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expert-reasoning-documents/legal-opinion-trace_id-era1711548.json

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+[
+  {
+    "trace_id": "era1711548",
+    "metadata": {
+      "content_type": "expert-reasoning",
+      "document_type": "legal-opinion",
+      "area_of_law": "compliance",
+      "industry": [
+        "finance",
+        "web3"
+      ],
+      "jurisdiction": [
+        "SE",
+        "SG"
+      ],
+      "pii_redacted": true,
+      "proprietary_status": [
+        "IP_acquisition"
+      ],
+      "provenance_tier": "t1",
+      "tokens_estimate": 5670,
+      "language": "en-US"
+    },
+    "data": {
+      "text": "Writer's name: <WRITER_NAME> \nDirect Tel: <PHONE_NUMBER>\nDirect E-mail: <EMAIL>\n\n\nDate: <YEAR>\n  \n\n<COMPANY_NUMBER>\n<ADDRESS>\n<POSTAL_INDEX>\n<COUNTRY>\n\n\n\n\n<COMPANY_NAME> - LEGAL OPINION ON CHARACTERISATION OF <ASSET_NAME> TOKEN UNDER SINGAPORE LAW\n\n\n1.        INTRODUCTION\n\n\nWe have been requested to provide a legal opinion (“Opinion”) on <COMPANY_NAME>, a company incorporated under the laws of Sweden (“Company”) in relation to its proposed listing of its native <ASSET_NAME> tokens (“Tokens”, and “Token” shall be construed accordingly) on, amongst other exchanges, the <ENTITY_NAME> exchange (available at: https://www.<ENTITY_NAME>.com/) (“<ENTITY_NAME>”) and in particular, the following:\n\n\n(a)        whether the Tokens would fall under the definition of a “business trust” under the Business Trust Act 2004 of Singapore (“BTA”); \n\n\n(b)        whether the Tokens would fall within the definition of (i) “securities” or (ii) “collective investment scheme” under the Securities and Futures Act 2001 of Singapore (“SFA”); and\n\n\n(c)        whether the Token would fall within the definition of (i) a “digital payment token”, or (ii) “e-money” under the Payment Services Act 2019 of Singapore\n\n\n2.        BACKGROUND OF THE TOKENS\n\n\n2.1        The Company is developing a network suite of software tools that enable secure cross-chain communication in Web3 (“<ASSET_NAME> Network”) and in particular, a data storage solution that enables the public to store and transmit data in a network in a distributed, secure and globally scalable manner. Decentralized application developers can use the <ASSET_NAME> Network as an application programming interface to pass arbitrary messages between blockchains frictionlessly and securely, enabling them to bring interoperability functionality to any chain. The <ASSET_NAME> Network is powered by the Tokens to incentivize positive actions by nodes and subscribers while penalizing deceptive entities on the platform.\n\n\n2.2        The <ASSET_NAME> Network uses specialised service nodes (“<ACTOR>”) that provide the <ASSET_NAME> Network with storage space, communication channels and compute cycles. The <ACTOR> deliver cross-chain communication. The <ASSET_NAME> Network adopts the concept of <ACTOR>, which may be governed or ungoverned. Governed <ACTOR> can only be modified after all <ACTOR> reach consensus, while ungoverned <ACTOR> may be modified at will by the developers of the <ASSET_NAME> Network.\n\n\n2.3        The Tokens are used to deploy a <ACTOR> on the <ASSET_NAME> Network. Subsequently, the <ASSET_NAME> Network retains a flat and evenly distributed reward system for all the <ACTOR> on the <ASSET_NAME> Network. Additionally, <ACTOR> also receive rewards based on the services they provide (e.g. provide services such as bandwidth, domain name registrations, compute cycles and storage space). The <ASSET_NAME> Network does not allow <ACTOR> to control how much they want to get rewarded for their services. Instead, the <ACTOR> collectively adjusts rewards based on the amount of available resources on the <ASSET_NAME> Network and the current minting rate in new blocks.\n\n\n2.4        To decrease central control and increase decentralization, the <ASSET_NAME> Network employs decentralized sporks that allow <ACTOR> to vote on changes and introduce modifications to the protocol of the <ASSET_NAME> Network. All the properties of the protocol are either controlled or managed by the service nodes. Budget proposals, governance funding and service node collateral is intended to be controlled or managed in a decentralised fashion by <ASSET_NAME> Network and enforced by the board of The <ASSET_NAME> Foundation (“<ASSET_NAME> Foundation”).\n\n\n2.5        Separately, certain sporks are used by The <ASSET_NAME> Foundation to lock and manage sales of the <ASSET_NAME> token and provide a list of addresses concatenated with the locked amount in each address together with the vesting period, the lock length and the creation timestamp. As the vesting schedule of the sale rounds proceeds, the <ASSET_NAME> Network will allow for the continuous release of tokens held by these addresses. The <ASSET_NAME> Foundation can, based on the decision of the board, release additional Tokens onto the market from its locked supply in order to fuel further adoption.