TERMS OF TOKEN SALE

 

CELL INTELLIGENCE TECHNOLOGY Pte Ltd

terms of token sale and use

Please read these Terms of Token Sale and Use (“Terms”) carefully in full. These Terms constitute a binding agreement between yourself and Cell Intelligence Technology Pte Ltd, a limited liability company registered in Singapore with Unique Entity Number 201811936C (“CI,” “we,” or “us”). These Terms apply only to, and govern your acquisition and use of, tokens issued by CI (“CI Coin(s)”) during the token sale period (“Sale Period”). By purchasing CI Coins from us during the Sale Period, you agree to, and will be bound by, these Terms and all terms incorporated by reference. If you do not agree to any part of these Terms, please refrain from purchasing any CI COINS.

There are risks associated with purchasing, holding, or using crypto-assets in general, including CI Coins. The nature of these risks is set out in more detail in Exhibit A. If you have any further questions regarding these risks, please email us at service@cit2u.com. In purchasing CI Coins, you will be deemed to have read, understood, and accepted these risks in full.

If you have any questions regarding these Terms, please email us at service@cit2u.com.

You and CI (each, a “Party” and collectively, the “Parties”) agree as follows:

1.       Purpose and Use of CI COIN

CI Coin, a blockchain-based token, was developed as the medium of exchange of CI’s cross-chain integrated blockchain platform (“CI Chain”) and its secondary blockchains (“Sub-Chains”). Registered users can access the CI Chain and Sub-Chains through CI’s website (the “CI Platform”) and use CI Coins to pay for the transactions they conduct thereon. These transactions include: (i) issuing or trading new SubChains or secondary cryptocurrencies on the CI Chain; (ii) using the “lightning payment function” of the CI Chain wallet; (iii) converting cryptocurrencies in the CI Chain wallet; (iv) producing and distributing smart contracts; and (v) exchanging data calculation results with associated blockchains from other platforms.

CI Coins may only be used as a medium of exchange on the CI Chain or Sub-Chains. Your ownership or control of CI Coins does not confer any legal or economic right (whether express or implied) in CI, and only confers the means to participate on the CI Chain or Sub-Chains through the CI Platform. In particular, owning or controlling CI Coins does not represent or grant you any: (i) ownership right or stake; (ii) economic, voting, or other controlrelated rights; or (iii) any right to receive future revenue, intellectual property rights or any other form of participation in or relating to the CI Platform or CI (and any persons affiliated to CI). CI Coinsare not intended to be a digital currency, security, commodity, or any other kind of financial instrument.

2.       Scope of Terms

Unless otherwise stated herein, these Terms govern only your purchase of CI Coins from CI during the Sale Period. Any use of CI Coins on the CI Chain or Sub-Chains through the CI Platform will be governed primarily by other applicable terms and policies, which currently include the Terms of Service of the CI Platform (“Terms of Service”). CI may amend the Terms of Service at its sole discretion. If these Terms conflict with theTerms of Service, the Terms of Service will prevail insofar as the conflict pertains to the use of CI Coins on the CI Chain or Sub-Chains through the CI Platform or any similar or successor software platform.

3.       Cancellation; Refusal of Purchase Requests

All purchases of CI Coins made during the Sale Period are final unless a refund or cancellation of a transaction is required by any applicable law or regulation. CI reserves the right to refuse or cancel CI Coin purchase requests at any time in its sole discretion.

4.       Token Sale Procedures and Specifications

Important information about the procedures of CI’s token sale (the “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 CI Coins that will be sold, and our anticipated use of the Token Sale proceeds. By purchasing CI Coins, you acknowledge that you understand and have no objection to these procedures and material specifications. If you do not agree to any part of these Terms, please refrain from purchasing any CI Coins.

While we will take all reasonable measures to ensure that your purchase and receipt of CI Coins proceeds smoothly, we may be required to end the sale or unwind your purchase of CI Coins where:

(a)    we are required to do so by any applicable law or regulation, judicial decision, or other instruction from any governmental authority;

(b)    we find that you fail to satisfy our internal anti-money laundering and countering the financing of terrorism (“AML/CFT”) policies and procedures at any point in time;

(c)    a counterparty, third party, or market failure occurs in relation to (or otherwise affects) your purchase or receipt of CI Coins; or

(d)    events beyond our control occur including, without limitation, any breakdown or failure of transmission or communication or incomplete facilities, postal or other strikes, closure or suspension of trading on any exchange, board of trade, market or clearing house, any act of God, earthquake, fire, flood, frost, typhoon, storm, explosion, terrorist attack or other force majeure (“Force Majeure Event”).

