Terms & Conditions

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS, THE RSN ENTERTAINMENT LTD WHITEPAPER (THE “WHITEPAPER”) AND ANY OTHER DOCUMENT OR MATERIAL ISSUED IN CONNECTION WITH THE OFFER OR SALE OF THE CML TOKENS AND THE ALLOCATION OF SHARES OF OFERTAS365 LIMITED DO NOT CONSTITUTE A PROSPECTUS OR OFFER MEMORANDUM OF ANY SORT AND ARE NOT INTENDED TO CONSTITUTE AN OFFER OF SECURITIES OR A SOLICITATION FOR INVESTMENT IN SECURITIES IN ANY JURISDICTION. NO REGULATORY AUTHORITY IN ANY JURISIDICITION HAS EXAMINED OR APPROVED THESE TERMS OR THE CML TOKENS.

The following Terms and Conditions (“Terms”) govern the sale of cryptographic tokens (“CML Tokens”) for CryptoMillionsLotto’s Initial Coin Offering (“ICO“) – together with the receipt of ordinary shares of Ofertas365 Limited (“Ofertas Shares”)

RSN Entertainment Ltd., the issuer of the CML Tokens, is a company incorporated in England & Wales with Company Number 10373664 and with its address at 71-75 Shelton Street, London WC2H 9JQ, United Kingdom (“Company” or “RSN”). It is a wholly owned subsidiary of Ofertas365 Limited (“Ofertas”), a company incorporated in England & Wales under Company Number 10551144 and with its address at 71-75 Shelton Street, London WC2H 9JQ, United Kingdom. Ofertas has an issued share capital comprising a single class of 100,000,000 ordinary shares with one vote per share. The totality of its issued shares is publicly listed on the Dutch Caribbean Securities Exchange (“DCSX”) in Curaçao. Of its issued shares, 70,000,000 are currently restricted for trading until 3 December 2018, after such date, they shall become freely tradable. Ofertas Shares subject to these Terms are already issued and held in a Treasury account by Ofertas. They are restricted until 3 December 2018.

The purchase of CML Tokens during the ICO from RSN and the receipt of Shares from Ofertas are subject to these Terms (as amended from time to time). In these Terms, (i) Purchaser and Company shall each be referred to as a “Party” and, together, the “Parties”, (ii) “Clause”” shall mean a clause in these Terms, and (iii) “Schedule” shall mean a schedule to these Terms. In the case of any conflict or inconsistency between these Terms, the Schedules or such other documents relating to the sale of the CML Tokens and receipt of Ofertas Shares that is not expressly resolved in such documents, these Terms shall prevail. By accepting these Terms and purchasing the CML Tokens and acquiring Ofertas Shares, Purchaser hereby agrees to be bound by these Terms (including the Schedules) and any terms incorporated by reference.

This document describes the ICO and the entitlement to Ofertas Shares. Parties may be interested in purchasing CML Tokens to support the launch, marketing and expansion of the new cryptocurrency denominated lotto – CryptoMillionsLotto, which is the primary purpose of the ICO. Prospective purchasers (“Purchasers“) of CML Tokens and Ofertas Shares, whether individuals, businesses, and other organizations should carefully weigh the risks, costs, and benefits of acquiring CML Tokens and Ofertas Shares in the ICO as against waiting to purchase CML Tokens on open, third-party exchanges once the CML Tokens are listed. Company reserves the right, at its sole discretion, to revise these Terms at any time and without prior notice, by posting the revised Terms on its website – www.cryptomillionslotto.io. The revised Terms will take effect immediately upon publication by Company. Any questions regarding these Terms should be directed to Company at info@cryptomillionslotto.io.

IMPORTANT NOTICE

Ownership of CML Tokens carries the right of holders to receive quarterly dividends as set out herein and in the Whitepaper and ownership of Ofertas Shares, which rank fully pari passu with all Ofertas Shares issued by Ofertas in terms of voting rights, dividends and all other rights and entitlements. CML Tokens are security tokens and not utility tokens and are neither used nor usable for playing or participating in lotto or any other games offered on CrytptoMillionsLotto’s online platform (“CML Platform”). CML Tokens, other than the quarterly dividend entitlement, carry no other rights express or implied. Purchases of CML Tokens are non-refundable. Purchasers should have no expectation of influence over governance of the CML Platform or Company. By participating in the sale of CML Tokens, Purchasers expressly acknowledge and represent that they have carefully reviewed the Terms and fully understand the risks, costs, and benefits of acquiring CML Tokens and Ofertas Shares and agree to be bound by these Terms. As set forth below, Purchasers further represent and warrant that, to the extent permitted by law, Purchasers are permitted and authorized to purchase and own CML Tokens and Ofertas Shares in their respective jurisdictions, are of a legal age to be bound by these Terms, and will not hold RSN, Ofertas and their affiliates, officers, directors, agents, employees and suppliers now, or in the future liable, for any losses or any special, incidental, or consequential damages arising out of, or in any way connected to, the sale of CML Tokens and delivery of Ofertas Shares.

