OmniBazaar Website Terms of Use
Please read these Terms of Use carefully before using this website offered by OmniBazaar
Foundation Company. (“OmniBazaar”, “us”, “we”). These Terms of Use set forth the terms and
conditions of our relationship and for the use of the OmniBazaar.com website (the “Site”) by you
(“you”, “your”, “user”).
The OmniBazaar Site
1. OmniBazaar is conducting Token Sale Event (“Sale”) of its OmniBazaar Tokens, as further described
in the OmniBazaar White Paper and the OmniBazaar Offering and/or Information Memorandum
(collectively, the “Memorandum”.)
2. You understand that the terms, conditions, and important disclosures and information
regarding the Sale are set forth in the White Paper and the Memorandum.
The Agreement between OmniBazaar and You
1. You understand that by accessing or using the Site, you are agreeing to comply with and be
bound by the terms and conditions contained herein (“Terms of Use” or “Agreement”, which
also incorporates OmniBazaar’s Privacy Policy).
2. This Agreement constitutes the entire and only agreement between us and you.
3. This Agreement supersedes all prior or contemporaneous agreements, representations,
warranties and understandings with respect to the Site, the content, products or services
provided by or through the Site, and the subject matter of this Agreement.
4. You further understand that those terms and conditions contained within the section entitled
ADDITIONAL SUMMARY PURCHASE TERMS AND CONDITIONS within this Agreement apply to
your purchase of any OmniBazaar Tokens and you agree to read those terms and conditions
carefully, in the addition to the Memorandum.
You are responsible for reviewing changes to this Agreement
1. This Agreement applies to all users of the Site.
2. OmniBazaar may make changes to this Agreement from time to time without specifically notifying
you.
3. OmniBazaar will post the latest Agreement on the Site, but it is up to you to review it before using
the Site.
4. If you continue to use the Site after any of these changes, your continued use will mean that
you have accepted any changes to the Agreement.
In addition, some services offered through the Site may be subject to additional terms and
conditions specified by OmniBazaar from time to time and your use of such services is subject to
those additional terms and conditions, which are incorporated into this Agreement by this
reference.
The copyright to all content on the Site is owned by the provider of that content
1. The content, organization, graphics, design, compilation, magnetic translation, digital
conversion and other matters related to the Site (“Copyright Content”) are the property of
OmniBazaar, Inc., OmniBazaar Foundation Company, or the applicable content owner and are
protected under applicable copyrights, trademarks and other proprietary rights.
2. You may not copy, redistribute, use or publish any part of the Site, except as allowed by this
Agreement.
3. You do not acquire ownership rights to any content, document or other materials viewed
through the Site.
You may not use trademarks appearing on the Site in an infringing manner
1. You agree that OmniBazaar, CryptoBazaar, OmniBazaar, and other OmniBazaar graphics, logos, page
headers, button icons, scripts, and service names are trademarks, registered trademarks or
trade dress of OmniBazaar or its affiliates (“Trademark Content”).
2. OmniBazaar trademarks and trade dress may not be used in connection with any product or
service that is not OmniBazaar’s, in any manner that is likely to cause confusion among
consumers, or in any manner that disparages or discredits OmniBazaar.
3. All other trademarks not owned by OmniBazaar or its affiliates that may appear on the Site are
the property of their respective owners, who may or may not be affiliated with, connected to,
or sponsored by OmniBazaar or its affiliates.
You may use the OmniBazaar Site for limited purposes
1. OmniBazaar grants you a limited license to access and make personal use of the Site.
2. OmniBazaar does not grant you the right to download (other than page caching) or modify the
Site, or any portion of the Site.
3. You understand OmniBazaar does not grant you the right to: (a) resell or make commercial use
(except as provided herein) of the Site or its contents; (b) make any derivative use of the Site or
their contents; (c) download or copy account information for the benefit of a third party or
merchant; or (d) use any data mining, robots, or similar data gathering and extraction tools.
4. You understand that the Site or any portion of the Site may not be reproduced, duplicated,
copied, sold, resold, visited, or otherwise exploited for any commercial purpose, other than as
required for the limited commercial use granted herein.
5. You may not frame or utilize framing techniques to enclose any trademark, logo, or other
proprietary information of OmniBazaar and our affiliates without express written consent.
6. You may not use any meta tags or any other “hidden text” utilizing OmniBazaar’s name or
trademarks without the express written consent of OmniBazaar. Any unauthorized use terminates
the permission or license granted by OmniBazaar hereunder.
