Legal Information
Legal Information
The following section outlines the regulatory treatment, legal status, and jurisdictional considerations applicable to the $HABITAT token and associated services. This section is provided for transparency and does not constitute legal, financial, or investment advice. Participants are strongly advised to seek independent legal counsel in their jurisdiction prior to engaging with the Habitat ecosystem.
Legal Status of the $HABITAT Token
$HABITAT is a utility token that functions exclusively within the Habitat ecosystem. It enables access to staking, Green Credits, Energy Voucher minting, and decentralized compute services. The token does not represent ownership, equity, voting rights, revenue share, or any rights to profits in Habitat Foundation or its affiliates.
Fair Launch and Token Distribution
Habitat will deploy $HABITAT via a fair launch model:
· 75% of the total token supply will be released directly into decentralized liquidity pools (DEXs);
· No public token sale, subscription offering, or initial coin offering (ICO) will occur;
· No fundraising from the public or retail investors will be conducted;
· 10% of tokens are allocated to the Habitat Foundation for ecosystem development;
· 10% are reserved for future listings;
· 5% are reserved for future private placements with institutional participants.
Applicability of EU Regulation (MiCA)
Habitat has carefully reviewed the Markets in Crypto-Assets Regulation (MiCA) (Regulation (EU) 2023/1114). MiCA applies to the offering and marketing of crypto-assets to the public within the European Union, and to crypto-asset service providers established in the EU.
Habitat is not issuing or offering the $HABITAT token within the EU, nor is it targeting EU residents through public offerings or direct marketing. As such:
· Habitat is not subject to the whitepaper approval requirements under Article 6 of MiCA;
· The fair launch via DEX does not qualify as an “offer to the public” under Article 4(1)(b);
· $HABITAT is not an asset-referenced token (Title III) or e-money token (Title IV) as defined by MiCA;
Habitat does not act as a crypto-asset service provider (CASP) under Title V of MiCA.
Although Habitat operates in a globally accessible environment, it does not actively solicit or promote $HABITAT to EU users. Participants within the EU remain responsible for ensuring their own compliance with local regulations.
Applicability of U.S. Federal Securities Law
Habitat has conducted a legal analysis of the $HABITAT token under the U.S. Securities Act of 1933 and relevant jurisprudence, including the Howey test (SEC v. W.J. Howey Co., 328 U.S. 293 (1946)).
Habitat concludes that $HABITAT is not a security, based on the following:
· No investment of money is solicited from the public;
· No common enterprise exists—token holders do not share pooled profits or efforts;
· No expectation of profit is promoted or implied;
· No reliance on the efforts of others—token functionality is self-directed and utility-based.
The token is not offered or sold to U.S. persons, and Habitat takes reasonable measures to exclude U.S. citizens, residents, and entities from access, in accordance with U.S. law.
Habitat has not registered the $HABITAT token under the Securities Act and does not rely on any exemption such as Regulation D or Regulation S. Access by U.S. persons is strictly prohibited.
Eligibility
The information provided in this whitepaper and any access to the Habitat ecosystem, including the $HABITAT token, Green Credits, Energy Vouchers, and associated infrastructure, is not directed at or intended for use by any individual or legal entity in jurisdictions where such participation is prohibited or restricted.
Participation is explicitly prohibited for:
· U.S. persons within the meaning of Regulation S under the U.S. Securities Act of 1933;
· Persons subject to U.S. sanctions lists including OFAC’s Specially Designated Nationals (SDN) List;
· Persons located in or residents of the following Prohibited Jurisdictions:
· United States of America
· Canada
· Mainland China
· North Korea
· Iran
· Syria
· Afghanistan
· Belarus
· Venezuela
· Crimea, Luhansk and Donetsk regions of Ukraine
· Any country or territory under United Nations, EU, UK, or U.S. sanctions
Additionally, the Habitat ecosystem is not available to any individual or legal entity that is:
· A resident of a jurisdiction where the receipt or holding of utility tokens is subject to licensing, registration, or other regulatory requirements not satisfied by Habitat;
· Listed on any government or intergovernmental sanctions registry;
· Acting on behalf of any person described above.
It is solely your responsibility to determine whether you are legally permitted to access or use any aspect of the Habitat ecosystem under the laws and regulations applicable to you. Habitat assumes no liability for any loss or damage arising from your violation of these restrictions. By engaging with Habitat services or tokens, you expressly warrant that you are not subject to any such restrictions.
