PLEASE READ THESE TERMS & CONDITIONS FOR THE $LOPES TOKEN SALE CAREFULLY. IF YOU DO NOT AGREE TO OR UNDERSTAND THESE TERMS & CONDITIONS FOR THE $LOPES TOKEN SALE (OR ANY PART THEREOF), PLEASE DO NOT PURCHASE $LOPES. BY USING THE SERVICES CAUSED BY OR RELATED TO THE $LOPES OR THE $LOPES-ECOSYSTEM, YOU REPRESENT AND WARRANT THAT YOU MEET ALL OF THE ELIGIBILITY REQUIREMENTS IN THESE TERMS & CONDITIONS.
YOU ACKNOWLEDGE AND AGREE THAT (I) THE SALE OF $LOPES TOKENS UNDER THESE TERMS & CONDITIONS SHALL TAKE EFFECT BETWEEN YOU AS A PURCHASER AND LOPES AG AS THE ISSUER AND SELLER:
By accessing or using the $Lopes Service you agree to be bound by these Terms & Conditions. If you disagree with any part of them, then you may not access the $Lopes Service.
As used in these Terms & Conditions, “Lopes AG“ refers to the company Leandro Lopes AG, registered with the Liechtenstein Companies Register under the company number FL-0002.684.842-9, with its registered address at Schaanerstrasse 13, 9490 Vaduz, Liechtenstein.
The Lopes AG is neither a bank or a payment provider and is not acting as custodian for tokens. References to the Lopes AG are also references to its owners, directors, investors, employees. The Service operated by the Lopes AG allows all users of the $Lopes Service to:
Depending on your country of residence, you may not be able to use all the functions of the Website. It is your responsibility to follow the rules and regulations applicable in your country of residence and/or country from which you access this Website and $lopes Services. As long as you agree to and comply with these Terms & Conditions, the Lopes AG grants you the personal, non-exclusive, non-transferable, non-sublicensable, and limited right to enter and use the Website and the $Lopes Services.
IF YOU DO NOT ACCEPT THE TERMS & CONDITIONS OUTLINED IN THIS AGREEMENT, DO NOT ACCESS THIS WEBSITE AND DO NOT USE THE $LOPES SERVICES.
The purchase of the Leandro Lopes Tokens (“$Lopes”) involves a high degree of risk, including but not limited to the risks described below. Before acquiring $Lopes tokens, it is recommended that each Buyer carefully weighs all the information and risks detailed in this Whitepaper, and, specifically, the following risk factors. Please further note that the establishment and operation of the LL–Ecosystem may be subject to other risks not foreseen.
1. Risks Related to Issuer and its Business
1.1 Dependence on IT-Infrastructure
The $Lopes and the $Lopes-Ecosystem is dependent on the functioning of the software applications, computer hardware, and the internet. This implies that no assurances can be given that a system failure would not adversely affect the use of the $Lopes token. Despite the intended implementation of all reasonable network security measures, the processing IT-systems, in particular used centre servers are vulnerable to computer viruses, physical or electronic break-ins or other disruptions of a similar nature. Computer viruses, break-ins or other disruptions caused by third parties may result in interruption, delay, or suspension of services, which would limit the use of the Lopes.
1.2 Smart Contract Limitations
Smart contract technology may carry significant operational, technological, regulatory, reputational and financial risks. Consequently, it cannot be ensured that smart contracts to the extent used will properly work or that it contains no flaws, vulnerabilities or issues which could cause technical problems and thereby cause damages.
1.3 Insufficient Penetration of the Fashion Market
The success of the $Lopes and the LL-Ecosystem depends on the growth of the Leandro Lopes fashion business and accordingly of the user base of the $Lopes token. Although the Leandro Lopes community already has approximately 30,000 members, it is not ensured that all of these will remain in the future. Furthermore, the planned growth of the Leandro Lopes community reaching more than 350,000 members by 2029 cannot be ensured.
The fashion market is extremely competitive. Leandro Lopes is still a young brand that wishes to establish itself in the upper market segment for younger fashion-conscious buyers. Whether it will succeed can not be predicted with certainty. The decisive factors depend on a competitive marketing strategy that takes into account the latest developments, especially across social media and digital environments. The required involvement of celebrities and influencers is necessary for growth in brand reach and relevance across strong fashion-based audience. Direct competitors are, for example, Philipp Plein, Balenciaga, but also Louis Vuitton, Prada and Gucci. Admittedly, their products are still significantly more expensive than Leandro Lopes products as they have considerably greater financial power for successful gain in market share. These strong fashion brands have already recognized the virtual fashion world, which appeals to younger customers in particular. Against this background, it is not certain that Leandro Lopes will be able to achieve its goals and the success aimed for in its long-term strategy. In such a case, the value of the Lopes would suffer; also, a total loss cannot be excluded.
