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An Overview of World Energy Engineering Congress 2010
Carolyn Roos, Ph.D. Northwest Clean Energy Application Center Washington State University Extension Energy Program December 8, 2010
RELCOST Financial: Financial Analysis of Energy Projects
Presentation Outline General overview Program use Overview of inputs Summary of results A review of input screens A quick look at each input screen to give you a sense of its look and feel and comprehensiveness. More content in this PPT than we can cover
Program Overview RELCOST for Financial Analysis of Energy Projects
Evaluate financial viability of energy projects Create financial statements needed for support Quickly evaluate performance visually Test sensitivity of viability to unknown factors Developed by Washington State University Energy Extension Program Northwest Clean Energy Regional Application Center
Find it On the Web Northwest Clean Energy Regional Application Center
Click on "Software, Resources and Links" Direct link: Also, available on our website Example analyses User's Manual PowerPoint presentations
Program Overview General purpose analysis tool
Can be used for any project with income streams and expenses But intended for a variety of energy projects Power generation District energy Combined heat and power Alternative energy Wind, Solar, Biomass, Geothermal, etc. Anaerobic digestion with multiple revenue streams
Program Overview A MicroSoft Excel spreadsheet template…
Template facilitates input From Rule-of-Thumb & preliminary input To detailed, project-specific factors Unprotected spreadsheet Create templates of common project types Any user familiar with Excel can customize All calculations visible Easy integration with other tools Excel used as output and input for many programs Extends reporting, analysis, & integration with the tools you use.
Program Use Evaluate energy projects
Ranking, prioritization Bid evaluation Contract negotiation Funding needs Sales price, valuation Policy analysis for most effective incentives Tax credits and exemptions Production incentives Bonus depreciation Grants and low interest loans Environmental credits
What It Does Not Do Must be used with other tools for analyses of:
Energy use System design and sizing Cost estimation Emissions calculation Plant simulation Power generation Renewable energy Requires input, such as system sizing, from other tools. Does not include a database of incentives available Refer to DSIRE database
Overview of Inputs Enter detailed input on a number of sheets
Expected Values Enter most likely values for: Plant Operating Factors Capital Expenditures Funding Plan Purchased Fuels O&M Expenses Major Expenses Income, Sales Offsets, RECs, Prod Incentives Taxes, Fees Dividends Cost Escalation Cash Accounts Cost Allocation Sensitivity Factors Multipliers to test variation from most likely values: Investigate Cost overruns Sales price changes Etc. Input sheets will be discussed in more detail later…
Four Types of Results More Than Life Cycle Cost Analysis
Pro-Forma Statements Income Statement Cash Flow Statement Balance Sheet Use of Funds Life Cycle Cost Analysis Net Present Value Internal Rate of Return Benefit-Cost Ratio Financial Indicators Margins (e.g. Gross Margin) Ratios (e.g. Debt-Equity ratio) Levelized Costs
Pro Formas Proforma financial statements that can be printed out for records, funding applications, tax purposes, etc. Income Statement Balance Sheet Use of Funds Cash Flow Stakeholders want to know your cash flow, earnings, expenses, etc. in every year of the project Lenders Equity investors Policy analysts Project developers
20 Year Analysis Period Results Example: Income statement has a column for each year 20 columns, one for each year Input Example: Carbon offsets in initial years of project is set to zero to account for M&V and registration. 20 columns to enable input in any project year
Visuals of Pro Forma Statements
Example: Net profit before taxes over 20 year period Example: Income statement in a particular year New graphs and charts easily added by user
"Financial Score Card"
Visual indicators of viability Red, yellow and green indicators Decision values defined by user
Sensitivity Analysis Sensitivity or "What If" Analysis
What if I have a cost overrun? What if I don't get the sales price I expect? What if I don't get the grant I'm expecting? How does that impact my internal rate of return? Sensitivity Factors and Results Shown Side-by-Side Identify which factors most impact the viability of your project Multiply inputs across many sheets all in one place for easy exploration of scenarios In example, electricity sales price is 90% of what is expected, multiplied through all input sheets
Sensitivity Analysis Spider Diagrams
Used to identify parameters that most affect viability Created using sensitivity factors to obtain several scenarios Horizontal: Variation of a parameter from its expected value Vertical: Indicator of project viability (e.g. NPV or IRR) The steeper the slope, the less sensitive viability is to a variation in the parameter Focus investigation on parameters with low slopes
Automatic Spider Diagrams
New version of RELCOST includes automatic creation of spider diagrams for easy investigation of scenarios Select performance measure and parameters Enter sensitivity factors to define scenarios Click the button to recalculate the spider diagram.
A Review of Input Sheets
General Information Plant Operating Factors Capital Expenditures Funding Plan Purchased Fuels O&M Expenses Major expenses (overhauls) Income, Sales Taxes, Fees Dividends (shareholder) Cost escalation Cash accounts
First Input Sheet General Information
RELCOST Tab of screen shot Enter basic info on plant and financial assumptions Facility Description Discount and inflation rates Dispatch and availability factors Inputs are blue. Calculated cells are green.
Plant Operating Factor
General Information Plant Operating Factor Dispatch factor How much of what can be generated occurs when there is demand for it? Availability factor How much of the time is the plant available to meet plant demands? Planned maintenance outages are also modeled here Other factors Optionally can use other factors, such as resource depletion and parasitic plant losses, to calculate dispatch and availability factors. Example: Low plant operating factor in first year to model start up of project Declining resource depletion due to plant age.
Capital Expenditures Plenty of space Current dollars
Three user-defined general categories, plus "below the line" expenses. Expenditures can occur in any project year Sufficient for detailed cost estimate, but does not preclude simplified estimate Current dollars All inputs are entered in current dollars with escalated values calculated
Depreciation "Recovery" of the cost of an asset whose value
declines over time Machinery, equipment, structures, etc. Three classes of capital expenditures that can be accelerated at different rates. IRS MACRS depreciation schedule library on drop-down menus
Funding Plan Three funding source types Up to 10 sources for each type
Loans, grants, equity Multiple types can be used in same project period Up to 10 sources for each type Any project year Multiple investors, lenders Monthly calculation used for borrowed funds Short duration loans Construction financing or working capital. Example shows one loan, one equity investment and three grants.
