FNP Token Terms and Condition

Legal Disclaimer

Any buyer purchasing the Company’s products or services expressly

acknowledges technical and market uncertainties which are inherent in any business development project as presented in this White Paper (see below for risk factors) and that this project may therefore never come to fruition or may have to be abandoned, without the FNP being used. In

such a case, the buyer expressly acknowledges and accepts that it will not be entitled to sue or bring any direct or indirect legal action before the courts, the arbitration bodies or any alternative dispute settlement body, either in France or abroad, against the Company, its directors,

shareholders, employees or subcontractors in the event of the non-

performance, non-deployment or non-implementation of the project, even in cases where its FNP have lost some or all of their value.

 

In addition, the Company may not be held liable for any of the following:

 

(i)         use of services that are not compliant with the applicable terms;

 

(ii)       non-performance, failure, malfunction or unavailability of the

services due to a third party, the buyer, a third-party product, or the buyer’s breach of its obligations;

 

(iii)               indirect damages such as business loss or disturbance, loss of orders, operating loss, infringement of the trade mark, loss of profits or clients

(e.g. improper disclosure of confidential information concerning said

clients due to failure or piracy of the Platform, third-party proceedings against the client, etc.);

 

(iv)               loss, disclosure or unlawful or fraudulent use of user sign on by the buyers or third parties;

 

(v)       suspension of access or temporary or permanent suspension of

services (in particular, arising from a request issued by an appropriate

administrative or judicial authority, or notification received from a third party);

 

(vi)      loss, alteration or destruction of all or part of the content

(information, data, applications, files or other items) hosted on the

infrastructure, insofar as the Company is not responsible for managing the continuity of buyers activities, and data backups in particular;

 

(vii)              mismatch between the services and the buyer’s needs (in particular, with regard to the sensitivity of the relevant data);

   

(viii)                              security incidents relating to use of the Internet, concerning in particular the loss, alteration, destruction, disclosure or unauthorized

access to the buyer’s data or details on or via the Internet;

 

(ix)              damages to systems, applications and other items installed by the buyer on the infrastructure; and

 

(x)               any malfunction, defect, failing and other deficiencies of the Ethereum, Bitcoin and Stellar protocols and platforms.

 

General Warning

This White Paper does not constitute an offer or an invitation to sell

shares, securities or rights belonging to the Company or any related or associated company.

 

None of the information or analyses in this White Paper is intended to provide a basis for an investment decision, and no specific investment recommendation is made. Accordingly, this White Paper does not

constitute investment advice or an invitation to invest in any security or financial instrument of any nature whatsoever.

 

This White Paper does not constitute or form part of, and should not be construed as, an offer for a sale or subscription, or an invitation to buy or subscribe securities or financial instruments. This White Paper, or any of its component parts, does not constitute the basis for, or should not be used as a basis for, or in connection with, a contract for the sale of

securities or financial instruments or a commitment to sell securities or financial instruments of any kind.

 

The Company expressly disclaims any liability for any direct or indirect loss or damage of any kind arising directly or indirectly from:

 

(i)         any reliance on the information contained in this White Paper;

 

(ii)       any error, omission or inaccuracy in said information; or

 

(iii)      any resulting action that may be brought.

 

This White Paper has been constructed in accordance with the applicable EU regulations.

 

A FNP does not represent an investment

in a security or a financial instrument within the meaning of EU Directive 2014/65/EU of the European Parliament and of the Council of 15 May

2014 relating to markets in financial instruments: FNP confer no direct or indirect right to the Company’s capital or income, nor does it confer any governance right within the Company;

   

A FNP is not proof of ownership or a right of control

Control over a FNP does not grant the controlling individual any asset or share in the Company, or in the Platform. A FNP does not grant any right to participate in the governance of, or control over, ( a) the Company’s

management or decision-making set-up, or (b) the Platform.