1.5 Strategic & Business Risks
Strategic risk is the risk associated with future business plans and the strategies of the Issuer. Improper strategic choices or the actual implementation of strategic decisions, as well as lack of responsiveness to changes in the economic environment, can have a serious and significant impact on prospective financial results. The Leandro Lopes Group’s main strategic decision is to expand its business activities to the USA and Asia. The implementation of this strategic decision requires presumably the use of considerable financial resources. The amount of about EUR 10 million that the Leandro Lopes Group aims to spend to achieve successful implementation for these purposes might be far too low. In the case that there will be a need to invest more money than calculated, which might not be available at a certain point, the Leandro Lopes business might not develop as planned. Therefore, the main business risk that may materialize is that the Leandro Lopes Group will not be able to reach a substantial market share to attract masses of customers and the flow of businesses required to make use of the LL-ecosystem and $Lopes infrastructure across its communities. As a consequence, the value of the $Lopes could suffer. A total loss of the purchased $Lopes cannot be excluded.
1.6 Regulatory Risks
The issuance of $Lopes up to an amount of CHF 5 million is permitted in Liechtenstein without registration under the TVTG. However, if $Lopes will be sold abroad, there might exist a different legal treatment concept. Such regulations may conflict with the current $Lopes and LL-Ecosystem. This may result in the need to make substantial modifications, and the suspension or termination of a part or all $Lopes functions and the LL-Ecosystem in a specific jurisdiction. In particular, the $Lopes token could be qualified and classified as security or payment token and therefore, may only be offered in certain jurisdictions only after registration and distributed in specific jurisdictions via regulated financial instruments brokers or agent intermediaries. If these requirements will not be met, the regulatory authorities in such countries might prohibit the sale of $Lopes and require the unravelling of the purchases of $Lopes tokens. However, the Lopes AG as issuer of $Lopes might not have the liquidity to pay back the purchase price to the Buyers of $Lopes. This is particularly the case if the amounts to be repaid are very high. Furthermore, should the $Lopes token be qualified by the Liechtenstein FMA as payment token, Leandro Lopes Holding AG would need to obtain and maintain an e-money license. Although the current financial services are rendered by an e-money institute, it cannot be excluded that it will terminate its business relation with the Leandro Lopes Holding AG in the future, for example because of a change in its business politics. Should the Leandro Lopes Holding AG in such a case not be able to replace it by another e-money institution or bank nor obtain its own e-money license, the LL-Ecosystem would collapse and thereby also the $Lopes token system. As a consequence, the investment in $Lopes tokens might be lost.
1.7 Force Majeure
The performances under the LL-Ecosystem may be interrupted, suspended, or delayed due to force majeure circumstances. For the purposes of this Whitepaper, force majeure shall mean extraordinary events and circumstances which could not be prevented and shall include acts of nature, wars, armed conflicts, mass civil disorders, industrial actions, epidemics, lockouts, slowdowns, prolonged shortage or other failures of energy supplies or communication service, acts of municipal, state or federal governmental agencies, other circumstances beyond the Issuer’s control, which were not in existence at the time of the Whitepaper release.
1.8 Disclosure of Information
Personal information received from holders of $Lopes, the information about the number of tokens owned, the wallet addresses used, and any other relevant information may be disclosed to law enforcement, government officials, and other third parties when the Lopes AG is required to disclose such information by law, subpoena, or court order. The Lopes AG shall at no time be held responsible for such information disclosure.
1.9 Lack of Funds from ITO Proceeds
The Lopes AG may not reach the target sale amount and may not have sufficient funds to execute its business plan. Furthermore, the Lopes AG may not succeed in creating the necessary momentum and acceptance for $Lopes, which may result in low liquidity and depletion of trades. As a consequence, the positions and plans outlined in this Whitepaper may not only be altered as the project progresses, but also lead to a total loss of the purchased $Lopes.
1.10 Delayed Projects & Competition
Although the Lopes AG believes that its assumptions underlying its forward-looking statements are reasonable, any of these may prove to be inaccurate. As a result, it can offer no assurances that the forward-looking statements contained in this Whitepaper will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements contained herein, the inclusion of such information may not be interpreted as a warranty on the part of the Lopes AG that the objectives and plans of the LL-Ecosystem and the Leandro Lopes fashion business project will be successfully achieved.
