EXHIBIT A

RISK FACTORS

and

SOPHISTICATED PARTICIPANT ATTESTATION CONCERNING RISKS RELATING TO THE PURCHASE, SALE AND USE OF EVERY SAFTs AND EVERY TOKENS 

BY INVESTING IN A EVERY SAFT OR PURCHASING AND USING EVERY CO-OP (THE “COMPANY”), TOKENS YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH IN A EVERY SAFT OR PURCHASING AND USING TOKENS AND YOU ASSUME THOSE RISKS, INCLUDING BUT NOT LIMITED TO THE FOLLOWING RISKS:

You may lose your entire payment or your tokens. You must consider carefully the risks set out below. You should seek professional advice (legal, taxation, financial, technical or otherwise) regarding your situation before participating in SAFT investments or our token sales. Consistent with SEC rules and guidance, EVERY Tokens should not be purchased with any expectation of profits.

An evolving platform

 

We currently envision the EVERY platform as having certain attributes to enable all kinds of valuable transactions between and among shoppers, brands and developers. But our vision and the vision of the EVERY community will change and evolve. Shoppers, brands, developers and others will certainly find and exploit uses and purposes for the platform that are different from and perhaps exceed our own vision. In response to these and other factors, features of the platform, including its terms and conditions, fees, structure, purpose, consensus protocol, algorithm, source codes, infrastructure design and other technical specifications and parameters, may be updated and changed.

 

Further, EVERY may encounter difficulties, including financial, resourcing and technical difficulties. These difficulties are unpredictable, and may be unresolvable. Development of the platform could fail, terminate or be delayed at any time. Some features may never be realized. Such failures or other challenges or changes could reduce and may completely obliterate any existing utility that tokens were hoped to have.

Token Functionality at Launch

Upon launch of the platform, shoppers will be able to provide data, will be rewarded with tokens, and will be able to use tokens towards product purchases. Though the EVERY Coop intends to grow the features and functionality of the platform there is no confidence we can offer in our ability to increase the functionality in the future.

 

Incomplete information

You will not have full access to all the information relevant to EVERY or the platform. We will strive to be transparent, but we may ultimately fail to succeed in those efforts.

 

No operating history

EVERY was formed as a new entity in late 2018. It has no operating history or track record from which one can reliably predict our chances of success.

 

Tokens offer no governance rights

The EVERY Coop is generally governed on a one-vote per member basis, but EVERY insiders do intend to maintain a majority of the voting control. In general, subject to other written arrangements to the contrary, decisions regarding the EVERY platform will be made by EVERY insiders, including decisions to discontinue the Platform. These decisions could adversely affect the EVERY platform and the utility of the EVERY tokens.

Potential competitors

Others may develop similar platforms and may do so better than EVERY, which could have adverse effects on the prospects for the success and viability of the EVERY platform.

Regulatory actions

Governmental authorities or regulators in the U.S. or elsewhere may take action against the EVERY platform, tokens or operators, resulting in a partial or complete shutdown of the platform or of the usage of EVERY tokens.

Reliance on others

Development of the EVERY platform and the release of the EVERY tokens will require substantial assistance from third-parties with blockchain technology expertise. Their availability is limited and they charge high prices for their services. EVERY may experience difficulties in recruiting, paying and directing these resources successfully, costs for retaining them may exceed current expectations and they may not perform in a quality, timely or reliable manner, to the detriment of the EVERY platform.

 

EVERY token supply

EVERY intends to release tokens over an eight year period in a manner that allows the EVERY ecosystem to develop gradually. If the EVERY tokens are released too quickly, they could lose all or part of their value, to the detriment of those who have held or otherwise received EVERY tokens. The Company may, from time to time, and without prior notice or consultation, sell new tokens and EVERY may develop or otherwise raise funding for EVERY through any other means it deems necessary. You will not necessarily receive notice of the sale of new Tokens.

Token price volatility

EVERY intends to stay out of the general circulation of and trading in EVERY tokens, and EVERY does not presently intend to support or otherwise facilitate their secondary trading. As a result, EVERY tokens may not circulate freely or widely, and may not be listed on any secondary markets. Other factors potentially influencing the volatility of EVERY tokens include perceptions of EVERY, delays in the development of the EVERY platform, fluctuations in comparable projects and token sales, market dynamics, regulatory actions and changes, technical advancements, as well as broader economic and political factors.

 

Token ownership concentration

At any point in time, one or more persons may directly or indirectly control significant portions of the total supply of EVERY tokens. Acting individually or in concert, these holders may have significant influence over the price of EVERY tokens or the platform. They may make decisions that are not in your best interest as a holder of EVERY tokens.

Legal status of Token, Token Sale and Platform is pending

EVERY is seeking legal advice on a number of matters relating to EVERY tokens, token sales and the EVERY platform. The laws of various jurisdictions may apply to EVERY tokens, EVERY token sales and the EVERY platform. The application of these laws and regulations to tokens, token sales and the EVERY platform is, in many cases, largely untested, and is subject to change without notice. In particular, any current governmental or regulatory tolerance of cryptographic tokens or cryptocurrencies can change rapidly, and EVERY tokens may at any time be deemed to be a security, investment, asset or money by governmental authorities or regulators.

The Company may receive formal or informal queries, notices, requests or warnings by governmental authorities and regulators. Action may be taken by governmental authorities and regulators against EVERY or the EVERY platform. As a result of such risks, EVERY may be required to discontinue the EVERY platform and EVERY tokens.

