The company has prepared a white paper and other materials concerning the sale of Remus Coin Tokens and the Project, which are available at www.remus-health.com (the “White Paper”).
The White Paper, as it may be amended from time to time, is hereby incorporated by reference. The Remus Coin Tokens will be distributed to buyers thereof pursuant to the Remus Coin Distribution Contract. The company makes no representations or warranties, express or implied, including, without limitation, any warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to the Remus Coin Distribution Contract or the Remus Coin Tokens or their utility, or the ability of anyone to purchase or use the Remus Coin Tokens. Without limiting the foregoing, none of the company parties represent or warrant that the process of purchasing and/or receiving the Remus Coin Tokens will be uninterrupted or error free or that Remus Coin Tokens are reliable and error free. As a result the Buyer acknowledges and understands the risks involved with the purchase of Remus Coin Tokens. The Buyer will be provided with an accurate digital wallet address to the company for receipt of any Remus Coin Tokens distributed to the Buyer pursuant to the Remus Coin Distribution Contract.
The sale of Remus Coin Tokens and the Remus Coin Tokens themselves are not securities, commodities, swaps on either securities or commodities, or a financial instrument of any kind. Purchases and Sales of Remus Coin Tokens are not subject to the protections of any laws governing those types of financial instruments. This Agreement and all other documents referred to in this Agreement including the White Paper do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a security, commodity, or a swap on either a security or commodity. The Buyer should not participate in the Remus Coin Distribution or purchase Remus Coin for investment purposes. Remus Coin is not designed for investment purposes and should not be considered as a type of investment.
The White Paper has been prepared by Remus for the sole purpose of introducing the technical aspects of the Remus Coin Network and Healthcare Programme, its associated platform components, and its underlying blockchain protocol Waves. This White Paper does not constitute any offer, solicitation, recommendation or invitation for, or in relation to, the securities of any company described herein.
This White Paper is not an offering document or prospectus, and is not intended to provide the basis of any investment decision or contract. The information presented in this White Paper is of a technical engineering nature only, and has not been subject to independent audit, verification or analysis by any professional legal, accounting, engineering or financial advisers. The whitepaper does not purport to include information that the buyer of Remus Coins might require to form any purchasing decision, and, in particular, does not comprehensively address risks of the Remus Coin, which are numerous and significant.
Remus (along with its Directors, Officers and Employees), does not assume any liability or responsibility whatsoever for the accuracy or completeness of information contained in this white paper, or for correcting any errors herein. Furthermore, should you choose to participate in the initial sale of Remus Coin, Remus does not assume any liability or responsibility whatsoever for any loss of market value of Remus Coins.
The contents of this whitepaper is technically challenging and requires a high degree of familiarity with distributed ledger technology in order to comprehend the Remus Coin and its associated engineering risks.
Recipients of this document are encouraged to seek external advice, and are solely responsible for making their own assessment of the matters herein, including assessment of risks, and consulting their own technical and professional advisers.
Restrictions for US, Singapore, and Chinese Token Purchasers.
You are only allowed to purchase Remus Coin Tokens if and by buying Remus Coin Tokens you covenant, represent, and warrant that you are neither a citizen nor permanent resident of the Republic of Singapore and the Peoples Republic of China and any of the territories of the Republic of Singapore and the Peoples Republic of China. If you are a US citizen or permanent resident, you must be an accredited investor under applicable US rules.
In order to buy Remus Coin Tokens and by buying Remus Coin Tokens you covenant, and warrant that none of the owners of the company, of which you are an authorized officer, are Republic Of Singapore and Republic of China citizens or permanent residents nor do they have a primary residence in any of those countries and if the owners are US citizens, residents, or have primary residence in the USA, they must be an accredited investor under applicable US rules.
Refunds and Refusals of Purchase Requests
Any purchase of Remus Coin Tokens from Remus during the Distribution Period is final, and there are NO REFUNDS or cancellations except, during the “One Time Buy Back” period stipulated by Remus, namely from 10th November 2018 to the 24th November 2018, or as may be required by applicable law or regulation. Remus reserves the right to refuse or cancel Remus Coin Token purchase requests at any time at the company’s sole discretion.
Disclaimer “forward looking statements”
The white paper contains statements related to our future business and financial performance and future events or developments involving Remus that may constitute forward looking statements. These statements may be identified by statements such as “expect”, “look forward to”, “anticipate”, “intend”, “plan”, “believe”, “seek”, “estimate”, “will”, “project” or words of similar meaning. Remus may also make forward looking statements in other reports, in presentations, in material delivered to shareholders and in press releases. In addition, our representatives may from time to time make oral forward looking statements. Such statements are based on the current expectations and certain assumptions of Remus’s management, of which many are beyond Remus’s control. These are subject to a number of risks, uncertainties and factors, including but not limited to those described in this white paper.
Should one or more of these risks or uncertainties materialise, or should the underlying expectations not occur or assumptions prove incorrect, the actual results, performance or achievements of Remus Coin may (positively or negatively) vary materially from those described explicitly or implicitly in the relevant forward looking statement. Remus neither intends, nor assumes any obligation, to update or revise these forward looking statements in the light of developments which differ from those anticipated.
For references please see footnotes on corresponding pages.
The risks that can be shared or known at this time are in part shown below; however it is the sole responsibility of the buyer to take appropriate professional advice in evaluating the risks involved.
- Regulatory Risks
- Governments are still struggling with public policy on the regulation of crypto currencies as a form of settlement in trade. Governments adverse to the proliferation of the use of crypto currencies in local commerce could issue laws and regulations deeming the use of crypto currencies a regulated activity. In recent weeks countries such as China and Korea have issued regulations or statements prohibiting token sales, whilst other countries have sought to bring the sale of tokens within the regulator control of securities offerings. This could result in holders of Remus Coins being unable to use their Remus Coins in the future without further regulatory compliance by Remus Coin.
