This Legal Disclaimer is provided for informational purposes only and does not constitute business, investment, legal, tax, or other professional advice. You must conduct your own due diligence and consult your own professional advisors as you deem necessary.
1. No securities, no equity, no profit rights, no guaranteed functionality
The FORGE token(s) to be issued and distributed (the “Tokens”) are not intended to constitute securities and/or collective investment units in any project, platform, association, company, or entity of any kind. Participants do not receive any form of dividend, revenue share, or other revenue rights, nor does participation represent any participation in a profit sharing scheme, unless and until any such rights are expressly approved by ValleyDAO and any other required or materially affected stakeholders, set out in a binding written amendment or separate agreement, and implemented in compliance with applicable laws and regulations
The Tokens are not intended to be used as a means of payment or similar.
Any functionality of the Tokens, including any potential rewards, polling or governance-related features, and/or similar utilities, may be decentralized, programmatic, and subject to change, modification, suspension, or discontinuation. Except as expressly set forth in the IPT Membership Agreement (and any written governance agreement(s) adopted under it in the future), there is no right, claim, guarantee, or similar assurance regarding any such functionalities.
2. Relationship to the IPT Membership Agreement
If you acquire or hold Tokens that are subject to the IPT Membership Agreement, you acknowledge that the IPT Membership Agreement sets out the contractual terms governing membership related rights and obligations connected to such Tokens, including any participation in governance processes
In the event of any inconsistency between this Legal Disclaimer and the IPT Membership Agreement with respect to membership related rights and obligations, the IPT Membership Agreement controls.
Nothing in this Legal Disclaimer grants any license, access right, or other rights to intellectual property, deliverables, reports, data, or other project outputs, except to the extent expressly granted in writing in the IPT Membership Agreement or a written governance agreement.
3. Application to secondary acquisitions
This Legal Disclaimer applies to any acquisition, holding, use, or disposition of Tokens, regardless of how the Tokens are acquired, including through a decentralized exchange, secondary market transaction, or any peer to peer transfer. Any person acquiring Tokens in any such manner is deemed to have received, understood, and accepted this Legal Disclaimer, and any such acquisition is undertaken solely at the acquirer’s own risk and responsibility, subject at all times to applicable law and any applicable contractual terms (including, where relevant, the IPT Membership Agreement and any governance agreement(s) referenced therein).
4. No warranties; no reliance
ValleyDAO makes no warranty or representation, whatsoever, with respect to the tokens and the nature of the tokens, including, but not limited to any (I) warranty of merchantability; (ii) warranty of fitness for a particular purpose; (iii) warranty of title; or (iv) warranty against infringement of intellectual property rights of a third party; whether arising by law, course of dealing, course of performance, usage of trade, or otherwise.
Except as expressly set forth herein or in the IPT membership agreement (and any governance agreement(s) referenced therein, if any), the participant acknowledges that it has not relied upon any representation or warranty made by ValleyDAO, or any other person on ValleyDAO's behalf.
5. Participant’s representations
By participating in the token sale, and/or by acquiring Tokens in any manner, the participant represents, warrants, and agrees that:
5.1 Own account; no agency
The participant is participating for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof.
5.2 Compliance with law. The participant has satisfied itself as to the full observance of the laws of its jurisdiction in connection with participation in the token sale and/or the acquisition, holding, transfer, or use of Tokens, including (i) the legal requirements within its jurisdiction, (ii) any foreign exchange restrictions applicable to such participation, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant. The participation, acquisition, holding, transfer, and use of any Tokens will not violate any applicable laws of the participant’s jurisdiction.
5.3 Reliance; ongoing accuracy
The participant acknowledges that ValleyDAO and others will rely upon the truth and accuracy of the acknowledgments, representations, and covenants contained herein, and agrees that if any of the acknowledgments, representations, or agreements deemed to have been made are no longer accurate, the participant shall promptly notify ValleyDAO.
5.4 Risk acknowledgement
The participant understands that participation in the token sale and/or acquisition, holding, use, or disposition of Tokens involves significant risks, all of which the participant fully and completely assumes, including, but not limited to, the risk that (i) the technology associated with the network or the Tokens will not function as intended; (ii) the token launch and/or token auction will not be completed; (iii) the network and the Tokens will fail to attract sufficient interest from users; and (iv) ValleyDAO, its affiliates, the network, or the Tokens may be subject to inquiries, investigations, and/or punitive actions from governmental or regulatory authorities.
