WHITE PAPER PALEO COIN. A currency for sustainable food production action

Transcription

1 WHITE PAPER PALEO COIN A currency for sustainable food production action Change the world food market Be your own farmer, invest in a piece of ecological land. Be involved of the change the way world is producing food. Come back to a sustainable way.

2 Content LEGAL DISCLAIMER... 4 SUMMARY... 5 THE PALEO-ECOSYSTEM... 7 Terms... 7 The challenges of existing eco-farming... 7 Farming in the Paleo-Ecosystem... 7 Tokenization of Farms... 8 Transportation & Distribution... 9 Maintenance Costs and Expenses... 9 Insurance... 9 UTILITY TOKEN USE... 9 Introduction... 9 Purchase of fractional Right of Use... 9 Produce as a service Services of the Paleo ecosystem Exclusivity Taxation DISPUTE RESOLUTION Dispute over fractional Rights of Use (frous) Disputes over produce as a service Dispute resolution procedure ICO DETAILS The Paleocoin ICO Financial Details Token Distribution PROJECT TIMELINES Phase I: Preparation (March -- August 2018) Phase II: Pre-ICO (September October 2018) Phase III: ICO (Nov 2018) Phase IV: Ecosystem Creation (Dec 2018 Mar 2019) Pase V: Operation and Exchanges (Apr 2019 Dec 2019) Phave VI: Decentralization (Apr 2020 onwards) TEAM Core Team Advisors...Error! Bookmark not defined.

3 LEGAL RESTRICTIONS... 16

4 LEGAL DISCLAIMER The purpose of this White Paper is to present paleocoin, its technology, business model and the PLO token to potential token holders in connection with the proposed ICO. The information set forth below may not be exhaustive and does not imply any elements of a contractual relationship. Its sole purpose is to provide relevant and reasonable information to potential token holders in order for them to determine whether to undertake a thorough analysis of the company with the intent of acquiring PLO Tokens. All relevant legal information is contained in the Token Purchase Terms and the Token Purchase Agreement. This White Paper does not constitute an offer to sell or a solicitation of an offer to buy a security in any jurisdiction in which it is unlawful to make such an offer or solicitation. Neither the Estonian EFSA nor the United States Securities and Exchange Commission nor any other foreign regulatory authority has approved an investment in the tokens. Tokens might be subject to certain restrictions under US security laws. The paleocoin ICO is compliant with these rules and restricts access for US-citizens, greencard holders and residents of the US to the category of accredited investors, pursuant to the US Security Act Regulation D Rule 506 (4). All relevant legal information is contained in the Token Purchase Terms and the Token Purchase Agreement. Certain statements, estimates and financial information contained herein constitute forward-looking statements or information. Such forward-looking statements or information concern known and unknown risks and uncertainties, which may cause actual events or results to differ materially from the estimates or the results implied or expressed in such forward-looking statements. This English-language White Paper is the primary official source of information about the PLO token. The information contained herein may be translated into other languages from time to time or may be used in the course of written or verbal communications with existing and prospective community members, partners,etc. In the course of a translation or communication like this, some of the information contained in this paper may be lost, corrupted or misrepresented. The accuracy of such alternative communications cannot be guaranteed. In the event of any conflicts or inconsistencies between such translations and communications and this official English-language White Paper, the provisions of the original English-language document shall prevail Smart contract

5 SUMMARY Paleocoin is a utility token that can purchase rights to use agricultural land or to receive its produce. Currently agricultural land is cultivated by producers who interact with wholesalers to sell their produce. The agricultural products reach the consumers via retail chains who make mass purchase contracts with wholesalers. We find this process inefficient for the following reasons: a) Mass contracts prevent the entry of small producers and favor industrialized production b) Retailers need to store goods until consumers decide to buy them, which calls for increased shelf life, food disposal and usage of preservatives c) Producers are not rewarded enough, especially if they run small organic farms. We find that the traditional Producer to Wholesaler to Retailer to Consumer chain is very efficient for durable goods but, for the above reasons, not suitable for goods with short expiration dates such as organic food. Paleocoin seeks to solve this issue by converting the consumer into a produce owner. In the Paleocoin ecosystem the land owner is selling his right to use the farmland to various users in exchange for Paleocoins. The users are then entitled to receive the produce of their fraction of land or to offer it to other users in exchange for an annual fee. By spending Paleocoins each user can purchase the right to use a single tree instead of an entire farm. A main advantage of a token is that users do not need to sign traditional notarized contracts to own their share of farmland. This expensive and complex process can be done in a higher level on the part of the holding company. The users certify their right of use with smart contracts held in the Ethereum blockchain. The farmer in the Paleo-ecosystem provides agricultural services, such as cultivating the land, maintaining the trees, watering and harvesting. He/she is therefore not accountable for market price fluctuation, production loss due to natural disasters and other risks. These risks are transferred to the users, who have the right of use. Apart from the farmers other service providers can be transport companies, insurance companies, seed markets and other companies that are useful during the production and transport of the produce. The users are responsible for paying them to ensure that they receive the produce generated out of their farm ROUs.

