Person Referring
Person Invited

These Referral Program Terms (these “Terms”) are published by Moon Laboratories, Inc. d/b/a Masa (“we”’, “us” and “our”). Our Referral Program as displayed on our website and these Terms form a binding agreement for both Referring Users (“you” or “your(s)”) and people who receive our referral invitation.

 

1. How the Program Works

The $MASA referral program (the “Referral Program”) is an initiative organized by Moon Laboratories, Inc. to create an opportunity for the MASA community to introduce the Masa platform (the “Masa Platform”) to others. More information about this Referral Program can be found at https://app.masa.finance (the “Masa Dashboard”). 

 

Any community member who successfully refers an individual to the MASA Platform in accordance with Section 2 below will receive a reward, as further explained in Section 3 below, for every successful referral made. You will be able to track the number of successful referrals you have made by visiting your Masa Dashboard. You will also receive an email confirmation from us notifying you of each successful referral. 

 

2. The Referral Process

In order for a referral to qualify under this Referral Program, you must provide to us your  first name and email address. A personalized referral link will then be generated for you (your “Personalized Referral Link”). In order to participate in the Referral Program, you simply need to begin by sharing your Personalized Referral Link to anyone you wish to refer onto the Masa Platform. 

 

Upon opening your Personalized Referral Link, the party you wish to refer will similarly be prompted to enter their first name and email address. Subsequently, they will be prompted to complete a two-factor authentication process and captcha verification. Upon successful completion of the two-factor authentication process and captcha verification, they will have successfully minted a Masa Green SBT. 

 

A referral will only be deemed to be successful under this Referral Program if the referred individual successfully mints a Masa Green SBT by completing a prompted two-factor authentication process and captcha. 

 

3. Rewards and Offers

For every successful referral made in accordance with Section 2 above, a user will receive 10 $MASA tokens in accordance with Section 4 below. We have allocated 1,000,000 $MASA tokens to this Referral Program, and this Referral Program will remain active until all 1,000,000 $MASA tokens allocated have been claimed by users through successful referrals. We reserve the right to terminate this Referral Program for any reason in our sole discretion without advance notice. 

 

4. Issuing of Rewards and Offers

$MASA tokens earned through this Referral Program will be transferred to the wallet address provided by you to us within 60 days of the launch date of the Masa Platform (the “TGE Date”). The TGE Date has not been announced at this time, but we encourage you to periodically visit our following community channels to receive closer announcements regarding our launch and the TGE Date: 

 

Discord: https://discord.com/invite/HyHGaKhaKs

Twitter: @getmasafi

Telegram: @masafinance

 

By participating in this Referral Program, you agree that for a one-year period commencing on the date on which you receive $MASA tokens distributed under the Referral Program, you will not sell, transfer, pledge, hypothecate, or otherwise dispose of all or any of the $MASA tokens you have been rewarded.

 

YOU HEREBY ACKNOWLEDGE AND AGREE THAT $MASA TOKENS DO NOT HAVE ANY TANGIBLE OR PHYSICAL MANIFESTATION, AND DOES NOT HAVE ANY INTRINSIC VALUE (NOR DOES ANY PERSON MAKE ANY REPRESENTATION OR GIVE ANY COMMITMENT AS TO THEIR VALUE).

 

5. Privacy

All personal information collected and processed as part of this Referral Program will be used in accordance with our Privacy Policy, available at https://www.masa.finance/privacy-policy. Under the applicable laws and regulations, we shall be responsible for collecting and processing such personal information. 

 

 

6. General 

 

6.1. This Referral Program permits you to invite your contacts to participate in one or more Referral Program(s).

 

6.2. You may only invite personal friends, family members, acquaintances and colleagues to this Referral Program.

 

6.3.  By participating in this Referral Program, you hereby acknowledge that you are not physically located in the United States, and are otherwise not a “U.S. person” (as defined below). 

