Convert Policy

SHFL CONVERT TERMS

You should read these SHFL Convert Terms carefully. You acknowledge, agree and understand that any SHFL Tokens purchased using SHFL Convert are subject to the terms and conditions set out in these Terms. By using SHFL Convert, you agree to be bound by the SHFL Convert Terms in all respects.

Important notice regarding arbitration: by agreeing to the SHFL Covert Terms you are agreeing to resolve any dispute between you and EDGE through binding, individual arbitration rather than in Court. Please review carefully clause 31 of these Terms (Governing Law and Dispute Resolution) for details regarding arbitration.

Introduction 

SHFL Convert is provided by Eight Dynastic Golden Elephants Limited, a company incorporated in the British Virgin Islands, whose registered office is located at Trinity Chambers, Road Town, Tortola, British Virgin Islands VG 1110 (“EDGE”).  

EDGE is not authorised or regulated by any regulatory authority. If you are in any doubt as to the impact of EDGE’s unregulated status on you, then you should seek appropriate professional advice. The prices of cryptoassets are volatile and can fluctuate dramatically in a short space of time. You should be prepared to lose the full value of your investment when purchasing SHFL Tokens. You fully acknowledge the risks associated with purchasing SHFL Tokens, that you bear sole responsibility for such risks and are satisfied that you possess the required knowledge and experience to manage these risks.

Offer and Sale 

You agree to purchase from EDGE the number of SHFL Tokens indicated (“Purchased SHFL”) for a total purchase price equal to the ‘Converting’ currencies indicated plus the conversion fee indicated (the “Purchase Price”).  Each and every purchase of SHFL Tokens using SHFL Convert is considered a separate and individual transaction for the purchase of SHFL Tokens between you as purchaser and EDGE as seller.  You are required to have an account on Shuffle.com which has completed Verify Level 1 verification to use SHFL Convert. SHFL Convert is not available to any other persons or via any other means.  By using SHFL Convert, you agree to a 1x wager requirement on your converted SHFL.

You agree that in order to use SHFL Convert, you are required to authorise Shuffle.com to disclose to EDGE information relating to your Shuffle.com account. This includes without limitation: your Shuffle.com account details such as your username, Vault balance, Wallet balance, deposit history, withdrawal history and wallet addresses; personal information such as your name, email address, home address, telephone number and date of birth; and any information submitted during the verification process such as photos or videos of yourself, your photo ID, browser location and geolocation of the IP address you connect from. You acknowledge and agree that such disclosure and transfer of information is required for EDGE to comply with applicable laws and regulations, including without limitation anti-money laundering, anti-terrorist financing and “know your customer” laws, regulations and guidelines. 

You acknowledge and agree that in the event EDGE determines that you do not meet its requirements for purchasers (as determined by EDGE in its sole discretion), EDGE may refuse to proceed with your purchase notwithstanding your compliance with these  Terms.      

You agree to pay the Purchase Price using the ‘Converting’ currencies indicated from your Shuffle.com Wallet and are required to authorise Shuffle.com to take all steps necessary to complete the sale transaction. EDGE agrees to accept payment of the Purchase Price in this manner and shall thereafter make available to you the Purchased SHFL by delivering Purchased SHFL into your Shuffle.com Wallet. You authorise EDGE to deliver the Purchased SHFL to you in this manner. Payment of the Purchase Price by you as set out above is a condition to delivery of the Purchased Tokens by EDGE. 

In order to give effect to the authorisations required under clauses 6 and 8, you agree that EDGE may send to Shuffle.com a duly completed authorisation letter on your behalf in the form set out at Schedule 2. Furthermore, you authorise EDGE to share information related to your use of SHFL Convert with Shuffle.com and any affiliated companies as is necessary to complete the sale transaction and/or to comply with applicable laws and regulations.    

