Zenthris is a limited company incorporated in Costa Rica and registered as a limited company pursuant to the Costa Rica Companies Law. Zenthris management is carried out by its executive team. Zenthris does not pay dividends and is wholly set up to exploit the value of Zenthris technology. Zenthris acts as the token generator with respect to the VRA token.
Most of Zenthris initial product roadmap has been completed and the rollout of its products to publishers has commenced, mitigating the risk of further development costs. Revenues are now being generated and are expected to grow.
Costa Rica is a well-known and established jurisdiction due to its stable and predictable political and legal framework, as well as its tax neutral status for international transactions. Zenthris believes a Costa Rica domicile for Zenthris provides for long-term stability. The competent court for litigation will be the courts of Costa Rica.
Zenthris does not publish and is not required to file in any jurisdiction audited or unaudited accounts or financial statements.
Formerly Zenthris was domiciled in Cayman and the British Virgin Islands and moved to Costa Rica at the end of 2023 due to increases in costs in remaining in the British Virgin Islands.
Due to concerns about the unpredictability and changing nature of regulation (or lack of regulation in many markets), Zenthris takes the legal and regulatory elements of its activities very seriously. Zenthris has appointed a legal officer to sit on the advisory team and work closely with Zenthris advising on best practices. Zenthris also obtains advice from a range of international law firms with expertise in digital assets and fintech on regulatory and legal matters pertaining to its activities.
The acquisition of ZEN tokens involves a high degree of risk. Crypto currency is a very volatile asset class and ZEN is no exception. Anyone buying ZEN could lose all of the value of their investment.
Before acquiring ZEN, it is recommended that each purchaser conduct their own examination of all relevant information and risks (including as set forth below and in additional documentation associated with the sale of ZEN). If any of the following risks occurs, the Zenthris Platform and ZEN may be materially and adversely affected, including all ZEN being rendered worthless or unusable.
While tokens may be traded through one or more cryptocurrency exchanges, there is no guarantee of value, and the token may be delisted at any time that it does not meet the listing requirements of the exchange. The cryptocurrency token market is immature, and there are numerous risks that threaten the entire category, including but not limited to regulatory risk, content on Zenthris or the contents of the digital wallets that belong to the members of the Zenthris community, owners and its viewers.
IMPORTANT NOTICE – PLEASE READ THIS SECTION CAREFULLY. YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX, AND OTHER PROFESSIONAL ADVISOR(S) BEFORE OWNING VRA OR TAKING ANY ACTION IN CONNECTION WITH THIS DISCLAIMER.
This document is intended to present disclaimer information regarding Zenthris and its token.
Certain terms of this document pertain to potential purchasers (each a Purchaser) of ZEN tokens.
Tokens are offered by certain exchanges and ZEN on the basis of the information contained in the terms and conditions of purchase and sale (“Terms and Conditions”). Potential Purchasers should disregard, and not rely upon, any other information or representations given or made by any dealer, broker or other third party. No person is authorized to give any information or to make any representations in connection with any offering of ZEN Tokens apart from those contained in the Terms and Conditions. A potential Purchaser to whom such information or representations are given or made must not rely on them as having been authorized by Zenthris or any of its affiliates or subsidiaries.
Statements in this disclaimer are generally based on the law and practice in Costa Rica, with certain specific statements based on the law and practice of the jurisdictions explicitly- mentioned, in each case current at the date this disclaimer was issued. Those statements are therefore subject to change from time to time at the sole discretion of Zenthris should the corresponding law or practice change. Under no circumstance does the delivery of this disclaimer or the sale of Tokens imply or represent that the affairs of Zenthris will not change or has not changed since the date of this disclaimer.
Nothing contained in this disclaimer is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of Zenthris. Zenthris does not make representations or warranties of any kind with respect to the economic return from, or the tax consequences of a purchase of Tokens. Prospective Purchasers should carefully review the whole of the token sale Terms and Conditions provided even when purchasing tokens on exchanges. They should also consult with their legal, tax and financial advisors in relation to the following: (i) the legal and regulatory requirements within their own countries for purchasing, holding and disposing of Tokens;
(ii) any foreign exchange restrictions to which they may be subject in their own countries in relation to purchasing, holding or disposing of Tokens; and (iii) the legal, tax, financial and other consequences of subscribing for, purchasing, holding or disposing of Tokens.