 

A FNP is not an electronic currency

within the meaning of EU Directive 2009/110/EC of the European

Parliament and of the Council of 16 September 2009 relating to access to and pursuit of the business of electronic currency institutions: FNP

are not accepted outside the Platform and do not have a fixed exchange value equal to the amount delivered at the time of their issue;

 

A FNP is not a payment service

within the meaning of EU Directive 2007/64/EC of the European

Parliament and of the Council of 13 November 2007 relating to payment services in the internal market, nor within the meaning of EU Directive N° 2015/2366 of the European Parliament and of the Council of 25

November 2015 relating to payment service 2 (DSP 2): the ICO does not involve the purchase and/or sale of FNP and the Company’s business

does not consist in receiving currencies against the delivery of FNP; as such, a FNP is not a means of payment either.

 

A FNP is a cryptographic token used by the Platform.

A FNP is a crypto-currency, i.e. an unregulated digital asset issued and controlled by its developers and used and accepted by the members of a given community.

 

Sales Restrictions

Participation in the ICO is restricted to natural or legal persons acting

within the scope of their professional activities. The following persons are excluded from the ICO:

 

-                    persons whose acquisition of FNP would cause a breach of the law of requirements of any country or governmental authority, including anti- money laundering regulations or conventions;

 

-            persons that are (or purchases on behalf of, or are directly or

indirectly affiliated with) a prohibited country, territory, individual or entity listed (i) on the United States Department of Treasury’s

OFAC website, (ii) on the European Commission’s consolidated list of Restrictive measures in force, or (iii) on the French Direction du Trésor summary table of restrictive measures by country;

   

-            persons that are (i) a citizens or residents of a geographic area in

which access to the Platform is prohibited by any applicable law, decree, regulation, treaty, or administrative act, (ii) citizens or residents of, or

located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes;

 

-            persons acting, directly or indirectly, for a senior foreign political

figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political figure unless the

Company, after being specifically notified by the purchaser in writing

that it is such a person, conducts further due diligence, and determines that the purchase is permitted;

 

-                    persons that are, or entity acting as trustee, agent, representative or nominee for persons that are, a foreign shell bank;

 

-            persons that are, or persons that are acting an entity acting as

trustee, agent, representative or nominee for persons, who are citizens of or residents or domiciled in the USA or Canada, purchasing FNP from a

location in the USA or Canada;

 

-            persons that are, or persons that are acting as trustee, agent,

representative or nominee for, a “U.S. Person” (within the meaning of “Regulation S” of the Securities Act 1933 under U.S. law); and

 

-            persons that are private individuals acting on a non-professional

basis as simple consumers within the meaning of EU Directive 2011/83/ EU of the European Parliament and of the Council of 25 October 2011 on consumer rights

 

Documents linked to the ICO may not be transmitted or distributed to a “U.S. citizen” or to mail or email addresses in the United States of America or in Canada. It is prohibited to transmit, distribute or

reproduce documents linked to the ICO to or for a “U.S. citizen” or within the territories of the United States of America or Canada.

 

To ensure their eligibility for the purchase of FNP, buyers expressly declare that they are not a “U.S. citizen” (within the meaning of

“Regulation S” of the Securities Act 1933 under U.S. law), i.e.:

 

(i)         any private individual resident in the United States of America;

 

(ii)       any partnership or business organized or established under U.S. law;

 

(iii)      any property of which the executor or administrator is a U.S. citizen;

 

(iv)      any trust of which a proxy is an American citizen;

 

(v)               any agency or branch of a foreign entity located in the United States of America;

   

(vi)              any non-discretionary account or similar account (other than a trust or property) held by a trader or other trustee for the benefit of or on

behalf of a U.S. citizen;

 

(vii)               any discretionary account or similar account (other than a trust or trust) held by a trader or other trustee, that is organized, established or (if a private individual) resident in the United States of America; and

 

(viii)       any partnership or company if:

 

(a)    it is organized or established under the law of a foreign jurisdiction;

 

(b)   and it is formed by a U.S. citizen primarily for the purpose of

investing in securities not listed under the U.S. Securities Act, unless it is organized or established, and owned, by accredited investors who are not private individuals, trusts or properties.