Income from Sales Nine sales income types Example income streams
Can be user defined for specific project needs Example income streams Power sales Heat, cooling sales Co-products Tipping fees Savings due to efficiency improvements Direct use by-products, such as flowers from heated greenhouse Example illustrates multiple products possible at anaerobic digester projects
Purchased Fuels Can have multiple fuel types or sources in same year
Applies operating factors to all project years Can have multiple fuel types or sources in same year Separate inputs for each project year Energy units can be changed Current dollars Input in current dollars Escalated values are calculated Example has low fuel usage in first year due to project start up
Operation & Maintenance
Plant operating factor applied to variable but not fixed costs. Multiple user-defined expense categories For example Misc. Fixed & Variable Property taxes & insurance Labor & benefits Overhead
Major Expenses Repeating or one-time major expenses
In example, a major maintenance expense of $30,000 occurs every 3 years beginning in year 5
Environmental Credits
Incentives proportional to production: Carbon Offsets Renewable Energy Credits Production Incentives In example, carbon offsets are set to zero and ramp up in 3rd year to account for time required for registration and M&V. In example, sensitivity factor for production incentive was set to zero because project took the ITC and so was not eligible.
Incentives Where to account for incentives
Grants and low interest loans are entered on "Funding Plan" Incentives proportional to production such as production incentives, carbon offsets and RECs can be entered on "Offsets, RECs" or on "Sales, Income" Tax exemptions, credits and holidays are entered on "Taxes & Fees" Bonus depreciation entered on "Depreciation" As indicated in the notes for this example Notes for this Biomass CHP example illustrates considerations.
Income Taxes and Fees Multi-jurisdictional: Tax incentives:
Federal, state, local Tax rates can vary by project year Tax incentives: Refundable tax credits Tax credit carry forward In this example, the state has a tax holiday for first year of project.
Cash Accounts Current Account and Operating Reserve Account
Interest bearing Accounts receivable & payable floats Transfers between current and reserve accounts e.g. for major overhaul, bond payment, etc.
Dividends Annual cash distributions made to investors
Dividend payout policies vary greatly User-defined logic can be created for specific projects.
Cost Escalation Escalation factors can be selected for each item.
Can be entered as relative to inflation In this example Option to add escalation factors and inflation is selected General inflation rate is 3% Electricity sales escalate at rate of 2% per year O&M under maintenance contract escalates at 12% every 5 years Option to add escalation factors to 3% general inflation Electricity sales escalated at rate of 2% per year -- 3% inflation minus 1% In this example, the facility has an O&M contract that specifies a 12% increase every 5 years. -- 9% plus 3% inflation
Escalation Forecasts Four escalation forecast types can be entered
None – costs are not escalated Conservative – lowest cost escalation Likely – most probable escalation Aggressive – highest cost escalation Forecast is selected on "What If" drop down menu "Likely" forecast selected in this example.
Cost Allocation Allocation of costs of sales
Used in calculating levelized costs In this example, 56% of costs are associated with electricity sales and 44% with steam savings Resulting levelized costs shown on "What If" tab. In this example, allocation was calculated by "efficiency method"
User's Manual Guide to financial analysis using RELCOST
Background on financial concepts References for cost data and typical values Modeling tips Information on incentives … more
Questions ? Carolyn Roos, Ph.D.
Northwest Clean Energy Application Center Washington State University Extension Energy Program Download blank spreadsheet, examples, and User's Manual at
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Salient Points of chiliZ
- YOU UNDERSTAND AND AGREE THAT CHILIZ TOKENS ARE NOT INTENDED TO CONSTITUTE A DIGITAL CURRENCY, COMMODITY, SECURITy, FINANCIAL INSTRUMENT OR ANY OTHER FORM OF INVESTMENT IN ANY JURISDICTION. THE TERMS, THE WHITEPAPER, AND ALL OTHER chiliz DOCUMENTS LINKED TO THE HOLDING AND USE OF chiliz DO NOT CONSTITUTE A PROSPECTUS OR OFFERING DOCUMENT AND ARE NOT A SOLICITATION FOR INVESTMENT AND DO NOT CONSTITUTE AN OFFER OF SECURITIES TO THE PUBLIC OR A COLLECTIVE INVESTMENT SCHEME. MALTA LAW DOES NOR REQUIRE THE PRIOR APPROVAL, NOTIFICATION, REGISTRATION OR LICENCE OF CHILIZ OR OF THE chiliz documents AND THEREFORE SUCH DOCUMENTS HAVE NOT BEEN FILED WITH OR APPROVED BY ANY MALTA GOVERNMENT OR OTHER AUTHORITY.
- you understand that, After the date of the Acceptance of these Terms, if there are any Regulatory actions, or changes to law or regulations imposed which are applicable in relation to Participation to the Crowd funding Event the acquisition of Tokens, and/or the holding and Use of CHILIZ and/or virtual currencies or other Tokens: (a) These Terms or any other chiliz documents may be changed significantly by the Company to ensure compliance with such regulatory requirements and (b) The Company retains the right to do all that is necessary to be in compliance with such regulatory requirements, including but not limited to ceasing operations (if necessary).
