CROWDSALE

TERMS AND CONDITIONS

PLEASE READ THE FOLLOWING CROWDSALE TERMS AND CONDITIONS CAREFULLY.
NOTE THAT SECTION “DISPUTE RESOLUTION. ARBITRATION” CONTAINS A BINDING
ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL
RIGHTS. IF YOU DO NOT AGREE TO THESE CROWDSALE TERMS AND CONDITIONS, DO
NOT PURCHASE TOKENS FROM "DEEPWATER SYSTEMS".


Your purchase of "DeepWater Systems" tokens (each, a “Token”) during the Crowdsale (as defined
below) is subject to these terms and conditions of sale (the “Terms”). Each of you and
"DeepWater Systems" is a “Party” and, together, the “Parties” to these Terms.
By purchasing Tokens from "DeepWater Systems" during the Crowdsale, you will be bound by these
Terms and any terms incorporated by reference. If you have any questions regarding
these Terms, please contact "DeepWater Systems" team at [email protected] You and "DeepWater Systems"
agree as follows.


ELIGIBILITY

In order to be eligible to participate in the Crowdsale you must comply with all the terms
and conditions set forth in these Terms and also have an Ethereum wallet that supports
the ERC-20 token standard in order to receive any Tokens purchased from "DeepWater Systems" (the
“Token Receipt Address”). "DeepWater Systems" reserves the right to prescribe additional guidance
regarding specific wallet requirements. In the Crowdsale all major cryptocurrencies as
well as wire transfers will be the accepted payment currencies. The list of accepted
cryptocurrencies is available on our website.


CANCELLATION. REFUSAL OF PURCHASE REQUESTS

All Token purchases from DeepWaterToken are final, and there are no refunds or cancellations,
except as may be required by applicable law or regulation. DeepWaterToken reserves the right to
refuse or cancel Token purchase requests at any time in its sole discretion.


ACKNOWLEDGMENT AND ASSUMPTION OF RISKS

You acknowledge and agree that there are risks associated with purchasing Tokens,
owning Tokens and using Tokens for the provision or receipt of Services in the
Ecosystem, as disclosed and explained in Section “Certain risk relating to purchase, sale
and use of tokens” of these Terms. BY PURCHASING TOKENS, PURCHASER EXPRESSLY
ACKNOWLEDGES AND ASSUMES THESE RISKS.


SECURITY

You are responsible for implementing reasonable measures for securing the wallet, vault
or other storage mechanism you use to receive and hold Tokens purchased from
"DeepWater Systems", including any requisite private key(s) or other credentials necessary to access
such storage mechanism(s). If your private key(s) or other access credentials are lost,
you may lose access to your Tokens. "DeepWater Systems" is not responsible for any losses, costs or
expenses relating to lost access credentials.


PERSONAL INFORMATION

"DeepWater Systems" may determine, in its sole discretion, that it is necessary to obtain certain
information about you in order to comply with applicable laws or regulations in
connection with selling Tokens to you. You agree to provide "DeepWater Systems" such information
promptly upon request. You acknowledge that "DeepWater Systems" may refuse to sell Tokens to you
until you provide such requested information and "DeepWater Systems" has determined that it is
permissible to sell you Tokens under applicable laws or regulations.


TAXES

Any amounts that you pay for Tokens are exclusive of all applicable taxes. You are
responsible for determining what, if any, taxes apply to your purchase of Tokens,
including, for example, sales, use, value added, and similar taxes. It is also your
responsibility to withhold, collect, report and remit the correct taxes to the appropriate
tax authorities. "DeepWater Systems" is not responsible for withholding, collecting, reporting, or
remitting any sales, use, value added, or similar tax arising from your purchase of Tokens.


