Terms & Conditions

LEGAL NOTICE


This whitepaper (“Whitepaper”), in its current form, is being circulated by Poins (referred to as the Company in this Whitepaper) for general information and to invite community feedback only on the Poins project as presently conceived.

The Whitepaper is subject to review and revision by the Company (as referred to in this Whitepaper), the board of advisers and/or legal advisers of Poins. Please do not replicate or distribute any part of this Whitepaper without this legal notice. No part of this Whitepaper is intended to create legal relations with the recipients of this Whitepaper or to be legally binding or enforceable by such recipient against Poins. An updated version of this Whitepaper may be published and announced by Poins operating in its sole and absolute discretion.

PLEASE READ THIS SECTION AND THE FOLLOWING SECTIONS ENTITLED “DISCLAIMER OF LIABILITY”, “NO REPRESENTATIONS AND WARRANTIES”, “REPRESENTATIONS AND WARRANTIES BY YOU”, “CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS”, “THIRD PARTY INFORMATION AND NO CONSENT OF OTHER PERSONS”, “TERMS USED”, “NO ADVICE”, “NO FURTHER INFORMATION OR UPDATE”, “RESTRICTIONS ON DISTRIBUTION AND DISSEMINATION”, “NO OFFER OF INVESTMENT OR REGISTRATION” AND “RISKS AND UNCERTAINTIES” CAREFULLY. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S).


Poins (PIN) Coin are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction. This Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment, or a solicitation for any form of investment in any jurisdiction.

While this Whitepaper does not preclude Poins from offering holders of Poins Coin a share of the revenue generated from the commercial applications of Poins, such offer, if any, and the extent thereof, will be at the sole and absolute discretion of Poins. Accordingly, there is no assurance whatsoever as to whether such offer will be made and holders of Poins Coin should have no expectation of receiving any such offer. No Poins Coin should be construed, interpreted, classified or treated as enabling, or according any opportunity to, purchasers to participate in or receive profits, income, or other payments or returns arising from or in connection with the Poins platform or products, Poins Coin or the proceeds of the Poins Coin generation event (as described in this Whitepaper), or to receive sums paid out of such profits, income, or other payments or returns.

This Whitepaper does not constitute or form part of any opinion on any advice to sell, or any solicitation of any offer by Poins to purchase any Poins Coin nor shall it or any part of it nor the fact of its presentation form the basis of, or be relied upon in connection with, any contract or investment decision. Poins will deploy all proceeds of sale of the Poins Coin to support ongoing development of the Poins products and ecosystem. No person is obligated to enter into any contract or binding legal commitment in relation to the sale and purchase of the Poins Coin and no cryptocurrency nor other form of payment is to be accepted on the basis of this Whitepaper. Any agreement as between Poins and you as a purchaser, and in relation to any sale and purchase of Poins Coin (as referred to in this Whitepaper) is to be governed by a separate document setting out the terms and conditions (the “T&Cs”) of such an agreement. In the event of any inconsistencies between the T&Cs and this Whitepaper, the former shall prevail.

No regulatory authority has examined or approved of any of the information set out in this Whitepaper. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of this Whitepaper does not imply that the applicable laws, regulatory requirements or rules have been complied with. There are significant risks and uncertainties associated with Poins and its business and operations, the Poins Coin, the PIN and the Poins ecosystem (each as referred to in this Whitepaper). This Whitepaper, any part thereof and any copy thereof must not be taken or transmitted to any country where distribution or dissemination of this Whitepaper is prohibited or restricted. No part of this Whitepaper is to be reproduced, distributed or disseminated without including this section and the following sections entitled “Disclaimer of Liability”, “No Representations and Warranties”, “Representations and Warranties By You”, “Cautionary Note On Forward-Looking Statements”, “Third Party Information and No Consent of Other Persons”, “Terms Used”, “No Advice”, “No Further Information or Update”, “Restrictions On Distribution and Dissemination”, “No Offer of Investment Or Registration” and “Risks and Uncertainties”.


1. DISCLAIMER OF LIABILITY
To the maximum extent permitted by the applicable laws, regulations and rules, Poins shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on this Whitepaper or any part thereof by you.

2. NO REPRESENTATIONS AND WARRANTIES
Poins does not make or purport to make, and hereby disclaims, any representation, warranty or undertaking in any form whatsoever to any entity or person, including any representation, warranty or undertaking in relation to the truth, accuracy and completeness of any of the information set out in this Whitepaper.

