RISE ABOVE - gcox.com whitepaper.pdf · Value Proposition Celebrities are not just people – they...
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RISE ABOVE www.gcox.com WHITEPAPER updated 24 February 2018
Transcript of RISE ABOVE - gcox.com whitepaper.pdf · Value Proposition Celebrities are not just people – they...
RISE ABOVE
www.gcox.com
WHITEPAPER
updated 24 February 2018
ABOUT ACCLAIM TOKENS AND GLOBAL CRYPTO OFFERING EXCHANGE (“GCOX”)
This White Paper summarises the principal ideas for the proposed Initial Token Offering (“ITS”) of ACCLAIM Tokens and Applause Tokens (the “Tokens”) by GCOX LTD (Company Number 1970671) (a private company limited by shares)(“Issuer”) and its related information. This White Paper in current form is circulated for general information and to invite participant feedback only on the GCOX Platform and the Tokens as presently conceived, and is subject to review and revision by the Issuer. It is fully subject to the terms and conditions contained in the Section of this White Paper entitled “Important Information”.
Please do not replicate or distribute any part of this White Paper without this disclaimer in accompaniment. The information set forth below may not be exhaustive and no part of this White Paper is intended to create legal relations between a recipient of this White Paper and the Issuer, or to be legally binding or enforceable by such recipient against the Issuer. An updated version of this White Paper may be published at a later date and announced by the Issuer in due course.
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PREFACE: REDEFINING POPULARITY THROUGH ACCLAIM
According to William Shakespeare, celebrities are celestial. They sparkle and shine, exhibiting a glow of their own amidst the glitz and glamour of stardom. The nature of fame has transformed dramatically in the age of technology. Gone are the days where celebrities are ‘forgotten’. The advent of social media has made it possible for a once-forgotten star to be relevant again. A tweet, a post or a single vlog could be all that is needed to revitalise their popularity. Even for celebrities who have committed social faux pas, it is still possible that they rebuild their popularity and brand by taking to their social media accounts to apologise or explain themselves.
The emergence and development of mobile technology and smartphones in the last two decades has had a significant impact on communication and the media across the globe. The Internet has put connectivity and social media interaction in the palms of both the users and market makers, creating new ways in which brands and celebrities engage with their fans and the public.
As the number of social media followers of celebrities grow, so does their fan base and popularity. In fact, social media followership on channels such as Facebook, Instagram, and Twitter have become somewhat of a popularity indicator. Through greater engagement that is more intimate and personal via these various social media channels, celebrities have now begun to capitalise on their huge fan bases and public followings. Some have even taken their social media engagement to the next level by monetising them through the sale of their merchandise, promoting fan meet-ups and organizing concert ticket giveaways, thus further fuelling fan loyalty and affection.
Yet, the question remains: are these popularity indices, which are based on social media followership, true indicators of a celebrity’s popularity? Are renowned popularity listings such as the Billboard Hot 100 or Forbes Top 100 Brands true measures of popularity? What exactly goes into formulating these rankings that provides legitimacy for the public? Fans have often debated on the way in which a celebrity’s popularity is measured. We have never been able to create a popularity listing that is truly indicative of the laissez-faire free market perception, until now.
GCOX is the world’s first platform of its kind where celebrities and brands are able to capitalise on b lockcha in techno logy, a h igh ly secure and dependable distributed protocol, to truly revolutionise and redefine popularity and celebrity culture like never before. This platform also allows celebrities, at the different stages of their celebrity life cycle, to develop, monetise and revitalise their popularity through the various mediums that are housed on the ACCLAIM blockchain, the foundation blockchain on which the DEX (as defined herein) is housed.
Popularity and stardom often rise and fall as celebrities come and go. Despite this volatility, GCOX aims to immortalise popularity and stardom.
POPULARITY
ABOUT ACCLAIM TOKENS AND GLOBAL CRYPTO OFFERING EXCHANGE (“GCOX”) 1
PREFACE: REDEFINING POPULARITY THROUGH ACCLAIM 2
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1. BACKGROUND1.1. Premise1.2. Potential1.3. Value Proposition1.4. Mission and Vision
2. SCOPE2.1. Celebrity Life Cycle2.2. Revenue Streams
3. CORE TEAM3.1. Notable Private Investors3.2. Governance Advisory Board3.3. Technology Advisory Board3.4. Blockchain Advisory Board3.5. Legal Advisory Board3.6. Founders Team3.7. Management Team3.8. Strategic Partners
4. TECHNICAL OVERVIEW – GCOX PLATFORM 4.1. GCOX platform
5. ACCLAIM PLATFORM FEATURES5.1. ACCLAIM Tokens5.2. Applause Tokens5.3. Celebrity Tokens5.4. Currency Tokens5.5. DEX5.6. Celebrity ICO Platform
6. ACCLAIM BLOCKCHAIN FEATURES6.1. ACCLAIM BLOCKCHAIN6.2. Applause Token Generation Model6.3. Transactions6.4. Network 31
CONTENTS
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7. LAUNCH SUMMARY7.1 Token Sale Information7.2 Tokens Allocation7.3 Token Sale Proceeds7.4 Distribution of Tokens7.5 Roadmap and Milestones
8. CORPORATE GOVERNANCE
9. RISK MANAGEMENT
IMPORTANT INFORMATION
DISCLAIMER OF LIABILITY
NO REPRESENTATIONS AND WARRANTIES
REPRESENTATIONS AND WARRANTIES BY YOU
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
THIRD PARTY INFORMATION AND NO CONSENT OF OTHER PERSONS
TERMS USED
NO ADVICE
NO FURTHER INFORMATION OR UPDATE
RESTRICTIONS ON DISTRIBUTION AND DISSEMINATION
RISKS AND UNCERTAINTIES 46
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10. CONCLUSION
1. BACKGROUND
Premise
The rapid rise of blockchain technology has enabled us to conceive of new ways to transact, do business, and interact. Just like in the early 90s, when the internet revolutionised and democratised communication, blockchain technology is revolutionising the way we transact and democratise value and trust. The unstoppable force of blockchain and its cryptocurrencies is influencing and restructuring the modern financial infrastructure through a unique instrument called the Initial Coin Offering (“ICO”).
As a result, the venture capital industry has begun to take a good hard look at this new financial instrument, also known as ‘token sales’ or ‘token launches’. These ‘token sales’ are a new crowdfunding phenomenon fuelled by a convergence of blockchain technology, new wealth, and crypto-participants. It is so revolutionary that we can now re-define popularity on a global scale, reaching billions of fans worldwide.
Potential
Over the years, celebrities, stars, and industry icons have used social media platforms such as Twitter, Tumblr, Facebook, Weibo, and Instagram to successfully boost their popularity and keep their brand names current. In a forecast by an industry expert, eMarketer, the ad spend on social networks will reach US$35 billion and this figure is expected to grow year on year.1
The amount of money raised from ICOs in 2017 alone is in excess of US$4 billion2 and has surpassed early venture capitalist funding for start-ups. An ICO has become an additional platform for companies to raise money from users and participants via the release and sale of its own tokens. Upon purchase, users and participants will then own such utility tokens, which may be redeemed for products and services, on these specialised utilisation platforms.
Celebrities have the ability to influence and impact millions of people across the globe when they tokenise their popularity. By engaging directly with their fans and followers on social media, celebrities are able to leverage on the influence they have over their fans to make positive changes, enhance their career growth or promote their philanthropic and charitable causes.
The extensive reach of social media provides huge potential for celebrities to capitalise their popularity. All it takes is a tweet, a status update, or a photo to keep them constantly engaged in the public sphere, enhancing their popularity and increasing their personal and commercial value.
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1. eMarketer, “Social Network Ad Spending to Hit $23.68 Billion Worldwide in 2015”, eMarketer (15 April 2015) <http://www.emarketer.com/Article/Social-Network-Ad-Spending-Hit-2368-Billion-Worldwide-2015/1012357> (accessed 2 Jan 2018).
2. Guest Author, “ICOs Raised $4 Bln in 2017, What 2018 Has in Store”, The Cointelegraph (31 December 2017) <https://cointelegraph.com/news/icos-raised-4-bln-in-2017-what-2018-has-in-store> (accessed 27 Dec 2017).
Value Proposition
Celebrities are not just people – they are their own brands. Whether they make music, star in blockbusters, write award-winning novels or score the most goals in the World Cup tournament, they capitalise on their brand image for monetary purposes. Many celebrities are also the faces of other brands in their sponsored tweets and Facebook posts.
As rules of engagement constantly change, celebrities can now capitalise on social media endorsements to rapidly grow their popularity and stardom. The birth of blockchain allows them to leverage on their popularity by listing on a decentralised popularity index.
Blockchain, a decentralised distributed platform, is the technology that powers this potential. Its future development trends and values are also expected to grow and expand with time. This new form of crowdfunding in the cryptocurrency world called the ICO has paved new ways for celebrities to monetize their popularity, and in some situations, kickstart their careers.
Celebrities, fans, and participants will benefit greatly from this platform. They will be able to use these tokens to redeem for various services that the relevant celebrity may provide, under our specialised Celebreneur, Celeb-connect and Celeb-charity platforms.
Mission and Vision
We are redefining popularity by cryptonising a celebrity’s popularity on a global cryptographic token offering exchange that is powered by blockchain technology. We aspire to be the platform of choice for celebrities who wish to bring their stardom and popularity to the next level.
GCOX Vision:
(a) To be a global leader in the popularity index and the choice popularity index forcelebrities.
(b) To be the platform of choice for fans to connect and engage with their idols andcelebrities.
GCOX Mission:
To bring business fundamentals to the world of blockchain and create value for fans, celebrities and investors.
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1.3.
1.4.
SCOPE 2.
The scope of the project can be defined by answering the following questions:
(a) Who are our customers?
(b) What are their needs?
(c) How does GCOX address those needs?
Our primary customers are intended to be celebrities. GCOX provides solutions for each celebrity from every stage in the celebrity life cycle. A celebrity life cycle begins from the introduction stage, followed by the stages of growth, maturity, and decline, before reaching the final decision point. Regardless of the stage a celebrity is in, GCOX has the solution to meet his or her needs.