 

A “U.S. person” means:

 

  • Any natural person resident in the United States;

  • Any partnership or corporation organized or incorporated under the laws of the United States;

  • Any estate of which any executor or administrator is a U.S. person;

  • Any trust of which any trustee is a U.S. person;

  • Any agency or branch of a foreign entity located in the United States;

  • Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

  • Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

  • Any partnership or corporation if:

    • Organized or incorporated under the laws of any foreign jurisdiction; and

    • Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in § 230.501(a)) who are not natural persons, estates or trusts.

The following are not “U.S. persons”:

  • Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

  • Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

    • An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

    • The estate is governed by foreign law;

  • Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

  • An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

  • Any agency or branch of a U.S. person located outside the United States if:

    • The agency or branch operates for valid business reasons; and

    • The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

  • The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

6.4. By participating in this Referral Program, you further hereby acknowledge that you have carefully read our risk disclosures contained in Section 17 of below, and agree to assume the risks as outlined therein. 

 

7. Completed Referrals and Limit

 

7.1. A Completed Referral is when a Referring User refers this Program to one of its contacts. Subsequently, that contact will either sign-up, make a purchase or complete whatever action is determined as a referral above - which is not cancelled or disputed in accordance with Section 7.4. 

 

7.2. A limit to the number of referrals by Referring Users may apply. Or we may specify a maximum number of Completed Referrals who are eligible for the benefits of this Program.

 

7.3. All referred people must be new and first-time Users. Existing Users cannot participate in and benefit from this Referral Program.

 

7.4. You represent all personal information is accurate and up to date. We may monitor your use of this Referral Program or request your ID to verify your identity before issuing rewards. 

 

8. Restrictions

 

8.1. This Program cannot be combined with other of our referral programs, discounts, vouchers, benefits or incentives. By participating in this Referral Program, we may restrict you from any other promotion, program, discount, or vouchers.

 

8.2. You understand and agree that you must not use referral methods that are bothersome to the recipients. Moreover, your participation in this Referral Program must not violate the applicable law, including but not limited to anti-Spam legislation, which is mass distribution of unsolicited messages.

 

8.3. You must not publish our Referral Program on any sites or platforms that house any Adult Content, Alcohol, Tobacco, Gambling, Games and Online Casinos, Political Content, and any form of illegal activities. 

 

8.4. You must not at any time, invite or refer people who are unknown to you.

 

8.5. You must only use our Referral Program for personal use and refrain from its use for commercial purposes. 

 

9. Term and Termination

 

9.1. This Referral Program will run until the announced date and that date can be extended or restricted. We may also in our sole discretion notify Users that this Referral Program has ended with immediate effect.

 

9.2. Any referral made before the end of this Referral Program can still participate. However, we may exclude referrals in our sole discretion made after its termination date.

 

9.3. We may terminate this Referral Program at any time, including your participation or the availability of its benefits. 

 

10. Exclusive Relationship

 

10.1. You understand and agree that you are only the User of our services and/or products, and refrain from implying any other affiliation or legal relationship with us. 

 

10.2. You understand and agree that you are never authorized to legally bind our company. 

 

10.3. You must never create any materials that contain our branding, trademark, (part of) our corporate identity.

 

10.4. By participating in this Referral Program you must not represent yourself in duplicate, agent or intermediary of our company

 

 

11. Privacy and Information

 

11.1. You undertake to respect the privacy rights of the people you invite to our Referral Program and direct to our website. 

 

11.2. When referring other people, you must always inform them about the applicable terms and conditions and privacy policy. You must do so before they participate in this Referral Program, and leave their personal information.

 

12. Amendments

 

We may amend the terms and conditions of our Referral Program. We may offer and/or restrict additional incentives, benefits and programs. As a result, additional terms may apply. You agree that you are aware of those amended and additional terms.

 

13. Violations and Termination

 

13.1. In case we suspect any violations of these terms or otherwise tampering with, fraud or unreasonable use of our Referral Program, we may in our sole discretion cancel the distribution of any discount, benefit or payout. 

 

13.2. If you are a current or former employee, contractor or affiliate of our company, we may restrict your participation in this Referral Program, and we may restrict or cancel your participation with immediate effect. 

