Purchase Terms - Co-owned NFTs
INTRODUCTION
The purchase of Co-Owned NFTs (“Sale Object(s)”, or “Co-owned NFT(s)”) from Yumi is governed by our Terms of Service (including our Privacy Policy) and these Yumi Purchase Terms for Co-owned NFTs (“NFT Purchase Terms”), which together form an agreement (“Agreement”), between you (“Buyer”, “you”, or “your”) and Yumi Ltd, Ora et Labora Building, Wickhams Cay II, PO Box 4301, Road Town, Tortola, VG1110, British Virgin Islands (BVI company number 2096470) ("Yumi", “Seller”, “we”, “us” or “our”).
In case of conflict between these NFTs Purchase Terms and the Terms of Service, the NFTs Purchase Terms prevail. Nothing in the NFTs Purchase Terms limits any of our rights under the Terms of Service or any additional terms that they reference.
The term “Platform” and "Account”, as well as any other capitalized term not defined herein shall have the meaning defined in our Terms of Service.
PLEASE READ THESE NFTs PURCHASE TERMS CAREFULLY. BY CLICKING ACCEPT AND/OR PURCHASING CO-OWNED NFTs, YOU AGREE TO BE BOUND BY THESE NFTs PURCHASE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE NFTS PURCHASE TERMS, YOU MAY NOT PURCHASE CO-OWNED NFTs.
RISK WARNING
THE VALUE OF SHARES, INVESTMENTS IN SECURITIES, DERIVATIVE PRODUCTS OR UNITS OF INVESTMENT FUNDS MAY RISE OR FALL. IT IS THEREFORE POSSIBLE THAT THE INVESTOR DOES NOT GET BACK THE ENTIRE AMOUNT ORIGINALLY INVESTED. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.
POSITIVE PAST PERFORMANCE IS NO GUARANTEE OF POSITIVE PERFORMANCE IN THE FUTURE. THE RISK OF EXCHANGE RATE AND FOREIGN CURRENCY LOSSES AS WELL AS FLUCTUATIONS IN YIELDS DUE TO AN UNFAVOURABLE DEVELOPMENT OF EXCHANGE RATES FOR THE INVESTOR CANNOT BE EXCLUDED. THERE IS A POSSIBILITY THAT INVESTORS WILL NOT GET BACK THE FULL AMOUNT THEY INVESTED.
INVESTMENTS IN CRYPTOCURRENCIES AND TOKENS ARE ASSOCIATED WITH SPECIFIC RISKS. THE LOW CAPITALISATION OF THE MARKET, ITS SPECULATIVE NATURE AND THE ONGOING CHANGES IN THE REGULATORY FRAMEWORK IN VARIOUS COUNTRIES CONTRIBUTE TO HIGH VOLATILITY. TOKENS ARE OFTEN USED TO INVEST IN STARTUPS THAT HAVE A HIGH RISK OF DEFAULT. IN ADDITION, CRYPTO ASSETS ARE ONLY ACCESSIBLE WITH A DIGITAL KEY. IF THE KEY IS LOST, ACCESS TO THE CRYPTO ASSETS IS ALSO LOST. INVESTORS INTERESTED IN THESE INVESTMENT OPPORTUNITIES SHOULD FAMILIARISE THEMSELVES CLOSELY WITH TECHNICAL AND REGULATORY DEVELOPMENTS IN THIS AREA.
THE RISK WARNING PROVIDED HEREIN IS SOLELY INFORMATIONAL AND SHALL NOT BE DEEMED TO CONSTITUTE A LEGAL OPINION ON ANY POTENTIAL QUALIFICATION OF THE CO-OWNED NFTS UNDER ANY APPLICABLE FINANCIAL AND/OR OTHER REGULATIONS.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
The terms defined in the present Section, whenever used in this Agreement shall have the respective meanings indicated below:
“Artwork”: means a physical work of art (physical object) minted through the Origyn NFT standard.
“Binding Offer”: has the meaning ascribed in Section 3.3 (a).
“Binding Deposit”: has the meaning ascribed in Section 3.2 (a).
“Co-owned NFT(s)” or “Digital Twin”: means the NFT for the tokenized Artwork, a solitary, tamperproof duplicate of the authenticated physical object which serves as a permanent certificate of authentication. The Digital Twin can be split into pieces, a process called Fractionalization, which each form an individual and unique NFT of their own (see meaning ascribed to Fractionalized NFT(s)).
“Egg NFT”: has the meaning ascribed in Section 3.3 (b).