- YOU UNDERSTAND AND AGREE THAT TO THE EXTENT THAT YOU ARE NOT A PROHIBITED PARTICIPANT, IT IS SOLELY UP TO YOU TO ENSURE THAT NO PRIOR OR SUBSEQUENT APPROVAL, NOTIFICATION, REGISTRATION OR LICENCE IS NEEDED TO PARTICIPATE IN, ACQUIRE, HOLD AND/OR USE CHILIZ AND THE chiliz IF SUCH IS NEEDED, IT IS SOLELY UP TO YOU TO OBTAIN SUCH PRIOR OR SUBSEQUENT APPROVAL, NOTIFICATION, REGISTRATION OR LICENCE OR ANY OTHER FORM FOR THE PARTICIPATION IN, ACQUISITION, HOLDING AND/OR USE OF chiliz AND THE chiliz PLATFORM. AND ALL OF THIS IN THE COUNTRY WHERE YOU ARE A CITIZEN, NATIONAL, RESIDENT OR HAVING A SIMILAR CONNECTING FACTOR, OR INCORPROPATED, REGISTERED OR EFFECTIVELY MANAGED, AND YOU UNDERSTAND THAT THE COMPANY SHALL NOT IN ANY WAY BE LIABLE FOR ANY NON-CONFORMITY OF THE ABOVE BY YOU.
- YOU UNDERSTAND AND AGREE THAT CHILIZ CARRY NO RIGHTS, WHETHER EXPRESS OR IMPLIED, OTHER THAN THE RIGHT TO USE CHILIZ ON THE chiliz CHILIZ DO NOT REPRESENT OR CONFER ANY OWNERSHIP RIGHT OR STAKE, SHARE OR SECURITY OR EQUIVALENT RIGHTS, INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER FORM OF PARTICPATION RELATING TO THE COMPANY. CHILIZ DO NOT GIVE YOU ANY ENTITLEMENT TO ACQUIRE ANY SUCH INTEREST OR ENTITLEMENT IN RESPECT OF THE COMPANY.
Terms and Conditions of CHILIZ
Posted: ……th March 2018
Last Updated: …….th March 2018
Terms and Conditions of CHILIZ.. 3
Definition and Interpretation. 4
Purpose and Use of chiliZ.. 12
Privacy and Confidentiality. 13
Limitation of Liability and Indemnity. 14
Prohibited Participants & Other Limitations. 15
Assignability and Transferability. 15
Governing Law and Dispute Resolution. 16
PLEASE READ THESE TERMS CAREFULLY AND IN THEIR ENTIRETY. THIS DOCUMENT DESCRIBES THE TERMS AND CONDITIONS APPLICABLE TO THE PARTICIPATION IN THE CROWD FUNDING EVENT AND THE ACQUISITION, HOLDING AND USE OF CHILIZ AND THE USE OF THE chiliz PLATFORM.
Definition and Interpretation
The following words and phrases, wherever used herein, shall have the following meaning:
chiliZ ($CHZ) a utility cryptographic decentralized token based on the Ethereum protocol (ERC20 token) designed for direct utility within the chiliZ Platform.
chiliZ Documents all documents, annexes and other relevant information regulating the use of chiliZ including but not limited to the White Paper, the Private Placement Document, the Terms, the Privacy Policy and all information made available by the Company on the Website or elsewhere from time to time, and to the extent that they are still in force or applicable for that particular Participant.
chiliZ Platform a decentralized platform that the Company is developing or owns operating the basis of blockchain technology and smart contracts for the purpose of the chiliZ Project.
chiliZ Projectthe chiliZ Platform, powered by chiliZ token for the use and purpose of establishing, for the gamer community, (i) a fan-controlled, city based, globally scalable esports league and (ii) a universal sports and esports 'crowd control' platform capable of giving fans a direct voice to guide their favourite teams' management and strategy decisions as indicated in the White Paper and/or Website.
Company HX Entertainment Limited, a Company existing under the Laws of Malta with Company Registration no. C77290 and having its registered office at Level 3, Melita Court, Triq Giuseppe Cali, Ta' Xbiex XBX 1420, Malta.
Crowd Funding End Date unless otherwise determined by the Company, this shall be the last day of the Crowd Funding Event being either a date after the Crowd Funding Launch Date to be announced by the Company or any date after when sufficient funds have been raised for the allocation of the Total Token Placement.
Crowd Funding Event the offer, made by the Company, through a public reward based fundraising event, to accept contributions towards the Project, which contributions will be rewarded with an allocation of a determinate amount of chiliZ to participants according to the terms of the chiliZ Documents, to the extent applicable, and to the extent necessary shall include the Presale.
Crowd Funding Launch Date the day of the Crowd Funding Event to be announced by the Company on the Website.
Crowd Funding Period the period of time starting on the Crowd Funding Launch Date at 08:00 CET and ending on the Crowd Funding End Date at 24:00 CET during which an offer is made by the Company, through a public reward based fundraising event.
GDPR General Data Protection Regulation i.e. Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (general Protection Regulation).
Participant any person (natural or juridical), who intends to contribute and/or participate in the Crowd Funding Event and/or who intends to hold and/or use chiliZ and utitlises the chiliZ Platform.
Prohibited Participant (i) a natural person wishing to become a Participant and being a citizen, national, resident or having a similar connecting factor to;, or (ii) a juridical person wishing to become a Participant and being incorporated, registered or effectively managed and controlled form or in: a country, jurisdiction or territory where the holding and use of chiliZ and/or virtual currencies or other tokens at any other moment in time is prohibited by laws, regulations or other practices and policies in the said country, jurisdiction or territory, which is taken to include, but is not limited to U.S.A., or any other jurisdictions where the aforementioned are prohibited. This shall include any person representing or acting on behalf of such restricted prohibited participant/s in any manner or capacity whether openly or covertly.
Terms the terms and conditions governing the acquisition, holding or use of chiliZ at any moment in time, as stated herein, which may be updated from time to time and to the extent not covered by other Documents.
Wallet a private key, or a combination of private keys linked to an Ethereum-based digital wallet having a unique address and capable of accepting ERC20 tokens including chiliZ and which is necessary to acquire, hold and dispose of chiliZ.
