1. CariOS ICO OVERVIEW
1.1. CariOS is a project that involves creating and operating the CariOS Market in which car data is traded through big data and blockchain technologies. Potential market participants include vehicle drivers, automobile manufacturers, and automobile-related service providers, who will serve as prosumers, producing and consuming data at the same time. As a technology-based economic system that is driven by the CariOS Blockchain, the CariOS Market supports fair transactions between its participants.
1.2. The fund raised by the ICO may be used to (i) partially purchase the CariOS Tokens that have been sold (buyback) and (ii) further develop, improve, or maintain the Market infrastructure and develop businesses with other platforms that can create synergy with CariOS.
1.3. CariOS intends to continue developing, improving, and expanding its system; provided, however, that CariOS makes no guarantees or representations with respect to any specific functions being available or the continued support of any specific function that is currently available.
1.4. The CariOS Token is based on the Ethereum ERC20 standard and may be used as a means of payment at potential affiliates.
1.5. The right of ownership of any value created in a transaction between token holders within the CariOS Market will remain solely with those holders, and CariOS is neither entitled to nor responsible for such value in any way.
1.6. The CariOS team does not guarantee the absolute accuracy of any information provided in the White Paper, nor does it take any legal responsibility in relation to the White Paper. For example, the CariOS team does not guarantee that (i) the White Paper was developed based on legal rights and does not infringe upon the rights of a third party, (ii) it is commercially valuable or useful, (iii) it is appropriate for accomplishing certain targets of an individual outside the CariOS team, and (iv) it is free from technical or logical errors. The extent of release of such responsibility is not limited to clauses (i) to (iv) and is instead infinite.
Therefore, in the event a user chooses to refer to the White Paper in making a decision, the resulting consequences are solely due to his or her decision, regardless of whether they are accompanied by a profit or loss. In other words, the CariOS team shall not be obligated to provide any form of compensation or indemnification or assume responsibility in any other way for any loss, debt, or damage that may result from the use of this White Paper.
2. The CariOS TOKEN OFFERING
2.1. The details in relation to the CariOS ICO are as follows:
Maximum supply – 10,000,000,000 CariOS Tokens
No. of CariOS Tokens to be distributed in CariOS ICO – 4,000,000,000 CariOS Tokens
CariOS Token ICO Price – 1 ETH = 60,000 + Bonus 30% CariOS Tokens (Tier 1), 1 ETH = 60,000 + Bonus 20% CariOS Tokens (Tier 2), ICO Sale 1 ETH = 60,000 CariOS Tokens
ICO maximum raise amount (“ICO Maximum Raising”) – 66,700 ETH
ICO start date – September 1, 2018
ICO end date – October 31, 2018
Acceptable payment methods – ETH
2.2. Duration of the ICO and Refunds
(a) All cryptocurrency payments received from purchasers during the ICO may, at CariOS’s sole discretion, be converted into fiat currency in accordance with the needs and requirements of the CariOS project and its R&D efforts.
(b) The CariOS ICO will be closed when all available ICO CariOS Tokens are sold or on the ICO end date, whichever is earlier.
(c) All purchases of CariOS Tokens are final and non-refundable. By purchasing the CariOS Tokens, the purchaser acknowledges that CariOS is not required to provide a refund for any reason and that the purchaser will not receive money, cryptocurrency or other compensation in exchange for any CariOS Tokens.
(d) In the event that not all CariOS Tokens are sold by the ICO end date, all unsold CariOS Tokens will be held by CariOS for at least six (6) months; after which period, CariOS may sell or otherwise dispose of the unsold CariOS Tokens at its sole discretion.
2.3. Car Data and Reward System in the CariOS Market
The ownership of the car data in the CariOS main network lies with the car users who generate the data. Depending on the service, the period and extent of data use may be limited. The data that is provided to each node is available for trade within the CariOS Market. The purchaser who purchases any processed car data with CariOS Coins is granted with the ownership of that processed car data.
In relation to the extent of the purchaser’s ownership of data, the raw car data that has been used as input to generate the processed car data is excluded from the scope of ownership. Any disputes that arise over the ownership of car data and processed car data shall be settled in accordance with applicable laws.
The car users who sell their data receive CariOS Coins as currency. CariOS provides no guarantee for any profit or value in this process.
2.4. Registration and Contribution Process
(a) The purchaser of the CariOS Tokens must participate in the CariOS ICO. Details required by CariOS include the following:
(i) Limitation on purchasers who are citizens, residents, and/or green card holders of the United States of America, the People’s Republic of China; Precaution for purchasers who are citizens and/or residents of the Republic of Korea
Purchasers of CariOS Tokens acknowledge that their purchases are in no way related to security investments, and that all responsibilities for their profits and/or losses as well as other legal obligations lie solely with them.