For example, celebrities in the Introduction and Growth stages could leverage on the GCOX platform to promote, enhance, and expand their popularity. GCOX will address celebrities’ needs through its ICO platforms for fundraising, as well as their access campaign platforms to promote their outreach and brand to fans as well as the masses.
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Celebrity Life Cycle2.1.
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INTRODUCTION
GROWTH
MATURITY
DECLINE
DECISION POINT
This is the stage where a celebrity is fast gaining popularity after being introduced to the world. At this point, celebrities are usually supported by not only core fans but also peripheral fans. In tandem with their growing popularity, the opportunity to further their career and establish their celebrity brand also grows. GCOX aims to support celebrities in this phase through raising funds and supporting activities that could propel the celebrities to the next stage of stardom.
This is the stage where a celebrity has established his or her popularity and possesses a unique celebrity brand. Since the celebrity at this stage is able to utilise his or her popularity to mobilise fans on a massive scale, the potential to upscale and enhance his or her career is limitless. GCOX aims to support celebrities in this phase through raising funds and supporting activities that will enable them to capitalize on this stage to its maximum potential and to sustain their popularity momentum.
This is the stage where a celebrity’s popularity is declining. Celebrities at this stage are beginning to lose exposure and fame resulting in a decline in brand influence. GCOX aims to support celebrities in this phase to raise funds and support activities that can enhance, prolong, and re-accelerate their career development.
This is the stage where a celebrity is first introduced to the world. At this stage, the support by and exposure to fans may be limited and small as the celebrity would still be new in the celebrity market. With much competition in this phase of the life cycle, there is an urgency to swiftly grow the celebrity’s brand (popularity) and capture the potential market. GCOX aims to support celebrities in this phase by raising funds and enhancing their brand promotion as well as expose them to a larger audience to effectively accelerate their career development.
This is the stage where a celebrity’s popularity has declined. Celebrities at this stage are supported mainly by their core fans. With limited exposure to the market and forgotten by many, there is a need to actively promote their name and activities. GCOX aims to support celebrities in this phase through raising funds and reviving their careers by supporting activities that will allow them to reconnect with the public.
Whether celebrities wish to fundraise through an ICO or to conduct timely engagement sessions (a. Celebreneur, b. Cele-connect, c. Celeb-charity), GCOX has the solution and platform to meet their needs of at every stage of their celebrity life cycle.
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CELEBRITY LIFE CYCLE
Revenue Streams2.2.
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CORE BUSINESS
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TradeTrade
Purchase
Redeem
Donate
Purchase
ACCLAIM(ACM)
Subcription Bonus
CELEBRITYTOKEN
Redeem
Donate
CRYPTO EXCHANGE
CELEBRENEUR
CELEB-CONNECT
CELEB-CHARITY
BUSINESS MODEL
ACCLAIM Blockchain
20%
GCOX ICO
CELEBRITY ICO
Built on Built on
The GCOX model creates a symbiotic relationship in terms of promoting celebrities through the various core businesses and enhancing the interaction and intimacy between them and their fans. These core businesses allow incentivisation, redemption, crowdfunding and engagement to take place. Details of the various businesses are explained below.
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2.2.1. Crypto Exchange / Celeb-listing (ICO)
GCOX offers a platform that uses blockchain technology to create and trade Celebrity Tokens (as elaborated on in Section 5.3 below). This enables celebrities to unlock the value of their popularity by creating and selling their own Celebrity Tokens on the GCOX Platform. Fans will be able to gain privileged access to their idols by purchasing Celebrity Tokens of their idols. The listings of Celebrity Tokens on exchanges will provide an objective indication of their popularity, seen through the market capitalisation of their Celebrity Tokens as determined by open market forces.
The utilisation of these Celebrity Tokens depends on the potential and promise of the celebrities concerned, the size of the community on the platform, the degree of user activity and market acceptance, as well as the participant's choice of potential projects.
While celebrities who list their popularity on the platform will have their own personal Celebrity Tokens, the ACCLAIM Token (as elaborated on in Section 5 below) is the native token of the platform. It can be used to access all the celebrities listed on the platform. In fact, there are various advantages in using ACCLAIM Tokens to access the listed celebrities, such as a 20% subscription bonus for an end-user if he or she used ACCLAIM Tokens to access campaigns or initiatives put forth by listed celebrities. These advantages are further elaborated in Section 5 of this Whitepaper.
2.2.1
Celebreneur T h e w o r d ‘ C e l e b r e n e u r ’ i s a n amalgamation of two words; (i) celebrity, and (ii) entrepreneur. GCOX aims to be the springboard for celebrities to enhance their entrepreneurial spirit and become a successful entrepreneur or in their case, a celebreneur. GCOX Celebreneur provides a platform for celebrities to enhance their existing businesses or product lines, and encourages celebrities to venture into entrepreneurship. This platform will allow celebrities to conduct transactions of goods and services for their existing businesses. It is also able to leverage on celebrities’ tokens for payment. This
enhances the functionality of the Celebrity Token; celebrities can thus continue to expand their influence globally as accessibility for fans to purchase their goods and services will improve drastically. This in itself is a major business opportunity as there are currently many potential customers who are currently not able to access these goods and services.
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Celeb-connect
The technological revolution has seen tremendous changes with the way people communicate and interact. These changes have been driven primarily by the introduction of social media platforms such as Facebook, Twitter, Weibo, and Instagram, amongst many others. These web-based “social networks” have revolutionised the way people network, communicate and interact. According to Conroy & Narula (2010)3, Facebook boasts more than 750 million active users and is predicted to grow twice as large over the coming years. Twitter alone has over 100 million active users. With the advent of technology, it is clear that the world is becoming one ‘global community’.
As the impact and influence of social media continues to grow, celebrities can use these social networks to enlarge their fan base, improve engagement with current fans and generate revenue. Celebrities can grow their social media presence by developing social media magnetism through building brand awareness and generating traffic. Once this has been established, celebrities can create content to effectively engage with their fans.
GCOX’s Celeb-connect will enable celebrities to do just that at any stage of their life cycle. Celeb-connect will allow celebrities to reach out to their fans and engage them in ways which were not possible in the past. This gives celebrities the capability to develop closer relationships with their fans through direct engagement, addressing their needs and requests, and even understanding their fans’ spending habits. More importantly, celebrities are able to monetize their engagement virtually through ways such as:
(a) Birthday Video Greetings
Fans can receive a personal birthday video greeting directly by their idol for a pre-determined fee. A birthday video greeting made to a fan’s Facebook or Twitter account allows the celebrity to monetize his or her popularity, and the fan to have a psychological feel-good experience that his or her idol has given her a birthday greeting. Such interaction not only improves affiliation between the fan and the celebrity, it also allows the celebrity to generate revenue in a matter of seconds. Fans who wish to receive such greetings can ‘redeem’ them easily by spending the relevant Celebrity Token through Celeb-connect.
2.2.3
123. Conroy, P. & Narula, A, A New breed of brand advocates – Social networking redefines consumer engagement (Deloitte).
(b) Pay Per View (“PPV”) Live Streaming with Virtual Gifts
Celebrities can also engage directly with their fans via live streaming. Loyal fans will be able see a side of the celebrity which is “off screen”, such as them spending time working out or having dinner with their families through ‘reality live streaming’. Celebrities may use this opportunity to monetise day-to-day events and to provide fans with a glimpse of their lives beyond stardom. This allows fans to see a different aspect of their idols, further building their relationship and engagement. PPV Live Streaming can also engage a much wider audience as fans can all tune in for a ‘specific’ live streaming event.
(c) Wish list Campaigns
Fans who hold a significant proportion of Celebrity Tokens of a particular celebrity may have the option of a customised wish list where they may, at the approval of GCOX and the celebrity, and at an agreed number of tokens, put forth private request(s) for the celebrity to carry them out.
(d) Celebrity Meet and Greet Session
Fans who hold tokens of a particular celebrity will be able to gain access to the celebrity’s annual meet and greet session.
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Celeb-charity
The purpose of charity is to, amongst others, allow celebrities to increase awareness for a particular cause, inspire action for a good deed, crowdfund for community projects or even promote philanthropic work. With the rise of social media and connectivity, celebrities are now able to engage the community and their fans beyond writing cheques, and gravitate towards building a sense of purpose and conviction to the cause they are pursuing.
GCOX will provide fans, as well as the general public, with access to celebrities, where they can make connections and share how their chosen charitable / philanthropic causes will impact others. Through GCOX’s philanthropic campaigns platform, philanthropic work can be promoted, crowdfunded, shared, and liked by millions of users.
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3. CORE TEAM
Founded in early 2017 as the brainchild of several prolific venture capitalists and prominent Singaporean public figures, GCOX aims to spearhead the way popularity is monetised, riding on the wave of the financial technology revolution that is currently disrupting and changing the internet of things around the world.
Pulling together a diverse crew of skilled individuals from various industries around the world, GCOX strives to inject a fresh new impetus and revolutionise the entertainment world by redefining the way popularity is determined.
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Notable Private Investors
Lim How Teck· Chairman, Heliconia Capital Management – Investment Unit of Temasek Holdings
· Awarded Public Service Star and Public Service Medal for his contributions toSingapore
Tommie Goh· Founder and Chairman, JIT Holdings Ltd (Acquired by Flextronics for $1.1 Billion)
· Executive Chairman, 2G Capital Pte Ltd
· Major shareholder of Triple Pte Ltd (Sole Distributor of Under Armour, South East
Asia)
· Singapore Businessman of the Year 1999
· Awarded Public Service Star for his contributions to Singapore
Manny Pacquiao· Boxing Superstar and Senator of the Republic of the Philippines
· Only boxer to win world titles in eight different weight classes in boxing history
3.1.
