Вы находитесь на странице: 1из 100

IND Token Sale Terms and Conditions

Last Updated 8 August 2017

These Token Sale Terms (these Terms) state the terms and

conditions under which Indorse Pte. Ltd., a Singapore company with

Unique Entity Number 201714808R (Indorse) will sell

cryptographic tokens (the IND Tokens) which represent the right

to obtain certain commercial services in an online service to be

developed and operated by Indorse, to eligible purchasers during

the Pre-Sale Period and Sale Period (each as defined in Schedule 1

(Details of Token Sale)). The IND Tokens do not constitute, and are

not intended to be, a security or any other type of financial or

investment instrument in any jurisdiction.

Please read these Terms carefully before making any decision to

purchase any IND Tokens. These Terms are not a prospectus or

-1-
offer document and are not a solicitation for investment in Indorse

or in any product, project, or property of Indorse in any

jurisdiction. These Terms do not constitute an offer of securities in

any jurisdiction. Nothing in these Terms should be considered as a

recommendation for any person to participate in the sale of IND

Tokens or Indorses proposed service.

Please note that certain commercial, technical, regulatory, financial,

and market risks associated with the commercial transactions

governed by these Terms are described in these Terms, including

the attached Schedule 2 (Risk Disclosure). It is important that you

read these Terms carefully. If you do not understand or have any

doubt about any information contained in these Terms, you should

consult your legal, tax, financial, or other professional advisers. If

you do not agree to these Terms, you must not accept these Terms

or purchase any IND Tokens. Your acceptance of these Terms does

-2-
not guarantee that you will be able to purchase any IND Tokens

during the sale of IND Tokens.

Indorse reserves the right in its discretion to amend any part of

these Terms at any time. Please monitor the Indorse website at

https://indorse.io for any changes to these Terms and any

announcements relating to the sale of IND Tokens that may

supplement or vary these Terms.

In these Terms, Indorse and the contracting party identified in Clause 2.1

below (you) agree as follows:

1. Introduction

-3-
1.1 Indorse is developing an online service platform also known as

Indorse (the Platform). The Platform will offer professional social

network services to individual users, corporations, or any other

organisations, and advertising and other business-oriented services

(collectively, Business Services) to business customers. The Platform

is designed to operate on the Ethereum blockchain platform

(Ethereum), a decentralised, global, peer-to-peer network of

independently operated nodes that provides distributed ledger and

virtual machine functionality that supports, among other things, smart

contracts and cryptographic tokens.

1.2 A central feature of the Platform is the IND Token that will be the

only form of payment accepted by the Platform for purchases of Business

Services. IND Tokens will be designed to meet the ERC-20 Token

Standard and will be freely transferable among Ethereum account

holders. For the purposes of these Terms, the ERC-20 Token Standard

-4-
refers to the set of criteria (including criteria in relation to functions and

events) developed by the Ethereum community which has to be met in a

smart contract on a blockchain in order to enable inter-operability

across multiple interfaces and distributed applications. A portion of the

IND Tokens paid to the Platform will be distributed to Platform users as

an incentive to use the Platform.

1.3 To broaden adoption and support of the Platform, Indorse is

conducting a sale of IND Tokens (the Token Sale) during the Pre-Sale

Period and Sale Period whereby eligible purchasers (see Clause 2.2

below) may use designated virtual currencies to buy IND Tokens (see

paragraph 4 of Schedule 1 (Details of Token Sale)). Concurrently with

the Token Sale, Indorse will provide IND Tokens to its founders and

certain technical, financial, and advisory supporters (see paragraph 7 of

Schedule 1 (Details of Token Sale)). Indorse intends to use the proceeds

of the Token Sale for the purposes described in paragraph 14 of Schedule

-5-
1 (Details of Token Sale), and Indorse reserves the right to use the

proceeds from the Token Sale for any other purposes as Indorse may

determine in its sole and absolute discretion.

1.4 The expected utility and value of the Platform and the IND Tokens

are important considerations for prospective purchasers of IND Tokens.

As Indorse makes clear throughout these Terms, Indorse does not

guarantee that the Platform or the IND Tokens will have a specific, or

any, utility or value. By participating in the Token Sale or purchasing

IND Tokens, you are deemed to have accepted these Terms and you

acknowledge that you have read and understood these Terms, including

Schedule 2 (Risk Disclosure) which describes in detail many of the risks

that could adversely affect or eliminate the utility and value of the

Platform and the IND Tokens. As provided in Clause 5.7 below, your

payment to Indorse is not refundable even if the Platform and the IND

Tokens have no utility or value.

-6-
1.5 Descriptions of the Platform and the IND Tokens, and other

information about Indorse, the Token Sale, and Indorses overall project

related to the Platform are available on the Indorse website at

www.indorse.io, including Indorses White Paper version 1.0 and

subsequent versions (the Indicative Project Documentation). The

Indicative Project Documentation states Indorses current view of the

subjects it covers. Indorse may from time to time revise the Indicative

Project Documentation in any respect and without notice to or approval

from you. The information presented in the Indicative Project

Documentation is indicative only, and the Indicative Project

Documentation does not form part of these Terms.

2. Contracting Party and Eligibility to Participate in the Token

Sale

-7-
2.1 The party that is legally bound by these Terms (and that is

identified in these Terms as you) is either:

(a) the individual who accepted these Terms by the process

designated at https://presale.indorse.io (the Signatory), or

(b) the individual or entity, if any, that legally authorised the

Signatory to accept these Terms on its behalf (the Principal).

If the Signatory asserts there is a Principal but the individual or entity

identified as the Principal (i) does not fully satisfy the Eligibility

Conditions under Clause 2.2 below or (ii) is for any reason not legally

bound to these Terms, then the Signatory will be bound to these Terms

in his or her personal capacity.

-8-
2.2 To be eligible to participate in the Token Sale, you must satisfy each

of the following conditions (the Eligibility Conditions):

(a) If you are an individual, you must:

(i) be above the minimum age in your jurisdiction to have

the legal capacity to enter into contracts and to use, hold,

trade, buy, or sell IND Tokens, and

(ii) not be a citizen or permanent resident of, or have a

primary residence in, or be physically located in the United

States of America or its territories or possessions.

OR

If you are an entity, you must:

-9-
(i) be duly organised and validly existing under the

applicable laws of the jurisdiction of your organisation,

(ii) have duly authorised your Signatory to accept these

Terms on your behalf, and

(iii) not be a resident for tax purposes of, or have a domicile

in, or be physically located in, or otherwise be subject to the

jurisdiction of the United States of America or its territories

or possessions.

(b) Your participation in the Token Sale and your using, holding,

trading, buying, or selling IND Tokens must not be prohibited,

restricted, or regulated by any law or regulation applicable to you.

You are solely responsible (i) to determine if there are any such

- 10 -
laws or regulations (including foreign exchange restrictions)

applicable to you and to comply with them and (ii) to determine if

there are any governmental or other consents or approvals which

you need to obtain and to obtain and maintain them.

(c) You must not be a Specially Designated National as identified

by the Office of Foreign Assets Control of the U.S. Treasury

Department; or on the Consolidated List of Targets maintained by

the U.K. Office of Financial Sanctions Implementation of HM

Treasury; or on the consolidated list of persons, groups and entities

subject to financial sanctions maintained by the European Union;

or on an equivalent or similar list maintained by the United Nations

Security Council, or Singapore or any other jurisdiction.

- 11 -
(d) You must purchase the IND Tokens as principal and for your

own account, and not as nominee or agent for, or for the account of,

any other person.

(e) You are a sophisticated purchaser who understands the

technology and risks of cryptographic tokens, particularly the risks

associated with your private keys being lost, stolen, or

compromised. You must understand how cryptocurrency wallets

and other token storage mechanisms work, the risks of using them,

and the risks of using them incorrectly. You must understand

smart contract technology and blockchain technology and the

limitations and risks of systems built using those technologies.

2.3 If you do not fully satisfy each of the Eligibility Conditions at all

times from the time that you accept these Terms, then you may not, and

you agree not to, participate in the Token Sale or purchase IND Tokens.