\n\n\n3.        OUR ROLE\n\n\n3.1        This Opinion is limited to the laws of Singapore of general application at the date of this Opinion as currently applied by the Singapore courts, is subject to any changes in such law occurring after the date of this Opinion, which changes could be made on a retroactive basis and is given on the basis that it will be governed by, and construed in accordance with, Singapore law.\n\n\n3.2        We have made no investigation of, and do not express or imply any views on, the laws of any country other than Singapore. This Opinion is also given on the basis that we undertake no responsibility to notify addressee of this Opinion of any change in Singapore law after the date of this Opinion.\n\n\n3.3        For the purposes of this Opinion, we have not examined any other documents or agreements other than:\n\n\n(a)        the <ASSET_NAME> Whitepaper—draft version 1.14 (“<ASSET_NAME> Whitepaper”), a copy of which is annexed hereto as “Annex A”; and\n\n\n(b)        the advertising and promotion information on the Company's website (being the webpage solely accessed at https://www.<ASSET_NAME>.org/sale/) in respect of the proposed offer of the Tokens as of the date of this opinion.\n\n\nIn particular, we express no opinion whatsoever with respect to any other tokens, agreements or documents distributed by or entered in by the Company and the <ASSET_NAME> Network.\n\n\n4.        ASSUMPTIONS\n\n\n4.1        In rendering this Opinion, we have, without consent and without any further enquiry, assumed that:\n\n\n(a)        the Company has neither submitted nor lodged a preliminary document and/or prospectus with the Monetary Authority of Singapore (“MAS”) in connection with the Tokens and the listing of the Tokens;\n\n\n(b)        the listing of the Tokens will be conducted within, amongst other jurisdictions, Singapore (it should be noted that the SFA may have extraterritorial effect with respect to any act done outside Singapore that has a substantial and reasonably foreseeable effect in Singapore if that act would, had it been carried out in Singapore, constitute an offence under specified provisions of the SFA);\n\n\n(c)        the Company, whose knowledge is relevant for the purposes of determining the Opinion contained herein, has disclosed to us all information actually known to it and all information that, in the circumstances, it ought reasonably to have obtained by making enquiries;\n\n\n(d)        there are no documents or information not examined by us which would affect or have any implication on this Opinion; and\n\n\n(e)        save for any laws, rules and regulations in Singapore, there are no subsisting restrictions binding on the Company which would have any implication on this Opinion.\n\n\n4.2        For the avoidance of doubt, nothing in this Opinion shall be construed to affect or preclude the listing of the Tokens in countries elsewhere outside of Singapore, which would accordingly be subjected to the corresponding laws of such countries.\n\n\n5.        OPINION\n\n\nSubject to the foregoing and the matters set out below and any matters not disclosed to us, and having regard to such considerations of Singapore law in force applying as at the date of this Opinion as we consider relevant, we are of the opinion that:\n\n\n5.1        Securities\n\n\n5.1.1        The Tokens are unlikely to fall under the definition of “securities” under the SFA.\n\n\n5.1.2        Pursuant to section 2 of the Securities and Futures Act 2001 of Singapore (“SFA”), “securities” are defined to mean:\n\n\n(a)        shares[1], units in a business trust or any instrument conferring or representing a legal or beneficial ownership interest in a corporation, partnership or limited liability partnership;\n\n\n(b)        debentures[2]; or\n\n\n(c)        any other product or class of products as may be prescribed.\n\n\n5.1.3        As the Tokens do not provide any interest in any corporation[3] (in the Company or otherwise) (i.e. the Token does not allow its holder to vote in at the shareholder meetings of the Company nor does it represent an equity interest in the Company), the Tokens are unlikely to be characterised as “securities” under the SFA on the basis of such functions.\n\n\n5.1.4        Accordingly, as the Tokens do not fall under the definition of “securities” under the SFA, the provisions of the SFA in respect of the advertisement and promotion of securities (and the offer and/or sale thereof) are unlikely to apply to the Token.