5.       Representations and Warranties

In purchasing CI Coins during the Token Sale, you represent and warrant that you:

(a)    have read and understood these Terms (including all Exhibits);

(b)    have sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology, and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing CI Coins;

(c)    have obtained sufficient information about CI Coins to make an informed decision to purchase CI Coins and have otherwise had opportunity to contact us at service@cit2u.com with any questions you may have regarding purchasing CI Coins;

(d)    understand that owning CI Coins will confer only the means to participate on the CI Chain or SubChains through the CI Platform, and will not confer any other rights in relation to the CI Platform, CI Chain, Sub-Chains, or CI (and any corporate affiliates CI may presently or subsequently have), 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;

(e)    are purchasing CI Coins solely to participate on the CI Chain or Sub-Chains through the CI Platform, and to support the operation of the CI Platform and CI’s provision of the CI Chain. You are not purchasing CI Coins for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;

(f)      are acting in full compliance with all laws and regulations applicable to you including, but not limited to: (i) legal capacity and any other threshold requirements for purchasing CI Coins, using CI Coins on the CI Chain or Sub-Chains through the CI Platform, and entering into contracts with CI; (ii) any foreign exchange or regulatory restrictions applicable to such purchase; and (iii) obtaining all governmental or other consents that may need to be obtained in order for you to purchase and use CI Coins;

(g)    will comply with any tax obligations applicable to yourself arising from your purchase of CI Coins;

(h)    in purchasing CI Coins on behalf of any entity, are authorized to accept these Terms on such entity’s behalf. You further represent and warrant that such entity will be responsible for breach of these Terms by you (either individually or jointly with such entity) or any other employee or agent of such entity;

(i)      if you are registering to use the CI Platform 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;

(j)      are not a citizen or resident of a geographic area in which access to or use of the CI Platform, CI Chain, or Sub-Chains is prohibited by applicable law, decree, regulation, treaty, or administrative act, or a citizen or resident of, or located in, jurisdictions identified by the Financial Action Task Force as high risk jurisdictions. You agree that if your country of residence, citizenship, or other relevant circumstances change such that the above representations are no longer accurate, that you will immediately cease using the CI Platform, CI Chain, and Sub-Chains;

(k)    are not funding your purchase of CI Coins with funds stemming from illegal activities or sources; and

(l)      will supply us with information that is true, complete, and accurate in all material aspects upon our request and promptly notify us in the event of a change to information previously so supplied.

A breach of any of the above representations and warranties by you constitutes a material breach of these Terms. We reserve the right to promptly terminate this agreement and take all such related measures as we deem fit, including suspending or removing your account or access to the CI Platform, CI Chain, and Sub-Chains in the event of such breach without notifying you in advance.

6.       Indemnification

To the fullest extent permitted by applicable law, you agree to fully indemnify and hold harmless CI and each of its employees, officers, directors, equity holders, legal and financial advisers, parent companies, subsidiaries, affiliates, agents, and representatives (as well as their predecessors, successors, and assigns) (each, a “CI Affiliate” and collectively, the “CI Affiliates”) from and against all claims, demands, actions, damages, losses, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to your: (i) purchase or use of CI Coins; (ii) responsibilities or obligations under these Terms; (iii) violation of these Terms; (iv) violation of any rights of any other person or entity; (v) inaccurate representation or warranty made in relation to these Terms; (vi) any action instituted by you or on your behalf against any CI Affiliate that is finally resolved by judgment against you or in favour of CI or a CI Affiliate; or (vii) any action for violations of securities, commodities, financial advisory, or money transmission laws you institute that is finally resolved by judgment against you. Each CI Affiliate is an intended third party beneficiary of these Terms and may therefore enforce all of the rights and remedies set out in this clause 6. The remedies provided in this clause 6 are cumulative and do not preclude the assertion by any CI Affiliate of any other rights or the seeking of any other remedies against you.

While you may observe and participate in any applicable legal proceedings, CI reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this clause 6, 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 yourself and CI.