(ii) Personal details of the purchaser, including but not limited to:
- Full name;
- Legible soft copy of a government-issued passport;
- E-mail address;
- Mobile phone number;
- ETH address for receipt of CariOS Tokens (“Personal ETH Address”)
- High resolution photograph of the purchaser
Please take note that:
- Individuals under eighteen (18) years of age will not be permitted to participate in the CariOS ICO.
(iii) In the event any purchaser violates any of the abovementioned regulations (i.e., is a citizen, resident, and/or green card holder in the U.S. or China or is under eighteen (18) years of age), that purchaser shall not be eligible to purchase any CariOS Tokens and may not make any payments in ETH or BTC. Any cryptocurrency payments made by the purchaser in violation shall, at the sole discretion of CariOS, be subject to a full or partial refund with a certain amount deducted from it as an administrative fee, which shall be made to the address at which the payment was made at the time of the purchase of the tokens. CariOS shall take no responsibility in the event the refund is made to the wrong address due to mistakes, errors, or any other reasons. Purchasers whose participation is restricted should refer to the above and refrain from participating in the ICO.
(c) Purchase of CariOS Tokens: Upon the completion of the CariOS ICO, the amount of CariOS Tokens purchased will be deposited into the purchaser’s Personal ETH Address.
3. DISCLAIMER OF LIABILITY AND OTHER DISCLOSURES ASSOCIATED WITH THE PURCHASE OF CariOS TOKENS
3.1. CariOS Tokens are not intended to be acquired as an investment or in expectation of principal protection or profits. The purchase of CariOS Tokens for those purposes carries with it significant risks (the “Risks”), including but not limited to the risks set out below. The purchaser hereby acknowledges that the purchase is being made with a full understanding of these risks. Prior to purchasing the CariOS Tokens, the purchaser should carefully consider the Risks and, to the extent necessary, consult a lawyer, accountant, and/or tax professional prior to making the purchase.
(a) Cryptocurrencies have become the subject of regulatory scrutiny by regulatory bodies in various countries, and, as a result, the development and operation efforts of CariOS may be impacted.
(b) CariOS intends to incrementally improve its software and technology-based solutions. There may be updates for enhancing user experience that may result in significant changes. The purchaser’s expectations may not be met upon the integration or change of the CariOS Tokens that have been purchased. Owning CariOS Tokens and/or Coins is not related in any way to holding a stake in or operating CariOS or the CariOS Foundation.
(c) CariOS understands that the token purchasers hold reasonable expectations for the advancement and enhancement of CariOS. However, the CariOS Tokens, Coins, and/or Project may not succeed despite the efforts made by CariOS and may be stopped instead.
(d) The CariOS Token is based on the Ethereum ERC20 standard which is based on open source software, and there is a risk that CariOS, or other third parties not directly affiliated with CariOS, may introduce weaknesses or bugs into the core infrastructural elements of the CariOS Token or Project or influence their development, causing the system to lose CariOS Tokens stored in one or more purchaser or Customer accounts.
(e) Advances in code cracking or technical advances could present risks to cryptocurrencies, which could result in the theft or loss of CariOS Tokens. In the event a CariOS Token purchaser loses or destroys his/her private key, accessing his/her CariOS Tokens becomes almost certainly impossible. Any of the above may result in the loss of data in relation to the CariOS Tokens, CariOS Coins, or CariOS, and may adversely affect the value of the CariOS Tokens owned by the purchaser or Customer. CariOS bears no responsibility whatsoever for all such unintended losses.
(f) Cryptocurrency exchanges on which CariOS Tokens may be traded may be relatively new and largely unregulated and may, therefore, be more exposed to frauds and failures than established, regulated exchanges for other products. CariOS takes no responsibility for any losses incurred by security failures, errors, hacking, malicious programs, or government-ordered trade suspensions at such exchanges. Large-volume purchases or sales of the CariOS Tokens may increase the volatility of their value.
4. DISCLAIMER OF LIABILITY
The purchaser expressly agrees that the purchaser is purchasing CariOS Tokens at the purchaser’s sole risk and that the CariOS Tokens are provided on an “as is” basis without warranties of any kind, either express or implied.