- Risks Associated with the Use of Remus Network
- The use of crypto currency exchanges are complex and subject to stringent qualification requirements. There is no guarantee that the developers will be able to successfully create a system that allows payment for services using global crypto currencies. The failure to establish such a network will result in decreased liquidity of the Remus Coin as a form of settlement currency within the Remus Network.
- Risks Associated with Crowdsale Token Sale
- requirements, this would potentially delay or potentially postpone the proposed Remus Coin token sale indefinitely.
- However, public policy towards token sales is changing, and it is conceivable that regulators in the future may seek to broaden the scope of regulation of token sales. This may make token sales subject to registration requirements, in the United States and similar jurisdictions. If the Remus Coin token sale becomes subject to registration
- Remus Coins are not investment products. Rather, Remus Coins serve a specific function within the Remus system, which is the means to render accessible affordable healthcare under the Remus GNHS Programme for developing Nation States. Without Remus Coin, the general public may not access the Remus system. There is also no guarantee of future profit or gain from the acquisition of Remus Coin. For these and other reasons, we believe the sale of Remus Coin does not constitute a public offering of securities subject to the prospectus registration requirements.
- Taxation Risks
- The use of Remus Coin tokens as a form of settlement currency may or may not be subject to local income tax, capital gains taxes, VAT or other forms of taxes. The uncertainty in tax legislation may expose merchants and customers alike to unforeseen future tax consequences associated with the use of Remus Coin as a settlement currency, and/or the trading of tokens or Remus Coin for capital gains.
- CTF and Anti-Money Laundering Regulations
- The United States has issued a series of regulations to combat terrorist financing (CTF) and money laundering activities. Many other countries have enacted similar legislation to control the flow of capital from such illicit activities. The use of crypto currencies by bad actors would breach such regulations. Any illicit use of Remus Coin could seriously impact the global reputation of the Remus Network. In such event, it is not inconceivable that this could trigger scrutiny by CTF and anti-money laundering regulators and potentially cause significant disruption to the distribution of tokens and Remus Coin in the Remus ecosystem.
- Blockchain Risks
- forth in the White Paper are new and untested. Whilst this will not affect the GNHS – Smart Healthcare City Programme, the Remus Coin project may not be capable of completion, implementation or adoption. It is possible that no blockchain utilizing the project will ever be launched and there never be an operational platform. Even if the project is completed, implemented and adopted, it might not function as intended, and any tokens associated with a blockchain adopting the project may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the Remus Coin tokens and the project may become outdated. The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to foresee how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect crypto graphic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact Remus Coin tokens in various ways, including for example, through a determination that Remus Coin tokens are regulated financial instruments that require registration. The company may cease the distribution of Remus Coin tokens, the development of the project or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
- Remus Coin tokens may be subject to exploitation and or/theft. Hackers or other malicious groups or organisations may attempt to interfere with the Remus Distribution Contract or the Remus Coin tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus based attacks, Sybil attacks, smurfing and spoofing. Furthermore because the Ethereum platform rests on open source software and Remus Coin tokens are based on open source software, there is that Ethereum smart contracts may contain intentional or unintentional bugs or weaknesses which may negatively affect the Remus Coin tokens or result in the loss of Buyer’s Remus Coin tokens, the loss of the ability to access or control Buyer’s Remus Coin tokens or the loss of ETH in Buyer’s account. In the event of such a software bug or weakness, there may be no remedy and holders of Remus Coin tokens are not guaranteed any remedy, refund or compensation. The Project and all of the matters set
- Buyer may not receive Remus Coin tokens the same day the Buyer sends ETH. The Ethereum blockchain is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. Buyer acknowledges and understands that Ethereum block producers may not include the Buyer’s transaction when the Buyer wants or the Buyer’s transaction may not be included at all.
- On the Ethereum blockchain, timing of block production is determined by proof of work so block production can occur at random times. For example, ETH contributed to the Remus Distribution Contract in the final seconds of a distribution period may not get included for that period. Buyer acknowledges and understands that the Ethereum blockchain may not include the Buyer’s transaction at the time Buyer expects and the
- Business Risks
- In cases of variation, the English version shall prevail.
- The company will not support or otherwise facilitate any secondary trading or external valuation of tokens.
- not examine the operations of the company and/or pursue enforcement actions against the company. Such governmental activities may or may not be the result of targeting the company in particular. All of this may subject Company to judgments, settlements, fines or penalties, or cause the company to restructure its operations and activities or to cease offering certain products or services, all of which could harm the company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Remus Coin tokens and/or the development of the project.
- The industry, as far as crypto currencies is concerned, in which the company operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will
- The company’s ability to realise its objectives shall be dependent on its ability to attract and retain additional, qualified personnel. Competition for such personnel can be intense, and there can be no assurance that the company’s results shall not be adversely affected by difficulty in attracting and/or retaining qualified personnel.
- There can be no assurances that the Company shall be successful in selecting, developing, and marketing new products and services or in enhancing its existing products or services. Failure to do so successfully may adversely affect the Company’s business, financial condition and results of operations.
- The company’s ability to remain competitive may depend in part upon its ability to develop new and enhanced products or services and to introduce these products or services in a timely and cost effective manner. In addition, product and service introductions or enhancements by the Company’s competitors or the use of other technologies could cause a decline in sales or loss of market acceptance of the Company’s existing products and services.
- The company’s principal competitors may have greater financial resources than those available to the Company and thus be in a better position to attract talent, initiate projects and offer lower prices for electricity which is a crucial factor for miners of Bitcoin.