7.       Disclaimer of Warranties

CI Coins 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 CI Coins including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, satisfactory quality, and all warranties arising from course of dealing, usage, or trade practice. We do not represent or warrant that CI Coins are reliable, error-free, or meet all your requirements, or that defects in CI Coins will be corrected. We cannot and do not represent or warrant that CI Coins or the delivery mechanism for CI Coins are free of viruses or other harmful components. We do not warrant that the use of CI Coins will be uninterrupted.

Transactions using crypto-assets and blockchain technology, such as those involving the sale of CI Coins, are vulnerable to different types of failures, including but not limited to, high network volume, computer failure, blockchain failures or disruptions, and user failure. We are not responsible for any losses (including, without limitation, any loss of data, other crypto-assets, CI Coins, hardware, or software) arising in connection with any such failures or any actions taken by you in connection with the Token Sale.

These disclaimers and other risk disclosures contained in these Terms apply to the fullest extent permitted by applicable laws.

8.       Limitation of Liability

In no event, and to the fullest extent permitted by law, will CI or any of the CI Affiliates be liable for any indirect, incidental, punitive, special, or consequential damages of any kind (including, but not limited 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 CI Platform, CI Chain, or Sub-Chains, the consortium, sale, or use of CI Coins,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. This limitation of liability applies even where you or someone else has advised us of the possibility of such damages or such damages were otherwise foreseeable by you or us. However, our liability for any loss you incur as a direct result of our gross negligence, fraud, or intentional, willful, or reckless misconduct will not be excluded by this clause 8.

You further agree that we will not be liable in any way for any liability, costs, damages, or loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension or delay of trading, equipment failure, communication line failure, system failure, security failure, unauthorized access, theft, hacking (whether of the CI Platform or any third party we collaborate with), Force Majeure Event, or any problem, technological or otherwise, that may prevent you from purchasing or receiving purchased CI Coins.

Subject to the foregoing, in no event will the aggregate liability of CI or any of the CI Affiliates, whether in contract, warranty, tort (including, but not limited to, negligence), or any other theory of law, arising out of or relating to these Terms or the use of or inability to use CI Coins, exceed the amount you pay to us for your purchase of CI Coins.

9.       Security

You are responsible for implementing reasonable measures for ensuring the security of the wallet or other storage mechanism you use to receive and hold CI Coins 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 CI Coins temporarily or permanently and your CI Coins may not be recoverable. CI is not responsible, and is not obliged to compensate you, for any such losses.

10.   Information and personal data

Certain laws and regulations applicable to CI, particularly in relation to CI’s AML/CFT obligations, may require us to collect, process, and analyze certain information about you in relation to your purchase of CI Coins. Such information may contain your personal data. You agree to provide us all such information in full promptly upon request. We reserve the right to reject your request to purchase CI Coins if you do not furnish us with all the information requested or if CI has assessed that we do not want to accept the relevant risk in accepting your request to purchase CI Coins after performing necessary due diligence. CI is under no obligation whatsoever to provide you with any reason for rejecting your request to purchase CI Coins, including any reason relating to the inadequacy or otherwise of information you provide to us.

Such information may be disclosed to CI’s service providers for further validation and processing in order to fulfil these obligations. We will handle all personal data we receive from you in accordance with the Personal Data Protection Act 2012.

11.   Taxes

The purchase price that you pay for CI Coins does not include applicable taxes, if any. You are responsible for determining the taxes, if any, that apply to your purchase of CI Coins, as well as for withholding, collecting, reporting, and remitting the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any tax arising from your purchase of CI Coins. To the fullest extent permitted by law, you agree to not hold CI or any of the CI Affiliates responsible for any tax liability associated with or arising from the purchase of CI Coins.

12.   Governing law

These Terms are governed by and will be construed in accordance with the laws of the Republic of Singapore.

13.   Dispute Resolution

All disputes arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the courts of the Republic of Singapore.

14.   Severability

If any term, clause or provision of these Terms is held unlawful, void, or unenforceable, then that term, clause, or provision will be severed 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.

15.   Modifications to Terms

We reserve the right, at our sole discretion, to change, modify, add, or remove portio ns of the Terms at any time, including, without limitation, as may be required to comply with any applicable laws or regulations. If we make changes, we will post the amended Terms at this page and include the date of such update. Unless otherwise specified, amended Terms are effective and binding immediately.