Purchasers’ Representations

You have full power and authority to enter into this purchase transaction and to agree to be bound by these Terms. These Terms constitute valid and legally binding obligations between you as purchaser and EDGE as seller, enforceable in accordance with their terms and conditions, except as limited by applicable bankruptcy, insolvency, reorganisation, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

You have satisfied yourself as to the full observance by you of the laws of your jurisdiction in connection with your purchase of the Tokens, including (a) the legal requirements within your jurisdiction for the purchase of the Tokens, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, exchange, redemption, sale, or transfer of the Tokens. Your purchase and payment for and continued beneficial ownership of the Tokens will not violate any applicable laws of your jurisdiction.

You agree, represent and warrant to EDGE as follows:

You are not a U.S. Person as defined in Rule 902(k) of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The offer and sale of the Tokens to you was made in an offshore transaction (as defined in Rule 902(h) of Regulation S), no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, you are not acquiring the Tokens for the account or benefit of any U.S. Person, and your purchase of the Tokens is not part of a plan or scheme to evade the requirements of the Securities Act:

You will not, during the restricted period that is applicable to the Tokens set forth in the legend set forth below (the “Restricted Period”) and to any certificate representing the Tokens, offer or sell any of the foregoing (or create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person or other than in accordance with Regulation S, or engage in hedging transactions with regard to the Tokens prior to the expiration of the Restricted Period; and

You will, after the expiration of the applicable Restricted Period, offer, sell, pledge or otherwise Transfer the Tokens (or create or maintain any derivative position equivalent thereto) only pursuant to registration under the Securities Act or any available exemption therefrom and, in any case, in accordance with applicable state securities laws. 

You acknowledge and agree that the Tokens will be deemed to bear the legends set forth below (in addition to any other legends required by applicable federal, state or foreign securities laws):

THE TOKENS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND NEITHER THE SELLER NOR THE FOUNDATION INTENDS TO REGISTER THEM. PRIOR TO THE ONE-YEAR ANNIVERSARY OF THE PURCHASE DATE, THE TOKENS MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH TOKENS) IN THE UNITED STATES OR TO U.S. PERSONS AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT, OTHER THAN TO DISTRIBUTORS, UNLESS THE TOKENS ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PRIOR TO THE ONE-YEAR ANNIVERSARY OF THE PURCHASE DATE, YOU MAY RESELL SUCH TOKENS ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION § OF THE ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED YOU DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE TOKENS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. A HOLDER OF THE TOKENS WHO IS A DISTRIBUTOR, DEALER, SUB-UNDERWRITER OR OTHER SECURITIES PROFESSIONAL, IN ADDITION, CANNOT, PRIOR TO THE ONE YEAR ANNIVERSARY OF THE PURCHASE DATE, RESELL THE TOKENS TO A U.S. PERSON AS DEFINED BY RULE 902(k) OF REGULATION S UNLESS THE TOKENS ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

Neither you, nor, if applicable, any of your affiliates or direct or indirect beneficial owners: (i) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), is otherwise a party with which EDGE is prohibited to deal under the laws of the United States; (ii) is a person identified as a terrorist organisation on any other relevant lists maintained by any Governmental Authority; (iii) unless otherwise disclosed in writing to the EDGE prior to the Purchase Date, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure; or (iv) is inside any Restricted Jurisdictions at the time of executing this purchase, was inside of any Restricted Jurisdictions at the time of any offers to sell or any offers to buy the Tokens, or will be inside of the Restricted Jurisdictions at any time that you perform your obligations under these Terms. You further represent and warrant that, if applicable, you: (a) have conducted thorough due diligence with respect to all of your beneficial owners; (b) have established the identities of all direct and indirect beneficial owners and the source of each beneficial owner’s funds; and (c) will retain evidence of those identities, any source of funds and any due diligence.