WARNING: PROSPECTIVE PURCHASERS SHOULD NOT PURCHASE CML TOKENS UNLESS THEY ARE FAMILIAR WITH DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS

Purchases of CML Tokens should only be undertaken by persons (individual or corporate) who have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, such as Bitcoin (“BTC”) and Ethereum/Ether (“ETH”), Smart Contracts and blockchain based software systems. Purchasers should have a functional understanding of storage and transmission mechanisms associated with cryptographic tokens. While RSN will be available to assist Purchasers of CML Tokens during and after the ICO, RSN will not be responsible for lost BTC, ETH, CML Tokens or any other cryptocurrency or fiat currency resulting from actions taken or omitted by Purchasers. Note, in particular, that CML Token Purchasers should take great care to write down their wallet password and not lose it so as to be sure that they will be able to access their CML Tokens once they become available after the ICO. Prospective Purchasers who do not have such experience, knowledge or expertise should not participate in the ICO.

1.Timing Of The ICO

Company will conduct a public sale of the CML Tokens comprising 25,000,000 CML Tokens. Contemporaneously with the launch of the ICO, RSN has filed a Private Placement Memorandum (“PPM”) under Rule 506 (c) of Regulation D of the Securities Act 1933 with the U.S. Securities and Exchange Commission for a private offering to U.S. Accredited Investors as defined by Rule 501 of Regulation D. The PPM terms are otherwise identical to the present Terms.

See: https://www.sec.gov/Archives/edgar/data/1730215/000173021518000001/xslFormDX01/primary_doc.xml.

The ICO shall continue at Company’s discretion. RSN reserves the right to change the date when the ICO ends and further reserves the right to extend the sale duration for any reason.

2.Purchaser Eligibility And Warranties

By making a Purchase application for CML Tokens and receipt of Ofertas Shares from Company and Ofertas, Purchaser represents and warrants that:

(a) Purchaser has read, understood and has accepted these Terms (including all Schedules);

(b) Purchaser acknowledges and agrees that there are a number of risks associated with the purchase and ownership of CML Tokens and Ofertas Shares, including but not necessarily limited to, the risks described in Clause 14;

(c) Purchaser has a sufficient understanding of the businesses of RSN and Ofertas and technical aspects of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology such as to understand these Terms and to appreciate the risks of purchasing and owning CML Tokens and Ofertas Shares;

(d) Purchaser is aware of and understands the restrictions and risks associated with the creation of CML Tokens as set forth herein, and acknowledges and assumes all such risks;

(e) Purchaser has obtained sufficient information about the CML Tokens, Ofertas Shares, RSN and Ofertas and CryptoMillionsLotto in order to make an informed decision to purchase the CML Tokens and receive Ofertas Shares;

(f) Purchaser understands that the CML Tokens confer only the rights as described in these Terms;

(g) The purchase and ownership of CML Tokens and Ofertas Shares complies with all applicable laws and regulations in Purchaser’s jurisdiction, including, but not limited to: (i) legal capacity to enter into contractual relationships with Company; (ii) any foreign exchange or regulatory restrictions applicable to such purchase; (iii) any governmental or other consents that might apply to the purchase and ownership of CML Tokens and/or Ofertas Shares; and (iv) that Purchaser will comply with any applicable tax obligations in such jurisdiction arising from the purchase and ownership of CML Tokens and Ofertas Shares;

(h) If Purchaser is purchasing CML Tokens and Ofertas Shares on behalf of any entity, that Purchaser is authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for any breach of these Terms by Purchaser or any other employee, representative or agent of such entity;

(i) That Purchaser is not resident or domiciled in the United States of America or is purchasing CML Tokens and Ofertas Shares from a location in the United States of America, or purchasing CML Tokens and Ofertas Shares on behalf of any person who is resident or domiciled in the United States of America (U.S. Accredited Investors should visit the section of the website – www.cryptomillionslotto.io and view the terms of the RSN Entertainment CryptoMillionsLotto Private Placement Memorandum and make any application for CML Tokens in accordance with the terms of such Memorandum);

(j) Purchaser is not a citizen or resident of any jurisdiction in which the acceptance of delivery of the CML Tokens and/or Ofertas Shares is prohibited by applicable law, decree, rule, regulation, treaty or administrative act;

(k) That Purchaser has obtained independent legal advice before accepting these Terms, and, in accepting these Terms, further represents and warrants to Company that Company has advised Purchaser to obtain independent legal advice prior to accepting these Terms and that Purchaser has obtained such independent legal advice, or has, knowingly and willingly elected not to do so;