16.   Miscellaneous

These Terms constitute the entire agreement between you and us relating to your purchase of CI Coins. While we may assign our rights and obligations under these Terms, you are not allowed to assign your rights and obligations under these Terms without our prior written consent. Our failure to exercise or enforce any right or provision of these Terms will not operate or be construed 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 the purchase of any CI Coins from us, create any form of partnership, joint venture, or any other similar relationship between you and us. Except as otherwise expressly provided for herein, these Terms are intended solely for the benefit of yourself 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. Any provisions of these Terms that by their nature should survive or that 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 we may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to us, 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 us.

purchaser questionnaire

1.       Purchaser information

Amount of CI Coins:

 

Total price in USD:

 

Country/state of residence:

 

E-mail address:

 

Mailing address:

 

If your purchase is accepted, CI Coins will be delivered to the following wallet address. Please refer to the operation manual available at Manual for information on how to download and operate your wallet.

Important: Please do NOT disclose your private key to your digital wallet. CI will never ask you for your private key.

Public address of digital wallet:

 

 

 

2.       Representations and warranties as to information provided

In applying to purchase CI Coins, you hereby further represent and warrant to CI that:

             the answers you have provided in this Purchaser Questionnaire and the information contained within all supplementary documents that you have delivered to CI as your purchaser information are current, true, correct, and complete, and do not omit any material fact necessary in order to make the statements contained in those documents not misleading;

             the address set forth in this Purchase Questionnaire or any supplemental information is your true and correct legal address. If any information provided in this Purchaser Questionnaire changes in any material respect on or after the date contained on the Signature Page, you agree to notify CI of such change(s) in full as promptly as possible and in any event, within thirty (30) calendar days of each such change;

             you represent and warrant that you are NOT: (1) a resident of a jurisdiction in which the purchase of CI Coins or access to or use of the CI Platform is prohibited by applicable law, decree, regulation, treaty, or administrative act; (2) a resident of, or located in, a jurisdiction that is subject to sanctions or embargoes by Singapore; or (3) an individual, or an individual employed by or associated with an entity, identified on any money laundering or terrorist financing watchlist issued by the Ministry of Home Affairs, Monetary Authority of Singapore, or any other state authority of a sovereign state. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately inform CI and cease using the CI Coins and the CI Platform, CI Chain, and Sub-Chains. You further represent and warrant that if you are purchasing CI Coins on behalf of a legal entity (1) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization and (2) you are duly authorized by such legal entity to act on its behalf;

             all of the representations and warranties you make in the Terms and this Purchase Questionnaire are true and accurate as of the date of your affirmation on the Signature Page. If any representations and warranties are not true and accurate prior to acceptance of the Terms and this Purchase Questionnaire, you will give prompt written notice of this fact to CI specifying which representations and warranties are not true and accurate and the reasons why they are not. You agree to notify CI promptly if there is any change with respect to any of the representations and warranties in the Terms and this Purchase Questionnaire;

             you acknowledge that important information about the material terms of the CI Coins and token sale is provided in these Terms and CI’s white paper. Such information includes, but is not limited to, details regarding the timing and pricing of the various sale periods of the token sale, the amount of CI Coins offered, and the anticipated use of the offering proceeds. You represent and warrant that you understand and have no objection to these material terms;

             you acknowledge and accept that there are risks associated with purchasing, holding, or using CI Coins in and of themselves, as well as for the permitted uses of CI Coins as set out in these Terms. By purchasing CI COINs, you expressly acknowledge and assume these risks;

             you represent and warrant that you have sufficient understanding of: (i) the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens; (ii) token wallets and other token storage mechanisms (including how they function and their vulnerabilities, and how to mitigate risks arising from their vulnerabilities); and (iii) blockchain technology and blockchain-based software systems in general to understand these Terms. You further represent and warrant that such knowledge allows you to fully appreciate and accept the implications and risks of purchasing CI Coins;

             you represent and warrant that you are purchasing CI Coins as a means to participate on the CI Chain or Sub-Chains through the CI Platform and are not purchasing CI Coins for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;

             you agree that at any time in the future at which you may acquire additional CI Coins, you will be deemed to have reaffirmed, as of the date of acquisition of each additional CI Coin, each and every representation and warranty made by you in these Terms or any other instrument you provide to CI in connection with that acquisition, except to the extent modified in writing and mutually consented to by yourself and CI;