7. You may not engage in the copying, reproduction, publication, rearrangement, redistribution,
modification, revision, alteration, or reverse engineering, of the Site.
8. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home
page of OmniBazaar so long as the link does not portray OmniBazaar, its affiliates, or their products
or services in a false, misleading, derogatory, or otherwise offensive matter.
9. You may not use any OmniBazaar logo or other proprietary graphic or trademark as part of the
link without express written permission.
Your Use of the Site
Your registration and account security
When you use the Site you may provide OmniBazaar certain registration and account information,
which OmniBazaar will rely on to provide you with the Site. The following are your obligations
when creating, registering, and maintaining the security and accuracy of your account:
1. You will register your account for your own use and not for the use of another person, alter
ego, or other identity.
2. You will create only one account for yourself.
3. You will not assign or transfer your account to anyone without first obtaining OmniBazaar’s
written consent.
4. You will not provide false or misleading information when you register an account.
5. If OmniBazaar terminates or disables your account, you may not create another account without
first getting OmniBazaar’s written consent.
6. You will keep your contact and other information requested by OmniBazaar (such as email,
location, etc.) accurate and up-to-date.
7. You will not share your password, let anyone other than you access your account, or do
anything that might compromise the security of your account.
Your personal information
1. You understand and acknowledge that your use of the Site is governed by the Privacy Policy,
which is incorporated into this Agreement by this reference.
2. OmniBazaar will only use personal information in accordance with OmniBazaar’s Privacy Policy.
3. You grant a worldwide, perpetual, royalty-free, irrevocable, and transferable license to
OmniBazaar to display, reproduce, transmit, use, and/or store this information to the extent
necessary to support the operation of the Site.
OmniBazaar may edit or modify anything on the Site without notice
OmniBazaar is committed to delivering a positive user experience and you understand that
OmniBazaar reserves the right (but without undertaking any duty) to edit, monitor, review,
delete, modify, or move any content or material provided or placed on or though the Site in its
sole discretion, without notice.
You are responsible for accepting updated versions of the Site
1. If OmniBazaar provides updated versions of the Site and/or the Site and you do not accept these
updated versions, you may not enjoy the most recent content, feature sets, and materials.
2. If you do not accept updated versions of the Site, OmniBazaar shall not bear any responsibility or
liability for your decision.
You must be 18 or older to use the OmniBazaar Site
1. You understand that you may not use the Site where such use is prohibited.
2. You understand that the Site are intended solely for users who are eighteen (18) years of age or
older and can legally form a binding agreement.
3. Any use of or access to the Site by anyone under 18 is unauthorized. If you are 13 or older but
under 18, you must have your parent or legal guardian’s permission to use the Site and to
accept the Terms of Use.
4. You represent and warrant that you are 18 or older, or entering this Agreement on behalf of
someone who is between the ages of 13 and 18, and that you agree to abide by all of the terms
and conditions of this Agreement.
5. OmniBazaar does not knowingly collect information from individuals who are less than thirteen
(13) years of age.
It is your responsibility to make sure this Agreement and your use of the Site complies with all
laws applicable to you
1. You understand that OmniBazaar may, in its sole discretion, refuse to offer or make available the
Site to any person or entity and change its eligibility criteria at any time.
2. You are solely responsible for ensuring that this Agreement complies with all laws, rules and
regulations applicable to you.
3. You understand that your right to access the Site will be revoked where this Agreement or use
of the Site is prohibited and, if that is the case, you agree not to use or access the Site in any
way.
OmniBazaar may terminate your use of the Site without reason or notice to you
While OmniBazaar respects its users, you agree that OmniBazaar may terminate your use of the Site
and/or the Site and prohibit you from accessing the Site and/or the Site, for any reason, or no
reason, and with or without notice.
What Laws and Rules You Are Responsible for Following
You promise to comply with this Agreement and any laws or regulations applicable to you
1. You promise not to use the Site for any purpose that is prohibited by this Agreement.
2. You are responsible for all of your activity in connection with the Site.
3. You shall abide by all applicable local, state, national and international laws and regulations
and, if you represent a business, any educational, education, teaching, privacy, or other selfregulatory code(s) applicable to you.