\n\n\n5.2        Collective Investment Scheme\n\n\n5.2.1        The Tokens are unlikely to fall under the definition of units in a “collective investment scheme” under the SFA.\n\n\n5.2.2        Pursuant to section 2 of the SFA, a “collective investment scheme” is defined to mean:\n\n\n(a)        an arrangement in respect of any property:\n\n\n(i)        under which the participants do not have day-to-day control over the management of the property, whether or not the participants have the right to be consulted or to give directions in respect of such management;\n\n\n(ii)        under which either or both of the following characteristics are present:\n\n\n(A)        the property is managed as a whole by or on behalf of a manager;\n\n\n(B)        the contributions of the participants, and the profits or income out of which payments are to be made to the participants, are pooled; and\n\n\n(iii)        under which either or both of the following characteristics are present:\n\n\n(A)        the effect of the arrangement is to enable the participants (whether by acquiring any right, interest, title or benefit in the property or any part of the property or otherwise):\n\n\n(AA)        to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management, disposal, exercise, redemption or expiry of, any right, interest, title or benefit in the property or any part of the property; or\n\n\n(AB)        to receive sums paid out of such profits, income, or other payments or returns;\n\n\n(B)        the purpose, purported purpose or purported effect of the arrangement is to enable the participants (whether by acquiring any right, interest, title or benefit in the property or any part of the property or otherwise):\n\n\n(BA)        to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management, disposal, exercise, redemption or expiry of, any right, interest, title or benefit in the property or any part of the property; or\n\n\n(BB)        to receive sums paid out of such profits, income, or other payments or returns,\n\n\nwhether or not\n\n\n(BC)        the arrangement provides for the participants to receive any benefit other than those set out in sub-paragraph (BA) or (BB) in the event that the purpose, purported purpose or purported effect is not realised; or\n\n\n(BD)        the purpose, purported purpose or purported effect is realised; or\n\n\n(b)        an arrangement which is an arrangement, or is of a class or description of arrangements, specified by the Authority as a collective investment scheme,\n\n\nbut does not include:\n\n\n(c)        an arrangement operated by a person otherwise than by way of business;\n\n\n(d)        an arrangement under which each of the participants carries on a business other than investment business and enters into the arrangement solely incidental to that other business;\n\n\n(e)        an arrangement under which each of the participants is a related corporation of the manager;\n\n\n(f)        an arrangement made by or on behalf of an entity solely for the benefit of persons, each of whom is:\n\n\n(i)        a bona fide director or equivalent person, a former director or equivalent person, a consultant, an adviser, an employee or a former employee of that entity or, where that entity is a corporation, a related corporation of that entity; or\n\n\n(ii)        a spouse, widow or widower, or a child, adopted child or stepchild below 18 years of age, of such director or equivalent person, former director or equivalent person, employee or former employee;\n\n\n(g)        an arrangement made by or on behalf of 2 or more entities solely for the benefit of persons, each of whom is —\n\n\n(i)        a bona fide director or equivalent person, a former director or equivalent person, a consultant, an adviser, an employee or a former employee of any of those entities or, where any of those entities is a corporation, a related corporation of the entity which is a corporation; or\n\n\n(ii)        a spouse, widow or widower, or a child, adopted child or stepchild below 18 years of age, of such director or equivalent person, former director or equivalent person, employee or former employee;\n\n\n(h)        a franchise;\n\n\n(i)        an arrangement under which money received by an advocate and solicitor from his or her client, whether as a stakeholder or otherwise, acting in his or her professional capacity in the ordinary course of his or her practice, or under which money is received by a statutory body as a stakeholder in the carrying out of its statutory functions;\n\n\n(j)        an arrangement made by any co-operative society registered under the Co-operative Societies Act 1979 in accordance with the objects thereof solely for the benefit of its members;\n\n\n(k)        an arrangement made for the purposes of any chit fund permitted to operate