Disclaimer

Disclaimer

This Information page and the more detailed Whitepaper from which it has been extracted (the “Material") does constitute neither a prospectus according to Art. 652a of the Swiss Code of Obligations (the “CO”) or Art. 1156 CO nor a listing prospectus nor a simplified prospectus according to Art. 5 of the Swiss Collective Investment Schemes Act (the “CISA”) nor any other prospectus according to CISA nor a prospectus under any other applicable laws.

The iCAP Points have neither been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”) nor by the securities regulatory authority of any U.S. state or of any other jurisdiction, nor has the SEC or any such securities regulatory authority passed upon the accuracy or adequacy of this Material.

The distribution of this Material may be restricted by law in certain jurisdictions. Persons reading this Material should inform themselves as to (i) the possible tax consequences, (ii) the legal requirements, and (iii) any foreign exchange restrictions or exchange control requirements, which they might encounter under the laws of the countries of their citizenship, residence or domicile and which might be relevant to the purchase, holding or disposal of the iCAP Points.

No action has been taken to permit the distribution of the Material in any jurisdiction in which such action might be required. Accordingly, this Material may not be used for the purpose of, and does not constitute, an offer or solicitation by anyone in any jurisdiction or in any circumstance in which such offer or solicitation is not authorized, or to any person to whom it is unlawful to make such offer or solicitation.

Nothing in this Material constitutes an offer for sale of iCAP Points in any jurisdiction where it is unlawful to do so. In particular, any iCAP Point to be issued have not been, and is not intended to be as of the date of issuance this Material, registered under the securities or similar laws of any jurisdiction, whether or not such jurisdiction considers the iCAP Point as security or similar instrument or not, and specifically, have not been, and are not Intended to be as of the date of issuance of this material, registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state of the United States of America.

You are not authorised to, and you may not, forward or deliver this material, electronically or otherwise, to any other person or reproduce this material in any manner whatsoever. Any forwarding, distribution or reproduction of this material in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of applicable laws of any other jurisdictions other than Switzerland.

This material does not constitute, and may not be used in connection with, an offer, sale or solicitation in any place where offers, sales or solicitations relating to iCAP Points are not permitted by law or are subject to certain restrictions. No action has been or is intended to be taken by integratedCAPITAL Ltd and/or any of its affiliates in any jurisdiction that would or is intended to, permit a public sale or offering of the iCAP Points, or possession or distribution of the material (in preliminary, proof or final form) or any other sale, offering or publicity material relating to the iCAP Points, in any country or jurisdiction where action for that purpose is required. You are reminded that you have received the material on the basis that you are a person into whose possession this material may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this document, electronically or otherwise, to any other person. If you receive this document by e-mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

Preliminary Nature of this Material and Information Webpage

This Material is a draft and the information set out herein is of a preliminary nature. Consequently, integratedCAPITAL Ltd and all its affiliates do not assume any responsibility that the information set out herein is final or correct and disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise in respect of this Material. Neither this Material nor anything contained herein shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. Potential users should note that the final structuring of the iCAP Point is subject to ongoing legal, regulatory and tax considerations and is, therefore, subject to Material changes. In particular, the non-applicability of Swiss financial market regulations on the iCAP Point sale has not been confirmed by FINMA. integratedCAPITAL Ltd and all its affiliates reserve the right to not issue the iCAP Point or to change the structure of the iCAP Point for any reason at its sole discretion.

Forward-Looking Statements

The material includes "forward-looking statements", which are all statements other than statements of historical facts included in the material, including, without limitation, those regarding integratedCAPITAL Ltd’s and its affiliates’ financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to existing and future products/services) of the integratedCAPITAL Ltd and its affiliates. Words like "believe", "anticipate", "expect", "project", "estimate", "predict", "intend", "target", "assume", "may", "might", "could", "should", "will" and similar expressions are intended to identify such 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 integratedCAPITAL Ltd and/or any of its affiliates, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such forward-looking statements are based on numerous assumptions regarding the integratedCAPITAL Ltd’s and/or any of its affiliates’ present and future business strategies and the environment in which integratedCAPITAL Ltd and its affiliates will operate in the future. Important factors that could cause the integratedCAPITAL Ltd's and/or any of its affiliates’ actual results, performance or achievements to differ materially from those in the forward-looking statements include among others: the ability of integratedCAPITAL Ltd and its affiliates to implement its business strategies, financial condition and liquidity of integratedCAPITAL Ltd and/or its affiliates, changes in the world and regional market, currency fluctuations and other factors referred to in the material. Additional factors that could cause actual performance results or achievements to differ materially include, but are not limited to, those discussed under "Risk Factors”.