Zenthris is not responsible for compliance with any investor’s own jurisdiction laws. The responsibility for compliance is that of each investor. To the maximum extent permitted by applicable law, Zenthris expressly disclaims and shall not be liable for any and all responsibility for any direct or any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with (i) Purchaser’s acceptance of or reliance on any information contained in this disclaimer, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.
The distribution of this disclaimer and the offering or purchase of Tokens may be restricted in certain jurisdictions. This disclaimer is not and is not intended as part of any offer, sale or distribution under the laws of any jurisdiction governing the offer or sale of securities.
The receipt of this disclaimer or the accompanying Terms and Conditions does not constitute an invitation to a recipient to subscribe for Tokens in a jurisdiction where it is necessary to comply with registration or any other legal requirement to make that invitation, or the use of the Terms and Conditions, lawful. No such recipient may treat this disclaimer or the accompanying Terms and Conditions as an invitation to purchase Tokens, nor may such recipient use the Terms and Conditions. More particularly, this disclaimer does not constitute an offer or solicitation:
It is the responsibility of every person in possession of this disclaimer and every person wishing to apply to purchase Tokens to inform themselves of, and to observe all applicable laws and regulations of, any relevant jurisdiction.
All statements, estimates and financial information contained in this disclaimer, made in any press releases or in any place accessible by the public and oral statements that may be made by Zenthris that are not statements of historical fact, constitute “forward-looking statements”. Some of these statements can be identified by forward-looking terms such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will” or other similar terms. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual events or results, performance or achievements to differ materially from the estimates or the results implied or expressed in such forward-looking statements.
Further, Zenthris disclaims any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements.
The acquisition of Tokens involves a high degree of risk. Before acquiring Tokens, it is recommended that each Purchaser conduct its own careful examination of all relevant information and risks about the Zenthris , Zenthris Platform and Tokens, exchanges terms and conditions and, specifically, the disclosures and risk factors set out below. If any of the following risks actually occurs, the Zenthris Platform, Token and Purchaser’s Tokens may be materially and adversely affected, including the Purchaser’s Token being rendered worthless or unusable.
2.1.1. Accuracy of information, no consent of parties referenced in this disclaimer
This disclaimer includes market and industry information and forecasts that have been obtained from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. Such surveys, reports, studies, market research, publicly available information and publications generally state that the information that they contain has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such included information.
No person, including executives of the company has provided his or her consent to the inclusion of his or her name and/or other information attributed or perceived to be attributed to such person in connection therewith in this disclaimer and no representation, warranty or undertaking is or purported to be provided as to the accuracy or completeness of such information by such person and such persons shall not be obliged to provide any updates on the same. Verasity has not conducted any independent review of the information extracted from third party sources, or internal marketing statements, verified the accuracy or completeness of such information, or ascertained the underlying economic assumptions relied upon therein.
Consequently, neither Zenthris nor its directors, executive officers and employees acting on its behalf makes any representation or warranty as to the accuracy or completeness of such information and shall not be obliged to provide any updates on the same.
To facilitate a better understanding of Tokens being offered for purchase by Zenthris , and the businesses and operations of Zenthris , certain technical terms and abbreviations, as well as, in certain instances, their descriptions, have been used in this disclaimer. These descriptions and assigned meanings should not be treated as being definitive of their meanings and may not correspond to standard industry meanings or usage, neuter genders and vice versa. References to persons shall include corporations.
2.1.3. Restrictions on distribution and dissemination of this disclaimer
The distribution or dissemination of this disclaimer or any part thereof may be prohibited or restricted by the laws, regulatory requirements and rules of any jurisdiction. In the case where any restriction applies, you are to inform yourself about, and to observe, any restrictions which are applicable to your possession of this disclaimer or such part thereof (as the case may be) at your own expense and without liability to Zenthris .
2.1.4. Language of this disclaimer
This disclaimer may have been prepared in multiple languages. In the event of any inconsistencies between one version and another, the English language version shall prevail.
ZEN tokens are digital utility tokens that enable data transfer within Zenthris products including the Zenthris Proof of View ecosystem and/or execute certain functions on the Zenthris Blockchain. Tokens do not represent a loan to Zenthris , nor do they provide Purchaser with any ownership or other interest in or to Zenthris .
For greater certainty, the purchase of Tokens does not provide Purchaser with any form of ownership right or other interest in or to Verasity or its present or future assets and revenues, including, but not limited to, any voting, distribution, redemption, liquidation, revenue sharing, proprietary (including all forms of intellectual property), governance, or other financial or legal rights. ZEN tokens have utility within the Zenthris ecosystem of products and any Purchaser acquiring ZEN for speculative purposes does so at their own risk and in the full knowledge of the risks detailed in this disclaimer.
