The following Terms and Conditions ("Terms") govern your (“you” or the “Purchaser”) purchase of Cryptyk Tokens ("CTK") from Cryptyk Inc. an exempted company incorporated in the State of Nevada, USA (the “Company”). Each of you and the Company is a “Party​” and, together, the “Parties​” to these Terms. This Information Memorandum document is not a solicitation for investment in securities or shares, and does not pertain in any way to an offering of securities in any jurisdiction. Nonetheless, the Terms incorporate anticipated regulatory evaluation of CTK as a security in specified jurisdictional regions, most notable in the United States and Canada. This section describes the full Terms of the CTK token sale.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE CTK FROM THE COMPANY. BY PURCHASING CTK FROM THE COMPANY, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY AT [email protected]

By purchasing CTK tokens, and to the extent permitted by law, you are agreeing not to hold any of the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, advisors, representatives, predecessors, successors and assigns (the “Cryptyk Team​”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of CTK, including losses associated with the terms set forth below.            

DO NOT PURCHASE CTK IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOCURRENCY TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING CTK, YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, TAX OR FINANCIAL PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE CTK.

PURCHASES OF CTK SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOCURRENCY TOKENS, INCLUDING ETHEREUM TOKENS, AND BLOCKCHAIN BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOCURRENCY TOKENS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF CTK DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH OR CTK RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE CTK OR PARTICIPATE IN THE SALE OF CTK. YOUR PARTICIPATION IN CTK SALE IS DEEMED TO BE YOUR UNDERTAKING THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.

 

PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL, THE CTK TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS LISTED IN THE SECTIONS BELOW.

