Disclaimer
THIS PAPER INCLUDES VERY IMPORTANT INFORMATION WITH REGARDS OF THE RISKS ASSOCIATED WITH PARTICIPATING IN THE TRIVIA VICE TOKEN SALE AND USING ITS PLATFORM
LEGAL CONSIDERATIONS, RISKS AND DISCLAIMERS
You must read this “Legal Considerations, Risks and Disclaimers” paper in full before: (i) making use of the White Paper and any and all information available on triviavice.com (the “Website”) by Trivia Vice LLC (or its subsidiaries and affiliates or distributes) (the “Company”; all the information in the White Paper and all information available on the Website hereinafter referred to as the “Available Information”); and (ii) participating in any of Trivia Vice tokens sale outlined in the Website (the “Token Sale”). The contents of this “Legal Considerations, Risks and Disclaimers” paper outlines the terms and conditions applicable to you in connection with (i) your use of any and all Available Information on the Website; and (ii) your participation in the Token Sale, in each case in addition to any other terms and conditions that we may publish from time to time relating to Token Sale at the Available Information and over the Website (such terms hereinafter referred to as the “Terms”). This “Legal Considerations, Risks and Disclaimers” paper may be updated from time to time and will be published on the Website. You shall be obliged to read in full the latest available version of this paper as well as of the Available Information and all other information available on the Website prior to participating in the Token Sale.
The information set forth in this “Legal Considerations, Risks and Disclaimers” paper may not be exhaustive and does not imply any elements of a contractual relationship. While we make every reasonable effort to ensure that all Available Information and the Website is accurate and up to date, such material in no way constitutes professional advice. Individuals or entities intending to participate in the Token Sale must seek independent professional advice prior to acting on any of the Available Information.
LEGAL CONSIDERTIONS
The Company has used reasonable endeavors to approach the Token Sale in a responsible and sensible manner. Given the legal uncertain of distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities in a number of jurisdictions, the Company has spent time and resources to consider its business approach and where it proposes to operate now and in the future. It is possible that the tokens described in the Available Information and the Website and which are the subject of the Token Sale, Trivia Vice’s token and the score tokens and the in-game NFTs (together, the “Tokens”) may comprise a security in your jurisdiction or the offer for sale by the Company of the Tokens in your jurisdiction may be a regulated or prohibited activity. The Company accepts no responsibility or liability to you in these or any other circumstances. You are strongly advised to take independent legal advice in respect of the legality in your jurisdiction of your participation in the Token Sale and purchase of Tokens.
The Tokens are functional utility tokens designed for use only on the Company’s business platform that is yet to be developed. The Tokens are not securities. It is likely that the Company will actively take steps to make the Tokens tradable on any regulated and/or reputable unregulated exchange. In the event that you purchase Tokens, your purchase cannot be refunded or exchanged. The Company does not recommend purchasing Tokens for speculative investment purposes. Tokens do not entitle you to any equity, voting or similar right or entitlement in the Company or in any of its affiliated entities. Tokens are sold as digital products, similar to downloadable software, digital music and the like. The Company does not recommend that you purchase Tokens unless you have prior experience with cryptographic tokens, Non-fungible token (NFT), blockchain-based software and distributed ledger technology and unless you have taken independent professional advice.
REGIONAL RESTRICTIONS
Citizens, nationals, residents (tax or otherwise), green card holders and/or Restricted Persons of any Restricted Jurisdiction (as defined below) are not permitted to participate and are expressly prohibited from participating in the Token Sale.
The term “Restricted Jurisdiction” means and includes: (i) the jurisdictions specified by the Financial Action Task Force, as Jurisdictions under Increased Monitoring or High Risk Jurisdictions, as they may change from time to time, and are published here https://www.fatf-gafi.org; (ii) the People’s Republic of China, Israel, United States and it territories; and (ii) any other jurisdiction which prohibits or requires any supervision oversight licensing regulatory compliance legal compliance and/or prior approval from any regulatory (or similar) authority or body or form any monetary or securities body or authority for:
the possession, dissemination or communication of the Available Information; and/or
the participation in the Token Sale and/or the purchase of Tokens and/or the offer for sale of the Tokens or any similar activity or product.
The term “Restricted Persons” refers to any individual, firm, company, partnership, trust, corporation, entity, government, state or agency of a state or any other incorporated or unincorporated body or association, association or partnership (whether or not having separate legal personality) that is established and/or lawfully existing under the laws of a Restricted Jurisdiction (including, in this case, non-accredited investors (as such term is defined in Rule 501 of Regulation D under the Securities Act of United States of America) who are residents of United States of America, and/or are subject to the federal laws of the United States of America or to the laws of any of its States).
