Legal Disclaimer

REGISTRATION TERMS

If you are registering for the Blockchain Shift℠ event (“BCS”) on behalf of any entity (such entity hereafter called “Company”), you hereby represent and warrant that you are duly authorized to accept these terms and conditions on behalf of Company and that Company shall be bound by the terms hereof.

On behalf of yourself and the Company, you hereby agree as follows: References hereafter to “you” or “your” shall mean both you, as an individual, and any Company that you register for the BCS.

You acknowledge that you have read, understood, and accepted the terms set forth herein without limitation or qualification. You further acknowledge that this agreement supersedes any proposal or prior agreement oral or written, and any other communications between us relating to the subject matter of this registration. If any of the information that you have submitted on your online registration form is incorrect or inaccurate, your registration may be cancelled without notification.

SECURITIES AND OTHER FINANCIAL REGULATIONS

By registering for BCS, you acknowledge and agree that the Website and this event may not be used to invest, purchase, assume, distribute, offer or sell any security or financial instrument or to carry out any financial service. Furthermore, you hereby agree not to transmit or otherwise make available (on the Website or at the event) any advertising or marketing materials unless such materials are in compliance with all applicable laws and regulations to which you, or any financial product managed by you, is subject. Notwithstanding the foregoing, it is your responsibility to observe all applicable securities laws and financial regulations of any relevant jurisdiction, including the State or country where the event  is held and the State or country where any participant to the event may reside.  Furthermore, if you are registering as an investor, you hereby attest as follows:

  1. If you are registering as an individual, and not as a representative of an entity, you are a Qualified Eligible Person, Qualified Client, Qualified Purchaser or Accredited Investor.
  2. If you are registering on behalf of an entity, such entity is a Qualified Eligible Person, Qualified Client, Qualified Purchaser or Accredited Investor. Please to view a list of Investor Qualification Requirements.
  3. I confirm my representation is accurate.

Accredited Investors Defined:

Institutions – Among others, any bank, savings and loan association, registered broker or dealer, insurance company, registered investment company or business development company. Additionally, “accredited investor” includes any employee benefit plan established and maintained by a state (or its subdivision or agencies) if the plan has total assets over $5,000,000, as well as any employee benefit plans within the meaning of ERISA, if the investment decision is made by a plan fiduciary which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the plan has total assets in excess of $5,000,000, or if the plan is a self-directed plan, with investment decisions made solely by persons that are accredited investors;

Partnerships, Charitable Organizations and Other Organizations – Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

Executives – Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

Natural Persons/Net Worth Test – Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000;

Natural Persons/Income Test – Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

Trusts – Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a “sophisticated person” as described in Rule 506(b)(2)(ii); and

Entity Owned Solely by Accredited Investors – Any entity in which all of the equity owners are accredited investors.

Any direct or indirect liability, damages or loss caused by a violation of the paragraphs above shall be subject to the terms of the waiver of liability and indemnification as set forth herein.

PRIVACY POLICY

Your Personal Information

In holding and processing your personal information, we comply with legislation which regulates the processing of information relating to individuals and which provides certain protections and rights for data subjects; and we observe high standards of professionalism and client confidentiality. Disclosure of your personal information to third parties will only be made where there are overriding legal duties to do so or our interests reasonably require it as, for example, in the following circumstances:

—to comply with applicable reporting requirements;

—where disclosure is to a regulator, relevant tax authorities, our auditor and/or our reporting accountant, as necessary for them to perform their respective functions; where disclosure is necessary to protect our legitimate legal or business interests (for example, for the purposes of defending claims or proceedings involving third parties or otherwise, and in enforcing our legal rights); and to our agents, service providers and business partners with, where appropriate, appropriate confidentiality and non-disclosure provisions in place. We may also disclose your personal information with your express agreement or at your direction.

—Your personal information will be processed for the purposes of providing services to you, to comply with our legal and regulatory obligations and otherwise for the purposes and/or in the circumstances referred to above. We will not share your personal information with, or sell it to, to third parties, nor will we use it to send you marketing communications.

—Your personal information will be held by Blockchain Shift, LLC in a secure location, but a breach may still occur.  We will take reasonable steps to protect your information.

If you require any further information about how we handle and process your personal information, you can contact us by emailing our counsel at dviola@blockchainshift.io .

REGISTRATION VERIFICATION

All registrations are subject to basic eligibility verification by us. By registering for BCS, you expressly agree to the Terms and Conditions herein. You acknowledge and agree that BCS may cancel your registration at any time in its sole discretion in exchange for a full refund (or pro-rata refund, if such cancellation occurs during BCS) of any registration fees you have paid.

The registration of any attendee shall not in any way be construed as a recommendation by us of such attendee or any investment offered by such attendee, and we shall not have (and nothing herein shall be read to imply or otherwise be interpreted as creating) any duty to evaluate or otherwise bear any responsibility whatsoever with respect to any attendee’s qualifications as an investor or any investments that are offered by any attendees; rather, you agree that you assume the sole risk of your investment decisions and the diligence related thereto.

CONFIDENTIALITY

Any non-public information or content that is discussed, presented, or otherwise made available to you by or on behalf of you in connection with registering for, participating in, or attending, the event must be kept confidential and may not be distributed, shared, or disclosed to any third party (whether verbally or in writing or other tangible form) without the express prior written approval of Daniel G. Viola, Esq. or its designee.