3. REPRESENTATIONS AND WARRANTIES BY YOU
By accessing and/or accepting possession of any information in this Whitepaper or such part thereof (as the case may be), you represent and warrant to Poins as follows:
(a) you agree and acknowledge that the Poins Coin do not constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction;

(b) you agree and acknowledge that this Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction, or a solicitation for any form of investment, and you are not obligated to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of this Whitepaper;

(c) you acknowledge and understand that: (i) while this Whitepaper does not preclude Poins from offering holders of Poins Coin a share of the fees and revenue generated from the commercial applications of Poins products or ecosystem, such offer, if any, and the extent thereof, will be at the sole and absolute discretion of Poins; (ii) there is no assurance whatsoever as to whether such offer will be made and holders of Poins Coin should have no expectation of receiving any such offer; and (iii) no Poins Coin should be construed, interpreted, classified or treated as enabling, or according any opportunity to, purchasers to participate in or receive profits, income, or other payments or returns arising from or in connection with the Poins ecosystem, the Poins Coin or the proceeds of the PIN (as described in this Whitepaper), or to receive sums paid out of such profits, income, or other payments or returns;

(d) you agree and acknowledge that no regulatory authority has examined or approved the information set out in this Whitepaper, no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction and the publication, distribution or dissemination of this Whitepaper to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;

(e) you agree and acknowledge that this Whitepaper, the undertaking and/or the completion of the PIN or future trading of the Poins Coin on any cryptocurrency exchange, shall not be construed, interpreted or deemed by you as an indication of the merits of Poins, the Poins Coin, the PIN, Poins products or ecosystem (each as referred to in this Whitepaper);

(f) the distribution or dissemination of this Whitepaper, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to Poins;

(g) you agree and acknowledge that in the case where you wish to purchase any Poins Coin that the Poins Coin are not to be construed, interpreted, classified or treated as:
(i) any kind of currency other than cryptocurrency;
(ii) debentures, stocks or shares issued by any person or entity;
(iii) rights, options or derivatives in respect of such debentures, stocks or shares;
(iv) rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
(v) units in a collective investment scheme;
(vi) units in a business trust;
(vii) derivatives of units in a business trust; or
(viii) any other security, class of securities or form of investment;

(i) you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related coin/token storage mechanisms, blockchain technology and smart contract technology;

(j) you are fully aware and understand that in the case where you wish to purchase any Poins Coin, there are significant risks associated with Poins and its respective business and operations, the Poins Coin, the PIN, Poins anticipated products, if any and the Poins ecosystem (each as referred to in the Whitepaper); (c) (d)

(k) you agree and acknowledge that Poins is not liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on this Whitepaper or any part thereof by you;

(l) all of the above representations and warranties are true, complete, accurate and non-misleading from the time of your access to and/or acceptance of possession this Whitepaper or such part thereof (as the case may be); and

(m) all of the above representations and warranties are to be repeated at any time that you interact with Poins.

4. CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

All statements contained in this Whitepaper, statements made in press releases or in any place accessible by the public and oral statements that may be made by Poins or its directors, executive officers, advisers or employees acting on behalf of Poins, that are not statements of historical fact, constitute “forward-looking statements.” Some of these statements can be identified by forward-looking terms such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will” or other similar terms. However, these terms are not the exclusive means of identifying forward-looking statements.

All statements regarding Poins’s financial position, business strategies, plans and prospects and the future prospects of the industry which Poins is in are forward-looking statements. These forward-looking statements, including but not limited to statements as to Poins’s current or future revenue and profitability, prospects, future plans, other expected industry trends and other matters discussed in this Whitepaper regarding Poins are matters that are not historical facts, but only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of Poins to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements.

These factors include, amongst others:

(a) changes in political, social, economic, stock or cryptocurrency market conditions, and the regulatory environment in the countries in which Poins conducts its respective businesses and operations;

(b) the risk that Poins may be unable to execute or implement its business strategies and future plans;

(c) changes in interest rates and exchange rates of fiat currencies and cryptocurrencies;

(d) changes in the anticipated growth strategies and expected internal growth of Poins;

(e) changes in the availability and fees payable to Poins in connection to its anticipated products, businesses and operations;

(f) changes in the availability and salaries of employees who are required by Poins to operate its respective businesses and operations;

(g) changes in preferences of users of Poins products and the Poins ecosystem;

(h) changes in competitive conditions under which Poins operates, and the ability of Poins to compete under such conditions;

(i) changes in the future capital needs of Poins and the availability of financing and capital to fund such needs;

(j) war or acts of international or domestic terrorism;

(k) occurrences of catastrophic events, natural disasters and acts of God that affect the businesses and/ or operations of Poins;

(l) other factors beyond the control of Poins; and (m) any risk and uncertainties associated with Poins and its businesses and operations, the Poins Coin, the PIN and the Poins ecosystem (each as referred to in the Whitepaper).