 

13.3. You must comply with all applicable laws and regulations, and refrain from violating any third party rights. These rights include any copyright, trademark or other proprietary rights.

 

14. Disclaimer and Indemnification

 

14.1. We offer our Referral Program and its benefits only on an “as is” and “as available” basis. We may remove, change and update this Referral Program in our sole discretion. We will never make any promises or guarantees about the content and information of our Referral Program. We disclaim our responsibility for any information that is incorrect or has errors. 

 

14.2. Our Referral Program is based on our best efforts. You acknowledge and agree that we can never guarantee any benefit or result from participating in this Referral Program.

 

14.3. You will defend, indemnify and hold us harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable attorney’s fees) arising out of your participation in this Referral Program.

 

15. No Correspondence, Disputes and Refunds

With regards to the distribution of discounts, vouchers, incentives, prizes, awards or other benefits, no correspondence will be entered into. Moreover, we shall never respond to any complaint or accept any dispute about this Referral Program, and the abovementioned benefits. are provided “as is” and we never refund or exchange such benefits. 

 

 

16. Applicable Law

 

The law of our residence shall apply and the court in that country is competent to hear any claim that may arise out of these terms.

 

*Please note that by participating in this referral program, you will only have a legal relationship with Masa. You represent that you have read, understood and agree to be bound by Masa’s General Terms and Conditions and Privacy Policy. You also agree that by participating in this campaign your tracking metrics will become public data, this means that anyone with access to your email address will be able to see how many referrals you have generated.

 

17. Risk Disclosures

Cryptocurrency-related activities (including activities in connection with $MASA) involve a high degree of risk. You should consider carefully the risks described below, together with all of the other information contained in the Agreement, before making an investment decision. The following risks entail circumstances under which, our business, financial condition, results of operations and prospects could suffer.

 

  • The Masa Platform has not yet been fully developed and, once developed and launched, may never develop sufficient user interest, scale, blockchain operability, adoption or usability to attract developers and users.

The Masa Platform has not yet been developed and its development and successful launch will require significant capital, the expertise of Company management and substantial time and effort by skilled developers and other parties. We may not be able to retain the services of developers with the technical skills and expertise needed to successfully develop the Masa Platform and progress it to a successful launch event. In addition, even if the Masa Platform is successfully developed and launched, there can be no assurance that the Masa Platform will function as intended or that it will be able to sustain long-term operation of the Tokens or other large-scale distributed applications or cryptocurrencies. Although we intend for the Masa Platform to have the features and specifications set forth in the Whitepaper, changes to such features and specifications may be made for any number of reasons. There can be no assurance that the Masa Platform or $MASA will function as described in the Whitepaper or will be launched according to our current plans.

We plan to incorporate various technology solutions into the Masa Platform. Some or all of these technology solutions may be new and/or relatively untested. There is significant risk to building and implementing such new technologies that may have never been used, or that are being used in different ways. There is no guarantee that such technologies will operate as intended or as described in the Whitepaper or will be launched according to our current plans. 

  • Alternative networks and platforms may be established that compete with or are more widely used than the Masa Platform or the Masa Platform may be unable to successfully compete with existing protocols or traditional centralized payment systems.

It is possible that alternative networks could be established that utilize the same or similar open source code and protocol underlying the Masa Platform and attempt to facilitate services that are similar to the Masa Platform’s services. The Masa Platform may compete with these alternative networks, which could negatively impact the Masa Platform and the value of $MASA. The Masa Platform’s technology may be available as open-source, meaning that anyone can copy and disseminate the Masa Platform source code either in the same form or with modifications. Further, the Masa Platform is attempting to compete with or replace certain existing payments systems and currencies, both centralized and decentralized, and we may be unable to successfully compete with or draw users from these existing platforms and services. 

There can be no assurance that the technology being proposed to underpin the Masa Platform will not be supplanted by competing protocols that improve upon, or fully replace, our technology. It is not known whether the Masa Platform will become a widely-utilized protocol adopted globally. If the Masa Platform is surpassed or superseded, usage of $MASA and adoption may decline. 

