33
Whitepaper An innovative rewards program to revolutionize the loyalty market
Whitepaper
An innovative rewards program to revolutionize the loyalty market
This Whitepaper has the purpose of presenting the CAPZ
token and the ZenCAP environment, being provided by
ZenCAP for informational purposes only. This Whitepaper
shall not be considered a commitment, promise or
agreement of any kind. This Whitepaper may be amended
from time to time.
This Whitepaper does not constitute a prospectus or offer
document of any kind and is not intended to constitute
a security offer or a security investment request in
any jurisdiction. This Whitepaper is not subject to any
regulatory authority of any jurisdiction and has not been
approved by any financial market or security market
authority of any jurisdiction. The CAPZ is not intended to
constitute a security under any jurisdiction.
CAPZ’s initial token sale, as described in this Whitepaper,
is intended for people all around the world, except people
resident in the United States of America as well as any in
other country that prohibits the sale of cryptoassets by
law, including, but not limited to, China, Algeria, Bolivia,
Ecuador, Morocco and Pakistan, in addition to any person
located in any jurisdiction listed in the Organization for
Economic Cooperation and Development’s (OCDE) or the
United Nations’s blacklist.
Please read carefully sections “Important Notices” and
“Risks and Uncertainties” below. Those sections contain
important information regarding the nature, purpose and
limitations of the matter provided in this Whitepaper.
2
3
INDEX 2
I. INTRODUCTION 4
II. CURRENT REWARDS PROGRAM INDUSTRY 4
III. ZenCAP: MISSION, VALUES AND ADVANTAGES 5
IV. MAIN FEATURES AND BEFETIS OF ZenCAP ENVIRONMENT 7
V. TOKEN CAPZ 10
VI. INCENTIVE PLAN FOR Merchants 12
VII. ZenCAP LEDGER 13
VIII. ABOUT ZEN GROUP 14
Our Team 14
Consultants 16
Supporters 16
Governance 16
Compliance 17
IX. THE INITIAL SALE OF CAPZ 18
CAPZ Initial Sale Overview 18
How to participate in the CAPZ Initial Sale 20
BenefittothefirstpurchasersofCAPZ 20
AllocationofInitialSellingProgram 21
New CAPZ Sales 21
X. ROADMAP 22
XI. IMPORTANT NOTICES 23
XII. RISKS AND UNCERTAINTIES 27
Risks and Uncertainties related to ZenCAP 27
Risks and Uncertainties related to the Initial Sale 28
Risks and Uncertainties related to CAPZ 28
Risks and Uncertainties related to Brazil and the economic scenario in other
countries in wich CAPZ may be sold or used 28
Risksrelatedtotheregulatoryscenarioofthecryptoactivemarket29
Risks related to blockchain technology and cryptoactive market 30
4
I. INTRODUCTION
In the last decades, electronic commerce has grown exponentially, which unleashed a high demand for new electronic
means of payment technologies that were able to facilitate the users’ experience. There are many examples of well-
succeeded companies that emerged to meet this demand. However, the rewards market, which should have grown
along with this evolution, did not advance at the same rate.
In light of this, it has come clear to ZenCAP an evident need to create a rewards program that is aligned to the new
technologies and demands of the market. In other words, an innovative rewards program, tuned to the 21st Century, the
needs of the new generations and the mobile revolution.
With that purpose, ZenCAP intends to create CAPZ, as further detailed in this Whitepaper
II. CURRENT REWARDS PROGRAM INDUSTRY
The rewards industry emerged more than 200 years ago1
and nowadays moves approximately 200 billion dollars
yearly around the world2. Despite the commercial success
of this model for the players in the industry, the fact is
that the traditional rewards programs (such as air miles
programs) are hard to use, have little transparency to the
user, limited intercommunication and the points issued in
the program have low or even inexistent liquidity3.
Have you ever tried selling the air miles you accumulated in
airline companies’ rewards programs? Or have you tried to
find the chart that indicates the prices and how to acquire
rewards points and exchange them in marketplaces? Those
are hard tasks. Many times, the companies that operate
these rewards programs seem to make those processes
harder.
We believe that, despite the economic success, the
existing rewards programs are not efficient to the end
user or to the partner merchant. This results in a complete
contradiction to the purpose of the rewards program,
since such programs are not capable of maintaining a loyal
client base for the partner Merchants4.
Because of this scenario, and especially the reasons listed below, we are extremely critical to the current rewards
programs:
•Absence of Transparency: There is no clarity or ease access to the reward points price tables, which makes the user
experience harder for Merchants and end users.
•Absence of Liquidity: The reward points that were acquired from a transaction of certain card or marketplace cannot be
sold to a third party and therefore herefore the liquidity is limited. Experience shows that this liquidity possibility (sale)
of points can generate a better experience for the end users and consequently a stronger fidelity and engagement of
clients to the brands of the Merchants.