 

More detailed sales restrictions are provided for in the FNP Terms of Token Sale to be entered into by any FNP purchaser.

 

Warnings on the risks inherent to the ICO

 

Risk of loss of access to a FNP due to loss of credentials

Until it is distributed to the buyer, the said buyer’s FNP may be linked

to a Company account. You can only access the Company account using the credentials selected by the buyer. The loss of these credentials

will result in the loss of the FNP. Good practices advise buyers to store their credentials securely in one or more backup locations that are

geographically separated from the work location.

 

Risks Associated With the Ethereum, Stellar and Bitcoin Protocols

Both FNP and the Platform are based on the Ethereum, Stellar and Bitcoin protocol. Therefore, any malfunction, unplanned function or

unexpected operation of the Ethereum, Stellar and Bitcoin protocols may cause the Platform or FNP to malfunction or operate in a way that is not expected. Ethers, Bitcoins and Stellars may themselves lose value in a

similar way to FNP, and also in other ways.

 

Risks associated with the buyer’s credentials

Any third party that obtains access to the buyer’s credentials or private keys may be able to use the buyer’s FNP. To minimize this risk, buyers must protect themselves against people gaining unauthorized access to their electronic devices.

 

Legal risk and risk of adverse regulatory intervention in one or more jurisdictions

   

Blockchain technologies have been reviewed by various regulatory bodies around the world, including within the European Union. The ICO has

been structured to comply with EU law applicable at the time of the offer.

 

The operation of the Platform and of FNP may be impacted by the passing of restrictive laws, the publication of restrictive or negative

opinions, the issuing of injunctions by national regulators, the initiation of regulatory actions or investigations, including but not limited to

restrictions on the use or ownership of digital tokens such as FNP, which may prevent or limit development of the Platform.

 

Given the lack of crypto-currency qualifications in most countries, each buyer is strongly advised to carry out a legal and tax analysis concerning the purchase and ownership of FNP according to their nationality and

place of residence.

 

Risk of an alternative, unoff icial platform

Following presales and development of the original version of the

Platform, there is a possibility that alternative platforms may have been established using the same open-source code and open source protocol that underlies the Platform. The official Platform may find itself in

competition with these alternatives, unofficial platforms based on FNP, which could potentially adversely impact the Platform and FNP.

 

Risk of a lack of interest in the Platform or distributed applications

There is a possibility that the Platform may not be used by a large

number of companies, individuals and other organizations, and that

there may be limited public interest in the creation and development of distributed applications. Such a lack of interest could impact on the development of the Platform and, therefore, on the uses or potential

value of FNP.

 

Risk that the Platform is not developed

FNP are meant to be used exclusively on the Platform. The value of the FNP is therefore heavily correlated with the existence of such Platform

and network, which has not yet been implemented. FNP may lose part or all of their value if the Platform is never fully developed.

         

Risk that the Platform, as developed, does not meet buyer expectations

The Platform is currently under development and may undergo

   

significant redesign prior to its launch. For a number of reasons,

not all buyer expectations concerning the Platform or FNP form and

function may be met on the launch date, including changes in design, implementation and execution of the Platform.

 

A platform with similar characteristics has already been developed and is currently exploited in Canada. The Platform is still in the process of being created in Europe and other countries in the world (excluding in North

America) and will be further developed and exploited by the Company. The term “Platform” only refers to such platform being developed in

Europe and other countries in the world, excluding in North America.

 

Risk of theft and piracy

Hackers or other malicious or criminal groups or organizations may

attempt to interfere with the Platform or the availability of FNP in several ways including, but not limited to, denial of service attacks, Sybil attacks, mystification, surfing, malware attacks, or consensus-based attacks.

 

Risk of security weaknesses in the Platform’s core inf rastructure software

The Platform‘s core software is based on open source software. There is a risk that the Company team, or other third parties, may intentionally or

unintentionally introduce weaknesses or bugs into the core infrastructure elements of the Platform, by interfering with the use of, or causing loss

of, FNP.