  • The technology underlying the Masa Platform may have flaws or errors or may otherwise fail to function as intended, which could negatively impact adoption and use of the Token and the Masa Platform.

The Masa Platform may include coding errors or otherwise not function as intended, which may negatively affect the Masa Platform and the functionality of $MASA. Upgrades to the Masa Platform after it launches, a hard fork in the protocol or a change in how transactions are confirmed on the Masa Platform may have unintended adverse effects on $MASA. As a result, any such coding errors or unintended functionalities in the Masa Platform may remain unresolved. 

  • The Masa Platform may be the target of malicious cyberattacks or may contain exploitable flaws in its underlying code, which may result in security breaches. If the Masa Platform’s security is compromised or if the Masa Platform is subjected to attacks that frustrate or thwart users’ ability to access and use the Masa Platform, users may cut back on or stop using the Masa Platform altogether. 

The Masa Platform’s structural foundation, the open-source protocol, the software application and other interfaces or applications built upon the Masa Platform are still in an early development stage and are unproven, and there can be no assurances that the Masa Platform and the creating, transfer or storage of $MASA will be uninterrupted or fully secure which may result in an unwillingness of users to access, adopt and utilize the Masa Platform. For example, if $MASA or the Masa Platform are subject to security attacks, including but not limited to double-spend attacks, 51% attacks, or other malicious attacks, this may materially and adversely affect the Masa Platform. There is also the risk that the users could intentionally attempt to upload bad data to the Masa Platform. The impact of any such bad data on the Masa Platform is unknown. 

  • The holders of $MASA have no ownership rights, such as voting rights, and no ability to appoint or influence the Company’s board of directors or management team.

$MASA are intended to be used by users in the Masa Platform as a global internet currency and store of value and an identity verification tool. $MASA are not investment products. There should be no expectation of future profit or gain from the purchase or sale of $MASA. $MASA do not represent (i) any equity or other ownership interest in the Company, (ii) any rights to dividends or other distribution rights from the Company, or (iii) any governance rights. For example, holders of $MASA are not entitled to vote for any purpose, nor will anything be construed to confer on holders of $MASA any voting rights. 

  • The regulatory framework governing the Masa Platform and the Token is highly uncertain in many jurisdictions, and we may be unable to clearly identify and comply with unsettled regulations or a changing regulatory landscape.

The regulatory status of cryptographic $MASA, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will ultimately regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic $MASA, digital assets, blockchain technology and its applications or how they may choose to enforce compliance with regulatory regimes that we may or may not believe to be applicable to the Masa Platform or the Token. Such changes or unpredictable enforcement activity could negatively affect $MASA in various ways, including, for example, through a determination that $MASA are regulated financial instruments that require registration or licensing of those instrument or some or all of the parties involved in the sale, purchase and delivery thereof. We may cease the distribution of $MASA, cease the development of the Masa Platform or cease operations in a specific jurisdiction in the event that governmental authority, regulatory actions, changes to law or regulations, or other actions make such distribution, development and/or operations unlawful or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. 

Public policy towards token distributions and cryptocurrency is evolving, and it is conceivable that regulators may in the future seek to broaden the scope of regulation of token distributions or cryptocurrency. If the offer, distribution and/or sale of $MASA becomes subject to registration, prospectus or licensing requirements in a particular jurisdiction, we may be found liable if we have not complied with the applicable registration, prospectus or licensing requirements, and the market for $MASA may be adversely affected. There are also other risks of participating in any token distribution involving cryptocurrency, including volatility in cryptocurrency markets, the possibility of increasing regulation of cryptocurrency exchanges, the potential for a post facto government investigation of a token distributions and other risks. 

  • Legal and regulatory factors relating to the Masa Platform might prevent successful launch, development, adoption and utilization of the Masa Platform and the Token.