•Point Expiration: The reward points expire (which is an important income resource for their operators) even though it
is contrary to the main purpose of the rewards program.
In other words, although there were technological advances – security growth and spread of fintechs and shared
economy models – it is yet to be created a simple, transparent and globally liquid rewards program that is plugged to
an e-wallet and financial products portfolio.
III. ZenCAP: MISSION, VALUES AND ADVANTAGES
To meet with the rewards program demands outlined in the Chapter above, ZenCAP intends to create CAPZ.
The purpose of ZenCAP is to develop a digital, global and user friendly rewards program that is capable of connecting
all clients from the financial and payment platforms offered by the other companies of ZenCAP’s group.
ZenCAP is an initiative from the same group as ZenFinance, one of the leading fintech in Latin America that offers
a credit as a service solution for credit card marketplaces and payment acquirers. ZenFinance currently offers the
following services:
•Credit. Development of a customized white-label platform that allows marketplaces and acquirers to offer, by means of
partnerships with duly authorized financial institutions, credit to their respective clients in a quick, safe and efficient way.
In this segment, ZenFinance has entered into partnerships with marketplaces and acquirers (“Merchants”) that have
outstanding presence in the global market – such as Ifood, Uber, AutoAvaliar, Dafiti, Stone, iZettle, and others – making
it possible for them to offer credit to their respective clients;
•Wallet. Development of technologies that allow clients of Merchants to receive funds at a 100% digital, movable
payment account through electronic transfer. Nowadays, more than 1 billion Brazilian Reais are transacted yearly in
these payment accounts.
5
With CAPZ, ZenCAP intends to add a rewards component to these products and services, creating a complete rewards
and financial products ecosystem, which will reduce drastically transaction costs for Merchants and improve the product
purchase and exchange experience for end users. Such model will generate more value for all electronic commerce of
products and services. All starting from an intuitive and innovative mobile application.
With ZenCAP’s app, coordination problems from the traditional reward point and financial products model (e.g. security,
agility, costs) will be eliminated, since everything will happen in a sole ecosystem, which will enhance the benefits for
clients and optimize synergies and efficiencies for Merchants.
The infographic bellow illustrates how it will work:
6
ZenCap and CAPZ will be monetized by the rendering of marketing campaigns and efforts with partners, the spread
between the issuance/selling of points to partners after the ICO and the exchange rate on the withdrawal of products
and services within the ZenCap app.
The CAPZ program will initiate in Brazil, the 8th largest economy in the world, with more than 200MM highly connected
and digitized population but with +30% of the population still with no access to banking services. Current rewards
programs are highly inefficient (3 players control +50% of the industry), with little liquidity and market penetration. For
all these reasons Brazil was considered the ideal place for our starting point.
IV. MAIN FEATURES AND BENEFITS OF THE ZenCAP
ENVIRONMENT
CAPZ rewards points are inserted in an ecosystem that
will gather several services offered to Merchants and end
users, such as:
CAPZ loyalty points program
Like any other loyalty program, every time someone makes
a purchase or uses the ZenCAP wallet (the mobile app) or
any of our partner’s apps, they are awarded CAPZ loyalty
points. Users can also buy and sell their CAPZ loyalty points
through the ZenCap peer-to-peer marketplace. Users will
also be able to use their CAPZ token on the network of a
partner merchant in exchange for products and services,
making their transactions cheaper. The CAPZ tokens never
expire. CAPZ can also be used to pay for services and
content directly in the ZenCap platform (more details in
the next chapter)
CAPZ for partners – white-label loyalty program and
white-label banking app and ZenCAP check-out.
Besides the regular use of CAPZ by commercial partners
for buying and selling loyalty points in order to increase
conversion, spending and loyalty from clients, ZenCap has
also projected new services related to loyalty to further
improve the experience partners will have.
7
White-label loyalty program
For big clients (monthly transactions above 5,000,000 in CAPZ) ZenCAP will make available the issuing of a white-label
reward tokens based on the CAPZ infrastructure. The token will be equal to CAPZ by all means and will be able to be
converted into CAPZ and vice-versa, which guarantees users will continue to have access to all benefits: liquidity, wide
range of products for exchange, transparency and good customer experience. By offering a white-label loyalty program
to big partners we are able to improve their brand value and client loyalty, increasing our value proposition for this niche.
Digital Credit Card Checkout
To make the acceptance of the ZenCAP digital credit
card easier by our partners and improve user experience,
ZenCAP will design an API and a set of digital tools and
make them available, at no cost, to partner Merchants.
ZenCAP’s goal is for this same technology to be at
available for CAPZ’s acceptance by our partner Merchant
network for the purchase of products and services.