Website shall include any of the website linked to the domain www.chiliz.com and/ or the website linked to the domain www.chiliz.io and all subdomain/s of such website/s or any other website/s as indicated by the Company from time to time.
White Paper the initial indicative document prepared and issued by the Company, utilised to explain the chiliZ Platform, the chiliZ Project and the use of chiliZ to Participants.
The reference to the terms "country", "jurisdiction" and "territory" may be used interchangeably within the Terms and shall have the same meaning and shall also be taken to include any determinate geographic location to the extent applicable in the Terms.
The reference to the term "holding" used within the Terms with respect to the holding of chiliZ shall be construed to include holding in any manner including but not limited to 'ownership' and 'possession', whether in the Participant's own name or on behalf of others.
The term "use" with respect to the use of chiliZ shall be construed to include 'trade', 'barter', 'exchange' or 'utilizing' of chiliZ in any other manner, whether in the Participant's own name or on behalf of others.
The term "Wallet" shall be construed to include 'digital vault' or other storage mechanism and these terms may be used interchangeably within the Terms.
The terms "you" "your" "he", "contributor" and "participant" may be used interchangeably within the Terms and shall have the same meaning as the definition of Participant above.
The headings in the Terms are inserted for convenience only and shall not affect its construction.
Where the context so requires, the use of the masculine gender shall include the feminine and/or neuter genders and the singular shall include the plural, and vice versa.
The Terms shall constitute an agreement between the Participant and the Company and shall govern the participation in the Crowd Funding Event, the acquisition, holding or use of chiliZ, as updated from time to time, to the extent not covered by any of the other chiliZ Documents.
The Company is the issuer of chiliZ and the owner and operator of the chiliZ Platform. Information on chiliZ and the chiliZ Platform may be found in the chiliZ Documents as updated by the Company from time to time or in any other way.
The Participant and the Company shall each hereinafter be referred to as the "Party" and collectively as the "Parties".
Acceptance of Terms
By participating in the Crowd Funding Event and/or holding and/or using chiliZ and/or the chiliZ Platform at any moment in time, the Participant confirms that he has read, understood, agreed and accepts to be bound by these Terms, which shall immediately be effective and binding on and between the Parties. Should the Participant not agree to the Terms, the Participant shall not be authorised to use chiliZ and the chiliZ Platform.
The Participant understands and agrees that the Terms can be changed for any other reason by the Company (as noted elsewhere in these Terms) and it is up to the Participant to ensure that he is aware of the latest terms as available on the Website or via any other means.
The Participant hereby represent and warrant that, to the extent permitted by law, he is authorised to participate in the Crowd Funding Event, to acquire, to hold and/or use chiliZ in his country, that he is of a legal age to be bound by these Terms and that he has all necessary power and authority to enter into the Terms.
The Participant hereby further represents and warrants that he understands the usage and intricacies of cryptographic tokens, smart contract functionality, token storage mechanisms (including wallets) and has sufficient understanding of technical, financial and business matters, and he appreciates and assumes the risks and implications of holding and using similar tokens.
Risk Factors
The acquisition of chiliZ by means of the Crowd Funding Event or an acquisition and/or use of chiliZ as well as the use of the chiliZ Platform at any moment in time, carries with it a number of risks. The Participant should carefully weigh all the risks and possible costs, including the non-exhaustive list of risks described in the Terms.
The following is a non-exhaustive disclosure of principal risk factors which are considered to be material by the Company in connection with the Crowd Funding Event, and the acquisition, holding and/or use of chiliZ as well as the use of the chiliZ Platform at any moment in time. Participants should consider these risk factors alongside all other information provided in the Terms and are advised to consult with their own professional advisers (including their financial, accounting, legal, tax, technical or other advisers and experts) before deciding to obtain chiliZ. In addition, Participants should be aware that the risks described herein may combine and thus intensify one another.
The Company believes that the following risk factors may even affect its own business, as well as the external valuation of chiliZ (which external valuation is beyond the scope and purpose of the reason behind the chiliZ Platform and the Company's Business). Most of these risk factors are contingencies which may or may not occur and the Company is not in a position to predict the likelihood of such contingency occurring.
The Participant hereby understands and agrees that chiliZ are merely pre-payment tokens to gain access to the team crowdmanagment environment through the application of scalable, blockchain based team voice slots available on the chiliZ Platform. As noted elsewhere in the Terms, chiliZ are not being structured or sold as a digital currency, commodity, security, financial instrument or any other form of investment in any jurisdiction. Accordingly, none of the information presented in the chiliZ Documents is intended to form the basis for any investment decision, and no specific recommendations are intended.
By acquiring, holding and using chiliZ, the Participant expressly acknowledges and assumes the following risks:
General Suitability of token acquisition
The acquisition of chiliZ from the Company is only suitable for financially sophisticated persons who are capable of evaluating the merits and risks of such an acquisition, or other persons who have been professionally advised with regard to token acquisition and who have sufficient financial resources to be able to bear any losses that may arise therefrom (which may be equal to the whole amount spent in connection with the token acquisition). Such an acquisition should not be seen as an investment or a financial asset.
Risk of losing access to chiliZ due to loss of Private key/s, Custodial Error or Participant Error
A Wallet is necessary to acquire, hold and dispose of chiliZ. The Participant hereby understands that he is responsible for setting up the Wallet with a third-party provider to hold chiliZ and he is responsible for implementing reasonable measures for securing the Wallet. Accordingly, loss of requisite private key/s associated with the Wallet holding chiliZ will result in loss of such chiliZ and any other cryptocurrencies and/or tokens held within. Moreover, any third party that gains access to such private key/s, including by gaining access to login credentials of the Wallet that the Participant uses, may be able to misappropriate the Participant's chiliZ. Any errors or malfunctions caused by or otherwise related to the Wallet that the Participant chooses to receive and hold chiliZ including the Participant's own failure to properly maintain or use such wallet or caused as a result of the choice of third party provider for the Wallet, may also result in the loss of chiliZ Additionally, the Participant's failure to follow precisely the procedures set forth in the Terms for acquiring and receiving chiliZ including but not limited to, the provision of the wrong Wallet address for receiving chiliZ may also result in the loss of his chiliZ.
Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Ethereum protocol, (ERC20 tokens) chiliZ are susceptible to attacks by miners in the course of validating chiliZ transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the chiliZ Platform and/or chiliZ, including but not limited to, accurate execution and recording of transactions involving chiliZ.
Risk of Hacking and Security weakness
Hackers or other groups or organisations may attempt to interfere with chiliZ in a number of ways, including, but not limited to denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks, and any such similar events which could have an impact on chiliZ, the chiliZ Platform and the Services the Company may offer from time to time.
Risk of Security weakness in the Smart Contract, Website and chiliZ Source Code or any associates software and/or Infrastructure
There is a risk that the Smart Contract, Website, the chiliZ Platform and chiliZ may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of chiliZ; the source code of the Website is open and could be updated, amended, altered or modified from time to time. The Company is unable to foresee or guarantee the precise result of an update, amendment, alteration or modification. As a result, any update, amendment, alteration or modification could lead to an unexpected or unintended outcome that adversely affects chiliZ and/or the Website. As a result, chiliZ may be lost.
Risk of no Listing or low/no Liquidity
chiliZ are intended to be used solely for the chiliZ Platform and the Company will not support or otherwise facilitate any secondary trading on an exchange or the secondary market or the external valuation of chiliZ, which are all beyond the scope and purpose of the chiliZ Platform. This restricts the contemplated intended use of chiliZ only to the chiliZ Platform and could therefore create illiquidity risk with respect to chiliZ that the Participant owns. Even though there are currently online services available which enable exchange of cryptographic tokens with other such tokens or even enable the exchange of cryptographic tokens for fiat money, there are no warranties and/or guarantees that chiliZ will be made available for exchange with other cryptographic tokens and/or fiat money, and no guarantees are given whatsoever with regard to the capacity and/or volume of such exchange/s. It shall be explicitly cautioned that such exchange, if any, might be subject to poorly-understood regulatory oversight, and the Company does not give any warranties in regard to any exchange services providers. Users including the Participant, if applicable, might be exposed to fraud and failure affecting those exchanges. In any case, it is not the Company's aim to enable exchange of chiliZ for other cryptographic tokens or for fiat currency and it shall therefore not commit to any endeavours to list chiliZ on such exchanges or any secondary markets.
Risks of an eventual unfavourable fluctuation of ETH or chiliZ' value
The chiliZ Platform is intended to be financially self-sufficient and self-financing after the Crowd Funding Event and the Company commits to have no specific interest in the market value of chiliZ. Nevertheless, if the value of BTC, ETH and/or chiliZ fluctuates, the Company may not be able to fund development to the extent necessary, or may not be able to develop or maintain the chiliZ Platform in the manner that it intended. In addition to the usual market forces, there are several potential events which could exacerbate the risk of unfavourable fluctuation in the value of ETH or chiliZ including another DAO-like attack on the Ethereum network, or significant security incidents or market irregularities at one or more of the major cryptocurrency exchanges.
Risk of Malfunction in the Ethereum Network or any other Blockchain and of Competing Platforms
It is possible that chiliZ are interacting with malfunctions in an unfavourable way, including but not limited to one that results in the loss of chiliZ or prevent their use on the chiliZ Platform. It is possible that alternative platforms could be established that utilise the same open source code and protocol underlying the chiliZ Platform and attempt to facilitate services that are materially similar to the chiliZ Platform. The chiliZ Platform may compete with these alternatives, which could negatively impact and chiliZ Platform, including the utility of chiliZ for use of the chiliZ Platform.
Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, chiliZ are uninsured unless the Participant specifically obtains private insurance to insure them. Thus, in the event of loss of chiliZ or loss of chiliZ's value, there is no public insurer, such as the Investor Compensation Scheme or private insurance arranged by the Company to offer recourse to the Participant.
Risk associated with uncertain Regulations and enforcement actions
The regulatory status of tokens in general, Initial Token or Coin Offerings, Crowd Funding Event and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including the chiliZ Platform and the chiliZ. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement regulatory actions or changes to law and regulation affecting distributed ledger technology and its applications, including the chiliZ Platform and the tokens. Regulatory actions or changes to law and regulation could negatively impact chiliZ and the chiliZ Platform in various ways, including, but not limited to, a determination that the acquisition, holding and use or disposal and transfer of chiliZ constitutes a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the acquisition, contribution, sale and delivery thereof. The Company may cease operations or interrupt the Crowd Funding Event in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable or no longer viable to obtain the necessary regulatory approval/s to operate in such jurisdiction or to provide the chiliZ Platform.
Risk arising from Taxation
The tax characterization of chiliZ is uncertain. The Participant must seek his own tax advice in connection with purchasing chiliZ, which may result in adverse tax consequences to him, including withholding taxes, income taxes and tax reporting requirements.
Risk of insufficient interest in chiliZ and the chiliZ Platform
It is possible that chiliZ and the chiliZ Platform will no longer be used by a large number of individuals, companies and other entities or that there will be limited interest in the use of chiliZ and the chiliZ Platform. Such a lack of use or interest could negatively impact the development of the chiliZ Platform and therefore the potential utility of chiliZ.
Internet Transmission Risks
There are risks associated with using chiliZ including, but not limited to, the failure of hardware, software, and Internet connections, or other technologies on which the chiliZ Platform or the use of chiliZ relies. Such failures may result in disruptions in communication, errors, distortions or delays when using chiliZ and the chiliZ Platform or the Website.