You further represent, warrant and agree as follows:

No payment or other transfer of value to EDGE shall cause EDGE to be in violation of applicable U.S. federal or state or non-U.S. laws or regulations, including, without limitation, anti-money laundering, economic sanctions, anti-bribery or anti-boycott laws or regulations, the Patriot Act, or the various statutes, regulations and executive orders administered by OFAC (the “OFAC Regulations”)

No payment or other transfer of value to EDGE is or will be derived from, pledged for the benefit of, or related in any way to, (i) the government of any country designated by the U.S. Secretary of State or other Governmental Authority as a country supporting international terrorism, (ii) property that is blocked under any OFAC Regulations or that would be blocked under OFAC Regulations if it were in the custody of a U.S. national, (iii) persons to whom U.S. nationals cannot lawfully export services, or with whom U.S. nationals cannot lawfully engage in transactions under OFAC Regulations, (iv) the government of any country that has been designated as a non-cooperative country or designated by the U.S. Secretary of the Treasury or other Governmental Authority as a money laundering jurisdiction, or (v) directly or indirectly, any illegal activities. You acknowledge that Anti-Money Laundering Laws may require the Seller to collect documentation verifying the identity and the source of funds used to acquire the Tokens before, and from time to time after, the date of your purchase.

All payments or other transfer of value from you to EDGE will be made through an account (or virtual currency public address whose associated balance, either directly or indirectly, has been funded by such an account) located in a jurisdiction that does not appear on the list of boycotted countries published by the U.S. Department of Treasury pursuant to § 999(a)(3) of the Internal Revenue Code of 1986 as in effect at the time of the payment or other transfer of value. In the event that you are, receive deposits from, make payments to or conduct transactions relating to a non-U.S. banking institution (a “Non-U.S. Bank”) in connection with the acquisition of Tokens, the Non-U.S. Bank: (i) has a fixed address, other than an electronic address or a post office box, in a country in which it is authorised to conduct banking activities, (ii) employs one or more individuals on a full-time basis, (iii) maintains operating records related to its banking activities, (iv) is subject to inspection by the banking authority that licensed it to conduct banking activities and (v) does not provide banking services to any other Non-U.S. Bank that does not have a physical presence in any country and that is not a registered affiliate.

You will provide to EDGE any information that EDGE from time to time determines to be necessary or appropriate (a) to comply with Anti-Money Laundering Laws, anti-terrorism laws, rules and regulations and or any other laws and regulations of any applicable jurisdiction and (b) to respond to requests for information concerning your identity or your source of funds from any Governmental Authority, self-regulatory organisation or financial institution in connection with its anti-money laundering compliance procedures, or to update that information. You understand and acknowledge that the Seller may be required to report any action or failure to comply with information requests and to disclose the identity to Governmental Authorities, self-regulatory organisations and financial institutions, in certain circumstances without notifying you that the information has been so provided. You further understand and agree that any failure on your part to comply with this clause would allow EDGE to require the forfeiture of any Tokens previously delivered to you.

You understand and agree that, even if EDGE is not obligated to comply with any anti-money laundering requirements, EDGE may nevertheless choose to voluntarily comply with such requirements as EDGE deems appropriate in its sole discretion. You agree to cooperate with EDGE as may be required in the reasonable opinion of EDGE in connection with such compliance.

You have obtained sufficient information in order to make an informed decision to purchase the Tokens and have had the opportunity to seek legal, accounting, taxation and other professional advice regarding this Agreement and the Tokens. All information submitted to EDGE in connection with the purchase of Tokens is true, complete, valid and not misleading.

The funds, including any fiat, virtual currency or cryptocurrency, to be used to purchase the Tokens pursuant to these Terms are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing and you will not use the Tokens to finance, engage in, or otherwise support any unlawful activities.

Neither you, nor any person having a direct or indirect beneficial interest in you or the Tokens being acquired by you, is the subject of Sanctions or is organised or resident in a country or territory that is a Restricted Jurisdiction or the subject of country-wide or territory-wide Sanctions.