             you agree on behalf of yourself and your successors and assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish, or deliver any other instruments, documents, or statements and to take any other actions as CI may determine to be necessary or appropriate to comply with applicable law and to effectuate and carry out the purposes of these Terms. You further agree that CI may, in its sole discretion, refuse to sell you any CI Coins if, among other things, you refuse to comply with this provision; and

             you agree to be bound by any affirmation, assent, or agreement that you transmit to CI or any of the CI Affiliates by computer or other electronic device (including internet, telephonic, and wireless devices) including, but not limited to, any consent you give to receive communications from CI or any of the CI Affiliates solely through electronic transmission. You agree that when you click on an “I Agree,” “I Consent,” or other similarly worded button or entry field with your mouse, keystroke, or other device, your agreement or consent will be legally binding and enforceable against yourself and will be the legal equivalent of your handwritten signature on an agreement that is printed on paper. You agree that CI and any of the CI Affiliates may send you electronic copies of any and all communications associated with your purchase of CI Coins.

In signing these Terms, I hereby confirm that I have reviewed, understand, and accept in full these Terms and all other information and documents I may have received from CI in relation to the purchase of CI Coins, including CI’s white paper, and that I intend to purchase  CI Coins in accordance with these Terms (including all Exhibits hereto). I further acknowledge and accept that subject to the sole discretion of CI, I may not be allocated the full amount of CI Coins that I intend to purchase. I understand and accept that these Terms are binding upon myself regardless of whether or not I am allocated the full amount of CI Coins I seek to purchase.

SIGNED by

 

Individually / For and on behalf of ____________________

(delete as appropriate)

 

Exhibit A

Certain Risks Relating to Purchase, Sale, and Use of CI Coins

CI COINsare not being structured or sold as securities or any other form of investment product, financial instrument, or similar. Accordingly, none of the information presented in this Exhibit A or anywhere else in these Terms is intended to form the basis for any investment decision, and does not constitute any financial, investment, legal, tax, or other professional advice or recommendations. CI 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 A; (ii) any error, omission or inaccuracy in any such information; or (iii) any action resulting from such information.

By purchasing, holding, or using CI COINS, you expressly acknowledge and assume the risks set out in these Terms, including those listed in this Exhibit A.

1.       Regulatory risks

The regulation of tokens such as CI Coins is still in a very nascent stage of development in Singapore. A high degree of uncertainty as to how tokens and token-related activities are to be treated exists. The applicable legal and regulatory framework may change subsequent to the date of these Terms. It is not possible to anticipate with any degree of certainty the nature of such regulatory evolution and the subsequent impact on CI or CI Coins.

2.       No regulatory supervision

None of CI or its affiliates is currently regulated or subject to the supervision of any regulatory body in Singapore. In particular, CI and its affiliates are not registered with MAS in Singapore as any type of regulated financial institution or financial advisor and are not subject to the standards imposed upon such persons under the Securities and Futures Act, Financial Advisors Act, and other related regulatory instruments. Such persons are required to comply with a variety of requirements and standards concerning disclosures, reporting, compliance, and conduct of their operations for the purpose of maximising investor protections. Since CI is not subject to such requirements or standards, it will make decisions on those issues at its own discretion. While CI will have regard to best practices on these issues, holders of CI Coins will not necessarily enjoy the same extent and degree of investor protections as would be the case should they purchase products or services from regulated entities instead.

3.       No fiduciary duties owed

As CI is not a regulated financial institution, it does not owe holders of CI Coins any fiduciary duties. This means that CI has no legal obligation to always act in good faith in the best interests of holders of CI Coins. While CI will have regard to the interests of holders of CI Coins, it is also permitted to consider the interests of other key stakeholders and to prefer these interests over the interests of CI Coin holders. This may mean that CI is permitted to make decisions that conflict with, or are not necessarily in, the interests of CI Coin holders. Not owing any fiduciary duties to holders of CI Coins also means that holders of CI Coins may have limited rights of recourse against CI and its affiliates in the event of dispute.

4.       Tax risks

The tax characterization of CI Coins is unclear. Accordingly, the tax treatment to which they will be subject is uncertain. All persons who wish to purchase CI Coins should seek independent tax advice prior to deciding whether to purchase any CI Coins. CI does not make any representation as to whether any tax consequences may arise from purchasing or holding CI Coins.