Legal Disclaimer
To the fullest extent permitted under applicable laws and regulations, Habitat Foundation, its affiliates, directors, employees, agents, or contractors shall not be held liable for any direct, indirect, incidental, consequential, or other damages (including but not limited to loss of profits, data, business, or opportunities) arising out of or in connection with:
· Access to, reliance on, or use of this whitepaper;
· The acquisition, holding, staking, or trading of $HABITAT tokens or Energy Vouchers;
· Any malfunction or unavailability of infrastructure or services provided by Habitat;
· Actions taken or not taken based on statements or projections contained in this whitepaper.
Habitat does not make or purport to make, and expressly disclaims, any representations, warranties, or undertakings of any kind, express or implied, regarding:
· The truth, accuracy, or completeness of any information contained in this whitepaper;
· The feasibility, utility, or future performance of the $HABITAT token, Green Credits, or Energy Vouchers;
· The legal or tax treatment of token-related transactions in any jurisdiction.
This whitepaper does not constitute:
· A prospectus, offer document, or offer of securities in any jurisdiction;
· A solicitation to invest or participate in any investment activity;
· A contractual or legally binding agreement between you and Habitat or any of its affiliates.
No part of this document has been reviewed, authorized, or approved by any regulatory authority. Habitat reserves the right to revise, amend, or withdraw this whitepaper at any time without prior notice, and is under no obligation to update or provide clarification on any forward-looking statements or market references contained herein.
Cautionary Note on Forward-Looking Statements
Certain statements contained in this whitepaper may constitute forward-looking statements or speak of objectives, projections, or intentions that are subject to inherent risks and uncertainties. These statements may be identified by terms such as “expect,” “believe,” “intend,” “plan,” “will,” “may,” “could,” “anticipate,” “project,” “forecast,” and other similar terms.
Examples of forward-looking statements include, but are not limited to:
· Expectations of infrastructure deployment timelines and scale;
· Development of Habitat marketplace functionality and protocol upgrades;
· Projected energy capacity or utilization;
· Forecasted token mechanics, staking yields, or voucher redemption volumes;
· Expansion into specific jurisdictions or markets;
· Strategic partnerships or future governance plans.
· Such statements are speculative and involve factors beyond Habitat’s control, including:
· Regulatory changes or enforcement;
· Technical challenges or system vulnerabilities;
· Market volatility and token liquidity;
· Natural disasters, cyberattacks, or geopolitical disruptions;
· Shifts in public sentiment or market conditions related to crypto-assets or renewable energy.
No forward-looking statement should be interpreted as a guarantee of future results. Habitat makes no assurance that actual outcomes will align with any statements herein and disclaims any obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise. You should not place undue reliance on these statements.
Risk Disclosures
Participation in the Habitat ecosystem and interaction with the $HABITAT token and related infrastructure involves significant and inherent risks, including but not limited to:
(a) Regulatory Risk
The regulatory status of tokens, staking, and blockchain-based compute infrastructure varies by jurisdiction and may evolve rapidly. Legal restrictions, enforcement actions, or new legislation could materially impact the ecosystem, including potential token delistings, trading restrictions, or service interruptions.
(b) Technology Risk
The Habitat ecosystem is dependent on complex technical systems that may contain bugs, vulnerabilities, or configuration errors. Failures or exploits of smart contracts, consensus algorithms, or third-party infrastructure (e.g., DEXs) may lead to permanent loss of tokens or access.
(c) Market and Liquidity Risk
There is no guarantee of a liquid market for $HABITAT or Energy Vouchers. Prices may fluctuate widely based on market demand, external events, or speculative behavior. Tokens may be non-transferable or difficult to monetize.
(d) No Return or Profit Guarantee
Habitat makes no promise of returns, profits, or capital appreciation. The $HABITAT token is designed for functional access only. Any perceived or real appreciation in value is incidental and not intended as a financial incentive.
(e) Ecosystem Risk
The success of the Habitat project depends on the adoption of its infrastructure, ongoing access to surplus renewable energy, and demand for decentralized compute. There is no assurance that these components will perform as expected or be sustained long-term.
(f) User Responsibility
You are solely responsible for managing your private keys, wallet access, and understanding how to securely interact with decentralized technologies. No recovery mechanism exists for lost keys or compromised wallets.
By participating in the Habitat ecosystem or holding $HABITAT tokens, you expressly acknowledge these risks and agree that you are acting independently, without reliance on any warranty, guarantee, or representation by Habitat or its affiliates.
Disclaimer on the bottom of every page:
Legal Notice: This document is not an offer of securities or financial products. Access and participation may be restricted by law. Refer to Section: Legal Information for binding disclaimers, eligibility restrictions, and risk disclosures. Users act at their own risk.