Tokens are “mintable” and accordingly can be created without any consensus-related activities: the value of Tokens may decrease as a result of the minting of ZEN: Zenthris gives no commitment or representation relating to whether, and if so to what extent, it will mint or burn VRA in the future.
Other than instances described in the Terms and Conditions, if any, Zenthris is not obliged to provide Token holders with a refund for any reason, and Token holders will not receive money or other compensation in lieu of a refund. Statements set out in this disclaimer are merely expressions of Zenthris objectives and desired work plan to achieve those objectives. No promises of future performance or price are or will be made in respect to Tokens, including no promise of inherent value, and no guarantee that Tokens will hold any particular value.
Proof of View (PoV) Tokens are on the same smartcontract as ZEN Tokens. Either token can be traded on exchanges, enter Circulating or Total Supply at the sole discretion of Zenthris and are not subject to any restrictions or regulations. Nothing stated by Zenthris marketing or management, or any third party can be taken to contradict the fundamental nature of the interchangeability and tradability of PoV and ZEN Tokens, which are by nature the same. Zenthris gives no warranty or promise that PoV Tokens will be treated differently from ZEN Tokens or that PoV Tokens will not enter exchanges, be sold or enter Circulating Supply. PoV Tokens may be inflationary on supply and negatively impact Token price. Zenthris has the right to burn PoV Tokens and ZEN Tokens at any time and currently does so from time to time. Any Purchaser acquiring ZEN does so at their own risk and in the full knowledge of the risks detailed in the disclaimers listed in Zenthris published terms and conditions and disclaimers from time to time.
Tokens are exchanged on “as is” basis. Zenthris and its directors, officers, employees, shareholders, affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding Tokens, including any warranty of title, merchantability or fitness for a particular purpose or any warranty that Tokens and Zenthris Platform will be uninterrupted, error-free or free of harmful components, secure or not otherwise lost or damaged. Except to the extent prohibited by applicable law, Zenthris and its directors, officers, employees, shareholders, affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non- infringement, or quiet enjoyment, and any warranties arising out of any course of dealings, usage or trade.
The sale of Tokens and Tokens themselves are not securities, commodities, swaps on either securities or commodities, or a financial instrument of any kind. Purchases and sales of Tokens are not subject to the protections of any laws governing those types of financial instruments.
This disclaimer and all other documents referred to in this disclaimer including the Terms and Conditions do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a security, commodity, or a swap on either a security or commodity.
Zenthris marketing function may from time to time through social media share information that may be regarded as relevant to the Tokens and their price or value. However, Zenthris is under no obligation to provide or maintain such information as up-to-date. In considering such information the Purchaser acknowledges and agrees that such information is provided to maintain Zenthris social media presence is not subject to the kinds of verification or due diligence processes as would be required or expected in the context of the marketing or offering of securities or similar investments.
Zenthris does not (and is under no obligation to) disclose or make public non-public information relevant to the Tokens or their price or value. Information aggregators, news outlets or other third parties may publish or disseminate information relating to the Tokens, their circulating supply, price or value, but this is done without the agreement or approval of Zenthris . Any Purchaser or potential Purchaser assumes all risks of using such information and such risks are not the responsibility or liability of Zenthris .
Purchaser acknowledges and agrees that Purchaser is not purchasing Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes. Tokens are not designed for investment purposes and should not be considered as a type of investment. The ZEN token is not an equity or debt instrument and therefore the Purchaser is not an investor and does not have the rights associated with equity, debt, or other forms of securities instruments.
The Token Generation and the performance of Zenthris activities set out in this disclaimer may be interrupted, suspended or delayed due to force majeure events. For the purposes of this disclaimer, a force majeure event shall mean any extraordinary event or circumstances which could not be prevented by Zenthris and shall include: hardware, software or other utility failures, changes in market forces or technology, software or smart contract bugs, changes in blockchain-related protocols, 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 or other circumstances beyond Zenthris control, which were not in existence at the time of Token Generation. Purchaser understands and agrees that Zenthris shall not be liable and disclaims all liability to Purchaser in connection with a force majeure event.
Unlike bank accounts or accounts at financial institutions, Tokens are uninsured unless a Token holder themselves specifically obtains private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Zenthris to offer recourse to the Purchaser.