- 12 -
If you participate in the Token Sale or purchase IND Tokens

notwithstanding that you do not meet each of the Eligibility Conditions,

you acknowledge that (a) your participation in the Token Sale or

purchase of IND Tokens would be a breach of these Terms (including

Clause 7), (b) you proceed with your Order at your own risk, and (c)

Indorse may reject, refuse, or cancel your Order at any time without

notice to you. Without prejudice to Clauses 10.1 and 11.1 below, you

acknowledge and agree that Indorse will not be liable to you or any other

party arising from or in connection with your participation in the Token

Sale where you do not meet each of the Eligibility Conditions.

2.4 Indorse may require you to provide certain information to confirm

your satisfaction of the Eligibility Conditions and to complete the

transactions related to the Token Sale. If you do not provide the

required information then you may be unable to participate in the Token

Sale or purchase IND Tokens. Indorses request for, and your provision

- 13 -
of, any information from you, and any actions or decisions Indorse may

take based on that information, do not affect your obligations under

Clause 2.3.

2.5 If you place more than one Order for IND Tokens during the Token

Sale, each Order creates an individual and separate agreement between

Indorse and you. The refusal, rejection, or cancellation of one of your

Orders under these Terms shall not affect the continuation in force of

any of your other Orders, which will continue to be governed by these

Terms.

3. The Token Sale Smart Contract System

3.1 Key elements of the Token Sale are implemented in smart contracts

deployed on Ethereum (the Token Sale smart contract system or the

SSC System). The SSC System is open source and available for

- 14 -
inspection here: https://github.com/indorseio. The executable source

code of the SSC System is incorporated into these Terms by this

reference. For the avoidance of doubt, the comments and other non-

executable code in the source code of the SSC System are for convenience

only and are not incorporated into these Terms.

3.2 You understand the nature of smart contracts and that, once

deployed, their functionality cannot be overridden or bypassed.

Accordingly, to the extent the execution of the SSC System produces

results that conflict with any term or statement of these Terms, the

Indicative Project Documentation, or any other document provided by or

on behalf of Indorse (all, collectively, the Off-Chain Documents), or to

the extent the Off-Chain Documents contain a term or statement that

could have been implemented in the SSC System but was not, the SSC

System will prevail.

- 15 -
3.3 A technical expert engaged by Indorse (the Code Auditor)

completed its audit of the SSC System on 24 July 2017. However, the

audit is intended only to enhance the performance and security of the

SSC System. Neither Indorse nor the Code Auditor warrants or

guarantees the operation of the SSC System.

4. The IND Tokens

4.1 The Platform is designed to offer Business Services. Business

customers purchasing Business Services will be required to pay with IND

Tokens; the Platform will not accept other forms of payment for Business

Services. A portion of the IND Tokens paid to the Platform will be

allocated to an account (the User Distribution Account) and

periodically distributed to Platform users as an incentive to use the

Platform. Indorse hopes that secondary markets develop for IND Tokens

so that (a) business customers can obtain the IND Tokens they will use to

- 16 -
pay for Business Services and (b) users and other holders of IND Tokens

can obtain other forms of value if they choose not to hold or use IND

Tokens with the Platform.

4.2 Your use of the Platform and the IND Tokens will be subject to the

Platforms terms of use and the other terms and policies referenced

therein that are in effect at the time you use the Platform or the IND

Tokens (collectively, the Platform Agreement). Indorse may update

and amend the Platform Agreement from time to time according to the

process set out in the Platform Agreement. If there is a conflict between

the Platform Agreement and any Off-Chain Document, the Platform

Agreement will prevail with respect to any issues relating to the use of

the IND Tokens in connection with the Platform. If you do not accept the

terms of the Platform Agreement, you will not be able to use the Platform

or the IND Tokens you hold.

- 17 -
4.3 The IND Tokens do not confer ownership, governance, equity,

participation, conversion, redemption, liquidation, or similar rights over,

or rights in the revenues, profits, or other financial aspects of, Indorse,

the Platform, or any technology or intellectual property developed,

acquired, or licensed by Indorse. The IND Tokens do not constitute, and

are not intended to be, a security or any other kind of financial or

investment instrument in any jurisdiction.

4.4 Holders of IND Tokens will not be able to use them on the Platform

until the Platform has been deployed on the Ethereum mainnet

(Launch). Indorse plans for Launch to occur about 18 months after the

Sale End Time, but does not guarantee when Launch will occur, if at all.

Even after Launch, the availability of Business Services will be limited

and not all holders of IND Tokens will be able to use them immediately

and Indorse will make appropriate announcements of the number of IND

Tokens that can be used as payment for Business Services. The Platform

- 18 -
will accept IND Tokens as payment for Business Services on an as-

available, first-come-first-served basis.

5. The Token Sale

5.1 Indorse will conduct the Token Sale only through its website at

https://indorse.io/ (the Sale Site). However, the Pre-Sale (as defined

in Schedule 1 (Details of Token Sale) will also be conducted on the Pre-

Sale site at https://presale.indorse.io (the Pre-Sale Site). Important

information about the Token Sale is set out in Schedule 1 (Details of

Token Sale), including the dates of the Token Sale, pricing, payment

instructions, the IND Token distribution process, and Indorses expected

use of the Token Sale proceeds. If you fail to follow the instructions or

observe the other information about the Token Sale in Schedule 1

(Details of Token Sale), on the Pre-Sale Site, or on the Sale Site, you may

- 19 -
be delayed or prevented from participating in the Token Sale and you

may not be able to purchase IND Tokens.

5.2 The Pre-Sale Site and the Sale Site are the only sites authorised by

Indorse to provide information about the Token Sale. Before obtaining

the Payment Address (as defined in Schedule 1 (Details of Token Sale))

to which you must submit your payment, you must confirm that your

web browser shows https://presale.indorse.io (for the Pre-Sale) and

https://indorse.io and that your https connection is secure. If you have

submitted your payment to an address obtained from any other site you

may lose the entire amount of your payment and/or may not receive the

IND Tokens you intend to purchase. Indorse is not affiliated with and

takes no responsibility for any such other sites. To avoid submitting

your payment to an incorrect address, you must also verify the address

at https://etherscan.io.

- 20 -
5.3 Your acceptance of these Terms does not guarantee that you will be

able to purchase any IND Tokens during the Token Sale.

5.4 To receive the IND Tokens you purchase, you must have an

Ethereum account that supports ERC-20 Token Standard for which you

know the address, and a wallet or other token storage mechanism that is

compatible with that account. That account must be fully operational,

secure, and valid at the time you place your Order and the time IND

Tokens are distributed to you under Clause 5.5(d). You are in all

respects solely responsible for creating that account, obtaining and

operating that wallet or token storage mechanism, and safeguarding the

private keys, passwords, and other credentials relating to that account

and wallet or token storage mechanism. Indorse reserves the right to

prescribe additional account requirements.

- 21 -
5.5 The process for fulfilling your order for IND Tokens in the Token

Sale is as follows (capitalised terms used but not defined in this Clause

5.5 are defined in Schedule 1 (Details of Token Sale)):

(a) You must visit the Pre-Sale Site (for the Pre-Sale) or the Sale

Site (for the Main Sale), accept these Terms, and obtain the

Payment Address.

(b) You must, during the Pre-Sale Period (for the Pre-Sale) and

the Sale Period (for the Main Sale), submit to the Payment Address

your payment for the number of IND Tokens you wish to purchase

(the Purchase Price), and other information as required on the

Pre-Sale Site (for the Pre-Sale) or the Sale Site (all, collectively, the

Order). You must pay the Purchase Price to the Payment

Address according to the payment process described in paragraph

10 of Schedule 1 (Details of Token Sale) (the Payment Process).

- 22 -
If you do not pay the Purchase Price precisely as specified in the

Payment Process, you may permanently lose the entire amount of

the Purchase Price and you will not receive any IND Tokens. Your

failure to include sufficient gas or transaction fees with your

payment, network congestion or fault, or other errors in the

systems processing your payment could result in your payment

being delayed, rejected, or otherwise not processed. You release

Indorse from all responsibility and liability for any payment you

attempt or intend to make in respect of your Order until such time,

if ever, as the payment is Acknowledged (as defined in Clause

5.5(c))

(c) Your payment of the Purchase Price will be Acknowledged

if and only if 30 blocks in Ethereum have been mined after the

block that includes your transaction to transfer the Purchase Price

to the Payment Address. If for any reason your payment is not

- 23 -
Acknowledged, you will not be able to purchase IND Tokens in the

Token Sale. For the avoidance of doubt, you will not receive notice

that your payment has or has not been Acknowledged, and your

payment becoming Acknowledged does not guarantee that your

Order is or will be Accepted (see Clause 5.5(d)). Indorse and the

SSC System may for any reason refuse, reject, or cancel your Order

even after your payment is Acknowledged. Indorse is not obligated

to notify you of the reasons for its decision not to transact with you.