YOU MAY NOT ACQUIRE CTK TOKENS DURING THE PRIVATE PRE-SALE ROUND IF YOU ARE A CITIZEN OR RESIDENT OF THE PEOPLES REPUBLIC OF CHINA, OR A CITIZEN OR RESIDENT OF THE REPUBLIC OF KOREA (ie: SOUTH KOREA), OR A CITIZEN OR RESIDENT OF THE FEDERATIVE REPUBLIC OF BRAZIL (ie: BRAZIL). YOU MAY NOT ACQUIRE CTK TOKENS DURING THE PUBLIC SALE ROUND IF YOU ARE A CITIZEN, RESIDENT (TAX OR OTHERWISE) OR GREEN CARD HOLDER OF THE UNITED STATES OF AMERICA, OR A CITIZEN OR RESIDENT OF CANADA, OR A CITIZEN OR RESIDENT OF THE PEOPLES REPUBLIC OF CHINA, OR A CITIZEN OR RESIDENT OF THE REPUBLIC OF KOREA (ie: SOUTH KOREA), OR A CITIZEN OR RESIDENT OF THE FEDERATIVE REPUBLIC OF BRAZIL (ie: BRAZIL). When you purchase, or otherwise receive, a CTK token, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the CTK tokens: • neither the Company nor any of the Cryptyk Inc. Team (and Advisors) has provided you with any advice regarding whether CTK is a suitable investment for you; • you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptocurrency tokens, such as Bitcoin and Ether, as well as blockchain-based software systems generally; • you are legally permitted to receive and hold and make use of CTK in your and any other relevant jurisdiction; • you will supply us with all information, documentation or copy documentation that we require in order to allow us to accept your purchase of CTK and allocate CTK to you; • you have not supplied us with information relating to your acquisition of CTK or otherwise which is inaccurate or misleading; • you will provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligation; • you will notify us promptly of any change to the information supplied by you to us; • you are of a sufficient age (if an individual) to legally obtain CTK, and you are not aware of any other legal reason to prevent you from obtaining CTK; • you take sole responsibility for any restrictions and risks associated with receiving and holding CTK, including but not limited to these set out in the next section (ANNEX – Investor Risks); • by acquiring CTK, you are not making a regulated investment, as this term may be interpreted by the regulator in your jurisdiction; • you are not obtaining or using CTK for any illegal purpose, and will not use CTK for any illegal purpose; • you waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of CTK; • your acquisition of CTK does not involve your purchase or receipt of shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction; • to the extent permitted by law and provided we act in good faith, the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of CTK or the CRYPTYK platform; • you accept that CTK is created and you obtain CTK on an “as is” and “under development” basis. Therefore, provided the Company acts in good faith, you accept that the Company is providing CTK without being able to provide any warranties in relation to CTK, including, but not limited to, title, merchantability or fitness for a particular purpose; • you accept that you bear sole responsibility for determining if (i) the acquisition, the allocation, use or ownership of CTK (ii) the potential appreciation or depreciation in the value of CTK over time, if any, (iii) the sale and purchase of CTK; and/or (iv) any other action or transaction related to CTK has tax implications.
CTK is required for proper operation and comprehensive utilization of the CRYPTYK platform (the “Product”) as defined in the Information Memorandum (the “IM”) and the Technology White Paper (the “White Paper”) provided at www.cryptyk.io (the “Website”) as of the date the Purchaser acquires CTK tokens. After the CTK sale, the value of CTK is dependent on the purchase of CTK Tokens by customers and the supply of underlying assets, as described in the White Paper. To the extent they do not contradict these Terms, the rights connected to CTK are subject to the limitations set out in the IM and White Paper, but this should in no case create obligations for the Company in addition to the ones contained in these Terms. The Company reserves the right to circumvent the algorithm used to select the underlying assets if it believes, in its sole discretion, that such selected underlying assets could adversely affect the Company or CTK from a financial, regulatory or legal perspective. The Company shall have the right to restructure any such underlying assets for business purposes. The maximum total amount of CTKs issued to investors is 250,000,000 (roughly equivalent to US$ 25,000,000). CTK tokens will be created according the the CTK Token Sale structure and issued to purchasers within 30 days of the close of the Sale. The total supply of CTKs will be fixed after the end of the CTK sale. No more CTKs will be issued after the end of the CTK sale. Ownership of CTK after the CTK token sale carries no rights express or implied relating to the Company, its shareholder equity or intellectual property. Purchases of CTK are non-refundable. The anticipated distribution of the CTK tokens is as follows: • 33.3% Token Sale Participants (with 1 year vesting for Pre-Sale Round / no vesting for Public Round) • 33.3% Cryptyk Inc. Team / Advisors (with 4 year / 2 year vesting schedules respectively) • 33.3% Cryptyk Foundation (with 1 year vesting for 80% of CTK pool / no vesting for 20% of CTK pool)
Purchasers in the CTK token sale will be allocated their CTK tokens in exchange for US Dollars, or the equivalent in Bitcoin (BTC) or Ethereum (ETH), at the following rate: • US$ 0.10 per CTK token during the Private Pre-Sale Round (ie: 10 cents each) • US$ 0.125 per CTK token during the Public Sale Round (ie: 12.5 cents each) The US Dollars to ETH exchange rate is used to dynamically set the ETH to CTK rate. The US Dollars to BTC exchange rate is used to dynamically set the BTC to CTK rate. As a result, for the duration of the CTK sale, the price to purchase a CTK token will be set as an amount in US Dollars. The Token Sale will also be compatible with the Shapeshift crypto-asset conversion platform to allow payment from multiple other cryptocurrencies (shapeshift.io). Purchaser must have an Ethereum wallet that supports the ERC-20 token standard in order to receive any CTK purchased from the Company. The Company will issue all purchasers of CTK Tokens a free Multi-Sig Web Wallet (called “CTK Web Wallet”) for this purpose. The ERC-20 smart contract will vest tokens as per vesting schedules.
The CTK pre-sale investment round for accredited investors only was closed on Friday 23rd November 2018 (12pm EST / 9am PST). The CTK public sale investment round for non-accredited investors (outside the US, China and Brazil) will begin on 12th December 2018 (5am UTC / 7pm AEST). The CTK public sale round will end on 18th January 2019 (11pm UTC / 9am AEST), or when the CTK public sale hard cap is reached. The Company reserves the right to change the public sale or extend the sale duration for any reason, including the unavailability of the Website or other unforeseen security or procedural issues. The Company will regularly update the number of CTK tokens sold and their value in US Dollars on the www.cryptyk.io website.

The Purchasers should have no expectation of influence over governance of the Company, or the Cryptyk Foundation. Upon the conclusion of a successful CTK sale, the digital assets backing each CTK token will be transparently purchased.

The Company will provide you with an official and regular audit conducted on the existence of the digital assets backing each CTK token. Through this audit, you can track and confirm that the digital assets backing your CTK have been received and acquired. Access to the audit results does not constitute a CTK purchase receipt or indicate in any way that the party possessing such access has rights to or ownership of the purchased CTK tokens.

 

 

CTK Tokens purchased in the private pre-sale round (ie: with a 1 year vesting period) will be available to sell on the Orderbook Exchange (www.orderbook.io) one year after the CTK web wallet and smart contract is issued to the Purchaser. CTK Tokens purchased in the public sale round (ie: with no vesting period) will be available to sell on the Orderbook Exchange (www.orderbook.io) as soon as the web wallet and smart contract is issued to the Purchaser. After all CTK web wallets and smart contracts are issued to all Purchasers, the Company will make dedicated efforts to have CTK tokens quickly listed on multiple other crypto-currency exchanges around the world.

 

Prior to a Purchaser selling CTK after the CTK token sale completion, such Purchaser shall ensure that the buyer of any such CTK undertakes to comply with all the provisions of these Terms as if such person were a Purchaser in the CTK token sale.