under the Chit Funds Act 1971;\n\n\n(l)        an arrangement arising out of a life policy within the meaning of the Insurance Act 1966;\n\n\n(m)        a closed-end fund constituted either as an entity, a sub-fund or a trust;\n\n\n(n)        an arrangement under which the whole amount of each participant's contribution is a deposit as defined in section 4B of the Banking Act 1970;\n\n\n(o)        an arrangement of which:\n\n\n(i)        the predominant purpose is to enable the participants to share in the use or enjoyment of the property or to make its use or enjoyment available gratuitously to others; and\n\n\n(ii)        the property does not consist of any of the following:\n\n\n(A)        any currency of any country or territory;\n\n\n(B)        any capital markets products;\n\n\n(C)        any policy as defined in the First Schedule to the Insurance Act 1966;\n\n\n(D)        any deposit as defined in section 4B of the Banking Act 1970;\n\n\n(E)        any credit facilities as defined in section 2(1) of the Banking Act 1970;\n\n\n(p)        an arrangement which is an arrangement, or is of a class or description of arrangements, specified by the Authority as not constituting a collective investment scheme by notice in the Gazette;\n\n\n5.2.3        As the Tokens do not involve any arrangement in respect of any property, the Tokens are unlikely to be charactered as units of a “collective investment scheme” under the SFA on the basis of such functions.\n\n\n5.2.4        Accordingly, as the Tokens do not fall under the definition of units of a “collective investment scheme” under the SFA, the provisions of the SFA in respect of the advertisement and promotion of units of a collective investment scheme (and the offer and/or sale thereof) are unlikely to apply to the Token.\n\n\n5.3        Business Trusts\n\n\n5.3.1        Pursuant to section 2 of the Business Trusts Act 2004 of Singapore (“BTA”), a “business trust” is defined to mean:\n\n\n(a)        a trust that is established in respect of any property and that has the following characteristics:\n\n\n(i)        the purpose or effect, or purported purpose or effect, of the trust is to enable the unitholders (whether by acquiring any right, interest, title or benefit in the property or any part of the property or otherwise) to participate in or receive profits, income or other payments or returns arising from the management of the property or management or operation of a business;\n\n\n(ii)        the unitholders of the trust do not have day-to-day control over the management of the property, whether or not they have the right to be consulted or to give directions in respect of such management;\n\n\n(iii)        the property subject to the trust is managed as a whole by a trustee or by another person on behalf of the trustee;\n\n\n(iv)        the contributions of the unitholders and the profits or income from which payments are to be made to them are pooled; and\n\n\n(v)        either:\n\n\n(A)        the units in the trust that are issued are exclusively or primarily non-redeemable; or\n\n\n(B)        the trust invests only in real estate and real estate-related assets specified by the MAS in the Code on Collective Investment Schemes mentioned in section 284 of the SFA and is listed on an approved exchange; or\n\n\n(b)        a class or description of trust that is declared by the MAS by notice published in the Gazette, to be a business trust for the purposes of the BTA,\n\n\nbut does not include the types of trusts specified in the Schedule to the BTA.\n\n\n5.3.2        As the Tokens do not establish any trust in respect of property, the Tokens will likely not fall under the definition of a unit of a business trust.\n\n\n5.4.        Digital Payment Token\n\n\n5.4.1        The Tokens are unlikely to be characterised as a “digital payment token” as defined under the PSA.\n\n\n5.4.2        Pursuant to section 2 of the Payment Services Act 2019 of Singapore (“PSA”), “digital payment token” is defined mean any digital representation of value (other than an excluded digital representation of value) that:\n\n\n(a)        is expressed as a unit;\n\n\n(b)        is not denominated in any currency , and is not pegged by its issuer to any currency;\n\n\n(c)        is, or is intended to be, a medium of exchange accepted by the public, or a section of the public, as payment for goods or services or for the discharge of a debt;\n\n\n(d)        can be transferred, stored or traded electronically; and\n\n\n(e)        satisfies such other characteristics as the MAS may prescribe.