Disclaimers 

THE RISK OF LOSS IN BUYING, HOLDING AND TRADING DIGITAL ASSETS, INCLUDING THE TOKENS, CAN BE IMMEDIATE AND SUBSTANTIAL. THERE IS NO GUARANTEE AGAINST LOSSES FROM PARTICIPATING IN THE PURCHASE OF THE TOKENS. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER TRADING OR HOLDING THE TOKENS IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION. You understand that your purchase of the Tokens involve risks which could render the Tokens worthless or of little or no utility or value, and you fully and completely assume those risks, including, but not limited to, the risks that (i) the software, products and services associated with the Tokens will not function as intended; (ii) the Tokens will fail to attract sufficient interest from users and key stakeholders; (iii) there is currently no liquid market for the Tokens and no such market may ever develop or exist, and (iv) EDGE, the Foundation and/or third parties involved in the development of the Tokens or the Ethereum blockchain may be subject to investigation and punitive actions from Governmental Authorities. You understand and expressly accept that the Purchased SHFL will be delivered to you at your sole risk on an “AS IS” and “UNDER DEVELOPMENT” basis. EDGE MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE TOKENS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY EDGE, THE FOUNDATION OR ANY OTHER PERSON ON THEIR BEHALF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ASSUME ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY EDGE OR THE FOUNDATION, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS.

EDGE SHALL NOT BE LIABLE TO YOU, AND YOU WILL INDEMNIFY, DEFEND AND HOLD HARMLESS EDGE AND ITS AGENTS AND ADVISORS, AND THE SUCCESSORS AND ASSIGNS OF THE FOREGOING, FROM AND AGAINST, ALL OR ANY PART OF ANY THIRD- PARTY CAUSES OF ACTION, CLAIMS, LIABILITIES, LOSSES, COSTS, DAMAGES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) (COLLECTIVELY, “CLAIMS”) FOR DAMAGES TO OR LOSS OF PROPERTY ARISING OUT OF OR RESULTING FROM THE TRANSACTIONS CONTEMPLATED HEREIN, EXCEPT TO THE EXTENT SUCH CLAIMS ARISE FROM THE BAD FAITH, FRAUD OR INTENTIONAL MISCONDUCT OF THE SELLER.

NEITHER EDGE NOR ANY OTHER PARTY INVOLVED IN THE OFFERING WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE ACTIVITIES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR PARTICIPATION IN, OR INABILITY TO PARTICIPATE IN, THE OFFERING, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EDGE OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE SELLER’S TOTAL LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM YOUR PARTICIPATION IN, OR INABILITY TO PARTICIPATE IN, THE OFFERING EXCEED THE TOTAL PURCHASE PRICE (AS DENOMINATED IN USD AT THE TIME OF THE OFFER TO PURCHASE TOKENS). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE TERMS BETWEEN EDGE AND YOU.

Any claim or dispute arising under these Terms will take place on an individual basis without resort to any form of class or representative action (the “Class Action Waiver”). THIS CLASS ACTION WAIVER PRECLUDES ANY PARTY FROM PARTICIPATING IN OR BEING REPRESENTED IN ANY CLASS OR REPRESENTATIVE ACTION REGARDING A CLAIM. Regardless of anything else in these Terms to the contrary, the validity and effect of the Class Action Waiver may be determined only by a court or referee and not by an arbitrator. You acknowledge that this Class Action Waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from these Terms.

YOU MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASING, HOLDING, EXCHANGING, SELLING, STAKING, TRANSFERRING OR OTHERWISE USING THE TOKENS IN ANY WAY. YOU HEREBY REPRESENT THAT (A) YOU HAVE CONSULTED WITH A TAX ADVISER THAT YOU DEEM ADVISABLE IN CONNECTION WITH ANY USE OF THE TOKENS, OR THAT YOU HAVE HAD THE OPPORTUNITY TO OBTAIN TAX ADVICE BUT HAVE CHOSEN NOT TO DO SO, (B) EDGE HAS NOT PROVIDED YOU WITH ANY TAX ADVICE, AND (C) YOU AGREE TO BE FULLY RESPONSIBLE FOR ANY TAXES RESULTING FROM ANY USE OF THE TOKENS.