Risk of Dissolution of the Company
It is possible that, due to any number of reasons, including, but not limited to, a decrease in chiliZ's utility, the failure of commercial relationships, or intellectual property ownership challenges, unfavourable market conditions and added compliance and regulatory obligations, the use of the chiliZ Platform may no longer be viable to be offered or the Company may need to cease trading and be dissolved and liquidated.
Risk arising from Lack of Governance Rights
Since chiliZ do not represent or confer any ownership right or stake, share or security or equivalent rights, intellectual property rights or any other form of participation relating to the Company, all decisions involving the Company will be made by Company at their sole discretion, including, but not limited to, decisions to transfer more chiliZ for use, to sell or liquidate the Company. These decisions could adversely affect the utility of that the Participant holds.
Regulatory Risks and Market Risks
The Company and by operation of the chiliZ Platform, are subject to a variety of domestic and/or EU and international laws, regulation and directives, including those with respect to privacy and data protection, consumer protection, data security, and others. These laws, regulations and directives, and the interpretation or application of these laws, regulations and directives, could change. In addition, new laws, regulations or directives affecting the Company, the chiliZ Platform and chiliZ could be enacted, which could impact the utility of chiliZ and their use on the chiliZ Platform. Additionally, the Participants are subject to industry specific laws and regulations or licensing requirements. If any of the Parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact chiliZ and the chiliZ Platform, including the chiliZ' utility on the chiliZ Platform The Participant hereby accepts the risk that in some countries chiliZ might be considered, now or in the future, a Security Token. In this case the Company gives no representations, warranties or guarantees that the Utility Tokens are not considered to be Security Tokens in all countries. The Participant hereby accepts to be solely responsible of the legal, financial and any other risks connected to chiliZ as a security in his country and to be the only responsible to check if the holding, using and the disposal of chiliZ is legal in your country.
Also, changes in laws, regulations and directives governing the Company's operations may adversely affect their business and consequently the chiliZ Platform. Any change in the Company's tax status, or in taxation legislation in Malta or elsewhere, could affect the value of its financial holdings, its business and the Company's ability to achieve its business objective and continual commitment to the development of the chiliZ Platform.
Other Inherent Risks
The Participant understands and accepts the inherent risks associated with chiliZ, to the extent not covered elsewhere in the Terms, including, but not limited to, risks associated with (a) money laundering; (b) fraud; (c) exploitation for illegal purposes; and (d) any other unanticipated risks.
Unanticipated Risks
Cryptographic tokens such as chiliZ as well as blockchain are a new and untested technology. In addition to the risks included in the chiliZ Documents there are other risks associated with the Participant's acquisition, holding and use of chiliZ , including some that the Company cannot or may not anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks discussed in the chiliZ Documents.
The Participant hereby represents and warrants that he will take sole responsibility for any restrictions and risks associated with the holding or use of chiliZ. If any of the risks, mentioned in the Terms are unacceptable or the Participant is not in the position to understand, the Participant should not acquire, hold or use chiliZ.
Purpose and Use of chiliZ
chiliZ is intended solely to be used on the chiliZ Platform.The Participant can utilise chiliZ solely on the chiliZ Platform.
As already stated in the Terms, the intention of chiliZ is not to be transferred to third parties. However should the Participant transfer chiliZ to other parties in any manner and under any title, the Participant shall be responsible to ensure that such transfer is in compliance with the applicable rules and regulation, and the Company shall not be held liable for any loss or damages than may occur.
The Participant understands and accepts that the acquisition of chiliZ is final and non-refundable and is limited to its use on the chiliZ Platform. The Participant acknowledges that he has no right to request a refund for any reason.
Privacy and Confidentiality
In line with its Privacy Policy, the Company values Participants' privacy by not requesting any information that is unnecessary for the holding and use of chiliZ and/or for the use of the chiliZ Platform or to abide with obligations under applicable law. The Company commits itself to do its utmost to ensure that its directors, officers, members, employees, agents, attorneys, representatives, affiliates and associates shall not disclose to any person, any non-public proprietary, documents or confidential information which we may have obtained as a result of the relationship between the Parties under the Terms except to the extent necessary further to any law, regulations, rules or agreements.
Nevertheless, the Company shall be entitled, at any time, to request from the Participant information and/or documentation that the Company, in their sole discretion, deem fit and necessary in order to comply with any applicable law or regulation in connection with the holding and using of chiliZ and the use of the chiliZ Platform. The Participant agrees to provide the Company with such information promptly upon request, and he acknowledges that the Company may not provide access to the chiliZ Platform until the Participant provides such requested information and the Company have determined that it is permissible under applicable law or regulation. The Company reserves the right to require more due diligence documentation in compliance with any new or amended regulation which may come into force in the future.
Furthermore, the duty of confidentiality does not extend to communications in furtherance of an illegal purpose nor to documents or facts showing the commissions of a crime or fraud. Moreover the Company are subject to the duty (without need to informing the Participant) to notify the police if the Company suspects that any property or money represents proceeds of corruption, drug trafficking or other consequences of any disclosure where the Company act in good faith in accordance with applicable law and the Participant acknowledges that the Company are not bound by confidentiality obligations when the disclosure is necessary in the Company 's opinion to protect their own interest
Anti-Money Laundering
The Company reserves the right to question the Participant and to request documentation necessary for Know Your Client purposes as well as proving the source of funds utilised to acquire chiliZ prior to providing access to the chiliZ Platform. The Company also reserve the right, at their sole discretion, to terminate a Participant's use of chiliZ on the chiliZ Platform and any other requested related or unrelated services or any portion thereof at any time, without notice, in particular due to legal grounds originating in anti-money laundering and Know Your Client regulation and procedures.
Taxation of Tokens
Further to the risks in relation to taxation as outlined in the Terms, the Participant bears the sole responsibility to determine and comply with any factual or potential tax liability, if any, resulting from the acquisition of, the holding, use or disposal of chiliZ. The Company is not in any way and under no condition bound to compensate for his tax obligation or give any advice related to tax issues, including but not limited to what kind of filing or reporting he needs to do with the competent tax authority, which taxes and to which extent he is obliged to pay, which tax exemptions he is eligible to, or any other similar verifications and/or obligations.