You agree to comply with OmniBazaar’s conduct policies when using the Site
1. We do our best to keep the Site safe and operational, but we cannot guarantee it. We need
your help to do that, which includes the following commitments:
o You will not modify, adapt, appropriate, reproduce, distribute, translate, create
derivative works or adaptations of, publicly display, republish, repurpose, or in any way
exploit the Site except as expressly authorized by OmniBazaar;
o You will not decipher, decompile, disassemble, reverse engineer or otherwise attempt
to derive any source code or underlying ideas or algorithms of any part of the Site,
except to the limited extent applicable laws specifically prohibit such restriction;
o You will not interfere or attempt to interfere with the proper working of the Site or any
activities conducted on the Site;
o You will not bypass any measures OmniBazaar may use to prevent or restrict access to the
Site (or other accounts, computer systems or networks connected to the Site);
o You will not run any form of auto-responder or “spam” on the Site;
o You will not use manual or automated software, devices, or other processes to “crawl”
or “spider” any page of the Site;
o You will not harvest or scrape any content or materials from the Site;
o You will not copy, rent, lease, distribute, or otherwise transfer any of the rights that you
receive hereunder;
o You will not solicit passwords or personally identifying information (this includes, but is
not limited to, someone else’s name, birth date, home address, IP address, credit card
number, social security number, or other government-issued identification information)
for commercial or unlawful purposes;
o You will not upload, post, transmit, share, store or otherwise make available any
material that contains software viruses or any other computer code, files or programs
designed to interrupt, destroy or limit the functionality of any computer software or
hardware or telecommunications equipment;
o You will not otherwise take any action in violation of OmniBazaar’s guidelines and policies.
o You will not threaten, intimidate, or harass another user or any parties on or through
the Site.
o You will not falsely represent your identity or impersonate a third party, nor will you
falsify or mislead third parties regarding your affiliation with any entity.
Important Notices
You use the OmniBazaar Site at your own risk
1. OmniBazaar has no obligation to review any content or material, including vendor and product
information, posted to or through the Site, and cannot therefore be responsible for such
material or content.
2. By operating the Site, OmniBazaar does not represent or imply that it endorses any content or
material there posted, or that it believes such material to be accurate, useful or non-harmful.
3. You are responsible for taking precautions as necessary to protect yourself and your computer
systems from viruses, worms, Trojan horses, and other harmful or destructive content.
4. The Site may contain content that is offensive, indecent, or otherwise objectionable, as well as
content containing technical inaccuracies, typographical mistakes, and other errors.
5. The Site may also contain material that violates the privacy or publicity rights, or infringes the
intellectual property and other proprietary rights, of third parties, or the downloading, copying
or use of which is subject to additional terms and conditions, stated or unstated.
6. OmniBazaar disclaims any responsibility for any harm resulting from the use by visitors of the Site,
or from viewing or downloading by those visitors of content posted on the Site.
Legal Conditions
OmniBazaar’s liability is limited
1. OmniBazaar is not responsible for any third party sites, third party content posted on the Site.
2. OmniBazaar is not responsible for the conduct, whether online or offline, of any user of the Site.
3. OmniBazaar assumes no responsibility for any error, omission, interruption, deletion, defect,
delay in operation or transmission, communications line failure, theft or destruction or
unauthorized access to, or alteration of, user communications.
4. You understand that it is your duty to confirm and verify any information provided on or
through the Site, and that you bear the sole risk of relying on any such information, including
but not limited to content, third-party content, links, or product listings.
5. OmniBazaar is not responsible for any problems or technical malfunction of any telephone
network or lines, cellular data provider or network, computer online systems, servers or
providers, computer equipment, software, on account of technical problems or traffic
congestion on the Site, including injury or damage to users or to any other person’s computer,
and/or mobile device.
WE TRY TO KEEP THE SITE AND SERVICES UP, BUG-FREE, AND SAFE, BUT YOU USE THEM AT
YOUR OWN RISK. THE INFORMATION FROM OR THROUGH THE SITE AND THE SERVICES IS
PROVIDED “AS IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE
DISCLAIMED. THE INFORMATION, SITE AND THE SERVICES MAY CONTAIN VIRUSES, BUGS,
ERRORS, PROBLEMS OR OTHER LIMITATIONS. IN NO EVENT WILL OmniBazaar OR ITS DIRECTORS,
EMPLOYEES OR AGENTS HAVE ANY LIABILITY WHATSOEVER FOR YOUR USE OF ANY THE SITE.
WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE),
WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
OmniBazaar DOES NOT CONTROL THIRD PARTY CONTENT OR THE INFORMATION PROVIDED BY
THIRD PARTIES, AND THEREFORE SHALL NOT BE RESPONSIBLE FOR YOUR RELIANCE ON ANY
INFORMATION OR STATEMENTS MADE ON OR THROUGH THE SITE.
OmniBazaar’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM
OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE FEES, IF ANY, PAID BY YOU TO US FOR
THE USE OF THE SITE, BUT IN NO CASE WILL OUR LIABILITY TO YOU SHALL EXCEED $50. YOU
AGREE THAT DISPUTES BETWEEN YOU AND OmniBazaar WILL BE RESOLVED BY BINDING,
INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION
LAWSUIT OR CLASS-WIDE ARBITRATION. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US
FOR THE SITE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE
PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US,
REGARDLESS OF THE CAUSE OF ACTION. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE
CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: “A GENERAL RELEASE DOES
NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”.
You agree to indemnify OmniBazaar
You agree to indemnify, defend, and hold harmless OmniBazaar, its contractors, licensors,
subsidiaries and affiliates and their respective partners, directors, officers, members, managers,
employees and agents from and against any and all claims and expenses, including any and all
losses, costs, liabilities, and attorneys’ fees, arising out of or in connection with: (1) your use of
the Site, (2) any third party content, third party sites and any other content, (3) any purchases
from or interactions with vendors (4) your violation of this Agreement, or of any law or the
rights of any third party, and (5) your breach of this Agreement and/or any breach of your
representations and warranties set forth herein.
You agree that Cayman Island law applies to this Agreement
Subject to the arbitration clauses included above, if there is any dispute arising out of the Site,
by using the Site, you expressly agree that any such dispute shall be governed by the laws of the
Cayman Islands, without regard to its conflict of law provisions, and you expressly agree and
consent to the exclusive jurisdiction and venue of the courts of the Cayman Islands for the
resolution of any such dispute.
Your general representation and warranty
You represent and warrant that:
o You will use the Site in accordance with the Privacy Policy, with this Agreement and with
all applicable laws and regulations (including without limitation any local laws or
regulations in your country, state, city, or other governmental area, regarding online
conduct and acceptable content, and including all applicable laws regarding the
transmission of technical data exported from the United States or the country in which
you reside)
o You will use the Site so as not to infringe or misappropriate the intellectual property
rights of any third party.
Other Terms
1. You and OmniBazaar agree that any cause of action arising out of or related to the Site must
commence within one (1) year after the cause of action arose; otherwise, such cause of action
is permanently barred.
2. You agree that, except for claims for injunctive or equitable relief or claims regarding
intellectual property rights (which may be brought in any competent court without the posting
of a bond), any dispute arising under this Agreement shall be finally settled in accordance with
the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc.
(”JAMS”) by arbitrators appointed in accordance with such rules.
3. You agree any arbitration shall take place in The Cayman Islands in the English language and the
arbitral decision may be enforced in any court. The prevailing party in any action or proceeding
to enforce this Agreement shall be entitled to costs and attorneys’ fees.
4. If any part of this Agreement is held invalid or unenforceable, that part will be construed to
reflect the parties’ original intent, and the remaining portions will remain in full force and
effect.
5. A waiver by either party of any term or condition of this Agreement or any breach thereof, in
any one instance, will not waive such term or condition or any subsequent breach thereof.
6. OmniBazaar may assign its rights under this Agreement without condition.
7. This Agreement will be binding upon and will inure to the benefit of the parties, their
successors and permitted assigns.
8. The headings of the paragraphs of this Agreement are inserted for convenience only and shall
not be deemed to constitute part of this Agreement or to affect the construction thereof.
ADDITIONAL SUMMARY PURCHASE TERMS AND CONDITIONS
These additional SUMMARY PURCHASE TERMS AND CONDITIONS are provided for your benefit
and you are advised to read these terms and conditions over very carefully which will apply to
any purchase of the OmniBazaar Tokens by you. You understand that below Summary Purchase
Terms and Conditions (the “Additional Terms”) have been prepared by OmniBazaar solely for use
by prospective purchasers as a HIGH-LEVEL summary and in the event of a conflict between
these Terms and any provisions contained within the Memorandum, the provisions contained
in the Memorandum shall control. In addition, all of the foregoing terms and conditions
contained above in this Agreement are fully incorporated in these Additional Terms, as if fully
recited herein.
