens and have otherwise had opportunity to contact us at [email protected] with any questions you may have regarding purchasing Tokens; and
You understand that the Tokens confer only the right to receive and participate in Services and confer no other rights of any form with respect to the Consortium, the SuccessLife Platform or SuccessLife or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial, legal, or corporate governance rights; and
You and other members of the Consortium are purchasing Tokens to receive or participate in Services and to support the operation of SuccessLife, the SuccessLife Platform, and SuccessLife’s provision of the Services to the Consortium. You are not purchasing Tokens for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes; and
Your purchase of Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for purchasing the Tokens, using the Tokens in connection with the Services, and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained; and
You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of Tokens; and
If you are purchasing Tokens on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly); and
You are not (i) a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf; and
Your purchase of Tokens hereunder was not made using funds stemming from illegal or unethical activities or sources; and
you will supply us with all accurate information, documentation or copy documentation that we require in order to allow us to accept your purchase of Tokens and allocate Tokens to you, and you will provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligation and/or any change to the information supplied by you to us.
To the fullest extent permitted by applicable law, you will indemnify and hold harmless SuccessLife and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, legal and financial advisers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “SuccessLife Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to: (i) your purchase or use of Tokens, (ii) your responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any other person or entity.
While you may observe and participate in any applicable legal proceedings, SuccessLife reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 10(a), including choice of legal counsel. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other written agreement between you and SuccessLife.
Disclaimer of Warranties
THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. WE EXPRESSLY DISCLAIM ALL IMPLIED AND STATUTORY WARRANTIES AS TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, QUIET ENJOYMENT, SATISFACTORY QUALITY, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WE DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS WILL BE CORRECTED. WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THAT THE USE OF THE TOKENS WILL BE UNINTERRUPTED.
As specified more fully in Exhibit C, transactions using crypto currency and multichain technology, such as those involving the sale of Tokens, are at risk to multiple potential failures, including but not limited to, high network volume, computer failure, multichain failure of any kind, and user failure. We are not responsible for any loss of data, Ether, crypto currencies, Tokens, hardware or software resulting from (i) any such failures, or (ii) any actions taken by you in connection with the Token sale.
The disclaimers and other risk disclosures contained in these Terms will apply to the fullest extent permitted by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section may not apply to you.
Limitation of Liability
IN NO EVENT WILL SUCCESSLIFE OR ANY OF THE SUCCESSLIFE PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, CONSORTIUM, SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF YOU OR SOMEONE ELSE HAS ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE BY YOU OR US.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF SUCCESSLIFE AND THE SUCCESSLIFE PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE TOKENS.
The limitations set forth in Section 12(a) will not limit or exclude liability for the gross negligence, fraud or intentional, willful or reckless misconduct of SuccessLife.
The liability limitations and exclusions in this Section will apply to the fullest extent permitted by law. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section may not apply to you.
To the fullest extent permitted by applicable law, you release SuccessLife and the other SuccessLife Parties from responsibility, liability, claims, demands and damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under any statute, regulation or common law principle that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
Dispute Resolution; Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS ADDITIONAL PROVISIONS APPLICABLE ONLY TO INDIVIDUALS LOCATED, RESIDENT OR DOMICILED IN THE UNITED STATES. IF YOU ARE LOCATED, RESIDENT OR DOMICILED IN THE UNITED STATES, THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SUCCESSLIFE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and SuccessLife (i) waive your and SuccessLife’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and SuccessLife’s respective rights to a jury trial. Instead, you and SuccessLife will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and SuccessLife and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Federal Arbitration Act. These Terms affect interstate commerce and the enforceability of this Section 14 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
Notice; Informal Dispute Resolution. Each party will notify the other party in writing of any Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to SuccessLife shall be sent by email to SuccessLife at [email protected] Notice to you shall be by email to the then-current email address made available by you. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and SuccessLife cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or SuccessLife may, as appropriate and in accordance with this Section 14, commence an arbitration proceeding or, to the extent specifically provided for in Section 14(a), file a claim in court.
Process. Any arbitration will occur in Singapore. Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference. The courts located in Singapore will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county where you reside if the Dispute meets the requirements to be heard in small claims court.
Authority of Arbitrator. As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the rules of JAMS, or (ii) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this Section 14 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 14 will remain valid and enforceable. Further, the waivers set forth in Section 14(b) are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
Governing Law and Venue
These Terms shall be governed by, and construed in accordance with, the laws of the Country of Singapore, without reference to its choice of law rules. Subject to the arbitration provisions above, exclusive venue for any action arising out of or in connection with this agreement shall be in Singapore. The parties each hereby consent to the jurisdiction and venue in Singapore and waive any objections to such jurisdiction and venue. Notwithstanding the foregoing, you agree that SuccessLife shall be entitled to apply for injunctive remedies or other equitable relief in any jurisdiction. Subject to any applicable law to the contrary, you agree that any cause of action arising out of or related to the use of our Services must be commenced within one (1) year after the cause of action accrues, or such action will be permanently barred.