“Fractionalization”: The process of splitting an NFT into multiple pieces and each piece representing an equal share of ownership in the original NFT.
“Fractionalized NFT(s)”: means a unique and individual fraction of the Digital Twin for the given tokenized Artwork.
"ICP": means the ICP token.
“ICP Asking Price”: has the meaning ascribed in section 3.1, let. a. and can be found on Yumi for the given Launchpad Sale.
"ICP Blockchain": means Internet Computer blockchain.
“Launchpad Sale”: means the initial offering of Co-owned NFT(s) for a given Artwork.
“Maximum Launchpad Period”: has the meaning ascribed in section 3.1, let. b, (ii) and can be found on Yumi for the given Launchpad Sale.
"Purchase Price": has the meaning ascribed in Section 3.6.
"Risk Factors": means the risks described in Annex 1 – Risk Factors hereto.
“Successful Closing”: has the meaning ascribed in section 3.1, let. b, (i)).
“Total Offering”: has the meaning ascribed in section 3.1, let. a. and can be found on Yumi for the given Launchpad Sale.
“Transaction Fee(s)”: has the meaning ascribed in section 3.8.
“Transaction Fee Breakdown”: has the meaning ascribed in section 3.8.
“USD Launchpad Target” has the meaning ascribed in section 3.1, let. a. and can be found on Yumi for the given Launchpad Sale.
“Unsuccessful Closing”: has the meaning ascribed in section 3.1 let. b, (ii).
2. SCOPE AND STORAGE OF THE UNDERLYING ARTWORK AND RISK BEARING
2.1 Scope
(a) Ownership of Fractionalized NFT(s) grants a corresponding share of the associated Co-owned NFT(s) and underlying Artwork.
(b) Co-ownership is limited to proprietary rights, to the exclusion of any intellectual property rights.
(c) You acknowledge and agree that the artist (or, as applicable, its licensors) owns all worldwide intellectual property rights in and to the Artwork.
(d) Rights that you have in and to the Co-owned NFT(s) and underlying Artwork are limited to those described in this Agreement.
2.2 Storage of the underlying Artwork and risk bearing
Unless otherwise specified and except when used for marketing or similar purposes, the Artwork will be stored in a highly secure vault in the Geneva Freeport
(a) Unless otherwise specified and except when used for marketing or similar purposes, the Artwork will be stored in a highly secure vault in the Geneva Freeport.
(b) You agree and understand that:
(i) there is a risk that Artwork could be lost, damaged, stolen or subject to freeze, seizure, forfeiture or similar limitation on its use imposed by law and that as a result Co-owned NFT(s) may become wholly and permanently unrecoverable and unusable, and in appropriate circumstances, may be destroyed;
(ii) the loss or damage borne from any of these events would be borne by the holders of the Fractionalized NFT(s) representing co-ownership in the affected Artwork and associated Co-owned NFT(s).
3. PURCHASE PROCESS, DEPOSIT, BIDDING, PURCHASE, SALE OBJECT, PURCHASE PRICE AND PAYMENT TERMS
3.1 Purchase Process
The Launchpad Sale of Co-owned NFT(s) takes place on Yumi and is conducted via a special auction with the following process:
(a) The total number of Fractionalized NFTs being offered in the Launchpad Sale (“Total Offering”), will be made available for individual purchase at the set ICP price (“ICP Asking Price”).
(b) The Launchpad Sale ends when one of the below alternatives is realized.
(i) “Successful Closing”: the Launchpad Sale ends when all C Fractionalized NFTs of the Total Offering are sold or the set USD target amount (“USD Launchpad Target”) is reached.
(ii) “Unsuccessful Closing”: if neither all Fractionalized NFTs of the Total Offering are sold nor the USD Launchpad Target is reached, the Launchpad Sale ends when the set maximum duration for the Launchpad Sale (“Maximum Launchpad Period”) is reached.
(c) The applicable Total Offering, ICP Asking Price, USD Launchpad Target and Maximum Launchpad Period of any given Launchpad Sale can be found on Yumi.
(d) Yumi reserves at its sole discretion the right to change prices at any time before opening of the Launchpad Sale. Any malfunctions or errors remain reserved.
3.2 Deposit
(a) Bidding is subject to payment of a deposit equal to the bid amount in full (“Bidding Deposit”).
(b) By clicking on “buy now”, “place a bid” or similar, you agree to immediately pay the Bidding Deposit.