5.       Risks from third parties

The tokenized nature of CI Coins means that they are a blockchain-based asset. The security, transferability, storage, and accessibility of blockchain assets depends on factors outside of CI’s control, such as the security, stability, and suitability of the underlying blockchain (in this case, the CI Chain), mining disruptions, and who has access to the private key of any wallet where CI Coins are stored. CI does not represent or otherwise assure that it can prevent such external factors from having any direct or indirect adverse impact on any of the CI Coins. Persons intending to purchase CI Coins should note that adverse events caused by such external factors may result in the loss of some or all CI Coins purchased. Such loss may be irreversible. CI is not responsible for taking steps to retrieve CI Coins lost in this manner.

As with other decentralized cryptographic tokens, CI Coinsare susceptible to attacks by miners in the course of validating CI Coin transactions on the CI Chain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the CI Platform, CI Chain, Sub-Chains, and CI Coins, including, but not limited to, accurate execution and recording of transactions involving CI Coins.

Hackers or other malicious groups or organizations may attempt to interfere with the CI Platform, the CI Chain, Sub-Chains, or CI Coins 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.

6.       Risks in purchasing CI COINS

CI cannot and does not guarantee or otherwise assure that there are no risks in relation to your purchase of CI Coins. The purchase of CI Coins may, depending on the manner in which the relevant purchase is effected, involve third parties or external platforms (e.g., wallets). The involvement of such parties or platforms may introduce risks that would not otherwise be present, such as misconduct or fraud by the third party, or your failure to receive CI Coins upon duly making payment because of a third party wallet’s incompatibility with CI Coins. CI is not responsible for any risks arising due to the involvement of third parties, including the risk of not receiving (or subsequently losing) any or all CI Coins you attempt to (or successfully) purchase.

7.       Risk of Losing Access to CI COINS

If you store your CI Coins in a hot wallet or certain types of cold wallets, your CI Coin balance will be associated with the public key address of your wallet and, in turn, your private key address. You are responsible for knowing your private key address and keeping it a secret. Because a private key, or a combination of private keys, is necessary to control and dispose of CI Coins stored in your digital wallet or vault, the loss of one or more of your private keys associated with your digital wallet or vault storing CI Coins will result in the loss of your CI Coins. Moreover, any third party that gains access to one or more of your private keys, including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your CI Coins. CI and its affiliates will never ask you for your private key address, and you should never share this information with someone you do not know and trust.

8.       Market risks

CI Coins are intended to be used solely on the CI Chain and Sub-Chains through the CI Platform. This restricts the contemplated avenues for using CI Coins to participation on the CI Chain and Sub-Chains through the CI Platform and could therefore create illiquidity risk with respect to the CI Coins you hold. Even if secondary trading of CI Coins is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to CI Coins (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.

9.       Risk of Uninsured Losses

CI Coins 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 or private insurance that we have or will arrange for in order to offer recourse to you.

10.   Risk of Alternative Networks

It is possible that alternative networks could be established that utilize the same open source code and protocol underlying the CI Chain and attempt to facilitate transactions that are materially similar to those conducted on the CI Chain or Sub-Chains. The CI Platform may compete with these alternative networks, which could negatively impact the CI Platform, CI Chain, Sub-Chains, and CI Coins.

11.   Risks Associated with Development and Maintenance

The CI Platform, the CI Chain, and Sub-Chains are still under development and may undergo significant changes over time. Although we intend for development to progress in the fashion outlined in our white paper, 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 CI Platform, CI Chain, Sub-Chains, and CI Coins, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, it is still possible that the CI Platform, CI Chain, or Sub-Chains will experience malfunctions or otherwise fail to be adequately developed or maintained despite our good faith efforts to prevent this from occurring. This may negatively impact the CI Platform, CI Chain, Sub-Chains, and CI Coins.

12.   Risk of Dissolution

It is possible that, due to any number of reasons, including, but not limited to, a decrease in the utility of CI Coins, the failure of commercial relationships, or intellectual property ownership challenges, CI, the CI Platform, CI Chain, or Sub-Chains may no longer be viable to offer or operate and CI may suspend operations or dissolve.