If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms, and the rest of these Terms will otherwise remain in full force and effect.
Changes to Terms
We reserve the right, at our sole discretion, to change, modify, add, or remove portions of the Terms at any time, including, without limitation, as is reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at https://www.successlife.com and update the “Last Updated” date above. The amended Terms will be effective immediately.
These Terms constitute the entire agreement between you and us relating to your purchase of Tokens. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Neither these Terms, nor purchasing Tokens from us, create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, may be provided in electronic form. SuccessLife’s failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms. All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms. These Terms do not limit any rights that SuccessLife may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to SuccessLife, pursuant to this Agreement or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to SuccessLife.
Description of SuccessLife, Services and Tokens
Overview of SuccessLife
SuccessLife is a limited liability company registered in Singapore with Unique Entity Number (UEN) Reg No: 201730489C that through its associated companies aims to create and build a decentralized marketplace for premium personal and business development content for users to gain online access and entry to selected live seminars, workshops, webinars, products and services (collectively, the "Services").
SuccessLife is part of the Success Resources group of companies that has for over 25 years, organized and promoted over 500 seminars and workshops across 30 countries, with more than 10 million attendees. SuccessLife is its latest offering to serve the needs of the personal development, business training industries with products, services and events delivered without time, location, and platform limitations.
Each activity on the platform – from event attendance, content creation to content consumption – is able to be powered by the Tokens.
Overview of Management
SuccessLife’s Founders are:
Richard Tan Poh Choon, Chairman
Michael Burnett, Chief Executive Officer
Veronica Tan, General Manager
Patrick Liew, Advisor
SuccessLife’s core management team is as follows:
Peggy Chan – Chief Financial Officer
Loh Chang Chiat – Chief Technical Officer
Clarence Ho – Vice President, Community Management
Jason Tyne – Growth Strategist
Michael Lane – Country Manager (Australia)
Vivien Leow – Country Manager (China)
June Yoon – Country Manager – (Europe)
Chong Koh Vui – Country Manager (Malaysia)
Davis Koh – Country Manager (Singapore)
Totka Spasova – Country Manager (United Kingdom)
SuccessLife’s consultants and strategic partners are as follows:
Chriss Okazaki, Strategic Partner, Japan
Ivan Oshry – Head of Corporate at Kemp Strang Lawyers, Sydney Australia
Daniel Sloan – CEO BlockChainSaw LLC, Blockchain and ICO consultant/adviser
Matthew Loughran – CEO Midtown West Media - Blockchain CMO | ICO Media & PR Consultant | Token Sale Strategist
Cecil Robles – CEO Genesys Financial Group and investment adviser
Overview of Services
We intend for SuccessLife to be much more than a content aggregator. It will be a community marketplace in which speakers, trainers, coaches and experts, both established and emerging, will be able to distribute their curated content and promote their services for direct access by consumers and in which market participants will be able to freely trade, attend online events and make reservations for offline events with Tokens.
One can expect:
- Up to 10,000 hours of audio and video from the world’s best speakers in this space
- Masterclass courses for skills development
- Live and packaged personal coaching and training
- Personal development products, services and live event tickets
- Connection and engagement with a supportive community
- Rewards (in the form of Tokens) for contributing your own content
Overview of Tokens
The utility of the Tokens will be enhanced over time to the extent that more influence will be granted to Token holders as more events and content is acquired by SuccessLife, such that the amount of influence that can be obtained for each Token and demand for Tokens will grow.
SuccessLife will apply for the listing of the Tokens on various exchanges but will not otherwise support or facilitate any secondary trading or external valuation of Tokens.
From a commercial standpoint, SuccessLife seeks to promote the purchase and sale of Tokens, the SuccessLife Platform and the Services while reducing the total cost of access to, and participation in, personal and business development content, seminars, and workshops for Token holding members of the SuccessLife community.
SuccessLife has minted and transferred 100 million Tokens to a SuccessLife-managed custodial wallet (the “Treasury”). SuccessLife will transfer up to 70 million Tokens from the Treasury to the SuccessLife Launch Platform in order to be sold and delivered to purchasers of Tokens during the Sale Period, according to procedures set forth in Exhibit B below.