(l) Purchaser is of a sufficient age legally to purchase and own CML Tokens and Ofertas Shares;

(m) Purchaser will take sole responsibility for any restrictions and risks associated with the purchase and ownership of CML Tokens and Ofertas Shares;

(n) None of the funds being used to purchase the CML Tokens and Ofertas Shares are, to the knowledge of Purchaser, proceeds obtained or derived directly or indirectly as a result of illegal activities, and the funds being used to purchase the CML Tokens and Ofertas Shares will not represent proceeds of criminal activities, money laundering and the financing of terrorism;

(o) Purchaser acknowledges that Company and/or Ofertas may in the future be required by law to disclose Purchaser name and other information relating to these Terms, on a confidential basis, pursuant to money laundering, financing of terrorism or any such similar unlawful activities. Further, that to the best of the knowledge of Purchaser that none of the funds to be provided by Purchaser to Company and Ofertas are being tendered on behalf of a person or entity who has not been identified to Purchaser, and that Purchaser will promptly notify Company and Ofertas if Purchaser becomes aware that any such representations cease to be true, and will promptly provide Company and Ofertas with all necessary information in connection therewith.

3.Requirements To Purchase CML Tokens

(a) In order to be eligible to participate in the ICO and to make a purchase, Purchasers need to register at www.cryptomillionslotto.io and provide Company with Purchaser’s email address and such other information requested by the Company for the purpose of verification of Purchaser identity.

(b) In order to pay for any purchase of CML Tokens, Purchaser must possess and maintain a fully operational, secure and valid status Ethereum wallet which adheres to and supports the ERC-20 token standard.

4.Issue, Purchase And Sale Of CML Tokens And Ofertas Shares

(a) The total issue of CML Tokens at the ICO is fixed at 30,000,000 (thirty million) of which 5,000,000 (five million) are dedicated to the ICO referral programme and will not be entitled to Ofertas Shares. The Ofertas Shares entitlement shall apply to the remaining 25,000,000 CML Tokens for sale in the ICO. RSN warrants not to issue any further CML Tokens at any time in the future. The issue of CML Tokens at the ICO is finite to the amount above-mentioned. Any unsold CML Tokens shall remain the property of RSN, which shall be able to sell them at any future date and on such terms as it alone determines.

(b) Purchaser shall be entitled to receive Ofertas Shares in a ratio of 1 Ofertas Share for 2 CML Tokens purchased. In order to receive Ofertas Shares, Purchasers are required to open accounts with Ofertas’ DCSX authorised Listing Adviser and Broker, Amergeris Global Listing And Exchange Services N.V. (“Amergeris”), Ofertas shall provide to Purchasers the requisite Amergeris Account Opening Forms together with Guidance Notes for completion. Ofertas Shares shall be allotted to Purchaser’s Amergeris accounts once opened. Ofertas shall provide full guidance and supervision on behalf of Purchaser throughout this process. Until such times as Purchaser accounts are opened, Ofertas Shares shall be held in a Treasury account for the benefit of Purchasers. The minimum subscription is at the Company’s discretion. NOTE: Should Purchaser fail to comply with the Amergeris Account Opening process or be rejected by Amergeris, neither Company nor Ofertas assumes any responsibility or liability. In such circumstances, Purchaser will receive his/her CML Tokens as contracted, but shall forego the entitlement to Ofertas Shares and shall have no claim to any refund, reimbursement or compensation from Company and/or Ofertas.

(c) CML Tokens will only be available for sale at www.cryptomillionslotto.io. No third-party website or service is authorised to offer CML Tokens for sale during the ICO Period or to facilitate the sale or transfer of CML Tokens. As such, RSN prohibits the use of any third-party websites or services for the purchase of CML Tokens prior to the End Date of the ICO. Purchaser is required to have an ETH wallet to receive CML Tokens.

(d) During the ICO Period, RSN will provide Purchasers with a unique intermediary address. This enables Purchasers to track their CML Token purchase(s) and to receive confirmation that their purchase proceeds have been received at that address. Please note that knowledge of the unique intermediary address does not constitute a purchase receipt or indicate ownership of the CML Tokens purchased. The interface will be available at www.cryptomillionslotto.io Any further questions about the purchase of CML Tokens and Ofertas Shares should be directed to info@cryptomillionslotto.io.

(e) Subject to these Terms, Company shall have no obligation to deliver any CML Token and/or Ofertas Shares to Purchaser until Company has received (in full) the Purchase Price (as defined in Clause 4(h)) in respect of Purchaser’s application to purchase CML Tokens.

