Legal information

Important Notices

1. PLEASE CAREFULLY READ THIS SECTION AND THE FOLLOWING SECTIONS ENTITLED “DISCLAIMER OF LIABILITY”, “NO REPRESENTATIONS AND WARRANTIES BY ZPECOIN”, “REPRESENTATIONS AND WARRANTIES BY YOU”, “CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS”, “NO ADVICE”, “RESTRICTIONS ON DISTRIBUTION AND DISSEMINATION”, “NO OFFER OF SECURITIES OR REGISTRATION” AND “RISKS AND UNCERTAINTIES”. 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).

White Paper
2. The ZPEcoin Tokens (as defined in the White Paper) are not intended to constitute securities 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 or a solicitation for investment in securities in any jurisdiction.
3. This White Paper does not constitute or form part of any opinion on any advice to sell, or any solicitation of any offer by ZPEcoin to purchase any ZPEcoin Token.
4. The distributor of the ZPEcoin Tokens will be an affiliate of ZPEcoin, and will deploy all proceeds of sale of the ZPEcoin Tokens to fund the GAEA Research Company, its associated research partners and their operations.
5. No person is bound to enter into any contract or binding legal commitment in relation to the sale and purchase of the ZPEcoin Tokens and no cryptocurrency or other form of payment is to be accepted on the basis of this White Paper.
6. Any agreement as between the distributor and you as a purchaser, and in relation to any sale and purchase, of ZPEcoin 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.
7. You are not eligible to purchase any ZPEcoin Tokens in the Pre-Sale (as defined in this White Paper) unless you qualify as an “accredited investor” under U.S. standards.
8. Until launch of the ZPEcoin Protocol, accredited investors may acquire rights to purchase ZPEcoin Tokens in the Pre-Sale through a SAFT contract. Please contact us directly if you are an accredited investor interested in participating in the Pre-Sale.
9. 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.
10. There are risks and uncertainties associated with ZPEcoin and/or the GAEA Research Company and their respective businesses and operations, the ZPEcoin Tokens, and the Token Sale.
11. This White Paper, any part thereof or any copy thereof must not be taken or transmitted to any country where distribution or dissemination of this White Paper is prohibited or restricted.
12. 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 by ZPEcoin”, “Representations and Warranties by You”, “Cautionary Note on Forward-Looking Statements”, “No Advice”, “Restrictions On Distribution and Dissemination”, “No Offer of Securities Or Registration” and “Risks and Uncertainties”.

Disclaimer of Liability
13. To the maximum extent permitted by the applicable laws, regulations and rules, ZPEcoin and/ or the GAEA Research Company 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.

No Representations and Warranties by ZPEcoin
14. ZPEcoin and/or the GAEA Research Company 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 ZPEcoin
15. 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 ZPEcoin and/or the GAEA Research Company as follows:

  • A. You agree and acknowledge that the ZPEcoin Tokens do not constitute securities in any form in any jurisdiction;
  • B. 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 in any jurisdiction or a solicitation for investment in securities 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;
  • C. 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 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;
  • D. You agree and acknowledge that this White Paper, the undertaking and/or the completion of the Token Sale shall not be construed, interpreted or deemed by you as an indication of the merits of ZPEcoin and/or the GAEA Research Company, the ZPEcoin Tokens, and the Token Sale;
  • E. 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 ZPEcoin and/ or the GAEA Research Company;
  • F. You agree and acknowledge that in the case where you wish to purchase any ZPEcoin Tokens, the ZPEcoin 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 (whether ZPEcoin and/or the GAEA Research Company), rights, options or derivatives in respect of such debentures, stocks or shares;
    • iii. Units in a collective investment scheme;
    • iv. Units in a business trust;
    • v. Derivatives of units in a business trust; or
    • vi. Any other security or class of securities.
  • G. You are fully aware of and understand that you are NOT eligible to participate in the Pre-Sale of ZPEcoin Tokens if you are NOT an “accredited investor” under United States standards;
  • H. You have a basic degree of understanding of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;
  • I. You are fully aware and understand that in the case where you wish to purchase any ZPEcoin Tokens, there are risks associated with ZPEcoin and the GAEA Research Company and their respective business and operations, the ZPEcoin Tokens, and the Token Sale;
  • J. You agree and acknowledge that neither ZPEcoin nor the GAEA Research Company is 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; and
  • K. 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 any part thereof (as the case may be).