(d) If the Token Sale has not been cancelled under Clause 5.6 and

you are one of the participants in the Token Sale whose Order

Indorse has accepted in its discretion (Accepted), then after the

Sale End Time the SSC System will distribute the number of IND

Tokens specified in your Order in accordance with paragraph 12 of

Schedule 1 (Details of Token Sale).

- 24 -
5.6 Indorse may for any reason and at any time before the Sale End

Time suspend or cancel the Token Sale. If at the Sale End Time the

aggregate proceeds of the Token Sale do not equal or exceed the

Minimum Sale Threshold, Indorse will cancel the Sale. Indorse will post

a notice of the suspension (and resumption, if any) or cancellation on the

Sale Site. If Indorse cancels the Token Sale after your payment has been

Acknowledged, Indorse will refund your payment according to Clause

5.8.

5.7 Indorse does not have access to or control over your payment until

it is Acknowledged; you accept sole responsibility for all risks related to

your payment before it is Acknowledged. If your Order is Accepted, the

transaction is final and no refund of payment or cancellation of Order

will be made for any reason, except as provided in Clause 5.8(a).

- 25 -
5.8 Indorse will refund your Acknowledged payment only as provided

in Clause 5.8(a) and only according to the process set out in Clause

5.8(b).

(a) Indorse will refund your Acknowledged payment only if

Indorse determines, in its discretion, (i) to refuse, reject, or cancel

your Order under Clause 5.5(c), (ii) to cancel your Order under

Clause 5.9, or (iii) to cancel the Token Sale under Clause 5.6.

(b) If you are entitled to a refund under Clause 5.8(a), and:

(i) if your payment was in Ether (ETH), Indorse will

transfer an amount in ETH equal to your payment (less an

amount reasonably determined by Indorse to be needed to

pay for the gas required to execute the refund transaction) to

- 26 -
the same Ethereum account from which you made your

payment; or

(ii) if your payment was in Bitcoin (BTC), Indorse will

transfer an amount in BTC equal to your payment (less an

amount reasonably determined by Indorse to be needed to

pay the transaction fee required to execute the refund

transaction) to the same bitcoin address from which you

made your payment.

(c) When the refund transfer described in Clause 5.8(b)(i) or (ii)

is included in a mined block of the Ethereum or Bitcoin blockchain,

as the case may be:

(i) Indorses obligation to refund your Acknowledged

payment under Clause 5.8(a) is completely satisfied;

- 27 -
(ii) Indorse has no further obligations to you under this

Agreement in respect of your payment or Order; and

(iii) you, for and on behalf of all natural and legal persons

who may claim through or under you, on your behalf, or

otherwise in respect of you, release and forever discharge

Indorse and its affiliates, and its and their respective

directors, officers, employees, agents, representatives,

suppliers, attorneys, and advisers, from all claims and causes

of action of any kind whatsoever, common law, statutory,

contractual, tortious, equitable, or otherwise, and all losses,

damages, taxes, liabilities, costs, and expenses, which you

have, ever had, may have, or hereafter might have, known or

unknown, now existing or which might arise or accrue

hereafter, relating to or arising under these Terms or any

- 28 -
action or transaction under or contemplated by these Terms

in respect of your payment or Order.

(d) Under no circumstances is Indorse obligated to pay you

interest on your refunded Acknowledged payment, or to pay you in

fiat currency or any other form of virtual currency in lieu of the

amount refundable to you under this Clause 5.8.

5.9 Indorse may at any time, including after Indorse has delivered IND

Tokens to you to fulfil your Order, require you to provide documents and

information that Indorse determines in its discretion to be required to

enable Indorse to satisfy its obligations under applicable laws and

regulations regarding anti-money laundering or countering the financing

of terrorism or otherwise requiring Indorse to vet the parties it transacts

with. If you do not provide documents and information satisfactory to

Indorse in its discretion, or if after receiving your documents and

- 29 -
information Indorse determines in its discretion not to transact with you,

Indorse will cancel your Order and refund your Acknowledged payment

and, if it has already delivered IND Tokens to you, require you to transfer

those IND Tokens to Indorse, which you agree to do immediately (and in

any event within five days from the date of Indorses notice of

cancellation of your Order). Indorse is not obligated to notify you of the

reasons for its decision not to transact with you or to disclose the

content or source of other information that Indorse may have relied on

to make its decision.

5.10 If you attempt to double spend ETH or BTC in making payment for

your Order, Indorse will cancel your Order and you will not receive any

IND Tokens. For the purposes of these Terms, an attempt to double

spend means an attempt to undertake two different transactions on the

ETH or BTC network and spending the same account balance on each of

the transactions.

- 30 -
6. Use of Proceeds

6.1 Indorse intends to use the proceeds of the Token Sale, together

with the proceeds of sales of IND Tokens that occur before or

concurrently with the Token Sale, as described in paragraph 14 of

Schedule 1 (Details of Token Sale). However, Indorse may in its

discretion use those proceeds for any purpose, whether or not consistent

with the foregoing. Indorse makes no undertaking, representation, or

warranty in respect of its use of those proceeds.

7. Your Representations and Warranties

7.1 By participating in the Token Sale or purchasing IND Tokens, you

represent and warrant to Indorse as follows:

- 31 -
(a) You satisfy in full each of the Eligibility Conditions at all times

from the time that you accept these Terms.

(b) You are purchasing the IND Tokens only for the purpose of

using the IND Tokens in the Platform as described in Clause 4.1 and

supporting the development of the Platform, being aware of the

risks set out in Schedule 2 (Risk Disclosure). You are not

purchasing the IND Tokens for investment, speculative, or other

financial purposes, and you understand the IND Tokens are not,

and do not represent, shares, debentures, units in a collective

investment scheme, options, futures, or derivatives in Indorse or in

any other existing or future legal entity, scheme, project, or

property in any jurisdiction.

- 32 -
(c) You have carefully read in full, and fully understand, these

Terms, including Schedule 1 (Details of Token Sale) and Schedule 2

(Risk Disclosure).

(d) You have carefully reviewed in full, and fully understand, the

source code of the SSC System available at

https://github.com/indorseio . To the extent the SSC System may

operate in a manner that is inconsistent with these Terms, you

accept those inconsistencies and understand that the operation of

the SSC System will supersede these Terms to the extent of any

such inconsistency and will not be a breach of these Terms.

(e) You have carefully read in full, and fully understand the Off-

Chain Documents and are satisfied with the quality and quantity of

the information available to you concerning Indorse, the Platform,

- 33 -
the IND Tokens, and the Token Sale, and that you have made a fully

informed decision to participate in the Sale.

(f) You have confirmed, personally or based on the advice of a

qualified legal adviser engaged by you, that your participation in

the Token Sale and your using, holding, trading, buying, or selling

IND Tokens are not prohibited, restricted, or regulated by any law

or regulation applicable to you.

(g) You have confirmed, personally or based on the advice of a

qualified tax adviser engaged by you, and you fully understand,

accept, and will discharge in full, the tax implications of your

participation in the Token Sale and your using, holding, trading,

buying, or selling IND Tokens.

- 34 -
(h) Your placement of an Order constitutes your acceptance of

the risks related to the Platform, the IND Tokens, and the Token

Sale as described in these Terms, including in Schedule 2 (Risk

Disclosure).

(i) The ETH and/or BTC you submit as payment in the Token

Sale are legitimately owned by you and have not been obtained in

violation of any anti-money laundering, countering the financing of

terrorism, or other applicable law or regulation.

(j) You will not use the IND Tokens you receive in the Sale, if any,

in violation of any anti-money laundering, countering the financing

of terrorism, or other applicable law or regulation.

(k) If you are a Principal, you have authorised your Signatory to

accept these Terms on your behalf.

- 35 -
(l) These Terms constitute your legal, valid, and binding

obligations, enforceable against you in accordance with their terms.

7.2 You confirm that your representations and warranties in Clause 7.1

are and will remain correct at all times from the time of your acceptance

of these Terms.

8. Tax

8.1 You bear sole responsibility for determining if your participation in

the Token Sale, your using, holding, trading, buying, or selling IND

Tokens, the potential appreciation or depreciation in the value of IND

Tokens over time (if any), the allocation and distribution of IND Tokens,

and/or any other action or transaction under or contemplated by these

Terms have tax implications for you.

