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BUZZSHOW TOKEN SALE TERMS AND CONDITIONS

PREAMBLE

1. These Token Acquisition Terms and Conditions (hereinafter: “Terms”) have been prepared by BuzzShow Network, solely for the use of prospective purchasers to whom BuzzShow Network is offering (the “Offering”) the opportunity to purchase, pursuant to a Smart Contract, its BuzzShow Tokens (hereinafter: “GLDY”). GLDY’s are digital utility tokens that are us e d within the BuzzShow Platform to purchase the Platform Native Token (hereinafter: “GOLDY” or its plural “GOLDIES”). Goldies are used to reward the value of the content shared on the platform. Unless the context requires otherwise, in these Terms the terms “BuzzShow,” “we,” “us”, and “our” refer to BuzzShow Network, and all dollar ($) amounts set forth herein refer to United States dollars.
2. This Offering has not been registered or qualified under the securities laws of any jurisdiction anywhere in the world. It is being offered and sold only in jurisdictions where such registration or qualification is not required, including pursuant to applicable exemptions that generally limit the purchasers who are eligible to purchase a GLDY and that restrict its resale. To the best knowledge of BuzzShow, this Offering presumes a simple sale of digital goods called BuzzShow Tokens, whereby BuzzShow becomes bound to the Purchasers thereof solely to the extent of being obliged to provide the product and/or a service called BuzzShow Platform in its current form at first and improved versions in the future as BuzzShow continues to expand and improve its product and/or service offering according to the implementation timeline identified in the Token Sale Website. BuzzShow will allow token holders to use the tokens within the Platform as the holders deem fit and as allowed by BuzzShow Terms of Use. Purchasing a BuzzShow token involves a high degree of risk, see “Risk Factors” starting on page 6, as the product and/or service will be partially available at the time of sale of the BuzzShow tokens. This Offering may be governed by consumer protection laws in jurisdictions where such regulation is applicable.
3. This Terms does not constitute an offer to sell, or a solicitation of an offer to buy, a GLDY or BuzzShow token in any jurisdiction in which it is unlawful to make such an offer or solicitation. Neither the U.S. Securities and Exchange Commission nor any other federal, state or foreign regulatory authority has approved the purchase of the GLDYs or the BuzzShow tokens. Furthermore, no such authority has confirmed the accuracy or determined the adequacy of this Terms. Any representation to the contrary is a criminal offense.
4. Each recipient hereof acknowledges and agrees:
   • that the information herein constitutes proprietary and confidential information of BuzzShow,
   • to maintain the same in strict confidence, and
   • to use the same only for the purpose of considering whether to purchase th e BuzzShow tokens
5. This Terms may not be reproduced or distributed, in whole or in part, or the contents disclosed, by the recipient to any other person, without the prior written consent of BuzzShow. The existence and nature of all conversations regarding BuzzShow and this Offering must also be kept confidential. This Terms may contain a summary of the GLDY, the BuzzShow tokens and certain other documents referred to herein. However, these summaries do not purport to be complete and are subject to and qualified in their entirety by reference to the actual text of the relevant document. BuzzShow reserves the right to modify the terms of the Offering, the GLDYs and the BuzzShow tokens described in this Terms, and the GLDYs are offered subject to BuzzShow ability to reject any commitment in whole or in part. Prior to purchasing BuzzShow tokens, a prospective purchaser is required to consult with its own legal, financial, tax, accounting, and other advisors regarding the applicable limitations on purchasers who are eligible to purchase it and that restrict its resale or other transfer; the income and other tax consequences of acquiring, holding and disposing of BuzzShow tokens; and the other potential consequences of acquiring BuzzShow token. Purchasers are required to carefully consider whether purchasing a BuzzShow token is suitable to their business situation and goals. No person has been authorized to make any statement concerning BuzzShow or the sale of the BuzzShow tokens discussed herein other than as set forth in this Terms, and any such statements, if made, must NOT be relied upon.
6. Purchasers are required to make their own investigations and evaluations of the GLDY and the BuzzShow tokens, including the merits and risks of a purchasing thereof. Prior to any purchase, purchasers have the opportunity to ask questions of and receive answers and additional information from BuzzShow concerning the terms and conditions of this Offering and other relevant matters.
7. GLDY purchase amounts may be denominated in U.S. dollars ($) or digital assets, such as Ethereum and may be purchased with the following crypto currencies: Ethereum (ETH), Ethereum Classic (ETC), Bitcoin (BTC), Bitcoin Cash (BCH), Litecoin (LTC), Dash, Ripple, and Monero.
8. Currencies and/or moneys are subject to fluctuation in the rate of exchange and, in the case of digital assets, the exchange valuations. Such fluctuations may have an adverse effect on the price or value of a GLDY or a BuzzShow token if a purchaser decides to resell a BuzzShow token at any point in the future. To prevent any speculation of BuzzShow tokens, token purchasers agree to use the BuzzShow tokens solely on the BuzzShow Platform. BuzzShow understands that it cannot control the decision of how BuzzShow token holders will use their BuzzShow tokens once tokens are purchased and the holders come to possess the BuzzShow tokens, as it will be their property, however, at least until the BuzzShow tokens have vested and deposited on the token holder’s digital wallet, the Use Restriction as descried in GLDYs applies, at most the Use Restriction applies until BuzzShow lifts the Use Restriction and advises token holders thereof as described in GLDYs. It is understood that the purpose of the Use Restriction is at least for ensuring that the Offering to purchase BuzzShow tokens is not confused with being anything else than a sale of digital assets, i.e. a sale of goods, and that no other interest of purchasing the BuzzShow tokens exists than that of using the BuzzShow tokens on the BuzzShow Platform solely for the purposes, which are limited by the services offered on the BuzzShow Platform for traders and brokers.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING

1. • the completion of, and the use of proceeds from, the sale of the GLDYs;
   • the expected development of BuzzShow business, projects, and/or joint ventures;
   • the projected performance of BuzzShow;
   • the execution of BuzzShow vision and strategy, including with respect to future growth and expansion of the BuzzShow Platform;
   • the completion of BuzzShow’s projects that are currently underway, in development or otherwise under consideration;
   • renewal of BuzzShow’s current customer, supplier, and other material agreements; and
   • the future liquidity, working capital, and capital requirements.
2. Forward looking statements can also be identified by words such as “can,” “expected,” “will” and other identifiers of non-historical events. Forward-looking statements are provided to allow potential purchasers of GLDYs the opportunity to understand management’s beliefs and opinions in respect of the future.
3. BuzzShow is a fairly young project with an already functioning product that it will continue to expand and develop, and a purchase of GLDYs is inherently risky. To the best knowledge of BuzzShow, the purchase of GLDY does not constitute an investment and/or any known and accepted financial instrument, and is acquired solely for use on the BuzzShow Platform and constitutes an acquisition of a digital good that will be created in the future. Any reference to GLDYs in terms that may be interpreted as an investment and/or any known and/or accepted financial instrument, such as a security for example, is inherently false and must be viewed an untruth and as misleading.
4. Forward looking statements are not guarantees of future performance, and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance on BuzzShow obligations, market projections and startup financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward looking statements. Although forward- looking statements contained herein are based upon what Buzzshow believes may be reasonable assumptions, forward-looking statements may prove to be inaccurate, as actual results and future events could differ materially from those anticipated in such statements. BuzzShow undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change, except as required by applicable laws.