(f) Any payment for the purchase of CML Tokens and Ofertas Shares during the ICO Periods shall be made, (i) in cryptocurrency, strictly to the multi-signature address specified by Company, or (ii) if in fiat currency to Company’s bank account. or (iii) to Company’s PayPal wallet in accordance with instructions provided by Company in Schedule A. In the event that Purchaser makes payment to any other address or any other place or account, Purchaser agrees and acknowledges that such payments will not be received by Company, and Company shall be under no obligation whatsoever to deliver any CML Tokens and/or Ofertas Shares to Purchaser and Company shall have no obligations in any form or whatsoever to Purchaser in respect of such payment.

(g) Exchange Rate shall mean the live relevant conversion rates as sourced by Company from CryptoCompare.com in the case of cryptocurrencies and from https://www.xe.com in the case of fiat currencies.

(h) Purchase Price must be received in full within two hours in the case of purchases in cryptocurrency or seventy two hours in the case of fiat currency. In the case of purchases made in fiat currency, the actual Exchange Rate that shall apply will be based on the net amount of fiat currency received and converted as set out in Clause 4(g) above on the day cleared funds are received in the bank account of RSN. Purchasers should be aware and accept that the resulting amount of currency may vary from that prevailing on the date bank transfer instructions were sent by Purchaser to his/her bank. The conversion rate stipulated by RSN shall be definitive. If Company has not received the payment of the full Purchase Price in accordance with these Terms within the stipulated periods mentioned, Company reserves the right to void a Purchaser’s application and refuse Purchaser’s payment of the Purchase Price. For the avoidance of doubt, the Purchase Price will be deemed to be paid in full once Company has received three network confirmations of the transaction in the case of cryptocurrency or advice from its bankers of cleared funds in its bank account in the case of fiat currency. Company reserves the right, in its sole discretion, to modify any of the timescales described herein to account for network congestion or other technical issues.

(i) RSN warrants that it will not purchase CML Tokens in the ICO Period and Ofertas warrants that it will not purchase Ofertas Shares during the ICO Period. Furthermore, RSN and Ofertas warrant that they will not purchase CML Tokens and/or Ofertas Shares from any third party, or acquire CML Tokens and/or Ofertas Shares in any manner, or acquire future control of CML Tokens and/or Ofertas Shares, during the ICO Period and until the creation of the initial block.

5.Reporting And Disclosure Of Purchases

In order to ensure transparency and to enable Purchasers to have as much information as possible to guide their decision making, RSN will disclose the total number of CML Tokens sold, at Purchaser’s request, to enable Purchasers to have a clear understanding of the size and status of the existing CML Token pool at the time of their CML Token purchase.

6.Delivery Of CML Tokens And Ofertas Shares

The quantity of CML Tokens purchased in the ICO Periods will be delivered by the automated Smart Contract when an ETH transaction is received by the Smart Contract address and confirmed on the Ethereum blockchain. Company reserves the right to pause the Smart Contract, and/or adjust the Start Date, and/or deliver Purchaser CML Tokens up to 10 (ten) business days after the ICO End Date if necessary to resolve any unanticipated technical difficulties or delays. Company will not be held responsible if cryptocurrency is received from an incompatible wallet or Smart Contract account resulting in “lost” CML Tokens that cannot be withdrawn from the account. Ofertas Shares will be allotted to Purchaser’s Amergeris account once confirmation is received from Amergeris that such account is opened. In the interim, Ofertas Shares will be held in a Treasury account for the benefit of Purchasers (see 4.(b) above).

7.Fraudulent Attempts To Undertake Duplicate Expenditure Of Cryptocurrency

RSN will monitor all potential transactions for fraudulent attempts to duplicate expenditure of cryptocurrency. Any such identified attempts will result in no CML Tokens and Ofertas Shares being delivered to the associated Purchaser.

8.Listing Of CML Tokens On An Exchange

Company will list CML Tokens on one or more recognised exchanges. Upon such listing(s), the CML Tokens shall become freely tradeable without restriction.

9.Investment In CML Tokens And Dividends Attributable To CML Token Holders

(a) CML Tokens will provide Purchasers with a quarterly dividend (“Dividend”). CML Tokens shall carry a Dividend representing 15% (fifteen percent) of the “Gross Gaming Revenue” generated by CryptoMillionsLotto. Gross Gaming Revenue is defined as total sales of CryptoMillionsLotto after deductions for prizes paid out and prize insurance costs. The Dividend shall be payable quarterly in ETH to the registered CML Token holder’s wallets as at 31 March, 30 June, 30 September and 31 December.