The regulatory status of cryptographic tokens, digital assets, and blockchain technology is undeveloped, varies significantly among jurisdictions and is subject to significant uncertainty. It is possible that certain jurisdictions may adopt laws, regulations, policies or rules directly or indirectly affecting the Bitcoin and Ethereum network, or restricting the right to acquire, own, hold, sell, convert, trade, or use Tokens.
Developments in laws, regulations, policies or rules may alter the nature of the operation of the blockchain network upon which Tokens are dependent. There can be no assurance that governmental authorities will not examine the operations of Zenthris and/or pursue enforcement actions against Zenthris .
All of this may subject Zenthris to judgments, settlements, fines or penalties, or cause Zenthris to restructure their operations and activities or to cease offering certain products or services, all of which could harm Zenthris reputation or lead to higher operational costs, which may, in turn, have a material adverse effect on Tokens and/or the development of the Zenthris Platform.
There is a risk that Tokens might be considered a security in certain jurisdictions, or that they might be considered to be a security in the future. Zenthris does not provide any warranty or guarantee as to whether Tokens will be a security in the jurisdiction of the Purchaser.
Each Purchaser will bear all consequences of Tokens being considered a security in their respective jurisdiction. Every Purchaser is responsible to confirm if the acquisition and/or disposal of Tokens is legal in its relevant jurisdiction, and each Purchaser undertakes not to use Tokens in any jurisdiction where doing so would be unlawful. If the purchase or use of Tokens is not legal in any Purchaser or holder’s jurisdiction, they should not acquire Tokens and immediately stop using or possessing Tokens. Acquiring Tokens in exchange for cryptocurrencies will most likely continue to be scrutinized by various regulatory bodies around the world, which may impact the usage and value of Tokens.
The legal ability of Zenthris to provide or support Tokens in some jurisdictions may be eliminated by future regulation or legal actions. If Zenthris determines that the purchase or usage of Tokens is illegal in a certain jurisdiction, Zenthris may at its sole discretion and without notice cease operations in that jurisdiction, or adjust Tokens or the Zenthris Platform in a way to comply with applicable law.
Tokens on third-party exchanges give purchasers an opportunity to buy Tokens. Tokens may be sold on such exchanges but that is at the Tokenholders risk, not at Zenthris risk. Existing laws on the circulation of securities in certain countries, such as the United States of America, Canada and Singapore, may prohibit the sale of Tokens to the residents of those countries. When buying Tokens, Purchasers should be aware of the restrictions on their subsequent sale.
Tokens purchased by Purchaser may be held by Purchaser in Purchaser’s digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Purchaser’s digital wallet or vault storing Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service Purchaser uses, may be able to misappropriate Purchaser’s Tokens. Verasity is not responsible for any such losses.
If Purchaser sends cryptocurrencies to Zenthris from an exchange or an account that Purchaser does not control, Tokens will be allocated to the account that has sent such cryptocurrency; therefore, Purchaser may never receive or be able to recover Purchaser’s Tokens. Furthermore, if Purchaser chooses to maintain or hold Tokens through a cryptocurrency exchange or other third party, Purchaser’s Tokens may be stolen or lost.
The wallet or wallet service provider used for the storage of Tokens has to be technically compatible with Tokens. The failure to assure this may result in the Purchaser not being able to gain access to its Tokens.
Advances in cryptography, or other technical advances such as the development of quantum computers, could present risks to cryptocurrencies, Ethereum and Tokens, which could result in the theft or loss of Tokens.
There are risks associated with using Tokens including, but not limited to, the failure of hardware, software, and internet connections. Zenthris shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Zenthris Platform and Tokens, however caused. Transactions in cryptocurrencies may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Cryptocurrency transactions are deemed to be made when recorded on a public ledger, which is not necessarily the date or time when the transaction is initiated.
the Zenthris Platform will ever be adopted;
∙ the Zenthris Platform will be adopted as developed by Verasity and not in a different or modified form;
∙ a blockchain utilizing or adopting the Zenthris Platform will ever be launched;
∙ a blockchain will ever be launched with or without changes to the Zenthris Platform and with or without a distribution matching the fixed balances of the initial tokens distributed under the Token Sale.
The initial iteration of the Tokens are based on the Ethereum blockchain. As such, any malfunction, unintended function or unexpected functioning of the Ethereum protocol may cause Tokens and/or the Zenthris Platform to malfunction or function in an unexpected or unintended manner.