OVERVIEW OF BUZZSHOW

5. Buzzshow is one of the first social video network sites that adopt blockchain technology to provide a platform that puts the interests of content creators, curators and viewers first. The blockchain uses Goldies as the cryptocurrency that incentivizes creation, sharing and viewing of videos on BuzzShow. Members of the platform not only earn as a content creator, but they also earn when they share videos and when they view videos. This is the first fully developed social video network that allows everyone involved to contribute and earn money on the platform. The platform intend to use IPFS (InterPlanetary File Sharing) or any other relevant equivivalent technology in its FUTURE releases to ensure that the content is truly decentralized. This allows files to be stored without relying on a centralized database as most video websites rely on. As a result, it is not susceptible to any DOS attacks or ransomware attacks because the videos will be held in multiple systems. The benefit is that it is faster, more open and safer than the centralized database reliant methods of video streaming. This technology is useful for BuzzShow because it allows the platform to be truly decentralized while saving considerably bandwidth costs. At current stage BuzzShow is still functioning with centralized data base, until future release as will be due available.
6. BuzzShow is committed to ensuring that the revenue generated from advertisements and premium subscriptions are equitably distributed between the entire “food chain” including content creators, curators, marketers, and the consumers according to the level of their participation and popularity on the platform.
7. Users on the platform will earn money when they upload their first video. This is a very simple way of earning Goldies even before the demand on the site grows. They can also earn with every confirmed referral on the site. Once the user registers based on their referral, they also get some Goldies. Another feature is the ability to create channels and upload a video for free. No paid option offers content creators greater capital opportunities. Everyone starts at the same price, and it is completely free for everyone. This discourages firms from paying for preferential treatment on the platform. They will support their favorite content creators by sending Goldies. These Goldies will not be charged an outrageous transaction fee, but rather a micro- transaction fee that is near zero. This will ensure that creative content creators get the support they need.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING

8. BuzzShow tokens are designed to be used solely on the BuzzShow Platform. Goldies are ERC20 tokens based on the Ethereum platform. The programming language used for development is Solidity. Ethereum allows tokenization of assets on the platform without the need of creating a completely different blockchain.
9. The ERC20 platform uses smart contracts to ensure that the transactions are secure. The smart contracts also enable fast transfer for micropayments with speeds of just a few seconds. This allows the platform to accommodate high volumes of transactions. Most of the Goldies earned can be easily converted into ETH tokens. These tokens can then be exchanged for other cryptocurrencies or fiat currencies in supported exchanges.
10. Buzzshow will create a specific e-wallet that is both scalable and customizable. The customizations are made possible by incorporating features from developers in the Ethereum platform. The applications and plugins will require little or no modification to be introduced into the platform. The API clusters also determine the terms that are used in the smart contract. Moderators will be able to automatically detect when one of the users have contravened the community’s regulations. The user will be given a negative rating and fined a certain amount to deter them from making the same mistake.
11. Since the platform uses EVM (Ethereum Virtual Machine) tokens, some additional features are expected to be rolled out in the future. Phase one of Buzzshow Web, and Android mobile app are developed, and Alpha tested with a substantial number of users, and iOS mobile applications will be developed next to make video consumption easier after the beta version will be fully tested and released using already the Tokens.
12. No assurances can be given to any BuzzShow token economics that may come to existence outside of the BuzzShow Platform. The BuzzShow tokens are issued solely to provide a digital payment means within the BuzzShow Platform. No assurances can be given that BuzzShow will be successful in achieving a balance between supply and demand for BuzzShow tokens.
13. Holders of BuzzShow tokens have the option to get access to the BuzzShow Platform in its current form right away as well as access to any future released version. Future expansion and development of the platform will be paid for by the BuzzShow tokens and a token holder that has registered within the BuzzShow Platform will not be able to use any of the BuzzShow Platform services or products in exchange for any other currencies than the BuzzShow tokens. At least on a yearly basis, BuzzShow reserves the right to modify the cost of accessing the BuzzShow Platform services via the BuzzShow token
14. To maintain access to the BuzzShow Platform services, it may be possible to acquire additional BuzzShow tokens directly from BuzzShow or from other token holders. It may be possible to exchange BuzzShow tokens with potential interested parties who may express a desire in acquiring thereof for any currency or any digital asset such as Ether on both publicly and privately held digital asset exchange platforms. BuzzShow takes no responsibility, makes no warranties or representations as to the authenticity of BuzzShow tokens acquired from other parties than BuzzShow.
15. All transactions within the BuzzShow Platform will be conducted via the BuzzShow tokens