(c) In case of Successful Closing (as defined under section 3.1, let. b, (i)), the Bidding Deposit is deducted from the Purchase Price.
(d) In case of Unsuccessful Closing (as defined under section 3.1, let. b, (ii)), the Bidding Deposit is returned to you.
3.3 Bidding
(a) By placing a bid, you submit a legally binding offer to purchase the Sale Object in case of Successful Closing of the Launchpad Sale (as defined under section 3.1, let. b, (i)) (“Binding Offer”).
(b) If you place a bid, you will immediately receive a special egg NFT (“Egg NFT”), which acts as proof that you participated in the Launchpad Sale, and can be kept regardless of Launchpad Sale outcome (both Successful Closing or Unsuccesfull Closing). The Egg NFT is soul-bound and cannot be transferred from one wallet to another. It remains in the same wallet forever.
3.4 Purchase
In case of Successful Closing (as defined under section 3.1, let. b, (i)), the Buyer receives an airdrop of the Fractionalized NFT. Only then is the Fractionalized NFT actually minted.
3.5 Sale Object
(a) Subject to payment of the Purchase Price and fulfilment of the condition described in this Agreement, Yumi sells, assigns, transfers and conveys to the Buyer and the Buyer herewith purchases and assumes from the Seller any and all rights regarding the Sale Object subject to the limitations described under Section 2.1.
(b) Buyer's ownership of the Sale Object will only be effective if Buyer (i) has rightfully acquired the Sale Object in accordance with this Agreement, and (ii) has been validly registered into the ICP Blockchain as valid owner of the Sale Object.
(c) After Purchase Confirmation, the Buyer receives an airdrop of the Sale Object. Only then is the Sale Object actually minted
3.6 Purchase Price
(a) As consideration for the Sale Object, the Buyer shall pay the purchase price ("Purchase Price") to Yumi.
(b) The prices indicated, unless otherwhise stated, are net prices and do not include any VAT and/or any other applicable legal duties, all of which shall, to the extent permitted by law, be separately and solely borne and paid by the Buyer to the exclusion of Yumi);
(c) Consulting and support services are not included.
(d) The Purchase Price shall be subject to the payment terms, described under Section 3.2 and 3.6.
3.7 Payment terms
The Purchase Price shall be:
(i) At the latest, paid to Yumi immediately following Successful Closing (as defined under section 2.1, let. a, (i));
(ii) paid in full in immediately available funds to Yumi without any set-off, restriction or condition and without any deduction or withholding (and to the extent any taxes are required to be deducted or withheld therefrom under any applicable Law or regulation due to taxes imposed on Buyer, then the Purchase Price shall be grossed up such that Yumi shall receive the full amount of the Purchase Price);
(iii) except as provided under section 3.8, exclusive of any transaction or other fees or expenses; and
(iv) only be deemed paid to Yumi once Yumi has confirmed receipt of payment.
3.8 Transaction Fees
(a) A transaction fee (“Transaction Fee(s)”) expressed as a percentage of the ICP Asking Price applies for the Launchpad Sale and secondary market transactions.
(b) Unless otherwise specified, the Transaction Fee is already included in the stated ICP Asking Price.
(c) The Transaction Fee as well as a Transaction Fee breakdown (“Transaction Fee Breakdown”) can be found on Yumi and is reproduced below for general information purposes only (not binding obligation). In case of discrepancy the Transaction Fee Breakdown indicated on Yumi prevails.
(i) Transaction Fee: 12% of the ICP Asking Price
(ii) Transaction Fee Breakdown
· 4% to the artist
· 3% to Yumi
· 0.5% to Origyn
· 3.5% to node
· 1% to originator
4. CONDITION OF SALE
(a) The obligations of Yumi to complete the transaction contemplated hereby shall be subject to the following conditions:
(i) Buyer's successful compliance with applicable "know your client", anti-money laundering and other applicable Laws, as determined by Yumi or the Platform’s requirements if applicable;
(ii) Buyer has validly entered into and agreed to this Agreement;
(iii) Buyer has created an Account on the Platform which has been approved by Yumi;
(iv) Yumi's receipt and confirmation in writing of the Purchase Price in full; and
(v) The truth and accuracy of Buyer's representations and warranties herein.
(b) In the event that the Buyer has tendered payment and Yumi subsequently determines that any of the conditions/obligations of the Buyer have not been complied with or cannot be complied with by the Buyer, Yumi shall be entitled to return such payment to the Buyer and unilaterally with immediate effect, to terminate this Agreement without any further liability to the Buyer. The Buyer will be liable for all expenses, taxes, fees (including legal fees) and damages incurred by Yumi as a result of such termination.
