RAIN Token Sale Terms and Conditions

1               Important notices regarding RAIN Tokens

(a)                           RAIN Tokens are not intended to constitute securities, a financial investment, interests in a managed investment scheme, or any other type of financial product in any jurisdiction. The Token Sale Documents do not constitute a prospectus, product disclosure statement or offer document of any kind and are not intended to constitute an offer of securities or solicitation of investment in securities or financial products in any jurisdiction.

(b)                           The information in the Token Sale Documents is not financial product advice and does not take into account your objectives, financial situation or particular needs. The Token Sale Documents should not be construed as business, financial, securities, taxation, legal or other advice. You should seek your own advice from an appropriately qualified financial advisor, accountant, solicitor or other professional advisor before deciding whether to purchase RAIN Tokens.

(c)                           The RAIN Token does not represent or confer:

(i)                             any interest, ownership right, share or security (or any equivalent right) in RainCheck, any property held by RainCheck, any other company or the RainCheck RainCheck Platform;

(ii)                           any future right to receive an interest or revenue share in RainCheck, any property held by RainCheck, any other company or the RainCheck Platform;

(iii)                         any interest in any intellectual property rights relating to the RainCheck Platform or any future right to receive an interest in such rights; or

(iv)                         any other form of participation in or relating to RainCheck or the RainCheck Platform.

 

2               The RAIN Token Sale Process

 

2.1          Purchasing RAIN Tokens

(a)                           RainCheck will make available for sale a total quantity of 700,000,000 (700 million) RAIN Tokens in the RAIN Token Sale.

(b)                           Other RAIN Tokens may be allocated and distributed in the future, including as set out in the White Paper.

(c)                           The instructions for purchasing RAIN Tokens will be available for review at the Token Sale Website. We will endeavour to notify through our RainCheck Official Communications Channel of any changes to the instructions.

(d)                           You must have a Stellar wallet account in order to participation in the RAIN Token Sale. Any RAIN Tokens you purchase in the RAIN Token Sale will be distributed to a Stellar Wallet address of your choice.

(e)                           You will be able to purchase RAIN Tokens during the RAIN Token Sale through the Stellar Native Exchange as available through the channels described on the Token Sale Website using Stellar Lumens.Any use of a Stellar Native Exchange will be subject to the terms of use of that exchange set by the exchnange provider.

 

2.2          Pricing of RAIN Token

The rate of USD to RAIN Tokens during the RAIN Token Sale will be pegged at USD 0.04 per RAIN Token.

Warning: Cryptocurrencies are often subject to extreme fluctuations in price over short periods of time on a regular basis. The value of Stellar Lumens to USD (and therefore to RAIN Tokens) may fluctuate during the RAIN Token Sale.

2.3          Pre-Sale

(a)                           RainCheck will conduct an Pre-Sale which will commence in [August 2018] and conclude at the earlier of:

(i)                             Q2 2019; or

(ii)                           upon reaching the Hard Cap.

(b)                           The minimum purchase of RAIN Tokens during the Pre-Sale Period is 500,000RAIN Tokens.

2.4          Public Sale

(a)                           If the Hard Cap is not reached in the Pre-Sale, Raincheck will conduct a Public Sale which will commence in Q2, 2019 and will end on the earlier of either the:

(i)                             End Date; or

(ii)                           upon reaching the Hard Cap.

(b)                           The mimum purchase of RAIN Tokens during the Public Sale Period is 2,500 RAIN Tokens.

(c)                           If the Hard Cap is not reached, after the End Date the remaining RAIN Tokens will be allocated to the RAIN Pool where it be used for reward purposes as part of the RainCheck Ecosystem .

 

2.5          Bonus Period

(a)                           If you purchase RAIN Tokens during the Pre Sale period, you will receive an additional allocation of Rain Tokens as a percentage amount, in accordance with the descriptions of the Token Sale Website. There will be maximum 30% bonus on tokens during Pre Sale depending on the amount of tokens purchased.

(b)                           If you purchase RAIN Tokens during the Public Sale period, you will receive an additional allocation of Rain Tokens as a percentage amount in accordance with the below table and the description on the Token Sale Website.

 

 

2.6          Distribution of the RAIN Tokens

RAIN Tokens you purchase in the RAIN Token Sale will be distributed to a Lumen Wallet address of your choice as soon as reasonably practicable after your purchase. Although we will endeavour to meet these timelines, we do not provide any warranty or guarantee that this distribution will occur within a given time period.

2.7          No cooling off rights

Cooling-off rights do not apply to purchases of the RAIN Tokens in the RAIN Token Sale. This means that you cannot receive a refund of any of the Stellar Lumens that you have used to purchase RAIN Tokens in the RAIN Token Sale. RainCheck reserves the right to refuse or cancel any RAIN Token purchase requests at any time, in its sole discretion.

 

3               RAIN Tokens will only be available for purchase on the Stellar Native Exhange

 

To the extent that any third-party website or service holds out that it is selling RAIN Tokens during the RAIN Token Sale other than as set out in clause 2.1, or facilitates the sale or transfer of RAIN Token in any way during the RAIN Token Sale, such third-party websites or services are not sanctioned by RainCheck and have no relationship in any way with RainCheck.