13.   No participation in operations

Holding CI Coins does not confer any right to vote on, be consulted about, or have a say in (i) any aspect of CI’s management or (ii) how the CI Platform, CI Chain, or Sub-Chains are administered, developed, or governed. As a result, CI Coin holders will not have control over the CI Platform, CI Chain, Sub-Chains, or CI Coins and may not prevent or prohibit CI from making decisions that may adversely affect the CI Platform, CI Chain, Sub-Chains, or CI Coins.

14.   Risks Arising from Governance rights and control

Because CI Coins confer no control or governance rights of any kind with respect to the CI Platform, CI Chain, or Sub-Chains, or CI or the CI Affiliates, all decisions involving the CI Platform, CI Chain, and SubChains will be made by CI at its sole discretion. This includes, but is not limited to, decisions to discontinue all or part of the CI Platform, CI Chain, or Sub-Chains; create and sell more CI Coins to participate on the CI Platform, CI Chain, or Sub-Chains; or to sell or liquidate CI. These decisions could adversely affect you in various ways, including in relation to your use of the CI Platform, CI Chain, or SubChains and the CI Coins you hold.

15.   Unanticipated Risks

Cryptographic tokens such as CI Coins are a new and untested technology. In addition to the risks included in this Exhibit A, other risks may arise in connection with your purchase, holding, and use of CI Coins, including risks that CI cannot anticipate. Such risks may materialize at any point in time. CI is not responsible for any adverse impact that you may encounter from a risk that has not been identified in any part of these Terms.

16.   No guarantee of value of CI COINs

There is no guarantee that your CI Coins will hold their value or increase in value. You may lose the entire, or part of the, amount of any payment you made for CI Coins. If you are financing your purchase of tokens and the value of your CI Coins decreases, you may be unable to repay the loan used to purchase your CI Coins. Crypto assets such as your CI Coins are a new and relatively untested product. There is considerable uncertainty about their long-term viability, which could be affected by a variety of factors, including marketbased factors such as economic growth. In addition, the success of your CI Coins and other types of crypto assets will depend on whether blockchain and other new technologies related to your CI Coins turn out to be useful and economically viable. CI does not control any of these factors, and therefore may not be able to control the long-term success of your CI Coins as a feature of the CI platform, or the ability of your CI Coins to maintain their value. CI provides no guarantee that the amount of your CI Coins you purchase will retain their value. You may lose all or some of that value. CI does not plan to maintain any type of bond or trust account designed to protect holders of your CI Coins. Even if CI did so, you should be aware that any bond or trust account maintained by CI for the benefit of its customers may not be sufficient to cover all losses incurred by holders of CI Coins.

17.   Volatility of CI COINs

The volatility and unpredictability of the price of crypto assets (including CI Coins) relative to other virtual and fiat currencies may result in significant loss over a short period of time. Although CI Coins cannot be purchased with fiat currency, the value of the cryptocurrencies that may be used to purchase CI Coins can be. As a result, the value of CI Coins may in part be affected by or derived from the continued willingness of market participants to exchange fiat currency for cryptocurrencies. Changes in such currencies relative to each other as well as to fiat currencies may accordingly affect the price and, in turn, the value of CI Coins.

18.   Level of demand for CI COINs not assured or constant

It is possible that there will be minimal to no demand for your CI Coins. In such an event, the short-term and long-term viability of your CI Coins, the CI Platform, CI Chain, and Sub-Chains will be in doubt, and CI may terminate your CI Coins and cease all operations. Moreover, the crypto asset market is a new and untested market, the characteristics and behavior of which, in the context of domestic and global markets, is not fully understood. The level of demand for CI Coins cannot be accurately predicted or projected.

19.   Risk of Insufficient Interest

It is possible that neither the CI Platform, CI Chain, or Sub-Chains 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 CI Platform and CI Chain) more generally. Such a lack of use or interest could negatively impact the development of the CI Platform, CI Chain, and SubChains and therefore the potential utility of CI Coins.

20.   Use and continued acceptance of CI COINs

Although CI Coins may be accepted as payment at any point in time, there is no assurance that CI Coins will still be accepted as payment (or as a medium of exchange) at any subsequent point in time.

21.   No reversal of transactions

Transactions of CI Coins may be irreversible. This includes transactions made fraudulently, erroneously, or accidentally. CI Coins involved in such irreversible transactions may not be recoverable. CI does not anticipate that it will redeem CI Coins from holders of CI Coins for any reason.