Token Sale Procedures and Specifications
The price per Token is as follows (based on stages, as further described below, and measured as USD price per Token):
Stage 1: $0.25/Token
Stage 2: $0.35/Token
Stage 3: $0.55/Token
Stage 4: $0.75/Token
Stage 5: $0.80/Token
Stage 6: $0.85/Token
Stage 7: $0.90/Token
Stage 8: $0.95/Token
Stage 9: $1.00/Token
Stage 10: $1.05/Token
Stage 11: $1.10/Token
payable in Ether, Bitcoin or (each, a “Payment Currency”), according to applicable exchange rates for your Payment Currency (i.e., ETH/USD, BTC/USD, etc.) published on cryptocompare.com as of the time your unique deposit address receives payment from you for Tokens, according to the procedures set forth in Section 3 of this Exhibit B. SuccessLife reserves the right to lower the price per Token, at its sole discretion, during the Sale Period.
Commencement, Duration and Completion of Token Sale
SuccessLife will conduct a token sale (the “Sale Period”), which will be executed in stages, where the first four stages are each a part of a Private Sale and the final seven stages represent the Public Sale.
The first stage will begin at 11:00 EDT (3:00 PM UTC) on October 29, 2017 and end on 5:00 EDT (9:00 PM UTC) November 30, 2017.
The second stage will begin at 11:00 EDT (3:00 PM UTC) on November 31, 2017 and end on 5:00 EDT (9:00 PM UTC) December 29, 2017.
The third stage will begin at 11:00 EDT (3:00 PM UTC) on December 30, 2017 and end on 5:00 EDT (9:00 PM UTC) January 30, 2018.
The fourth stage will begin at 11:00 EDT (3:00 PM UTC) on January 31, 2018 and end on 5:00 EDT (9:00 PM UTC) March 15, 2018.
The fifth stage will begin at 11:00 EDT (3:00 PM UTC) on April 15 2018 EDT (9:00 PM UTC) and will immediately and automatically close upon US$2.7 million worth of tokens being sold.
Each subsequent stage will automatically commence on closing of the immediatley preceding stage and each will immediately and automatically close upon US$2.7 million worth of tokens being sold in that stage.
The goal is to raise $8,000,000 during the Private Sale and $19,000,000 during the Public Sale, but additional amounts may be raised. If less than $2,000,000 in proceeds is received by the end of the Sale Period (the “Minimum Subscription Amount”), the SuccessLife Launch Platform will not deliver Tokens and will instead return all Payment Currency received from purchasers to the return addresses provided by purchasers (as discussed further below).
Procedures for Buying and Receiving Tokens
Each prospective SuccessLife ICO participant is solely responsible to determine whether they are lawfully eligible to participate based on their respective jurisdiction of residence.
To purchase Tokens during the Sale Period, you must have certain token wallets established and operational. Specifically, you must have an Ethereum wallet if you wish to purchase Tokens using Ether or a Bitcoin wallet if you wish to purchase Tokens using Bitcoin or a Litecoin wallet if you wish to purchase Tokens using Litecoin. SuccessLife reserves the right to prescribe additional guidance regarding specific wallet requirements. At the Launch Date, SuccessLife will make available a web application to facilitate your purchase and receipt of Tokens. If you wish to purchase Tokens, you must first provide either your Bitcoin address (if you wish to purchase Tokens using Bitcoin) or your Ethereum address (if you wish to purchase Tokens using Ether) or your Litecoin address (if you wish to purchase Tokens using Litecoin) to the web application as a return address. SuccessLife is collecting return addresses so that it may return purchasers’ Bitcoin, Ether or Litecoin if the Minimum Subscription Amount is not reached (as described in Section 2 of this Exhibit B) or in the event that unforeseen circumstances otherwise cause SuccessLife to decide to not proceed with the sale of Tokens.
SuccessLife may also request certain optional information, such as an email address, through the web interface. The web application will then send you a unique deposit address for Bitcoin, Ether or Litecoin, as the case may be (. Once the unique deposit address has received the Bitcoin, Ether or Litecoin from you, SuccessLife will authorize the Smart Contract System to deliver Tokens to the wallet address that you provided to SuccessLife for delivery of the Tokens. The Smart Contract System is deployed by SuccessLife from the State of Singapore, and is programmed so that all transactions it executes will be executed in the State of Singapore. As such, title to, and risk of loss of, Tokens delivered by the Smart Contract System passes from SuccessLife to purchasers in the State of Singapore. SuccessLife anticipates that delivery of Tokens from the Smart Contract System to purchasers will occur within fifteen (15) days after the Sale Period concludes, but reserves the right to delay delivery up to four weeks after the conclusion of the Sale Period. Although SuccessLife does not anticipate any security issues arising from the sale of Tokens, this four week timeframe is intended as a precautionary buffer period for SuccessLife to resolve any such security issues.