 

4               Suspension or Termination of the RAIN Token Sale

(a)                           RainCheck reserves the right, at any time, and at its absolute discretion, to suspend or terminate the RAIN Token Sale for any reason, including for the effect of any applicable laws, orders, rules or regulations of any government or other competent authority.

(b)                           In the event that RainCheck terminates the RAIN Token Sale prior to the completion of the Token Sale due to any applicable laws, orders, rules or regulations in any government or other competent authority, RainCheck will arrange for the return of the Stellar Lumens to you, minus any fees attributable to the transfer, receipt or storage of the Stellar Lumens. Otherwise, as set out in clause 2.9, under no other circumstance will RainCheck arrange for the return of the Stellar Lumens to you after your purchase of the RAIN Token.

(c)                           By purchasing the RAIN Token, you acknowledge that you will be ineligible to claim for any loss, damage, cost or expense (including loss of interest or opportunity) if the RAIN Token Sale is suspended or terminated.

 

5               Trusted sources

You should only seek information on the RainCheck Official Communication Channels for accurate, reliable and updated information on the RAIN Token Sale.

 

6               Security

You are responsible for implementing your own measures for securing the account, wallet, vault or other storage mechanism that you use to receive and hold RAIN Tokens purchased from RainCheck, including, but not limited to, securing your private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s), account details or other access credentials are lost or stolen, you may lose access to your RAIN Tokens. RainCheck will not be responsible for any such loss.

 

7               RainCheck will not purchase RAIN Tokens during the RAIN Token Sale

RainCheck warrants that it will not purchase RAIN Token in the RAIN Token Sale. This does not apply to RainCheck's affiliates, officers, directors, agents, joint ventures, employees, contractors or suppliers who may purchase RainCheck for their own personal use, provided their purchase is made during the RAIN Token Sale through the Stellar Native Exhange. RainCheck may acquire RAIN Tokens on the open market at a future date after the completion of the RAIN Token Sale.

 

8               Accuracy, completeness and timeliness of information

(a)                           The information within the Token Sale Documents and all other documents and statements published by RainCheck is not comprehensive and is only intended to provide a summary of the subject matter covered. Whilst care has been taken to ensure that statements of facts made in the Token Sale Documents and all other documents and statements published by RainCheck are accurate, all estimates, projections, forecasts, prospects, expressions of opinion and other subjective judgments are based on assumptions considered to be reasonable as of the date of the document in which they are contained and must not be construed as a representation that the matters referred to therein will occur.

(b)                           No representation or warranty, express or implied, is made as to the fairness, accuracy or completely of the information, opinions and conclusions contained in the Token Sale Documents and all other documents and statements published by RainCheck.

(c)                           Any plans, projections or forecasts mentioned in the Token Sale Documents and all other documents and statements published by RainCheck may not be achieved due to multiple risk factors including without limitation defects in technology developments, legal or regulatory exposure, market volatility, sector volatility, corporate actions, or the unavailability of complete and accurate information.

(d)                           RainCheck accepts no responsibility or liability in relation to the accuracy of the forecasts or whether they are achievable.

(e)                           You should monitor any changes to the information contained on the Token Sale Website.

 

9               Disclosure regarding forward-looking statements

(a)                           The Token Sale Documents contain forward looking statements concerning RainCheck's business, operations, plans, objectives and expectations for its business and operations. Any statements contained in these Terms that are not historical facts may be deemed to be forward looking statements. You can identify these statements by words such as 'aim', 'anticipate', 'assume', 'believe', 'could', 'due', 'estimate', 'expect', 'goal', 'intend', 'may', 'objective', 'plan', 'predict', 'potential', 'positioned', 'should', 'target', 'will', 'would' and other similar expressions that are predictions of or indicate future events and future trends.

(b)                           These forward looking statements are based on current expectations and projections about RainCheck's business and the industry in which the Company operates and management's beliefs and assumptions. These forward looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond RainCheck's control. As a result, any or all of the forward looking statements in these Terms may turn out to be inaccurate. RainCheck may not undertake, and does not promise to perform, any or all of the goals, milestones, plans or other forward looking statements within the Token Sale Documents or associated material.

(c)                           Factors that may cause such differences or make such statements inaccurate include, but are not limited to, the risk factors described in Schedule 1. Potential purchasers and other readers are urged to consider these factors carefully in evaluating the forward looking statements and are cautioned not to place undue reliance on the forward looking statements. These forward looking statements speak only as at the date of these Terms. RainCheck does not intend to publicly update or revise any forward looking statements to reflect new information, future events or otherwise.

(d)                           Some numerical figures in these Terms have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that preceded them.

 

10            RAIN Token not available for purchase if to do so would be illegal

It is your sole responsibility to determine if you can legally purchase the RAIN Tokens in accordance with the laws of your home or applicable jurisdiction, and you must not purchase the RAIN Tokens if you are not able to legally do so under the laws of your applicable jurisdiction.

Individuals, businesses, and other organisations should carefully weigh the risks, costs, and benefits of acquiring RAIN Token as set out in these Terms.