5. TRANSACTIONS OUTSIDE THE PLATFORM OR THE ICP BLOCKCHAIN
Any purchase or sale conducted by the Buyer outside of the Platform and the ICP Blockchain will be entirely at its risk. Yumi expressly deny any obligation to indemnify the Buyer for any losses it may incur by transacting, or facilitating transactions outside of the Platform or the ICP Blockchain.
6. REPRESENTATIONS AND WARRANTIES OF YUMI
(a) The Buyer acknowledges that, other than as expressly provided in this Agreement, Yumi has not made and does not make, and the Buyer has not relied and does not rely on, any representation or warranty, express or implied, pertaining to the subject matter of this Agreement. In particular, and without limitation to the foregoing, the Buyer acknowledges that Yumi is not making any representations as to budgets, business plans, forward-looking statements and other projections of a financial, technical or business nature relating to the business of Yumi or the Platform.
(b) Each warranty is qualified by a reference to (and is only given to the extent of) the knowledge or awareness (and not deemed constructive or imputed knowledge) of Yumi, being limited to the actual knowledge or awareness of Yumi at the Effective Date.
7. REPRESENTATIONS AND WARRANTIES OF THE BUYER
(a) The Buyer has the unrestricted right and authority, including, but not limited to, required corporate approval(s), to enter into this Agreement and perform all its obligations under or in connection with this Agreement.
(b) The Buyer acknowledges that this Agreement constitutes a legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms.
(c) The Buyer warrants that the execution and delivery by the Buyer of and performance by the Buyer under this Agreement do not require any notice, consent, waiver, approval or clearance or other action from or filing with any Person.
(d) The Buyer warrants being neither over-indebted nor insolvent or unable to pay its debts as they fall due and there are no circumstances that indicate any over-indebtedness or insolvency or illiquidity of it in the foreseeable future.
8. EXECUTION AND PERFORMANCE BY THE BUYER
The Buyer further represents, warrants and acknowledges to, and agrees as follows:
(i) The Buyer is an experienced Buyer and has received all material information available as at the date of this Agreement that it believes necessary or desirable in connection with its decision to purchase the Sale Object.
(ii) The Buyer has concluded its own assessment of the Sale Object and the merits and risks of a purchase of Sale Object based on the information available including the risks mentioned in Annex – Risk Factors.
(iii) The Buyer is empowered and authorized to enter into this Agreement and to purchase the Sale Object.
9. DOCUMENTATION/INFORMATION
(a) All information provided by or on behalf of the Buyer to Yumi under or in connection with this Agreement was true, complete and accurate and is not misleading in any respect, and no event or circumstance has occurred or arisen and no information has been omitted that results in the information provided by or on behalf of Buyer to Yumi under or in connection with the Agreement being untrue or misleading in any respect.
(b) The Buyer has received all material information available that it believes necessary or desirable in connection with its decision to purchase.
(c) The Buyer has such knowledge of, and experience in, and/or has been advised by expert advisor(s) having such knowledge and experience business and financial matters that it is capable of assessing the merits and risks of and other tax, legal, economic, currency exchange and crypto currencies considerations relevant to this Agreement.
10. SECONDARY MARKET
(a) The Buyer acknowledges and agrees that it may only sell the fractionalized NFT(s) on the secondary market under adherence of any reasonable modalities specified by Yumi, if any, at its sole discretion.
(b) Transaction Fees pursuant to section 3.8 will be due for transactions on the secondary market and must be deducted from the listed price.
(c) The terms herein that by their nature should survive this Agreement, in particular, but not limited to, section Introduction and sections 1, 2, 3, 7, 8, and 9 are automatically incorporated mutatis mutandis into any initial or subsequent secondary market sale agreement and must be abided by.
11. MISCELLANEOUS
11.1 Severability
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consumed as originally contemplated to the fullest extent possible.
11.2 No Partnership and No Agency
Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, either you or us to be treated as partners, joint ventures or as the agent of the other.
11.3 Governing Law; Consent to Jurisdiction
This Agreement shall be governed by the substantive laws of the British Virgin Islands, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 and any conflict of laws principle.
11.4 Dispute Resolution
In relation to any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, including with respect to applicability, breach, termination, validity or enforceability thereof (each a Dispute) the parties irrevocably submit to the exclusive jurisdiction of the courts of the British Virgin Islands and waive any objections to such Dispute being heard in such courts on the grounds of venue or on the grounds that the Dispute has been brought in an inconvenient forum.