These forward-looking statements speak only as of the date of the material. integratedCAPITAL Ltd and its affiliates expressly disclaim any obligation or undertaking to publicly release any updates of or revisions to any forward-looking statement contained herein to reflect any change in integratedCAPITAL Ltd's and/or any of its affiliates’ expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Risk Factors

Furthermore, each user (the “Party”) understands the inherent risks associated with blockchain technology and cryptocurrencies in general and the iCAP Point in particular, including, but not limited to, those listed hereinafter. More comprehensive risk factors describing risks associated with holding of iCAP Points will be set out in this material.

  • Each Party is aware that integratedCAPITAL Ltd and its affiliates is a start-up group of companies and a holding of iCAP Points entails financial risk whereby Parties may lose part or all of their entitlement. Potential parties are urged to carefully review this material and in particular the section on risk factors before making a funding decision.

  • Risks associated with (intellectual) property rights: the Party understands and accepts that, due to a lack of originality of software and to the immaterial character of the iCAP Point, there may be no title of ownership in and to the iCAP Point.

  • Risks associated with blockchain: the Party understands and accepts that the smart contract, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development stage and unproven. The Party understands and accepts that there is no warranty that the process for creating the iCAP Point and/or the Ethereum blockchain will be uninterrupted or error-free and acknowledges that there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of ETH, other (financial) support of the project and/or the iCAP Point. The Party understands and accepts that the smart contract and/or underlying protocols and/or any other software involved may either delay and/or not execute a contribution due to the overall contribution volume, mining attacks and/or similar events.

  • Regulatory risks: the Party understands and accepts that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the smart contract or the integratedCAPITAL project and which may, inter alia, result in substantial modifications of the smart contract and/or the integratedCAPITAL project, including its termination and the loss of the iCAP Point for the Party.

  • Risks associated with abandonment / lack of success: the Party understands and accepts that the creation of the iCAP Point and the development of the integratedCAPITAL project may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects) and legal, tax or regulatory considerations. The Party therefore understands that there is no assurance that, even if the iCAP Point project is partially or fully developed and launched, the Party will receive any benefits through the iCAP Point held by him/her/it.

  • Risks associated with a loss of private key: the Party understands and accepts that the iCAP Point can only be accessed by using an Ethereum wallet with a combination of the Party’s account information (address) and private key or password. The Party understands and accepts that if his/her/its private key or password gets lost or stolen, the iCAP Point associated with the Party's account (address) will be unrecoverable and will be permanently lost.

  • Risks associated with your wallet: the Party understands and accepts that integratedCAPITAL Ltd or any of its affiliates, employees, partners or advisors are in no way responsible for the wallet to which the iCAP Point are transferred. You understand and agree that you are solely responsible for the access and security of your wallet, for any security breach of your wallet and/ with any loss of iCAP Points resulting from your wallet service provider, including any termination of the service by the wallet provider and/or bankruptcy of the wallet provider. The Party understands and accepts that the wallet or wallet service provider used for the participation in the iCAP Point sale must be technically compatible with the iCAP Point. The failure to assure this may result in the Party not gaining access to his/her/its iCAP Points.

  • Risks associated with theft/hacks: the Party understands and accepts that the smart contract, the website, the underlying software application and software platform (i.e. the Ethereum blockchain) may be exposed to attacks by hackers or other individuals that could result in theft or loss of iCAP Points, other (financial) support of the integratedCAPITAL project, or ETH, impacting the ability to develop integratedCAPITAL project.

  • Risks associated with Ethereum mining attacks: the Party understands and accepts that, as with other cryptocurrencies, the blockchain used for the smart contract is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the smart contract, expected proper execution and sequencing of transactions, and expected proper execution and sequencing of contract computations.

  • Risks associated with a lack of consensus: the Party understands and accepts that the network of miners will be ultimately in control of the smart contract and that there is no warranty or assurance that the network of miners will allocate the iCAP Point to the Parties as proposed by any terms. The Party further understands that a majority of the miners could agree at any point to make changes to the smart contract and to run the new version of the smart contract. Such a scenario could lead to the iCAP Point losing intrinsic value.

  • Risks associated with depreciation: the Party understands and accepts that with regard to the iCAP Point no market liquidity may be guaranteed and that the value of iCAP Points over time may experience extreme volatility or depreciate in full (including to zero) resulting in loss that will be borne exclusively by the Party, even in case of a price stability of the real estate portfolio.

  • Risks associated with forking: the Party understands and accepts that a group of people may take our software and modify it to accept a different set of Points, or no Points at all (the “Fork”). The creation of a Fork could devalue the iCAP Point substantially.”