 

11            Taxation consequences of purchasing RAIN Tokens

RainCheck makes no representations concerning the tax implications of the sale, possession or use of RAIN Tokens. The purchase of RAIN Tokens is exclusive of all applicable taxes. You bear the sole responsibility to determine what, if any, taxes apply to the purchase of RAIN Tokens, or the ownership of RAIN Tokens, in your home or other applicable jurisdiction. To the extent permitted by law, you agree not to hold RainCheck liable for any tax liability or responsibility for withholding, collecting, reporting or remitting any sales, use, value added, or similar tax, associated with or arising from the purchase or holding of RAIN Tokens. It is your responsibility to withhold, collect, report and remit the correct taxes to the appropriate taxation authorities. RainCheck will not be held responsible for withholding, collecting, reporting or remitting any sales, use, value added or similar tax arising from your purchase of RAIN Tokens in any jurisdiction.

Warning: We suggest that you receive independent taxation advice before purchasing RAIN Tokens.

 

12            Your personal information and privacy

(a)                           RainCheck may determine, in its sole discretion, that it is necessary to obtain certain information about you, in order to comply with applicable law or regulations (including any applicable anti-money laundering or 'Know Your Customer' requirements in any jurisdiction), in connection with selling RAIN Token to you.

(b)                           You agree to provide RainCheck or third parties acting on RainCheck's behalf with such information promptly upon request, and you acknowledge RainCheck may refuse to sell RAIN Tokens to you, until you provide such requested information.

(c)                           We may collect personal information about you in order to facilitate your purchase of RAIN Tokens and for purposes otherwise set out in our Privacy Policy at http://www.getraincheck.com/privacy/.

(d)                           We may disclose that information to third parties that help us deliver our services (including information technology suppliers, communication suppliers and our business partners) or as we are required to by law.

(e)                           If you do not provide this information, we may not be able to sell any RAIN Tokens to you.

(f)                              Our Privacy Policy explains:

(i)                             how we store and use, and how you may access and correct your personal information;

(ii)                           how you can lodge a complaint regarding the handling of your personal information; and

(iii)                         how we will handle any complaint.

If you would like any further information about our privacy policies or practices, please contact us at info@raintoken.org..

(g)                           By providing your personal information to us, you consent to the collection, use, storage and disclosure of that information as described in the Privacy Policy and these Terms.

(h)                           RainCheck may contact you by email in relation to your purchase of RAIN Tokens. Such emails will be informational only.

 

13            Release

To the fullest extent permitted by law, you release RainCheck, its directors, officers, personnel and its related bodies corporate and its respective predecessors, successors and assigns from all claims, demands, actions, damages, losses, costs and expenses of every kind and nature, known and unknown (including, but not limited to, claims of negligence, actions for breach of warranty or actions for breach of contract), arising out of or otherwise in connection with:

(a)                           your purchase or use of RAIN Tokens;

(b)                           your participation in the RAIN Token Sale;

(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 RAIN Token Sale,

including in relation to or arising out of disputes between RainCheck and you or between you and other participants in the RAIN Token Sale, and the acts or omissions of third parties. To the extent permitted by law, you expressly waive any rights you may have under any statute or common law principles that would otherwise limit the coverage of this release in any way.

14            Indemnification

To the fullest extent permitted by law, including the Australian Consumer Law if applicable, you will indemnify, defend and hold harmless RainCheck, its directors, officers, personnel and its related bodies corporate (and its respective predecessors, successors and assigns from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys' fees) that arise out of or are otherwise connected with your breach of these Terms.

 

15            Representations and Warranties

By purchasing RAIN Tokens, you represent and warrant that you:

(a)                           are purchasing RAIN Tokens at your sole risk;

(b)                           have read, understand and agree to these Terms (including all Schedules that form a part of the Terms);

(c)                           acknowledge and agree that the RAIN Tokens do not constitute securities or a financial product in your jurisdiction, and that these Terms do not, and are not intended to, constitute a prospectus, product disclosure statement or offer document of any sort. You acknowledge and agree that these Terms do not constitute an offer of securities or solicitation for investment in securities in your jurisdiction;

(d)                           have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as digital wallets), blockchain technology and blockchain-based software systems to understand the Token Sale Documents and to appreciate the risks and implications of purchasing RAIN Tokens;

(e)                           have obtained sufficient information about RAIN Tokens from the Token Sale Documents to make an informed decision to purchase RAIN Tokens;

(f)                              have received independent legal, taxation and financial advice before purchasing RAIN Tokens;

(g)                           acknowledge that the RAIN Token does not confer any rights of any form in or with respect to the RainCheck Platformor Raincheck, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including in all forms of intellectual property), or other financial or legal rights;

(h)                           acknowledge that you are not purchasing RAIN Tokens for the purpose of making a financial investment or to manage a financial risk;

(i)                              are not purchasing or using RainCheck for any illegal purposes;

(j)                              are in compliance with your obligations under applicable law and regulation in your jurisdiction in your purchase of RAIN Tokens, including, but not limited to:

(i)                             legal capacity to enter into these Terms, or have received permission from a legal guardian who has reviewed and agreed to enter into these Terms on your behalf;

(ii)                           any foreign exchange or regulatory restrictions applicable to such purchase, and

(iii)                         any governmental or other consents that may need to be obtained; and