11.5 No class arbitrations, class actions or representative actions.
Any dispute arising out of or related to this Agreement is personal to Buyer and Yumi and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
11.6 Place of execution
This Agreement is considered to be executed solely in the British Virgin Islands.
11.7 Notice
All notices and other communications made or to be made pursuant to the This Agreement shall be given in writing and you agree that all communication we provide to you electronically satisfy any legal requirement that such communications be in writing.
11.8 No waiver
The failure of either Party to enforce the provisions of this Agreement at any time shall in no way be a present or future waiver of such provisions, nor in any way affect the validity of either Party to enforce each and every such provision.
[Annex – Risk Factors]
PROSPECTIVE PURCHASERS SHOULD GIVE CAREFUL CONSIDERATION TO THE FOLLOWING RISK FACTORS IN EVALUATING THE MERITS AND SUITABILITY OF PURCHASING THE SALE OBJECT. THE FOLLOWING DOES NOT PURPORT TO BE A COMPREHENSIVE SUMMARY OF ALL OF THE RISKS ASSOCIATED WITH A PURCHASE OF THE SALE OBJECT. RATHER, THE FOLLOWING FACTORS ARE ONLY CERTAIN RISKS TO WHICH THE SALE OBJECT AND YUMI ARE SUBJECT TO. PROSPECTIVE PURCHASERS SHOULD DISCUSS A POTENTIAL PURCHASE OF THE SALE OBJECT IN DETAIL WITH THEIR PROFESSIONAL ADVISORS. THIS OFFERING IS HIGHLY SPECULATIVE. NO ONE SHOULD PURCHASE THE SALE OBJECT WHO IS NOT PREPARED TO LOSE THE ENTIRETY OF HIS, HER OR ITS PRINCIPAL PURCHASE AMOUNT. CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANING ASCRIBED TO SUCH TERMS IN THE AGREEMENT.
I. Purchaser Risks
You must be able to bear the loss of all of your principal amount.
The Platform has not yet been developed and there is no guarantee that Yumi will be able to successfully develop the Platform to be operational. As such, Buyers may lose all of their principal purchase amounts in the event that the Platform does not become operational. Additionally, in the event that Yumi does develop the Platform, the Platform may contain cybersecurity vulnerabilities and/or code bugs that negatively impact or eliminate the value or functionality of the Sale Object. Thus, Buyers are putting capital at risk without any certainty that they will ever receive the Sale Object or that the Sale Object they receive shall have value.
Further, even if the Platform becomes operational and Yumi distributes the Sale Object to purchasers, there is no assurance that any secondary market for the Sale Object will develop, or if a secondary market does develop, that it will remain in existence. Additionally, there are no guarantees that the Sale Object will have any value, retain any value, increase in value. Accordingly, the value of the Sale Object may vary substantially over time and are subject to loss, including possible loss of the entire principal purchase amount. Accordingly, Buyers should only purchaser the Sale Object if they can afford to lose 100% of their principal purchase amount.
Buyers will not have access to complete information regarding Yumi or the Platform
Buyers may not be able to obtain any or all of the information they would want regarding Yumi or the Platform, on a timely basis or at all. It is possible that Buyers may not be aware on a timely basis of material adverse changes that have occurred which impact their purchase of the Sale Object. As a result of these limitations, a Buyer may not have accurate or complete information about Yumi or the Platform.
II. Legal and Regulatory Risks
The regulatory regime governing digital assets is still developing.
Regulation of NFTs, offerings of digital assets in general, blockchain technologies, and digital asset exchanges are currently undeveloped and likely to rapidly evolve, and vary significantly among jurisdictions and are subject to significant uncertainty. Various legislative and executive bodies in the British Virgin Islands, the United States, Switzerland, South Korea, China, Singapore, and other countries, are currently considering, or may in the future consider, Laws, regulations, guidance, or other actions, which may severely impact Yumi and digital assets, including the Sale Object. Failure by Yumi 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 criminal and civil penalties and fines. New or changing Laws and regulations or interpretations of existing Laws and regulations would likely have numerous adverse consequences, including, but not limited to: (i) Buyer's ability to earn a return on its principal purchase amount, (ii) the value of the Sale Object, (iii) the liquidity and market price of the Sale Object, (iv) Buyer's ability to access marketplaces on which to trade the Sale Object, (v) Yumi's ability to operate as a going concern and (vi) the structure, rights and transferability of the Sale Object. Therefore, there can be no assurance that any new or continuing regulatory scrutiny or initiatives will not have an adverse impact on the value of the Sale Object, or otherwise impede Yumi's activities.