Limitation of Liability and Indemnity
The Participant hereby understands and agrees, that entering into the Terms, acquiring, holding, receiving and using chiliZ for any other reasons except for use on the chiliZ Platform may carry serious risks (as listed in the Terms) and losses and these risks and losses are irretrievably and fully accepted by the Participant.
The Company shall not be liable for any of the following losses, including but not limited to increased or additional costs, loss of profits, loss of revenue or income, trading losses, loss of opportunity, loss of bargain, loss of time, loss of data or consequential, incidental, special, indirect losses as may be incurred or suffered by the Participant for any reason including but not limited to as a consequence of the the non-exhaustive list of risks described in the Terms (even if such damages or losses are foreseeable or even if the Company has been advised of the possibility of such damages or losses).
The Participant further acknowledges and agrees that in no event shall the Company be liable for any damages, losses, diminution in value, charges, liabilities, claims (including claims of negligence, tort or quasi-tort or other breach), demands, actions, suits, proceedings, payments, judgments, settlements, awards, assessments, deficiencies, interest, penalties and costs and expenses (including reasonable attorneys' and consultants' fees and expenses) imposed on, sustained, incurred or suffered by, or asserted against the Company, directly or indirectly relating to or arising out of the Participant's participation in the Crowd Funding Event, or any acquisition, holding or use of chiliZ at any moment in time, or use of the chiliZ Platform, including but not limited to any breach by the Participant of these Terms or violation of any law, rule, or rights of a third party. The Participant agrees to indemnify the Company for any legal fees or other costs that are incurred by the Company or any other indemnified parties as a result of the Participant's actions.
Furthermore, Company shall not be responsible for any losses or damages arising in connection with:
- force majeure events, including acts of God, earthquakes, storms, or other nature events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war;
- any labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or smart – contract bugs or weaknesses, technological changes, changes in interest rates or other financial or monetary conditions;
- reliance on any information contained in the chiliZ Documents, any error, omission or inaccuracy in any such information or any action resulting from such information.
For the purpose of this limitation of liability clause the "Company" shall be deemed to include any directors, officers, members, employees, agents, attorneys, representatives, affiliates and associates.
The Company may terminate or suspend the Participant's access to the chiliZ Platform without prior notice or liability for any reason whatsoever, including but not limited, if the Participant breaches the Terms. Nothing in these Terms or in any other communication or action by the Company or its directors, officers, members, employees, agents, attorneys, representatives, affiliates and associates should be construed as a waiver of any legal remedies available for any event causing termination.
All provisions of the Terms which by their nature should survive termination, shall survive termination, including but not limited to, limitations of obligations or liability and indemnity.
Prohibited Participants & Other Limitations
chiliZ are not available to (i) any Prohibited Participants, as defined in the Terms, who are prohibited from acquiring, holding and using chiliZ or any cryptocurrencies and/or tokens generally or (ii) to Participants in countries where any special or particular prior or subsequent approval, notification, registration or licence is needed without first obtaining such approval, notification, registration or licence and consequently would be excluded from being a party to the Terms, whether directly or indirectly.
These Terms shall only apply and chiliZ shall only be useable in such countries where the use of chiliZ as described in the chiliZ Documents is not prohibited by law or regulation.
Any potential Participant considering participating in acquiring, holding or using chiliZ and the chiliZ Platform is required to obtain information on whether he is a Prohibited Participant and, if applicable, to inform themselves about, and to observe, any restrictions imposed upon them by any jurisdiction other than the laws of Malta.
Assignability and Transferability
The Company may at their own discretion, assign, transfer, license, subcontract or otherwise transfer or alienate in any other manner all or any part of its rights, benefits or obligations with regard to chiliZ and the chiliZ Platform under the Terms to any person without restriction.
Changes to the Terms
The Company may, in their sole discretion and for any reason, revise or make changes to the Terms from time to time and without prior notice by posting the revised version of the Terms on the Website and, if a revision to the Terms is material, the Company will make a notice of such on the Website or otherwise notify the Participant of the new Terms. The revised Terms will take effect immediately upon publication by the Company and revised terms will not apply retroactively. If the Participant does not agree to the modified terms, he should discontinue the holding and use of chiliZ and the chiliZ Platform.
If any term, clause or provision of the Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from the Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of the Terms.
Entire Agreement
The Terms (and chiliZ Documents if applicable) constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to this subject matter.
Governing Law and Dispute Resolution
By accepting the Terms, the Participant hereby agrees that the legal relationship between the Company and the Participant and the questions concerning the construction, validity, enforcement and interpretation of the Terms shall be governed by and construed in accordance with the law of Malta.
Any dispute, controversy or claim arising out of or relating to or concerning these Terms, or the breach, or invalidity thereof, shall be settled by arbitration in accordance with the provisions of Malta Arbitration Act, Chapter. 387 of the Laws of Malta and shall be regulated by the Arbitration Rules, in force from time to time, promulgated under the authority of the said Act. The Participant waives any right it may have to object to any action being brought in the forum, to claim that the action has been brought in an inappropriate forum, or to claim that the forum does not have jurisdiction.
Contact Details
If you have questions regarding chiliZ or the chiliZ Platform, you may contact the Company via telephone (+356 20607777) or via email ([email protected]).
Posted: March 1nd, 2018

subset: commoncrawl


text:
Playing Over Turnarounds
The goal of this series is to actually put a lick under your fingers. Here, there's no more searching for ideas in the sea of jazz theory information. We'll give stuff you need to play and be creative. Today, we're going to discuss playing over turnarounds.
Let's get started on the concept!