The Tokens are not intended to constitute, and shall not constitute, equities or securities (of any nature whatsoever) in any jurisdiction. The Available Information does not constitute a prospectus or offer document of any sort and the Available Information is not intended to constitute an offer of securities or a solicitation for investment in securities (in any form, way or instrument) in any jurisdiction. The Company does not provide any opinion nor advice to purchase, sell, hold, or otherwise transact with Tokens and the presentation, publication or communication of all or any part of the Available Information shall not form the basis of, or be relied upon in connection with, any contract or investment decision.
NO ADVICE
No part of the Available Information should be considered to be business, technology, legal, financial or tax advice regarding the Company, the Tokens, the Token Sale or any of the matters to which all or any part of the Available Information relates. You should consult your own legal, financial, tax or other professional advisor regarding the Available Information. You should be aware that you may be required to bear the financial risk of any purchase of Tokens for an indefinite period of time.
LIMITATION OF LIABILITY
In no event shall the Company or any current or former employees, officers, directors, partners, trustees, representative, agents, advisors, contractors, or volunteers of the Company (hereinafter the “Company Representatives”) be responsible or accountable or liable in any way whatsoever to any purchaser of Tokens for any loss of profits or otherwise or for any lost savings or for any incidental direct indirect special or consequential damages in each case arising out of or from or in connection with:
any failure by the Company or any of its affiliated companies to deliver or realize all or any part of the project or the platform or the membership network or the Token features described in or envisaged by the Available Information;
your use or inability to use at any time the services or the products or the platform or the membership network or Tokens offered by the Company;
the breach of any of the Terms by the Company or by the Company Representatives or by you or by any third party;
any security risk or security breach or security threat or security attack or any theft or loss of data including but not limited to hacker attacks, losses of password, losses of private keys, or anything similar;
mistakes or errors in code, text, or images involved in the Token Sale or in any of the Available Information; or
any information contained in or omitted from the Available Information;
any expectation promises representation or warranty arising (or purportedly arising) from the Available Information;
the volatility in pricing of Tokens in any countries and/or on any exchange or market (regulated, unregulated, primary, secondary or otherwise);
the purchase use sale resale redemption or otherwise of the Tokens; or
your failure to properly secure any private key to a wallet containing Tokens,
(collectively, the “Excluded Liability Matters”).
The Available Information, the Website and the Tokens are provided on an “as is” basis and without any representations or warranties of any kind, either express or implied. You assume all responsibility and risk with respect to your use of the Available Information and purchasing of any number of Tokens and their use. If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the maximum extent permitted by applicable law.
To the maximum extent permitted by applicable law, you hereby irrevocably and unconditionally waive: (i) all and any claims (whether actual or contingent and whether as an employee, office holder, trustee, agent, principal or in any other capacity whatsoever or howsoever arising) including, without limitation, claims for or relating to the Excluded Liability Matters, any payment or repayment of monies, indemnity or otherwise that you may have against the Company or against any of the Company Representatives; and (ii) release and discharge the Company and all of the Company Representatives from any and all liability (of whatsoever nature or howsoever arising) it or they may have to you. If for any reason you hereafter bring or commence any action or legal proceeding in respect of any claim purported to be released and discharged pursuant to this paragraph or these Terms, or otherwise attempt to pursue any such claim against the Company or any Company Representative then you hereby irrevocably and unconditionally undertake to indemnify, and keep indemnified the Company and all Company Representatives fully on demand from and against:
all liabilities or losses suffered by the Company or any Company Representative; and
all reasonable costs, charges and reasonable expenses (including without limitation reasonable legal costs and expenses) reasonably and properly incurred by the Company or any Company Representative;
in each case by reason of or in connection with the bringing or commencement of such action or pursuit of such claim by you.
If any provision or part-provision of this “Legal Considerations, Risks and Disclaimer” paper is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this “Legal Considerations, Risks and Disclaimer” paper shall not affect the validity and enforceability of the rest of this “Legal Considerations, Risks and Disclaimer” paper.
NO REPRESENTATION & WARRANTIES
Notwithstanding any other provision of these Terms or any statement made expressly or impliedly in the Available Information, the Company does not make or purport to make, and hereby disclaims, any representation warranty undertaking or covenant in any form whatsoever to any entity or person, including any representation warranty undertaking or covenant in relation to the truth, accuracy and completeness of any of the information set out in the Available Information.