\n\n\n5.4.3        Accordingly, notwithstanding that the Tokens are (a) expressed in units, (b) are not denominated in, or pegged by the Company to, any currency, (c) will be transferred, stored and traded electronically, the Tokens are not, and are not intended to be a medium of exchange accepted by the public (or a section thereof) as payment. In particular the Tokens are not meant to be more broadly used as a medium of exchange for the payment of goods, services or discharge of a debt generally.\n\n\n5.5        E-money\n\n\n5.5.1        The Tokens are unlikely to be characterised as “e-money” as defined under the PSA.\n\n\n5.5.2        Section 2 of the PSA defines “e‑money” to mean any electronically stored monetary value that:\n\n\n(a)        is denominated in any currency, or pegged by its issuer to any currency;\n\n\n(b)        has been paid for in advance to enable the making of payment transactions through the use of a payment account;\n\n\n(c)        is accepted by a person other than its issuer; and\n\n\n(d)        represents a claim on its issuer,\n\n\nbut does not include any deposit accepted in Singapore, from any person in Singapore.\n\n\n5.5.3                Notwithstanding that the Tokens are arguably accepted by persons other than the Company, the Tokens are unlikely to fall under the definition of “e-money” under the PSA because:\n\n\n(a)        the Tokens are not denominated in any currency, or pegged by the Company to any currency;\n\n\n(b)        the Tokens do not enable the making of payment transactions through the use of a payment account; and\n\n\n(c)        it does not appear that the Tokens represent a claim on the Company.\n\n\n6.        QUALIFICATIONS\n\n\nThe opinion in paragraph 5 above is subject to the following limitations, qualifications and exceptions: \n\n\n(a)        we hold ourselves out as only having legal expertise in relation to Singapore law and our statements made and opinions expressed in this Opinion are made only to the extent that a law firm practising Singapore law in Singapore, having inspected the <ASSET_NAME> Whitepaper, would reasonably be expected to have become aware of relevant facts and/or to have identified the implications of those facts;\n\n\n(b)        we express no opinion on:\n\n\n(i)        any financial, accounting or audit matters;\n\n\n(ii)        the Tokens, save as set out in paragraph 1 herein;\n\n\n(iii)        the technology utilised by the Company, and any technical information relating to the Tokens;\n\n\n(iv)        any statements or opinions as to the prospects, projections or the occurrence of matters in the future; and\n\n\n(v)        the adequacy of any assumption on which the statements or opinions referred to in sub-paragraph (iv) above are based;\n\n\n(c)        we have assumed that all statements in the <ASSET_NAME> Whitepaper are complete and accurate representations of the nature of the Tokens;\n\n\n(d)        our statements in this Opinion are strictly limited to the matters stated in this Opinion and do not apply by implication or extension to other matters. In particular, our statements do not relate to any additional documents or statements concerning the <ASSET_NAME> Whitepaper, the Company, <ASSET_NAME> Network or Tokens that may be made by any person or any other conduct that any person may engage in;\n\n\n(e)        we take no responsibility for the completeness or accuracy of the information in the <ASSET_NAME> Whitepaper;\n\n\n(f)        we have relied on the truthfulness, accuracy and completeness of the information in the <ASSET_NAME> Whitepaper and have assumed that all documents, certificates, letters, representations, statements, information and opinions (where applicable) given to or obtained by us are (i) accurate, complete and up to date and (ii) have not, since they were given to us or obtained by us, been materially altered and nothing has come to our attention which gives us any reason to doubt the truthfulness, accuracy and completeness of such information;\n\n\n(g)        the courts of Singapore are bound to follow judicial precedents laid down by superior courts of Singapore, but the Court of Appeal, which is the highest court in Singapore, has power to depart from such precedents where adherence will cause injustice in a particular case or constrain the development of law in conformity with the circumstances of Singapore; and\n\n\n(h)        the MAS has the power to issue, in such manner as it considers appropriate, such codes, guidelines, policy statements, practice notes and no-action letters as it considers appropriate for providing guidance in relation to the operation of any of the provisions of the SFA, including (i) prescribing products or classes of products to fall under the definition of “securities” under the SFA, (ii) specifying arrangements that fall under the definition of “collective investment schemes” under the SFA, (iii) declaring a class or description of trust to fall under the definition of “business trust” under the BTA, and (iv) prescribing characteristics to be satisfied under the definition of “digital payment token” under the PSA.