Michael Owen· Former England National footballer who played as a striker for renowned clubs
such as Liverpool, Real Madrid and Manchester United
· Notable Awards such as FIFA World Cup Best Young Player Award 1998,World Soccer World Player of the Century 2000, FIFA Ballon d'Or 2001, FIFATop 100 Players 2004
Governance Advisory Board
Lim How Teck· Chairman, Heliconia Capital Management – Investment Unit of Temasek Holdings· Chairman, Board Director and Advisor on a number of listed and private
companies· Graduate of the Harvard Graduate School of Business Corporate Financial
Management Course and Advanced Management Program
· FCMA UK, FCPA Aust, FCPA ICPAS
David Lau Cheng Huat· MD, Head of Global Treasury, Development Bank of Singapore (DBS)· Chairman, DBS Vickers Securities· MD, Regional Head of Global Financial Markets, NatWest Bank· President of Financial Markets Association (ACI Singapore)
James Yiu Yeung-Lung· Commandant, Hong Kong Police Force (Auxiliary)· Honorary Commandant, HK Police Force (Auxiliary)· Consultant International Police Association (HK Section)· Executive Chairman, HK Diabetes Health Association
Peter Chia Chon Hian· Executive VP and Exco Member, Singapore Exchange (SGX)· Director, The Central Depository· Head of Public Affairs, Stock Exchange of Singapore (SES)· Head of Securities Clearing and Settlement, SGX· Head of Strategy and Business Development, SGX· Director, Myo Restobar
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Technology Advisory Board
Simon Dale· CTO, Asia Pacific and Japan, SAP· GM, Innovation Sales, Asia Pacific and Japan, SAP· Head of Technology & Innovation, Asia Pacific and Japan, SAP· Head of HANA Enterprise Cloud, Asia Pacific and Japan, SAP· VP, Asia Pacific and Japan, MapR Technologies Inc
Van Den Bergh, Alexander· VP, IBM Australia, Denmark & Netherlands· Global Managing Director, Danske Bank· Board of Advisors, Nyenrode University
Donnie Werner· Grey Hat Hacker, featured in the
documentary "Web Warriors"· Security & Penetration Testing, Exploitlabs· Security Instructor, PIT Consulting· Instructor, Zone-H.org· Service Manager, Compucare
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Blockchain Advisory Board3.4.
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Tetsuya Mori· CEO, DeNa Asia Pacific Holdings· MD, Chairman, DeNa (Vietnam Studio)· MD, Cross Border Investments, Mitsubishi Capital· Senior Management Consultant, McKinsey & Company
David Drake · Founder and Chairman, LDJ Capital, a multi-family office which deals in funds
worldwide with over $1.5 trillion in assets, and maintains over 50+ global directorsand family office partners
· Board Advisor for Numerous Successful ICOs such as; Polymath, NAGA, Wepower,AMBROSUS
· Managing Partner, The Soho Loft Media Group
Carlos Sanchez· Co-Founder/Chief Technical Officer, BLOCKRX.COM· Co-Founder/Chief Technical Officer, ISOLVE.IO· Faculty Member/Blockchain Instructor, TERRAPIN TRAINING· Blockchain Solution Architect, GLOBAL PORTFOLIO MANAGEMENT SYSTEMS· Electronic Warfare Technician Petty Officer Third Class, US NAVY· US Chamber of Commerce ‘Free Enterprise’ 2010 Winner
Legal Advisory Board3.5.
Nish Shetty· Partner & Head of Litigation & Dispute Resolution, Clifford Chance, Asia Pacific· Chairman, Singapore International Arbitration Centre (SAC) Users Council
Regional Committee
· Co-Chair, Council of Arbitration of the Mumbai Centre of International Arbitration· Judge of Appeal, FIA International Court of Appeal, Paris· Chairman, Disciplinary Commission of the Singapore Motorsports Association
Kenneth Oh· Senior Partner, Dentons Rodyk & Davidson’s Corporate Practice, and China/
Indonesia Practices· Specialises in corporate finance – advising on venture capital, private equity, IPOs
& post-IPO funding – and mergers & acquisitions
Philippe Deltombe· Expert for EU IP Rights Desks of China and South East Asia· Partner, AGM Abogados· Member of the Brussels Bar, specialising in Intellectual Property, new
technologies and e-commerce· Advisor for the European Commission on the UN Uniform Law on Digital
Signatures
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Founders Team
Steve Askew - Executive President
· Veteran with 30 years’ experience in media and production· Chief Operating Officer, Star TV· President, Star Entertainment· President, Fortune Star· Executive Producer, “Who Wants To Be A Millionaire?”· Founder, Phoenix Television· Executive Producer, Channel V Chinese Music Awards (annual co-production with
CCTV, Music Concerts in China for Andy Lau, Leon Lai, international acts like EltonJohn, Air Supply, The Rolling Stones, The Eagles, David Bowie and Coldplay)
Sir Dr Jeffrey Lin - Chief Executive Officer (CEO)
· Director, New Asia Ferrell Asset Management· Vice Chairman, Ferrell Financial Group Advisory Board· Independent Director, OLS Enterprise Ltd· Chairman and CEO, New Asia Holdings Inc· Recipient of numerous Medals for his outstanding humanitarian contribution:
Ehrenmedaille in Gold (Merit Medal in Gold), Ehrenzeichen am Bande (MeritCross), and Albert Schweitzer Medaille fur Humanitare Verdienste (AlbertSchweister Medal for Outstanding Humanitarian Merits)
· Knight of Sovereign Order of Saint John of Jerusalem, Knights of Malta,Federation of the Autonomous Priories (KMFAP)
· Special Envoy-at-Large, Director of Asia Department· Recipient of numerous awards: 2010 and 2011 Successful Entrepreneur, 2012
Singapore Brand Award, Top 100 Singapore Excellence Award 2012/2013,Singapore Entrepreneurs’ Award 2013, Singapore Successful Brand 2015
· Honorary Advisor, International American University
Loh Chee Tim - Chief Technical Officer (CTO)
· Lead Blockchain Engineer· Programming Expertise: C, C++, C#, Java, Objective-C, Javascript, HTML5,
CSS3, Python, Ruby, PHP, Erlang, Assembly, Perl, Bash and PowerShell· Experienced in ASP.NET MVC, ASP.NET WebApi, Entity Framework, NUnit,
JSON, AngularJS, Docker, Amazon AWS API, MySQL, MS SQL Server,Aerospike, PhantomJS, Magento
· Well versed in design patterns and frameworks such as Domain-driven Design,Agile using Scrum, Spring.Net, NHibernate for ORM, WCF for SOA
· First Class Honours, B.Eng. National University of Singapore
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· Head of Department, Ministry of Education· Head of Branding and Marketing, Vix Marketing Pte Ltd· Head of Branding, P.T Starfit Indonesia· Special Advisor to Director in Digital Branding, C3 Interactive Pte Ltd· Master in Public Administration, Lee Kuan Yew School of Public Policy· Bachelor of Science (Hons), National University of Singapore
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Ong Chee Keong - Chief Operating Officer (COO)
Special Advisor to CEO and Board of Directors, Soma Group
· Founder, Cambodia-Singapore Business Association
· Vice President, Consumer and Business Banking, United Overseas Bank
· Master in Public Administration, Lee Kuan Yew School of Public Policy
· Bachelor in Political Science (Hons), National University of Singapore
Evan Ngow - Chief Communications Officer (CCO)
Founding Member, Crypto Catalyst and Communications Specialist of the World Blockchain Foundation
· Operations Director for Crypto Endowment Fund, WBF-IFF-BWFFounder, Owner and Principal Consultant for Evan’s Backyard and Mindsmiths (M) Sdn Bhd
· Certified Caliper Practitioner, CCL360 Benchmark and Team Management ProfileMaster of Arts (Applied Linguistics) from Curtin University of Technology, WesternAustralia
· Bachelor of Education (Teaching English as a Second Language) Hons, UniversityMalaya, Kuala Lumpur
Abdul Latif Zainal - Chief Information Officer (CIO)
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Vesi Kertikova - Chief Financial Officer (CFO)
· Investment Manager, LGT Impact Ventures Southeast Asia· Equity Portfolio Manager (US$1 trillion AUM), Sovereign Wealth Fund of Norway· Managing Director and CFO, Blue Equator· HSBC Private Wealth Management, Graduate Management Program· Judge, Morgan Stanley Sustainable Investing Challenge· Master of Business Administration (MBA), INSEAD· CFA Charterholder
Management Team
Brandon Low Chief of Staff
Christofle RioVP, Corporate and Celebrity Relations
Alfred NeoVP, Business Development
Ethan YewVP, Communications and Public
Relations
Ray HengChief of Staff
Danny NgVP, Community Relations
Wein Ang VP, Business Development
Morgan ZhangVP, Market Research and
Business Intelligence
Peter ZhangVP, Content Strategy
3.7.
23 Suzy Yeo Director, Celebrity Relations
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Strategic Partners
Ferrell Financial Group’s wholly owned subsidiary Ferrell Asset Management is a licensed capital markets services provider under the Monetary Authority of Singapore which is dedicated to serve the financial and wealth management needs of family offices and private individuals globally. The group forms strategic partnerships with financial institutions and other relevant organisations to provide customised portfolio solutions for their clients.
Tuple Technologies is a provider of AI assistant for Businesses with the aim of enhancing customer behavioural forecasting, content optimisation and marketing automation using plug-and-play data sciences.Some of their clients include UOB Singapore, JTC, OCBC and major Fintech companies.
Flame Communications is a Public Relations and Marketing Services agency that specialises in media relations, media distribution, digital marketing, digital content production and creating positive brand awareness and value.
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TECHNICAL OVERVIEW
GCOX PLATFORM
4.
The GCOX platform enables a monetisation ecosystem powered by blockchain technology and is built on the Acclaim Blockchain.
The Acclaim blockchain is in turn based on the NEO blockchain with 15-20 second blocks and Delegated Byzantine Fault Tolerance (“dBFT”)consensus mechanism. dBFT is a Byzantine fault-tolerant consensus mechanism that enables large-scale consensus participation through proxy voting to select a group of consensus nodes. Core level features such as a Decentralised Exchange (“DEX”) will be inbuilt natively onAcclaim blockchain to enable users to easily trade tokens with privacy and complete freedom in a standard and seamless way.
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A B C D E F ABTC AETH
CELEBRITY TOKEN CURRENCY TOKEN
ACM (Acclaim Token) = 1 billion
......