REPRESENTATION & WARRANTIES BY YOU
By howsoever accessing and/or accepting possession or communication of all or any part of the Available Information, you represent and warrant (and shall be deemed to represent and warrant) to the Company on the date of such access or on the latest date on which you retain possession of all or any part of the Available Information as follows:
you are over 18 (eighteen) years of age;
you agree and acknowledge that the Tokens do not constitute shares or equities or securities or financial instruments or investments in any form in any jurisdiction;
you agree and acknowledge that the Available Information does not constitute a prospectus or offering document of any sort and is not intended to constitute an offer of any kind of securities in any jurisdiction or a solicitation for investment in any kind of securities, and you are not bound to enter into any contract or binding legal commitment, and no cryptocurrency or other form of payment is to be accepted on the basis of the Available Information;
you agree and acknowledge that no regulatory authority has examined or approved of the Available Information, no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction and the publication, distribution or dissemination of all or any part of the Available Information to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;
you agree and acknowledge that the Available Information, the undertaking and/or the completion of the Token Sale, or future trading of the Tokens on any exchange or market (regulated, unregulated, primary, secondary or otherwise), shall not be construed, interpreted or deemed by you as an indication of the merits of the Company, the Tokens, the Token Sale or the Available Information;
the distribution or dissemination of the Available Information any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Company;
you agree and acknowledge that in the case where you wish to purchase any Tokens, the Tokens are not to be construed, interpreted, classified or treated as:
any kind of currency or commodity;
debentures, stocks or shares issued by any person or entity (whether the Company or otherwise);
rights, options or derivatives in respect of such debentures, stocks or shares;
rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
units in a collective investment scheme;
units in a business trust;
derivatives of units in a business trust;
any other security or class of securities; or
any type of investment.
you are fully aware of and understand that you are not eligible to purchase any Tokens or access the Available Information if you are a citizen, national, resident (tax or otherwise) and/or green card holder of a Restricted Jurisdiction or if you are a Restricted Person;
you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;
you are fully aware and understand that in the case where you wish to purchase any Tokens, there are risks associated with: (A) the Company and its business and operations; (B) the Tokens; (C) the Token Sale; and (D) relying or acting on all or any part of the Available Information;
you agree and acknowledge that the Company is not liable for any direct 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 or loss of use or data or loss of reputation or loss of any economic or other opportunity of whatsoever nature or howsoever arising) arising out of or in connection with any acceptance of or reliance on the Available Information or any part thereof by you; and
all of the above representations and warranties are true, complete, accurate and not misleading from the time of your last access to and/or possession of (as the case may be) the Available Information.
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
All statements contained in the Available Information, statements made in any press releases or in any place accessible by the public and oral statements that may be made by the Company or the Company Representatives (as the case may be), 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. However, these terms are not the exclusive means of identifying forward-looking statements. All statements regarding the Company’s financial position, business strategies, plans and prospects and the future prospects of the industry which the Company is in are forward-looking statements. These forward-looking statements, including but not limited to statements as to the Company’s revenue profitability and growth, expected revenue profitability and growth, prospects, future plans, other expected industry trends and other matters discussed in the Available Information regarding the Company are matters that are not historic facts, but only estimations and predictions. The Company makes no representation or warranty on having made any predictions or estimates or expectations on the basis of any formula, any mathematical or scientific modelling or forecast, or having made any due and proper enquiries or having undertaken any independent research or studies or otherwise. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of the Company to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. These factors include, amongst others:
changes in legal political social economic or cryptocurrency market conditions and the regulatory environment in the countries in which the Company conducts its Token Sale its business and/or its operations;
the risk that the Company may be unable or execute or implement its business strategies and future plans;
changes in interest rates and exchange rates of fiat currencies and cryptocurrencies;
changes in the anticipated growth strategies and expected internal growth of the Company;
changes in the availability and fees payable to the Company in connection with its business and operations;
changes in the availability and salaries of employees who are required by the Company to operate its business and operations;
changes in preferences of customers of the Company;
changes in competitive conditions under which the Company operates, and the ability of the Company to compete under such conditions;
changes in the future capital needs of the Company and the availability of financing and capital to fund such needs;
war or acts of international or domestic terrorism;
occurrences of catastrophic events, natural disasters and acts of God that affect the businesses and/or operations of the Company;
other factors beyond the control of the Company; and
any risk and uncertainties associated with the Company and its business and operations, the Tokens, the Token Sale and reliance on all or any part of the Available Information.