(iv)                         any other threshold requirements in your jurisdiction for purchasing and using RAIN Tokens;

(k)                             will comply with any applicable tax obligations in your jurisdiction arising from your purchase of RAIN Tokens;

(l)                              acknowledge that If you are purchasing RAIN Tokens on behalf of any entity:

 

(i)                             such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation, and

(ii)                           you are duly authorized by such legal entity to act on its behalf;

(m)                        are not a resident or domiciliary of the United States of America, Canada, New Zealand or the People's Republic of China or purchasing RAIN Tokens from a location within the jurisdiction of the United States of America, Canada, New Zealand or the People's Republic of China;

(n)                           are not:

(i)                             a citizen or resident of a geographic area in which access to or ownership of RAIN Tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act;

(ii)                           a citizen or resident of, or located in, a geographic area that is subject to United States of America or other sovereign country sanctions or embargoes; or

(iii)                         an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State's Debarred Parties List, or similar lists of other countries;

(o)                           understand and acknowledge that title to, and risk of loss of,RAIN Tokens passes from RainCheck to you in Australia;

(p)                           understand and will take sole responsibility for any restrictions and risks associated with the purchase of RAIN Tokens as set out in Schedule 1;

(q)                           acknowledge that If any of the representations you have agreed to in these Terms change, such that the representations are no longer accurate, that you will immediately cease holding RAIN Token; and

(r)                              acknowledge that all of the above representations and warranties are true, complete, accurate and non- misleading at the time of your purchase of any RAIN Tokens.

 

16            Disclaimer of Warranties by RainCheck

To the fullest extent permitted by law, including the Australian Consumer Law if applicable, except as otherwise specified in writing by RainCheck, you expressly acknowledge and agree that:

(a)                           RainCheck makes no warranties or representations as to the successful launch of the RAIN Token Sale, or achievement of any other activities noted in the Token Sale Documents or any other documents released by RainCheck in respect of the RAIN Token Sale, and disclaims any warranties implied by law or otherwise;

(b)                           RAIN Tokens are provided on an "as is" basis without warranties of any kind; either express or implied, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose, title and noninfringement;

(c)                           RainCheck makes no representation, warranty or undertaking that the information provided in the Token Sale Documents or any other documents produced by Raincheck in respect of the RAIN Token Sale are truthful, accurate and complete;

(d)                           the Token Sale Documents and all other documents released by RainCheck in respect of the RAIN Token Sale have been prepared for information purposes only and are not a statement of future intent;

 

(e)                           RainCheck disclaims all liability for any loss or damage of whatsoever kind (whether foreseeable or not) which may arise from any person acting on any information and opinions relating to RainCheck, the RainCheck Platformor the RAIN Token Sale contained in the Token Sale Documents, any other documents released by RainCheck in respect of the RAIN Token Sale, or any information which is made available in connection with any further enquiries, notwithstanding any negligence, default or lack of care;

(f)                              RainCheck does not represent or warrant that RAIN Tokens are reliable, current or error-free, will meet your requirements, or that defects in RAIN Token will be corrected;

(g)                           RainCheck does not represent of warrant anything regarding the liquidity of or access to RAIN Tokens;

(h)                           RainCheck cannot and does not represent or warrant that RAIN Tokens or the delivery mechanism for RAIN Token are free of viruses or other harmful or damaging components;

(i)                              RainCheck will not be liable for delays, interruptions, service failures or other problems inherent in the use of the internet or electronic communications or other systems outside our control; and

(j)                              RAIN Tokens are not intended to be structured or sold as securities or any other form of financial product, investment, financial service, or derivative Accordingly, none of the information presented by RainCheck in respect of the RAIN Tokens is intended to form the basis for any investment decision, and no recommendations are intended. RainCheck expressly disclaims any and all responsibility for any direct, indirect or consequential loss, damage, cost or expense of any kind whatsoever arising directly or indirectly from, or otherwise in connection with:

(i)                             reliance on any information contained herein;

(ii)                           any change in Law or decision of a Government Agency which provides that the RAIN Token, or use of the RAIN Token in the manner set out in the White Paper, is a form of security, financial product, financial service, investment, derivative or managed investment scheme;

(iii)                         any error, omission or inaccuracy in any such information; or

(iv)                         any action resulting from such information.

(k)                             without limiting the foregoing, RainCheck does not warrant that the process for purchasing RAIN Tokens will be uninterrupted or error-free.

 

17            Limitation of Liability

(a)                           RainCheck will not be liable for any indirect, incidental, special, exemplary or consequential damages, including, but not limited to, for loss of profits, goodwill or data, or damages for business interruption, in any way whatsoever arising out of arising out of or related to the RAIN Token Sale or your use or purchase of RAIN Tokens.

(b)                           RainCheck's maximum liability to you under or in connection with these Terms (whether in breach of contract, tort or otherwise) will be limited to the USD amount that you may have paid to RainCheck for the purchase of RAIN Token (as calculated at the time of payment if paid in Stellar Lumens).

 

18            Dispute Resolution

 

18.1       Negotiation

If there is a dispute of difference (Dispute) between you and RainCheck (the Parties) in connection with the sale and purchase of RAIN Tokens, then within five business days of a party notifying the other party of the Dispute, the Parties or their designated representative, must meet (including by electronic means) and use all reasonable endeavours acting in good faith to resolve the Dispute by joint discussions.