APL = 1 billion
DEX (Decentralized Exchange)
AUSDT
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ACCLAIM TOKENS
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The ACCLAIM token (symbol: ACM) is the base currency for all Celebrity Token and Currency Token (as elaborated on below) creation, trading in the inbuilt DEX, with a total of 1 billion and a minimum unit of 0.00000001. The ACCLAIM token serves as a means of exchange for the many different Celebrity Tokens corresponding to different celebrities.
Apart from being the base currency, ACM also value-adds in the following manner:
• Users who use ACM to purchase celebrity tokens during the ICOswill receive a 20% subscription bonus.
• Users who subscribe for ACCLAIM tokens during the ITS will alsoreceive a one time 20% bonus of Applause tokens.
• Lastly, there is an assurance of ACM liquidity by GCOX via thefollowing mechanism which will be put in place:
- All trading fees in GCOX exchange will be charged 0.1% onboth buyer and seller.
- Profits from trading fees will be used to purchase ACM from themarket to generate demand.
- GCOX will commit to locking 50% of the ACM for the period ofa year to reduce the supply circulating in the market.
To remain transparent and accountable to users, the vault storage address of the locked ACM will be announced monthly on our website and apps.
For further information on ACCLAIM, please refer to Section 7 of this whitepaper entitled “Launch Summary”
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01
03
02
04
05
DEX allows users to have complete control over their funds, which are always stored in their blockchain wallet instead of an exchange wallet, eliminating the risk of losing their funds when a centralised exchange is hacked. The order book containing the bid / ask orders is stored on the blockchain ensuring process integrity, transparency, and immutability as changes in the blockchain are publicly viewable by everybody and cannot be altered or deleted. Although on-chain transactions must be performed every time an order is placed, cancelled or filled,
the measured throughput of up to about 1000 transactions per second with a block interval of 15-20 seconds for dBFT consensus mechanismensures sufficient performance to handle allbut the most demanding loads. DEX includesa multi-currency blockchain wallet that enablesusers to store and make transactions with theirCelebrity Tokens, Currency Tokens, ACCLAIMtokens, and Applause Tokens.
provided:
(i) registration and issuance of CelebrityTokens;
(ii) creation and listing of ICO campaigns;
(iii) wallet for contributions; and
(iv) dashboard to track the progress of ICOcampaigns, such as total funds raised andnumber of contributors.
The Applause Tokens (Symbol: APL), with a maximum total limit of 1 billion and a minimum unit of 0.00000001, are the gas token that controls the utilisation of GCOX Platform resources. Subscription for ACCLAIM Tokens during the Token Sale (as elaborated on in Section 7 below) will be for ACCLAIM Tokens and such number of Applause Tokens equivalent to 20% of the number of ACCLAIM Tokens purchased. Applause Token holders of a certain number of Applause Tokens will also be eligible for election as a Consensus Node (elaborated in Section 6.3.1) by ACCLAIM Token holders.
The ACCLAIM Blockchain allows celebrities to tokenise their popularity by issuing their own Celebrity Tokens for trading on the DEX. By launching a Celeb-listing of the celebrity's Celebrity Token, a celebrity is able to capitalise on his or her popularity in exchange for granting privileged access to their fans. The market capitalisation of such Celebrity Tokens provides a tangible indication of a celebrity's popularity.
The Currency Token provides support for cryptocurrencies such as Bitcoin (the cryptographic token associated with the Bitcoin blockchain) and Ether (the cryptographic token associated with the Ethereum blockchain) by serving as a proxy to such cryptocurrencies and/or cryptographic tokens. The function of Currency Token is a 1:1 representation of the respective cryptocurrency to allow the trading of represented cryptocurrencies using the inbuilt native DEX on the ACCLAIM Blockchain.
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CELEBRITY ICO
PLATFORM
DEX (Decentralised
Exchange)
APL(Applause)
CELEBRITY TOKENS
CURRENCY TOKENS
(A)
(B)
The GCOX Celeb-listing platform offers a standardised process for celebrities to launch a crowd-sale of their personalised Celebrity Token on our ACCLAIM Blockchain without any blockchain knowledge or development. Fans and potential participants will be able to navigate the listing of running, upcoming and past ICOs using our website or mobile app to research and purchase Celebrity Tokens. By interacting with the ACCLAIM blockchain through a stateless, light-weight remote procedure call (RPC) protocol [JSON-RPC] the following functionalities will be
To improve security, each user will be provided with a unique address with which the user will make all transfers.
6. ACCLAIM BLOCKCHAIN FEATURESACCLAIM BLOCKCHAIN
The native on-chain DEX will continue to showcase the best features of decentralised and centralised exchanges. Privacy, process integrity, transparency, and immutability are provided out of the box by storing buy / sell orders on the blockchain as normally implemented in other DEXs. However, unlike other DEXs but similar to centralised exchanges, there will be no transaction fee for placing buy, sell or cancel orders. There will be a transaction fee only when orders are filled. The in-built native DEX offers a higher performance compared to smart contract-based DEX implementations as matching logic is executed natively instead of being run at a slower pace on all virtual machines in the network.
APPLAUSE Generation Model
The genesis block of the ACCLAIM Blockchain will generate 1 billion ACCLAIM Tokens and 200 million Applause Tokens (20% of the maximum total limit of Applause Tokens) with the remaining 800 million Applause Tokens generated through a decay algorithm. With a block interval of 15-20 seconds, around 2 million blocks will be generated each year. Initial generation will be 60 Applause Tokens per block with a reduction of 10 Applause Tokens per block for each subsequent 2 million blocks generated until Applause Token generation reaches 10 Applause Tokens per block. Applause Token generation will then be held steady at the rate of 10 Applause Tokens per block until the maximum total limit of Applause Tokens has been generated. After generating 50 million blocks which will be achieved in approximately 25 years, the total number of Applause Tokens generated will reached 1 billion, and from this point onwards there will be no further generation of Applause Tokens from new blocks. According to this release curve, 50% and 80% of the Applause Tokens will be generated within the first 3 years and first 15 years respectively. The generated Applause Tokens will be distributed to the Consensus Nodes (as defined below), who are certain elected holders of Applause Tokens, in return for validation of transaction(s) on the ACCLAIM Blockchain. More specifically, such Consensus Nodes will be rewarded for undertaking such validation with both (i) the transaction fee of 0.01 Applause Tokens (as elaborated in Section 6.3.2, as well as (ii) the Applause Tokens which will take into account the decay algorithm as described above.
6.1.
6.2.
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TRANSACTIONS
6.3.1 Confirmation of Transactions
The dBFT algorithm functions as follows:
(a) When a consensus node on the ACCLAIM Blockchain (“Consensus Node”), whichis essentially a holder of Applause Token who (i) holds a certain number ofApplause Tokens, and (ii) is elected to be a Consensus Node by other holders ofACCLAIM Tokens, receives a transaction from client applications, it broadcasts thetransaction to the entire network of Consensus Nodes with the sender’s signature.
(b) When Consensus Nodes receive the broadcast transaction, the receivedtransaction data is logged into their local memories.
(c) When a safe consensus threshold of Consensus Nodes have the same currentblock height and view index, the first view of a new round of consensus isinitialised.
(d) The speaker (“Speaker”) is chosen from the network of Consensus Nodes basedon the current block height.
(e) After the block generation time interval, the Speaker broadcasts the blockproposal containing transactions to be included with “PrepareRequest” tothe network of Consensus Nodes for review.
(f) The Consensus Nodes receive and validate the block proposal.
(i) If block proposal is valid, broadcast “PrepareResponse”.
(ii) If block proposal is invalid, broadcast “ChangeView”.
(g) Any Consensus Node, upon receiving at least the safe consensus thresholdnumber of “PrepareResponse” broadcasts, reaches a consensus and publishes ablock.
(h) Any Consensus Node, after receiving a valid full block, purges current view dataand begins a new round of consensus.
(i) If any Consensus Node is unable to reach a consensus after a time interval, it willthen broadcast “ChangeView”.
(j) Once a Consensus Node receives at least the safe consensus threshold number ofbroadcasts denoting the same view change, the view index is incremented,triggering a new round of consensus.
With dBFT, every block is final.
6.3.2 Transactions Fees
To prevent abuse of resources and to provide economic incentives for operating consensus nodes, there will be a transaction fee of 0.01 Applause Token for all token transfers and a trading fee of 0.01 Applause Token for all DEX-filled orders for both the market maker and taker. If a bid / ask order is cancelled, the 0.01 Applause Token transaction fee held will be refunded.
6.3.
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31
Network
The GCOX Platform consists of peer nodes (“Peer Nodes”) and Consensus Nodes which communicate with each other using TCP / IP Peer-to-Peer (“P2P”) network connections. Both Peer Nodes and Consensus Nodes can receive and broadcast transactions or blocks but only Consensus Nodes can create blocks. The network protocol of the GCOX Platform is similar to NEO with modifications to block and generate transaction data structures. The GCOX Platform uses two different hash functions, namely SHA256 and RIPEMD160, to generate long and short hash values respectively. Generally, an object’s hash value is obtained by hashing twice with the same or different hash function. For example, SHA256 is used twice to generate hash value for blocks or transactions while SHA256 followed by RIPEMD160 is used to generate contract addresses. Additionally, each block contains the Merkle root which is the hash of all the hashes of all the transactions in the block. The Merkle root offers a quick and secure way to verify that a transaction is contained within a block by just downloading the block headers without downloading and storing the vast majority of the blockchain.
6.4.
In order to create a robust incentive environment for the long term commitment to the success of the projecct and the development of GCOX, the ACCLAIM tokens held by members of the GCOX team will be subjected to a vesting period of 12 months.
ACCLAIM Tokens and Applause Tokens will be allocated and offered for sale as follows:
300 million 200 million
60 million 40 million 40 million 40 million
200 million 200 million
Private Placement / Pre-ITS (30%)
ITS Tranche 1 (20%)
ITS Tranche 2 (20%)
ITS Tranche 3 (20%)
Number of Acclaim Tokens available for sale
Number of accompanying Applause Tokens available for sale
Minimum purchase criterion for participation
in Token Sale
1 million ACCLAIM Tokens & 200,000 Applause
Tokens
100 ACCLAIM Tokens & 20 Applause Tokens
100 ACCLAIM Tokens & 20 Applause Tokens
100 ACCLAIM Tokens & 20 Applause Tokens
7.2. Acclaim Tokens allocation
The allocation of Tokens is proportional to the number of ACCLAIM Tokens generated.