(b) CryptoMillionsLotto performance will be accessible on the blockchain and Dividends will be paid on a pro rata basis to CML Token holders, registered as such on the last day of each calendar quarter. It is the responsibility of CML Token holders to ensure that the information pertaining to their wallets held by RSN is correct and up-to-date. RSN accepts no responsibility for any changes to CML Token holder wallets that have not been correctly notified to RSN. RSN shall only pay Dividends to the wallets in accordance with the information and records it holds.

10.Cancellation: Refusal Of Purchase Requests

(a) All CML Token purchases from Company are final, and there shall be no refunds or cancellations, except as may be required by applicable law or regulation or unless expressly agreed in writing by Company. To the extent permitted by applicable laws, all risks in relation to any refund of payment made during the ICO Period shall be borne solely by Purchaser.

(b) Company reserves the right to refuse or cancel CML Token & Ofertas Share applications at any time at its sole discretion.

11.Security

Purchasers are responsible taking all reasonable measures for securing the wallet, vault or other storage mechanism they use to receive and hold CML Tokens purchased from Company, including any private key(s) or other credentials necessary to access such storage mechanism(s). If Purchaser’s private key(s) or other access credentials are lost, Purchaser may lose access to his/her CML Tokens. Company is not responsible for any losses, costs or expenses relating to lost key and/or access credentials.

12.Personal Information

Company may, at its sole discretion, determine that it is necessary to obtain certain information about Purchasers in order to comply with applicable laws and/or regulations in connection with the sale of CML Tokens and Ofertas Shares to Purchasers. Purchasers hereby agree to provide Company such information upon request. Purchasers acknowledge that Company may refuse to sell CML Tokens and deliver Ofertas Shares until such requested information has been provided and Company has determined that it is permissible to effect the sale of CML Tokens and/or delivery of Ofertas Shares under such applicable laws or regulations.

13.Taxes

The sale price of CML Tokens and ownership of Ofertas Shares is exclusive of all applicable taxes. Purchasers are responsible for determining what, if any, taxes apply or might apply to their purchases and ownership of CML Tokens and Ofertas Shares. It is the responsibility of Purchaser to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. Company is not responsible for withholding, collecting, reporting, or remitting any taxes arising from the purchase of CML Tokens and delivery of Ofertas Shares made by any Purchaser.

14.Risks Associated With The Purchase Of CML Tokens And Ofertas Shares

The purchase of CML Tokens carries significant risk. Prior to purchasing CML Tokens, Purchaser should carefully consider the non-exhaustive types of risks set out hereunder and, to the extent necessary, consult a lawyer, accountant, qualified financial adviser and/or tax professional prior to deciding whether to purchase CML Tokens and receiving Ofertas Shares. By purchasing and owning CML Tokens and Ofertas Shares, Purchasers expressly acknowledge and assume the following risks:

(a) It is possible that the value of cryptocurrencies, including CML Tokens could decline significantly in the future, depriving RSN of sufficient resources to continue to operate. In order to guard against this risk, RSN intends regularly to convert proceeds from the sale of CML Tokens and revenues generated from the CML Platform into fiat currencies instead of retaining cryptocurrencies..

(b) The value of cryptocurrencies have been subject to much volatility and price fluctuations and may continue to be so subject in the future. If their value fluctuates unfavourably during or after the ICO, RSN may not be able to fund the marketing of CryptoMillionsLotto as planned, and/or may not be able to develop or maintain the CML Platform in the manner that it had intended. Any of the foregoing could impact adversely on the liquidity and value of CML Tokens.

(c) As stated above, CML Tokens will be stored in a wallet, which can only be accessed with a password selected by Purchaser. If a Purchaser of CML Tokens does not maintain an accurate record of their password, this may lead to the loss of CML Tokens. Consequently, Purchasers must guard their password in one or more backup locations that are well segregated from the primary location. A loss of the password/key may lead to the loss of CML Tokens.

(d) Cryptocurrencies have been the subject of regulatory scrutiny by various regulatory bodies around the world. CryptoMillionsLotto and CML Tokens could be negatively impacted by one or more regulatory enquiries or regulatory action, which could impede or limit the ability of RSN to continue in business.

(e) Hackers or other groups or organizations may attempt to steal the revenue from the ICO, thus potentially impacting on the ability of RSN to market and operate CryptoMillionsLotto. To address this risk, RSN has and will continue to implement comprehensive security precautions to safeguard the funds received from the sale of CML Tokens. Multi-factor security measures will be taken to protect funds and CML Tokens as well as regular conversion of cryptocurrencies into fiat currencies deposited in Company’s bank account.

(f) There is a risk that RSN or other third parties not directly affiliated with RSN might introduce weaknesses or bugs into the core infrastructural elements of the CML Platform causing the system to lose cryptocurrencies stored in one or more Purchaser accounts or other accounts. RSN has taken steps to build, maintain, and secure the infrastructure of the CML Platform, and will continue to do so after the ICO.