TERMS OF SALE

16. The summary below describes the principal terms of the GLDYs and the rights to purchase BuzzShow tokens contained therein. Certain of the terms and conditions described below are subject to important limitations and exceptions. Prospective purchasers should review the entirety section below and must understand that this section provides very limited information and that prospective purchasers must do their own research before arriving to the decision of holding the GLDYs. The summary below is qualified in its entirety by reference to the actual text of the form of GLDY. Capitalized terms not defined herein will have the meaning ascribed to such term in the GLDY.
17. BuzzShow provides purchasers with an opportunity to acquire the right to hold future BuzzShow tokens pursuant to a GLDY agreed to by BuzzShow and a purchaser.
18. Each Purchaser:
    • if in the United States, or a U.S. Person (as defined in Regulations under U.S. Securities Act of 1933, as amended (the “Securities Act”)), must verify if the requirement of being an accredited investor (as defined in Regulation D under the Securities Act) is applicable thereto in view of the GLDYs and must be eligible to purchase GLDYs and BuzzShow tokens under applicable law, otherwise abstain from participating in current Offering, or
    • ) if outside of the United States, must be a non-U.S. Person who is not purchasing for the account or benefit of a U.S. Person (as defined under Regulation S under the Securities Act) and who is eligible to purchase GLDYs and BuzzShow tokens under the applicable laws of the Purchaser’s jurisdiction, and must verify if the requirement of being an accredited investor in its jurisdiction is applicable thereto in view of the GLDYs, otherwise abstain from participating in current Offering.
19. Purchase Price:
    • BuzzShow token price is .25 USD per 1 BuzzShow token.
20. Legal moneys or Fiat moneys are not accepted as payment for BuzzShow tokens, only the crypto currencies previously identified are accepted.
21. Form of exchange for BuzzShow token for digital assets: Ether or any other acceptable crypto-currency.
22. If the value of the purchase amount is in legal money, that final value of the BuzzShow token will be calculated in Ether according to the applicable exchange rate for Ether at the time of BuzzShow token acquisition.
23. A significant portion of the proceeds of the Offering will be used by BuzzShow to expand the platform by continuing development of the blockchain decentralized environment platform, adding new features, expanding its user base and growing the volume of content on the platform. BuzzShow reserves the right to apply any portion of the proceeds as it seems fit to achieve the above identified Objectives.
24. Termination: BuzzShow obligations to purchasers following the GLDY agreements will terminate upon the earlier of
    • the beta version BuzzShow Platform launch;
    • the payment or setting aside of payment of amounts due to the creditors upon a Dissolution Event, which will include:
      • a voluntary termination of operations of BuzzShow,
      • a general assignment for the benefit of BuzzShow’s creditors or
      • any other liquidation, dissolution or winding up of BuzzShow, whether voluntary or involuntary.
25. Refunds of BuzzShow tokens Purchases
    • In case of termination without BuzzShow Platform launch, no assurances can be given that BuzzShow will have funds to refund the BuzzShow tokens to the purchasers. If, immediately prior to the consummation of the Dissolution Event, the assets of BuzzShow that remain legally available for distribution to the creditors, as determined in good faith by BuzzShow, are insufficient to permit the refunding of the BuzzShow tokens to the purchasers in the amount of their respective purchase amounts, then the remaining assets of BuzzShow available for distribution will be distributed with equal priority and pro rata among the purchasers in proportion to the refunding of the purchase amounts they would otherwise be entitled to receive.
    • Purchase and sale of the rights will be on the terms and conditions set forth in the GLDY agreements, which are be prepared by BuzzShow, and which will contain certain representations, warranties and covenants of BuzzShow and the purchasers and other provisions.
26. Number of BuzzShow tokens – Total of 150, 000,000 BuzzShow tokens will be issued. 62 percent will be put up for sale while 14 percent will be frozen for Stability mechanism. The team will get 8 percent of the coins. Advisors will receive 2 percent of the tokens while shareholders will receive 7 percent of the tokens. The bounty program will receive 2 percent and the bonus program will receive 5 percent to build a solid community and content contributors in the first critical 24 months of operation.