The Masa Platform will operate in a new and developing legal and regulatory environment. The established body of law, regulations, and court decisions concerning blockchain and smart contracts is nascent, and the law regarding $MASA and cryptocurrencies is developing. As a result, it is possible that there could be legal disputes over the interpretation of smart contracts used in connection with the Masa Platform, thus undermining the functionality of the Masa Platform and $MASA. To the extent licenses or other authorizations are required in one or more jurisdictions in which we operate or will operate, there is no guarantee that we will be granted such licenses or authorizations. We may need to change the features of the Masa Platform or $MASA or modify the proposed use of the Masa Platform and $MASA to comply with these licensing and/or registration requirements (or any other legal or regulatory requirements) in order to avoid violating applicable laws or regulations or because of the cost of such compliance. 

  • Unpredictability of potential enforcement actions may also present risks to the success of the Masa Platform if actions are brought against us or with respect to the Masa Platform or the Token.

The cryptocurrency market is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the our operations or the operations and scope of the Masa Platform, or enact regulations or pursue enforcement actions against us or with respect to the Masa Platform or the Token, including how we distribute the Token, which may result in curtailment of, or inability to operate, the Masa Platform as intended, or judgments, settlements, fines or penalties against us. In addition, non-governmental parties may bring private legal actions against us, either individually or as a class, which may result in curtailment of, or inability to operate, the Masa Platform as intended, or judgments, settlements, fines or penalties against us. 

  • The impact of geopolitical or economic events on the supply and demand for digital currency is uncertain, but could motivate large-scale sales of cryptocurrency or sudden shifts in demand for cryptocurrency like $MASA, which the Masa Platform may not be able to fully support.

Digital assets, which are relatively new, are subject to supply and demand forces in the market, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of digital assets either globally or locally or result in sudden shifts in utilization of fiat currencies or decentralized digital currencies. Large-scale sales of digital assets would result in a reduction in utilization of $MASA and the Masa Platform and overall adoption and development of the Masa Platform. If there is a large scale, sudden shift to acquisition and use of digital currencies like $MASA, the Masa Platform may not, at that time, be able to sufficiently scale or support the Masa Platform to meet sudden increases in demand. 

  • A lack of intellectual property rights may adversely affect an investment in $MASA.

We may apply for several patents relating to the technology underlying the Masa Platform, however, there is no guarantee that these patent applications will be granted. If they are not granted, or in other areas where we may not hold any issued patents, we may be unable to exclude or prevent other entities from replicating our technology, methods and processes. While we have and will in the future enter into confidentiality and invention assignment agreements with our developers, no assurance can be given that these agreements will be effective in controlling access to our proprietary information and trade secrets. The confidentiality agreements on which we may rely to protect certain technologies may be breached, may not be adequate to protect our confidential information, trade secrets and proprietary technologies and may not provide an adequate remedy in the event of unauthorized use or disclosure of its confidential information, trade secrets or proprietary technology. Further, these agreements do not prevent our competitors or others from independently developing technology that is substantially equivalent or superior to our technology. In addition, others may independently discover our trade secrets and confidential information, and in such cases, we likely would not be able to assert any trade secret rights against such parties. Although we do not believe that the technology, processes and methods relating to the Masa Platform have been patented by any third party, it is possible that patents have been issued to third parties that cover all or a portion of the Masa Platform. Patent holders or other intellectual property owners may assert that the Masa Platform or our methods or practices infringe, misappropriate or otherwise violate their intellectual property or other proprietary rights. Any such claims, regardless of merit, could result in substantial expenses, divert the attention of management or materially disrupt the operation of the Masa Platform, including through awarded injunctive relief, any of which would have a materially adverse impact on the value of $MASA. 

  • Token holders’ ability to transfer and resell $MASA may be limited and an active trading market may never develop.

$MASA are not currently traded or listed on an exchange, and it is possible that no market for $MASA may develop. As a result, holders of $MASA should be prepared to hold their $MASA indefinitely, as there is no guarantee that holders will be able to sell or exchange their $MASA or otherwise redeem them as currency if adoption of the Masa Platform is limited or unsuccessful. Further, we make no representations as to the future market price of $MASA purchased hereunder and no representations that the price per Token determined by a future market will be equal to or higher than the purchase price of $MASA hereunder. 

  • There is no guarantee that $MASA will have value or use in the future, and you may lose the amount of your investment in $MASA in whole or in part.