The Company warrants that neither it nor its shareholders will purchase CTK during the CTK sale. Furthermore, the Company warrants that neither it nor its shareholders will purchase CTK from any third party during the period of the CTK sale.

ALL PURCHASES OF CTK ARE FINAL. PURCHASES OF CTK ARE NON-REFUNDABLE. BYPURCHASING CTK, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS MANAGEMENT, AFFILIATES, DIRECTORS OR SHAREHODELRS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON.

 

IF THE COMPANY BELIEVES, IN ITS SOLE DISCRETION, THAT ANY INDIVIDUALS OR ENTITIES OWNING CTK CREATES MATERIAL REGULATORY OR OTHER LEGAL RISKS OR ADVERSE EFFECTS FOR THE COMPANY AND/OR CTK, THE COMPANY RESERVES THE RIGHT TO: (A) BUY ALL CTK FROM SUCH CTK OWNERS AT THE THEN-EXISTING MARKET PRICE AND/OR (B) SELL ALL CRYPTOCURRENCY ASSETS OF THE COMPANY.

The Purchaser bears the sole responsibility to determine if the purchase of CTK with BTC, LTC, ETH or the potential appreciation or depreciation in the value of CTK over time has tax implications for the Purchaser in the Purchaser's home jurisdiction. By purchasing CTK, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of CTK.

The Purchasers may be contacted by email by the Company. Such emails will be informational only. The Company will not request any information from Purchasers in an email. See our Privacy Policy available on the Website at www.cryptyk.io/privacy/ for additional information

 The Cryptyk Inc Team, Board, Management and Advisors are not liable for failure to perform solely caused by:

  • unavoidable casualty,
  • delays in delivery of materials,
  • embargoes,
  • government orders,
  • acts of civil or military authorities,
  • acts by common carriers,
  • emergency conditions (including weather conditions),
  • security issues arising from the technology used
  • security issues arising from viruses, ransomware or targeted attacks by hackers or bad actors

or any similar unforeseen event that renders performance commercially implausible.

If an event of force majeure occurs, the party injured by the other's inability to perform may elect to suspend the Terms, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.

THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING CTK AT THE PURCHASER'S SOLE RISK AND THAT CTK IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NONE OF THE CRYPTYK INC. TEAM WARRANTS THAT THE PROCESS FOR PURCHASING CTK WILL BE UNINTERRUPTED OR ERROR-FREE.

THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO USE, CTK OR (ii) THE CRYPTYK INC. TEAM, DIRECTORS AND ADVISORS UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE CRYPTYK INC. TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, CTK, OR ARISING OUT OF ANY INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO CTK. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE CRYPTYK INC. TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF CTK, AND THAT THE RISK OF PURCHASING AND USING CTK RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE CRYPTYK INC. TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE COMPANY FOR THE PURCHASE OF CTK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR FRAUD OF THE CRYPTYK INC. TEAM.

 These Terms set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of CTK tokens. For facts relating to the sale and purchase, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of CTK and supersede any public statements about the CTK token sale made by third parties or by the Cryptyk Inc. Team or individuals associated with any of the Cryptyk Inc. Team, past and present and during the CTK token sale.

The Purchaser and the Company agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms shall not be construed as a waiver or relinquishment of the Company's right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the CRYPTYK INC. Team shall be deemed a modification of these Terms nor be legally binding.

The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing CTK. The Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.

The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Cryptyk Team including Management, Board, Investors and Advisors from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of CTK; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.        

 

The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section 18. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.

 You are responsible for implementing reasonable measures for securing the web wallet, vault or other storage mechanism you use to receive and hold CTK purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.

Currently, only English versions of any communications from Cryptyk Inc or the Cryptyk Foundation is considered official. The English version shall prevail in case of differences in translation.

The Terms, the arbitration clause contained in them, and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by, construed, and take effect in accordance with US federal law and Nevada state law.

Any dispute or difference arising out of, or in connection with, these Terms or the legal relationships established by these Terms, including any question regarding its existence, validity or termination (“Dispute”), shall be referred to and finally resolved by arbitration in the United States under Nevada State Law which will be deemed to be incorporated by reference into this clause, save for any waiver of any rights the parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, which rights are expressly reserved. The number of arbitrators shall be three. The seat of the arbitration shall be Carson City, Nevada, USA. The language of the arbitration shall be English.

 

A dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration 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.

A private key, or a combination of private keys, is necessary to control and dispose of CTK stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing CTK will result in loss of such CTK. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your CTK. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store CTK in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your CTK. Additionally, your failure to follow precisely the procedures set forth in for buying and receiving Tokens, including, for instance, if you provide the wrong address for the receiving CTK, or provides an address that is not ERC-20 compatible, may result in the loss of your Tokens.
Because CTK and the CRYPTYK. platform are based on the Ethereum ERC-20 protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the platform or CTK. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the CTK and the platform, including the utility of the CTK for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
As with other decentralized cryptographic tokens based on Ethereum and similar protocols, CTKs are susceptible to attacks by miners in the course of validating CTK transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to CTK, including, but not limited to, accurate execution and recording of CTK transactions.

