This document does not constitute or imply an offer to buy or to sell any items, anddoes not constitute a prospectus of any sort. Nothing contained in this document is to be construed as a solicitation for investment or as investment advice of any kind. This White Paper does not in any manner constitute an offering of securities for sale in any jurisdiction in the world. This White Paper constitutes a technical description of the functionality of the Luxochain business model and the Luxochain tokens, as well as the strategy for the functional utility of the tokens.DISCLAIMER OF LIABILITY
To the maximum extent permitted by the applicable laws, regulations, and rules, Luxochain shall not be liable for any indirect, special, incidental, consequential, or other losses of any kind, in tort, contract or otherwise (including, but not limited to, loss of revenue, income or profit, and loss of use or data) arising out of or in connection with any acceptance of or reliance upon this White Paper or any part thereof by users.CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
All statements contained in this White Paper, statements made in press releases, or in any place accessible by the public, and oral statements that may be made by Luxochain or its respective directors, executive officers or employees acting on behalf of Luxochain (as the case may be), that are not statements of historical facts, are considered “forward-looking statements”. Some of these statements can be identified by forward-looking terms such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will”, or other similar terms. However, such terms are not the exclusive means of identifying forward-looking statements. All statements regarding Luxochain’s financial position, business strategies, plans and prospects, and the future prospectsof the industry which Luxochain is in are forward-looking statements. The forward-looking statements, including but not limited to statements concerning revenue and profitability, prospects, future plans, other expected industry trends, and other matters discussed in this White Paper regarding Luxochain are matters that are not historical facts, but only predictions.MARKET AND INDUSTRY INFORMATION AND NO CONSENT OF OTHER PERSONS
This White Paper includes market and industry information and forecasts that have been obtained from internal surveys, reports, and studies –where appropriate –as well as market research, publicly available information, and industry publications. Such surveys, reports, studies, market research, publicly available information, and publications generally state that the information that they contain has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of suchincluded information. Save for Luxochain and its respective directors, executive officers, and employees, no person has provided his or her consent to the inclusion of his or her name and/or other information attributed or perceived to be attributed to such personin connection therewith in this White Paper and no representation, warranty, or undertaking is or is purported to be provided astothe accuracy or completeness of such information by such persons, and such persons shall not be obliged to provide any updates onthe information. While Luxochain has taken reasonable actions to ensure that the information is extracted accurately and in its proper context, Luxochain has not conducted any independent review of the information extracted from third party sources, verified the accuracy or completeness of such information, or ascertained the underlying economic assumptions relied upon therein. Consequently, neither Luxochain nor the related directors, executive officers, and employees acting on its behalf make any representation or warranty as to the accuracy or completeness of such information, andshall not be obliged to provide any updates concerning it.TERMS USED
To facilitate a better understanding of the Luxochain tokens being offered for purchase by Luxochain, and the Luxochain businesses and operations, certain technical terms and abbreviations, as well as, in certain instances, their descriptions, have been used in this White Paper. Such descriptions and assigned meanings should not be treated as being definitive and may not correspond to standard industry meanings or usage. Words importing the singular shall, where applicable, include the plural and vice versa,and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations.NO ADVICE
No information in this White Paper should be considered to bebusiness, legal, financial, or tax advice regarding Luxochain, Luxochain tokens, Luxochain token sale offerings, or digital wallets (each as referred to in the White Paper). Users must consult their own legal, financial, tax or other professional adviser regarding Luxochain and its respective businesses and operations, Luxochain tokens, Luxochain token sale offerings, or digital wallets (each as referred to in the White Paper). Users must be aware that they may be required to bear the financial risk of any purchase of Luxochain tokens for an indefinite period of time.NO FURTHER INFORMATION OR UPDATE
No person has been or is authorized to give any information or representation not contained in this White Paper in connectionwith Luxochain and its related businesses and operations, Luxochain tokens, Luxochain token sale offerings, or digital wallets (each as referred to in the White Paper) and, if given, such information or representation must not be relied upon as having been authorized by or on behalf of Luxochain. Luxochain token sales (as referred to in the White Paper) shall not, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change or development reasonably likely to involve a material change in the Luxochain business, conditions, and prospects, or in any statement of facts or information contained in this White Paper starting on the date hereof.RESTRICTIONS ON DISTRIBUTION AND DISSEMINATION
