Participating in Brokoli Strong Holder offering (hereinafter – SHO), holding of Brokoli tokens (hereinafter – Tokens) and using the Brokoli platform (hereinafter – Platform) (if and when developed) involve risks, some of which are set out below. These risks, and additional risks arising either now or in the future, could result in the failure of the SHO, the destruction of Tokens or the utility of Tokens, and/or the termination of the development of Platform. The entire proceeds gathered by Brokoli OÜ and its related companies (hereinafter – the Company) may be lost. You may lose your entire payment or Tokens. You must consider carefully whether the risks set out below, as well as all other applicable risks, are acceptable to you prior to purchasing any Tokens. You must seek professional advice (legal, taxation, financial, technical or otherwise) regarding your particular situation before participating in the SHO, holding the Token or using Platform. Company has described the risks and uncertainties that its management believes are material, but these risks and uncertainties may not be the only ones Company or its face. Additional risks and uncertainties, including those Company currently is not aware of or deem immaterial, may also materially adversely affect on Company business, the Platform, the value of the Tokens.
Changes to Platform
At the date of the SHO, Brokoli has specific plans for Platform’s functionality and utility. However, Platform may undergo significant changes. Various features of Platform, including its terms and conditions, fees, structure, purpose, consensus protocol, algorithm, source codes, infrastructure design and other technical specifications and parameters, may be updated and changed frequently without notice. Further, Platform may encounter difficulties during development, including financial, resourcing and technical difficulties. These difficulties are unpredictable, and may be unresolvable. Development of Platform may therefore fail, terminate or be delayed at any time for any reason. Particular features of Platform may never be realized. Such failure, termination or delay is likely to reduce and may completely obliterate any existing utility that Tokens hold.
Incomplete information regarding Platform
You will not have full access to all the information relevant to Company and/or Platform. The Company is not required to update you on the progress of Platform.
Lack of operating history of the Company
The Company is a newly formed entity, and has no operating history or track record that could be used (on its own) to evaluate its ability to deliver Platform.
No governance rights attaching Tokens
Tokens confers no governance rights of any kind with respect to Platform or the Company. All decisions involving Platform will be made by the Company, including decisions to discontinue Platform, unless differently announced by the Company. These decisions could adversely affect Platform and the utility of any Tokens that you hold.
No assets or property underlying Tokens
Tokens confer no ownership interest in any assets or property. Nothing underpins the value of Tokens other than the prospect of Platform access. Reliance on third-party contractors Development of Tokens and Platform, and the operation of the SHO, will require third-party contractors with particular expertise in blockchain technology. The availability of such contractors is limited. There may not be sufficient (or any) such contractors available on terms deemed acceptable by the Company. The costs associated with any such contractors may be significantly greater than currently estimated. Further, the quality, reliability and timely delivery of services by such contractors may vary significantly.
Utility of Tokens depends on Platform
The utility of Tokens depends on the success of Platform, if developed. Platform may not be popular or widely used after launch. In the long term, Platform may fail to attract a critical mass of users. Platform may be merged with other projects. Various circumstances, including technical advancement and competitors, may render Platform obsolete.
Further sale of additional Tokens
The Company may, from time to time, and without prior notice or consultation, sell additional Tokens outside of the SHO. Further, the Company may develop or otherwise raise funding for Platform through any other means it deems necessary. You will not necessarily receive notice of the sale of additional Tokens or of any other Tokens or fundraising means.
Volatility of Tokens
The circulation of Tokens is not the responsibility of the Company, and the Company does not presently intend to support or otherwise facilitate the secondary trading of Tokens. As a result, Tokens may not circulate freely or widely, and may not be listed on any secondary markets. Even if Tokens do circulate on secondary markets, the value of Tokens may be highly volatile. Factors such as perceptions of the Company, delays in the development of Platform, fluctuations in comparable projects and SHOs, market dynamics, regulatory actions and changes, technical advancements, as well as broader economic and political factors, may cause the value of Tokens to change significantly over a short period of time. In addition, there may be insufficient liquidity to support an active market in Tokens, or the market in Tokens may become susceptible to market manipulation.