\n\n\n7.        BENEFIT OF OPINION\n\n\n7.1        This Opinion is addressed to the Company solely for its benefit, save that a copy of this Opinion may be disclosed for reference purposes to <ENTITY_NAME> and <ENTITY_NAME>'s legal advisors in connection with the potential listing of the Token on <ENTITY_NAME>'s exchange, and any competent regulatory authorities. This Opinion may not be disclosed or relied upon by any other person without our prior written consent. This Opinion may not be reproduced, copied or delivered to any persons whether electronically or otherwise. We accept no responsibility or legal liability to any person other than the Company, in relation to the contents of this Opinion.\n\n\n7.2        This Opinion is stated as of its date and we do not undertake any obligation to take account of any change in law (including any changes in regulations, guidelines and/or policies of the MAS) or circumstances after the date of this Opinion.\n\n\n7.3        This Opinion is strictly limited to matters stated herein and is not to be read as applying by implication to any other matter.\n\n\n7.4        This Opinion is given on the basis that <LEGAL_EXPERT> alone, and none of <LEGAL_EXPERT>'s shareholders, directors, employees or consultants, hereby incurs potential liability to you in relation to the matters set out in this Opinion.\n\n\n\n\nYours faithfully,\n\n\n\n\n\n\n\n\n                                \n<LEGAL_EXPERT>\n________________\n\n\nAnnex A\n\n<ASSET_NAME> Whitepaper\n\n\n[Separately attached.]\n\n\n\n\n________________\n[1]         Section 2 of the SFA read with section 4 of the Companies Act 1967 of Singapore (“Companies Act”) defines “share” to generally mean share in the share capital of a body corporate formed or incorporated or existing in Singapore or outside Singapore and includes any foreign company, and includes stock except where a distinction between stocks and shares is expressed or implied.\n\n\n[2]         Section 2 of the SFA defines “debenture” to includes:\n(a)        any debenture stock, bond, note and any other debt securities issued by or proposed to be issued by a corporation or any other entity, whether constituting a charge or not, on the assets of the issuer;\n(b)        any debenture stock, bond, note and any other debt securities issued by or proposed to be issued by a trustee-manager of a business trust in its capacity as trustee-manager of the business trust, or a trustee of a real estate investment trust in its capacity as trustee of the real estate investment trust, whether constituting a charge or not, on the assets of the business trust or real estate investment trust; or\n(c)        such other product or class of products as the Monetary Authority of Singapore (“MAS”) may prescribe,\nbut does not include:\n(d)        a cheque, letter of credit, order for the payment of money or bill of exchange; or\n(e)        for the purposes of the application of this definition to a provision of this SFA in respect of which any regulations made under that provision provide that the word “debenture” does not include a prescribed document or a document included in a prescribed class of documents, that document or a document included in that class of documents, as the case may be.\n\n\n[3]         Section 4 of the Companies Act defines “corporation” to mean means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes any foreign company but does not include (a) any body corporate that is incorporated in Singapore and is by notification of the minister in the Gazette declared to be a public authority or an instrumentality or agency of the government or to be a body corporate which is not incorporated for commercial purposes, (b) any corporation sole, (c) any cooperative society, (d) any registered trade union, or (e) any limited liability partnership"
+    }
+  }
+]

final-documents/final_document-trace_id-fd1748284.json

@@ -0,0 +1,29 @@
+[
+  {
+    "trace_id": "fd1748284",
+    "metadata": {
+      "content_type": "final-document",
+      "area_of_law": "corporate",
+      "document_type": [
+        "term_sheet",
+        "SAFE"
+      ],
+      "industry": [
+        "finance"
+      ],
+      "jurisdiction": [
+        "SG"
+      ],
+      "pii_redacted": true,
+      "proprietary_status": [
+        "IP_acquisition"
+      ],
+      "provenance_tier": "t2",
+      "tokens_estimate": 1550,
+      "language": "en-US"
+    },
+    "data": {