Your ability to utilize, redeem or spend your $MASA within the Masa Platform in the future is contingent upon numerous circumstances, many of which (including legal and regulatory conditions) are beyond our control. There is no assurance that Recipient will realize value from $MASA and it is possible that their entire investment will be lost. For this reason, Recipient should carefully review these risk factors and should consult with his or her own attorney, financial and tax advisors prior to making any investment decision with respect to $MASA. Investors should only make an investment in $MASA if they are prepared to lose the entirety of their investment. 

The Masa Platform and $MASA are new and relatively untested products. There is considerable uncertainty about their long-term viability, which could be affected by a variety of factors, including many market-based factors such as economic growth, inflation, and others. In addition, the success of the Masa Platform, cryptoasset networks and cryptoassets will depend on whether blockchain and other new technologies turn out to be useful and economically viable. We do not fully control any of these factors, and therefore may not be able to control the long-term success of the Masa Platform or the ability of $MASA maintain their value. 

  • You will not be able to use or sell your $MASA immediately after the award, and they may decline in value before you have a chance to use, transfer or sell them.

All of your $MASA will be locked and transfer will be prohibited for the period of time of the lock-up as set forth in the Agreement. While your $MASA remain locked, you will not be able to sell or transfer them for any purpose. There is no guarantee that the value of your $MASA will not decrease while $MASA are locked and you are unable to transfer them.

  • If regulatory changes or interpretations require the regulation of digital assets under the securities laws of the U.S. or elsewhere, including the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940 or similar laws of other jurisdictions and interpretations by the SEC, CFTC, IRS, Department of Treasury or other agencies or authorities, we may be required to register and comply with such regulations, including at a state or local level. The required registrations and regulatory compliance steps may result in extraordinary expense or burdens to us and we may decide to cease certain operations. Any disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to us. 

Current and future legislation and SEC rulemaking and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which cryptocurrency is viewed or treated for classification and clearing purposes. In particular, Bitcoins and other cryptocurrency may not be excluded from the definition of “security” by SEC rulemaking or interpretation requiring registration of all transactions, unless another exemption is available, including transacting in Bitcoin or cryptocurrency amongst owners and require registration of trading platforms as “exchanges”. We cannot be certain as to how future regulatory developments will impact the treatment of Bitcoins and other cryptocurrencies under the law. If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations in the U.S. or be subjected to fines, penalties and other governmental action. Any such action may adversely affect the value of $MASA. Such circumstances would have a material adverse effect on our business, prospects or operations. 

  • The regulatory regime governing blockchain technologies, cryptocurrencies, $MASA and token offerings such as the Substrate Network, Masa Platform and $MASA is uncertain, and new regulations or policies may materially adversely affect the development and utilization of the Masa Platform.

Regulation of $MASA, token offerings, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges currently is undeveloped and likely to rapidly evolve. The regulatory landscape varies significantly among international, federal, state and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the U.S. and in other countries may in the future, adopt laws, regulations, guidance, or other actions, which may severely impact the development and growth of the Masa Platform. Failure by us or certain users of the Masa Platform to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines. 

As blockchain networks and blockchain assets have grown in popularity and in market size, federal and state agencies have taken an interest in, and in some cases begun to regulate, their use and operation. In the case of virtual currencies, state regulators like the New York Department of Financial Services have created new regulatory frameworks. Others, as in Texas, have published guidance on how their existing regulatory regimes apply to virtual currencies. Some states, like New Hampshire, North Carolina, and Washington, have amended their state’s statutes to include virtual currencies into existing licensing regimes. Treatment of virtual currencies continues to evolve under federal law as well. The Department of the Treasury, the SEC, and the CFTC, for example, have published guidance on the treatment of virtual currencies. The IRS released guidance treating virtual currency as property that is not currency for U.S. federal income tax purposes, although there is no indication yet whether other courts or federal or state regulators will follow this classification. Both federal and state agencies have instituted enforcement actions against those violating their interpretation of existing laws. 