The Ethereum blockchain rests on open source software, and accordingly there is the risk that the token smart contract pertaining to the initial iteration of Tokens may contain intentional or unintentional bugs or weaknesses which may negatively affect Tokens or result in the loss or theft of Tokens or the loss of ability to access or control Tokens. In the event of such a software bug or weakness, there may be no remedy and Token holders are not guaranteed any remedy, refund or compensation.
On the Ethereum blockchain timing of block production is determined by proof of work so block production can occur at random times. Purchaser acknowledges and understands that the Ethereum blockchain may not include the Purchaser’s transaction at the time Purchaser expects and Purchaser may not receive Tokens the same day Purchaser sends Ether. The Ethereum blockchain is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. Purchaser acknowledges and understands that Ethereum block producers may not include Purchaser’s transaction when Purchaser wants, or Purchaser’s transaction may not be included at all.
Transactions involving Tokens that have been verified, and thus recorded as a block on the blockchain, generally cannot be undone. Even if the transaction turns out to have been in error, or due to theft of a user’s Token, the transaction is not reversible. Further, at this time, there is no governmental, regulatory, investigative, or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen cryptocurrencies. Consequently, Verasity may be unable to replace missing Tokens or seek reimbursement for any erroneous transfer or theft of Tokens.
The development team and administrators of the source code for Ethereum blockchain or the Verasity Blockchain could propose amendments to such network’s protocols and software that, if accepted and authorized, or not accepted, by the network community, could adversely affect the supply, security, value, or market share of Tokens.
As with other decentralized cryptocurrencies, the Ethereum blockchain, which is used for the initial tokens sold under the Token Sale, 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 attack presents a risk to Tokens, including the expected proper execution and sequencing of Tokens and Ethereum contract computations in general. Despite the efforts of Verasity and Ethereum Foundation, the risk of known or novel mining attacks exists. Mining attacks, as described above, may also target other blockchain networks, with which Tokens interact with and consequently Tokens may be impacted also in that way to the extent described above.
Because Tokens confer no governance rights of any kind with respect to Verasity, all decisions involving Verasity’s products or services within the platform or Verasity itself will be made by Verasity at its sole discretion. These decisions could adversely affect the platform and the utility of any Token you own.
The ability of the Verasity Platform project team, which is responsible for maintaining the competitive position of the Verasity Platform, is dependent to a large degree on the services of a senior management team. The loss or diminution in the services of members of such senior management teams or an inability to attract, retain and maintain additional senior management personnel could have a material adverse effect on the Verasity Platform. Competition for personnel with relevant expertise is intense due to the small number of qualified individuals, and this competition may seriously affect Verasity’s ability to retain its existing senior management and attract additional qualified senior management personnel, which could have a significant adverse impact on the Verasity Platform.
Even if completed, the Verasity Platform will rely, in whole or partly, on third-parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third-parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, any of which might have a material adverse effect on the Verasity Platform.
It is possible that the Verasity Platform or Tokens will not be used by a large number of individuals, businesses and organizations and that there will be limited public interest in the creation and development of its functionalities. Such a lack of interest could impact the development of the Verasity Platform.
The development of the Verasity Platform and/or Verasity Blockchain may be abandoned for several reasons, including lack of interest from the public, insufficient funding, insufficient commercial success or prospects or departure of key personnel.
The Verasity Platform is still under development and may undergo significant changes over time. Although Verasity intend for the Verasity Platform to have the features and specifications set forth in this disclaimer, changes to such features and specifications may be made for any number of reasons, any of which may mean that the Verasity Platform does not meet expectations of the Purchaser.
The Platform may give rise to other, alternative projects, promoted by parties that are affiliated or unaffiliated with Verasity, and such projects may provide no benefit to the Verasity Platform.
Verasity may be engaged in transactions with related parties and conflicts of interest may arise, potentially resulting in the conclusion of transactions on terms not determined by market forces.
The Management and executive team at Verasity may be allocated Tokens from time to time. Key individuals within Verasity hold personal Tokens at their sole personal use.
Purchases of Tokens should be undertaken only by individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, including Ether, and blockchain based software systems. Purchaser should have a functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. If you do not have such experience or expertise, then you should not purchase Tokens. Cryptographic tokens such as Tokens are a new and untested technology. In addition to the risks included above, there are other risks associated with your purchase, possession and use of Tokens, including minting of the token by Verasity which may have an adverse effect on price, a poor understanding by management of any adverse changes to the supply of tokens, incomplete, poor or non disclosure by management, misrepresentations made by moderators, consultants or employees in social media, as well as other unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed above.
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Contact us at: info@zenthris.com