1. OmniBazaar is conducting Token Sale Event (“Sale”) of its OmniBazaar Tokens, as further described
in the OmniBazaar White Paper and the OmniBazaar Information Memorandum (collectively, the
“Memorandum”.)
2. OmniBazaar’s goal is to create and distribute a cryptocurrency to serve as the exchange token for,
and provide utility functions within, a decentralized, distributed, decentralized, peer to peer,
online marketplace platform (the “OmniBazaar Marketplace Platform”).
3. You understand that the terms, conditions, as well as important disclosures and information
regarding the Sale are set forth in the Memorandum.
4. You understand, acknowledge, and agree that you will prior to making any purchase of the
OmniBazaar Tokens offered by OmniBazaar, diligently read the Memorandum and seek the advice
and counsel of your financial, legal, and tax advisors.
5. You understand, acknowledge, and agree that purchases of OmniBazaar Tokens should be
undertaken only by individuals, entities, or companies that have significant experience with,
and understanding of, the usage and intricacies of cryptographic tokens and blockchain based
software systems. Purchasers should have a functional understanding of storage and
transmission mechanisms associated with other cryptographic tokens. While OmniBazaar will be
available to assist purchasers of OmniBazaar Tokens during the sale, OmniBazaar will not be
responsible in any way for loss of BTC, ETH or OmniBazaar Tokens resulting from actions taken by,
or omitted by purchasers. If you do not have such experience or expertise, then you should not
purchase OmniBazaar Tokens or participate in the sale of OmniBazaar Tokens. Your participation in
OmniBazaar Tokens Sale is deemed to be your undertaking that you satisfy the requirements
mentioned in this paragraph.
6. In addition, you agree, accept, understand, and acknowledged following by purchasing any
OmniBazaar Tokens:
o You attest and represent that you are acquiring OmniBazaar Tokens only for your own
account, and not for or on behalf of any other individual, organization or entity.
o You bear sole responsibility for determining if (i) the acquisition, the allocation, use or
ownership of OmniBazaar Tokens (ii) the potential appreciation or depreciation in the
value of OmniBazaar Tokens over time, if any, (iii) the sale and purchase of OmniBazaar
Tokens; and/or (iv) any other action or transaction related to OmniBazaar Tokens has tax
implications.
o You are not obtaining or using OmniBazaar Tokens for any illegal purpose, and will not use
OmniBazaar Tokens for any illegal purpose;
o You accept that to the extent permitted by law and provided we act in good faith,
OmniBazaar makes no warranty whatsoever, either expressed or implied, regarding the
future success of OmniBazaar Tokens;
o You are agreeing not to hold any of OmniBazaar and its respective past, present and
future employees, officers, directors, contractors, consultants, equity holders, suppliers,
vendors, service providers, parent companies, subsidiaries, affiliates, agents,
representatives, predecessors, successors and assigns liable for any losses or any
special, incidental, or consequential damages arising from, or in any way connected, to
the sale of OmniBazaar Tokens, including losses associated with the terms set forth below.
o You obtain OmniBazaar Tokens on an “as is” and “under development” basis. Therefore,
provided OmniBazaar acts in good faith, you accept that OmniBazaar is providing OmniBazaar
Tokens without being able to provide any warranties in relation to OmniBazaar Tokens,
including, but not limited to, title, merchantability or fitness for a particular purpose;
o All purchases of OmniBazaar Tokens are final. Purchases of OmniBazaar Tokens are nonrefundable. By purchasing OmniBazaar Tokens, the purchaser acknowledges that neither
OmniBazaar nor any of its affiliates, directors or shareholders are required to provide a
refund for any reason.
Unregistered Offering
This Sale has not been registered or qualified under the securities laws of any jurisdiction
anywhere in the world. It is being offered and sold only in jurisdictions where such registration
or qualification is not required to purchase an OmniBazaar Token. To the best knowledge of
OmniBazaar, this Sale presumes a sale of OmniBazaar Tokens, whereby OmniBazaar becomes bound
to the purchasers thereof solely to the extent of being obliged to provide the product and/or a
service.
Purchasing an OmniBazaar Token involves a high degree of risk, see “Risk Factors” in these Terms
and especially in the Memorandum. This Sale may be governed by consumer protection laws in
jurisdictions where such regulation is applicable.