PURCHASER REPRESENTATIONS AND WARRANTIES

By sending ETH to purchase Tokens from "DeepWater Systems", you represent and warrant that:
◈ you have read and understood these Terms;
◈ YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH
PURCHASING TOKENS, OWNING TOKENS AND USING TOKENS FOR THE PROVISION
OR RECEIPT OF SERVICES IN THE ECOSYSTEM INCLUDING (BUT NOT NECESSARILY
LIMITED TO) THE RISKS DESCRIBED IN SECTION “CERTAIN RISK RELATING TO
PURCHASE, SALE AND USE OF TOKENS” OF THESE TERMS;
◈ you have a sufficient understanding of technical and business matters (including
those that relate to the Services and Ecosystem), cryptographic tokens, token storage
mechanisms (such as token wallets), and blockchain technology to understand these
Terms and to appreciate the risks and implications of purchasing the Tokens;
◈ you understand the restrictions and risks associated with the creation of Tokens as
set forth herein, and acknowledges and assumes all such risks;
◈ you have obtained sufficient information about the Tokens, the Services and the
Ecosystem to make an informed decision to purchase the Tokens;
◈ you understand that the Tokens confer only the right to provide and receive Services
in the Ecosystem (and potentially contribute to the technical development of the
Ecosystem), and confer no other rights of any form with respect to the Ecosystem or
"DeepWater Systems", including, but not limited to, any ownership, distribution, redemption,
liquidation, proprietary (including all forms of intellectual property), or other
financial or legal rights;
◈ you are purchasing Tokens solely for the purpose of receiving Services, participating
in the Ecosystem, and supporting the development, testing, deployment and
operation of the Ecosystem, being aware of the commercial risks associated with
"DeepWater Systems" and the Ecosystem;
◈ your purchase of Tokens complies with applicable laws and regulations in your
jurisdiction, including, but not limited to: (i) legal capacity and any other threshold
requirements in your jurisdiction for the purchase of the Tokens and entering into
contracts with "DeepWater Systems"; (ii) any foreign exchange or regulatory restrictions
applicable to such purchase; and (iii) any governmental or other consents that may
need to be obtained;
◈ you will comply with any applicable tax obligations in your jurisdiction arising from
your purchase of Tokens;
◈ if you are purchasing Tokens on behalf of any entity, you are authorized to accept
these Terms on such entity’s behalf and that such entity will be responsible for breach
of these Terms by you or any other employee or agent of such entity (references to
“you” in these Terms refer to you and such entity, jointly);
◈ you have obtained independent legal advice with respect to same before accepting
these Terms, and, in accepting these Terms, you further represent and warrant to
"DeepWater Systems" that you have been so advised to obtain independent legal advice, and that
prior to accepting these Terms you have obtained independent legal advice, or have,
in your discretion, knowingly and willingly elected not to do so;
◈ you are not a citizen or resident of a geographic area in which access to or use of the
Services or the acceptance of delivery of the Tokens is prohibited by applicable law,
decree, regulation, treaty or administrative act, and if your country of residence or
other circumstances change such that the above representations are no longer
accurate, you will immediately cease using the Services;
◈ if you are registering to use the Services on behalf of a legal entity, you further
represent and warrant that: (i) such legal entity is duly organized and validly existing
under the applicable laws of the jurisdiction of its organization; and (ii) you are duly
authorized by such legal entity to act on its behalf; and
◈ none of the funds being used to purchase the Tokens are to the your knowledge
proceeds obtained or derived directly or indirectly as a result of illegal activities, and
the funds being used to purchase the Tokens which will be advanced by you under
these Terms will not represent proceeds of crime and/or money laundering and you
acknowledge that "DeepWater Systems" may in the future be required by law to disclose your
name and other information relating to these Terms, on a confidential basis, and to
the best of the your knowledge, none of the funds to be provided by you to "DeepWater Systems"
are being tendered on behalf of a person or entity who has not been identified to you,
and you will promptly notify "DeepWater Systems" if you discover that any of such
representations cease to be true, and will promptly provide "DeepWater Systems" with all
necessary information in connection therewith.


INDEMNIFICATION

To the fullest extent permitted by applicable law, you will indemnify, defend and hold
harmless "DeepWater Systems" 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 (the "DeepWater Systems" Parties”) from and against all claims, demands,
actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or
relate to: (i) your purchase or use of Tokens; (ii) your responsibilities or obligations
under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights
of any other person or entity.
"DeepWater Systems" reserves the right to exercise sole control over the defense, at your expense, of
any claim subject to indemnification under this Section. This indemnity is in addition to,
and not instead of, any other indemnities set forth in a written agreement between you
and "DeepWater Systems"


DISCLAIMERS

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS
OTHERWISE SPECIFIED IN A WRITING BY "DeepWater Systems": (i) THE TOKENS ARE SOLD ON
AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND
"DeepWater Systems" EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AS TO THE TOKENS,
INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (ii)
"DeepWater Systems" DOES NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE,
CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE
TOKENS WILL BE CORRECTED; AND (iii) "DeepWater Systems" CANNOT AND DOES NOT
REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR
TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.


Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of
implied terms in contracts with consumers, so some or all of the exclusions of warranties
and disclaimers in this Section may not apply to you.


LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (i) IN NO EVENT WILL
"DeepWater Systems" OR ANY OF "DeepWater Systems" PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING,
BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS,
LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF
OR IN ANY WAY RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE
RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED
IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE,
WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE
THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE);
AND (ii) IN NO EVENT WILL THE AGGREGATE LIABILITY OF "DeepWater Systems" AND
"DeepWater Systems" PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER
THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR
INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAID TO "DeepWater Systems" FOR
THE TOKENS.
THE LIMITATIONS SET FORTH IN THESE SECTION WILL NOT LIMIT OR EXCLUDE
LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR
RECKLESS MISCONDUCT OF "DeepWater Systems".

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or
consequential damages. Accordingly, some of the limitations of this Section may not apply
to you


RELEASE

To the fullest extent permitted by applicable law, you release "DeepWater Systems" and the other
"DeepWater Systems" Parties from responsibility, liability, claims, demands and/or damages (actual
and consequential) of every kind and nature, known and unknown (including, but not
limited to, claims of negligence), arising out of or related to disputes between users and
the acts or omissions of third parties. You expressly waive any rights you may have under
any other statute or common law principles that would otherwise limit the coverage of
this release to include only those claims which you may know or suspect to exist in your
favor at the time of agreeing to this release.


DISPUTE RESOLUTION. ARBITRATION

Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or
proceedings (collectively, “Disputes” ) in which either you or "DeepWater Systems" seeks to bring an
individual action in small claims court or seeks injunctive or other equitable relief for the
alleged unlawful use of intellectual property, including, without limitation, copyrights,
trademarks, trade names, logos, trade secrets or patents, all Disputes arising out of or in
connection with these Terms, or in respect of any legal relationship associated therewith
or derived therefrom, will be referred to and finally resolved by arbitration administered
by the Singapore International Commercial Court. The place of arbitration will be
Singapore.
No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of
or related to these Terms is personal to you and "DeepWater Systems" and will be resolved solely
through individual arbitration and will not be brought as a class arbitration, class action
or any other type of representative proceeding. There will be no class arbitration or
arbitration in which an individual attempts to resolve a Dispute as a representative of
another individual or group of individuals. Further, a Dispute cannot be brought as a class
or other type of representative action, whether within or outside of arbitration, or on
behalf of any other individual or group of individuals.
Notice. Informal Dispute Resolution. Each of you and "DeepWater Systems" will notify the other
party in writing of any arbitrable or small claims Dispute within 30 days of the date it
arises, so that each of you and "DeepWater Systems" can attempt in good faith to resolve the Dispute
informally. Notice to "DeepWater Systems" will be sent by e-mail to "DeepWater Systems" at [email protected]
Notice to you will be by email to the email address provided to "DeepWater Systems". Your notice
must include: (i) your name, postal address, email address and telephone number; (ii) a
description in reasonable detail of the nature or basis of the Dispute; and (iii) the specific
relief that you are seeking. If you and "DeepWater Systems" cannot agree how to resolve the Dispute
within 30 days after the date notice is received by the applicable party, then either you or
"DeepWater Systems" may, as appropriate and in accordance with this Section, commence an
arbitration proceeding or, to the extent specifically provided for in Section (a), file a claim
in court.
Governing Law and Venue. These Terms will be governed by and construed and enforced
in accordance with the laws of Singapore, without regard to conflict of law rules or
principles that would cause the application of the laws of any other jurisdiction. Any
Dispute between the Parties arising out or relating to these Terms that is not subject to
arbitration will be resolved and governed through the courts of Singapore, with the
venue being Singapore.