+      "text": "TERM SHEET\n This Term Sheet (“Term Sheet”) summarizes the principal terms and conditions of the investment (“Investment”) in the Company by <NAME OF INVESTOR>, <REGISTERED ADDRESS OF INVESTOR> holding passport no. <INSERT PASSPORT NUMBER> (“Investor”), and is executed on this <DATE> <YEAR> (“Effective Date”) by and between <NAME OF FOUNDER>, <REGISTERED ADDRESS OF FOUNDER> holding passport no. <INSERT PASSPORT NUMBER> (“Founder”) and the Investor (collectively – “Parties” and each individually – “Party”).\n * Company: The Investment will be made in the private limited company to be incorporated under the laws of Singapore by the Founder within 30 calendar days from the Effective Date of this Term Sheet that will have <NUMBER OF SHARES> shares (“Company”). The Founders shall act as promoters and will ensure that all relevant IP and assets necessary for the Project are transferred to the Company without additional consideration upon its incorporation.\n 1. Investment Summary:  The Investment is intended to finance the development of <PROJECT NAME OF GENERAL DESCRIPTION> (“Project”). \n The Project is <PROJECT DESCRIPTION>.\n 2.  Investment Amount: The Investor will invest <AMOUNT AND CURRENCY> in the Company (further the “Investment”). \n 1. Investment Instrument: The Investment will be made using a Simple Agreement for Future Equity (“SAFE”) that will be signed between the Company and the Investor. \n The Investor shall be granted a Token Warrant simultaneously with the SAFE, giving the right to purchase tokens issued by the Company or its affiliated project entity, <in an amount corresponding to their equity position at the time of the Token Generation Event>, subject to a <X>% discount.\n \n Alternatively:\n The vesting conditions, milestone-based unlocks, lock-up periods, and exercise mechanics shall be further defined in the Token Warrant agreement to be negotiated between the Parties. The Parties acknowledge that token issuance will remain subject to applicable regulatory, legal, and technical readiness considerations.\n 3. Valuation: The Post-Money Valuation of the Company will be USD 10,000,000 (ten million US dollars) (the “PMV Cap”).  \n \n 4. Conversion: The SAFE will convert to the <TYPE OF SHARES> shares of the Company automatically upon <a bona fide transaction/series of transactions with the principal purpose of raising capital>, pursuant to which the Company issues and sells shares of its share capital at post-money valuation cap which is not less than USD 10,000,000 (ten million US dollars) (the “Next Equity Financing”).\n Alternatively:\n The conversion of the SAFE into shares of the Company, including the type of shares, conversion triggers, and applicable terms, shall be governed exclusively by the terms and conditions set forth in the SAFE agreement to be entered into between the Company and the Investor. \n \n    5. Conversion Price: The price per share of the Shares will be <equal to the price per share of shares sold in the Next Equity Financing, but in no event more than a price> (the “Conversion Price Cap”) equal to the PMV Cap divided by the total number of shares of the Company outstanding immediately prior to the Next Equity Financing, after giving effect to the exercise or conversion of all securities exercisable for or convertible into <TYPE OF SHARES> shares, including all SAFEs (the “Total Capitalization”).\n Alternatively:\n The conversion price and related mechanics for the issuance of equity upon conversion of the SAFE shall be defined in the SAFE agreement to be executed between the Investor and the Company. The Parties agree that such conversion price will reflect the terms of the Next Equity Financing or any other applicable trigger event, as further detailed in the SAFE.\n    6. Transfers of Shares: Restrictions on transfers of shares issued upon conversion shall be negotiated and finalized in the SAFE agreement, subject to mutual agreement of the Company and Investor.\n    7. Shareholder’s Agreement: After becoming shareholders of the Company, the Parties shall enter into a corresponding Shareholder’s Agreement, which provisions shall not contradict this Term Sheet, except as otherwise agreed by the Parties in writing. Any third parties may become shareholders of the Company only if they execute a deed of adherence to the Shareholder’s Agreement.\n    8. IP Rights: All intellectual property rights key to the operation of the Company and the Project will be transferred to the Company at no expense on its part.\n    9. Confidentiality: Within a period of 2 years from the date on which this Term Sheet is accepted, the Founders, the Company and the Investor shall keep the existence and terms and conditions of this Term Sheet confidential and will not disclose its existence or contents without the consent of the other Parties, except as required to its shareholders, professional advisers, representatives, or employees. Any disclosure to a Party’s representatives, employees, agents, or advisers shall be strictly on a need-to-know basis.