Neither these Terms nor the Memorandum constitute an offer to sell, or a solicitation of an
offer to buy, an OmniBazaar Token in any jurisdiction in which it is unlawful to make such an offer
or solicitation. Neither the U.S. Securities and Exchange Commission nor any other federal,
state or foreign regulatory authority has approved the purchase of OmniBazaar Tokens.
Furthermore, no such authority has confirmed the accuracy or determined the adequacy of the
terms of this Sale.
The summaries contained within these Additional Terms do not purport to be complete and are
subject to and qualified in their entirety by reference to the actual text of the relevant
document, including the Memorandum. Each prospective purchaser should review these
documents for complete information. OmniBazaar reserves the right to modify the terms of the
Sale. OmniBazaar Tokens described in these Additional Terms and the Memorandum are offered
subject to OmniBazaar’s ability to reject any commitment in whole or in part. Prior to purchasing
OmniBazaar Tokens a prospective purchaser is required to consult with its own legal, financial,
tax, accounting, and other advisors regarding the applicable limitations on purchasers who are
eligible to purchase it and that restrict its resale or other transfer; the income and other tax
consequences of acquiring, holding and disposing of OmniBazaar Tokens; and the other potential
consequences of acquiring OmniBazaar Token. Purchasers are required to carefully consider
whether purchasing an OmniBazaar Token is suitable to their business situation and goals. No
person has been authorized to make any statement concerning OmniBazaar or the sale of the
OmniBazaar Tokens discussed herein other than as set forth in the Memorandum, and any such
statements, if made, must NOT be relied upon.
Purchasers are required to make their own investigations and evaluations of OmniBazaar Tokens,
including the merits and risks of a purchasing thereof.
Cautionary Note regarding Forward-Looking Statements
Certain statements in these Terms and in the Memorandum constitute “forward-looking
information” under applicable laws. All statements that address expectations or projections
about the future, including statements about product development, market position, expected
expenditures and financial results, are forward-looking statements. Some of the forwardlooking statements may be identified by words like “expects,” “anticipates,” “plans,” “intends,”,
“believes”, “projects,” “indicates,” and similar expressions. Any statements contained in these
Terms and/or the Memorandum that are not statements of historical fact may be deemed to be
forward-looking statements. These statements are not guarantees of future performance and
involve a number of risks, uncertainties and assumptions. Accordingly, actual results or
performance of OmniBazaar and of the Tokens may differ significantly, positively or negatively,
from forward-looking statements made herein. Unanticipated events and circumstances are
likely to occur. Factors that might cause such differences include, but are not limited to, those
discussed under the heading “RISKS FACTORS,” which recipients of the Memorandum should
carefully consider.
Summary Risk Factors
The following SUMMARY Risk Factors provide merely a High-Level summary of some of the key
risk factors associated with the Sale. This list is non-exhaustive and you are strongly encouraged
to read and familiarize yourself with the Risk Factors set forth in the Memorandum.
1. OmniBazaar is a “start-up” company. Financial and operating risks confronting startups are
significant: OmniBazaar is not immune to these. The startup market in which OmniBazaar competes
is highly competitive and the percentage of companies that survive and prosper is small.
Startups often experience unexpected problems in the areas of product development,
marketing, financing, and general management, among others, which frequently cannot be
solved. In addition, startups may require substantial amounts of financing, which may not be
available through institutional private placements, the public markets or otherwise.
2. Theft of Sale Proceeds. There may be attempts to steal the Sale proceeds received by OmniBazaar
(including the fiat currency amount converted therefrom). Such a theft or attempted theft may
adversely affect the ability of OmniBazaar to fund the development of the OmniBazaar Marketplace
Platform. While OmniBazaar will adopt commercially reasonable technical solutions to keep the
Sale proceeds safe, certain cyber thefts could be unpreventable.
3. OmniBazaar may be forced to cease operations. It is possible that, due to any number of reasons,
including, but not limited to, an unfavorable fluctuation in the value of cryptographic and fiat
currencies, the inability by OmniBazaar to establish the OmniBazaar Marketplace Platform’s or the
Tokens’ utility, the failure of commercial relationships, or intellectual property ownership
challenges, OmniBazaar may no longer be viable to operate, and OmniBazaar may dissolve.