SEVERABILITY

If any term, clause or provision of these Terms is held unlawful, void or unenforceable,
then that term, clause or provision will be severable from these Terms and will not affect
the validity or enforceability of any remaining part of that term, clause or provision, or
any other term, clause or provision of these Terms.


MISCELLANEOUS

These Terms constitute the entire agreement between you and "DeepWater Systems" relating to your
purchase of Tokens from "DeepWater Systems". "DeepWater Systems" may assign "DeepWater Systems"’s rights and
obligations under these Terms. "DeepWater Systems"’s failure to exercise or enforce any right or
provision of these Terms will not operate as a waiver of such right or provision.
"DeepWater Systems" will not be liable for any delay or failure to perform any obligation under these
Terms where the delay or failure results from any cause beyond "DeepWater Systems"’s reasonable
control. Purchasing Tokens from "DeepWater Systems" does not create any form of partnership, joint
venture, or any other similar relationship between you and "DeepWater Systems". Except as
otherwise provided in herein, these Terms are intended solely for the benefit of you and
"DeepWater Systems" and are not intended to confer third-party beneficiary rights upon any other
person or entity. You agree and acknowledge that all agreements, notices, disclosures,
and other communications that "DeepWater Systems" provides to you, including these Terms, will be
provided in electronic form.


CERTAIN RISK RELATING TO PURCHASE, SALE AND USE OF TOKENS

Important Note: As noted elsewhere in these Terms, the Tokens are not being structured or
sold as securities or any other form of investment product. Accordingly, none of the
information presented in the following Sections is intended to form the basis for any
investment decision, and no specific recommendations are intended. "DeepWater Systems" expressly
disclaims any and all responsibility for any direct or consequential loss or damage of any
kind whatsoever arising directly or indirectly from: (i) reliance on any information
contained in the following Sections; (ii) any error, omission or inaccuracy in any such
information; or (iii) any action resulting from such information.
By purchasing, owning, and using Tokens, you expressly acknowledge and assume the
following risks.


RISK OF LOSING ACCESS TO TOKENS DUE TO LOSS OF PRIVATE KEY(S),
CUSTODIAL ERROR OR PURCHASER ERROR


A private key, or a combination of private keys, is necessary to control and dispose of
Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s)
associated with your digital wallet or vault storing Tokens will result in loss of such
Tokens. Moreover, any third party that gains access to such private key(s), including by
gaining access to login credentials of a hosted wallet service you use, may be able to
misappropriate your Tokens. Any errors or malfunctions caused by or otherwise related
to the digital wallet or vault you choose to receive and store Tokens in, including your
own failure to properly maintain or use such digital wallet or vault, may also result in the
loss of your Tokens. Additionally, your failure to follow precisely the procedures set forth
in for buying and receiving Tokens.


RISKS ASSOCIATED WITH THE ETHEREUM PROTOCOL

Because Tokens and the platform are based on the Ethereum protocol, any malfunction,
breakdown or abandonment of the Ethereum protocol may have a material adverse effect
on the platform or Tokens. Moreover, advances in cryptography, or technical advances
such as the development of quantum computing, could present risks to the Tokens and
the platform, including the utility of the Tokens for obtaining Services, by rendering
ineffective the cryptographic consensus mechanism that underpins the Ethereum
protocol.


RISK OF MINING ATTACKS

As with other decentralized cryptographic tokens based on the Ethereum protocol, the
Tokens are susceptible to attacks by miners in the course of validating Token transactions
on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority
mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to
the platform and the Tokens, including, but not limited to, accurate execution and
recording of transactions involving Tokens.


RISK OF HACKING AND SECURITY WEAKNESSES

Hackers or other malicious groups or organizations may attempt to interfere with the
platform or the 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 platform is based on open-source software, there is a risk that
a third party or a member of the "DeepWater Systems" team may intentionally or unintentionally
introduce weaknesses into the core infrastructure of the platform, which could negatively
affect the platform and the Tokens, including the utility of the Tokens for obtaining
Services.


