This Whitepaper explains SocialGood (the “coin”) and the Social Good Project, and in no way constitutes as a legal document and shall not be upheld in the court of law. The Whitepaper has never been, nor will be, submitted, filed, nor registered to any regulatory office whatsoever in any jurisdiction of any region nor country at all. It has never been nor will be looked over nor checked by any regulator of any region or country. In reading this Whitepaper, individuals, corporations or any other organizations shall carefully examine and understand the content hereof, risks, effects and expenses, and, if necessary, should take the responsibility to consult with experts and professionals, or carry out study on their own. Please also read the “Terms and Conditions” of each and every relevant document, e.g., the usage of the coin, the coin sale, the retention of the coin and the cashback, to ensure that you have fully understood the content yourself when using the service of SocialGood.
The content of the Whitepaper and the terms and conditions of the service of Social Good, the coin sale, etc., are subject to change at any time. Any time a change has been made, the company will post the latest Whitepaper and/or other documents on the website. Readers, those who purchase the coin, and those who receive the coin for free by cashback and retain it shall read the latest Whitepaper and other related/relevant documents being updated each time on their own responsibility and confirm the content. The company shall have the right to make alteration, modification, addition or partial deletion of the Whitepaper and the terms and conditions of the coin and coin sale, etc., at any time during the selling period of the coin, at its discretion, by posting the altered/modified points on the website. Purchasers and holders shall be deemed to have accepted such alterations upon the purchase of each coin. If, at any point in time, a purchaser/holder does not consent to the latest Whitepaper and the terms and conditions of the coin and coin sale, etc., at that time, he/she should not purchase, receive, or hold the coin.
All information presented in the Whitepaper shall not intend to constitute grounds of investment judgment or intend to make any specific recommendations. Social Good Foundation Inc. (“the company”) will NOT be liable or responsible for any mistake, omission or inaccuracy of any information, or any kind of direct or indirect losses or damages that may arise and be caused, directly or indirectly, out of any acts to be conducted based on such information.
Regarding purchase of the coin, citizens (in terms of tax treatment or otherwise) or residents in a country or state where the purchase of the coin or any cryptoasset equivalent thereto is prohibited or is possible to be prohibited or is possible to be deemed not to have conformed with the applicable laws and regulations shall not be entitled to purchase coins through the coin sale and thus they cannot purchase SocialGood. Residents in Japan will not be able to purchase before the commencement of the coin sale of SocialGood in Japan. If, at the selling stage before the commencement of the coin sale in Japan, the person should be found a resident in Japan after the purchase, his/her purchase shall be cancelled. If expenses or damages are incurred by the company due to the foregoing, the company may take actions for claiming compensation for expenses and damages. Furthermore, as to U.S. citizenship holders, those who can purchase SocialGood shall be limited to individual and institutional investors fulfilling specific conditions. If non-fulfillment of the said conditions should be found after the purchase, the purchase shall be cancelled. If expenses or damages are incurred by the company due to the foregoing, the company may take actions for claiming compensation for expenses and damages. Residents in the People’s Republic of China cannot purchase SocialGood through the coin sale. If the person should be found a resident in the PRC after the purchase, his/her purchase shall be cancelled. If expenses or damages are incurred by the company due to the foregoing, the company may take actions for claiming compensation for expenses and damages.
The coin is a digital asset developed and issued by the company. Purchasers/holders shall not acquire any rights from the company, express or implied, by purchasing or by receiving the coin and possessing it thereafter. The coin is deemed as a cryptoasset based on the Paragraph 5, Article 2, of the Payment Services Act. The coin, however, is not either a prepaid payment means (Article 3 of the Payment Services Act), or securities (bonds, share certificates, and ownership rights pertaining to transactions issued by the company and/or a related company, shares and rights related shares, options or derivatives, CDF contracts or other related rights for the purpose of profit recognition or loss avoidance, the securities to be held by a considerably large number of persons who respond to the solicitation, certificate of ownership of business trust, derivatives ownership of business trust, and any other type of securities, but not limited to the foregoing securities). In the Social Good Project, the Social Good Foundation Inc. is the business entity in charge of a cashback service, e.g., cashback itself, repurchase request contacts, and the alliance with membership companies. Meanwhile, the Social Good Foundation Malta Ltd. is the coin issuing entity in charge of matters of the coin, e.g., issuance of coin itself and the initial exchange offering using cryptocurrency exchangers. Now, for details on roles, functions, rules concerning relevant functions of the business entity and the coin issuing entity, you are responsible for reading and understanding the contents of the “Terms and Conditions” of each and every relevant document.