\n    10. Termination: This Term Sheet shall be terminated upon its replacement by the SAFE signed by the Parties (if such SAFE does not contradict this Term Sheet) or mutually cancelled by the Parties in writing or upon its expiration as described in point 13 below. \n    11. Expiration: This Term Sheet shall expire 30 days from the Term Sheet effective date, unless extended in writing by the Parties. \n    12. Amendment: The Parties may amend the terms of this Term Sheet by mutual consent in writing.\n    13. Governing Law and Jurisdiction: This Term Sheet shall be governed by the laws of Singapore. Any disputes arising out of or in connection with the validity, interpretation, or implementation of this Term Sheet shall be subject to the exclusive jurisdiction of the courts of Singapore. \n    14. Invalidity: If any provision of this Term Sheet shall be held to be illegal, void, invalid, or unenforceable under the laws of any relevant jurisdiction, the legality, validity, and enforceability of the remainder of this Term Sheet in that jurisdiction shall not be affected, and the legality, validity, and enforceability of the whole of this Term Sheet in any other jurisdiction shall not be affected.\n    15. Non-Binding Nature: This Term Sheet is intended solely as a summary of the principal terms for discussion purposes and does not constitute a legally binding agreement with respect to the consummation of the Investment or any of the terms herein, except for the provisions concerning confidentiality (Clause 11), governing law and jurisdiction (Clause 15), and this Clause 17, which shall be binding on the Parties.\n No Party shall have any obligation to proceed with the Investment unless and until definitive binding agreements, including the SAFE and Token Warrant, are executed by all relevant parties and the Company is duly incorporated. The Parties acknowledge that until such execution and incorporation occur, no enforceable rights, obligations, or liabilities (other than those expressly stated in this Term Sheet) shall exist.\n \n \n IN WITNESS WHEREOF the Parties have executed this Term Sheet on the Effective Date intending to be legally bound by its provisions.\n \n \n On behalf of the Investor:\n ___________________________\n Name: <NAME>, <POSITION>\n \n \n On behalf of the Founders:\n ___________________________ /by himself/\n Name: <NAME>\n ___________________________/by himself/\n Name: <NAME>"
+    }
+  }
+]

instruction-outcomes/question-answers/client-question-expert-answer-pair-trace_id_cqa153562872.json

@@ -0,0 +1,29 @@
+[
+  {
+    "trace_id": "cqa153562872",
+    "data": {
+      "question": "hi <person> , thanks for your time as well . it was insightful .will wait for the follow up . also if u could educate me on a cayman island llc company . hydra dao has formed a cayman island llc . what purpose does it serve ?",
+      "answer": "That's a good question, thank you.\n\nTypically, Caymans LLC is set up as an investment fund, within which the participants are divided into “limited” and “general” partners, where the role of the limited partners is only to provide capital without the right to vote on key decisions, while the general partners manage the fund. The structure of this company does not provide for \"shares\", but rather divides the total capital into \"stakes\" held by general and limited partners. This allows for greater flexibility in management (some decisions are made by managers (directors), some by general partners) and flexibility in entering/exiting the company, as these procedures are simpler from the point of view of corporate law compared to joint-stock companies.\n\nTherefore, in my opinion, within the <ENTITY> structure, this type of company can be used as a kind of investment fund, where contributors enter the company, investing capital in the company, and become members of such a company, which gives them the right to distribute its profits, without being burdened with bureaucratic procedures and without taking part in decision-making.\n\nCould you tell me if this makes sense? Or perhaps you would like to know about other nuances of this type of company?\n\nIf you would like to receive a study on the <ENTITY> structure, please let us know, and we will create a project on the platform for this task."
+    },
+    "metadata": {
+      "content_type": "client-question-expert-answer-pair",
+      "area_of_law": "corporate",
+      "industry": [
+        "finance",
+        "web3"
+      ],
+      "jurisdiction": [
+        "UK",
+        "CI"
+      ],
+      "pii_redacted": true,
+      "proprietary_status": [
+        "IP_acquisition",
+        "terms_consent"
+      ],
+      "provenance_tier": "t1",
+      "tokens_estimate": 312,
+      "language": "en-US"
+    }
+  }
+]