 

Risk of weakness or exploitable breakthrough in the f ield of cryptography

Advances in cryptography, or technical advances such as the

development of quantum computers, may present risks for crypto-

currencies and the Platform, which could result in the theft or loss of FNP.

 

Risk of a FNP mining attack

As with other decentralized cryptographic tokens and crypto-currencies, the Blockchain used for the Platform is vulnerable to mining attacks,

including but not limited to, dual-expense attacks, powerful mining attacks, selfish mining attacks, and critical competition attacks. Any

successful attack poses a risk to the Platform, the expected performance and sequencing of the Company’s markets, and the expected

performance and sequencing of Ethereum contract calculations. Despite the best efforts of the Company’s team, the risk of known or new mining attacks exists.

 

Risk of the Platform failing to be used or adopted

While FNP should not be considered an investment, their value is bound

   

to change over time. This value may be limited if the Platform is not

sufficiently used and adopted. In such a case, there could be few or no markets at the Platform launch, which would limit the value of FNP.

 

Risk of a tight market for FNP

There are currently no exchanges or trading facilities on which FNP can be traded. If such exchanges or trading facilities do develop,

they will probably be relatively new and subject to poorly understood regulatory oversight. They may therefore be more vulnerable to fraud

and default than the established and regulated exchanges that exist for other products. Should exchanges or trading facilities that represent a

substantial part of the FNP trading volume be involved in fraud, security failures or other operational problems, the failures of such exchanges or trading facilities may limit the FNP value or liquidity.

 

Risk of an uninsured loss

Unlike bank accounts or accounts in other regulated financial

institutions, funds held through the Company or Ethereum network are generally uninsured. At present, there are no public or private insurance agents providing buyers with coverage against a loss of FNP or a loss of value.

 

Risk of winding-up of the Company’s project

For a number of reasons including, but not limited to, an unfavorable

fluctuation in Bitcoin, Ether or Stellar value, an unfavorable fluctuation in FNP value, the failure of business relationships or competing intellectual property claims, the Company project may no longer be a viable activity and may be dissolved or simply not launched.

The Company may enter into forward and/or future contracts in order to edge any exchange rate risk it may be subject to in relation with

the sale of FNP, and in particular the risk that, after converting the cryptocurrencies received during the ICO into Fiat currencies; the

Company may not have sufficient fund to refund token purchasers in case the ICO is subsequently cancelled.

The Company may enter into forward and/or future contracts in order to edge cryptocurrencies fluctuation risk it may be subject to in relation

with the sale of FNP, and in particular the risks that if cryptocurrencies

devaluate; the Company may not have sufficient fund to conduct all of its activities nor to perform its business plan.

 

Risk of malfunction in the Platform

The Platform may be impacted by an adverse malfunction including, but not limited to, a malfunction that results in the loss of FNP or market

information.

Unforeseen risks

Crypto-currencies and cryptographic tokens are a new, untested

   

technology. In addition to the risks stipulated above, there are other

risks that the Company’s team cannot predict. Risks may also occur as

unanticipated combinations or as changes in the risks stipulated herein. Risk related to the financing of the ICO during the Pre-Sale period

 

An amount equal to or less than 15% of each amount received during the Pre-Sale Period will, immediately upon reception by the Company, be transferred from the bank accounts and/or cryptocurrencies digital

wallets of the ICO to the bank accounts and/or cryptocurrencies digital wallets of the Company in order to be immediately accessible by the

Company to finance the ICO.

There is a risk that such amount, pro rata the purchase price you paid for FNP, may never be refunded.

 

Recent regulatory actions

As mentioned above, operations of the Platform and of FNP may be impacted by future restrictive laws, regulations, opinions, decisions, injunctions, actions or investigations by national regulators and

lawmakers.

 

Some regulators have already initiated formal or informal proceedings related to the regulation of ICOs and tokens, some of which are listed

hereunder. This list is provided for information purpose only and do not constitute legal advice.

 

-               The United States Securities and Exchange Commission (SEC)

issued (i) a report dated July 25, 2017 stating that tokens offered by

the company The DAO were securities within the meaning of the 1933

Securities Act, and (ii) an “investor bulletin” informing potential investors on ICOs.