5.5 Sophistication; ability to bear loss. The participant is financially sophisticated and has such knowledge and experience in financial and business matters that the participant is capable of fully evaluating the merits and risks of participating in the token sale and/or acquiring Tokens. The participant is able to incur a complete loss without impairing the participant’s financial condition and is able to bear the economic risk of such participation for an indefinite period of time.
5.6 Technical understanding
The participant has sufficient technical understanding of cryptographic tokens, network protocols, smart contracts, token storage mechanisms, and distributed networks or distributed ledger technology in general to understand and appreciate the risks and implications of participating in the token sale and/or acquiring Tokens.
5.7 “As is”; under development; no guarantees
The participant understands and expressly accepts that the tokens will be created and delivered at the sole risk of the participant on an “as is,” “under development,” and “as available” basis, without warranties of any kind. Without limiting the generality of the foregoing, the participant assumes all risk and liability for the results obtained by the use of any tokens, and regardless of any oral or written statements made by valleydao, by way of technical advice or otherwise, related to the use of the tokens.
5.8 No solicitation; no advice
Any information related to the Tokens and/or ValleyDAO is not to be construed as any sort of solicitation, recommendation, offer, or advice of any kind, including business, investment, legal, or tax advice. Any such information is of a general nature and does not purport to contain all information a specific individual may require.
5.9 Informed decision
The participant acknowledges that it has acquired sufficient information to make an informed decision and that the participant has made such an informed decision. The participant acknowledges that it has been advised to consult with, and has consulted with, the participant’s own attorney, accountant, tax advisor, and investment advisor with respect to the participation.
6. Transfers and resale
Tokens may be subject to restrictions on transfer, resale, or use arising from applicable law, technical constraints, and/or contractual terms (including the IPT Membership Agreement). Any transfer, resale, or other disposition is solely the participant’s responsibility to assess and conduct in compliance with applicable law and applicable contractual terms.
7. Taxes; indemnity
The participant bears sole responsibility for any taxes as a result of the matters and transactions contemplated by the token sale and any future acquisition, ownership, use, sale, transfer, or other disposition of Tokens. This includes any tax implications associated with any determination that the Tokens do represent a security, a right to a security, an asset or commodity, a right to an asset or commodity, a utility, or a use right.
The participant agrees to indemnify, defend, and hold harmless ValleyDAO and any of its affiliates, directors, officers, employees, contributors, advisors, or agents (including developers, auditors, contractors, or founders) from and against any claim, liability, assessment, penalty, or expense (including reasonable attorneys’ fees) arising out of or relating to the participant’s participation in the token launch or auction, or the acquisition, use, ownership, or disposition of Tokens, including with respect to any taxes associated with or arising therefrom, to the maximum extent permitted by law.
8. Restrictions on participation
The following restrictions apply to participation in the governance of ValleyDAO by holding the FORGE token, in addition to any other restrictions that may apply depending on applicable law of the participant (for which the participant bears sole responsibility):
8.1 Prohibited persons. No entity, person, or body corporate, nor any affiliates or beneficial owners of the same, who is deemed a Prohibited Person may own, buy, or sell the FORGE token described herein.
For the purposes hereof, “Prohibited Person” means any individual or legal entity or person, including a government or political subdivision or an agency or instrumentality thereof, that is: (i) a national or resident of, or legal entity formed or incorporated within or subject to the laws of, any United States embargoed or restricted country; (ii) a national or resident of, or legal entity formed or incorporated within or subject to the laws of, the Republic of Cuba, Democratic People’s Republic of North Korea, Islamic Republic of Iran, Libya, People’s Republic of China, Republic of South Sudan, Republic of Sudan, Syrian Arab Republic, or the Crimea region; (iii) included on, or affiliated with any person included on, the United States Commerce Department’s Denied Persons List, Entities List, or Unverified List; the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List; Specially Designated Narcotics Traffickers; Specially Designated Terrorists; or the Annex to Executive Order No. 13224; the U.S. Department of State’s Debarred List; or UN sanctions; (iv) a person with whom business transactions, including exports and re exports, are restricted by a United States governmental authority, including each item listed in the foregoing clauses (i), (ii), (iii), and (iv), and any updates or revisions thereto and any newly published rules therefor; or (v) a subject or target of any other economic sanctions administered or enforced by Switzerland, the United Nations, the European Union, or the United Kingdom.