All forward-looking statements made by or attributable to the Company or Company Representatives are expressly qualified in their entirety by such factors. Given that risks and uncertainties that may cause the actual future results, performance or achievements of the Company to be materially different from that expected, expressed or implied by the forward-looking statements in the Available Information, undue reliance must not be placed on these statements.
These forward-looking statements are applicable only as of the later of the date of publication of the Available Information and the latest date that the Website has been updated. Neither the Company nor the Company Representatives nor any other person represents, warrants and/or undertakes that the actual future results, performance or achievements of the Company will be as discussed in those forward-looking statements. The actual results, performance or achievements of the Company may differ materially from those anticipated in these forward-looking statements.
Nothing contained in the Available Information is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of the Company. Further, the Company disclaims any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future.
RISK FACTORS
You should carefully consider and evaluate each of the following risk factors and all other information contained in the Terms before deciding to participate in the Token Sale or using the Monkeyball platform. To the best of the Company’s knowledge and belief, all risk factors which are material to you in making an informed judgment to participate in the Token Sale have been set out below. If any of the following considerations, uncertainties or material risks develops into actual events, the business, financial position and/or results of operations of the Company and the maintenance and level of usage of the Tokens could be materially and adversely affected. In such cases, the trading price of Tokens (in the case where they are listed on an exchange or market (regulated, unregulated, primary, secondary or otherwise)) could decline due to any of these considerations, uncertainties or material risks, and you may lose all or part of your Tokens or the economic value thereof.
There has been no public market for the Tokens, and there is no assurance that the Tokens will ever list for trading on a cryptocurrency exchange or market. Furthermore, even if the Tokens will ever list for trading on a cryptocurrency exchange or market, there is no assurance that an active or liquid trading market for the Tokens will develop, or if developed, will be sustained after the Tokens have been made available for trading on such market. There is also no assurance that the market price of the Tokens will not decline below the original or issue purchase price (the “Purchase Price”). The Purchase Price may not be indicative of the market price of the Tokens after they have been made available for trading on a market.
A Token is not a currency issued by any central bank or national, supra-national or quasi-national organization, nor is it backed by any hard assets or other credit nor is it a commodity in the traditional sense of that word. The Company is not responsible for, nor does it pursue, the circulation and trading of Tokens on any market. No one is obliged to purchase any Token from any holder of the Token, including the purchasers, nor does anyone guarantee the liquidity or market price of Tokens to any extent at any time. Furthermore, Tokens may not be resold to purchasers who are citizens, nationals, residents (tax or otherwise) and/or green card holders of Restricted Jurisdictions or to Restricted Persons or to purchasers in any other jurisdiction where the purchase of Tokens may be in violation of applicable laws. Accordingly, the Company cannot ensure that there will be any demand or market for Tokens, or that the Purchase Price is indicative of the market price of Tokens after they have been made available for trading on any cryptocurrency exchange or market.
Any future sale or issuance of the Tokens would increase the supply of Tokens in the market and this may result in a downward price pressure on the Token. The sale or distribution of a significant number of Tokens outside of the Token Sale (including but not limited to the sales of Tokens undertaken after the completion of the initial crowd sale, issuance of Tokens to persons other than purchasers for purposes of community initiatives, business development, academic research, education and market expansion and issuance of Tokens as a reward to users of the Company’s business platform that is yet to be developed or otherwise), or the perception that such further sales or issuance may occur, could adversely affect the trading price of the Tokens.
Negative publicity involving the Company, the Company’s platform that is yet to be developed, the Tokens or any of the key personnel of the Company and/or regulation of distributed ledger technologies, cryptocurrencies and/or sales of tokens in any jurisdiction, may materially and adversely affect the market perception or market price of the Tokens, whether or not it is justified.
There is no assurance that there will be sufficient engagement in the Company’s business platform that is yet to be developed such that you will be able to achieve your anticipated goals in connection with the Tokens andor the Company’s platform.
The Company will make efforts to ensure that the funds received from the Token Sale will be securely held in a manner that will mitigate the loss of them due to fraud. Further, the Company may make effort to ensure that the funds received by it from Token Sale will be securely held through the implementation of security measures. Notwithstanding such security measures, there is no assurance that there will be no theft of the cryptocurrencies as a result of hacks, sophisticated cyber-attacks, distributed denials of service or errors, vulnerabilities or defects on the Token Sale website, in the smart contract(s) on which the Token Sale relies, or otherwise. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. In such event, even if the Token Sale is completed, the Company may not be able to receive the cryptocurrencies raised and the Company may not be able to use such funds for the development of the Company’s platform. In such case, the launch of the Company’s platform might be temporarily or permanently curtailed. As such, distributed Tokens may hold little worth or value and this would impact their trading price.