 

-            The United Kingdom Financial Conduct Authority (FCA) issued a

statement on September 12th, 2017 warning potential investors about the risks associated with ICOs.

 

-                    The Canadian Securities Administrators ( CSA) issued a “staff notice” dated August 24th, 2017 in which it states that ICOs might be governed by Canadian securities laws (knowing that tokens would, however, not

always constitute securities for the purpose of such laws) or by Canadian derivative laws (if the products issued qualify as derivatives).

 

-                    The Israel Securities Authority (ISA) published a statement dated August 30th, 2017 announcing that it would organize a committee to study the applicability of securities law to ICOs.

 

-                    The People’s Bank of China, together with other Chinese regulators, issued a statement dated September 4th, 2017 prohibiting token

   

fundraising transactions. Companies that have already launched an ICO are required to refund the tokens issued.

 

-            The Monetary Authority of Singapore (MAS) released a statement

dated August 1st, 2017 concluding that some tokens might be qualified as securities within the meaning of the Singaporean Securities and

Futures Act.

 

-                    The Securities and Futures Commission (SFC) of Hong Kong made a declaration on September 5th, 2017 in which it stated that tokens may qualify as securities under the Securities and Futures Ordinance.

 

-                    The Financial Supervisory Commission (FSC) of South Korea declared, on September 3rd, 2017, that it established a “joint task force meeting” to discuss crypto-currencies regulatory framework.

 

-                    The Financial Market Supervisory Authority (FINMA) of Switzerland, in a press release dated September 29th, 2017, announced it was

investigating various ICOs. The FINMA specified, in Guidance 04/2017 published on the same day, that ICOs are susceptible, depending on

their structuring, to be governed by (i) AML/KYC regulations (ii) banking monopoly provisions (iii) securities and derivatives trading regulations and (iv) collective investment schemes regulations. As mentioned by

the FINMA, “due to the close proximity in some areas of ICOs and token- generating events with transactions in conventional financial markets,

the likelihood arises that the scope of the application of at least one of the financial market laws may encompass certain types of ICO model”.

 

-                    The Australian Securities and Investments Commission (ASIC) recently published the Information Sheet 225 as guidance about the potential

application of the 2001 Corporations Act to businesses conducting ICOs. According to this document, an ICO, depending on how it’s structured, could be qualified as a managed investment scheme, as a public offer

and/or as an offer of derivatives.

 

-                    Abu Dhabi’s Financial Services Regulatory Authority (FSRA) released guidelines on crypto currencies and ICOs dated October 8th, 2017, in

which it specified that (i) existing KYC would be applicable to ICOs and

(ii)             some tokens, on a case-by-case basis and depending on how they are structured, may be classified as securities while others may be classified as commodities.

 

-                    The French Financial Markets Authority (AMF) launched on October 26th, 2017, (i) an ICO assistance and research program dubbed

“UNICORN” to provide issuers with a framework for their ICO and to

explore potential future regulatory actions, and (ii) a public consultation on ICOs, in which three regulatory options are presented: issuing

guidelines on ICOs without changing the existing regulations, placing ICOs under the regime applicable to public offers of securities, or

enacting a new, specific regulation for ICOs. The Japanese Financial

  

Services Agency (FSA)

 

-                    The Japanese Financial Services Agency (FSA) published an investor alert on October 27th, 2017 underlying the “high risks” associated with

ICOs (i.e. token volatility and likelihood of fraud) and warning issuers

and investors that ICOs, depending on how they are structured, may fall within the scope of the Japanese Payment Services Act and/or of the

Japanese Financial Instruments and Exchange Act.

 

-            New Zealand Financial markets Authority (FMA) published a

statement dated October 25th, 2017 on ICOs, explaining that the specific characteristics and economic substance of an ICO will determine if the

token should be classified as a financial product. More importantly, the FMA specified that “all tokens or cryptocurrencies are securities under the FMC Act – even those that are not financial products”.