6 Users can be consumers of their produce; however, they do not need to be. The users can well be retailers or restaurants. Wholesalers are not part of the Paleocoin ecosystem, since we do not consider that they belong to a chain of goods with short expiration dates. Since the users are owners of their produce they are entirely in control of it; they can consume it or sell it. Users will be able to buy their tokens during the ICO. After the ICO there will be no more tokens issued. New users, who wish to be part of the Paleo-ecosystem will need to buy their tokens from existing ones. Tokens will be freely exchanged in crypto-exchanges. The Paleo-users will be able to exchange them for Ethereum and thus gain access to liquidity. Since the users can be end consumers and not retailers there is a question on how the produce can be delivered to them in a timely manner that guarantees the freshness of the production. To solve this issue, it is necessary that the farms of the users are both within a reasonable distance from them and within a customs free zone. Also, an enhanced logistics system is necessary, which will deliver during non-working hours or temporarily store the produce in refrigerated locations, where the consumers can pick them up at their convenience. The Paleoecosystem will integrate with a P2P transport ecosystem, such as Shipchain.

7 THE PALEO-ECOSYSTEM Terms The following terms are used throughout the whitepaper: Paleo-ecosystem Paleofarm Paleouser Paleoconsumer Paleofarm owners Paleofarmer Paleocertifier Paleoweb frou The group of all farm owners, users and produce consumers who participate in the Paleo website. A tokenized farm that participates in the Paleo-ecosystem. A holder of the rights of use of a fraction or an entire Paleofarm. A consumer of Paleofarm produce, who does not necessarily owns the rights to use it. The legal owners of Paleofarms. The person who actually cultivates the land and is responsible for its produce. This person does not necessarily own it or own the rights to use it. A person or organization certifying that a farm is cultivated in an ecological manner. The website supporting the Paleo-ecosystem. The fractional Right of Use of a Paleofarm. The challenges of existing eco-farming A major problem of organic produce is the farmers inability to keep the standards demanded by the food chain. Supermarkets usually require high and constant quantities and often work on contracts that penalize the inability to deliver the contracted quantity. However, a major challenge in organic farming is the inability to calculate the final production, since microorganisms and worms periodically affect the production. Moreover, organic farming methods do not allow for a steady and high amount of production. Therefore, organic produce sometimes cannot reach the standards required by supermarkets and wholesalers. An additional problem, mainly found in non-gmo vegetables, is their inability to hold a long shelf life. This factor makes them vulnerable to long travel. Also a large amount of the organic food reaching the market ends up being disposed, because of their short shelf life. Farming in the Paleo-Ecosystem Farming in the paleo-ecosystem is organic. One of the main goals of the ecosystem is to spread organic farming to the world. Currently there is much necessity for organic food, however its supply is rather scarce and inconvenient. Consumers sometimes need to go to special stores, to find organically certified food. In addition, even organically certified food might not be truly organic. Since consumers have no overview of the production process, they cannot be sure that the cultivation process is 100% organic. In the paleo-ecosystem farming is controlled by the user. The user is solely responsible for the purchase of seeds, usage of organic methods to fight bugs, application of fertilizers etc. All expenses related to cultivation are approved and settled by the user as fractional owner of the right to use the land.