Cautionary Note on Forward-Looking Statements
16. This White Paper may contain certain forward-looking statements including, but not limited to, statements as to future operating results and plans that involve risks and uncertainties. We use words such as “expects”, “anticipates”, “believes”, “estimates”, the negative of these terms and similar expressions to identify forward looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the ZPEcoin and/or the GAEA Research Company to differ materially from any future results, performance or achievements expressed or implied by those projected in the forward-looking statements for any reason.
17. No information in this White Paper should be considered to be business, legal, financial or tax advice regarding ZPEcoin, the GAEA Research Company, the ZPEcoin Tokens, and the Token Sale. You should consult your own legal, financial, tax or other professional adviser regarding ZPEcoin and/ or the GAEA Research Company and their respective businesses and operations, the ZPEcoin Tokens, and the Token Sale. You should be aware that you may be required to bear the financial risk of any purchase of ZPEcoin Tokens for an indefinite period of time.

Restrictions on Distribution and Dissemination
18. 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 ZPEcoin and/or the GAEA Research Company. 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 Securities or Registration
19. This White Paper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or a solicitation for investment in securities 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. Any agreement in relation to any sale and purchase of ZPEcoin Tokens is to be governed by only the T&Cs of such agreement and no other document. In the event of any inconsistencies between the T&Cs and this White Paper, the former shall prevail.
20. 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.

Risks and Uncertainties
21. Prospective purchasers of ZPEcoin Tokens should carefully consider and evaluate all risks and uncertainties associated with ZPEcoin, the GAEA Research Company and their respective businesses and operations, the ZPEcoin Tokens, and the Token Sale, all information set out in this White Paper and the T&Cs prior to any purchase of ZPEcoin Tokens. If any of such risks and uncertainties develops into actual events, the business, financial condition, results of operations and prospects of ZPEcoin and/or the GAEA Research Company could be materially and adversely affected. In such cases, you may lose all or part of the value of the ZPEcoin Tokens.

Pre-Sale and ZPEcoin Token Sale
GAEA Research Company is creating 3 million ZPEcoin tokens (the “ZPEcoin Tokens”) in the first release of the ZPEcoin – there will be subsequent releases of ZPEcoin, managed by the ZPEcoin protocols, as set by the founding group. These forks will be activated at 98% of ZPEcoin Token sales, and a full list of these forks is located in the “White Paper”.

GAEA Research Company is conducting a pre-sale of rights to receive ZPEcoin Tokens upon occurrence of the public launch, which is being made available solely to accredited investors through a Simple Agreement for Future Tokens (the “Pre-Sale”), followed by a more broadly available offering of ZPEcoin Tokens that will occur once the ZPEcoin is operational (the “Token Sale”).

The ZPEcoin Token is an ERC20 token which will represent the only method to pay for ZPE products in connection with GAEA Research Company’s commercial products licence holder, Infinergy. ZPEcoin Tokens can be purchased by qualified purchasers during the Token Sale by transferring Ether (“ETH”).

Each participant in the Pre-Sale will be required to provide information concerning their status as an “accredited investor” (or similar concept) under applicable securities laws. Each Pre-Sale participant, as well as each purchaser of ZPEcoin Tokens in the Token Sale, will be required to provide “know your client” (or KYC) information. GAEA Research Company will carry out certain checks to ensure that we are adhering to our anti-money laundering (or AML) requirements and procedures.