22.   Token supply

The supply of CI Coins may decrease for various reasons, including reasons outlined in this section on risk factors. In addition, if a wallet is lost, CI Coins stored therein may not reenter the token supply. Alternatively, CI may burn any number of CI Coins. Burning CI Coins will destroy the CI Coins and reduce the overall CI Coin supply. The supply of CI Coins may increase should CI decide, after having issued and distributed the maximum number of CI Coins in its initial token offering, to have one or more token generation events.

23.   Subsequent sale and exchange

CI Coins may be sold on exchanges or directly between parties after the close of the initial token offering for fiat or other cryptocurrencies. However, there is no guarantee that such a secondary market will develop or that mechanisms for such secondary trading will develop or be available at any given time. CI is not involved in operating these exchanges and is not responsible for encouraging them or any other person to transact in CI Coins. It should additionally be noted that cryptocurrency exchanges may be newly established and subject to little or no regulatory supervision and, as a consequence, more vulnerable to attacks, fraud, or manipulation. Fluctuations in the value ascribed to CI Coins on any cryptocurrency exchange may affect the value of CI Coins on other cryptocurrency exchanges. Regulatory restrictions may apply on the resale of CI Coins, whether under Singapore law or the law of any other jurisdiction.

24.   No assured use of CI COINs on platforms other than the CI platform

CI Coins are designed for use on the CI Chain and Sub-Chains through the CI Platform. Although third parties may also build systems that allow the use of CI Coins, CI does not anticipate any involvement in those uses of CI Coins and has no responsibility for them. There is no guarantee that any third parties will develop alternative uses of your CI Coins.

25.   Cessation of operations

There is no guarantee that CI or any of its affiliates will continue as viable companies. The utility and value of CI Coins depend on CI’s success and support of the CI Platform, CI Chain, and Sub-Chains. If CI ceases operations and goes out of business, you may lose 100% of the value of your CI Coins.

Exhibit B

Token Sale Procedures and Specifications

1.       Token Price

The price per Token at the Token Sale depends on the phase of the Sale Period at which the Token is bought (see section 2 below). CI reserves the right to amend the price per CI Coin, at its sole discretion, at any point in time during the Sale Period.

2.       Commencement, Duration, and Completion of Token Sale

The Sale Period comprises five phases; namely:

(i)          official pre-sale (from 1 June 2018 to 31 August 2018), where CI Coins will be sold at a price of USD 0.70 and purchasers will receive an additional 15% of tokens purchased for free;

(ii)          A Round (on 1 September 2018), where CI Coins will be sold at a price of USD0.70 each;

(iii)          B Round (on 8 September 2018), where CI Coins will be sold at a price of USD0.80 each;

(iv)          C Round (on 15 September 2018), where CI Coins will be sold at a price of USD0.90 each; and

(v)          ICO Round (on 22 September 2018), where CI Coins will be sold at a price of USD1.0 each.

3.       Procedures for Buying and Receiving CI COINS

Instructions on how to buy and receive CI Coins may be found at bibi2u.zendesk.com.

4.       CI COINS allocated for sale

CI intends to generate a total of 5,000,000,000 CI Coins. 3,750,000,000 CI Coins will be set aside strictly for sale during the Sale Period. Any amount of these 3,750,000,000 CI Coins that remains unsold after the Sale Period closes will be burnt. All sales of CI Coins are final and nonrefundable for any reason.

5.       CI COINS Retained by CI

400,000,000 and 100,000,000 CI Coins will be allocated to the CI founding and advisory teams respectively. These CI Coins will be locked up for two years, meaning that their holders will not be able to dispose of them during this period. Vesting of these CI Coins will be tied in part to the size and maintenance of the CI Platform’s user base to ensure that employees are aligned with the long-term development of the CI Platform and CI Chain.

6.       Use of Proceeds from Token Sale

Generally, the proceeds from the Token Sale (the “Proceeds”) will be used as set out below.

(a)    Product development and promotion (37% of Proceeds)

(b)    Expansion of production base, development of cell intelligence technology, and intellectual property protection (35% of Proceeds)

(c)    Worldwide promotion of CI Chain (28% of Proceeds)

The anticipated uses of the Proceeds described above are provided for illustrative purposes only. CI reserves the right to allocate Proceeds at its sole discretion in such manner as it deems fit.