RISK FACTORS

27. There are numerous risks involved in the development, maintenance and operation of BuzzShow Platform, many of which are beyond the control of BuzzShow. You are required to consider carefully the risks described herein, in addition to other information publically available regarding the risks generally associated with digital assets and blockchain technologies, before deciding to use, purchase or hold BuzzShow tokens.
28. BuzzShow tokens may be considered securities in various jurisdictions. Digital tokens are being closely scrutinized by various regulatory bodies around the world, including by the United States Securities and Exchange Commission. There is a substantial risk that in numerous jurisdictions, including the United States, BuzzShow tokens may be deemed to be a security. For example, applicable securities laws may limit the ability to hold more than certain amounts of BuzzShow tokens, restrict the ability to transfer BuzzShow tokens, require disclosure or other conditions on you in connection with any sale of BuzzShow tokens, and may restrict the businesses that facilitate exchanges or effect transfers of your BuzzShow tokens. Every user, purchaser, and holder of BuzzShow token is required to make diligent inquiry into determine if the acquisition, possession and transfer of BuzzShow tokens is legal in its jurisdiction and to comply with all applicable laws
29. The legal ability to provide BuzzShow tokens and BuzzShow Platform in some jurisdictions may be eliminated by future regulation or legal actions. In response to such action, BuzzShow may take actions that adversely impact you and the BuzzShow tokens you hold, including:
    • ceasing operations or restricting access in certain jurisdictions,
    • adjusting BuzzShow tokens and the BuzzShow Platform in a way to comply with applicable rules and regulations, or
    • cease operations entirely.
30. This Offering may result in a requirement that BuzzShow register its GLDYs or BuzzShow tokens as securities under the Securities Exchange Act of 1934, as amended, depending on its level of assets, its number of holders, and whether the GLDYs and BuzzShow tokens are considered equity securities.
31. Companies with total assets above $10 million and more than 2,000 holders of record of its equity securities, or 500 holders of record of its equity securities who are not accredited investors, as the last day of their fiscal year must register that class of equity securities with the SEC under the Exchange Act of 1934, as amended (the “Exchange Act”). With the capital raised from the Offering, BuzzShow may surpass $10 million in assets as it builds the BuzzShow Platform. Furthermore, there is the possibility that this Offering or future transactions in GLDYs or BuzzShow tokens may result in more than 2,000 holders of record. While it is possible that the GLDYs may not be considered equity securities, there is no clear guidance from the SEC on this issue. Furthermore, BuzzShow believes that BuzzShow tokens, when issued on conversion of the GLDYs, will be utility tokens and not securities (equity or otherwise), but there is no clear guidance from the SEC on this point. In addition, if the GLDYs are deemed by the SEC to be equity securities but Goldies are not, it may not be possible to expedite development of the BuzzShow Platform such that conversion of the GLDYs into Goldies may occur by the last day or BuzzShow’s fiscal year or within three years from that date, due to the unpredictable nature of complex software development such as the BuzzShow Platform. Any requirement that BuzzShow register a class of equity securities with the SEC would require significant time and expense.
32. Blockchain technologies may be subject to unfavorable regulatory actions. Blockchain technologies have been the subject of intense scrutiny by various regulatory bodies around the world. The functioning of the Ethereum network, associated blockchain networks, and BuzzShow tokens may be adversely impacted by regulatory actions, including restrictions or prohibitions on their use, purchase, or possession. For example, some U.S. jurisdictions regulate providers of prepaid access or money transmission services who create a medium of exchange or a method by which value is transferred from one person to another person or location. The implications of triggering such requirements may include registration with a federal agency, Financial Crimes Enforcement Network, and implementing an anti-money laundering compliance program that meets federal standards, including transaction monitoring, designation of a compliance officer, employee training, and periodic auditing and testing. At the state-level, there are various compliance obligations, including the need for a license, meeting minimum net worth requirements, bonding, biographical and financial approval of officers and directors, and other ongoing compliance, examination, and reporting obligations. The application of these regulatory regimes to BuzzShow tokens is unclear, but if BuzzShow tokens implicate these requirements we will need to expend time and resources to comply with them or face adverse regulatory action. In addition, BuzzShow tokens are expected to be based on the Ethereum blockchain in itsi initial phas, and BuzzShow tokens are subject to risks related to regulatory inquiries or actions taken with regard to the Ethereum blockchain.
33. BuzzShow tokens may be subject to malfunction or function in an unexpected or unintended manner.
34. BuzzShow tokens, and any network with which BuzzShow tokens are interacting, may malfunction or function in an unexpected or unintended manner. This may be caused by the BuzzShow token itself, the Ethereum protocol, other networks, or a number of other causes, some of which are unforeseeable. Any malfunction or unintended function could result in the complete loss of BuzzShow tokens.