18.2       Mediation

(a)                           If the Dispute is not settled within five business days of notification under clause 18.1, the Parties will, acting reasonably agree on a mediator to mediate the Dispute by mediation in accordance with the laws of New South Wales, Australia.

(b)                           In the event the Parties cannot mutually agree on a mediator, the mediator will be appointed by RainCheck.

(c)                           Any mediation meetings and proceedings under this clause must be held in Sydney, New South Wales.

(d)                           All communications during the mediation are confidential and must be treated as made in the course of compromise and settlement negotiations for the purposes of the applicable rules of evidence and any professional secrecy protections provided by applicable law.

18.3       Arbitration

(a)                           If any Dispute is not settled by mediation within 28 days (or any other period agreed to in writing between the Parties) after the appointment of a mediator under clause 18.2, the Parties will, acting reasonably, agree on an arbitrator for resolution of the Dispute by arbitration in accordance with the laws of New South Wales, Australia.

(b)                           In the event the Parties cannot mutually agree on an arbitrator, the arbitrator will be appointed by RainCheck.

(c)                           Any arbitration meetings and proceedings under this clause must be held in Sydney, Australia.

 

19            Governing Law and Jurisdiction

These Terms are governed by the laws of New South Wales, Australia. In relation to them and related non contractual matters you irrevocably submit to the non exclusive jurisdiction of courts with jurisdiction there, and waive any right to object to the venue on any ground.

 

20            Severability

Any provision of these Terms that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of these Terms nor affect the validity or enforceability of that provision in any other jurisdiction.

21            No Waiver

RainCheck's rights will not be waived except where a waiver is in writing signed by RainCheck. RainCheck's failure to exercise or a delay in exercising any right, power or remedy under these Terms does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy by RainCheck does not preclude any other or further exercise of that or any other right, power or remedy.

 

22            Updates to these Terms

RainCheck reserves the right, at any time, and at its sole discretion, to amend these Terms by posting the amended Terms on the Token Sale Website. We will endeavour to notify through our RainCheck Official Communications Channel of any changes to the Terms. You will be deemed to have accepted such changes by continuing to purchase RAIN Tokens, regardless of whether you were notified of these changes. If at any point you do not agree to any portion of the updated version of the Terms, you should not purchase RAIN Tokens.


 

23            Definitions and Interpretation

 

23.1       Definitions

The following definitions apply unless the context requires otherwise.

Bonus Period means the periods set out in clause 2.3;s Central E

End Date means the end of the fourth week after the start of Public Sale;

Government Agency means any governmental, semi-governmental, intergovernmental, supranational entity or administrative, fiscal, judicial or quasi-judicial body, department, commission, regulatory authority, tribunal, agency or entity;

Hard Cap means the sale of 700,000,000 RAIN Tokens during the Token Sale;

Law means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in Australia and any other relevant jurisdictions;

Lumen Wallet means the virtual wallet that you will deposit Stellar Lumens into;

Pre-Sale means the pre-sale of RAIN Tokens in accordance with clause 2.3, commencing in August 2018 and completing in Q2, 2019;

Public Sale means the sale of RAIN Tokens in accordance with clause commencing in Q2, 2019 and completing on the earlier of the Hard Cap or the End Date;

Rain Development Roadmap means the development roadmap for the RainCheck Platform and RainCheck Ecosystem set out in section 5.6 of the RainCheck White Paper;

RAIN Token means the stellar token to be issued in the RAIN Token Sale;

RAIN Token Sale means the sale of RAIN Tokens during the Pre-Sale and the Crowdsale;

RainCheck means Rain-Check.It Pty Ltd (ACN: 602 680 259);

RainCheck Ecosystem means the Ecosystem developed by RainCheck as described in the RainCheck White Paper;

RainCheck Facebook Page means https://www.facebook.com/getraincheck;

RainCheck Linkedin Page means https://www.linkedin.com/company/raincheckit/;

RainCheck Official Communication Channels means:

(a)                           the RainCheck Website;

(b)                           the Token Sale Website;

(c)                           the RainCheck Facebook Page;

(d)                           the RainCheck Telegram Channel;

(e)                           the RainCheck Twitter Account; and

(f)                              the RainCheck LinkedIn Page.

RainCheck Platform means the platform developed by RainCheck as described in the RainCheck White Paper;

RainCheck Telegram Channel means the Telegram channel operated by RainCheck;

RainCheck Twitter Account means https://twitter.com/getraincheck;

RainCheck Website means https://www.getraincheck.com/;

RainCheck White Paper means the white paper dated 9th August 2018 published on the Token Sale Website by RainCheck for the RAIN Token Sale;

Stellar Native Exhange means the inbuilt, decentralised exchange native to the Stellar network which stores balances held by user accounts and enables the purchase and sale of such assets on the network, as available through the channels described on the Token Sale Website;

Terms means the terms and conditions of the RAIN Token Sale contained in this document;

Token Sale Documents means these Terms and the RainCheck White Paper;

Token Sale Website means www.raintoken.org; and

USD means United States Dollars.

