LEGAL INFO
Main risk factors related to tokens, their market valuation and their availability
Risks associated with the execution of the project and/or the Issuer
Risk associated with bidding and trading
Liquidity risk: It is possible that the token cannot be included in any crypto-asset trading platform, or that it does not have sufficient liquidity in OTC markets. The Issuer is therefore not responsible for the fluctuation that the token in question may suffer in any type of market. Even in the event that the token is included in any of the aforementioned platforms, they may not have enough liquidity or even find themselves facing sudden changes caused by regulatory adaptation, being therefore susceptible to failure or fall.
Unanticipated and forward-looking information risks
Certain information included herein is forward-looking and based on forecasts made by the issuer. Therefore, it includes financial and business growth projections that may not translate into actual results. Future events may differ materially from those anticipated.
Similarly, and given that tokens are an asset based on a technology that is not currently mature enough, there may be risks that have not been anticipated as of today, and that if they materialize could cause unforeseen variations.
Regulatory risk:
Blockchain technology makes it possible to create new types of assets as well as new ways of transacting with them. It is possible that therefore, there are jurisdictions that approve, once this document is published, regulation in this regard and that may lead to the modification of the current configuration of the offer, including the loss of tokens or the termination of the offer for the user.
Risk of project failure or abandonment
The implementation of the project can be frustrated for different reasons, among which may be the absence of interest on the part of the market, not reaching the minimum financing to make the project viable, or the competition itself. Therefore, it cannot be assured that the tokens covered by this document provide total or partial benefits to their holder, or that the objectives of the roadmap can be fully executed.
Risks associated with tokens and the technology used
The type of product described in this document has a high implicit risk, as both the Bank of Mexico and the CNBV have already publicly communicated. The value of tokens can experience both upward and downward fluctuations and the buyer may not recover the capital initially invested.
Added to this is the implicit risk of the underlying technology used by the project in the form of a Public Network on Blockchain. As it is not a protocol dependent on the issuer, any malfunction, fall or abandonment of said Network can cause adverse effects on the operation of the tokens in question. Other risks worth mentioning are those related to the advancement of the development of the state of the art of programming, such as quantum computing, or the malicious attack on the Smart Contracts used by the issuer, despite the fact that the available measures are adopted to avoid it.
In the case of proof-of-work consensus mechanisms in Binance Smart Chain, it could be the case that someone could control more than 50% of the computational power of blockchain miners in a so-called 51% attack and thus take control of the network (the blockchain). Using more than 50% of the mining power (hash power), the attacker will always represent the majority, which means that he can impose his version of the blockchain.
In principle, this is also possible with less than 51% of the mining power. Once the attacker has gained control of the network, they could reverse or redirect the transactions they initiated, so that it would be possible to "double the spend" (i.e. perform multiple transactions of the same token). The attacker can also block the transactions of others by refusing confirmation.
There could also be other computer attacks on the Binance Smart Chain blockchain, the software and/or hardware used by the Issuer. In addition to computer hacker attacks, there is a risk that employees of the Issuer or third parties may sabotage the technological systems, which may cause the failure of the Issuer's hardware and/or software systems. This could also have a negative impact on the Issuer's business activities.
Information about the underlying technology.
Blockchain technology in general and KEKUUL technology in particular, allow the creation and distribution of so- called tokens. Under the above, tokens may have a different legal treatment according to their legal qualification.
As for their technical structure, the tokens issued will follow the BEP-20 standard and will be issued on the Binance Smart Chain.
The Smart Contract that will host and manage the delivery of the tokens, has been developed with the Solidity programming language and will be deployed in the Binance Smart Chain Network.
The Issuer cannot be held responsible for any attack that may be suffered by the Network on which said Smart Contract is deployed and reserves the possibility that the operation and availability of the tokens undergo technological changes, always trying to make them the most favorable for the buyer possible.
Legal Notice
This Whitepaper has been prepared on the occasion of the issuance of 200 million tokens, corresponding to the ICO (Initial Coin Offering or initial issuance of cryptocurrencies - private sale and public sale that, together, make up the Public Offer of Sale of the Tokens).
Investors are cautioned to:
The investment described in this Whitepaper entails the assumption of a greater risk than that involved in investing in listed companies, since the crypto-assets subject to the issue described herein may:
Lose its value in whole or in part.
Not to be exchangeable for the goods or services described in this document, in those cases in which the project is frustrated before its commissioning.
Not be liquid.
Not to be admitted to trading on organized markets.