(g) As with other cryptocurrencies, the blockchain used for the CML Platform is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks and race condition attacks. Any successful attacks present a risk to the CML Platform.

(h) CML is a new product, thus contributing to price volatility that could adversely affect the value of CML Tokens. The factors affecting the further development of the digital assets industry, as well as the CML Platform, include, (i) continued worldwide growth in the adoption and use of CML Tokens and other digital assets; (ii) government and quasi-government regulation of CML Tokens and other digital assets and their use, or restrictions on or regulation of access to and operation of the CML Platform or similar digital asset systems; (iii) changes in consumer demographics and public tastes and preferences; (iv) the introduction, availability and popularity of other similar and competing products; and (v) general economic conditions and the regulatory environment relating to the CML Tokens and digital assets. A failure or delay to monitor correctly and upgrade the protocol could damage the CML Platform and the value of CML Tokens. (i) The value of Ofertas Shares may be affected by uncertainties such as international political developments, changes in government policies, terrorism, acts of war, political and civil unrest, changes in taxation, restrictions on foreign investment and currency remittances or repatriation, currency fluctuations and other developments in the laws and regulations, including gambling laws and licenses of countries where Ofertas and its subsidiaries operate now and in the future. (j) The market in Ofertas Shares may prove to be illiquid, subject to high levels of price fluctuations, from time to time. Ofertas Shares may experience significant volatility and/or lack of liquidity, potentially affecting the ability to dispose of investments at favourable prices. As an international company, foreign exchange risks exist that could work to the detriment of Purchaser’s base currency when translated.

(k) The ownership of Ofertas Shares is only suitable for Purchasers who are familiar with and willing to accept higher risks. The DCSX is for companies in the earlier stages of development and have not yet been fully tested in the public marketplace. Ofertas plans to migrate or dual list on the London Stock Exchange in 2018, but this planned move cannot be assured.

(l) Whilst Company and Ofertas expect that the capital raised through the ICO will be sufficient to support the current business plan in the medium term, it is possible that unforeseen events or new business opportunities will necessitate the raising of further capital. Such an eventuality might result in the dilution of the holdings of Ofertas Shares.

(m) Cryptocurrency exchanges on which CML Tokens are expected to be listed and trade are relatively new and largely unregulated and may therefore be more exposed to fraud, hackers and failure than established, regulated exchanges for other products, e.g. regulated stock exchanges. To the extent that the cryptocurrency exchanges representing a substantial portion of the volume in CML Tokens trading are involved in fraud or experience security failures or other operational issues, such cryptocurrency exchange failures may result in a reduction in the price and could adversely affect the value of CML Tokens. A lack of stability in the cryptocurrency exchanges and the closure or temporary shutdown of cryptocurrency exchanges due to fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in CML Tokens and result in greater volatility in their price.

(n) It is possible that CryptoMillionsLotto will not be played by a large number of individuals, or that there will be limited public interest. Such a lack of use or interest could negatively impact the business on RSN and therefore the potential value and worth of the CML Tokens.

(o) Risk of dissolution of Company due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of other cryptographic and fiat currencies, decrease in the value of CML Tokens, the failure of commercial relationships, the platform may no longer be viable to operate or Company may dissolve or enter into administration.

(p) Because CML Tokens confer no governance rights to Company, all decisions involving Company’s products within the CML Platform or the Company itself will be made by the Company at its sole discretion, including, but not limited to, decisions to discontinue or change its products on the CML Platform, or to sell (part or all) or liquidate Company. Such decisions could adversely affect the value of CML Tokens.

(q) Political or economic crises or uncertainty may lead to large-scale sales of CML Tokens and/or Ofertas Shares, which could result in a reduction in the price and adversely affect the value of CML Tokens and/or Ofertas Shares and other similar digital assets, which being relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of transacting, and it is unclear how such supply and demand will be impacted by geopolitical events. Large-scale sales of CML Tokens and/or Ofertas Shares would result in a reduction in the price and adversely affect the value of CML Tokens and Ofertas Shares.

(r) CML Tokens transactions are irrevocable and if they are incorrectly transferred or stolen, CML Tokens may be irretrievable. As a result, any incorrectly executed CML Token transactions could adversely affect the price and value of CML Tokens. Token transactions are not reversible without the consent and active participation of the recipient of the transaction. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of CML Tokens or a theft of CML Tokens generally will not be reversible and there may be no compensation for any such transfer or theft. Such loss could adversely affect the value of CML Tokens. All Purchases of CML Tokens and Ofertas Shares are final and non-refundable. By purchasing CML Tokens, Purchaser acknowledges that neither RSN nor Ofertas is required to provide a refund for any reason and that Purchaser will not receive any money or other form of compensation.