Lick Example
Today's idea is taken from the February 2016 Tune of the Month Club for the song, "My Funny Valentine". We're going to give you some material to play over the classic iii-vi-ii-V turnaround which can be applied to other turnarounds.
You've probably seen the iii-vi-ii-V turnaround in tons of tunes and perhaps you didn't know how to approach them. The great thing about this material is that you can easily apply it to I-vi-ii-V progressions, since the I and iii are related.
The Theory
Often times, in a iii-vi-ii-V progression, we are looking at the iii-vi as the minor ii-V of the ii. In our case, the chords are Am7-D7-Gm7-C7, so we consider the Am7-D7 as the II-V going to the G minor chord. And that's why we would then make our regular Am7-D7 into what we call a minor ii-V with the chords Am7b5-D7b9 going to Gm7-C7.
Sometimes, however, this is treated as iii-vi-ii-V without any modifications, which would leave it as Am7-D7-Gm7-C7. If this is the case, you would simply change any Eb notes that are being playing over the Am7 to E natural.
You could theoretically continue going down to F-7 / Bb7, Eb-7 / Ab7, etc., but here we have reached our target chord: Fmaj7.
Download ALL of the shapes here: "Playing Over Turnarounds" - PDF (includes TAB)
More Examples
Next, we will look at a few more examples with ideas that you can play over the same progression.
Example A
Here is Example A. This one is simply an ascending arpeggio that jumps back to lead into the 3rd of the D7 chromatically. Then, there's another arpeggio for the ii chord that leads into a descending scale pattern to the 3rd of the F major.
Example B
Next, we have Example B. Here is a somewhat similar approach with more of a focus on making use of triads. Here we have Cm over the Am7b5, D major over the D7, Bb major over the Gm, and finally C major over the C7 ending on the 7th of the F.
Example C
Lastly, we have Example C. This example is a bit of a mix of the first two. It makes use of chromatic approach patterns followed by triads to create some nice variety.
Jump In
Now's when you can jump in and try it for yourself. In our YouTube video, I take a few turns trying this, then I comp for you! Have fun!
Download ALL of the shapes here: "Playing Over Turnarounds" - PDF (includes TAB)
Thanks for joining us for Hands-On Jazz Guitar, Volume 8. Hopefully, you won't freeze when you see those turnarounds anymore. You will find that you can use this material over lots of different things. Be sure to explore for yourself and really make this material your own.
Please ask us questions, and give us feedback. We're here for you. And if you like our video, please subscribe to our YouTube channel, where you can find so many more videos like this.
You can also tell your friends, and everyone else by sharing this lesson. Spread the word!
Once again, remember, if any of this sounds like a foreign language to you, our Jazz Improv 101 course has got you covered!
Marc-Andre Seguin is the webmaster, "brains behind" and teacher on JazzGuitarLessons.net, the #1 online resource for learning how to play jazz guitar. He draws from his experience both as a professional jazz guitarist and professional jazz teacher to help thousands of people from all around the world learn the craft of jazz guitar.
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Lisa Watson, M.S.
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Areas of Expertise: Physical Education, Exercise Science
Office: Gainesville
View CV
Areas of Expertise: Physical Education, Exercise Science
OverviewLisa Watson has been teaching physical education for over 30 years, and has been at Gainesville State College (now University of North Georgia) for nearly 29 years. She has a background in both physical education and exercise science. During her tenure at this institution, her main focus has been teaching the health/wellness and various activity courses for the physical education requirement. As a competitive swimmer and tennis professional, she has organized intramural swim meets and tennis tournaments for the students for many years.
Courses TaughtHealth/Wellness; beginning & advanced tennis; fitness swimming; fitness walking; aerobics; CPR & First Aid; Lifeguard Training; Dance
- M Ed, Exercise Science , Georgia State University , 1983
- B.S. , Physical Education, University of Florida , 1975
Research/Special InterestsPersonal Fitness
Work Experience2013 - University of North Georgia
1985-2012 - Gainesville State College
1983-1985 - Clayton State College


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Joint EDS, TNU and SLSU MBA class in Vinh Phuc City, Vietnam
Joint EDS, TNU and SLSU MBA class in Bac Ninh City, Vietnam
From September 2009 to October 2010, EDS have completed training for more than 500 MBA students enrolled in the Southern Luzon State University MBA Program in collaboration with International Training Centre, Thai Nguyen University.
The EDS faculty of Professor Dr. Pete Ooi and Professor Sue Lim taught the following MBA subjects: Art of Negotiation, Strategic Humen Resource Management, Financial Management, Supply Chain Management and Strategic Planning & Implementation.
With effect from September 2010, EDS have been assigned to conduct 6 subjects in the Southern Luzon State University DBA Program in collaboration with International Training Centre (ITC), Thai Nguyen University.
Joint EDS, TNU and SLSU MBA class in Bac Ninh City, Vietnam together with Dr Ben Lee, President of EDS Business School and Senator Mustafa Kamal, Member of Senate, Malaysia
Another of the joint EDS, TNU and SLSU MBA class in Vinh Phuc City, Vietnam
About Thai Nguyen University
Thai Nguyen University is one of the largest public university in Vietnam, founded in 1994.
Mission of TNU: Training high quality human resource; conducting researches on scientific technologies and management; verifying and proposing solutions and sustainable development policies, contributing to the socio – economic development of the region towards industrialization and modernization.
- Lecturers : 2112
- Professors and Assoc. Prof. : 60
- Ph.D. : 205
- Masters : 933
- Total students : 69,174
For more info about TNU, please visit http://www.tnu.edu.vn/
The joint EDS, TNU and SLSU MBA class at the campus of International Training Centre at Thai Nguyen University.
News by EDS Team @ 27 October 2010.
You are welcome to contact EDS Team at +604-3984306 or email at email@example.com for more information about our "tuition free" 7-day International Residential Advanced Management Programs, or seeking international collaboration / affiliation with EDS Business School.