LAUNCH SUMMARYDetails of the sale of Tokens (the “Token Sale”) are as follows:
7.1.
Token Name Acclaim
Token Symbol ACM
Token Supply 1 billion
Applause
APL
1 billion
Token Launch Price
Token Sale Stages
1 ACCLAIM Token and 0.2 Applause Token = US$0.60
1). Pre-Initial Token Sale (“Pre-ITS”) by way of a private sale2). Initial Token Sale (“ITS”) by way of a public sale
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7.
10%GCOX team
30%60%Pre-ITS Participants
(Private Sale)
ITS Participants (Public Sale)
Distribution of Tokens
Subject to the relevant terms and conditions of the Token Sale, all purchased Tokens are intended to be distributed to purchasers following the conclusion of the ITS (public sale) in the following manner.
7.4.1 Pre-ITS (Private Sale)
All purchasers of the Pre-ITS will receive Tokens based on the following schedule (the “Distribution Dates”):
(a) 50% of the purchased Tokens shall be distributed on the 10th Business Day following the conclusion of the ITS (such date being the “First Distribution Date”);
(b) 25% of the purchased Tokens shall be distributed on the date falling 3 months from the First Distribution Date, excluding the First Distribution Date (“Second Distribution Date”); and
(c) the remaining 25% of the purchased Tokens shall be distributed on the date falling 3 months from the Second Distribution Date, excluding the Second Distribution Date (“Final Distribution Date”).
Token Sale Proceeds
The proceeds of the Token Sale will be used to achieve GCOX’s vision and allocated as follows:
7.3.
7.4.
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Amount Payable
50% of Acclaim ACM Tokens
25% of Acclaim ACM Tokens
25% of Acclaim ACM Tokens
Date of which token are distributed
29 May 2018 (being the First Distribution Date)
29 August 2018 (being the Second Distribution Date)
29 November 2018 (being Final Distribution Date)
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For the purpose of this Section:
(i) “Business Day” shall mean a day other than a Saturday, Sunday or a gazettedpublic holiday in Singapore.
The following is an illustrative example of the foregoing distribution process based on the assumption that the ITS is concluded on 15 May 2018 (the “Illustrative Date”):
For the avoidance of doubt, the Illustrative Date is solely for illustrative purposes only, and should not be construed as a representation or warranty that the ITS will be taking place on such date.
7.4.2 ITS (Public Sale)
All purchasers of the ITS will receive all of their purchased Tokens on the date falling on the 10th Business Day following the conclusion of the ITS. Subscribers of ACCLAIM Tokens during the Token Sale will receive ACCLAIM Tokens, together with such number of Applause Tokens equivalent to 20% of the number of ACCLAIM Tokens purchased.
Should any of the Distribution Dates fall on a Saturday, Sunday, or gazetted public holiday in Singapore, the relevant Distribution Date shall be on the Business Day immediately after such date.
10th Business Day following the conclusion of the ITS
on the date falling 3 months from the First Distribution Date, excluding the First Distribution Date
on the date falling 6 months from the Second Distribution Date, excluding the Second Distribution Date
Roadmap and Milestones7.5.
Q4 2018Launch of
Celebreneur,Celeb-Connect and Celeb-
Charity*
Q2 2018Event Launch with A-
Listers Celebrities, Launch of Acclaim
Blockchain, Public Sale of ACM*
Jan 2018Start of Private
Placement Sales
Oct 2017Conceptualisation and
development of GCOX App
Feb 2017Idea and Founder's
Team Formation
May 2017Formed
Advisory Board
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Q3 2018Release of ACM Tokens and Launch of GCOX Exchange*
Feb 2018Commencement of PR Campaigns
Dec 2017Signed our First Celebrity, Manny Pacquiao
Sep 2017Conceptualisation and development of GCOX Blockchain, Acclaim
Apr 2017Conceptualisation and development of GCOX Exchange
*subject to changes
8. CORPORATE GOVERNANCEIn the area of corporate governance, GCOX is committed to the highest international standard of regulatory compliance, auditing and legal requirements. As such, GCOX will subsequently establish an in-house corporate governance team to oversee and ensure the integrity and effectiveness of our compliance and auditing policies and their implementation.
Other than an in-house auditing team, we will also engage an international auditing firm to conduct bi-yearly external audit checks. On the legal advisory front, we will be engaging internationally renowned legal firm(s) to assist the platform in matters pertaining to matters of regulatory and legal nature. As of the date of this White Paper, we have engaged Dentons Rodyk & Davidson LLP as our advisers on Singapore law.
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RISK MANAGEMENT
9.
[ RISK MANAGEMENT GRID ]
37
RISK TYPE DESCRIPTION POSSIBLE
SCENARIOSMITIGATING
ACTIONS
Technology
Cyber Security
Policy and Legal
Personnel
Infrastructure
Hardware failures; Software failure; demand exceeding technological bandwidth
Collapse of database server; instability or partial/full collapse of web or mobile application
Putting in place State-of-the-Art back-up on server and database
Data or token losses due to theft or deliberate damage of system by external malignant forces
Unauthorised network access (hacking) leading to loss of celebrities and clients data or tokens
Putting in place State-of-the-Art cyber security policies and firewall system
Inadequacy in internal compliance, legal and Audit policies and implementations
Changes in policy and regulatory environment rendering us inadequate in meet new requirements
Engaging of internationally renowned legal and audit firm for regular review. Refer to point 8 for details
Loss of external services e.g. power, phone, internet;failure of delivery by key vendor or supplier
Loss of communication by email or phone; inability to resolve problems with key business application
Sound and effective Business Continuity Plan (BCP) to be put in place
Human error; Loss of key personnel
Human error resulting in losses to company; loss of key personnel to competitor or circumstances
Key man insurance; sound and effective HR policies
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CONCLUSION10.
In summary, GCOX essentially has three main value propositions:
(a) GCOX is the world’s first blockchain-powered platform that allowsthe popularity of celebrities to be tokenised and listed. Throughthis platform, celebrities can now capitalise on their popularity andreach out to their fans at a speed and scale that has never beenavailable before.
(b) GCOX is the first blockchain-powered platform that is designed toallow the public to gain more private and exclusive access tocelebrities of their choice. While supporting their celebrities, thepublic can also enjoy the social interaction utility of the tokens theyhold. This again, has never been possible before GCOX.
(c) GCOX provides a new avenue for participants to see the limitlessbusiness potential and immense possibilities brought forth byACCLAIM Tokens and Celebrity Tokens. By marrying thesepropositions with business fundamentals and blockchaintechnology, GCOX is set to take the world by storm.
YOU MUST READ THE FOLLOWING DISCLAIMER IN FULL BEFORE CONTINUING
The sale of Tokens is only intended for, made to or directed at, only persons outside the United States of America or the Republic of Singapore, and may be acted upon only by persons outside the United States of America or the Republic of Singapore. Moreover, this White Paper is not a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment, or a solicitation for any form of investment in any jurisdiction. No regulatory authority has examined or approved of any of the information set out in this White Paper. This White Paper has not been registered with any regulatory authority in any jurisdiction. By accessing and/or accepting possession of any information in this White Paper or such part thereof (as the case may be), you represent and warrant to GCOX LTD (Company Number 1970671) (a private company limited by shares) (the “Issuer”) that:
(a) you are not an Excluded Person (as defined herein), or a citizen or resident of a country thelaws of which prohibit or conflict with the ITS or your participation in the ITS (as referred heretoin the White Paper);
(b) you agree to be bound by the limitations and restrictions described herein; and
(c) you acknowledge that this White Paper has been prepared for delivery to you so as to assistyou in making a decision as to whether to purchase Tokens.
IMPORTANT INFORMATIONPLEASE READ THIS DISCLAIMER SECTION CAREFULLY. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S).
This White Paper in its current form is circulated by the Issuer for general information and to invite participant feedback only on the GCOX Platform and the Tokens as presently conceived, and is subject to review and revision by the directors of the Issuer, the board of advisors and/or legal advisors of the Issuer. Please do not replicate or distribute any part of this White Paper without this section in accompaniment. The information set forth below may not be exhaustive and no part of this White Paper is intended to create legal relations between a recipient of this White Paper or to be legally binding or enforceable by such recipient against the Issuer. An updated version of this White Paper may be published at a later date and to be announced by the Issuer in due course.
PLEASE READ THIS SECTION AND THE FOLLOWING SECTIONS ENTITLED “DISCLAIMER OF LIABILITY”, “NO REPRESENTATIONS AND WARRANTIES”, “REPRESENTATIONS AND WARRANTIES BY YOU”, “CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS”, “THIRD PARTY INFORMATION AND NO CONSENT OF OTHER PERSONS”, “TERMS USED”, “NO ADVICE”, “NO FURTHER INFORMATION OR UPDATE”, “RESTRICTIONS ON DISTRIBUTION AND DISSEMINATION”, “NO OFFER OF INVESTMENT OR REGISTRATION” AND “RISKS AND UNCERTAINTIES” CAREFULLY.
IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S).
While we make every effort to ensure that any material in this White Paper is accurate and up to date, such material in no way constitutes the provision of professional advice. The Issuer does not guarantee, and accepts no legal liability whatsoever arising from or connected to, the accuracy, reliability, currency, or completeness of any material contained in this White Paper. Participants and potential Token holders should seek appropriate independent professional advice prior to relying on, or entering into any commitment or transaction based on, material published in this White Paper, which material is purely published for reference purposes alone.
The Tokens are proprietary cryptographic tokens developed and issued by the Company to function as the native utility token used in the GCOX Platform as the means of value exchange and to power the GCOX Platform. The Applause Tokens are the gas tokens that control the utilisation of GCOX Platform resources.