35. Loss of private keys may render BuzzShow tokens worthless. If a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, you will not be able to access the blockchain asset associated with the corresponding address, and BuzzShow Platform will not be capable of restoring the private key. Any loss of private keys relating to digital wallets used to store blockchain assets could have an adverse effect on you, BuzzShow tokens, and BuzzShow.
36. BuzzShow tokens are susceptible to mining attacks. The Ethereum blockchain, which will be used for BuzzShow tokens, is susceptible to mining attacks, including double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks, as well as other new forms of attack that may be created. Any successful attacks present a risk to BuzzShow tokens, expected proper execution and sequencing of BuzzShow tokens, and expected proper execution and sequencing of Ethereum contract computations in general. Mining attacks may also target other blockchain networks with which BuzzShow tokens interact, which may consequently significantly impact BuzzShow tokens. A lack of a central regulatory authority and structure and the global nature of digital assets and blockchain technologies limit legal remedies and recourses. Due to the lack of a central regulatory authority and structure and due to the global nature of digital assets and blockchain technologies, you may have no legal remedies or recourse against BuzzShow, other users, holders, purchasers or sellers of BuzzShow tokens, and any other person or entity that may interfere with BuzzShow, BuzzShow tokens, or your digital wallet.
37. The GLDYs may not be transferred. The terms of the GLDY prohibit transfer of the GLDY. As a result, you will be required to hold your GLDY until the earlier of the BuzzShow Platform Beta launch and the delivery of all of the BuzzShow tokens, or the termination of the GLDY pursuant to the provisions set forth therein. Consequently, you must be prepared to bear the risk of purchasing a BuzzShow token pursuant a GLDY until the termination of the GLDY pursuant to the terms set forth therein. If legal exchanges or permissible transfers develop, they may be exposed to fraud or other criminal schemes. In the event the GLDYs do not convert into BuzzShow tokens you may not receive meaningful value for your purchase.
38. The GLDYs provide that, if BuzzShow faces a voluntary termination of operations, a general assignment for the benefit of its creditors, or any other liquidation, dissolution or winding up (a “Dissolution Event”) before the GLDY terminates, BuzzShow will not refund the purchase amount to any purchaser.
39. Once the purchase is finalized, BuzzShow is not obligated to refund to the purchasers their purchase amounts.
40. If there is a Dissolution Event BuzzShow would not expect to have cash on hand adequate to refund the purchase amounts, and the liquidation value of the BuzzShow Platform may not be sufficient to cover any shortfall. Therefore, no purchaser will receive the purchase amount or any meaningful amount or value.
41. BuzzShow Tokens may be valueless. It is possible that, upon the BuzzShow Platform launch, BuzzShow tokens will not be used by a large number of individuals, businesses, and other organizations and that there will be limited public interest in the creation and development of its functionalities. Further, the BuzzShow Platform future version may never be completed, released, or become operational. These or other unforeseen factors may significantly decrease or eliminate any value of BuzzShow tokens. BuzzShow does not guarantee any specific value of BuzzShow tokens and cautions purchasers of BuzzShow tokens that there is a possible likelihood their value may vanish if the BuzzShow Platform will not be operational to the satisfaction of the BuzzShow token holders.
42. There is a high risk of volatility of digital assets. Digital assets are extremely volatile, and BuzzShow tokens may suffer from such volatility. Further, BuzzShow tokens may be significantly influenced by microeconomic and macroeconomic market factors.
43. BuzzShow tokens will be entirely uninsured. BuzzShow tokens are not like bank accounts or other similar accounts. BuzzShow tokens are entirely uninsured and any value they may hold at any time may decrease or be eliminated in the future.
44. BuzzShow tokens and the BuzzShow Platform, in its current and future versions, may not meet your expectations.
45. The BuzzShow Platform beta version is currently under development and may undergo significant changes before release. Your expectations and market expectations regarding the form and functionality of the product and BuzzShow tokens may not be met upon the deployment, if at all. If the BuzzShow Platform does not meet market expectations then the value of the BuzzShow tokens could be adversely affected. BuzzShow, BuzzShow tokens, and the BuzzShow Platform may be subject to security weaknesses, hackers and theft. Hackers or other groups or organizations may attempt to interfere with BuzzShow, BuzzShow tokens, the BuzzShow Platform and your digital wallet in any number of ways, including denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks. There is a risk that BuzzShow tokens and the BuzzShow Platform and technology infrastructure may include security weaknesses or bugs, which may interfere with the use, or cause the complete loss, of BuzzShow tokens. Advances in cryptography may present risks to cryptocurrencies, digital tokens, Ethereum, BuzzShow tokens, the BuzzShow Platform and BuzzShow’s technology infrastructure, which may result in the theft or complete loss of BuzzShow tokens.
46. BuzzShow is subject to privacy and data security laws. We anticipate that the BuzzShow Platform will receive, transmit and store a large volume of personally identifiable information and other sensitive data. Federal, state, and foreign laws regulate the storing, sharing, use, disclosure and protection of such data. Any violations of these laws and regulations may require BuzzShow to change its business practices or operational structure, address legal claims, and sustain monetary penalties and other harms to its business.