Tokens to be Sold
SuccessLife anticipates selling up to 100 million Tokens during the Sale Period. All sales of Tokens are final and non-refundable for any reason. The Tokens to be sold during the Sale Period will be from a pool of SuccessLife-owned Tokens transferred from the Treasury to the Launch Platform System. All Tokens will be of equal value and functionality.
Tokens Retained by SuccessLife
Tokens not sold during the Sale Period will be retained by SuccessLife (the “Retained Tokens”). Over time, SuccessLife currently anticipates using the Retained Tokens to compensate employees (including salaries and non-salary compensation), to fund future development of the SuccessLife Platform, provide grants to (or purchase equity stakes in) third-parties working on projects in the SuccessLife Platform ecosystem, including but not limited to payments to content publishers, content creators, and advertisers, donate Tokens to non-profit entities, and support general development of the SuccessLife Platform. These anticipated purposes are listed for illustration only, and SuccessLife reserves the right to use reserved Tokens for other purposes at its sole discretion.
Tokens or Sale Proceeds Retained by Founders and Existing Investors
Except to the extent paid as compensation for work performed for SuccessLife, neither the founders nor the existing investors of SuccessLife will receive Retained Tokens from SuccessLife or any amount of the Ether or Bitcoin that is used to purchase Tokens from SuccessLife during the Sale Period.
Part of the Reserve Fund pool will be used in the SuccessLife Ecosystem as rewards for content publishers and incentive programs for third-party service providers.
Another part of the reserve fund will also be used to incentivize and fund the promotion of the Token Sale for the SuccessLife team, advisors and consultants.
The Private Sale and Public Sale Tokens will be distributed to investors within approximately 14 days after the Token Sale concludes
The Referral Program will reward SuccessLife Token Sale supporters who help to expand its reach engagement and presence on the social web. A total of 5% out of the total supply of
Tokens, are reserved for the Referral Program. The mechanics of the referral program will be announced on the SuccessLife official website at the launch of the Public Sale.
Use of Funds from Token Sale
The entirety of the proceeds from the sale of Tokens during the Private Sale as well as the Public Sale will be kept in multisig escrow wallets.
SuccessLife’s use of cryptocurrency proceeds from the sale of Tokens, including any subsequent exchange or conversion of cryptocurrency for or into fiat currency (collectively, the “Proceeds”), shall be governed by these Terms. Generally, the Proceeds will be used to acquire talent and content for the SuccessLife Platform and cover SuccessLife’s operating costs. The following is SuccessLife’s anticipated use of Proceeds:
SuccessLife Development (35% of sales proceeds)
Development of the SuccessLife marketplace with integration to the SuccessLife Ecosystem. This would require significant investments in:
- Systems: The software licenses and the support system costs are expected to take up the bulk of development costs.
- Development Engineers: Seasoned engineers are an essential talent to hire. To build a sustainable product with global outreach, we plan to spend a significant amount of money to permanently hire experienced engineers to take the SuccessLife platform to the masses.
Content Acquisition (30% of sales proceeds)
The goal is to build a global web content portal with up to 10,000 hours of audio and video content from industry experts and celebrity professionals. Obtaining premium content from such sources involves licensing and royalties that come with a high up front and recurring fees.
Marketing Capabilities (17% of sales proceeds)
The goal is to build a team of creative marketing minds with the aim to grow the SuccessLife client base to 30 million. Marketing funds would also be utilized for tasks such as branding, PR, community management and the wider Crypto community.
Operations & Administration (15% of sales proceeds).
Part of the funds raised will be used to run the day-to-day activities of SuccessLife. A significant part of this will be spent to implement Legal and Compliance standards. We are obliged to ensure this Token Sale is fully AML compliant, wherein it is mandatory for every investor to provide their KYC (Know Your Customer) information prior to participation.
Contingency (3% of sales proceeds)
This amount will be used to meet any unforeseen costs, if any.
The envisioned expenditures and areas of development described above are provided for illustrative purposes only, and SuccessLife reserves the right to allocate its resources, including proceeds from the sale of Tokens toward such areas of development at its sole discretion.
Certain Risks Relating to Purchase, Sale and Use of Tokens
Important Note: As noted elsewhere in these Terms, the Tokens are not being structured or sold as securities or any other form of investment product and no returns of any kind are being promised or represented. Accordingly, none of the information presented in this Exhibit C is intended to form the basis for any investment decision, and no specific recommendations are intended. SuccessLife expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit C, (ii) any error, omission or inaccuracy in any such information, or (iii) any action resulting from such information.