IMPORTANT:
39
The Tokens are not be intended to constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of regulated investment or investment product in any jurisdiction. This White Paper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of regulated investment or investment product, or a solicitation for any form of regulated investment or investment product in any jurisdiction.
No regulatory authority has examined or approved of any of the information set out in this White Paper. No such action has been or will be taken by the Issuer to obtain such approval under the laws, regulatory requirements or rules of any jurisdiction. The provision of this White Paper to you does not imply that the applicable laws, regulatory requirements or rules have been complied with.
The Issuer or this White Paper does not constitute or form part of any opinion on any advice to purchase, sell or otherwise transact with Tokens and the fact of presentation of this White Paper shall not form the basis of, or be relied upon in connection with, any contract of investment decision.
THE ITS (AS REFERRED TO IN THIS WHITE PAPER) IS INTENDED FOR, MADE TO OR DIRECTED AT ONLY PERSONS OUTSIDE THE UNITED STATES OF AMERICA OR THE REPUBLIC OF SINGAPORE AND MAY BE ACTED UPON ONLY BY PERSONS OUTSIDE THE UNITED STATES OF AMERICA OR THE REPUBLIC OF SINGAPORE. ACCORDINGLY, YOU ARE NOT ELIGIBLE AND YOU ARE NOT TO PURCHASE ANY TOKENS IN THE ITS (A) IF YOU ARE LOCATED IN THE UNITED STATES OF AMERICA OR THE REPUBLIC OF SINGAPORE AT THE TIME OF YOUR INTENDED PURCHASE OR PURCHASE OF TOKENS IN THE ITS; OR (B) IF YOU ARE A CITIZEN, DOMICILED IN, OR RESIDENT OF THE UNITED STATES OF AMERICA OR THE REPUBLIC OF SINGAPORE (“EXCLUDED PERSONS”).
No Token should be construed, interpreted, classified or treated as enabling, or according any opportunity to, purchasers to participate in or receive profits, income, or other payments or returns arising from or in connection with the GCOX Platform or the Tokens or the proceeds of the ITS, or to receive sums paid out of such profits, income, or other payments or returns.
No person is bound to enter into any contract or binding legal commitment in relation to the sale and purchase of the Tokens, and no cryptocurrency or other form of payment is to be accepted on the basis of this White Paper.
Any agreement as between the Issuer and you as a purchaser, and in relation to any sale and purchase, of Tokens is to be governed by only a separate document setting out the terms and conditions (the “T&Cs”) of such agreement. In the event of any inconsistencies between the T&Cs and this White Paper, the former shall prevail.
There are risks and uncertainties associated with the Issuer and its business and operations, the Tokens, the GCOX Platform or protocol and the ITS. Please refer to the section entitled “Risks and Disclosures” set out at the end of this White Paper.
This White Paper, any part thereof and any copy thereof must not be taken or transmitted to any country where distribution or dissemination of this White Paper is prohibited or restricted.
No part of this White Paper is to be reproduced, distributed or disseminated without including this section and the following sections entitled “Disclaimer of Liability”, “No Representations and Warranties”, “Representations and Warranties By You”, “Cautionary Note On Forward-Looking Statements”, “Third Party Information and No Consent of Other Persons”, “Terms Used”, “No Advice”, “No Further Information or Update”, “Restrictions On Distribution and Dissemination” and “Risks and Uncertainties”.
DISCLAIMER OF LIABILITY
To the maximum extent permitted by the applicable laws, regulations and rules, the Issuer 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 profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on this White Paper or any part thereof by you.
40
NO REPRESENTATIONS AND WARRANTIES
The Issuer does not make or purport to make, and hereby disclaims, any representation, warranty or undertaking in any form whatsoever to any entity or person, including any representation, warranty or undertaking in relation to the truth, accuracy and completeness of any of the information set out in this White Paper.
REPRESENTATIONS AND WARRANTIES BY YOU
By accessing and/or accepting possession of any information in this White Paper or such part thereof (as the case may be), you represent and warrant to the Issuer as follows:
(a) you agree and acknowledge that the Tokens do not constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of regulated investment or investment product in any jurisdiction;
(b) you are not an Excluded Person, or a citizen or resident of a country the laws of which prohibit or conflict with the ITS or your participation in the ITS;
(c) you agree and acknowledge that this White Paper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of regulated investment or investment product in any jurisdiction, or a solicitation for any form of regulated investment or investment product, and you are not 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;
(d) you acknowledge and understand that no Token should be construed, interpreted, classified or treated as enabling, or according any opportunity to, Token holders to participate in or receive profits, income, or other payments or returns arising from or in connection with the Tokens or the proceeds of the ITS, or to receive sums paid out of such profits, income, or other payments or returns;
(e) you agree and acknowledge that no regulatory authority has examined or approved of the information set out in this White Paper, no action has been or will be taken by the Issuer to obtain such approval under the laws, regulatory requirements or rules of any jurisdiction and the publication, distribution or dissemination of this White Paper to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;
(f) you agree and acknowledge that this White Paper, the undertaking and/or the completion of the ITS, or future trading of Tokens on any cryptocurrency exchange, shall not be construed, interpreted or deemed by you as an indication of the merits of the Issuer, the Tokens, the ITS, and the GCOX Platform or protocol;
(g) the distribution or dissemination of this White Paper, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Issuer;
(h) you agree and acknowledge that in the case where you wish to purchase any Tokens, Tokens are not to be construed, interpreted, classified or treated as:
(i) any kind of currency other than cryptocurrency;
(ii) debentures, stocks or shares issued by any person or entity;
(iii) rights, options or derivatives in respect of such debentures, stocks or shares;
41
(iv) rights under a contract for differences or under any other contract the purpose orpretended purpose of which is to secure a profit or avoid a loss;
(v) securities;
(vi) units or derivatives of units in a business trust;
(vii) units in a collective investment scheme; or
(viii) any form of regulated investment or investment product;
(i) you are fully aware of and understand that you are not eligible and you are not to purchase any Tokens if you are an Excluded Person;
(j) you are legally permitted to participate in the ITS and all actions contemplated or associated with such purchase, including the holding and use of Tokens;
(k) the amounts that you use to purchase Tokens were not and are not directly or indirectly derived from any activities that contravene the laws and regulations of any jurisdiction, including anti-money laundering laws and regulations;
(l) if you are a natural person, you are of sufficient age and capacity under the applicable laws of the jurisdiction in which you reside and the jurisdiction of which you are a citizen to participate in the ITS;
(m) you are not obtaining or using Tokens for any illegal purpose;
(n) none of:
(i) you;
(ii) any person controlling or controlled by you;
(iii) if you are a privately-held entity, any person having a beneficial interest in you; or
(iv) any person for whom you are acting as agent or nominee in connection with this ITS,
is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.
A “senior foreign political figure” is defined as a senior official in the executive, legislative,administrative, military or judicial branch of a government (whether elected or not), a senior official of a major political party, or a senior executive of a foreign government-owned corporation, and includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.
“Immediate family” of a senior foreign political figure typically includes such figure’s parents,siblings, spouse, children and in-laws.
A “close associate” of a senior foreign political figure is a person who is widely and publiclyknown to maintain an unusually close relationship with such senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such senior foreign political figure;
(o) [if you are affiliated with a non-U.S. banking institution (“Foreign Bank”), or if you receivedeposits from, make payments on behalf of, or handle other financial transactions related to aForeign Bank, you represent and warrant to the Issuer that:
(i) the Foreign Bank has a fixed address, and not solely an electronic address, in a country inwhich the Foreign Bank is authorised to conduct banking activities;
(ii) the Foreign Bank maintains operating records related to its banking activities;
(iii) the Foreign Bank is subject to inspection by the banking authority that licensed the ForeignBank to conduct its banking activities; and
(iv) the Foreign Bank does not provide banking services to any other Foreign Bank that doesnot have a physical presence in any country and that is not a regulated affiliate;] 42
(p) you have a basic degree of understanding of the operation, functionality, usage, storage,transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-
based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;
(q) you are fully aware and understand that in the case where you wish to purchase any Tokens, there are risks associated with the Issuer and its businesses and operations, Tokens, the GCOX Platform or protocol and the ITS;
(r) you bear the sole responsibility to determine what tax implications purchasing Tokens may have for you and agree not to hold the Issuer or any other person involved in the ITS liable for any tax liability associated with or arising therefrom;
(s) you agree and acknowledge that the Issuer is not liable for any direct, 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 profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on this White Paper or any part thereof by you;
(t) you waive the right to participate in a class action lawsuit or a class wide arbitration against the Issuer and/or any person involved in the ITS and/or with the creation and distribution of Tokens or the GCOX platform; and
(u) all of the above representations and warranties are true, complete, accurate and non-misleading from the time of your access to and/or acceptance of possession this White Paper or such part thereof (as the case may be).
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 the Issuer or its directors, executive officers or employees acting on behalf of the Issuer (as the case may be), that are not statements of historical fact, constitute “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, these terms are not the exclusive means of identifying forward-looking statements. All statements regarding the Issuer’s business strategies, plans and prospects and the future prospects of the industry which the Issuer is in are forward-looking statements. These forward-looking statements, including but not limited to statements as to the Issuer’s prospects, future plans, other expected industry trends and other matters discussed in this White Paper regarding the Issuer are matters that are not historic facts, but only predictions.
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of the Issuer to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. These factors include, amongst others:
(a) changes in political, social, economic and stock or cryptocurrency market conditions, and the regulatory environment in the countries in which the Issuer conducts its business and operations;
(b) the risk that the Issuer may be unable to execute or implement its business strategies and future plans;
(c) changes in interest rates and exchange rates of fiat currencies and cryptocurrencies;
(d) changes in the anticipated growth strategies and expected internal growth of the Issuer and the GCOX platform;
(e) changes in the availability and fees payable to the Issuer in connection with its businesses and operations or on the GCOX platform;
(f) changes in the availability and salaries of employees who are required by the Issuer to operate their respective businesses and operations;
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(g) changes in preferences of users of the GCOX platform;
(h) changes in competitive conditions under which the Issuer operates, and the ability of the Issuer to compete under such conditions;
(i) changes in the future capital needs of the Issuer and the availability of financing and capital to fund such needs;
(j) war or acts of international or domestic terrorism;
(k) occurrences of catastrophic events, natural disasters and acts of God that affect the businesses and/or Applause tokens operations of the Issuer;
(l) other factors beyond the control of the Issuer; and
(m) any risk and uncertainties associated with the Issuer and its business and operations, the Tokens, the GCOX platform or protocol and the ITS.