5. ACKNOWLEDGEMENT AND WARRANTIES BY PURCHASERS
5.1. All purchasers agree and acknowledge that:
(a) the CariOS Tokens do not and are not intended to constitute securities in any jurisdiction. The White Paper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction;
(b) the CariOS Tokens are not intended as securities or other assets to be used for speculative trading purposes. CariOS does not operate an exchange for the CariOS Tokens, and there is no guarantee of the future value of the CariOS Tokens. CariOS does not take any responsibility for any trade in CariOS Tokens in or through third-party exchanges and the possibility that the tokens could be worth nothing;
(c) the White Paper does not constitute or form part of any opinion on, any advice to buy or sell, or any solicitation of any offer to purchase any CariOS Tokens, nor shall it form the basis of or be relied upon in connection with any contract or any investment or purchase decisions. No information in the White Paper should be considered to be business, legal, or financial advice regarding CariOS, the CariOS Tokens, and the CariOS ICO; and
5.2. Purchasers represent and warrant to CariOS as follows:
(a) that they are not a citizen or permanent resident of the People’s Republic of China, or that they are an “accredited investor” under United States Federal and/or State laws (for citizens or green card holders of the United States of America), or that they understand the regulations set forth by the authorities and take full responsibility for their purchase (for citizens of the Republic of Korea);
(b) that they agree to comply with all applicable laws, regulations and rules in their jurisdiction or country of residence; and
(c) that they have adequate understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of the CariOS Token, cryptocurrencies, blockchain-based systems, cryptocurrency wallets or other related coin/token storage mechanisms, blockchain technology and smart contract technology, and that they understand that exchanging cryptocurrencies for CariOS Tokens for the purpose of speculative investment or for the purpose of exchanging one form of virtual currency for another may carry significant risks.
6. TERMS USED
To facilitate a better understanding of the CariOS Tokens, certain technical terms and abbreviations have been described in the White Paper. These descriptions and assigned meanings may not correspond to standard industry meanings or usage.
Words importing the singular shall, where applicable, include the plural and vice versa. References to persons shall include corporations.
7. UPDATES TO THE TERMS AND CONDITIONS OF THE CariOS ICO
CariOS and/or the CariOS ICO reserves the right, at its sole discretion, to change, modify, add, or remove portions of these T&Cs at any time during the CariOS ICO, and purchasers will be deemed to have accepted such changes by purchasing the CariOS Tokens during the CariOS ICO.
8. NO WAIVER
The failure of CariOS to require or enforce strict performance by a purchaser of any provision of these T&Cs or CariOS’s failure to exercise any right under these T&Cs shall not be construed as a waiver or relinquishment of CariOS's right to assert or rely upon any such provision or right in that or any other instance. The express waiver by CariOS of any provision, condition, or requirement of these T&Cs shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these T&Cs, no representations, statements, consents, waivers, or other acts or omissions by CariOS shall be deemed a modification of these T&Cs nor be legally binding, unless documented in physical writing, hand signed by the purchaser and a duly appointed officer, employee, or agent of CariOS.
The purchaser and CariOS agree that if any portion of these T&Cs are found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of these T&Cs, which shall continue to be in full force and effect.
10. COMPLETE AGREEMENT
These T&Cs set forth the entire understanding between each purchaser and CariOS with respect to the purchase and sale of CariOS Tokens. For facts relating to the sale and purchase, the purchaser agrees to rely only on these T&Cs in determining purchase decisions and understands that these T&Cs govern the sale of CariOS Tokens and supersede any public statements about the CariOS ICO made by third parties or by CariOS or individuals associated with CariOS, past and present and during the CariOS ICO.
11. TAXATION OF CariOS TOKENS AND TAXATION RELATED TO THE ICO
CariOS makes no representations concerning the tax implications of the sale of CariOS Tokens or the possession or use of CariOS Tokens. The purchaser bears the sole responsibility to determine if the purchase of CariOS Tokens with cryptocurrencies or the potential appreciation or depreciation in the value of CariOS Tokens over time has tax implications for the purchaser in any relevant jurisdiction. By purchasing CariOS Tokens, and to the extent permitted by law, the purchaser agrees to indemnify CariOS and hold it harmless from any tax liability associated with or arising from the purchase of CariOS Tokens.
12. COMPLIANCE WITH THE PDPA
13. FORCE MAJEURE
CariOS will not be liable for failure to perform any of its obligations owed to a purchaser which is solely caused by events outside CariOS's reasonable control, including, but not limited to:
(a) unavoidable casualty,
(c) government orders,
(d) acts of civil or military authorities,
(e) emergency conditions (natural or otherwise), or
(f) any similar unforeseen event that renders performance commercially implausible
(each “an event of force majeure”).
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1. Governing Law: These T&Cs shall be governed by and construed in accordance with the laws of the Republic of Singapore.
14.2. CariOS and the purchaser (the “Parties”) agree to make good faith efforts to resolve any dispute, controversy or claim arising between them relating to the CariOS ICO and their respective rights and obligations hereunder arising from the purchase of CariOS Tokens under these T&Cs (a “Dispute”).
14.3. If the Parties, or their designated representatives, are unable to resolve the Dispute within ten (10) business days after referral of the matter to them, the Parties will submit the Dispute for resolution pursuant to Section 14.4 of these T&Cs.
14.4 Any Dispute unable to be resolved pursuant to the preceding Sections 14.2 and 14.3, may be referred by written notice from a Party to the other Party to be finally resolved by mutually binding arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force, which rules are deemed to be incorporated by reference to this Section. The arbitration tribunal shall consist of one arbitrator appointed by the Chairman of SIAC. The language of arbitration shall be in English. The procedural law governing such arbitration shall be the law of Singapore.