8 In the paleo ecosystem the land is controlled by the users. They form groups and collectively own the right of use on the land. Farmers still cultivate and maintain the land, however they follow the commands of the paleo-users instead of the commands of the market. The advantages for the consumers participating in the paleo ecosystem are numerous. A main advantage is their certainty of organic production, since they can control every aspect of the cultivation. Another advantage is the competitive price. Since they are practically the owners of their land, they only need to pay for the land cultivation, maintenance and transport if they decide not to do those tasks by themselves. By using the Paleo-ecosystem they can save on the wholesaler and retailer costs. For farmers this means that there is a steady demand of the land s produce. since the right of use is practically a commitment of the consumers to consume their own production. It also means that they are freed from the risk of losses incurred by natural disasters. Paleocoins are the utility tokens used in the paleo-ecosystem. They are not used to buy organic products, but they are used to buy fractional ownership of the right to use the land or to receive the produce of such fractional farms. Tokenization of Farms In the Paleo-ecosystem, users are fractional owners of land usage rights. Though they are not legal owners of land, they are owners of the right to use a fraction of a larger farm. This separation of legal land ownership vs. right to use the land saves them from various costs and procedures, including notary fees, legal costs and administrative expenses. It also opens the way to a simplified fractional ownership of land, without the necessity of a large investment. The tokenization process will be initiated by the farm owner. The farm owner will need to tokenize the fractions of the farm using an authorized external provider, such as Bankex. All the fractions will need to be thoroughly described along with pictures stored in the external provider. The provider will issue security tokens, each of them representing a fraction of the farm. Farm owners can ask advice from Paleo-ecosystem advisors, who will offer their services in the Paleoweb, the website of the Paleo-ecosystem. After the tokenization process is complete, the farm owners will list their tokens, representing the fractions of their farms, in Paleoweb. The fractions will be sold in an auction process. Farm owners will need to pay listing fees in Paleocoins to list their fraction tokens unless they list them without minimum purchase price. An auction will last for a period of one week to one month. If the listed fractions of the farm are sold to Paleousers, then the farm will become a Paleofarm. Paleofarms will need to perform annual inspections by Paleocertifiers, listing their services in Paleoweb. Paleocertifiers will offer their services exclusively in Paleocoins. The asset tokens representing fractions of Paleofarms will not carry ownership rights. The Paleofarm owners will remain the legal owners of land. The asset tokens will represent the right of use of the Paleofarm fractions, thus called frou tokens. The frou tokens will be security tokens issued by the Paleofarm owners. The entire farm will need to be tokenized, however not all frou tokens will need to be sold to Paleousers. The Paleofarm owners can be Paleousers themselves, thus they can retain fractions of their farm. Also Paleofarm owners can keep all the tokens of their farm and offer in the Paleoweb only the option to buy the farm s produce as a service (explained later).

9 Transportation & Distribution Maintenance Costs and Expenses The maintenance costs and expenses will be the responsibility of Paleousers. Such expenses include but are not limited to watering, electricity, seeds, labor costs and fertilizers. Expenses do not include transport costs of the final produce. Insurance Paleofarm insurance costs will be carried by the Paleousers. Paleousers will need to insure their Paleofarms, if they choose offer their produce as a service. UTILITY TOKEN USE Introduction In the Paleo-ecosystem transactions will be conducted in Paleocoins. At the beginning there will be three main uses of Paleocoins. Paleocoins will be spent to: a) Purchase fractional Rights of Use (frou) of Paleo-farms. Paleocoins will be exchanged to asset tokens issued by the Paleofarm owners. Those asset tokens will transfer the right to use a fraction of a Paleofarm from the Paleofarm owners to the Paleousers. Ownership of asset tokens will be long term (5 to 20 years) and transferable between members of the ecosystem. b) Purchase produce as a service rights. The Paleousers can offer their annual production as a service to Paleoconsumers against an annual fee calculated in Paleocoins. This will be an annual subscription offered by Paleousers and will not involve the transfer of ownership or the right of use to the subscribing members. The service will be short term (1 year). c) Purchase services in the Paleo ecosystem. Services will include certification of Paleofarms, listing fees, tokenization consulting and other expenses or services listed in the Paleoweb. Purchase of fractional Right of Use Each member of the Paleo-ecosystem will be able use their Paleocoins to buy the fractional right of use (frou) of farms. The participating farm owners will list their land on the Paleoweb along with the location, details and pictures of their farms. The Paleousers will be able to use their Paleocoins to buy frous of these farms. The right of use of the farms will be tokenized by authorized external providers, such as Bankex. After the sale the Paleocoins will be transferred from the Paleousers to the Paleofarm owners and the security tokens representing the fractions of the farm will be transferred to the Paleousers. Paleocoins will not entitle the frou of farms. The security tokens issued by the Paleofarm owners will represent the titles of the frou. Paleofarm owners will be able to exchange their Paleocoins for Ether in the exchanges according to the market price of Paleocoin at the time of redemption. Paleousers holding valid security tokens of frous will be entitled to use their fraction of land and exploit the produce as long as they hold the tokens. Each security token will be expiring at a preset number of years. After the expiration date the right of use will be transferred from the Paleouser to the Paleofarm owner. A typical length of frou will be between 5 to 20 years. The