1.11 Use of Funds
Funds generated by the $Lopes-ITO shall be used in compliance with this Whitepaper. However, for different reasons, the generated funds may not be distributed accordingly. The order of as well as the amounts of the distributions may be changed. This may be caused for good reason, but also because of negligence. Also, the misuse of the generated funds cannot be excluded. This may harm the business of the Lopes AG, and thereby the value of the $Lopes and lead to a total loss of the paid purchase price.
2. Risks Related to the $Lopes
2.1 Value of $Lopes
Once purchased, the value of the $Lopes may significantly fluctuate due to various reasons. For example, the markets on which $Lopes will be traded can be manipulated by third parties, the change of the market conditions for cryptocurrencies can be further restricted or prohibited by governments. If such a risk materialises, the purchase of the $Lopes token can even lead to a total loss. On the long run, there is no guarantee that users will be able to acquire sufficient $Lopes for their use within the LL-Ecosystem and through external platforms, nor is there any guarantee that users will be able to acquire $Lopes through external platforms. The total number of $Lopes is technically limited. If more $Lopes are used for mining purposes than $Lopes are used to purchase Leandro Lopes products and thus recaptured for the delivery and the supply of mined $Lopes, at some point there may not be enough $Lopes to meet mining demands and the Lopes LL-Ecosystem may collapse. Consequently, the value of the $Lopes may be lost. Furthermore, every $Lopes holder naturally carries the risk of volatile exchange rate fluctuations of the $Lopes towards both other cryptocurrencies and FIAT money exchange rates. Furthermore, every $Lopes holder naturally carries the risk of volatile exchange rate fluctuations of the $Lopes towards both other cryptocurrencies and FIAT money exchange rates.
2.2 Bitcoin and Ethereum Volatility
The value development of the $Lopes may be significantly influenced by general digital currency market trends. Disruptions of the token market in general may lead to a severe depreciation of the value of $Lopes. Assumptions with respect to the foregoing involve, among other things, judgments about the future economic, competitive and market conditions and business decisions, most of which are beyond the control of the Lopes AG and are therefore difficult or impossible to accurately predict.
2.3 Tax Risks
Holders of $Lopes tokens may be required to pay taxes associated with transactions contemplated herein. It will be a sole responsibility of $Lopes holders to comply with the tax laws of the jurisdictions applicable to them and pay all relevant taxes. In addition, it cannot be ruled out that the Lopes AG will have to pay taxes on the proceeds from the sale of the $Lopes tokens. In this case, the net profit could be lower than calculated. As a result, the Lopes AG might not have the funds it needs to achieve its business objectives. This could mean that the purchase of $Lopes tokens could prove to be useless.
3. Risk of Total Loss
There is a risk that investments in the $Lopes could lead to a total loss of the paid purchase price for each of the reasons mentioned above or for any other reason.
LIMITED RIGHTS OF USE; INTELLECTUAL PROPERTY RIGHTS
The Lopes AG as the Website owner has valid, unrestricted and exclusive ownership of rights to use the patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology and other intellectual property necessary to the process of selling of the $Lopes tokens and operating the $Lopes-Ecosystem and its activities generally.
In no way shall this Agreement entitle the User for any intellectual property of the Lopes AG, including the intellectual property rights for the Website and all text, graphics, user interface, visual interface, photographs, trademarks, logos, artwork, and computer code, design, structure, selection, coordination, expression, and other content connected to the Website. Arrangement of such content is owned by the Lopes AG and is protected by the Intellectual Property Rights and fair competition laws.
There are no implied licenses under the Agreement, and any rights not expressly granted to the user hereunder are reserved by the Lopes AG.
For the purpose of buying the $Lopes tokens, you will need to register. By registering with us, you agree to provide the Lopes AG with current, accurate, and complete information about yourself, as prompted by the registration process, and to keep such information updated. Failure to do so constitutes a breach of these Terms & Conditions, which may result in immediate exclusion from, or termination of $Lopes Services. You further agree that you will not use any registration other than your own, access the registrations of any other Member at any time, or assist others in gaining unauthorised access. You warrant that all information you have provided for your registrations is current, complete, and accurate.
You hereby expressly consent that you are solely responsible for the use of your login and password and for everything done using your registration details. You agree to keep your login information and password private. You are solely responsible for any loss or damage you or we may suffer as a result of your failure to do so.
You may deactivate your registration at any time and for any reason at your discretion. We may terminate your use of the Website at any time if you violate these Terms & Conditions, at our sole discretion and without prior notice and without any liability or further obligation of any kind whatsoever to you or any other party, when we find such measures reasonable and/or necessary in a particular situation.