The distribution or dissemination of this White Paper or any part thereof may be prohibited or restricted by the laws, regulatory requirements and rules of any jurisdiction. In the case where any restriction should apply, users must gather information on and observe any restrictions consequent to their possession of this White Paper or such part thereof (as the case may be), at their own expense and without liability to Luxochain. Persons to whom a copy of this White Paper has been distributed or disseminated, provided access to, or who otherwise have the White Paper in their possession shall not circulate it to any other persons, reproduce, or otherwise distribute it or any information contained herein for any purpose whatsoever, nor allow or cause the same to be carried out by a third party.NO OFFER OF SECURITIES OR REGISTRATION
This White Paper does not constitute a prospectus or offer document of any sort, and is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction. No person is bound to enter into any contract or binding legal commitment, and no cryptocurrency or other form of payment is to be accepted on the basis of this White Paper. Any agreement in relation to sale and purchase of Luxochain tokens (as referred to in this White Paper) is to be governed only by the Terms and Conditions [“T&Cs”] of such agreement and no other document. In the event of any inconsistencies between the T&Cs and this White Paper, the former shall prevail. Individuals are not eligible to purchase any Luxochain tokens in any Luxochain token sale (as referred to in this White Paper) if they are citizens, residents (for tax purposes or otherwise), or green card holders of the United States of America, unless they are Qualified Investors as defined in Regulation D, Rule 501, of the Securities and Exchange Commission. Citizens or residents of the Republic of Singapore, Canada, or Vietnam are also not eligible. No regulatory authority has examined or approved any of the information set out in this White Paper. No such action has been or will be taken under the laws, regulatory requirements, or rules of any jurisdiction. The publication, distribution, or dissemination of this White Paper does not imply that the applicable laws, regulatory requirements, or rules have been complied with.
Note about Luxochain and LUXO token:
Luxochain SA is a company incorporated in Switzerland with its registered office in Lugano.
The Company has a share capital of CHF 100’000 divided into 100’000 registered shares.
The Company has a partecipation capital of CHF 27’575 divided into 27’575 registered participation certificates.
21’095 of them was converted from Credit offsetting of CHF 1’827’983.43 from founders, who have renounced their credits and loans to the company
LUXO token can only be used to access to and pay for services provided by the Company.
We therefore qualify LUXO as a hybrid token with utility and payment functions.
The LUXO Token will be a utility token created on the Ethereum blockchain compliant with the ERC 20 protocol of the Ethereum blockchain.
The LUXO Token will function as a private means of payment on the Luxo Platform, which will allow Buyer to make use in the future of the Luxochain services.
By receiving the LUXO Token, the Buyer will acquire the right to access the Luxochain Services.
At the day of execution of this Agreement the Luxo Token would not have the legal qualification as a security pursuant to Swiss Law and would therefore not qualify as an Asset Token pursuant to the Guidelines (the "Guidelines") issued on February 16, 2018, by Swiss Financial Market Supervisory Authority ("FINMA").
The draft whitepaper description of the Company’s services is attached hereto in its current version as of the date of this Agreement as Enclosure 1 (the "White Paper").
The Buyer acknowledges and accepts that the White Paper may be subject to change until the Luxochain platform has been completed.
The Company is offering in the LUXO Private Sale up to 10% of actual total supply of LUXO Tokens (up to 100.000.000 LUXO Tokens on a total supply of 1BL).
The private sale will be active until Apr 15, 2022. The tokens sold in private sale will be blocked by freezing the buyer's address, and after date listed in the distribution conditions, they will be unlocked with an average percentage of 5% monthly (calculated on each block of the Ethereum network).
During the LUXO Token Private Sale, LUXO Token available for presale can only be purchased directly from the Company or through third parties authorized by the Company.
To be able to purchase and receive the LUXO Tokens, the Buyer must have an Ethereum wallet that supports the ERC-20 token standard. The Company reserves the right to prescribe additional guidance regarding specific wallet requirements.
The Buyer confirms that he understands and has significant experience of cryptocurrencies, blockchain systems and services, and understands the risks associated with the purchase of the LUXO Token as well as the mechanisms related to the use and custodyof cryptocurrencies.
By purchasing the LUXO Token the Buyer acknowledges having carefully reviewed the White Paper and to understand the risks, costs and benefits associated with the purchase, storage, and use of the LUXO Token.
The Company is, as of the date of the LUXO Token Private Sale, not a financial intermediary according to Swiss Law and is notrequired to obtain any authorization for Anti-Money Laundering purposes. Notwithstanding the aforesaid, the purchase of the LUXOToken is conditional upon the positive conclusion of an AML/KYC identification process and the Buyer shall provide to the Company all requested documents and information necessary or useful to the Company to complete the AML/KYC process.
The Buyer accepts that it will not be entitled to purchase the LUXO Token if the Company considers that the Buyer does not satisfy the AML requirements set by the Company.