- 36 -
8.2 The Purchase Price is exclusive of all taxes that are applicable to

your using, holding, trading, buying, or selling IND Tokens in any

jurisdiction (Tax).

8.3 You are solely responsible for determining any Tax payable by you

and declaring, withholding, collecting, reporting, and remitting the

correct amount of Tax to the appropriate tax authorities. You will be

solely liable for all penalties, claims, fines, punishments, or other

liabilities arising from the non-fulfilment or non-performance to any

extent of any of your obligations in relation to any Tax.

8.4 Indorse is not responsible for determining any Tax nor for

declaring, withholding, collecting, reporting, or remitting the correct

amount of Tax to the appropriate tax authorities.

- 37 -
8.5 To the extent permitted by applicable laws and regulations, you

agree not to hold any third party (including developers, auditors,

contractors, or founders) liable for any tax liability associated with or

arising from your using, holding, trading, buying, or selling IND Tokens

or any action or transaction under or contemplated by these Terms.

8.6 You will provide Indorse with any information it may reasonably

request to determine whether it is obligated to collect any goods and

services tax or other tax from you.

8.7 Indorse does not give any advice on tax-related matters and makes

no representation or warranty as to the tax implications, if any, of your

participation in the Token Sale or your using, holding, trading, buying, or

selling IND Tokens. It is your responsibility to consult your tax advisers

before purchasing IND Tokens.

- 38 -
9. Intellectual Property

9.1 These Terms do not entitle you to any intellectual property rights,

including rights in relation to the use, for any purpose, of any

information, image, user interface, logos, trademarks, trade names,

Internet domain names, or copyright, in connection with Indorse, the

IND Tokens, the Pre-Sale Site, or the Sale Site.

9.2 Ownership of IND Tokens carries no express or implied rights

other than the right to use IND Tokens as a means of payment for

Business Services within the Platform, if successfully completed and

deployed. In particular, you agree and acknowledge that you have no

right, as holder of any IND Tokens, to claim any intellectual property

rights or equivalent rights or any other form of participation in or

relating to the Platform, the SSC System, and/or Indorse.

- 39 -
9.3 Indorse retains all right, title, and interest in all of its intellectual

property, including inventions, discoveries, processes, marks, methods,

compositions, formulae, techniques, information and data, whether or

not patentable, copyrightable, or protectable in trademark, and any

trademarks, copyrights, or patents based thereon. You may not use any

of Indorses intellectual property for any reason, except with its express

prior written consent.

10. Indemnification

10.1 To the maximum extent permitted by all applicable laws and

regulations, you will indemnify, defend, and hold harmless Indorse and

its past, present and future employees, officers, directors, contractors,

consultants, members, suppliers, vendors, service providers, parent

companies, subsidiaries, affiliates, licensors, agents, representatives,

predecessors, successors, and assigns from and against all claims,

- 40 -
demands, actions, damages, losses, costs, and expenses (including legal

fees) that arise from or relate to (a) your participation in the Sale, (b)

your using, holding, trading, buying, or selling IND Tokens, (c) your

responsibilities or obligations under these Terms, (d) your violation of

these Terms, or (e) your violation of any rights of any other person or

entity in connection with the Token Sale or your using, holding, trading,

buying, or selling IND Tokens. This indemnity is in addition to, and not

in lieu of, any other remedies available to Indorse under law, equity or a

written agreement between you and Indorse.

10.2 If Indorse is obligated to respond to a subpoena or other

compulsory legal or court order or process relating to subject matter

that is within the scope of your indemnity under Clause 10.1, you agree

to reimburse Indorse its reasonable legal fees, as well as its employees

and contractors time and materials spent responding to the subpoena or

- 41 -
other compulsory legal or court order or process at reasonable hourly

rates.

10.3 Indorse will promptly notify you of any third party claim subject to

Clause 10.1, but Indorses failure to promptly notify you will only affect

your obligations under Clause 10.1 to the extent that its failure

prejudices your ability to defend the claim. You may (a) use counsel of

your own choosing (subject to Indorses written consent) to defend any

such claim and (b) settle the claim as you deem appropriate, provided

that you obtain Indorses prior written consent before entering into any

settlement. Indorse reserves the right, at your expense, to exercise sole

control of the defence of the claim and to settle the claim at any time.

11. Disclaimers and Release

- 42 -
11.1 To the maximum extent permitted by all applicable laws and

regulations and except as otherwise provided in these Terms, Indorse

(and, with respect to the SSC System, the Code Auditor) hereby expressly

disclaims its liability and shall in no case be liable to you or any person

for:

(a) refusal, rejection, or cancellation of your Order under Clause

5.5(c), or cancellation of your Order under Clause 5.9 or 5.10;

(b) cancellation of the Token Sale under Clause 5.6;

(c) delay in the distribution of IND Tokens under Clause 5.5(d);

(d) failure or malfunction of, or disruption to, the operation of

the Platform or the SSC System in connection with the IND Tokens;

- 43 -
(e) delay in the refund of your Acknowledged payment under

Clause 5.8;

(f) any payment for Orders made to an address other than the

Payment Address;

(g) a hard fork, failure, or malfunction of, or disruption to, the

operation of Ethereum, Ethereum-based software systems,

blockchain technology generally, or other decentralised technology

or systems in respect of the Platform or the IND Tokens;

(h) any virus, error, bug, flaw, defect, or other matter adversely

affecting the operation, functionality, usage, storage, transmission

mechanisms, transferability, tradability, or other material

characteristics of the IND Tokens;

- 44 -
(i) decreases or volatility in traded prices or trading volume of

IND Tokens (after listing and quotation of IND Tokens on

secondary digital token exchanges, if applicable);

(j) failure or unfitness of the IND Tokens for any specific

purpose;

(k) Indorses use of the proceeds of the Sale;

(l) any failure or delay in disclosing information relating to the

status of the Sale;

(m) loss, destruction, theft, or compromise of the private keys,

passwords, or other credentials to the account or wallet or other

token storage mechanism referred to in Clause 5.4;

- 45 -
(n) failure or delay in the listing or quotation of the IND Tokens

on a cryptocurrency exchange;

(o) any delisting of the IND Tokens from a cryptocurrency

exchange;

(p) any loss, cost, expense, or tax associated with any transfer or

secondary market trading in the IND Tokens;

(q) any prohibition, restriction, or regulation by any government

or regulatory authority in any jurisdiction of the operation,

functionality, usage, storage, transmission mechanisms,

transferability, tradability, or other material characteristics of the

IND Tokens;

- 46 -
(r) failure or delay to achieve the outcomes described in the

Indicative Project Documentation;

(s) any forward-looking statements of any nature made in

connection with the Sale, the IND Tokens, the Platform, or

otherwise;

(t) any risks associated with the SSC System, the Off-Chain

Documents, the Pre-Sale Site, the Sale Site, Indorse, the Token Sale,

the IND Tokens, your using, holding, trading, buying, or selling IND

Tokens, or your use of the Platform, including the risks set out in

Schedule 2 (Risk Disclosure); and

(u) any delay or failure to perform any obligation under these

Terms where the delay or failure results from any cause beyond

Indorses control, including acts of God, labour disputes or other

- 47 -
industrial disturbances, electrical, telecommunications, hardware,

software or other utility failures, earthquake, storms or other

elements of nature, blockages, embargoes, riots, acts or orders of

government, acts of terrorism, or war, changes in blockchain

technology (broadly construed), and changes in the Ethereum

protocols.

11.2 To the maximum extent permitted by all applicable laws and

regulations and except as otherwise specified in writing by Indorse (a)

IND Tokens are sold on an as is and as available basis without

warranties of any kind, and Indorse expressly disclaims all

representations, warranties, and conditions (express or implied, whether

by statute, common law, custom, usage, or otherwise) regarding itself,

the Platform, the IND Tokens, the Token Sale, the SSC System, these

Terms, and the transactions contemplated by these Terms, (b) Indorse

does not represent or warrant that IND Tokens, the SSC System, or the

- 48 -
Platform are or will be reliable, current, or error-free, fit for a particular

purpose, meet your requirements, or that any defects in IND Tokens, the

SSC System, or the Platform will be corrected, and (c) Indorse cannot and

does not represent or warrant that the IND Tokens, the SSC System, or

the Platform or the delivery mechanism for IND Tokens, the SSC System,

or the Platform are free of viruses or other harmful components or that

they do not contain any weaknesses, vulnerabilities, or bugs which could

cause, among other things, the complete loss of ETH, BTC, and/or IND

Tokens.