Regarding Delivery of the Coin – Important Notice on Claims
Claim refers to the work by a purchaser/receiver to notify the company (Social Good Foundation Inc.) of the Ethereum Wallet by which the purchaser/receiver receives SocialGood. Claim functions will be disclosed accordingly. The input deadline shall be announced by e-mails and/or in HP announcements. Unless the Claim is completed by the deadline, any coin corresponding to that Claim will not be issued. The coin is non-negotiable and is attached to the functionality of selling limitation. Until the coin gets listed on an exchange based on the legal contract between us and the exchange, the coin is systematically prohibited to be negotiated and to be transferred to any other places than the Ethereum Wallet notified by the purchaser/receiver. Everyone, even including us, are unable to transfer any coins before the listing on an exchange to any other places than the Ethereum Wallet notified by the purchaser/receiver. Do not designate a wallet issued by a cryptocurrency exchange for the Ethereum Wallet to be designated for receiving purposes. Please make sure to use the wallet capable of ERC-20 Standard, and to register the Ethereum Wallet which the purchaser/receiver owns. If the company deems it as name-lending or for the purpose of money laundering, issuance is cancelled. No money shall be refunded even where the Ethereum Wallet was wrongly registered. In no event shall the company be liable for loss or damage attributable to Claim deficiency (including the failure and/or absence of the Ethereum Wallet notification by the purchaser). Remittance of cryptocurrency and fiat currency to us for the purpose of purchasing coins is final and non-refundable. Refunds, however, are only possible to be made to purchasers should we reject a purchase request as the result of KYC (Know-Your-Client).
Regarding Risks of the Coin (SocialGood)
Coin purchasers and holders should, before the purchase, retention, and use of any coins, carefully consider the following risks associated with the coin. We deem that the purchaser and the holder have fully understood them and accepted them before the purchase.
Please understand that price may drastically fluctuate day-to-day, and accordingly it could happen to yield huge profits or vis-à-vis cause losses to purchasers and/or holders.
Risk Relating to Technical Matters
Various technologies that support cryptocurrency and blockchain technology are just ever-progressing. Therefore, many risks, including system failure, loss of secret key, cryptocurrency-related protocol malfunction/failure or abandonment, attacks from outside parties, or weakness relating to hacking security, always exist concerning related technique and related technology in connection with that field.
Risk Involved in the Project
The planned Project mentioned in the Whitepaper may not necessarily be proceeded with as planned. Profit, right later on, and others that we describe in the Whitepaper with regard to the coin depends on the development of Social Good Project. Although we strive to accomplish the Project in accordance with the plan explained in the Whitepaper, there may be possibilities where plan components such as profit plan, right plan, scheduling, contents, and others could change. The company does not guarantee whether those components shall be achieved as aimed or planned at all.
Risk Associated with the Coin Market
This coin is a digital asset that has been developed by our company. By retaining it after purchasing SocialGood or receiving it by cashback, purchasers/holders do not acquire any rights from us either explicitly or implicitly. Sellers will neither guarantee to support the secondary distribution and external evaluation of the coin nor promote them. While distribution and trading through markets post liquidity risk, price fluctuation risk and the like to coins, the company will assume no responsibility for various circumstances, events or outcomes, etc. to be brought about to coins by those risks.
Furthermore, the company aims to be dealt by cryptocurrency exchange service providers (meaning the so-called “to be listed on an exchange”) at a certain point in the future; however, the company does not guarantee whether the goal will be achieved as aimed or planned at all. Although the company retains the right to have the coin listed on their exchanges of cryptocurrency exchange service providers the company is not obligated to do so (listing) at all, because listing the coin on an exchange is up to the cryptocurrency exchange service providers’ own judgment and decision.
Examinations and judgments by the regulatory authorities may also affect listing one way or another. These matters will eventually generate non-liquidity risks with respect to coins purchased and/or owned by purchasers/holders.
In addition, purchasers/holders cannot sell coins that they purchased/received until the coins get listed on the exchanges of cryptocurrency exchange service providers. Although the company strives to do its best to create a market of the coin, the company does not guarantee whether the goal will be achieved as aimed or planned at all. Purchasers/holders should, therefore, understand there may be the possibility where the liquidity of the coin could decrease more than they initially expected at the time of purchase/receipt.
Risk of Loss Not Covered by Insurance
Unlike bank accounts or accounts of other financial institutions, the coin will not be covered by any insurance unless a purchaser/holder specially obtains and takes out a private insurance. Accordingly, in the event of loss or lost utility value, there will be no public insurance company such as a deposit insurance corporation at which such purchaser/holder can rely on and there will be no private insurance arranged by sellers.