Regulatory determinations may make the Sale Object and/or the business of Yumi illegal in certain jurisdictions or for certain categories of buyers.
It is possible that current or future regulations could make the business of Yumi and/or the holding and/or trading of the Sale Object illegal in some jurisdictions, or for some categories of buyers, which could possibly result in a winding down of Yumi and/or the Sale Object, or a decrease in value of Yumi or of the Sale Object.
III. Market Risks
Digital assets are volatile.
The prices of digital assets change rapidly. Currently, there is relatively modest use of digital assets in the retail and commercial marketplace compared to use by speculators, which contributes to price volatility of digital assets. This volatility makes it difficult to use digital assets for ordinary, non-speculative transactions. Despite Yumi's intent to create a stable digital asset the price of digital assets may be affected by many factors outside Yumi's control which could negatively impact the value of Yumi and the Sale Object.
IV. Operational Risks
The digital asset market is extremely competitive, and other protocols have been and may be developed that are the same or similar to the Platform
Yumi is developing technology in a highly competitive and increasingly saturated industry. It is possible that competitive networks could be established that utilize the same or similar open source code and protocol underlying the Platform and attempt to implement services that are materially similar to those offered by Yumi. The Platform may be forced to compete with these competitive networks, which could negatively impact the value of Yumi and the Sale Object.
Yumi may be forced to cease operations or take actions that result in a dissolution event
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of digital assets or fiat currencies, the inability by Yumi to establish a viable financial ecosystem, the failure of commercial relationships, regulatory issues, or intellectual property ownership challenges, Yumi may no longer be viable to operate, and may dissolve or take actions that result in a dissolution event.
Yumi may be subject to litigation and other claims
Yumi as an independent legal entity, may be subject to lawsuits or proceedings initiated by government entities or private parties.
Yumi may be accused of infringing intellectual property rights of third parties
Yumi has not evaluated whether its technology does not or will not infringe upon the intellectual property rights of any third party, and may be subject to claims of alleged infringement of the intellectual property rights of third parties. Such claims, even if not meritorious, may result in significant expenditure of financial and managerial resources, payment of damages or settlement amounts, and reduced confidence in the Platform's viability and the ability of users to hold, use and transfer the Sale Object. Additionally, Yumi may become subject to injunctions prohibiting it from using software, business processes, trademarks or other intellectual property that it currently uses or may need to use in the future, or requiring Yumi to obtain licenses from third parties when such licenses may not be available on terms feasible or acceptable to Yumi.
Risks associated with developing a new technology
The Platform will use new technology. There are no guarantees that such technology will be bug-free or accepted by the marketplace. Thus, even should the Platform become operational, the Sale Object may be subject to the risk of theft, loss, malfunction, or reputational risk, any of which can significantly degrade the value of such instrument.
The open-source nature of the Platform means that the Platform may be susceptible to developments by users or contributors could damage the Platform and Yumi's reputation and could affect the utilization of the Platform
The Platform will operate based on an open-source protocol maintained by Yumi and other contributors. As an open source project, the Platform will not be represented, maintained or monitored by an official organization or authority. The open-source nature of the Platform means that it may be difficult for Yumi or contributors to maintain or develop the Platform and Yumi may not have adequate resources to address emerging issues or malicious programs that develop within the Platform adequately or in a timely manner. Third parties not affiliated with Yumi may introduce weaknesses or bugs into the core infrastructure elements of the Platform and open-source code which may negatively impact the Platform. Such events may result in a loss of trust in the security and operation of the Platform and a decline in user activity and could negatively impact the market price of the Sale Object.
V. Cybersecurity Risk
Yumi utilizes a substantial amount of electronic information. This includes transaction information and sensitive personal information of the buyers. The service providers used by Yumi, may also use, store, and transmit such information. Yumi intends to implement detailed cybersecurity policies and procedures and an incident response plan designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. Breach of Yumi's information systems may cause information relating to the transactions of Yumi and sensitive buyer information be compromised to unauthorized third-parties.
VI. Privacy Risk
Yumi may be compelled to disclose personal information about a buyer or multiple buyers to federal or state government regulators or taxation authorities. Accordingly, certain information concerning buyers may be shared outside of Yumi.
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