11.3 To the maximum extent permitted by all applicable laws and

regulations, you, for and on behalf of all natural and legal persons who

may claim through or under you, on your behalf, or otherwise in respect

of you, release and forever discharge Indorse and its affiliates, and its

and their respective directors, officers, employees, agents,

representatives, suppliers, attorneys, and advisers, from all claims and

- 49 -
causes of action of any kind whatsoever, common law, statutory,

contractual, tortious, equitable, or otherwise, and all losses, damages,

taxes, liabilities, costs, and expenses, which you have, ever had, may

have, or hereafter might have, known or unknown, now existing or

which might arise or accrue hereafter, relating to or arising from the

matters listed in Clause 11.1.

12. Limitations of Liability

12.1 To the maximum extent permitted by all applicable laws and

regulations and except as otherwise provided in these Terms:

(a) Indorse shall not be liable for any loss of revenue, income, or

profits; or any indirect, special, incidental, reliance, consequential,

punitive, or other losses or damages of any kind, in tort, contract,

strict liability, or otherwise (including loss of use, data, or tokens),

- 50 -
arising out of or in connection with these Terms or your using,

holding, trading, buying, or selling IND Tokens, even if Indorse has

been advised of the possibility of such losses or damages;

(b) the aggregate liability of Indorse, in tort, contract, strict

liability, or otherwise, arising out of or in connection with these

Terms and your using, holding, trading, buying, or selling IND

Tokens shall be limited to the amount of your Acknowledged

payment hereunder or the ETH equivalent of Five Hundred

Singapore Dollars (SGD500), whichever is lower; and

(c) you agree to waive all rights to assert any claims under

applicable laws and regulations and you agree that you may make

claims based only on these Terms.

- 51 -
12.2 The limitations of liability in this Clause 12 protect Indorses

affiliates, and the directors, officers, employees, agents, advisers, and

representatives of Indorse and its affiliates, to the same extent that

Indorse is protected.

12.3 You acknowledge that Indorse has entered into these Terms in

reliance on the disclaimers and limitations of liability in these Terms,

and that the same form an essential basis of the bargain between you

and Indorse.

13. Governing Law and Dispute Resolution

13.1 These Terms are governed by and will be construed in accordance

with the laws of the Republic of Singapore, without regard to its conflict

of law rules.

- 52 -
13.2 Any dispute, claim, suit, action, cause of action, demand, or

proceeding arising out of or related to these Terms (including in respect

of their validity, existence, or termination), any action or transaction

under or contemplated by these Terms, or your using, holding, trading,

buying, or selling IND Tokens (collectively, Disputes) that is not settled

by the parties within 30 days from the date that either party notifies the

other party in writing of the Dispute, shall be referred to and finally

settled by arbitration in Singapore under the rules of the Singapore

International Arbitration Centre (SIAC) then in force, which rules are

deemed to be incorporated by reference into this Clause. The number of

arbitrators shall be three. Each party shall nominate one arbitrator and

the third arbitrator shall be appointed in accordance with the SIAC rules.

The arbitration shall be conducted in English.

14. General

- 53 -
14.1 A reference in these Terms to these Terms shall include a

reference to Schedule 1 (Details of Token Sale) and Schedule 2 (Risk

Disclosure) and other documents and terms which are expressly

incorporated into these Terms by reference. Schedule 1 (Details of

Token Sale) and Schedule 2 (Risk Disclosure) form integral parts of these

Terms.

14.2 In these Terms, words of any gender include the corresponding

words of each other gender. The terms include, includes, and

including will be interpreted to be followed by without limitation.

The term discretion means sole and absolute discretion unless

otherwise qualified. Any headings in these Terms are for convenience

only and shall not affect the construction or interpretation of these

Terms.

- 54 -
14.3 Nothing in these Terms is intended to or will constitute you or

Indorse as an agent, fiduciary, legal representative, partner, joint

venturer, franchisee, employee, or servant of the other for any purpose.

14.4 You may not assign any of your rights or obligations under these

Terms to any other person without the prior written consent of Indorse,

which Indorse may grant or withhold in its discretion. You may not

assign any right or interest you have in an Acknowledged payment or

Order. Indorse may assign any of its rights or obligations under these

Terms without requiring your prior written consent.

14.5 All notices required or permitted under these Terms and all

approvals, consents, and waivers must be in writing in the English

language and must be delivered by a method providing for proof of

delivery. Any such communication will be deemed to have been given on

- 55 -
the date of receipt. Indorse will accept notices from you by email at

notices@indorse.io.

14.6 If you are an individual, Indorse will use any personal information

you provide to Indorse only for the following purposes:

(a) to process and complete your Order;

(b) to send you promotional and marketing information

regarding any future sale of IND Tokens, the Platform, or other

Indorse events, products, and services;

(c) to protect our rights and property, and the rights, property,

and safety of others;

- 56 -
(d) to prevent and detect security threats, fraud, or other

malicious activity; and

(e) to comply with our legal obligations, resolve disputes, and

enforce our agreements.

14.7 Notwithstanding the expiry of the Pre-Sale Period or the Sale

Period, any distribution of IND Tokens to you, any cancellation of the

Token Sale under Clause 5.6, or any refund of your Acknowledged

payment under Clause 5.8, Clauses 7 (Your Representations and

Warranties), 9 (Intellectual Property), 10 (Indemnification), 11

(Disclaimers), 12 (Limitation of Liability), 13 (Governing Law and

Dispute Resolution), and 14 (General), and Schedule 2 (Risk Disclosure)

shall remain valid and in full force and effect.

- 57 -
14.8 Indorses failure to enforce these Terms or to assert any right,

claim, or cause of action against you under these Terms shall not be

construed as a waiver of Indorses right to assert any right, claim, or

cause of action against you.

14.9 Indorses waiver of a breach by you of any of these Terms will not

be construed as a waiver of any succeeding breach of that Term or as a

waiver of that Term itself. Indorses performance after any breach by

you will not be construed as a waiver of that breach. No course of

dealing, course of performance, or failure by Indorse to strictly enforce

any of these Terms will be construed as a waiver of any Term.

14.10 No approval, consent, or waiver in respect of these Terms will

be enforceable unless stated in writing signed by or on behalf of the

granting party.

- 58 -
14.11 Indorse reserves the right in its discretion to amend any part

of these Terms at any time. The amendments shall take effect from the

time they are posted on the Indorse website at https://indorse.io.

14.12 These Terms represent the entire agreement between you

and Indorse and supersede any earlier oral or written agreements,

proposals, representations, statements, and understandings (including

the Indicative Project Documentation) between you and Indorse with

respect to their subject matter. No terms or representations not

expressly included in these Terms will be deemed to apply.

14.13 Any Dispute is personal to you and Indorse and will not be

brought as a representative action, class action, or any other type of

representative proceeding. You agree not to join with any other

individual or entity or group of individuals or entities for the purpose of

- 59 -
seeking to resolve the respective Disputes on a consolidated or

representative basis.

14.14 Indorse reserves the right, without notice or limitation, to deny,

terminate, modify, throttle, disconnect, or suspend the Token Sale

(including the Pre-Sale) if an individual engages in unfair, excessive or

abusive usage or if Indorse, at its discretion, determines that action is

necessary to protect Indorse from harm or degradation.

14.15 Except as otherwise expressly provided (including under Clause

12.12), a person who is not a party to these Terms will not have any

rights under or in connection with them by virtue of the Contracts

(Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce any

term.

- 60 -
14.16 Each of the terms in these Terms is severable. If a court or other

tribunal having jurisdiction determines that any term is illegal, invalid,

or unenforceable under applicable law, that determination will not affect

the other terms.

14.17 Any translation of these Terms is for reference purposes only. If

there is any inconsistency between the English language version of these

Terms and any translated version, the English language version shall

prevail.

14.18 You agree to do anything (such as obtaining consents, signing and

producing documents, producing receipts, and getting documents

completed and signed) which Indorse may ask and considers necessary

to (a) bind you and any other person intended to be bound in connection

with these Terms and the IND Tokens, (b) demonstrate whether you are

complying with applicable law and these Terms, (c) enable Indorse to

- 61 -
obtain any necessary consent of any other person to these Terms, and

(d) comply with its legal, regulatory, and governance requirements.