4. The OmniBazaar Marketplace Platform may not be widely adopted and may have limited users.
It is possible that the OmniBazaar Marketplace Platform will not be used by a large number of
individuals, companies and other entities or that there will be limited public interest in the
creation and development of distributed ecosystems (such as the OmniBazaar Marketplace
Platform) more generally or distributed applications to be used on the OmniBazaar Marketplace
Platform. Such a lack of use or interest could negatively impact the development of the
OmniBazaar Marketplace Platform and therefore the potential utility and value of Tokens.
5. OmniBazaar may not be able to build strong brand loyalty in the social media landscape.
OmniBazaar believes that brand name recognition is of great importance to the sustainability of
OmniBazaar and/or the OmniBazaar Marketplace Platform. There is no assurance that OmniBazaar
will be able to gain acceptance in the social media, social media marketing, social media
software industry. A failure by OmniBazaar to develop its brand name would have a material
adverse effect on the business, results of operations and value of the OmniBazaar Tokens.
6. The regulatory regime governing the blockchain technologies, cryptocurrencies, tokens and
token offerings such as OmniBazaar Marketplace Platform and the Tokens is uncertain, and
new regulations or policies may materially adversely affect the development of the OmniBazaar
Marketplace Platform and the utility of the Tokens. Regulations effecting tokens (including the
OmniBazaar Token) token offerings such as this, cryptocurrencies, blockchain technologies, and
cryptocurrency exchanges currently are undeveloped and likely to rapidly evolve. Regulations
vary significantly among international, federal, state and local jurisdictions and are subject to
significant uncertainty. Various legislative and executive bodies in the United States and in
other countries may in the future, adopt laws, regulations, guidance, or other actions, which
may severely impact the development and growth of the OmniBazaar Marketplace Platform
and the adoption and utility of the Tokens.
Investor Qualifications
Non-U.S. Purchaser Eligibility Requirements
1. Each Purchaser who is a Non-U.S. Person (as defined below) must represent in writing that
he, she, or it has satisfied and is in full observance of the laws of such Purchaser’s jurisdiction in
connection with any invitation to purchase an OmniBazaar Token, including (i) the legal
requirements within such purchaser’s jurisdiction for the purchase of OmniBazaar Tokens, (ii) any
foreign exchange restrictions applicable to such purchase, (iii) any governmental or other
consents that may need to be obtained, and (iv) the income tax and other tax consequences, if
any, that may be relevant to the purchase, holding, redemption, sale or transfer of OmniBazaar
Tokens. The Purchaser’s subscription and payment for, and the Purchaser’s continued
beneficial ownership of, OmniBazaar Tokens will not violate any applicable securities or other
laws of such Purchaser’s jurisdiction. The term “Non-U.S. Person” (as defined in Rule 902(k)(2)
of the Securities Act) means: 1. A discretionary account or similar account (other than an estate
or trust) held for the benefit or account of a Non-U.S. person by a dealer or other professional
fiduciary organized, incorporated, or (if an individual) resident in the United States; 2. A estate
of which any professional fiduciary acting as executor or administrator is a U.S. Person if: 1. An
executor or administrator of the estate who is not a U.S. Person has sole or shared investment
discretion with respect to the assets of the estate; and 2. The estate is governed by foreign law;
1. Any trust of which any professional fiduciary acting as trustee is a U.S. Person, if a trustee
who is not a U.S. Person has sole or shared investment discretion with respect to the trust
assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person;
2. An employee benefit plan established and administered in accordance with the law of a
country other than the United States and customary practices and documentation of such
country; 3. An agency or branch of a U.S. Person located outside the United States if: 1. The
agency or branch operates for valid business reasons; and 2. The agency or branch is engaged in
the business of insurance or banking and is subject to substantive insurance or banking
regulation, respectively, in the jurisdiction where located; 1. The International Monetary Fund,
the International Bank for Reconstruction and Development, the Inter-American Development
Bank, the Asian Development Bank, the African Development Bank, the United Nations, and
their agencies, affiliates and pension plans, and any other similar international organizations,
their agencies, affiliates and pension plans.
There may be other purchaser eligibility requirements. It is the responsibility of each purchaser
to verify if any of those requirements apply.
The USA PATRIOT Act may apply to determine the eligibility of each purchaser. The USA
PATRIOT Act is designed to detect, deter and punish terrorists in the United States and abroad.