47. Security breaches or unauthorized access to personal information may also expose BuzzShow token to liability related to the loss of the information, time-consuming and expensive litigation, and negative publicity. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until after they are launched against a target, BuzzShow may be unable to anticipate, detect, or adequately address them. In addition, certain jurisdictions have laws requiring companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures are costly to implement and often lead to widespread negative publicity.
48. BuzzShow may be required to disclose information about BuzzShow token users, purchasers, and holders.
49. BuzzShow may be required by law, subpoena, or court order to disclose personal information received from BuzzShow Token holders to law enforcement, government officials, and other third parties. Any such disclosure could have an adverse effect on the reputation or valuation of BuzzShow.
50. Smart contracts are subject to limitations. Smart contract technology is still in its early stages of development, and its application is experimental in nature. This carries significant operational, technological, regulatory, reputational, and financial risks. Smart contracts may not be fit for the purpose intended by BuzzShow and may contain flaws, vulnerabilities, or other issues, which may cause technical problems or the complete loss of BuzzShow tokens.
51. BuzzShow has a limited operating history in an evolving industry that may not develop as expected. Assessing its business and future prospects is challenging in light of the risks and difficulties it may encounter. These risks and difficulties include BuzzShow’s ability to:
    • navigate complex and evolving regulatory and competitive environments;
    • obtain and retain customers;
    • successfully maintain and evolve internal controls to manage compliance with an evolving and complex regulatory environment;
    • increase the effectiveness of its ability to identify market trends;
    • successfully develop and deploy the BuzzShow Platform and new products;
    • successfully maintain its funding strategy;
    • favorably compete with other companies;
    • successfully navigate economic conditions and fluctuations in the market;
    • effectively manage the growth of its business;
    • successfully expand its business;
    • continue to develop, maintain and scale the Buzzshow Network;
    • effectively use limited personnel and technology resources;
    • effectively maintain and scale its financial and risk management controls and procedures;
    • maintain the security of its technology infrastructure and the confidentiality of the information provided and utilized across its technology infrastructure; and
    7
    • attract, integrate, and retain qualified employees and contractors.
52. BuzzShow may require additional capital to support operations or the growth and may need to create and sell additional BuzzShow tokens in the future. From time to time, BuzzShow may need additional capital to operate or grow its business. BuzzShow’ s ability to obtain additional capital will depend on market demand, operating performance, the condition of the capital markets, and other factors. Additional capital may not be available on favorable terms when required, or at all.
53. There is and will be limited information related to the business of BuzzShow and the development of the BuzzShow Platform. You may not be able to obtain all information it would want regarding BuzzShow, BuzzShow tokens, or the BuzzShow Platform, on a timely basis or at all. It is possible that you may not be aware on a timely basis of material adverse changes that have occurred with respect to certain of its investments. While BuzzShow has made efforts to use open-source development for BuzzShow tokens, this information may be highly technical by nature. BuzzShow is not obliged, and does not intend, to keep users, purchasers, and holders of BuzzShow tokens updated on its business and the development of the BuzzShow Platform (including progress and expected milestones). As a result of these difficulties, as well as other uncertainties, you may not have accurate or accessible information about the BuzzShow Platform.
54. . Alternative systems may be established that compete with or are more widely used than the BuzzShow Platform. The BuzzShow Platform may compete with these alternative networks, which could negatively impact the BuzzShow Tokens value.
55. Intellectual property rights claims may impede BuzzShow’s business. Third parties may assert intellectual property claims against BuzzShow. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in BuzzShow’s long-term viability may adversely affect the value of BuzzShow tokens. There are risks and uncertainties related to the tax and accounting treatment of BuzzShow tokens.
56. Because of the shifting regulatory environment, it is uncertain what tax and accounting treatment or classification BuzzShow tokens will have in various jurisdictions. For example, BuzzShow may not intend for Goldies to convert into BuzzShow tokens (GLDY) until such time, as BuzzShow tokens may be adequately used as to provide a login for the BuzzShow Platform, such that they are not deemed to be securities, but there is no clear guidance as to when that moment will exist. If such conversion is determined to result in the issuance of securities (rather than BuzzShow digital assets), our securities, tax, accounting and other positions may be incorrect. This uncertainty may, for example, impact our ability to obtain financial audits, or result in unanticipated tax liabilities to BuzzShow, when we transact in BuzzShow tokens, or to you when you transact in BuzzShow tokens. Each potential user, purchaser, and holder of BuzzShow tokens is urged to consult with, and must rely solely upon the advice of, its own legal, and financial and tax advisors with respect to BuzzShow tokens.