- 62 -
Schedule 1

Details of Token Sale

1. Sale Site

The landing page of the Sale Site is accessible from https://indorse.io.

2. Pre-Sale Registration

Indorse is conducting a pre-sale program to enable certain persons to

purchase IND Tokens at a pre-sale price on a priority basis (the Pre-

Sale). For this purpose, Indorse accepted non-binding commitments

from persons who registered with Indorse during a specified period

(Pre-Sale Registrants). If you are a Pre-Sale Registrant who received

instructions from Indorse regarding the Pre-Sale (an Accepted Pre-

Sale Registrant), you must follow the instructions provided to you to

- 63 -
identify yourself as a Pre-Sale Registrant on the Pre-Sale site and to

qualify your Order for the Pre-Sale price and priority processing. If you

are not an Accepted Pre-Sale Registrant, or if for any reason you were

not able to qualify your Order on the Pre-Sale Site, then you will not be

given priority to purchase IND Tokens.

3. Pre-Sale Period and Sale Period

The Token Sale will be comprised of a Pre-Sale and a main sale of IND

Tokens after the Pre-Sale Period (the Main Sale). For the avoidance of

doubt, the term Token Sale refers to the sale of IND Tokens during the

Pre-Sale and the Main Sale.

Indorse will accept Orders from Accepted Pre-Sale Registrants only

during the period (the Pre-Sale Period) that begins at 1100 UTC on 25

July 2017 and ends at 1100 UTC on 3 August 2017 (the Pre-Sale End

- 64 -
Time). However, if the Pre-Sale cap is reached before the Pre-Sale End

Time, then Indorse will stop accepting Orders from Accepted Pre-Sale

Registrants.

Indorse will only accept Orders for the Main Sale during the period (the

Sale Period) that begins at 1200 UTC on 8 August 2017 (the Sale

Start Time) and ends at 1200 UTC on 7 September 2017 (the Sale End

Time). However, if the Sale Cap (as defined below) is reached before

the Sale End Time, then Indorse may adjust the Sale End Time to an

earlier time and date.

Indorse will post a notice of a change in the Pre-Sale End Time on the

landing page of the Pre-Sale Site or a change in the Sale End Time on the

landing page of the Sale Site.

- 65 -
Orders received by Indorse for the Pre-Sale after the Pre-Sale Period and

for the Main Sale after the Sale Period shall be invalid.

4. Accepted Cryptocurrencies

Indorse will only accept ETH and, by special arrangement at Indorses

discretion, BTC as payment for Orders for the Pre-Sale, and will only

accept ETH as payment for Orders for the Main Sale. Indorse will not

accept other virtual currencies, digital assets, tokens, or fiat currencies,

whether or not legal tender in any applicable jurisdiction, as payment for

any Orders.

5. IND Token Pricing

- 66 -
The price of each IND Token during the Pre-Sale will be 0.0008 ETH

(1,250 IND Tokens per 1 ETH) and the price of each IND Token during

the Main Sale will be 0.001 ETH (1,000 IND Tokens per 1 ETH).

There will be no discounts, bonuses, or incentives for early Orders, large

Orders, or otherwise.

Orders can be placed for fractional amounts of IND Tokens (see

paragraph 6 below regarding the divisibility of IND Tokens).

Indorse reserves the right in its discretion to adjust any part of the IND

Token pricing scheme, including the base price of each IND Token, at any

time.

6. Minimum and Maximum Orders

- 67 -
The minimum Order during the Pre-Sale is 100 ETH. The minimum

Order during the Main Sale is 0.05 ETH.

There is no maximum Order during the Pre-Sale. The maximum Order

during the Main Sale is 1,000 ETH. However, if your Order would cause

the aggregate proceeds from the Token Sale to equal or exceed the Sale

Cap (defined in paragraph 9 below), then your Order will be accepted to

the extent it does not exceed the Sale Cap and the remaining balance of

the Purchase Price will be deemed to be a rejected Order and refunded to

you under Clause 5.8.

7. Creation and Allocation of IND Tokens

The SSC System will mint the initial quantity of IND Tokens after the Sale

End Time and after the number of IND Tokens to be issued in respect of

- 68 -
each Order is computed (the Initial IND Tokens). The Initial IND

Tokens will be allocated as follows:

35% for the Token Sale

37.71% for Indorses future issuance

2.29% for Seed round

5% for advisors

8% for founders

5% for employees and early developers and contributors

5% for marketing and promotion

2% for bounties (for example, for translating Indorses White Paper)

Indorse will also be having an Inflation Pool, which will represent the

additional IND Tokens created. The Inflation Pool will be over and above

the IND Token distribution mentioned above.

- 69 -
If Launch occurs, then after an appropriate time period that Indorse

deems fit, Indorse will deposit IND Tokens from the Inflation Pool

directly into the User Distribution Account for distribution to Platform

users in a manner that Indorse will deem fit.

Indorse reserves the right to mint and sell IND Tokens in one or more

future public and/or private sales.

8. Minimum Sale Threshold

If at the Sale End Time the aggregate payments Acknowledged in respect

of the Sale, plus payments received in respect of sales of IND Tokens

occurring before or concurrently with the Token Sale, do not equal or

exceed 15,000 ETH (the Minimum Sale Threshold), Indorse may

cancel the Token Sale under Clause 5.6 of these Terms. Indorse may

change or waive the Minimum Sale Threshold in its discretion.

- 70 -
9. Sale Cap

If at any time the aggregate payments Acknowledged in respect of the

Token Sale equal or exceed 50,000 ETH (the Sale Cap), Indorse may

adjust the Sale End Time to end the Token Sale as provided in paragraph

3 above. Indorse may change the Sale Cap in its discretion.

10. Payment Process

To pay for your Order, you must send your payment to the Ethereum

Name Service name that will be identified on the Pre-Sale Site (for the

Pre-Sale) or the Sale Site (for the Main Sale) (the Payment Address).

Myetherwallet.com is capable of sending payments to the Payment

Address. You must include sufficient gas (for payment in ETH) for your

payment to be validated by the applicable network. You are solely

- 71 -
responsible for ensuring that you direct your payment to the Payment

Address. If you do not make your payment to the Payment Address, you

may permanently lose the entire amount of your payment and you will

not receive IND Tokens.

Indorse accepts no responsibility or liability for any payment you make,

attempt or intend to make in respect of Orders (including payments

made with myetherwallet.com) until such time, if ever, as the payment is

Acknowledged.

11. Payment Intermediaries

Indorse advises you not to use third party payment processors, hosted

wallets, or other intermediaries as they may not be compatible with the

SSC System and, even if your payment is Acknowledged and your Order

is Accepted, you may not receive any IND Tokens. Indorse disclaims all

- 72 -
responsibility and liability to you if you use a third party payment

processor, hosted wallet, or other intermediary and do not receive IND

Tokens.

12. Distribution of IND Tokens

As soon as practicable after seven days from the Sale End Time, the SSC

System will create and distribute IND Tokens to participants in the

Token Sale whose Orders have been Accepted and to the other persons

and entities to which IND Tokens have been sold or allocated as

identified in paragraph 7 above.

If your Order has been Accepted, the SSC System will transfer your IND

Tokens to the Ethereum account from which you made payment for your

- 73 -
Order unless, by special arrangement at Indorses discretion, Indorse

agreed to transfer your IND Tokens to a different account.

If your Order has not been Accepted, then your Order will be deemed to

have been cancelled under Clause 5.5(c) and your payment will be

refunded under Clause 5.8 of these Terms.

You are in all respects solely responsible for creating the account to

which your IND Tokens or refund, as the case may be, will be transferred,

and for safeguarding the private keys, passwords, and other credentials

relating to that account and any wallet or other token management

mechanism you use to manage that account.

- 74 -
13. IND Token Transferability

You may transfer your IND Tokens immediately after they are

transferred to you under paragraph 12 above.

The founders, advisors, employees, and early developers and

contributors receiving IND Tokens under paragraph 7 above will be

restricted from transferring their IND Tokens during the 240-day period

immediately following the Sale Start Time.