The Buyer acknowledges and accepts that acquiring and storing the LUXO Token involves various risks, in particular (but not limited to) the risk that the Company may not be able to launch its platform and/or its operations, to develop or exploit its blockchainand/or to provide the services to which the LUXO Token relates or is forced (in particular due to changes in the legal environment and/or issuance of new laws or regulations and/or new leading interpretation of current legal framework and/or case law, which mightalso have a retroactive effect) to stop its operations or change its business model.
The Buyer confirms having carefully considered the risks, costs, and benefits of acquiring LUXO Token in the context of the LUXOToken Private Sale and obtained independent legal and tax advice in this regard.
This Agreement shall not and cannot be considered as an invitation to enter intoan investment. This Agreement does not constitute or relate in any way, nor should it be considered or interpreted as an offering of securities in any jurisdiction.
This Agreement does not include or contain any information or indication that might be considered or interpreted as a recommendation or that might be used to base any investment decision.
This Agreement does not constitute an offer or an invitation to purchase shares, bonds, securities, or rights belonging to the Company or any related or associated company (the "Company's Group"). The LUXO Token will be used as a private mean of payment once the services will be accessible and is not intended to be used as an investment.
The sale of the LUXO Token is final: the LUXO Token is non-refundable and not redeemable.
The LUXO Tokens are not convertible in shares or certificates of the Company or Company’s Group and do not grant any right toreceive any such share or certificate.
The LUXO Tokens do not confer any direct or indirect right to Company's or Company's Group capital or income and, in particular, donot grant any right to dividends or interests or to any other share or participation to the Company or Company's Group revenue or earnings.
The LUXO Token is not proof of ownership of any assets belonging to the Company or to the Company's Group or of a right of control over the Company or the Company's Group and does not grant to the owner any right to assets of the Company or of the Company's Group.
The LUXO Tokens are not shares or participation certificates and do not give any right to participate to, or vote in, the general meeting of the Company or the Company's Group or to influence in any way the respective corporate governance or the decisionsof the corporate bodies of the Company or the Company's Group.
Based on the above, at the date of the LUXO Token Private Sale, the Company considers that the LUXO Token does not have the legal qualification of a security pursuant to Swiss Law and does therefore not qualify as an "Asset Token" in Switzerland as interpreted by FINMA in the Guidelines.
Pursuant to the Guidelines and current practice, the LUXO Token is a utility token which can be used only to access and use the Luxochain Platform and as mean of payment for services of the Company within the Luxochain Platform and is not intended to beused as an investment.
The offering of the LUXO Token on a trading platform, if any, may be done to allow additional buyers to use and/or to access to the Luxochain Platform and not for speculative purposes and does not change the legal qualification of the token as a utility token.
By purchasing the LUXO Token, the Buyer acknowledges and accepts that the Private Sale and the purchase of the LUXO Token is taking place within a legal environment that is still under development. Regulatory authorities are carefully scrutinizing businesses and operations associated to cryptocurrencies in the world.
The Buyer understands and accepts that regulatory measures, investigations, or actions may impact the Company's business and even limit or prevent it from performing or developing its operations.
By purchasing the LUXO Token the Buyer confirms to be aware that the Company's business model and the T&C may change because of new legal, regulatory and compliance requirements from any applicable laws in any jurisdictions, even with retroactive effect. The Buyer acquiring the LUXO Token therefore acknowledges and accepts that neither the Company nor any company of the Company’s Group shall be held liable for any direct or indirect loss or damage caused by such changes.
This Agreement shall not be construed as an offer, personal recommendation, or solicitation to conclude a transaction and should not be treated as giving investment advice.
The Company is not to be considered as an advisor in any legal, tax or financial matters. Any information in this Agreement and/or in the White Paper is given for general information purpose only and the Company does not provide any representation and/or warranty as to the accuracy and completeness of the information included in this Agreement and/or in the White Paper.
Given the lack of qualification of the crypto token in most countries, the Buyer confirms having carried out a legal and tax analysis concerning the purchase and ownership of the LUXO Token according to his nationality and place of residence.
By participating in the LUXO Token Pre-Sale and/or by receiving LUXO Token in the LUXO Token Private Sale, no form of partnership, joint venture or any similar relationship between Buyer and the Company and/or other individuals or entities involved with the deployment of the Luxochain Platform is established/ or created.
The Buyer understands and accepts that for the purpose of the development and execution of the business of the Company, the Company receives the full amount of Eur or Ether or any other currencies received into the Token Private Sale, may be used tocover expenses, charges and other costs that may arise by the Company and/or its subcontractors as part of the development and execution of the Luxochain Platform, the Luxochain Blockchain and the LUXO Token Private Sale as well as such. It remains at the Company's sole discretion to decide how to allocate the funds of purchasing.