10 Paleousers will be able to list their frou security tokens in the Paleoweb and sell them in exchange for Paleocoins. Produce as a service Paleousers, as exclusive rightsholders of the use of their fractional land, will be able to list and sell the land's produce in the Paleoweb. The produce will not be listed as individual products, but as an annual service. Paleoconsumers buying this annual service will receive the entire production of the Paleofarm fractions for the duration of one year. The Paleousers will offer this service at a cost paid in Paleocoins. Paleousers will have the obligation to maintain their fractions of Paleofarms for the duration of the service. They will also be obliged to insure their produce against natural disasters. Paleousers will bear the costs of all expenses associated to the production, thus Paleoconsumers will pay an all-in price. The price will be paid in Paleocoins. Paleousers will not be liable for transport. The produce will be offered at the Paleofarm and any transportation costs of the final produce will be paid by the Paleoconsumers. Services of the Paleo ecosystem Paleocoins will be used for services associated with Paleofarms. Such services include, but are not limited to, certification of Paleofarms, listing fees and tokenization consulting. Certification of Paleofarms will be obligatory for all farms in the Paleo-ecosystem. An annual certification process by independent certification providers will ensure that farms are ecologically cultivated. It will ensure that no harmful pesticides are used. It will also ensure that the seeds are not genetically modified. The certification providers will offer their service in Paleoweb and they will be paid in Paleocoins. Listing fees will be payable by Paleofarm owners, who wish to list their farms as well as Paleousers, who wish to list their produce as a service in Paleoweb. Listing fees will be payable in Paleocoins and will help maintain the website and keep it ads free. Tokenization consulting will be paid by Paleofarm owners, who wish to list their farms in Paleoweb, but are not confident to perform the tokenization process by themselves. All farm fractions listed in Paleoweb need to be tokenized by a tokenization provider, such as Bankex. The tokenization process needs to be performed in advance by the farm owner. The result of the tokenization process will be security tokens in the Ethereum blockchain, representing fractions of the farms. If the farm owners are unable to perform this process successfully by themselves, then they will be able to use the services of advertise consultants in the Paleoweb, who will charge a fee in Paleocoins for their services. Exclusivity Any service in the Paleo-ecosystem will be payable exclusively in Paleocoins. This will maintain the value of the Paleocoin as long as the Paleo-ecosystem is running. It will also ensure that the participants in the ICO will be able to use their coins after the launch of the Paleo-ecosystem. It is of course understandable that Paleocoin holders, especially service providers and farm owners, will need to receive their remuneration in fiat money. For this reason we will ensure that Paleocoin will be listed before the launch of the Paleo-ecosystem in decentralized exchanges. Decentralized exchanges will exchange the coins to Ether. Ether is exchangeable to fiat money at a variety of exchanges.

11 Taxation The users of the Paleo-ecosystem will be solely responsible for reporting their profits and their sales to the tax authorities of their country. More specifically the following revenues are taxable, depending on jurisdiction: a) Produce as a service VAT: In most jurisdictions the offering of goods and services to consumers is liable to value added tax (VAT). The price listed in Paleoweb will be VAT inclusive. The Paleouser offering the service will be liable to report and pay the corresponding VAT to the local tax authorities. b) Produce as a service Income: Many jurisdictions consider the income tax payable on the date of service delivery, rather than the date of the collection of remuneration. In those cases it does not matter when the Paleocoins are received or are exchanged to fiat currency, but rather when the service is delivered. Paleousers who offer their produce as a service in Paleoweb will be liable to report their income to the tax authorities at the appropriate time, depending on jurisdiction. c) Purchase of frous: Some jurisdictions will tax this purchase as an earning and some as a transfer of assets. The Paleofarm owner is responsible to be informed on the applicable laws and report the sale of the right of use of their land to the tax authorities. The Paleo-ecosystem will not be liable for inaccurate reporting of earnings of its members to the tax authorities. Each member of the ecosystem should get professional tax advice in their jurisdiction. The fact that the transactions are conducted in Paleocoin tokens does not mean that they are not taxable.