By purchasing, holding and using Tokens, you expressly acknowledge and assume the following risks:
Risk of Losing Access to Tokens Due to Loss of Private Key(s)
A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate or convert your Tokens.
Risks Associated with the Etherium Protocol
Because the Services, the SuccessLife Platform and Tokens are based on the Etherium protocol, any malfunction, breakdown or abandonment of the Etherium protocol may have a material adverse effect on the Services, the SuccessLife Platform or Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Services, the SuccessLife Platform, and Tokens by rendering ineffective the cryptographic consensus mechanism that underpins the Etherium protocol.
Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Etherium protocol, the Tokens are susceptible to attacks by miners in the course of validating Token transactions on the Etherium blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Services, the SuccessLife Platform, and Tokens, including, but not limited to, accurate execution and recording of transactions involving Tokens.
Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the Services, the SuccessLife Platform, or the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing, etc. Furthermore, because the SuccessLife Platform is based on open-source software, there is a risk that a third party or a member of the SuccessLife team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the SuccessLife Platform, which could negatively affect the Services, the SuccessLife Platform, or the Tokens.
Risks Associated with Markets for Tokens
The Tokens are intended to be used in connection with the Services and although in due course the tokens may be accepted as currency by other vendors, SuccessLife will not support or otherwise facilitate any secondary trading or external valuation of Tokens. This restricts the contemplated avenues for using Tokens to the provision or receipt of Services, and could therefore create illiquidity risk with respect to the Tokens you hold. Even if secondary trading of Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation (or equivalent), or private insurance arranged by SuccessLife, to offer recourse to you.
Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of the Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the SuccessLife Platform and the Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the SuccessLife Platform and the Tokens. Regulatory actions could negatively impact the SuccessLife Platform and the Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that require registration or licensing. SuccessLife reserves the right to 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.
Risks Arising from Taxation
The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with purchasing Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes, consumption taxes and tax reporting requirements.
Risk of Alternative Networks
It is possible that alternative networks could be established that utilize the same open source code and protocol underlying the Services and attempt to facilitate services that are materially similar to the Services. The Services may compete with these alternative networks, which could negatively impact the Services and Tokens.
Risk of Insufficient Interest in the Distributed Applications
It is possible that neither the Services nor the SuccessLife Platform will be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the SuccessLife Platform or the software platform underlying the Services) more generally. Such a lack of use or interest could negatively impact the development of the SuccessLife Platform or such software platform underlying the Services and therefore the potential utility of Tokens.
Risks Associated with the Development and Maintenance of the Platform
The Services and the SuccessLife Platform are still under development and may undergo significant changes over time. Although we intend for the Services, the SuccessLife Platform and Tokens to follow the specifications set forth in Exhibit A, and intend to take commercially reasonable steps toward those ends, we may have to make changes to the specifications for any number of legitimate reasons. This could create the risk that the Services, the SuccessLife Platform and Tokens, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and maintain the Services and its underlying software platform, it is still possible that the Services or the SuccessLife Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Services, the SuccessLife Platform, and Tokens.
Risk of an Unfavorable Fluctuation of Ether and Other Currency Value
SuccessLife intends to use the Proceeds to operate SuccessLife, as described further in Exhibit B. The Proceeds will be denominated in Ether, Bitcoin or Litecoin and exchanged for or converted into fiat currencies. In addition, some of the Tokens in the Private Sale may also be denominated in fiat currencies. If the value of Ether, Bitcoin or Litecoin or other currencies fluctuates unfavorably during or after the Sale Period, the SuccessLife team may not be able to fund development, or may not be able to develop or maintain the Services in the manner that it intended.
Risk of Dissolution of SuccessLife
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether, Bitcoin or Litecoin (or other cryptographic and fiat currencies), decrease in the Tokens’ utility, the failure of commercial relationships, or intellectual property ownership challenges, the Services may no longer be viable to operate and SuccessLife may dissolve.
Risks Arising from Lack of Governance Rights
Because Tokens confer no governance rights of any kind with respect to the Services or SuccessLife or its corporate affiliates, all decisions involving the Services or SuccessLife will be made by SuccessLife at its sole discretion, including, but not limited to, decisions to discontinue the Services, to create and sell more Tokens providing access to the Services, or to sell or liquidate SuccessLife. These decisions could adversely affect the Services and the Tokens you hold.
Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks included in this Exhibit C, there are other risks associated with your purchase, holding and use of Tokens, including those that SuccessLife cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit C.
Last Updated: 26 March, 2018