The Company will do its utmost to improve its operations and develop the Luxochain Platform and/or provide the services described in this Agreement and/or in the White Paper. By purchasing the LUXO Token the Buyer confirms to be aware that the Company does not provide any guarantee whatsoever about the actual launching of the Platform, the actual performance of the operations and/or thedevelopment of the Luxochain Platform and the provisions of Company’s services on the Luxochain Platform.
The LUXO Token will be issued by a technical process that uses the «Blockchain» technology. This is an open-source IT protocol over which the Company has no rights or liability in terms of its development and operation. The LUXO Token distribution mechanismwill be controlled by a Smart Contract; this involves a computer program that can be executed on the Ethereum network or on another blockchain network that is compatible with the Smart Contract programming language. By purchasing the LUXO Token, the Buyer acknowledges and accepts therefore that the Company (incl. its bodies and employees) assumes no liability or responsibility for any loss or damage that would result from or relate to the incapacity to use the LUXO Token, the Luxochain Blockchain and/or the servicesavailable on Luxochain Platform, excepted in case of intentional misconduct or gross negligence.
The LUXO Token is based on the Ethereum protocol. Any malfunction, unplanned function or unexpected operation of the Ethereumprotocol may cause the LUXO Token network to malfunction or operate in a way that is not expected. Moreover, the native EthereumProtocol account unit may itself lose value in a similar way to tokens, and alsoin other ways. The Company assumes no liability or responsibility in this respect except in case of intentional misconduct or gross negligence directly attributable to the Company.
The Company assumes no liability or responsibility whatsoever for any loss of the LUXO Token or situations making it impossible to access the LUXO Token, which may result from any actions or omissions of the Buyer, as well as in case of hacker attacks.
By participating in the LUXO Token Private Sale and by purchasing the LUXO Token, the Buyer confirms that he:
By participating in the LUXO Token Private Sale and by purchasing the LUXO Token, the moreover, the Buyer confirms that he:
To the fullest extent permitted by applicable law, the Company will not be responsible nor liable for any damages to the buyer arising out of or related to the purchase of LUXO Tokens, irrespective of whether such damages would be foreseeable, known or otherwise by the Company. No refund, indemnity or similar can be claimed and sought by the Buyer to the Company, regardless of reason or of whether the reason is covered by these terms. Accordingly, the Buyer disclaims any right or cause of action against the Company of any type and in any jurisdiction that would result in any damages whatsoever. Without prejudice for this provision, the Buyer agrees that in any case the aggregate liability of the Company for damages occurred to the buyer will be limited to the Purchase Price.INTELLECTUAL PROPERTY RIGHTS
To the extent that copyright trademark or any other intellectual property rights, such as software, know-how, analysis or programs, existing and future copyrights and other intellectual and industrial rights (hereinafter "IP Rights"), exist in the LUXO Token, in the Luxochain Platform and/or in the services available on the Luxochain Platform, they belong solely to the Company and/or its affiliated companies and Buyer as buyer and Buyer of the LUXO Token and as Buyer of the Luxochain Platform and/or in the services available on the Luxochain Platform does not and will not have any related rights in such IP Rights.MISCELLANEOUS
Completeness of the Agreement
This Agreement, together with the Enclosures and Recitals, constitutes the entire agreement between the Partiesand supersedes and replaces any prior written or oral agreements, understandings, negotiations, and dealings.
If any of the provisions of this Agreement is deemed to be invalid, void, or unenforceable, the remaining provisionsshall continue in full force and effect.
Amendments or Modifications
This Agreement shall not be modified or amended except by agreement in writing signed by the Parties.
The Buyer shall not assign this Agreement without the prior written consent of the Company. Any assignment or transfer in violation of this Section will be void. The Company may assign the Agreement to an affiliate, in which case this Agreement and the rights and obligations of the Parties hereunder will be binding upon and inure to the benefit of the Company’s respective successors, assigns, heirs, executors, administrators and legal representatives.
This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland without regard to the conflicts of law rules and without regard to the rules of the Vienna Convention on the International Sale of Goods dated 11 April 1980.
Any dispute, controversy or claim arising out of or in connection with this Agreement, shall be finally settled in accordancewith the Swiss Rules of International Arbitration of the Swiss Chambers’ Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be 3 (three), the arbitrators to be appointed in accordance with the said Rules. The seat of the arbitration shall be Lugano, Switzerland. The language of the arbitration shall be English or Italian.
Enclosure: 1 (current version of Technical white paper).