Risk Associated with Legal Restrictions
In many jurisdictions, the status of regulations over coins, sales of coins and blockchain technology are not clear. It is difficult to recognize/ foresee how the regulatory authorities apply or will apply the current regulations as to such technologies including the coin and its use. Likewise, it is also difficult to recognize/foresee how the parliaments or the regulatory authorities of each nation enforce or will enforce amendment to laws and regulations that affect blockchain technology including the coin and its use. Regulatory measures will have various influences on the value of the coin in various ways, such as making a judgment that the coin is a financial instrument subject to regulation which requires registration or a permit and license. In cases where regulatory measures or amendment to laws and regulations shall determine the operation in a certain jurisdiction to be illegal or where acquiring an approval of regulatory authority is necessary for operating in a certain jurisdiction shall be determined to be commercially unfavorable, and the company may make the decision to suspend the operation in that jurisdiction.
Risk Arising From Taxation
Taxation of the coin is not necessarily clear yet. Purchasers/holders shall, in connection with the purchase of the coin and the holding of the coin, seek advice concerning taxation by themselves and consequently they may be subjected to disadvantageous tax treatment including requirements for withholding tax, corporate income tax and a tax return.
Risk of Unfavorable Fluctuation of Value of Ethereum or Other Currencies
The company intends to, as explained in the Whitepaper, appropriate the sales of the coin sale for development and maintenance of the ecosystem. The sales of the coin sale will be denominated in Ether and Bitcoin, which may in some cases, be converted into another cryptocurrency or legal tender. If the value of Ether or other currencies adversely fluctuate after the selling period, sellers may become unable to allocate the funds for development etc.. It may become likely that the ecosystem cannot be developed and maintained by the contemplated method.
There is the possibility that sellers or the Company will dissolve themselves due to a number of reasons, such as disadvantageous fluctuation of value of cryptocurrency or legal tender, decrease in efficacy of the coin, commercial failure, or as a motion of objection against the ownership of intellectual properties.
Risk Arising Out of the Lack of Right to Governance
A coin will not grant any type of rights to governance with respect to the developer of the ecosystem, sellers or affiliates, etc. Therefore, the company will make, at its discretion, various decisions concerned with the ecosystem, sellers, the Company or corporate affiliated companies, such as decisions to discontinue the development plan or initiative of the ecosystem, to generate, sell or gift additional coins, or to sell-out or liquidate the Company. There is the possibility that those decisions will have an adverse effect on the ecosystem and the coin purchased.
Any Other Risks Not Predicted or Recognized at Present
Cryptographic coins like this coin are a new untested technology. In addition to the risks previously explained, other risks such as natural disasters, e.g., earthquakes, unpredictable by sellers at present with regard to the purchase, retention or use of the coin could at some point exist. Such risks are possible to actually arise as an unforeseen transformation or combination of risks being examined here.
Responsibility Concerning Security
Purchasers/holders shall be responsible for taking reasonable measures with respect to the wallet to be used when keeping the coin before and after purchasing/receiving it from the company and thus shall manage all aspects of the storage mechanism used to hold the coin, to preserve a secret key and information necessary for access to the storage mechanism. In the event a secret key of a purchaser/holder or other information is lost, the purchaser/holder may lose access to the coin. The company shall not be held responsible for such loss.
Furthermore, in addition to the foregoing, if a third party utilizes the Social Good service using wallet information or other registration information of the purchaser/holder, the company shall deem the said use as the use by the purchaser/holder.
Representations and Warranties
Upon purchase and retention of the coin, a purchaser/holder shall represent and warrant the following. The company hereby expressly retains the right to suspend or deprive the purchaser or holder’s account if the purchaser/holder breaches any one (1) of these matters. The company shall not be liable for any outcomes resulting from a breach of this article by the purchaser/holder:
Having ability and authority to purchase and to retain the coin in accordance with laws and regulations involved;
The purchase/retention is for his/her own purchase and/or retention, and it is not the purchase or retention for other people than himself or herself;
Having understood that the coin does not fall into the category of securities in the purchaser’s/holder’s jurisdiction, and having verified, agreed to, and recognized it;
Having understood that the promotion of the coin by the company does not fall into the category of solicitation or offering of securities in the jurisdiction where the purchaser/holder resides;
Having understood that the purchase and retention of the coin is not prohibited by laws or regulations in the jurisdiction where the purchaser/ holder resides, and if any restriction would apply to the purchase/retention of the coin, the purchaser/holder would be liable for any remedy necessary by himself or herself without incurring any liability whatsoever onto the company;
Having thoroughly read documents such as this Whitepaper, Terms of Sale, and Terms and Conditions of other relevant document, and understood the contents thereof;
Having understood the documents and fully understand the risks and influences associated with the purchase/retention of the coin;
Having acquired sufficient information on the coin to make decisions based on appropriate information when purchasing/retaining the coin;
Having understood that the coin will not grant any rights in any form to/in the company or the affiliates. In rights that purchasers/holders should understand, rights relating to voting, distribution, reimbursement, settlement and property (including intellectual property rights in any forms) or other property rights and legal rights are included;
Having understood that a purchaser/holder cannot sell coins that the purchaser buys and/or the holder retains until the coins get listed on the exchanges of cryptocurrency exchange service providers.