The Company is not able to anticipate when there would be occurrences of hacks, cyber-attacks, distributed denials of service or errors, vulnerabilities or defects in: the Company’s business platform that is yet to be developed, in the smart contracts on which the Company or the Company’s platform relies. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. The Company may not be able to detect such hacks, cyber-attacks, distributed denials of service errors vulnerabilities or defects in a timely manner, and may not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession.
Distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities are generally unregulated worldwide, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities. The Company or the Tokens may be affected by newly implemented regulations relating to distributed ledger technologies, businesses and activities as well as cryptocurrencies and cryptocurrency-related businesses and activities, including having to take measures to comply with such regulations, or having to deal with queries, notices, requests or enforcement actions by regulatory authorities, which may come at a substantial cost and may also require substantial modifications to the Company’s business platform that is yet to be developed and/or the anticipated Token functionality. This may impact the appeal or practicality or functionality of the Company’s platform that is yet to be developed and/or the anticipated Token functionality for users and result in decreased usage of and demand for the Company’s business platform and the Tokens. Further, should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, maintaining the Company’s platform that is yet to be developed and/or developing, structuring, licensing and/or launching the Token functionality may no longer be commercially viable, and the Company may opt to discontinue the Company’s business platform that is yet to be developed and/or the anticipated Token functionality, and/or the Tokens. Further, it is difficult to predict how or whether governments or regulatory authorities may implement any changes to laws and regulations affecting distributed ledger technology and its applications, including the Company’s business platform that is yet to be developed and/or the anticipated Token functionality, and/or the Tokens.
The Company may also have to cease operations in a jurisdiction that makes it illegal to operate in such jurisdiction, or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. In scenarios such as the foregoing, the utility, liquidity, and/or trading price of Tokens will be adversely affected and/or Tokens may cease to be traded.
Cryptographic tokens such as the Tokens are a relatively new and dynamic technology. In addition to the risks included in the above discussion of risk factors, there are other risks associated with your purchase, holding, and use of the Tokens, including those that the Company cannot anticipate. Such risks may further appear as unanticipated variations or combinations of the risks discussed above.
DISCLAIMER
The Available Information is solely for informational purposes. Anyone interested in purchasing Tokens and participating in the Token Sale should consider the various risks prior to making any kind of decision in respect of the Token Sale. The Available Information does not comprise any advice by the Company or by the Company Representatives, or any recommendation to any recipient of the Available Information, by the virtue of any participation in the Token Sale or otherwise. The Available Information does not necessarily identify, or claim to identify, all the risk factors connected with the Company, the Company’s business platform that is yet to be developed, the Tokens, the Token Sale, any future Token functionality or the Available Information. All the participants must make their own independent evaluation, after making such investigations as they consider essential, of the merits of participating in the Token Sale and after taking their own independent professional advice. Any participant in the Token Sale should check with and rely upon their own investment, accounting, legal and tax representatives and consultants in respect of such matters concerning the Company, the Company’s business platform that is yet to be developed, the Tokens, the Token Sale, any future Token functionality and the Available Information and to assess separately the financial risks, consequences and appropriateness of the purchase of Tokens, or if in any doubt about the facts set out in the Available Information. A purchase of Tokens comprises considerable risk and might involve extraordinary risks that may lead to a loss of all or a significant portion of monies or monetary value utilized to acquire Tokens. If you are not prepared to accept any or all of these Terms or the risks set out in these terms then you are urged not to participate in the Token Sale. No guarantee or assurance is given by the Company or by the Company Representatives that the Company’s proposals, objectives and/or outcomes set out in the Available Information will be achieved in whole or in part. You are urged to consider whether participation in the Token Sale is suitable for you having regard to your personal and financial circumstances and your financial resources.
NO OFFER OF SECURITIES OR REGISTRATION
The Available Information and the White Paper do not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction. No person is bound to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of all or any part of the Available Information. Any agreement in relation to any sale and purchase of Tokens is to be governed by the terms and conditions of such agreement and no other document. In the event of any inconsistencies between the terms and conditions of that agreement and the Available Information, those terms and conditions shall prevail.
You are not eligible to purchase any Tokens in the Token Sale if you are a citizen, resident (tax or otherwise) or green card holder of a Restricted Jurisdiction or you are a Restricted Person. No regulatory authority has examined or approved of any of the Available Information. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of the Available Information does not imply that the applicable laws, regulatory requirements or rules have been complied with.
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