(s) Because CML Tokens are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on CML Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the CML Tokens.

(t) Unlike bank accounts or accounts at some other financial institutions, CML Tokens are not insured, unless Purchaser specifically obtains private insurance for own account and benefit. Thus, in the event of loss, there is no public insurer or private insurance arranged by Company to offer recourse to Purchaser.

(u) The tax categorization of CML Tokens is uncertain. Purchasers should seek tax advice in connection with purchasing and ownership of CML Tokens and Ofertas Shares, which could result in adverse tax consequences for Purchaser.

15.Force Majeure

RSN and Ofertas are not liable for failure to perform solely caused by delays in delivery of materials, embargoes, government orders, acts of civil or military authorities, acts of civil unrest, war or other military conflicts, labour unrest and strike action, acts by common carriers, emergency conditions (including weather conditions), or any similar unforeseen event that renders performance commercially impossible or implausible. If an event of force majeure occurs, the party injured by the other’s inability to perform may elect to suspend the transaction, in whole or part, for the duration 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.

16.Indemnification

(a) To the fullest extent permitted by applicable law, Purchaser will indemnify, defend and hold harmless Company and Ofertas and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to, (i) Purchaser’s purchase and ownership of CML Tokens and Ofertas Shares; (ii) Purchaser’s responsibilities or obligations under these Terms; (iii) Purchaser’s violation of any of these Terms; or (iv) Purchaser’s violation of any rights of any other person or entity.

(b) Company and Ofertas reserve the right to exercise sole control over the defence, at Purchaser expense, of any claim subject to indemnification under this Clause 16. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any written agreement between Purchaser and Company.

17.Disclaimers

(a) PURCHASER ACKNOWLEDGES AND ACCEPTS THAT PURCHASER IS PURCHASING CML TOKENS AND RECEIVING OFERTAS SHARES AT PURCHASER’S SOLE RISK AND RESPONSIBILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY COMPANY, (i) CML TOKENS AND OFERTAS SHARES ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND COMPANY AND OFERTAS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE CML TOKENS AND OFERTAS SHARES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT; (ii) COMPANY AND OFERTAS DO NOT REPRESENT OR WARRANT THAT THE CML TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET PURCHASER REQUIREMENTS, OR THAT DEFECTS IN THE CML TOKENS AND/OR OFERTAS SHARES WILL BE CORRECTED; AND (iii) COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE CML TOKENS OR THE DELIVERY MECHANISM FOR CML TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

(b) Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Clause 17 may not apply to certain Purchasers.

18.Limitation Of Liability

(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (i) IN NO EVENT WILL COMPANY OR OFERTAS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, CAPITAL, INCOME OR PROFITS, LOSS OF DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR OWNERSHIP OF CML TOKENS OR OFERTAS SHARES OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE CAUSE OR BASIS (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (ii) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS, EXCEED THE AMOUNT PAID BY PURCHASER TO COMPANY FOR CML TOKENS AND OFERTAS SHARES.

(b) THE LIMITATIONS SET FORTH IN CLAUSE 18 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY OR OFERTAS.

(c) Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Clause 18 may not apply to certain Purchasers.

19.Release

To the fullest extent permitted by applicable law, Purchaser releases Company and Ofertas from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between CML Token holders and disputes between holders of Ofertas Shares and the acts or omissions of third parties. Purchaser expressly waives any rights Purchaser may have under any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which Purchaser knows or believes to exist in Purchaser’s favour at the time of agreeing to this release.

20.Governing Law And Dispute Resolution

(a) These Terms and any dispute or claim, whether contractual or otherwise arising out of or in connection with it or its subject matter will be governed by and construed in accordance with the Laws of England and Wales without regard to any portion of its choice of law principles which might provide for application of a different jurisdiction’s law.

(b) Any dispute (“Dispute”), whether contractual or otherwise, arising out of or in connection with these Terms (including any question regarding its existence, validity or termination) shall first be notified in writing by the aggrieved party (whether Purchaser or Company or Ofertas) to the other party so that Purchaser and Company and/or Ofertas can attempt in good faith to resolve the Dispute formally.

Notice to Company must be sent by e-mail to Company or Ofertas at info@cryptomillionslotto.io.

Notice to Purchaser will be sent by Company by email to the email address provided to Company by Purchaser. Notices must include, (i) name, postal address, email address and telephone number; (ii) a description in reasonable detail of the nature or basis of the Dispute; and (iii) the specific relief that is sought. If Purchaser and Company or Ofertas cannot agree how to resolve the Dispute within 30 days after the date notice is received by the applicable party, then both Parties agree to submit the Dispute to the Courts of England and Wales, which shall have exclusive jurisdiction to determine the outcome. RSN and Ofertas will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.