Having understood that though the company strives to do its best to create a market of the coin, the company does not guarantee whether the goal will be achieved as aimed or planned at all and there may be the possibility where the liquidity of the coin could decrease more than they expected when they initially made their purchase/retention.
Comply with obligations under laws and regulations and tax laws applicable to the jurisdiction of the purchaser/holder which will arise due to the purchasing/receiving of the coin;
The purchaser/holder is not a citizen or resident of a region where access to the coin is prohibited by the applicable laws and regulations, etc., treaties and administrative measures;
The purchaser/holder has not had in the past and does not have at present an economic relationship, business relationship, employment relationship or delegation relationship with anti-social forces, etc. and has not conducted, temporarily or continuously, a commercial transaction, provision or transfer of profits, or any other transactions with anti-social forces, etc.;
Having understood that the coin is deemed as a cryptoasset based on the Paragraph 5, Article 2, of the Payment Services Act but it does not, at the time of issuance, fall under statutory cryptocurrency (Paragraph 5, Article 2 of the Payment Services Act), prepaid payment instruments (Article 3 of the said Act) or securities as is explain the previous Chapter 5, etc.;
Having fully understood the technical background of cryptoasset as well as risks that could arise due to the said technical factors and restriction;
Having fully understood the company and the Project are with business risks involved;
Having understood that the company will not be liable for any loss including indirect loss, special loss, accidental loss or any other type of loss deriving from the purchase/retention of the coin by the purchaser/holder;
The purchaser/holder will not use the coin for the purpose of any illegal activity including money laundering and financing terrorist activities;
A purchaser/holder shall, if damages are caused to a third party or if a dispute arises with a third party in connection with the purchase/retention/use of the coin, compensate for such damages or resolve such dispute at his/her expenses and on his/her own responsibility, and shall not cause any trouble or damages to the company.
If a purchaser/holder caused damages to the company in connection with the purchase/retention/use of the coin, the purchaser/holder shall compensate the company for the damages (including legal costs and attorney’s fee) at his/her expenses and as a part of his/her own responsibility.
The company will not be liable for any loss whatsoever that a purchaser/holder would suffer from with regards to the purchase of and the retention of the coin.
The coin shall be sold on an “as-is basis” and “to the extent providable” without any kinds of warrantees, and the company denies all warrantees, including without limitation, implied warranty of merchantability, fitness for any particular purpose, the title or non-infringement.
The company does not represent or warrant that the coin is trustworthy, the newest, free from any errors and satisfies conditions sought by a purchaser/holder, or that any defects in the coin will be corrected in the future.
The company does not represent or warrant that the coin or delivery mechanism of the coin has not been infected with virus or other harmful components.
The company is not liable for accuracy, etc. of information concerning the Terms and Conditions of the coin sale, the Whitepaper, and any other kinds of documents and information, etc. on the website. The company will not represent or warrant the Terms and Conditions of the coin and coin sale, the Whitepaper, and any other kinds of other documents with regard to the coin and coin sale, and will not provide the purchaser, holder and reader with any authenticity, perfectness, promise, or guarantee of the information and statement. And the company will refuse to provide with any authenticity, perfectness, promise, or guarantee of the provided information and statements.
The company is not liable for the loss of the purchased/received coin (including the loss of any ID/password, etc. of the wallet used to hold the purchased/received coin).
Just like other cryptocurrencies, the value of the coin may drastically fluctuate and in some cases the value may decrease from the initial purchase price due to various factors. The company will not be liable for any losses, except for only what is articulated in section “3, (2)2. The Operating Company Guarantees the Exchange Value” in the Whitepaper, incurred by such fluctuation.
The coin price amount with regards to the coin purchase is always the price before tax calculation. Purchasers are responsible for calculation, capture, reporting and payment of any taxes related to the purchase of the coin. The company is not liable for any calculation, capture, reporting and payment of any taxes related to the purchase of the coin by the purchaser and to the retention of the coin by the holder.