GUP Creation and Matchpool Project Creation Conditions: Explanatory Note & Governance Terms
1. Principles
1 By transferring Ether (ETH) to the Smart Contract System and the Smart Contract System creating Guppies (“GUP”), the User understands and accepts that the User makes a contribution into a Smart Contract System for the development of the Matchpool Project (“Contribution”), as further described in the Matchpool Project Whitepaper (“Matchpool Project” / “the Whitepaper”). For the Whitepaper and/or further information on the Matchpool Project, visit: http://matchpool.co. The information contained in the Whitepaper and on the website are of descriptive nature only, are not binding and do – unless explicitly referred to herein – not form part of the Terms as set forth under para. 5 below.
2 The User understands and accepts that while the individuals and entities, including Matchpool GmbH (under formation in Switzerland, hereinafter “Matchpool”), assigned to this task will make reasonable efforts to develop and complete the Matchpool Project, it is possible that such development may fail and User’s GUP become useless and/or valueless due to technical, commercial, regulatory or any other reasons (see also Chapter 5 regarding Risks).
3 The User is also aware of the risk that even if all or parts of the Matchpool Project are successfully developed and released in full or in parts, due to a lack of public interest, the Matchpool Project could be fully or partially abandoned, remain commercially unsuccessful or shut down for lack of interest, regulatory or other reasons. The User therefore understands and accepts that the transfer of ETH to the Smart Contract System and the creation of GUP by the Smart Contract System carry significant financial, regulatory and/or reputational risks (including the complete loss of value of created GUP if any, and attributed features of the Matchpool Project).
4 The User furthermore understands and accepts that - as the creation of the GUP as well as the assignment of the execution of the Matchpool Project are smart contract based - the terms and conditions applicable thereon are set forth in the Smart Contract System Code, consisting of two interconnected software codes, existing on the Ethereum blockchain at the address specified on http://matchpool.co. To the extent the terms contained herein or in any other document or communication contradict to the ones set forth in the Smart Contract System, the terms of the Smart Contract System prevail. Furthermore, neither this document nor any other document or communication may modify or add any additional obligations to Matchpool or publisher of these terms or developer of the Smart Contract System and/or any other person, Matchpool and/or affiliates involved with the deployment of the Smart Contract System and the setting up of the Matchpool Project beyond those set forth in the Smart Contract System.
5 By transferring ETH to the Smart Contract System, the User expressly agrees to all of the terms and conditions set forth in Smart Contract System Code existing on the Ethereum blockchain (at the addresses set forth under para 4) and in this document (together the “Terms”), which is incorporated by reference herein. The User further confirms to have carefully reviewed the Smart Contract System Code, its functions and the terms and conditions set forth in this document and to fully understand the risks and costs of creating GUP and contributing into a Smart Contract System for the development of the Matchpool Project.
6 This document does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction. It is a description of the functionality of a Smart Contract System.
7 By transferring ETH to the Smart Contract System and/or receiving GUP, no form of partnership, joint venture or any similar relationship between the Users and Matchpool and/or other individuals or entities involved with the deployment of the Smart Contract System and the setting up of the Matchpool Project is created.
8 The contribution into the Smart Contract System will not involve any fiat currencies and will strictly be done in cryptocurrencies (ETH).
2. GUP Creation Function
2.1 Usage License; No Ownership, Revenue or Governance Rights
9 Usage License: Ownership of GUP carries no rights express or implied other than a limited right (license) to use the Matchpool platform (“Matchpool Platform”), if and to the extent the Matchpool Project has been successfully completed and launched.
10 No Ownership, Revenue or Governance Rights: In particular, User understands and accepts that GUP do not represent or constitute any ownership right or stake, share or security or equivalent rights nor any right to receive future revenues, shares or any other form of participation or governance right in or relating to the Matchpool Project and/or Matchpool.
2.2 Contribution
11 Token Pools: During the Creation Period, an amount of 100’000’000 GUP is planned to be created by the Smart Contract System (“Total Launch Quantity”), all of equal value and functionality, however, divided by the Smart Contract System into three different pools.
§ Pool A consisting of 60’000’000 GUP (60% of Total Launch Quantity), intended to be created by the Smart Contract System during the Creation Period for Users having made Contributions. If there are less Contributions made by Users than necessary to create 60’000’000 GUP, the remaining number of GUP will be created by the Smart Contract System and allocated to the Users in proportion to their Contributions. These GUP become transferrable 28 days after the start of the Creation Period (See para. 14 below).
User understands and accepts that the Smart Contract System may contain a pre-allocation of up to 25% of Pool A GUP to third parties for public sale at the same conditions as during the Creation Period.
§ Pool B consisting of 15’000’000 GUP (15% of Total Launch Quantity), intended to be created by the Smart Contract System with deployment of the Smart Contract System. After the end of the Creation Period, Pool B will be allocated to Bounties, early contributors (“Early Contributors”) and Advisors (see below para 21);
§ Pool C consisting of 8’000’000 GUP (8% of Total Launch Quantity), intended to be created by the Smart Contract System with deployment of the Smart Contract System.- After the end of the Creation Period, Pool C will be allocated to persons who participated as managers, founders, worked to develop the ideas, implementations and supporting structures of the Matchpool Project (“Matchpool Team Members”).