Miscellaneous

Unless otherwise defined, capitalised words used in the SHFL Convert Terms will have the meanings given in Schedule 1. These Terms the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral of written, between the parties. 

You are not entitled as a holder of SHFL Tokens to vote or receive dividends or be deemed an equity holder of EDGE or the Foundation for any purpose, nor will anything contained herein be construed to confer on you, as such, any of the rights of an equity holder or any right to vote for the election of directors or upon any matter submitted to directors at any meeting thereof, or to give or withhold consent to any action or to receive notice of meetings, or to receive subscription rights or otherwise.

In the event any one or more of the provisions of these Terms is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of these Terms operate or would prospectively operate to invalidate these Terms, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of these Terms, and the remaining provisions of these Terms will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.

You shall, and shall cause your affiliates to, from time to time, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably requested by EDGE or are necessary for EDGE upon the advice of counsel, to carry out the provisions of these Terms and give effect to the transactions contemplated hereby, including, without limitation, to enable the EDGE to register the Tokens, to enable the Tokens to qualify for or maintain an exemption from registration (to the extent any such exemptions are available), to comply with Anti-Money Laundering Laws, or to otherwise complete the transactions contemplated hereby and to comply with applicable laws as then in effect.

Without limitation of anything else in these Terms, EDGE shall not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of this instrument, including without limitation, delivering the Purchased SHFL to your Shuffle.com Wallet, when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, or other civil unrest; (d) changes to applicable law; or (e) action by any Governmental Authority.

Governing Law and Dispute Resolution

These Terms and any action related thereto will be governed by the laws of the British Virgin Islands, without regard to its conflicts of law rules. Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or invalidity thereof, save for in respect of the Class Action Waiver, shall be settled by arbitration in accordance with the British Virgin Islands International Arbitration Centre (BVI IAC) Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be Road Town, Tortola, British Virgin Islands unless the parties agree otherwise. The language to be used in the arbitral proceedings shall be English.

SCHEDULE 1

DEFINITIONS

“Anti-Money Laundering Laws” means the applicable laws, rules and regulations that the Seller is subject to and of all jurisdictions in which you are located, resident, organised or operate concerning or related to anti-money laundering, including but not limited to those contained in the Bank Secrecy Act of 1970 and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), each as amended and including the rules and regulations thereunder, and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority.

“Claims” has the meaning given in clause 21 of these Terms.

“Class Action Waiver” has the meaning given in clause 23 of these Terms. 

“EDGE” has the meaning given in clause 1 of these Terms. 

“Foundation” means the Qi Flow Foundation, a Cayman foundation company.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organisation.

“Non-U.S. Bank” has the meaning given in clause 13.c of these Terms. 

“OFAC” has the meaning given in clause 11.d of these Terms. 

“OFAC Regulations” has the meaning given in clause 13.a of these Terms. 

“Person” means any individual or legal entity, including a government or political subdivision or an agency or instrumentality thereof.

“Purchase Date” means the date you purchase SHFL tokens using SHFL Convert which involves payment of the Purchase Price to EDGE and delivery of Purchased SHFL into your Shuffle.com Wallet.  

“Purchase Price” has the meaning given in clause 3 of these Terms.

“Purchased SHFL” has the meaning given in clause 3 of these Terms.

“Restricted Jurisdiction” means any Financial Action Task Force (“FATF:) high-risk jurisdiction of a FATF jurisdiction with strategic deficiencies; Cuba; Democratic People’s Republic of Korea; Iran; Pakistan; Syria; the Crimea region of Ukraine; or any jurisdiction for which the sale of SHFL tokens, or any offer or solicitation in respect of the SHFL tokens, would require registration or licensing not obtained by EDGE or otherwise would be unlawful (where the seller or any relevant entity does not comply with such restrictions or has not obtained such licence).

“Restricted Period” has the meaning given in clause 11.b of these Terms.  “Sanctions” means economic or financial sanctions or trade embargoes administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State; the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom; or any other relevant sanctions authority.