The regulation of non-currency use of blockchain assets is also uncertain. The CFTC has publicly taken the position that certain blockchain assets are commodities, and the SEC has issued a public report stating federal securities laws require treating some blockchain assets as securities. To the extent that a domestic government or quasi-governmental agency exerts regulatory authority over a blockchain network or asset, we, the Masa Platform and the may be materially and adversely affected. 

Blockchain networks also face an uncertain regulatory landscape in many foreign jurisdictions such as the European Union, China and Russia. Various foreign jurisdictions may, in the near future, adopt laws, regulations or directives that affect the Substrate Network and the Masa Platform. For instance, China has adopted certain regulations prohibiting ICOs and ownership of certain digital assets. Such laws, regulations or directives may conflict with those of the U.S. or may directly and negatively impact our business. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to our development and growth and the development and utilization of the Masa Platform. 

In addition, non-governmental parties may bring private legal actions against us or our affiliates, either individually or as a class, which may result in curtailment of, or inability to operate, the Masa Platform as intended, or judgments, settlements, fines or penalties against us or our affiliates.

To the extent licenses or other authorizations are required in one or more jurisdictions in which we operate or will operate, there is no guarantee that we will be granted such licenses or authorizations. We may need to change our business model to comply with these licensing and/or registration requirements (or any other legal or regulatory requirements) in order to avoid violating applicable laws or regulations or because of the cost of such compliance. Uncertainty in how the legal and regulatory environment will develop could negatively impact our development and growth and the development and utilization of the Masa Platform. 

  • The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate.

The use of cryptocurrencies to, among other things, buy and sell goods and services and complete transactions, is part of a relatively new and rapidly evolving industry that employs digital assets based upon a computer-generated mathematical and/or cryptographic protocol. The growth of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur and is unpredictable. Some factors that could impact market development include:

  • Continued worldwide growth in the adoption and use of cryptocurrencies;

  • Governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the Masa Platform or similar

  • cryptocurrency systems;

  • Changes in consumer demographics and public tastes and preferences;

  • The maintenance and development of the open-source software of the Masa Platform;

  • The availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

  • General economic conditions and the regulatory environment relating to digital assets; and

  • Negative consumer sentiment and perception of cryptocurrencies generally.

 

If markets for protocols such as the Masa Platform, or cryptocurrencies in general, slow or otherwise do not develop, this will reduce the demand for the Token, and may significantly impede or prevent altogether the successful launch, adoption and growth of the Masa Platform.

Banks and financial institutions may not provide banking services, or may cut off services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment, including financial institutions of investors in our securities.

A number of companies that provide cryptocurrency-related services have been unable to find banks or financial institutions that are willing to provide them with bank accounts and other services. Similarly, a number of companies and individuals or businesses associated with cryptocurrencies may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions. We also may be unable to obtain or maintain these services for our business. The difficulty that many businesses that provide cryptocurrency-related services have and may continue to have in finding banks and financial institutions willing to provide them services may be decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies and could decrease its usefulness and harm its public perception in the future.  

Similarly, the usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks or financial institutions were to close the accounts of businesses providing cryptocurrency-related services. This could occur as a result of compliance risk, cost, government regulation or public pressure. These risks may prevent individuals and businesses from utilizing the Masa Platform and $MASA which would have a material adverse effect on the Masa Platform and the Token. 

  • It may be illegal now, or in the future, to acquire, own, hold, sell or use Bitcoin, Ethereum, or other cryptocurrencies, participate in a blockchain network or utilize similar digital assets in one or more countries which would adversely affect us, the adoption and utilization of the Masa Platform and the Token.

One or more countries such as China, Russia, India or even the U.S. may take regulatory actions in the future that could severely restrict the right to acquire, own, hold, sell or use cryptocurrencies or the blockchain or digital assets or to exchange these digital assets for fiat currency. Such restrictions may adversely affect the Masa Platform and the Token by preventing access to and use of the Masa Platform by a significant portion of the world human population, which is part of the mission and purpose of the Masa Platform. 