 

23.2       Interpretation

(a)                           Headings are for convenience only and do not affect interpretation.

(b)                           The following rules apply unless the context requires otherwise.

(i)                             The singular includes the plural, and the converse also applies.

(ii)                           If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(iii)                         A reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity.

(iv)                         A reference to a clause or Schedule is a reference to a clause of, or Schedule to these Terms.

(v)                           A reference to these Terms is to these Terms as amended, supplemented, novated or replaced, except to the extent prohibited by these Terms.

(vi)                         A reference to a party to these Terms includes the party's successors, permitted substitutes and permitted assigns (and, where applicable, the party's legal personal representatives).

(vii)                       A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.

(viii)                     A reference to conduct includes an omission, statement or undertaking, whether or not in writing.

(ix)                         A reference to time, unless specified otherwise, is to Central European Time.

                                                                                                                                                                                                                                                                                                                                                                                                      

(x)                           A reference to an amount for which a person is contingently liable includes an amount that that person may become actually or contingently liable to pay if a contingency occurs, whether or not that liability actually arises.

(xi)                         A month means a calendar month.

(xii)                       A reference to year is a reference to each successive period of 12 months, commencing on the date of these Terms.

 


 


Schedule 1

 

Information Memorandum – Risk and Disclosures

 

1               Company information

 

 

1.1          Financial information, key assets and corporate structure

Rain-Check.It Pty Ltd (ACN: 602 680 259)(RainCheck), is a privately-owned company, registered in Australia. RainCheck has no substantial debts.

1.2          RainCheck owns or will have the right to use all intellectual property rights (excluding open source rights) in the technology comprising the RainCheck Platform, and is free to use, reproduce, modify and exploit that intellectual property.Directors and key managers

Please refer to section 7 of the RainCheck White Paper for background information on RainCheck's directors and key managers.

1.3          Litigation

To the best of RainCheck's knowledge and belief, there is no pending or threatened material investigation, litigation, prosecution, mediation, arbitration or other proceeding between RainCheck and any other person.

 

2               Risks – RAIN Token Sale and RAIN Token

 

2.1          General

There are risks associated with the use of blockchain technology for the RAIN Token Sale process, and the purchase of RAIN Token generally.

Warning: Do not purchase RAIN Tokens if you are not an expert in dealing with cryptographic tokens and blockchain based software systems.

Purchases of RAIN Token should only be undertaken by individuals or entities that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, like Stellar Lumens, and other blockchain based software systems. You should have functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. While RainCheck may be available to assist in the purchase of RAIN Tokens during and after the sale, in no way is RainCheck offering advice and RainCheck will not be responsible for lost Stellar Lumens, RAIN Tokens or other cryptocurrencues resulting from actions taken by, or omitted by you.

Warning: Purchasing RAIN Tokens is risky.

The purchase of RAIN Tokens carries with it a number of risks. You should carefully consider all risks involved, including, but not limited to, those listed below and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the following risks are unacceptable to you, then you should not purchase RAIN Tokens .

To the extent permitted by law, you acknowledge and agree that there are risks associated with purchasing, holding and using RAIN Tokens. You expressly acknowledge and assume all risks and agree not to hold RainCheck or any related party of RainCheck liable for any loss, damage, cost or expense (including or any special, incidental, or consequential damages) arising from, or in any way connected, to the sale of RAIN Tokens, including, but not limited to, any loss associated with the risks set out below. The order of the risks set out below is not intended to have any bearing on the likelihood of such risk arising, or importance of any such risk to any particular person.

2.2          Cryptographic Tokens May Experience Risk of Extreme Price Volatility

Cryptographic tokens that possess value in public markets, such as Stellar and Bitcoin, have demonstrated extreme fluctuations in price over short periods of time on a regular basis. You should be prepared to expect similar fluctuations, both  down and up, in the price of RAIN Tokens denominated in Stellar, Bitcoin or USD, or currencies of other jurisdictions. Such fluctuations are due to market forces and represent changes in the balance of supply and demand. As mentioned, exchanges are independent of and not operated by RainCheck, therefore use of exchanges is at your own risk and RainCheck cannot and does not guarantee market liquidity for:

(a)                           RAIN Tokens on the RainCheck Platform; and

(b)                           the exchange of RAIN Tokens for any other cryptocurrency,

and therefore there may be periods of time in which RAIN Tokens are difficult to buy or sell.

Additionally, due to different regulatory requirements in different jurisdictions and the inability of citizens of certain countries to open accounts at cryptocurrency exchanges located anywhere in the world, the liquidity of RAIN Tokens may be markedly different in different countries and this would likely be reflected in significant price discrepancies. By purchasing RAIN Tokens, you expressly acknowledge and represent that you fully understand that RAIN Tokens may experience volatility in pricing and will not seek to hold any of RainCheck, its directors, officers, agents and advisors liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected to, the sale of RAIN Tokens.

It is possible that a competing cryptographic token other than RAIN Token could have features that make it more desirable to a material portion of the cryptographic token user base, which could have a negative impact on the use of RAIN Tokens generally.