 

Tax treatment and accounting

EVERY, token purchasers and other EVERY token and EVERY platform users may be subject to the tax laws and regulations of various applicable jurisdictions. The tax treatment and accounting of transactions in relation to EVERY tokens and the EVERY platform are uncertain and a largely untested area of law and practice that is subject to prospective and retroactive changes without notice. Tax treatment of cryptographic tokens and cryptocurrencies may vary amongst jurisdictions.

The Company may receive formal or informal queries, notices, requests, or summons from tax authorities and as a result the Company may be required to furnish certain information about EVERY token sales and EVERY platform usage. You must seek independent professional advice on the tax implications in relation to the Token Sale, use of the Platform and/or any other transactions for your particular situation.

Reliance on the internet

EVERY, the EVERY platform and EVERY tokens rely on the internet. However, the public nature of the internet means that either parts of the internet or the entire internet may be unreliable or unavailable at any given time. Further, interruption, delay, corruption or loss of data, or the loss of confidentiality in the transmission of data, may occur when transmitting data via the internet.

 

Reliance on Ethereum

Tokens, the Token Sale and the Platform rely on Ethereum. Ethereum is open source software that is built upon experimental technology, namely blockchain. Risks arising from this reliance include (but are not limited to):

  1. the existence of technical flaws in Ethereum;

  2. targeting of Ethereum by malicious persons;

  3. changes in Ethereum’s consensus protocol or algorithms;

  4. rapid fluctuations in the value of ETH;

  5. regulatory action against Ethereum developers, miners and/or users.

 

Loss of private key is permanent and irreversible

With most tokens, you alone are responsible for securing your private key. Losing control of your private key will permanently and irreversibly deny you access to your tokens. Neither EVERY nor any other person will be able to retrieve or protect your EVERY tokens. Once lost, you will not be able to transfer your EVERY tokens to any other address or wallet. You will not be able to realize any value or utility that the Token may hold now or in future.

Targeting of Tokens, the Token Sale, the Platform and the Company by malicious persons

Tokens, the Token Sale, the Platform (if and when developed) and the Company may be targeted by malicious persons who may attempt to steal Tokens or the Proceeds, or otherwise intervene in the Token Sale, the Platform or the Company.

This includes (but is not limited to) interventions by way of:

(a) distributed denial of service;

(b) Sybil Attacks;

(c) phishing;

(d) social engineering;

(e) hacking;

(f) smurfing;

(g) malware;

(h) Double Spending;

(i) majority-mining, consensus-based or other mining attacks;

(j) misinformation campaigns; and

(k) spoofing.

 

Jurisdiction related risks

Persons residing in or connected to certain jurisdictions are excluded from purchasing EVERY tokens. Changes in your place of domicile or the applicable law may result in you violating any legal or regulatory requirements of your applicable jurisdiction. You are responsible for ensuring that the delivery, holding, use or exchange of EVERY tokens, and remains lawful despite changes to applicable laws, your residence and circumstances.

 

Hackers and Malicious Groups

You acknowledge that hackers or other malicious groups may attempt to interfere either with the Company or with you, in an attempt to obtain tokens, such as by obtaining your private key from your computer, by deceiving you into telling them your private key, or by some other method. Hackers may also attack EVERY, the EVERY platform, or decentralized applications atop the EVERY platform (collectively the “EVERY Network”) itself, such as by denial of service attacks, consensus attacks, or other hacks, creating a risk of harm arising from cyber attacks on the network. The Company is not responsible for lost or stolen private keys, or for private keys you give to hackers, whether by cyber attack, deception, or some other means. 

 

No Secondary Market/Tokens Intended for Use within EVERY Platform

You acknowledge that the tokens may have no secondary market value, or may be extremely illiquid, as their principal purpose is to be used to obtain computation or other network resources from the EVERY Network. Even if secondary trading of tokens is facilitated by third-party exchanges, such value may be extremely volatile or near-zero. In the event the token’s value decreases, there is no public insurer or private insurance arranged by the Company, to offer recourse to you.

 

Possibility of Errors or Bugs

As a consequence of this early stage of development, errors or unexpected behavior in smart contracts or due to other unexpected bugs or problems, may cause unexpected behavior, including but not limited to loss of tokens, or the consumption of a greater quantity of tokens than estimated to perform a particular task.

 

Tokens are Note Equity and Confer No Governance Rights

You acknowledge that tokens confer no governance rights of any kind, and that decisions involving the Company’s products or services will be made by the Company at its sole discretion. The Company membership and/or the directors of the Company may make decisions which affect the EVERY Network and its associated tokens. These decisions may adversely affect the utility of any tokens you own. 

 

Regulatory Uncertainties

You acknowledge that the regulatory status of cryptographic tokens is an area of great uncertainty, and that tokens may face significant regulatory change in the future. It is difficult to predict how or whether legislatures or regulatory agencies around the world will treat blockchains and tokens. It is possible regulatory actions will negatively impact the EVERY Network and its tokens in a number of different ways, including but not limited to potentially being prohibited or requiring registration or licensing. The Company may cease operations in areas where regulatory or legislative changes make it unviable or commercially undesirable to continue to operate in that jurisdiction. 

 

EVERY Enterprise Viability

You acknowledge that the Company may no longer be viable to operate and may dissolve due to any number of reasons in the future, including but not limited to poor demand for its services, failure of commercial relationships, intellectual property challenges, etc. 

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*Consistent with SEC rules and guidance, the EVERY Token should not be purchased with any expectation of profits.

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