HOW TO PRUCHASE

57. To participate in the Offering, purchasers will need to first register on a token subscription page on our website https://www.Buzzshow.com/tokensale which is not incorporated by reference. Purchasers will follow the prompts on our website, which is not incorporated here by reference, to specify their purchase amount, confirm their purchase, and make payment to finalize the transaction.

IMPORTANT NOTICES TO PURCHASE

58. In some jurisdictions purchaser are required to have specific qualifications to purchase BuzzShow tokens. For example, only persons of adequate financial means who have no need for present liquidity should consider purchasing the purchase rights set forth in the GLDY offered hereby because:
    • purchasing a GLDY involves a number of significant risks (see “Risk Factors”);
    • no market exists for the GLDYs or the purchase rights contained therein, and none is likely to develop in the reasonably foreseeable future. This Offering is intended to be a private offering of digital goods that is exempt from registration under the Securities Act and applicable state securities laws.
59. It is the responsibility of each potential purchaser of the Tokens to determine if the purchaser can legally purchase the Tokens in the purchaser’s jurisdiction and whether the purchaser can then resell the Tokens to another purchaser in any given jurisdiction.
60. The Token is not a digital currency, security, commodity, or any other kind of financial instrument and has not been registered under the Securities Act of 1933, the securities laws of any state of the United States of America or the securities laws of any other country, including the securities laws of any jurisdiction in which a potential token holder is a resident.
61. BuzzShow neither offers or distributes the Tokens nor carries business activity in any regulated countries and territories where transactions in respect of, or with use of, digital tokens fall under the restrictive regulations or require from BuzzShow to be registered or licensed with any applicable governmental authorities.

CERTAIN INCOME TAX CONSIDERATIONS

THE TAX TREATMENT OF THE GLDY, THE PURCHASE RIGHTS CONTAINED THEREIN AND THE BUZZSHOW TOKEN DISTRIBUTION IS UNCERTAIN AND THERE MAY BE ADVERSE TAX CONSEQUENCES FOR PURCHASERS UPON CERTAIN FUTURE EVENTS.

PURCHASING A GLDY AND ACQUIRING BUZZSHOW TOKENS PURSUANT THERETO MAY RESULT IN ADVERSE TAX CONSEQUENCES TO PURCHASERS, INCLUDING WITHHOLDING TAXES, INCOME TAXES AND TAX REPORTING REQUIREMENTS.

EACH PURCHASER SHOULD CONSULT WITH AND MUST RELY UPON THE ADVICE OF ITS OWN TAX ADVISORS WITH RESPECT TO THE U.S. AND NON-U.S. TAX TREATMENT OF PURCHASING A GLDY AND THE RIGHTS CONTAINED THEREIN.