14. Use of Proceeds

Indorse intends to use the proceeds of the Token Sale, together with the

proceeds of sales of IND Tokens that occur before or concurrently with

the Token Sale, as follows:

- 75 -
65% for research and development of the Platform

20% for sales and marketing

10% for operations overhead

5% for potential legal and regulatory issues

Whenever possible, Indorse will seek to pay its expenses directly in ETH.

However, Indorse may in its discretion use those proceeds for any

purpose, whether or not consistent with the foregoing. Indorse makes

no undertaking, representation, or warranty in respect of its use of those

proceeds.

- 76 -
15. Award of SCR Tokens

Purchasers of IND Tokens in the Token Sale may also be awarded SCR

tokens at a ratio and at the time that Indorse will deem fit. Indorses

White Paper describes the role of SCR tokens in the Platform.

- 77 -
Schedule 2

Risk Disclosure

It is important that you make an informed decision about the Token Sale.

You must carefully read and evaluate the risks that Indorse describes in

this Schedule 2 (Risk Disclosure).

The realisation of any one or more of the risks described in this

Schedule 2 (Risk Disclosure), or other risks whether unforeseen or

unforeseeable, could significantly reduce or eliminate the utility or

value to you of the Platform and any IND Tokens you hold and you

could lose your entire payment amount.

If you do not fully understand or are not comfortable with any of the

risks described in this Schedule 2 (Risk Disclosure), you should not

participate in the Token Sale. Indorse does not represent that this

- 78 -
Schedule 2 (Risk Disclosure) discloses all risks and other significant

aspects of the Token Sale, including risks which may be personal to you

and thus unknown to Indorse.

Indorse Risks

Indorse Failure. As a consequence of the realisation of one or more of

the other risks in this Schedule 2 (Risk Disclosure) or of risks not

described in this Schedule 2 (Risk Disclosure), Indorses business could

fail and Indorse could be wound up or dissolved. If Indorses business

fails and the Platform is not transferred to and operated by another

company, the Platform would terminate and any IND Tokens you hold

would have no utility or value. Indorse does not commit that it can or

will transfer the Platform to another company if its business fails. If

Indorse does transfer the Platform to another company, Indorse does not

commit that the other company will operate the Platform to your

- 79 -
satisfaction or at all, or will continue to accept IND Tokens for use in the

Platform.

Management Failures. Indorses management may fail to manage its

personnel, finances, facilities, information, technology, and other

resources to effectively develop, operate, maintain, support, improve,

market, and sell the Platform, or to manage the growth of the Platform or

its business, or to adapt the Platform or its business to changes in

technology or the markets in which it operates, or to identify and

effectively respond to the risks described in this Schedule 2 (Risk

Disclosure) or otherwise, the realisation of any or all of which could

adversely affect the Platform.

No Governance Rights. IND Tokens confer no governance or similar

rights with respect to Indorse or the Platform. Indorse will, at its

discretion, make all decisions concerning its business and the Platform,

- 80 -
including decisions to fork or discontinue the Platform, to change any

pricing, parameter, or feature of the Platform, to subcontract or

outsource the operation of the Platform, to sell the Platform, and to sell,

merge, or liquidate Indorse, any of which decisions may not be

consistent with your expectations or interests.

Business Model Risks. Indorse designed the Platform and the IND

Tokens according to a specific business model. If the business model for

the Platform is flawed, or if the assumptions underlying that business

model are incorrect, the Platform may underperform or fail.

Insufficient Funding. Indorse will depend on the proceeds of the Token

Sale to fund its operations until such time, if ever, that Indorse earns

sufficient revenue from the Platform or other activities. The proceeds of

the Token Sale are cryptocurrencies that may increase or decrease in

value. Indorse may, at its discretion, engage in hedging or similar

- 81 -
activities to manage the risk of cryptocurrency fluctuations, but those

activities may not be sufficient, may fail, or may worsen the

consequences of those fluctuations. In addition, the cryptocurrencies

held by Indorse may not be convertible to fiat currencies or other

cryptocurrencies at rates Indorse considers favourable or at all. The

cryptocurrencies held by Indorse are also subject to loss or theft despite

security precautions taken by Indorse. If for any reason Indorses funds

are not sufficient to sustain its operations, Indorse may have to reduce or

suspend its operations, which would adversely affect Indorses ability to

develop and operate the Platform at the intended level or at all.

Unanticipated Risks. The Platform will be launched and will evolve in

technology, business, economic, and legal environments that are

uncertain and subject to rapid, unpredictable, and potentially

contradictory evolution. The future risks associated with those

environments, their respective evolutions, and the interactions among

- 82 -
them are unknown and unknowable but they could threaten the viability

or existence of the Platform.

Product Risks

Delay. Indorse may not develop and deploy the Platform according to its

intended schedule. Delays in deploying the Platform may adversely

affect the acceptance of the Platform in the market and ultimately the

viability of the Platform.

Inability to Use IND Tokens. Holders of IND Tokens will not be able to

use them with the Platform until Launch. Launch may be delayed, or

may not occur. Even after Launch, the availability of Business Services

will be limited and not all holders of IND Tokens will be able to use them

immediately. The Platform will accept IND Tokens as payment for

Business Services on an as-available, first-come-first-served basis.

- 83 -
Failure to Develop and Support the Platform. As a consequence of the

realisation of one or more of the other risks in this Schedule 2 (Risk

Disclosure) or of risks not described in this Schedule 2 (Risk Disclosure),

or because of business decisions taken by Indorse in good faith, Indorse

may fail to launch the Platform with a full set of intended features and

functions or at all, may discontinue certain features and functions of the

Platform, may not improve or add to the features and functions of the

Platform over time, may not adequately support the Platform, and may

not fix bugs in the Platform in a timely way or at all. The Platform may

therefore not have the utility you expect.

Platform Issues. The Platform may be degraded, interrupted, or fail

because of hardware, software, or network defects, security breaches,

viruses or other malicious code, natural disasters, congestion in

- 84 -
underlying networks, and other causes. Indorse may be unable to

restore the Platform to normal operation in a timely way or at all.

Platform Updates. Indorse may not update the Platform in a timely way

or at all to fix bugs, address incompatibilities arising because of changes

in underlying technologies and services, respond to user feedback, or

react to competitive threats. Any such delays or failures could adversely

affect the Platform.

Failure to Meet Expectations. The initial and future versions of the

Platform may not meet your expectations regarding features, functions,

performance, availability, quality, security, scale, price, or other

attributes that are important to you.

Reliance on Third Parties. Indorse relies on third parties it does not

control to operate Ethereum and other systems and services on which

- 85 -
the Platform depends. Those third parties may be unable or unwilling to

act as Indorse needs and expects, may themselves act maliciously, or

may be adversely affected by other parties acting intentionally,

unintentionally, or maliciously or by other events outside their control.

The failure of those third parties to perform according to Indorses needs

and expectations could adversely affect the Platform.

Privacy Risks. The SSC System and the Platform are built on Ethereum

and other public, decentralised platforms. Anyone with internet access

can inspect all transactions and other information stored in those

platforms that is not encrypted. Your Orders for and transactions

involving IND Tokens, and other information about you or that belongs

to you that may be processed by or stored in those platforms in

connection with your use of the SSC System or the Platform, may be

inspected by the public. Certain information may, even if encrypted, be

- 86 -
associated with you by combining it with other public or non-public

information.

Technology Risks

Core Technology Risks. The Platform is built with core technologies

that are in some cases immature and unproven, including the Ethereum

blockchain platform and various open source software applications and

libraries. If those core technologies do not perform according to

Indorses needs or expectations, have bugs or security vulnerabilities

that are not or cannot be fixed, become unstable, degraded, or

unavailable, are changed or forked in a way that is incompatible with

the Platform, or are not further developed or supported, Indorse may be

required to change the specifications of the Platform and to reduce or

eliminate features and functions that are important to you, or to

discontinue the Platform.

- 87 -
Integration Risks. The Platform will be integrated with three essential

third party services: uPort, Status, and Inter Planetary File System (IPFS)

for identity authentication, messaging, and data storage, respectively. If

the integrations with those services fail, or those services are unreliable

or do not perform as expected, those features within the Platform, or the

Platform generally, may be adversely affected or delayed.

Smart Contract Risks. Certain key features of the Platform will be

implemented in smart contracts on the Ethereum blockchain platform.

The nature of smart contracts makes them difficult to change to fix bugs,

improve performance, or add features and functions. Indorse may

therefore not correct defects in the Platform or improve the Platform to

meet market needs or respond to competition fast enough or at all,

which could adversely affect the utility or viability of the Platform.