21.Privacy

Although RSN and Ofertas require that Purchasers provide an email address and other personal information, RSN and Ofertas will not publish any identifying information related to a CML Token purchase or Ofertas Shares delivery, without the prior written consent of Purchaser, except as required by law. Purchasers may be contacted by email by RSN and/or Ofertas regarding a purchase of CML Tokens and delivery of Ofertas Shares. Such emails will be informational only.

22.Entire Agreement

These Terms set forth the entire understanding between each Purchaser, RSN and Ofertas with respect to the purchase and sale of CML Tokens and delivery of Ofertas Shares. For facts relating to the sale and purchase, Purchaser agrees to rely only on this document and the Whitepaper (Private Placement Memorandum in the case of U.S. Accredited Investors) in determining purchase decisions and understands that these documents govern the sale of CML Tokens and delivery of Ofertas Shares and supersede any public statements about the ICO made by any third parties or by RSN or Ofertas during the ICO.

23.Severability

Purchaser, RSN and Ofertas 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.

24.No Waiver

The failure of RSN and/or Ofertas to require or enforce strict performance by Purchaser of any provision of these Terms or RSN’s or Ofertas’ failure to exercise any right under these agreements shall not be construed as a waiver or relinquishment of RSN’s or Ofertas’ right to assert or rely upon any such provision or right in that or any other instance. The express waiver by RSN and Ofertas 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 this these Terms, no representations, statements, consents, waivers, or other acts or omissions by RSN and/or Ofertas shall be deemed a modification of these Terms nor be legally binding, unless documented in physical writing, hand signed by Purchaser and a duly appointed officer, employee, or agent of RSN and/or Ofertas.

25.Updates To The Terms And Conditions Of The ICO

RSN 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 at www.cryptomillionslotto.io. Any Purchaser will be deemed to have accepted such changes by purchasing CML Tokens and receiving Ofertas Shares. The Terms may not be otherwise amended except in a signed writing executed by both Parties. For purposes of this agreement, “writing” includes an e-mail message and also an electronic signature. If at any point a Purchaser does not agree to any portion of the then current version of the Terms, such Purchaser should not purchase CML Tokens or receive Ofertas Shares.

26.Further Information

For further information regarding the ICO, please contact info@cryptomillionslotto.io.

SCHEDULE A – PAYMENT INSTRUCTIONS

FOR TRANSFERS IN ETH TO RSN WALLET: 0x1851466925F079EF66e31a961d42F0E6c5e29Eaf

 

FOR TRANSFERS IN BTC TO RSN WALLET: 1PRe4okj35chcSfobj5RwbyMJX3icDBcTY

 

FOR PAYMENTS IN FIAT CURRENCIES (EUR OR GBP) VIA BANK TRANSFER

 

1) FOR TRANSFERS IN EURO

INTERMEDIARY BANK: NOVO BANCO, S.A.

ADDRESS: 1250-142, Portugal, Lisboa, Av. da Liberdade, 195

SWIFT (BIC): BESCPTPL

IBAN: PT50 0007 0000 0025 0416 3652 3

BENEFICIARY BANK: SOUTH AMERICAN INTERNATIONAL BANK

(CURACAO)N.V.

ADDRESS: Plasa Smeets # 6, Willemstad, Curacao

SWIFT (BIC): SAINCWCU

For Further Credit:

CUSTOMER NAME: RSN ENTERTAINMENT LTD

ADDRESS: 71-75 Shelton Street, London WC2H 9JQ, UK

ACCOUNT NUMBER: EURO 4125990100308

PAYMENT DETAILS: RSN ENTERTAINMENT CYRPTOMILLIONSLOTTO

 

2) FOR TRANSFERS IN GBP

INTERMEDIARY BANK: NOVO BANCO, S.A.

ADDRESS: 1250-142, Portugal, Lisboa, Av. da Liberdade, 195

SWIFT (BIC): BESCPTPL

IBAN: PT50 0007 0000 0025 0416 3652 3

BENEFICIARY BANK: SOUTH AMERICAN INTERNATIONAL BANK (CURACAO) N.V.

ADDRESS: Plasa Smeets # 6, Willemstad, Curacao

SWIFT (BIC): SAINCWCU

For Further Credit:

CUSTOMER NAME: RSN ENTERTAINMENT LTD

ADDRESS: 71-75 Shelton Street, London WC2H 9JQ, UK

ACCOUNT NUMBER: GBP 4135990100009

PAYMENT DETAILS: RSN ENTERTAINMENT CYRPTOMILLIONSLOTTO

GET IN TOUCH

+44 7578 066 616

RSN Entertainment Ltd
71-75 Shelton Street
London, WC2H 9JQ
United Kingdom