12 DISPUTE RESOLUTION It is normal that disputes might arise between the various participants of the Paleo-ecosystem. Some common dispute cases are discussed here. Dispute over fractional Rights of Use (frous) A contract will be issued for each frou token exchanged against Paleocoins in the Paleoecosystem. The contract will describe the surrender of the right of use on behalf of the legal land owner in favor of the Paleouser. However, we cannot expect that every farm owner will be trustworthy. For the case that the land owner does not surrender this right despite of having signed the contract, the following measures will be taken: a) The Paleocoins will be locked against exchange. The lock period will be described in the contract and in general the unlocking process will follow the duration of the contract. In case of a breach of contract on behalf of the farm owner, the contract will be terminated, the locked coins will be placed on the dispute resolution process and will eventually be returned to the Paleouser. b) Each contract will be governed legally by the jurisdiction where the farm is located. Though legal advice will not be offered, the Paleouser will be able to use the contract in a hearing. Disputes over produce as a service A contract will be issued for each produce as a service agreement between Paleousers and Paleoconsumers. The contract will describe the obligation of Paleousers, such as properly maintaining the land and insuring it against natural disasters. However, we cannot expect that every Paleouser will be trustworthy. In case the Paleouser fails to adhere to their contractual obligations, the following measures will be taken: a) The Paleocoins will be locked against exchange. The lock period will be described in the contract and in general the unlocking process will follow the duration of the contract. In case of a breach of contract on behalf of the Paleouser the contract will be terminated, the locked coins will be placed on the dispute resolution process and will eventually be returned to the Paleoconsumer. b) Each contract will be governed legally by the jurisdiction where the farm is located. Though legal advice will not be offered, the Paleoconsumer will be able to use the contract in a hearing. Dispute resolution procedure Paleocoins will have a lock functionality. This will ensure that they will not be exchangeable against Ether or transferable to another Ethereum wallet while they are locked. Every contract will bear the conditions and the periods of unlocking, but in general the Paleocoins will be gradually unlocked during the execution of each contract. At the conduction of every contract, the contracting parties will need to agree on the judges in case of dispute resolution. The judges will be other members of the Paleo-ecosystem and can be Paleousers, Paleoconsumers, Paleofarm owners or external providers, registered in the Paleo-ecosystem. By default for each frou contract the judges will be the Paleousers participating in the other fractions of the same Paleofarm and for each produce as a service

13 contract it will be the Paleoconsumers dealing with the same Paleouser in other contracts. However, these default judges can be overridden and changed at the start of each contract. Participants of a contract will be able to dispute the contract execution. In that case the predefined judges will be notified and asked if they want to participate in the dispute process. Judges who participate will receive a remuneration defined system-wide and this remuneration will be subtracted from the locked Paleocoins. Judges will need to get informed about the details of the dispute and vote in a predefined amount of time in favor of each party. At the end of the dispute process the locked Paleocoins will be released in favor of the party, which won the dispute. The dispute resolution will only concern Paleocoins and will be executable in the system. This does not mean that the disputing parties will not be able to hold the case against a court in the jurisdiction governing the contract. ICO DETAILS The Paleocoin ICO Paleocoins can be acquired during the Pre-ICO and ICO process. Ownership of paleocoins will be the only means of participation in the Paleocoin ecosystem. After the ICO Paleocoins will be available for purchase in various direct exchanges. No new paleocoins will be minted. Any unsold Paleocoins will be burned. New members of the paleo ecosystem will need to purchase their Paleocoins from existing members. Pre-ICO: September/October 2018: Whitelisted members (price depending on volume) ICO Sale I: Nov 1 st Nov 10 th : 30% discount (7 Euros = 1 Paleocoin) ICO Sale II: Nov 11 th Nov 20 th : 15% discount (8,5 Euros = 1 Paleocoin) ICO Sale III: Nov 21 st - Dec 1 st : 0% discount (10 Euros = 1 Paleocoin) Financial Details The ICO proceeds will be used to fund the following activities:

14 1. Purchase of Ecofarm usage rights (60%) 2. Token Stability Fund (20%) 3. Marketplace Creation (10%) 4. Incorporation/legal costs (5%) 5. Marketing (5%) Minimum SoftCap (1 millon ) Maximum HardCap (15 millons ) Token Distribution The Paleocoin total supply will be distributed as follows: 1. Founder Team: 10% 2. Advisors: 7% 3. Bounty Program: 3% 4. Token Sale Contributors: 80% Team, Advisors and Bounty tokens will be locked and released gradually (1% of the tokens every week). Unsold tokens will be burned. ICO Start Date: November 10, 2018 ICO End Date: December 1, 2018 PROJECT TIMELINES Phase I: Preparation (March -- August 2018) During this phase the following tasks will be executed: ICO preparation Legal framework Marketing material preparation

15 Phase II: Pre-ICO (September October 2018) This phase of the ICO will be open to whitelisted members only. Whitelist subscription will be open until the end of September 2018 and investments during this phase will be accepted until the end of October We expect to reach the soft-cap during the pre-ico phase. Phase III: ICO (Nov 2018) The main ICO will be divided in three parts with different discounts each. During the ICO the majority of the marketing funds will be spent in promoting the project and inviting consumers to participate in the ICO. Phase IV: Ecosystem Creation (Dec 2018 Mar 2019) During this phase the following tasks will be performed: Creation of the marketplace Creation of the ERC-20 token Purchase of Paleofarm usage rights Pase V: Operation and Exchanges (Apr 2019 Dec 2019) Operation of the marketplace will begin during this phase. Paleousers, Paleofarmers and Paleoconsumers will be able to use the Paleoweb to buy rights Paleofarm using their Paleocoins. During this phase the Paleocoin will be listed in various decentralized exchanges (DEX). The operation of the Paleocoin ecosystem will be monitored and adjusted by the corporation, which will organize the ICO. Phave VI: Decentralization (Apr 2020 onwards) The ownership of the Paleoweb will be given to its community. We will discontinue our supervision of the Paleocoin ecosystem, which will adopt a self-governance model. The corporation, which will organize the ICO, will be dissolved. TEAM Core Team Daniel Masllovet Daniel is an entrepreneur soul, and experienced IT project manager & director for more of 16 years in the IT sector. A ecological lover and block chain enthusiast, he launched in 2014 a startup ecologic food platform, where approach farmers to local consumers in Mallorca. He worked ERP Specialist implementing, developing and leading ERP software projects around the world. Angelos Kokkidis Angelos is a data scientist and software developer. His experience in software development has extended to Ethereum smart contract development and Solidity. He is a PhD holder in Data Mining and an MBA graduate of American University. He has launched a startup company in the area of tourism in 2002, has written two books and published scientific papers.

16 LEGAL RESTRICTIONS Paleocoin is meant to be a utility token. This means that the ownership of Paleocoin will enable its holders to participate in the Paleocoin Ecosystem. It will also be redeemable to products, tokens and services within the Paleocoin Ecosystem. The Paleocoin will not bear any ownership or voting rights. It will also not represent ownership of any asset, including farms participating in the Paleocoin ecosystem. Though by definition the Paleocoin should not be classified as security, we understand that there are certain jurisdictions that might consider it a security. Therefore the following restrictions of participation to the ICO apply: ICO participants need to comply with the following criteria: do not hold a US passport; are not in possession of a US Greencard; have no residence in the United States. o accredited investors under the US Securities Act, Regulation D, Rule 506, i.e.nvestors with a networth of more than $1m, excluding their primary residence, or with a net income of more than $ (if married a combined income of $ ). investors whose residency lies in Germany are limited to investments above SEC guidelines concerning Regulation D, Rule 506(c) demand that the issuer undertakes "reasonable steps" to secure that investors meet the above-mentioned criteria. In the Paleocoin ICO we apply the SEC safe harbor verification: investors have to submit a scanned confirmation by a securities attorney or certified public accountant that the investor is indeed verified as accredited. If such confirmation is not submitted funds already transferred shall be remitted to the investors wallet or bank account.