There is currently no legislation regulating (i) the processes of initial issuance of cryptocurrency or ICOs or (ii) the legal nature of the rights derived from cryptocurrencies or tokens. However, the issuer has adjusted for reasons of legal protection both to the public criteria issued by the Bank of Mexico, the National Banking and Securities Commission and also to what is conducive to the Securities Market Law and the Law to Regulate Financial Technology Institutions and the Federal Law for the Prevention and Identification of Operations with Resources of Illicit Origin ("Anti-Laundering Law"). Then review the Section: "Mexican Legal Framework".
The custody of cryptocurrencies or tokens is not carried out by an entity authorized to provide investment services.
ICOs, as well as the custody of cryptocurrencies or tokens, are based on the so-called distributed ledger technology or Blockchain, a novel technology and not exempt from certain risks, as described below.
Investors are cautioned to have a full understanding of the information contained in this Whitepaper; as well as to make any type of investment decision in relation to it, it is necessary to make a complete and careful reading of this Whitepaper.
This Whitepaper has not been subject to verification, review or registration in the official records of the National Banking and Securities Commission ("CNBV").
Under no circumstances shall KUUL be understood as representing the share capital of a legal entity, an aliquot part of an asset or participation in a collective claim or any individual credit right. KUUL is a utility token to be used within the platform.
The ICO described in this Whitepaper has not been rated by any credit rating agency.
Investors are cautioned that the functionalities of the KEKUUL platform described in this Whitepaper are subject to change based on technical limitations, legal, regulatory or strategy changes to the product for the duration of its development.
Mexican Law
The Law to Regulate Financial Technology Institutions (Fintech Law) considers in its articles the following:
"The representation of value registered electronically and used among the public as a means of payment for all types of legal acts and whose transfer can only be carried out through electronic means is considered a virtual asset." — (Fintech Law, 2018, Article 30)
In this sense, Utility Tokens such as the KUUL Token are not under the regulatory framework that comprises the Fintech Law, by virtue of the fact that they only and exclusively give digital access from the KEKUUL Platform to the products and services offered there, nor can they be considered as an investment instrument, since the users of the Utility Token will not have any participation in corporate rights, nor will they have any type of right over KEKUUL, since the main objective is to improve the experience of customers in a distributed and decentralized registry.
Notices
Notice to EU/EEA Residents
The KUULKOIN token is not a guarantee or a financial instrument within the meaning of the Markets in Financial Instruments Directive (MiFID II) of the European Parliament (2014/65/EU), securities or other laws of member states. The KUUL is not a guarantee of any kind and does not represent any right to vote, manage or share in the profits of any entity. The KUUL token does not represent ownership of any physical assets and will not be refundable.
Notice to U.S. Residents
The offering and sale of the KUUL token has not been registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of certain states. The KUUL may not be offered, sold or otherwise transferred, pledged or mortgaged, except to the extent permitted by the Act and applicable state securities laws pursuant to an effective registration statement or exemption thereof.
Notice to Residents of Australia
No SAFT, placement document, prospectus, product disclosure statement or other disclosure document has been filed with the Australian Securities and Investments Commission in connection with the offering. The SAFT and any documents used in connection with it and any related documents do not constitute a prospectus, a product disclosure statement or other disclosure documents under the Companies Act 2001. In Australia, someone may only offer the KUUL to "sophisticated investors" or "professional investors" or otherwise in accordance with one or more exemptions contained in the Companies Act, so it is legal to offer the KUUL in compliance with applicable laws.
Notice to Residents of the Republic of China
KUUL's rights are not offered or sold and may not be offered or sold, directly or indirectly, within the People's Republic of China, except as expressly permitted by the laws and regulations of the People's Republic of China.
Notice to Residents of All Jurisdictions
No action has been taken to permit the offer, sale, possession or distribution of KUUL or any related document in any jurisdiction where action is required for that purpose. You are obliged to inform yourself and to observe any restrictions related to the offer of the KUUL, the SAFT and any related documents in your jurisdiction.
No economic return is contemplated for the purchase of kuul, and you should not buy kuul for speculative purposes. Participation in the sale of the KUUL token must not have any expectation of profits, dividends, capital gains, financial performance or any other return, payment or income of any kind. Buying KUUL carries substantial risk that could lead to a loss.
There is no guarantee that the goals will be achieved or that B2M tokens will always have or maintain their value within the ecosystem. Any resale of KUUL must be made for exemptions from securities requirements and in compliance with the requirements of applicable laws.
Last updated