There are many factors affecting the further development of the cryptographic token industry, as discussed throughout this section. These risks can include, but is not limited to, continued worldwide growth in the adoption and use of RAIN Tokens and other tokens; changes in consumer demographics, public tastes and preferences and the regulatory environment relating to the RainCheck Platform , RAIN Tokens and other tokens.

2.3          Risks Associated with the Development and Maintenance of the RainCheck Platform 

You recognise that the RainCheck Platform and the integration of RAIN Tokens into the RainCheck Platform  is currently under development and may undergo significant changes before release and over time, including a change in direction at RainCheck's discretion. Although RainCheck intends for RAIN Tokens and the RainCheck Platform to function as set forth in the RainCheck White Paper, and intends to take commercially reasonable steps toward those objectives, RainCheck may have to make changes to the functions of RAIN Tokens or the RainCheck Platform  for any number of legitimate reasons including, but not limited to, a change in the design, implementation plans and execution of the implementation of the RainCheck Platform in order to meet the needs of the market. This could create the risk that the RainCheck Platform or RAIN Tokens, as further developed and maintained, may not meet your expectations at the time of purchase of the RAIN Tokens.

Furthermore, despite RainCheck's efforts to develop and maintain the RainCheck Platform it is still possible that the RainCheck Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the RainCheck Platform and RAIN Tokens.

You understand that while RainCheck will make reasonable efforts to integrate the RAIN Token in the RainCheck Platform , however due to circumstancesbeyond RainCheck's control it is possible that a limited release occurs or, in the worst case, a functioning operational RainCheck Platform with RAIN Tokens integrated may not be released at all.

2.4          Risks of Losing Access to RAIN Token Due to Loss of Private Key(s)

RAIN Tokens may be stored in a Stellar compliant wallet, which can only be accessed with a password selected by you. The wallet will hold a private key, or a combination of private keys, required to control and dispose of the RAIN Tokens stored in your digital wallet. Any loss of requisite private key(s) associated with your digital wallet storing RAIN Tokens, will result in loss of such RAIN Tokens. If you do not maintain an accurate record of your private key or password used to access your private key, this may lead to the loss of your RAIN Tokens. You must safely store your password in one or more backup locations that are well separated from the primary location. If you do not have such experience or expertise, then you should not participate or purchase RAIN Tokens.

Any third party that gains access to your private key may be able to gain access to your  RAIN Tokens. You must take care not to respond to any enquiry regarding your purchase of RAIN Tokens, including but not limited to, email requests purportedly coming from the RainCheck Website, Stellar Native Exhange, or a similar-looking domain.

The loss, destruction, loss of access or data loss relating to a private key used to access the RAIN Token, may be irreversible. RainCheck disclaims all responsibility for loss, destruction, loss of access or data loss relating to a private key or its related RAIN Token.

2.5          Risks Associated with the Stellar Network

As RAIN Token is based on the Stellar network protocol any malfunction, unexpected functioning, breakdown or abandonment of the Stellar network may have a material adverse effect on RAIN Token or the RainCheck Platform, including, but not limited to, impacting your ability to transfer, use or securely hold RAIN Tokens.

Advances in cryptography, or technical advances such as the development of quantum computing, could present risks to RAIN Token and the RainCheck Ecosystem by rendering ineffective the cryptographic consensus mechanism, that underpins the Stellar network.

 

2.6          Risk of technology used for the platform building of the RainCheck Ecosystem (including mining attacks)

As with other decentralized cryptographic tokens  RAIN Tokens and their integration with the RainCheck Platform are susceptible to many known and still unknown risks. Any successful attacks present a risk to the RainCheck Platform and RAIN Tokens, including, but not limited to, accurate execution, recording of transactions involving RAIN Tokens and expected proper payment operations.

It is also possible that a "hard fork" occurs in the Stellar network, where the underlying blockchain splits. This may result in risks to transactions and changes in the RainCheck Ecosystems which occur around the time of the hard fork.

2.7          Risk of Hacking, Cyber Threats and Security Weaknesses

Hackers, individuals, other malicious groups or organizations may attempt to interfere with the RainCheck Platform or RAIN Tokens in a variety of ways

Hackers, individuals, other groups or organizations may attempt to steal Stellar Lumens from the RAIN Token Sale, thus potentially impacting the ability of RainCheck to promote the RainCheck Ecosystem.Advances in code cracking, or technical advances such as the development of quantum computers, could present risks to cryptographic tokens which could result in the theft or loss of RAIN Tokens. To the extent possible, RainCheck intends to update the protocol underlying the RainCheck Platform to account for any advances in cryptography and to incorporate additional security measures, but it cannot predict the future of cryptography or the success of any future security updates.

2.8          Risks Associated with Markets for RAIN Token

The RAIN Tokens are intended to be used solely within the RainCheck Platform as set out in the RainCheck White Paper. As RainCheck is using the Stellar Network RainCheck cannot control the actions of purchasers of RAIN Token. Even if secondary trading of RAIN Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to RAIN Tokens (e.g. as denominated in a cryptocurrency or fiat currency), such value may be extremely volatile and diminish to zero. If you chose to use RAIN Tokens on exchanges it is at your own risk. Exchanges are independent of and not operated by RainCheck.