  • The further development and acceptance of blockchain networks are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of blockchain networks and blockchain assets would have a material adverse effect on the successful development and adoption of the Masa Platform.

The growth of the blockchain industry in general, as well as the blockchain networks, is subject to a high degree of uncertainty. The factors affecting the further development of the cryptocurrency industry and blockchain networks, include, without limitation:

  • Worldwide growth in the adoption and use of cryptocurrencies;

  • Government and quasi-government regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;

  • The maintenance and development of the open-source software protocol of cryptocurrencies networks;

  • Changes in consumer demographics and public tastes and preferences;

  • The availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using fiat currencies or existing networks;

  • General economic conditions and the regulatory environment relating to cryptocurrencies; or

  • A decline in the popularity or acceptance of cryptocurrencies would adversely affect our results of operations.

  • The slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and blockchain assets may deter or delay the acceptance and adoption of the Masa Platform.

 

  • The prices of blockchain assets are extremely volatile. Fluctuations in the price of digital assets could deter widespread use and adoption of cryptocurrency networks and prevent or slow the growth of the Masa Platform’s user base.

The prices of cryptocurrencies have historically been subject to dramatic fluctuations and are highly volatile, which has deterred widespread adoption of cryptocurrency networks for day to day transactions or reliable means of exchange. Further, digital assets have only recently become accepted as a means of payment for goods and services by certain major retail and commercial outlets, and use of digital assets by consumers to pay such retail and commercial outlets remains limited, particularly in the countries where the Masa Platform may seek high levels of adoption. Conversely, a significant portion of digital asset demand is generated by speculators and investors seeking to profit from the short- or long-term holding of digital assets. A lack of expansion by digital assets into retail and commercial markets, or a contraction of such use, may prevent adoption and use of the Masa Platform. 

  • Token holders may lose access to their $MASA if they have not properly secured their wallet and private keys.

When distributed, $MASA received by you may be held in a digital wallet or vault, which requires a private key or a combination of private keys for access. Accordingly, loss of the private key(s) associated with your digital wallet or vault storing $MASA will result in the loss of such $MASA. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service you use, may be able to misappropriate your $MASA. The Company is not responsible for any such losses. 

In addition, any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store $MASA, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your $MASA. Additionally, your failure to follow precisely the procedures set forth for buying and receiving $MASA, may also result in the loss of your $MASA.

  • $MASA may be subject to hacking or theft or other malicious attacks which could cause Token holders to lose access to some or all of their $MASA.

$MASA may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the Masa Platform or with $MASA in a variety of ways, including but not limited to malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Masa Platform will be released as open-source software, hackers or other individuals may uncover and exploit intentional or unintentional bugs or weaknesses in the Masa Platform which may negatively affect the Masa Platform and $MASA, including the utility of $MASA. Hackers or other malicious groups of organizations may also attempt to get access to private keys or other access credentials of any wallet, vault, or other storage mechanism used to receive and hold $MASA which would result in the loss of your $MASA or the loss of your ability to access or control your $MASA. 

  • The tax characterization and treatment of $MASA is uncertain.

The tax characterization of $MASA is uncertain, and you must seek your own tax advice in all jurisdictions relevant to you in connection with your award of $MASA. An award of $MASA may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements. It is also possible that the proceeds to the Company would be subject to significant amounts of income and/or withholding taxes. Further, the use of $MASA as a form of currency may or may not be subject to income taxes, capital gains taxes, value added, sales or use taxes or other forms of taxes. The uncertainty in the tax treatment of $MASA and transactions in $MASA may expose subscribers, prospective Recipients and the Company alike to unforeseen future tax consequences associated with the purchase, ownership, sale or other use of $MASA. 

  • The actual value of your $MASA may be substantially less than the Fair Market Value Per $MASA reflected herein and may be different from the purchase price of other purchasers of $MASA.

The Fair Market Value per $MASA may not be indicative of the proceeds that you would receive upon a commercial sale of $MASA. Further, the Fair Market Value Per $MASA may be significantly more than the price at which $MASA would trade if they were to be listed on an exchange or actively traded. 

 

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