- 88 -
Hacking. All software systems, including the Platform, have security

vulnerabilities. Malicious actors may disrupt, corrupt, or interfere with

the Platform, may defraud Indorse or other stakeholders in the Platform,

including you, and may steal IND Tokens or other valuable data stored in

the Platform, some of which may belong to or involve you.

Mining Attacks. Certain features of the Platform depend on the

Ethereum blockchain platform. Ethereum is a decentralised service

comprising a global peer-to-peer network of many independent node

operators. Coordination or collusion among node operators could

subject the Platform and its stakeholders, including you, to a variety of

attacks that could compromise the integrity of the Platform, cause loss,

theft, or corruption of IND Tokens and other valuable data stored in the

Platform, including yours, or increase the cost of using the platform to

levels that make operation of the Platform uneconomic and

unsustainable.

- 89 -
Security Risks. The security and integrity of essential components of the

Platform depend on cryptography. Known and currently unknown

weaknesses in the cryptographic algorithms used in the Platform and its

underlying core technologies, and advances in techniques or computing

power to circumvent those algorithms, may compromise the security

and integrity of the Platform, cause the loss, theft, or corruption of IND

Tokens and other valuable data stored in the Platform, including yours,

and require the suspension or discontinuation of the Platform. The

existence or future development of stronger cryptographic algorithms to

replace compromised algorithms, and the feasibility of implementing

those stronger algorithms in the Platform and its underlying core

technologies, is uncertain.

Regulatory Risks

- 90 -
Regulatory Status. The regulatory status of the Platform, the IND

Tokens, and the Token Sale is unclear or unsettled in many jurisdictions.

Regulators in many jurisdictions have announced their intention to

consider the adoption of regulations to cover cryptographic tokens and

the markets for them. It is not known if, when, or to what degree

different jurisdictions will interpret existing laws and regulations or

adopt new laws and regulations that could adversely affect the Platform,

the IND Tokens, and the Token Sale, or whether those laws or

regulations would be applied retroactively. Adverse laws or regulations

and/or the financial and other costs of regulation could cause Indorse to

modify or discontinue certain features or functions of the Platform, or

cause Indorse to discontinue the Platform in certain jurisdictions or

entirely, or make using, holding, selling, or trading IND Tokens regulated

or illegal in certain jurisdictions.

- 91 -
Compliance Risks. Complying with laws and regulations that apply to

Indorse and the Platform may be costly and may divert a significant

portion of Indorses attention and resources. If Indorse fails to comply

with applicable laws or regulations, Indorse could be subject to

significant legal liability and financial and reputational losses which may

adversely affect the Platform.

Tax. The tax status of the Platform, the IND Tokens, and the Token Sale is

unclear or unsettled in many jurisdictions. Adverse interpretation of

existing tax laws and regulations or adoption of new adverse tax laws

and regulations could result in unanticipated and potentially retroactive

tax liability for Indorse and other stakeholders in the Platform, including

you. Those adverse tax consequences could cause Indorse to modify or

discontinue certain features or functions of the Platform or increase

prices for the Platform, or cause Indorse to make the Platform

- 92 -
unavailable in certain jurisdictions, or make using, holding, trading,

buying, or selling IND Tokens subject to tax in certain jurisdictions

Market Risks

Lack of Market Penetration. The Platform may not attract users or

customers for Business Services at the intended level or at a level

sufficient to become or remain useful or viable. Any such lack of use or

interest could negatively impact the development of the Platform and/or

the utility or value of the Platform and/or the IND Tokens.

Competition. Other organisations may develop services that compete

with the Platform, and may do so with some or all of the open source

software underlying the Platform. Those competing services may

adversely affect the adoption and use of the Platform, and ultimately the

viability and continued existence of the Platform. It is unknown whether

- 93 -
or to what extent, if any, those competing services may be interoperable

with the Platform or may accept the IND Tokens.

Secondary Markets for IND Tokens. As at the start of the Pre-Sale

Period, there is no public market for IND Tokens. Virtual currency

exchanges and other secondary markets for the IND Tokens may never

exist. Even if the IND Tokens are listed or traded on a secondary market,

there is no assurance that an active or liquid trading market for IND

Tokens will develop or, if developed, will be sustained. Unless Indorse

publicly states otherwise, Indorse has no financial or other relationship

with, and does not endorse, any such exchange or secondary market that

elects to transact in IND Tokens. Exchanges and secondary markets may

be new, undercapitalised, illiquid, volatile, operated by persons with

minimal or no relevant experience, and subject to minimal or no

regulatory oversight, making use of them susceptible to a variety of

- 94 -
market, financial, fraud, and other risks that could result in your loss of

IND Tokens or other losses.

Price Volatility. The Token Sale price of IND Tokens may not be

indicative of the price of IND Tokens on public markets. The IND Tokens

have no intrinsic value at the time they are created. The price of IND

Tokens on public markets may be extremely volatile, may decline below

the Token Sale price, or may diminish to zero in response to various

factors, some of which are outside Indorses control, including, among

others, the following:

(a) the volatility of the prices of cryptographic tokens generally and in

response to events that have little or nothing to do with Indorse;

(b) general economic conditions and macroeconomic changes;

- 95 -
(c) changes and innovations in blockchain technology, the industry

sectors in which Indorse operates, and other technologies and markets;

(d) Indorses announcements pertaining to strategic direction, key

personnel, financial and operational results, partnerships, significant

transactions, new products, and other events;

(e) activities and announcements of Indorses competitors;

(f) analysts reports, recommendations, and statements regarding IND

Tokens, the Platform, or Indorse.

Risk of Dilution. Indorse will create and distribute IND Tokens other

than via the Token Sale, as described in paragraph 7 of Schedule 1

(Details of Token Sale). In many cases those other IND Tokens were

distributed for less consideration than you paid for your IND Tokens.

- 96 -
The distribution of those other IND Tokens will increase the overall

supply of IND Tokens in the market and may result in downward

pressure on the market price of IND Tokens. The creation and

distribution of a significant number of IND Tokens other than as

described in paragraph 7 of Schedule 1 (Details of Token Sale), or the

perception that additional IND Tokens may be created and distributed,

could adversely affect the market price of IND Tokens.

Market Perception. The market price of IND Tokens could be adversely

affected by negative publicity, social media commentary, rumours, and

other information, whether or not true, about Indorse, the Platform, the

IND Tokens, the technology on which the Platform is based (including

Ethereum), and the legal or regulatory environment in which the

Platform operates.

- 97 -
General Economic and Market Risks. Adverse changes in general

global and regional economic and market conditions may adversely

affect Indorse, the suppliers and third parties on which Indorse depends,

and users and prospective users of the Platform, all of which may

adversely affect the availability, reliability, performance, adoption, and

ultimately the success of the Platform.

Participant Risks

Private Key Risks. You, not Indorse, are responsible for securing the

private key that controls your IND Tokens. If you do not know your

private key, you will permanently lose your IND Tokens. If your private

key is lost or stolen, you could permanently lose your IND Tokens. If you

store your private key with a third party wallet or vault service, you will

permanently lose your IND Tokens if you forget and are unable to

recover your credentials to access the third party service, or if the third

- 98 -
party service malfunctions, is corrupted or compromised, makes your

credentials or private key available to others, ceases operations, is

hacked, or otherwise cannot make your private key available to you or

loses control of your private key.

Sale Process Risks. The process for submitting an Order and receiving

IND Tokens is described in these Terms, including Schedule 1 (Details of

Token Sale), on the Pre-Sale Site, and on the Sale Site. If you do not

carefully follow that process, you may not be able to participate in the

Token Sale or purchase IND Tokens, you may permanently lose the funds

you intend to submit as payment for your Order, or you may

permanently lose the IND Tokens you have purchased.

Incompatible Wallet. The technical requirements for receiving IND

Tokens are described in Clause 5.4 of these Terms. If you use a wallet or

other technology that does not conform to those technical requirements,

- 99 -
or if you use a third party service whose wallet or other technology does

not conform to those technical requirements, your IND Tokens may be

permanently lost.

Uninsured Losses. IND Tokens are not insured by Indorse or by any

public agency. If your IND Tokens are lost or stolen, you will have no

recourse unless you insure them at your expense. Indorse cannot issue

new or substitute IND Tokens to replace lost or stolen IND Tokens.

- 100 -