2.9          Risk of Cryptocurrency Exchanges

Cryptocurrency exchanges on which RAIN Tokens may trade may be relatively new and largely unregulated and may therefore be more exposed to fraud and failure than established regulated exchanges. A lack of stability in the cryptocurrency exchanges and the closure or temporary shutdown of cryptocurrency exchanges due to fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in the RainCheck Platform and RAIN Tokens generally.

2.10       Risk of Lack of Insurance and Transaction Losses

Unlike cash reserves held in bank accounts or accounts at some other financial institutions, RAIN Tokens are uninsured unless you specifically obtain private insurance to insure those held by you. In the event of loss or loss of utility value, there is no public insurer or private insurance arranged by RainCheck to offer recourse to you.

RAIN Token transactions are irrevocable. If RAIN Tokens are stolen or incorrectly transferred, such transfer may be irreversible. RainCheck will not provide compensation for any such transfer or theft.

2.11       Risks Associated with Uncertain Regulations, Enforcement Actions  and Geopolitical Events

The regulatory status of the cryptographic tokens, blockchain and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the RainCheck Platform and RAIN Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting blockchain and distributed ledger technology and its applications, including the RainCheck Platform and RAIN Tokens. Regulatory actions could negatively impact the RainCheck Platform and RAIN Tokens in various ways, including, for purposes of illustration only, through a determination that RAIN Tokens are a regulated financial product or instrument that attracts registration or licensing requirements.

RainCheck may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. The RainCheck Platform and RainCheck could be impacted by one or more regulatory enquiries or regulatory action, which could impede or limit the ability of  RainCheck to continue to develop the RainCheck Platform.

Cryptographic tokens such as RAIN Tokens, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralised means of transacting, and it is unclear how such supply and demand will be impacted by geopolitical events. Large-scale sales of RAIN Tokens would result in a reduction in the liquidity of such tokens.

2.12       Risks Arising from Taxation

The tax characterization of RAIN Tokens is uncertain in many jurisdictions. You must seek your own tax advice in connection with purchasing RAIN Tokens, which may result in adverse tax consequences to you, including but not limited to withholding taxes, income taxes and tax reporting requirements. You bear the sole responsibility for any taxation requirements, in purchasing, using and holding RAIN Tokens.

2.13       Risk of Alternative Platforms

It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the RainCheck Platform and attempt to facilitate services that are materially similar to those intended to be delivered through the RainCheck Platform. The RainCheck Platform may be in competition with these alternative platforms, which could negatively impact the RainCheck Platform and RAIN Tokens.

2.14       Risk of Insufficient Interest in the RainCheck Tokens or Platform

It is possible that the RAIN Tokens and/or RainCheck Platform will not be used by a large number of external businesses, individuals, and other organisations and that there will be limited public interest in the use of RAIN Tokens for customer loyalty and use within the RainCheck Platform. Such a lack of interest could impact the development of the RainCheck Platform. RainCheck cannot predict the success of its own marketing efforts or the efforts of other third parties.

2.15       Risk of an Unfavourable Fluctuation of Stellar Lumens and Other Currency Value

RainCheck intends to use the proceeds from selling RAIN Tokens to fund the maintenance and development of the RainCheck Platform and RainCheckEcosystem. The proceeds of the RAIN Token Sale will be denominated in Stellar Lumens, and can be converted into other cryptographic and fiat currencies. If the value of Stellar Lumens fluctuates unfavourably during or after the RAIN Token Sale, RainCheck may not be able to fund development, or may not be able to develop or maintain the RainCheck Ecosystem in the manner that it intended.

2.16       Risk of Dissolution of RainCheck

It is possible, due to any number of reasons including, but not limited to, an unfavourable fluctuation in the value of Stellar Lumens (or other cryptographic and fiat currencies), decrease in the RainCheck Ecosystem's utility, the failure of commercial relationships, or intellectual property ownership challenges, that the RainCheck Ecosystem may no longer be viable to operate and RainCheck may dissolve or be wound up or face an uncertain or changing regulatory regime.

 

2.17       Risks Arising from Lack of Governance Rights

As ownership of a RAIN Token confers no governance rights of any kind with respect to the RAIN Token will be made by RainCheck at its sole discretion, including, but not limited to, decisions to discontinue the RainCheck Platform, to create and sell more RAIN Tokens for use in the RainCheck Platform, or to sell or liquidate RainCheck. These decisions could adversely affect the RainCheck Platform and any RAIN Tokens you hold.

2.18       Risks of Intellectual Property Rights Claims

Intellectual property rights claims may adversely affect the operation of the RainCheck Platform or RAIN Tokens. Third parties may assert intellectual property ownership claims relating to the holding and transfer of cryptographic tokens and their source code. Regardless of the merit of any intellectual property claim or other legal action, any threatened action that reduces confidence in the RainCheck Platform's long-term viability or the ability of end-users to hold and transfer RAIN Tokens, may adversely affect the utility of RAIN Tokens. Additionally, a meritorious intellectual property claim could prevent you from holding or transferring your RAIN Tokens.

2.19       Unanticipated Risks

Cryptographic tokens such as the RAIN Token are a new and relatively untested technology. In addition to the risks noted above, there are other risks associated with your purchase, holding and use of RAIN Tokens that RainCheck cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks set out above.