§ Pool D consisting of 17’000’000 GUP (17% of Total Launch Quantity), intended to be created by the Smart Contract System with deployment of the Smart Contract System. After the launch of the Matchpool Platform and throughout its operation, the Smart Contract System allocates the Pool D to the first 250’000 female users of the Matchpool Platform (see below para 21).
12 Creation Rate and Bonus System: The Creation Rate during Creation Period for each GUP of Pool A will be divided into different levels, representing different Bonus schemes, according to the timing of the Contributions:
§ First hour of the Creation Period (“Power Hour”): For every ETH contributed, there will be 400 GUP allocated;
§ After the first hour and for the first three days (until 72 hours after the start of the Creation Period have elapsed): For every ETH contributed, there will be 366 GUP allocated;
§ After the first three days and for the duration of two weeks (until 14 days after the start of the Creation Period have elapsed): For every ETH contributed, there will be 333 GUP allocated;
§ For the rest of the Contribution Period: For every ETH contributed, there will be 300 GUP allocated;
13 Maximum Contribution Amount: The Maximum Contribution Amount will be 140’000 ETH (approx. USD 5 million, depending on the development of the exchange rate USD/ETH). If during the Creation Period the Maximum Contribution Amount has been reached, no additional GUP will be created. Each GUP will have the same functions implemented.
14 Creation Period: The Creation Period starts 5 hours after the deployment of the Smart Contract System and lasts until the Maximum Contribution Amount has been reached or for a maximal duration of 28 days (“Maximal Duration Of Creation Period”), whichever is earlier.
15 Activation Threshold: If Contributions of less than ETH 7’000 are submitted to the Smart Contract System, the project is considered to have failed. The User’s contribution will be transferred back to the address used to transfer the ETH to the Smart Contract System.
16 Creation and Allocation of GUP: The creation and allocation of GUP of Pool A by the Smart Contract System are initiated by the User sending an amount of ETH to the Smart Contract System, located on the Ethereum blockchain at the addresses set forth under para 4, which triggers a smart contract operation. The Smart Contract System creates and allocates the corresponding GUP to the User’s wallet address, from where the ETH were sent from. User therefore shall assure to make his contribution using an ETH address to which the Smart Contract System can send back GUP and/or ETH to (e.g. not an address of a currency exchange). Issuance of GUP (meaning that respective entries of the Public Key (PUK) of User) are made by the Smart Contract System on the blockchain according to the allocation information in the Smart Contract System.
17 No Refund: The User understands and accepts that all Contributions for GUP are final and may not be reversed. Contributions are non-refundable. By contributing for GUP, the User acknowledges that he has no right to request a refund for any reason, and that the User will not receive money or other compensation for any GUP that is not used or remains unused.
18 Assure to use the original Smart Contracts: Only the Smart Contract(s) existing at the addresses set forth under para 4 will issue GUP during the Creation Period. Access to this Smart Contract will be available through Matchpool.co. To the extent that any third-party website, service or smart-contract offers GUP during the Creation Period or facilitates the allocation or transfer of GUP in any way during the Creation Period or at any time up to the release of the Genesis Block, such third-party websites or services are, unless explicitly mentioned on http://matchpool.co, not authorised by Matchpool and have no relationship in any way with Matchpool.
19 Transferability of GUP during the Creation Period and after: Any and all GUP are not transferable during a period of 28 days, starting with the beginning of the Creation Period, as set forth in the Smart Contract System.
20 Contribution Freeze / Abort: During the Creation Period, the Matchpool team may at any time stop the contribution function for security reasons. As long as such contribution freeze is upheld or if the Creation Period is aborted, no further Contribution will be possible.
2.3 Pre-Allocation of GUP
21 The User understands and accepts that 40% of the Total Launch Quantity, i.e. 40’000’000 GUP, will be pre-allocated to certain individuals as set forth below:
§ 15’000’000 GUP (Pool B, 15% of Total Launch Quantity), will be released to Bounties (2% of Total Launch Quantity), Early Contributors (8% of Total Launch Quantity) and Advisors (5% of Total Launch Quantity).
§ 8’000’000 GUP (Pool C, 8% of Total Launch Quantity), will be released to Matchpool Team Members. The GUP of Pool C will be locked through a smart contract function and may not be transferred for a period of 52 weeks, starting with deployment of the Smart Contract System.
§ 17’000’000 GUP (Pool D, 17% of Total Launch Quantity), will be released after the launch of the Matchpool Platform and throughout its operation to the first 250’000 female users of the Matchpool Platform.
2.4 GUP Functionality
22 GUP are only for use in connection with the Matchpool Project under the terms of the Smart Contract System and under the terms of the Matchpool Project (to be released), and only constitute a transferable representation of attributed functions specified in the Smart Contract System.
23 Ownership of GUP carries no rights express or implied other than the right to use GUP as a mean to enable usage of and interaction with and within the Matchpool Platform, if successfully completed and deployed (see section 3). Beyond this, ownership of GUP carries no rights express or implied. In particular, User understands and accepts that he has no right to claim as holder of GUP any intellectual property rights, equity or equivalent rights or any other form of participation in or relating to the Matchpool Project and/or Matchpool.
2.5 Representation and Warranties of User
24 By transferring ETH to the Smart Contract System and creating GUP, the User represents and warrants that:
§ the user is not a citizen or resident of a country, whose legislation conflicts with the present allocation of GUP and/or the Matchpool Project in general;
§ the user is not a citizen or resident of the USA;
§ the User has a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like bitcoin (BTC) and Ether (ETH), and blockchain-based software systems;