All forward-looking statements made by or attributable to the Issuer or persons acting on behalf of the Issuer are expressly qualified in their entirety by such factors. Given that risks and uncertainties that may cause the actual future results, performance or achievements of the Issuer to be materially different from that expected, expressed or implied by the forward-looking statements in this White Paper, undue reliance must not be placed on these statements. These forward-looking statements are applicable only as of the date of this White Paper.
Neither the Issuer nor any other person represents, warrants, and/or undertakes that the actual future results, performance or achievements of the Issuer will be as discussed in those forward-looking statements. The actual results, performance or achievements of the Issuer may differ materially from those anticipated in these forward-looking statements.
Nothing contained in this White Paper is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of the Issuer.
Further, the Issuer disclaims any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future.
THIRD PARTY INFORMATION AND NO CONSENT OF OTHER PERSONS
This White Paper includes information obtained from various third party sources (“Third Party Information”). None of the publishers of the Third Party Information has consented to the inclusion of the Third Party Information in this White Paper and is therefore not liable for the Third Party Information. While the Issuer has taken reasonable action to ensure that the Third Party Information have been included in their proper form and context, neither the Issuer, nor its directors, executive officers and employees acting on its behalf, has independently verified the accuracy, reliability, completeness of the contents, or ascertained any applicable underlying assumption, of the relevant Third Party Information. Consequently, neither the Issuer nor its directors, executive officers and employees acting on their behalf makes any representation or warranty as to the accuracy, reliability or completeness of such information and shall not be obliged to provide any updates on the same.
TERMS USED
To facilitate a better understanding of the ACCLAIM tokens and Applause tokens being offered for purchase by the Issuer, and the businesses and operations of the Issuer, certain technical terms and abbreviations, as well as, in certain instances, their descriptions, have been used in this White Paper. These descriptions and assigned meanings should not be treated as being definitive of their meanings 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.
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NO ADVICE
No information in this White Paper should be considered to be business, legal, financial or tax advice regarding the Issuer, the Tokens, the GCOX Platform or protocol, or the ITS. You should consult your own legal, financial, tax or other professional advisor regarding the Issuer and its business and operations, the Tokens, the GCOX Platform or protocol, and the ITS. You should be aware that you may be required to bear the financial risk of any exchange for of Tokens for an indefinite period of time.
None of the advisors engaged by us (including but not limited to Dentons Rodyk & Davidson LLP) has made or purports to make any statement in this White Paper or any statement upon which a statement in this White Paper is based and each of them makes no representation regarding any statement in this White Paper and to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any liability to any person which is based on, or arises out of, any statement, information or opinions in, or omission from, this White Paper.
NO FURTHER INFORMATION OR UPDATE
No person has been or is authorised to give any information or representation not contained in this White Paper in connection with the Issuer and its business and operations, the Tokens, the GCOX Platform or protocol, or the ITS and, if given, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer. The ITS 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 affairs, conditions and prospects of the Issuer or in any statement of fact or information contained in this White Paper since 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 applies, you are to inform yourself about, and to observe, any restrictions which are applicable to your possession of this White Paper or such part thereof (as the case may be) at your own expense and without liability to the Issuer.
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 this White Paper or any information contained herein for any purpose whatsoever nor permit or cause the same to occur.
NO OFFER OF INVESTMENT 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 of any form, units in a business trust, units in a collective investment scheme or any other form of investment, or a solicitation for any form of investment 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.
THE ITS (AS REFERRED TO IN THIS WHITE PAPER) IS INTENDED FOR, MADE TO OR DIRECTED AT ONLY PERSONS OUTSIDE THE UNITED STATES OF AMERICA OR THE REPUBLIC OF SINGAPORE AND MAY BE ACTED UPON ONLY BY PERSONS OUTSIDE THE UNITED STATES OF AMERICA OR THE REPUBLIC OF SINGAPORE. ACCORDINGLY, YOU ARE NOT ELIGIBLE AND YOU ARE NOT TO PURCHASE ANY TOKENS IN THE ITS (A) IF YOU ARE LOCATED IN THE THE UNITED STATES OF AMERICA OR THE REPUBLIC OF SINGAPORE AT THE TIME OF YOUR INTENDED PURCHASE OR PURCHASE OF TOKENS IN THE ITS; OR (B) IF YOU ARE AN EXCLUDED PERSON.
No regulatory authority has examined or approved of 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.
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RISKS AND UNCERTAINTIES
Prospective purchasers of Tokens should carefully consider and evaluate all risks and uncertainties associated with the Issuer and its business and operations, the Tokens, the GCOX Platform or protocol, and the ITS, and all information set out in this White Paper and the T&Cs prior to any purchase of the Tokens. If any of such risks and uncertainties develops into actual events, the business, financial condition, results of operations and prospects of the Issuer could be materially and adversely affected. In such cases, you may lose all or part of the value of the Tokens.
Please read the following risks and warnings before deciding to purchase Tokens. It should be noted the following list of risks and warnings is not exhaustive. Accordingly, prospective purchasers should not place undue reliance on these statements.
1. RISKS RELATING TO PARTICIPATION IN THE ITS
There is no prior market for the Tokens and the ITS may not result in an active or liquid market for the Tokens.
Prior to the ITS, there has been no public market for the Tokens. In the event that the Tokens are traded on a cryptocurrency exchange or on the DEX, there is no assurance that an active or liquid trading market for the Tokens will develop or if developed, be sustained after the Tokens have been made available for trading on such cryptocurrency exchange. There is also no assurance that the market price of the Tokens will not decline below the market price of the Tokens will not decline below the purchase price of the Tokens (the “Purchase Price”). The Purchase Price may not be indicative of the market price of the Tokens after they have been made available for trading on a cryptocurrency exchange.
A Token is not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor is it backed by any hard assets or other credit. The Issuer is not responsible for nor does it pursue the circulation and trading of Tokens on the market. Trading of Tokens merely depends on the consensus on its value between the relevant market participants, and no one is obliged to purchase any Token from any holder of the Token, including the purchasers, nor does anyone guarantee the liquidity or market price of Tokens to any extent at any time. Accordingly, the Issuer cannot ensure that there will be any demand or market for Tokens, or that the Purchase Price is indicative of the market price of Tokens after they have been made available for trading on a cryptocurrency exchange.
Future sales of the Tokens could materially and adversely affect the market price of Tokens
Any future sale of the Tokens (which were not available for sale in the ITS) would increase the supply of Tokens in the market and this may result in a downward price pressure on the Token. The sale or distribution of a significant number of Tokens outside of the ITS, or the perception that such further sales or issuance may occur, could adversely affect the trading price of the Tokens.
Negative publicity may materially and adversely affect the price of the Tokens
Negative publicity involving the Issuer, the GCOX Platform, the Tokens or any of the key personnel of the Issuer may materially and adversely affect the market perception or market price of the Tokens, whether or not such negative publicity is justified.
There is no assurance of any success of the GCOX platform
The value of, and demand for, theTokens hinges heavily on the performance of the GCOX platform. There is no assurance that the GCOX platform will gain traction after its launch and achieve any commercial success.
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The GCOX platform has not been fully developed, finalised and integrated and is subject to further changes, updates and adjustments prior to its launch. Such changes may result in unexpected and unforeseen effects on its projected appeal to users, and hence impact its success.
While the Issuer has made every effort to provide a realistic estimate, there is also no assurance that the cryptocurrencies raised in the ITS will be sufficient for the development and integration of the GCOX platform. For the foregoing or any other reason, the development and integration of the GCOX platform may not be completed and there is no assurance that it will be launched at all. As such, distributed Tokens may hold little worth or value, and this would impact its trading price.
If and when the GCOX platform is fully developed, there is no assurance it will be widely adopted or utilised by its target users.
The trading price of the Tokens may fluctuate following the ITS
The prices of cryptographic tokens in general tend to be relatively volatile, and can fluctuate significantly over short periods of time. The demand for, and correspondingly the market price of, the Tokens may fluctuate significantly and rapidly in response to, among others, the following factors, some of which are beyond the control of the Issuer:
(a) new technical innovations;
(b) analysts’ speculations, recommendations, perceptions or estimates of the Token’s marketprice or the Issuer’s financial and business performance;
(c) changes in market valuations and token prices of entities with operations similar to that ofthe Issuer that may be made available for sale and purchase on the same cryptocurrencyexchanges as the Tokens;
(d) announcements by the Issuer of significant events, for example partnerships, sponsorships,new product developments;
(e) fluctuations in market prices and trading volume of cryptocurrencies on cryptocurrencyexchanges;
(f) additions or departures of key personnel of the Issuer;
(h) success or failure of the Issuer’s management in implementing business and growthstrategies; and
(i) changes in conditions affecting the blockchain or financial technology industry, the generaleconomic conditions or market sentiments, or other events or factors.
The funds raised in the ITS are exposed to risks of theft
The Issuer will make every effort to ensure that the funds received from the ITS will be securely held at such address as directed by the Issuer (“Receiving Address”). Further, upon receipt of the funds, the Issuer will make every effort to ensure that the funds received will be securely held through the implementation of security measures. Notwithstanding such security measures, there is no assurance that there will be no theft of the cryptocurrencies as a result of hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), sophisticated cyber-attacks, distributed denials of service or errors, vulnerabilities or defects on the Receiving Address, the ACCLAIM Blockchain, or any other blockchain, or otherwise. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. In such event, even if the ITS is completed, the Issuer may not be able to receive the cryptocurrencies raised and the Issuer may not be able to utilise such funds for the development of the GCOX Platform, and the launch of the GCOX Platform might be temporarily or permanently curtailed. As such, the issued Tokens may hold little worth or value, and this would impact its trading price. The Tokens are uninsured, unless you specifically obtain private insurance to insure them. In the event of any loss or loss of value, you may have no recourse.