RISK OF UNINSURED LOSSES

Unlike bank accounts or accounts at some other financial institutions, Tokens are
uninsured unless you specifically obtain private insurance to insure them. Thus, in the
event of loss or loss of utility value, there is no insurer arranged by "DeepWater Systems", to offer
recourse to you.


RISKS ASSOCIATED WITH UNCERTAIN REGULATIONS AND ENFORCEMENT ACTIONS

The regulatory status of the Tokens and distributed ledger technology is unclear or
unsettled in many jurisdictions. It is difficult to predict how or whether regulatory
agencies may apply existing regulation with respect to such technology and its
applications, including the platform and the Tokens. It is likewise difficult to predict how
or whether legislatures or regulatory agencies may implement changes to law and
regulation affecting distributed ledger technology and its applications, including the
platform and the Tokens. Regulatory actions could negatively impact the platform and the
Tokens in various ways, including, for purposes of illustration only, through a
determination that the purchase, sale and delivery of the Tokens constitutes unlawful
activity or that the Tokens are a regulated instrument that require registration or
licensing of those instruments or some or all of the parties involved in the purchase, sale
and delivery thereof. "DeepWater Systems" may cease operations in a jurisdiction in the event that
regulatory actions, or changes to law or regulation, make it illegal to operate in such
jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s)
to operate in such jurisdiction.


RISKS ARISING FROM TAXATION

The tax characterization of Tokens is uncertain. You must seek your own tax advice in
connection with purchasing Tokens, which may result in adverse tax consequences to
you, including withholding taxes, income taxes and tax reporting requirements.
RISK OF COMPETING PLATFORMS
It is possible that alternative platforms could be established that utilize the same open
source code and protocol underlying the platform and attempt to facilitate services that
are materially similar to the Services. The platform may compete with these alternatives,
which could negatively impact the platform and Tokens, including the utility of the
Tokens for obtaining Services.


RISK OF INSUFFICIENT INTEREST IN THE DEEPWATER MARKET PLATFORM OR DISTRIBUTED APPLICATIONS

It is possible that the Deepwater Market 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 platforms (such as the platform) more generally. Such a
lack of use or interest could negatively impact the development of the platform and
therefore the potential utility of the Tokens, including the utility of the Tokens for
obtaining LOYALTY PROGRAM


RISK OF AN UNFAVORABLE FLUCTUATION OF ETHER VALUE

If the value of ETH fluctuates unfavorably during or after the Crowdsale, the "DeepWater Systems"
team may not be able to fund development, or may not be able to develop or maintain the
platform in the manner that it intended. In addition to the usual market forces, there are
several potential events which could exacerbate the risk of unfavorable fluctuation in the
value of ETH, including another DAO-like attack on the Ethereum network; or significant
security incidents or market irregularities at one or more of the major cryptocurrency
exchanges.


RISK OF DISSOLUTION OF THE "DEEPWATER SYSTEMS" OR DEEPWATER MARKET PLATFORM

It is possible that, due to any number of reasons, including, but not limited to, an
unfavorable fluctuation in the value of ETH (or other cryptographic and fiat currencies), the failure
of commercial relationships, or intellectual property ownership challenges, the platform
may no longer be viable to operate or "DeepWater Systems" may dissolve.


RISKS ARISING FROM LACK OF GOVERNANCE RIGHTS

Because Tokens confer no governance rights of any kind with respect to the DeepWater project or
"DeepWater Systems" , all decisions involving DeepWater products or services itself will be made by "DeepWater Systems" at its sole discretion, including, but not limited
to, decisions to discontinue its products or services in the platform, to create and sell
more Tokens for use in the platform, or to sell or liquidate "DeepWater Systems". These decisions
could adversely affect the platform and the utility of any Tokens you own, including LOYALTY PROGRAM.


UNANTICIPATED RISKS

Cryptographic tokens such as the Tokens are a new and untested technology. In addition
to the risks included in Section “Certain risk relating to purchase, sale and use of tokens”
of these Terms, there are other risks associated with your purchase, possession and use
of the Tokens, including unanticipated risks. Such risks may further materialize as
unanticipated variations or combinations of the risks discussed in in Section “Certain risk
relating to purchase, sale and use of tokens” of these Terms.




Version 1.2 Decembre 2017

Join us at this early stage of the project to take part in making history.