INTELLECTUAL PROPERTY

By accepting these Terms and Conditions, you hereby consent to the use of your (or your company’s) image, likeness, or logo (“Images”) in any photographs, videos or other recordings taken at the event and authorize the use and reproduction of such Images by us or any other person authorized by us. All such Images, including any and all intellectual property in connection therewith, shall be the sole property of us. To the extent such ownership rights vest in you by operation of law or otherwise, you hereby assign all rights, title and interest in such intellectual property to us and agree to take such reasonable additional actions as necessary to effect such assignment. You hereby expressly release us, and our assigns, and our respective officers, owners, agents and employees, members  from all privacy, defamation or other claims, royalties, demands, and liabilities whatsoever arising in connection with the use of any Images.

WAIVER OF LIABILITY AND INDEMNIFICATION

You recognize that there may be dangers and risks to which you may be exposed by registering for, participating in, or attending, our event. You acknowledge that the event carries with it the potential for personal injury and property loss resulting from your own actions, or the actions of other participants and third parties. Understanding the foregoing, you, and your executors, administrators and heirs, and your respective successors, and assigns, hereby expressly agree: (a) to fully release and discharge (i) us, our affiliated organizations and our respective officers, directors, employees, members, consultants and volunteers, and (ii) all other participants in our event, from any and all liability, whether arising from any act of negligence, carelessness or otherwise, that might result in your death, disability, personal injury, and/or property damage, including loss of use, or any other claim of any kind which may hereafter accrue to you, where such liability or claim directly or indirectly arises from or relates to your or a third party’s registration for, participation in, or attendance at, the event; (b) to waive any and all rights to file a claim or commence litigation against any of the entities and persons mentioned above with respect to any claim that you may have that is, in any way, directly or indirectly related to your or a third party’s registration for, participation in, or attendance at, the event ; (c) to defend, indemnify and hold harmless each of the entities and persons mentioned above, from any and all liabilities and claims related to (x) your or your employees’ or agents’ or representatives’ breach of these terms and conditions or (y) your or your employees’ or agents’ or representatives’ actions or omissions directly or indirectly related to your registration for, participation in, or attendance at, the event or (z) any disputes between you and any of your employers, employees, agents, or representatives.

By registering for this event, you also certify that you assume full responsibility for your own actions, safety, and welfare.

By attending, or participating in any fashion in, the event you acknowledge that neither we, nor anyone acting on our behalf, is representing anyone attending, or participating in, the event and is not providing investment or business advice or sponsoring or recommending any business venture or investment opportunity that may be discussed or offer that may be made at the event. Neither the use of the facilities at the event, the presence of our personnel, nor any actions on the part of us, should be interpreted as an endorsement of anyone or anything said at the event or a representation by us upon which any attendee may rely.

Your attendance, or participation in, the event constitutes and confirms your agreement to the foregoing paragraph, as well as your agreement to defend, hold harmless, and indemnify Blockchain Shift, LLC, its members, officers, owners, employees, agents, all its sponsors and strategic partners, affiliates and their respective successors and assigns from and against any claim based on any investment outcomes, or investment decisions made, or resulting in whole or in part from activities conducted, at the event.

REFUND POLICY, DELEGATE CANCELLATIONS AND TRANSFER

Registration cancellation requests received in writing on or 120 days prior to the event will qualify for a refund, less a 20% administration fee. No refunds will be given on cancellation requests received by us less than 120 days prior to the event. Your registration is specific to you and may not be transferred or assigned; any purported transfer or assignment of your registration shall be deemed null and void. Should the original Company delegate be unable to attend, a substitute delegate from the same Company is welcome at no extra charge; in this case, please contact dviola@blockchainshift.io  to update the participant registration details. Any cancellation or substitution requests should be made to dviola@blockchainshift.io.

EVENT CANCELLATIONS

All reasonable endeavors will be made to hold the event and to present its program as scheduled under the circumstances which assure the comfort and the safety of all participants and their guests. However, the organizers cannot be held responsible by any person or entity as a result of a cancellation of the event or any of the arrangements, programs or plans connected with the event, or for any injury, damage or inconvenience which may be suffered by any person while travelling to and from, or during their presence at, our event. Participants are advised to arrange their own insurance against any such occurrences. We reserve the right to make changes to the timing and content of the program. We will not be responsible for assisting the participants in obtaining any necessary passports or visas.

SHIPPING POLICY

Event registration is electronic only. No items will ship in hard copy via mail or postal service. After completing registration online, you will receive a confirmation email with a summary of your registration details, which we recommend you retain for your own records. No tickets are needed for event entry; registered delegate names will be checked against an attendee list upon arrival at the event.

AUDIO/VIDEO/PHOTOGRAPHY

No audio/video recording or photography is allowed at the event without our express written permission. No posting, distributing, or displaying of any pictures, videos, or other images related to BCS or BCS related events are allowed without our express written permission. We reserve the right to revoke any current and future registrations without any refund, and to expel you and your representatives, agents, and employees from the event without any refund, in the event of any violation of the restrictions in this paragraph, in addition to any civil remedies that may be available at law or in equity.

MODIFICATIONS AND DISPUTE POLICY

We may modify these terms or any additional terms that apply to a service of BCS, for example, reflect changes to the law or changes to our services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. We’ll post notice of modified additional terms in the applicable service. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for a service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a service, you should discontinue your use of that service.

If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict.

 

These terms control the relationship between BCS and you. They do not create any third party beneficiary rights.

If you do not comply with these terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).

If it turns out that a particular term is not enforceable, this will not affect any other terms.

The laws of New York, U.S.A., including New York’s conflict of laws rules, will apply to any disputes arising out of or relating to these terms or the BCS services. All claims arising out of or relating to these terms or the services will be litigated exclusively in the federal or state courts in New York, County of New York. You consent to personal jurisdiction in those courts.