Hackers or other malicious groups or organizations may attempt to interfere with the platform or CTK in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, phishing and spoofing. Furthermore, because the platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the platform, which could negatively affect the CRYPTYK platform and CTK token economy, including the utility of CTK for obtaining services.

If secondary trading of CTK Tokens is facilitated by third party crypto-currency exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third-parties do ascribe an external exchange value to CTK (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile.

Unlike bank accounts or accounts at some other financial institutions, CTK are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Company, to offer recourse to you.

The regulatory status of CTK and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the CRYPTYK platform and CTK token. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the CRYPTYK platform and CTK. Regulatory actions could negatively impact the platform and CTK in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of CTK constitutes unlawful activity or that CTK are a regulated security that require registration or licensing of those securities or some or all of the parties involved in the purchase, sale and delivery thereof. The Company may cease operations in a regional jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.

 The tax characterization of CTK is uncertain. You must seek your own tax advice in connection with purchasing CTK, which may result in adverse tax consequences to you, including withholding taxes, income taxes, capital gains taxes and tax reporting requirements.

It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the platform and attempt to facilitate services that are materially similar to the CRYPTYK platform.

Because CTK confer no governance rights or shareholder voting rights of any kind with respect to the CRYPTYK platform or the Company, all decisions involving the Company’s products or services within the platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the platform and the utility of any CTK you own, including their utility for obtaining services.

 The Company plans to file for exempt security status with the US Securities Exchange Commission (SEC) within 15 days of the token sale commencing on February 8, 2018. It also plans to file similar exemption filings in the states of California, New York and Florida. Neither the SEC nor state regulators have yet evaluated the Company or its token sale offering and there exists a risk that they may not grant exempt security status to the company’s offering. This may result in fines or penalties for the Company which may adversely affect company performance.             

Cryptocurrency tokens such as CTK are a new and untested technology. In addition to the risks included in this Annex A of these Terms, there are other risks associated with your purchase, possession and use of CTK, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A of these Terms.

Certain information set forth in this document (the “Information Memorandum”) contains “forward-looking information”, including “future oriented financial information” and “financial outlook”, under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of Cryptyk Inc. (“the Company”) and the CTK token value; (ii) completion of, and the use of proceeds from the sale of CTK tokens being offered hereunder; (iii) the expected development of the Company’s business, products, projects and joint ventures; (iv) execution of the Company’s vision and growth strategy, including with respect to future M&A activity and global growth; (v) sources and availability of third-party financing for the Company’s projects; (vi) completion of the Company’s projects that are currently underway, in development or otherwise under consideration; (vi) renewal of the Company’s current customer, supplier and other material agreements; and (vii) future liquidity, working capital, and capital requirements. Forward-looking statements are provided to allow potential investors the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment in CTK Tokens. The forward-looking statements contained within this Information Memorandum are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result, expressed or implied, by such forward-looking statements. Although forward-looking statements contained in the Information Memorandum are based upon what the management and directors of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. Potential purchaser, investors and readers of this Information Memorandum are cautioned not to place undue reliance on forward-looking statements.
The Company will file with the SEC as an exempt security in the United States under Rule 506(c) of Regulation D, within 15 days of the pre-sale round commencing. The Company will also file equivalent exemption forms in the states of California, New York and Florida. To meet US exempt security requirements (i) only pre-verified and accredited investors from the USA are allowed to participate in the token sale, and (ii) investors or purchasers must not sell their CTK tokens for at least 1 year after purchasing them. US and Canadian investors are not permitted to participate in the public sale round. These conditions will be enforced via KYC / Accreditation verification processes, geo-fencing and a 1 year vesting period for the pre-sale round. Access to the public sale round is geo-fenced to prohibit access from the US or Canada. Investors from China, South Korea and Brazil will be prohibited from access to both the pre-sale and public sale rounds. The Company has performed a detailed regulatory assessment of CTK token utility for most major international jurisdictions (see Section 3.7 - Regulatory Assessment of CTK Utility). However, international regulation and laws relating to cryptocurrencies, initial coin offerings and token sale events are evolving rapidly in many locales. The Company undertakes no obligation that it meets the regulatory assessment of classification as a utility token (as opposed to classification as a security) in any specific region or country. If regulatory assessments occur that act to prohibit by law investors from a certain region to participate, the Company will make every best effort to prohibit purchases from that region. It will also refund any purchases from citizens or residents from any country that prohibits participation in ICO’s or Token Sale events.