Concentration of Token ownership
At any point in time, one or more persons may directly or indirectly control significant portions of the total supply of Tokens. Acting individually or in concert, these holders may have significant influence over Platform. They may make decisions that are not in your best interest as a holder of Tokens.
Legal status of Token, SHO and Platform is pending
The laws of various jurisdictions may apply to Tokens, the SHO and Platform. The application of these laws and regulations to Tokens, the SHO and Platform is, in many cases, largely untested, and is subject to change without notice. In particular, any current governmental or regulatory tolerance of cryptographic Tokens or cryptocurrencies can change rapidly, and Tokens may at any time be deemed to be a security, investment, asset or money by governmental authorities or regulators. The Company may receive formal or informal queries, notices, requests or warnings by governmental authorities and regulators. Action may be taken by governmental authorities and regulators against the Company or Platform. As a result of such events, the Company may be required to discontinue the SHO and/or Platform. You may also be subject to governmental or regulatory action by participating in the SHO, holding Tokens and/or using Platform.
Tax treatment and accounting
The Company, you and transactions in relation to the Tokens and/or Platform may be subject to the tax laws and regulations in any applicable jurisdictions. The tax treatment and accounting of transactions in relation to the Tokens and/or Platform are uncertain and a largely untested area of law and practice that is subject to prospective and retroactive changes without notice. Tax treatment of cryptographic Tokens and cryptocurrencies may vary amongst jurisdictions. Your participation in the SHO or use of Platform as a result of or in connection with any purchase, grant, delivery, exercise, vesting, distribution, activation, holding, use, appreciation, conversion, sale, exchange, redemption, assignment, transfer, disposal, may attract taxes either now or in the future. The Company may receive formal or informal queries, notices, requests, or summons from tax authorities and as a result the Company may be required to furnish certain information about the SHO and/or Platform. You must seek independent professional advice on the tax implications in relation to the SHO, use of Platform and/or any other transactions for your particular situation.
Reliance on the internet
Tokens, the SHO and Platform rely heavily on the internet. However, the public nature of the internet means that either parts of the internet or the entire internet may be unreliable or unavailable at any given time. Further, interruption, delay, corruption or loss of data, or the loss of confidentiality in the transmission of data, may occur when transmitting data via the internet.
Source code changes and flaws
The various source codes used in the SHO and (if and when developed) Platform are subject to change and may at any time contain one or more defects, weaknesses, inconsistencies, errors or bugs.
Your participation in the SHO, holding and transfer of Tokens and/or use of Platform (if and when developed) will not be anonymous. Your address and such participation will be recorded on an unpermissioned blockchain. It is possible to match addresses to identities.
Inadequate computing resources
The SHO and Platform will require intensive computing resources. The demand for these resources may exceed the Company’s estimates. Ultimately, the Company’s resources may prove inadequate to support the SHO and/or develop Platform, which may affect the delivery and/or utility of Tokens.
Loss of private key is permanent and irreversible
You alone are responsible for securing your private key. Losing control of your private key will permanently and irreversibly deny you access to your Tokens. Neither the Company nor any other person will be able to retrieve or protect your Tokens. Once lost, you will not be able to transfer your Tokens to any other address or wallet. You will not be able to realize any value or utility that the Token may hold now or in future.
Targeting of Tokens, the SHO, Platform and the Company by malicious persons
Tokens, the SHO, Platform (if and when developed) and the Company may be targeted by malicious persons who may attempt to steal Tokens or the Proceeds, or otherwise intervene in the SHO, Platform or the Company. Tokens, the SHO and Platform may also be vulnerable to exploitation of vulnerabilities in smart contracts and other code, as well as to human error. This could result in significant loss and/or other impacts that may materially affect your interests.
Tokens are Non-Refundable
Except for the cases strictly provided by the applicable legislation or in the legally binding documentation on the Tokens sale, Company is not obliged to provide the Token holders with a refund related to the Tokens for any reason, and the Token holders will not receive money or other compensation in lieu of the refund. No promises of future performance or price are or will be made in respect to the Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that the Tokens will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the private law of the Token holder.