The Act imposes new anti-money laundering requirements on brokerage firms and financial
institutions. Since April 24, 2002, all United States brokerage firms have been required to have
comprehensive anti-money laundering programs in effect. To help you understand these
efforts, OmniBazaar wants to provide you with some information about money laundering and
OmniBazaar efforts to help implement the USA PATRIOT Act. Money laundering is the process of
disguising illegally obtained money so that the funds appear to come from legitimate sources or
activities. Money laundering occurs in connection with a wide variety of crimes, including illegal
arms sales, drug trafficking, robbery, fraud, racketeering and terrorism. The use of the United
States financial system by criminals to facilitate terrorism or other crimes could taint our
financial markets. According to the United States State Department, one recent estimate puts
the amount of worldwide money laundering activity at $1 trillion a year.
You should check the Office of Foreign Assets Control (the “OFAC”) website at http://
www.treas.gov/ofac before making the following representations: You represent that the
amounts spent by you in this Sale were not and are not directly or indirectly derived from any
activities that contravene Federal, state or international laws and regulations, including
antimony laundering laws and regulations. Federal regulations and Executive Orders
administered by the OFAC prohibit, among other things, the engagement in transactions with,
and the provision of services to, certain foreign countries, territories, entities and individuals.
The lists of the OFAC-prohibited countries, territories, individuals and entities can be found on
the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by the
OFAC (the “OFAC Programs”) prohibit dealing with individuals or entities in certain countries,
regardless of whether such individuals or entities appear on any OFAC list: 1. you represent and
warrant that none of: (1) you; (2) any person controlling or controlled by you; (3) if you are a
privately-held entity, any person having a beneficial interest in you; or (4) any person for whom
you are acting as agent or nominee in connection with purchasing an OmniBazaar Token is a
country, territory, entity or individual named on an OFAC list, or a person or entity prohibited
under the OFAC Programs. Please be advised that OmniBazaar may not accept any subscription
amounts from a prospective purchaser if the purchaser cannot make the representation set
forth in the preceding sentence. You agree to promptly notify OmniBazaar should you become
aware of any change in the information set forth in any of these representations. You are
advised that, by law, OmniBazaar may be obligated to “freeze the account” of any purchaser,
either by prohibiting additional subscriptions from it, declining any redemption requests and/or
segregating the assets in the account in compliance with governmental regulations, and that
OmniBazaar may also be required to report such action and to disclose such purchaser’s identity
to the OFAC; 2. you represent and warrant that none of: (1) you; (2) any person controlling or
controlled by you; (3) if you are a privately-held entity, any person having a beneficial interest
in you; or (4) any person for whom you are acting as agent or 1. these individuals include
specially designated nationals, specially designated narcotics traffickers and other parties
subject to OFAC sanctions and embargo programs; 2. nominee in connection with this Sale is a
senior foreign political figure (“senior foreign political figure ” is defined as a senior official in
the executive, legislative, administrative, military or judicial branch of a foreign government
(whether elected or not), a senior official of a major foreign political party, or a senior executive
of a foreign government-owned corporation. In addition, a “senior foreign political figure”
includes any corporation, business or other entity that has been formed by, or for the benefit
of, a senior foreign political figure), or any immediate family member (“Immediate family ” of a
senior foreign political figure typically includes such figure’s parents, siblings, spouse, children
and in-laws) or close associate of a senior foreign political figure (“close associate ” of a senior
foreign political figure is a person who is widely and publicly known 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); and If you are affiliated with a non-U.S. banking institution
(a “Foreign Bank”), or if you receive deposits from, make payments on behalf of, or handle
other financial transactions related to a Foreign Bank, you represent and warrant to OmniBazaar
that: (1) the Foreign Bank has a fixed address, and not solely an electronic address, in a country
in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank
maintains operating records related to its banking activities; (3) the Foreign Bank is subject to
inspection by the banking authority that licensed the Foreign Bank to conduct its banking
activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank
that does not have a physical presence in any country and that is not a regulated affiliate.
OmniBazaar is entitled to rely upon the accuracy of your representations to each of them.
OmniBazaar may, but under no circumstances shall it be obligated to, require additional evidence
that a prospective Purchaser meets the standards set forth above at any time prior to its
acceptance of a prospective Purchaser’s subscription. You are not obligated to supply any
information so requested by OmniBazaar, but OmniBazaar may reject a subscription from you or
any person who fails to supply such information.
Additional Notices
This Sale has not been registered or qualified under the securities laws of any jurisdiction
anywhere in the world. It is being offered and sold only in jurisdictions where such registration
or qualification is not required.