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2. RISKS RELATING TO THE RECEIVING ADDRESS AND WALLETS
The Receiving Address may be compromised and the cryptocurrencies may not be able to be disbursed
The Receiving Address is designed to be secure. However, in the event that the Receiving Address is, for any reason compromised (including but not limited to scenarios of the lossof keys to such Receiving Address), the funds held by the Receiving Address may not beable to be retrieved and disbursed, and may be permanently unrecoverable. In such event, even if the ITS is successful, the Issuer will not be able to receive the funds raised and the Issuer will not be able to utilise such funds for the development of the ACCLAIM / GCOX platform, and the implementation of the ACCLAIM / GCOX platform might be temporarily or permanently curtailed. As such, distributed ACCLAIM tokens or Applause tokens may hold little worth or value, and this would impact its trading price.
The loss or compromise of information relating to your wallet may affect your access and possession of the Tokens
Your access to the Tokens in a cryptocurrency wallet (“Wallet”) depends on, among other things, the safeguards to the information to such Wallet, including but not limited to the user account information, address, private key, and password. In the event that any of the foregoing is lost or compromised, your access to the Wallet may be curtailed and thereby adversely affecting your access and possession to the Tokens, including such Tokens being unrecoverable and permanently lost.
The Wallet or Wallet service provider may not be technically compatible with the Tokens
The Wallet or Wallet service provider may not be technically compatible with the Tokens which may result in the delivery of Tokens being unsuccessful or affect your access to such Tokens.
3. RISKS RELATING TO THE ISSUERThe GCOX Platform is operated and maintained by the Issuer. Any events or circumstances which adversely affect the Issuer may have a corresponding adverse effect on the GCOX Platform if such events or circumstances affect the Issuer’s ability to maintain the GCOX Platform. This would correspondingly have an impact on the trading price of the Tokens.
The Issuer may be materially and adversely affected if it fails to effectively manage its operations as its business develops and evolves, which would have a direct impact on its ability to maintain the GCOX Platform and consequently the trading price of the Tokens.
The financial technology and cryptocurrency industries and the markets in which the Issuer competes have grown rapidly and continue to grow rapidly and evolve in response to new technological advances, changing business models and other factors. As a result of this constantly changing environment, the Issuer may face operational difficulties in adjusting to the changes, and the sustainability of the Issuer will depend on its ability to manage its operations, adapt to technological advances and market trends and ensure that it hires qualified and competent employees, and provide proper training for its personnel.
As its business evolves, the Issuer must also expand and adapt its operational infrastructure. The Issuer’s business relies on its blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology, and to manage technical support infrastructure for the GCOX Platform effectively, the Issuer will need to continue to upgrade and improve its data systems and other operational systems, procedures and controls. These upgrades and improvements will require a dedication of resources, are likely to be complex and increasingly rely on hosted computer services from third parties that the Issuer does not control. If the Issuer is unable to adapt its systems and organisation in a timely, efficient and cost-effective manner to accommodate changing circumstances, its business, financial condition and results of 48
operations may be adversely affected. If the third parties whom the Issuer relies on are subject to a security breach or otherwise suffer disruptions that impact the services the Issuer utilises, the integrity and availability of its internal information could be compromised, which may consequently cause the loss of confidential or proprietary information, and economic loss.
The loss of financial, labour or other resources, and any other adverse effect on the Issuer’s business, financial condition and operations, would have a direct adverse effect on the Issuer’s ability to maintain the GCOX Platform. As the GCOX Platform is the main product to which the Tokens relate, this may adversely impact the trading price of the Tokens.
There may be weaknesses, vulnerabilities or bugs in the ACCLAIM smart contract
The Issuer will make reasonable efforts to ensure that the smart contracts underlying the Tokens are audited, tested and approved by technical experts. However, as smart contract technology is still in its early stage of development and its application of experimental nature carries significant operation, technological, financial, regulatory and reputational risks, there are inherent risks that such smart contracts could contain weaknesses, vulnerabilities or bugs.
Purchasers of Tokens should understand and accept that there are no warranties that Tokens are fit for a particular purpose or do not contain any weaknesses, vulnerabilities or bugs which would cause loss in their worth or value. In the event that any of the aforementioned risks materialises, the Issuer’s business strategies, results of operations and prospects may also be adversely affected.
The Issuer may experience system failures, unplanned interruptions in its network or services, hardware or software defects, security breaches or other causes that could adversely affect the Issuer’s infrastructure network, and/or the GCOX Platform
The Issuer is unable to anticipate when there would be occurrences of hacks, cyber-attacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), distributed denials of service or errors, vulnerabilities or defects in the GCOX Platform, the Tokens, the Receiving Address, the Wallet or any technology (including but not limited to smart contract technology) on which the Issuer, the GCOX Platform, the Tokens, the Receiving Address, and the Wallet relies or on the ACCLAIM Blockchain or any other blockchain. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. The Issuer may not be able to detect such hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service errors vulnerabilities or defects in a timely manner, and may not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession.
The Issuer’s network or services, which would include the GCOX Platform, could be disrupted by numerous events, including natural disasters, equipment breakdown, network connectivity downtime, power losses, or even intentional disruptions of its services, such as disruptions caused by software viruses or attacks by unauthorised users, some of which are beyond the Issuer’s control. Although the Issuer has taken steps against malicious attacks on its appliances or its infrastructure, which are critical for the maintenance of the GCOX Platform and its other services, there can be no assurance that cyber-attacks, such as distributed denials of service, will not be attempted in the future, and that any of the Issuer’s enhanced security measures will be effective. The Issuer may be prone to attacks on its infrastructure intended to steal information about its technology, financial data or user information or take other actions that would be damaging to the Issuer and users of the GCOX Platform. Any significant breach of the Issuer’s security measures or other disruptions resulting in a compromise of the usability, stability and security of the Issuer’s network or services (including the GCOX Platform) may adversely affect the trading price of the Tokens.
We are dependent in part on the location and data centre facilities of third parties
The Issuer’s infrastructure network is in part established through servers that which it owns and houses at the location facilities of third parties, and servers that it rents at data centre facilities of third parties. If the Issuer is unable to renew its data facility lease on commercially reasonable terms or at all, the Issuer may be required to transfer its servers to a new data centre facility, and may incur significant costs and possible service interruption in connection with the relocation. These facilities are also vulnerable to damage or interruption from, among others, natural disasters, arson, terrorist attacks, power losses, and telecommunication failures. Additionally, the third party providers of such
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facilities may suffer a breach of security as a result of third party action, employee error, malfeasance or otherwise, and a third party may obtain unauthorised access to the data in such servers. As techniques used to obtain unauthorised access to, or to sabotage systems change frequently and generally are not recognised until launched against a target, the Issuer and the providers of such facilities may be unable to anticipate these techniques or to implement adequate preventive measures. Any such security breaches or damages which occur which impact upon the Issuer’s infrastructure network and/or the GCOX platform may adversely impact the price of the Tokens.
General global market and economic conditions may have an adverse impact on the Issuer’s operating performance, results of operations and cash flows
The Issuer has been and could continue to be affected by general global economic and market conditions. Challenging economic conditions worldwide have from time to time, contributed, and may continue to contribute, to slowdowns in the information technology industry at large. Weakness in the economy could have a negative effect on the Issuer’s business, operations and financial condition, including decreases in revenue and operating cash flows. Additionally, in a down-cycle economic environment, the Issuer may experience the negative effects of increased competitive pricing pressure and a slowdown in commerce and usage of the GCOX Platform. Suppliers on which the Issuer relies for servers, bandwidth, location and other services could also be negatively impacted by economic conditions that, in turn, could have a negative impact on the Issuer’s operations or expenses. There can be no assurance, therefore, that current economic conditions or worsening economic conditions or a prolonged or recurring recession will not have a significant adverse impact on the Issuer’s business, financial condition and results of operations and hence the GCOX Platform, which would correspondingly impact the trading price of the Tokens.
The Issuer or the Tokens may be affected by newly implemented regulations
Cryptocurrency trading is generally unregulated worldwide, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern cryptocurrency or cryptocurrency markets. The Issuer or the Tokens may be affected by newly implemented regulations relating to cryptocurrencies or cryptocurrency markets, including having to take measures to comply with such regulations, or having to deal with queries, notices, requests or enforcement actions by regulatory authorities, which may come at a substantial cost and may also require substantial modifications to the GCOX Platform. This may impact the appeal of the GCOX Platform for users and result in decreased usage of the GCOX Platform. Further, should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, maintaining the GCOX Platform may no longer be commercially viable and the Issuer may opt to discontinue the GCOX Platform and/or the Tokens. Further, it is difficult to predict how or whether governments or regulatory authorities may implement any changes to laws and regulations affecting distributed ledger technology and its applications, including the GCOX Platform and the Tokens. The Issuer may also have to cease operations in a jurisdiction that makes it illegal to operate in such jurisdiction, or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. In scenarios such as the foregoing, the trading price of Tokens will be adversely affected or Tokens may cease to be traded.
There may be risks relating to acts of God, natural disasters, wars, terrorist attacks, riots, civil commotions widespread communicable diseases and other force majeure events beyond the control of the Issuer
The ITS and the performance of the Issuer’s activities may be interrupted, suspended or delayed due to acts of God, natural disasters, wars, terrorist attacks, riots, civil commotions, widespread communicable diseases and other force majeure events beyond the control of the Issuer. Such events could also lead to uncertainty in the economic outlook of global markets and there is no assurance that such markets will not be affected, or that recovery from the global financial crisis would continue. In such events, the Issuer’s business strategies, results of operations and prospects may be materially and adversely affected. Further, if an outbreak of such infectious or communicable diseases occurs in any of the countries in which the Issuer, the developers, data providers or data consumers have operations in the future, market sentiment could be adversely affected and this may have a negative impact on the GCOX platform and community.
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There may be unanticipated risks arising from the Tokens
Cryptographic tokens such as the Tokens are a relatively new and dynamic technology. In addition to the risks included in this Annex, there are other risks associated with your purchase, holding and use of the Tokens, including those that the Issuer cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks discussed hereto.
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