Lastly, you agree that you will not use the Service to perform criminal activity of any sort, including but not limited to money laundering, illegal gambling operations, terrorist financing, malicious hacking or any criminal or illegal activity.
We do currently not charge fees for our services.
VERIFICATION OF ACCOUNTS
THIRD-PARTY WEBSITES AND SERVICES
The pages of the Website may contain links to third-party websites and services. Such links are provided for your convenience, but their presence does not mean that they are recommended by the Lopes AG. In addition, the Lopes AG does not guarantee their safety and conformity with any user expectations. Furthermore, we are not responsible for maintaining any materials referenced from another site and make no warranties for that site or this service in such context. The Lopes AG assumes no obligations in the event of any damage or loss, or any other impact, directly or indirectly resulting from the use of any content, goods, or services available on or through any such third-party websites and resources.
To the extent allowable pursuant to applicable law, the Lopes AG and/or its subsidiaries, affiliates, directors, officers, employees, agents, successors, and permitted assignees shall be indemnified by the user in cases arising out of a breach of any warranty, representation, or obligation hereunder.
DISCLAIMER OF WARRANTIES AND LIMITATION OR LIABILITY
The Website and the $Lopes tokens and all $Lopes Services are provided on an “as is” basis and without any warranties of any kind, either expressed or implied. You assume all responsibility and risk with respect to your use of the Website and buying of any amount of the $Lopes tokens and their use.
You hereby expressly agree that, to the maximum extent permitted by the applicable law, the Lopes AG as the owner of the Website does not accept any liability for any damage or loss, including loss of business, revenue, or profits, or loss of or damage to data, equipment, or software (direct, indirect, punitive, actual, consequential, incidental, special, exemplary or otherwise) resulting from any use of, or inability to use, this website or the material, information, software, facilities, services or content on this website, from buying of the $Lopes tokens or their use by the user, regardless of the basis, upon which the liability is claimed and even if Lopes AG has been advised of the possibility of such loss or damage.
You understand and agree that the Lopes AG shall not be held liable to and shall not accept any liability, obligation, or responsibility whatsoever for any change of the value of the $Lopes tokens. The Lopes AG shall not provide the user refund possibilities (payout liquidity) for purchased $Lopes tokens. The user understands and expressly agrees that the Lopes AG shall not guarantee in any way that the $Lopes tokens might be sold or transferred during or after the ITO.
In any case, the total amount of our aggregate liability hereunder may not exceed 5 (five) US dollars. If the applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the extent permitted by the applicable law. You understand and agree that it is your obligation to ensure compliance with any legislation relevant to your country of domicile concerning use of this website and use and buying of the $Lopes tokens, and that the Lopes AG should not accept any liability for any illegal or unauthorized use of the Website and use and buying of the $Lopes tokens. You agree to be solely responsible for any applicable taxes imposed on $Lopes tokens purchased hereunder.
The Lopes AG does not warrant or represent that any information on the Website is accurate or reliable or that the Website will be free of errors or viruses, that defects will be corrected, or that the service or the server that makes it available is free of viruses or other harmful components. The Lopes AG shall not be liable for uninterpreted availability of the Website at all times, in all countries and/or all geographic locations, or at any given time.
MODIFICATION OF TERMS
The Lopes AG reserves the right to change, add, or remove parts of these Terms & Conditions at any time and at its sole discretion. Any changes will be published on the Website. Your continued use of the Website following the posting of a notice of changes to the Terms & Conditions signifies that you accept and agree to the changes, and that all subsequent transactions by you will be subject to the amended Terms & Conditions.
JURISDICTION AND DISPUTE RESOLUTION
All questions concerning the construction, validity, enforcement, and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the laws of the Principality of Liechtenstein without regard to its conflict of law provisions.
To resolve any dispute, controversy or claim between them arising out of or relating to this Agreement, or the breach thereof, the parties agree first to negotiate in good faith for a period of not less than sixty (60) days following written notification of such controversy or claim to the other party.
If the negotiations do not resolve the dispute, controversy or claim to the reasonable satisfaction of all parties during such period, then the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Vaduz, Liechtenstein, under the applicable law, as set out above.
This Agreement is intended to fully reflect the terms of the original agreement between the parties. No provision of the Agreement shall be considered waived unless such waiver is provided in writing and signed by the party that benefits from the enforcement of such provision. No waiver of any provision in the Agreement, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of the Agreement will not in any way affect, limit, or waive a party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants, and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
The User may send any questions regarding the use of the Website, of the purchase or use of the $Lopes tokens or any services related to the $Lopes-Ecosystem or regarding this Agreement via e-mail to firstname.lastname@example.org