All forward-looking statements made by or attributable to Poins or persons acting on behalf of Poins are expressly qualified in their entirety by such factors. Given that risks and uncertainties that may cause the actual future results, performance or achievements of Poins to be materially different from that expected, expressed or implied by the forward-looking statements in this Whitepaper, undue reliance must not be placed on these statements. These forward-looking statements are applicable only as of the date of this Whitepaper. Neither Poins nor any other person represents, warrants and/or undertakes that the actual future results, performance or achievements of Poins will be as discussed in those forward-looking statements. The actual results, performance or achievements of Poins may differ materially from those anticipated in these forward looking statements. Nothing contained in this Whitepaper is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of Poins.

Further, Poins disclaims any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future.

5. THIRD PARTY INFORMATION AND NO CONSENT OF OTHER PERSONS

This Whitepaper includes information obtained from various third party sources (“Third Party Information”). None of the publishers of the Third Party Information has consented to the inclusion of the Third Party Information in this Whitepaper and is therefore not liable for the Third Party Information. While Poins has taken reasonable action to ensure that the Third Party Information have been included in their proper form and context, neither Poins, nor its directors, executive officers, advisors and employees acting on its behalf, has independently verified the accuracy, reliability, completeness of the contents, or ascertained any applicable underlying assumption, of the relevant Third Party Information. Consequently, neither Poins nor its directors, executive officers, advisers and employees acting on their behalf makes any representation or warranty as to the accuracy, reliability or completeness of such information and shall not be obliged to provide any updates on the same.

6. TERMS USED

To facilitate a better understanding of the Poins Coin being offered for purchase by Poins, and the businesses and operations of Poins, certain technical terms and abbreviations, as well as, in certain instances, their descriptions, have been used in this Whitepaper. These descriptions and assigned meanings should not be treated as being definitive of their meanings and may not correspond to standard industry meanings or usage. References to persons made in this Whitepaper shall include corporations and other legal entities.

7. NO ADVICE

No information in this Whitepaper should be considered to be business, legal, financial or tax advice regarding Poins, the Poins Coin, the PIN, Poins anticipated products or eco-system (each as referred to in the Whitepaper). You should consult your own legal, financial, tax or other professional adviser regarding Poins and its businesses and operations, the Poins Coin, the PIN, Poins anticipated products and eco-system (each as referred to in the Whitepaper). Further, you should be aware that you may be required to bear the financial risk of any purchase of Poins Coin for an indefinite period of time.

8. NO FURTHER INFORMATION OR UPDATE

No person has been or is authorised to give any information or representation not contained in this Whitepaper in connection with Poins and its businesses and operations, the Poins Coin, the PIN, the Poins anticipated products and eco-system (each as referred to in the Whitepaper) and, if given, such information or representation must not be relied upon as having been authorised by or on behalf of Poins. The PIN (as referred to in the Whitepaper) shall not, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change, or development reasonably likely to involve a material change in the affairs, conditions and prospects of Poins or in any statement of fact or information contained in this Whitepaper since the date hereof.

9. RESTRICTIONS ON DISTRIBUTION AND DISSEMINATION

The distribution or dissemination of this Whitepaper or any part thereof may be prohibited or restricted by the laws, regulatory requirements and rules of any jurisdiction. In the case where any restriction applies, you are to inform yourself about, and to observe, any restrictions which are applicable to your possession of this Whitepaper or such part thereof (as the case may be) at your own expense and without liability to Poins. Persons to whom a copy of this Whitepaper has been distributed or disseminated, provided access to or who otherwise has the Whitepaper in their possession shall not circulate it to any other persons, reproduce or otherwise distribute this Whitepaper or any information contained herein for any purpose whatsoever nor permit or cause the same to occur.

10. NO OFFER OF INVESTMENT OR REGISTRATION

This Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment, or a solicitation for any form of investment in any jurisdiction. No person is obligated to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of this Whitepaper. No regulatory authority has examined or approved of any of the information set out in this Whitepaper. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of this Whitepaper does not imply that the applicable laws, regulatory requirements or rules have been complied with.

11. RISKS AND UNCERTAINTIES

Prospective purchasers of Poins Coin (as referred to in this Whitepaper) should carefully consider and evaluate all risks and uncertainties associated with Poins and its respective businesses and operations, the Poins Coin, the Poins, and anticipated Poins products and eco-system (each as referred to in the Whitepaper), all information set out in this Whitepaper and the T&Cs prior to any purchase of Poins Coin. If any of such risks and uncertainties develops into actual events, the business, financial condition, results of operations and prospects of Poins could be materially and adversely affected. In such cases, you may lose all or part of the value of the Poins Coin.