“Securities Act” has the meaning given in clause 11.a of these Terms. 

“Shuffle.com” means the online gambling and betting platform at www.shuffle.com, owned and operated by Natural Nine B.V., a Curaçao company.  

“SHFL Tokens” or “Tokens” means the ERC-20 tokens issued by EDGE, which are designed to function as digital utility tokens on Shuffle.com and other similar platforms.

“Transfer” means, with respect to any instrument, the direct or indirect assignment, sale, offer, contract to sell, lend, transfer, tender, pledge, hypothecation, or the grant, creation or suffrage of a lien or encumbrance in or upon, or the gift, placement in trust, or other disposition of such instrument or any right, title or interest therein, or the record or beneficial ownership thereof, the offer to make such a sale, transfer or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. SCHEDULE 2

AUTHORISATION LETTER

To: 

Natural Nine B.V. (d/b/a “Shuffle” and/or “Shuffle.com”)

Fransche Bloemweg 4

Curaçao

This authorisation letter is in respect of my account information and Wallet balance. 

Unless otherwise defined, all the terms used in this authorisation letter shall have the same meaning as in the SHFL Convert Terms. 

This letter authorises you to: 

1. disclose to EDGE information relating to my Shuffle.com account, including without limitation, my Shuffle.com account details such as your username, Vault balance, Wallet balance, deposit history, withdrawal history and wallet addresses; personal information such as my name, email address, home address, telephone number and date of birth; and any information submitted during the verification process such as photos or videos of myself, my photo ID, browser location and geolocation of the IP address I connect from; 

1. Deduct/debit from my Shuffle.com Wallet an amount equivalent to the Purchase Price and pay such sum to EDGE on my behalf in return for the Purchased SHFL I wish to acquire; and

1. Take any other action necessary in order to complete the purchase of SHFL Tokens contemplated under the SHFL Covert Terms. 

You may do any of these things without giving me notice.

DISCLAIMER WORDING FOR SHFL.FOUNDATION WEBSITE

SHFL tokens are functional utility tokens designed for use on Shuffle.com and other similar platforms. The SHFL Whitepaper is available here. 

Under no circumstances should SHFL tokens be considered an investment. If you purchase SHFL tokens for whatever reason, Eight Dynastic Golden Elephants Limited (“EDGE”) shall not be liable for any refunds or exchanges for your purchase. 

The prices of tokens can be highly volatile. You are recommended to consult legal, financial, tax and other professional advisers or experts for further guidance before you decide to purchase SHFL tokens.

SHFL tokens are not shares, bonds, units in a collective investment scheme, securities, or other instruments commonly known as securities of any type. SHFL tokens are merely a means by which you may be able to utilise certain services or features on Shuffle.com. SHFL tokens do not entitle you to any equity, governance, voting or similar right or interest in EDGE. Changes in circumstances might cause the project and SHFL tokens features described in the SHFL Whitepaper to change, or end altogether.

SHFL tokens are not being offered to American citizens, natural persons resident in the USA, legal persons organised or established under the laws of the USA or whose principal place of business is in the USA and are not available in the United States, sanctioned jurisdictions or in other jurisdictions as may be specified by EDGE from time to time. If you are located in, incorporated or otherwise established in, or a resident of, the United States, you are not permitted to transact in SHFL tokens. In addition, certain benefits and features associated with SHFL tokens may not be available in certain jurisdictions.

This website is provided for information only and does not constitute any investment advice, financial advice, trading advice or recommendation. This website does not constitute a prospectus or financial service offering document and is not an offer to sell or the solicitation of an offer to purchase any SHFL tokens, and is not an offering, advertisement, solicitation, confirmation, statement or any financial promotion that can be construed as an invitation or inducement to engage in any investment activity or similar. You should not rely on the content herein for advice of any kind, including legal, investment, financial, tax or other professional advice, and such content is not a substitute for advice from a qualified professional.