ZenCAP wallet ecosystem
The CAPZ loyalty points will be inserted in the ZenCAP
mobile wallet app ecosystem. The ZenCAP ecosystem will
contemplate the CAPZ points wallet and the white-label
partner points mentioned above, as well as the ZenCAP
mobile wallet of financial products that will also contain:
ZenCAP Payment Account
ZenCAP will offer partner Merchants and end users the
possibility of having pre-paid payment accounts (wallets)
to receive and transfer funds, which will be managed by
ZenCAP in accordance to the applicable regulation. The
account owners will receive a card to transfer the funds
kept in their accounts. The balance of these accounts will
be fully allocated in Brazilian public bonds.
ZenCAP Prime Payment Account
Users may choose to acquire the prime version of the
ZenCAP Payment Account, which will give them access to
24/7 client support, special partners and fidelity services
and other benefits.
8
9
Digital Credit Card
ZenCAP payment account owners may request the
ZenCAP digital credit card, which can be used at our
partner Merchant network, with customers receiving a
cashbak for the transactions that they have performed.
Cashback
By using the ZenCAP digital credit card at a commercial
partner’s platform the user will receive 0.99% cashback
for every transaction made. Every transaction made with
the ZenCAP digital credit card will charge 0.99% per
transaction from the partner merchant, fully reverted to
the ZenCAP digital credit card user.
Traditional Credit Card
ZenCAP account owners may further request a physical
credit card, which will be supported by traditional and
distinguished credit card brands (e.g., Visa or Mastercard)
and will allow the client to make payments in a variety of
facilities and ATM machines.
Chat
ZenCAP’s app will have a chat that will be incorporated
to the user’s contact list and allow them to split expenses
and even interact with partner Merchants, including
for reservations and orders related to the acquisition of
products.
Split and Conciliation
ZenCAP will offer to partner Merchants and to their
customers several tools to optimize payment transactions,
such as the possibility of split payments and make the
conciliation of amounts in a simple and efficient way.
V. TOKEN CAPZ
After the launch of ZenCAP app, users will be able to: (i) use their CAPZs to acquire products and services offered by
Merchants; and (ii) transfer their CAPZs in the secondary market to other users.
In turn, the Merchants will be able to acquire CAPZs to leverage promotional and marketing campaigns, with the
purpose of (i) increasing average ticket expended by their clients in their stores, (ii) reduce client acquisition cost, (iii)
foster new client indication and (iv) above all, stimulate client fidelity.
Everything mentioned above will take place within the ZenCAP Ledger that will be based on a fast, secure and
intuitive technology. The ZenCAP app is expected to be launched in the 1st semester of 2020.
It is important to highlight that – opposite to most of the current reward points – CAPZs will not expire or have an
expiration date for its usage. That is because we believe the expiration of reward points contraries their main purpose:
to build loyalty between Merchants and clients.
For this strategy to work, it is crucial that the reward points can be used in an easy and intuitive way, have transparent
prices and generate benefits to the clients – which, effectively, does not occur in current reward programs.
We believe that CAPZ will meet all such requirements in the Merchants’ perspective through the implementation of:
• a transparent price policy;
• an active secondary market – in which clients will be able to purchase and sell CAPZs – based on ZenCAP
ecosystem clients, formed essentially by the Merchants client base; and
• an intuitive, groundbreaking, secure and customized platform.
10
A portal for decentralized services
The ZenCAP wallet will be integrated to other wallets, purchasers and sub-purchasers and banking functions, like
importing and consolidating banking data, emission of invoices, emission and payment of bill of pays, automatic p2p
transfers. Likewise, ZenCAP will have its own API to be integrated into other banking solutions. Considering the many
different banking services regulations around the world, ZenCAP is looking for potential partnerships with international
and local players that will allow CAPZ and ZenCAP’s global expansion.
Other features
The ZenCAP wallet and the mobile app will also encompass other features like split payments with friends through chat,
financial health, rounding payment to increase the user savings etc.
11
We also believe that, in the user’s perspective, the CAPZ’s value proposal is extremely
attractive, since we have included:
• a digital platform with a friendly user experience;
• financial liquidity for the purchase and sale of tokens in a secondary market to
be formed, in which CAPZ will be freely traded;
• wide variety of products offered by Merchants, which can be acquired through
its usage; and
• the fact that it does not expire, it does not have an expiration date for its use.
Those who have CAPZ will be able to easily see the products and services offered by
Merchants and acquirable with CAPZ, as well as their exchange rate, at ZenCAP’s app.
Every time a CAPZ holder uses it to acquire a product or service with a Merchant, ZenCAP
will exclude the CAPZs from the user’s wallet and hand it to the relevant Merchant in fiat
correspondent to the used CAPZs. To stimulate its use and trade around the world, no
fees or other charges will be charged by ZenCAP from its users.
The amount to be delivered to the Merchant will correspond to the acquisition value or
the CAPZ points agreed with each Merchant separately.
ZenCAP’s Platform
The ZenCAP platform will be the only platform on which CAPZ points can be exchanged
for products and services of partner Merchants or transferred between users and
Merchants partners. This platform will be based on a proprietary technology ledger with
great agility, security and scalability.
Following the launch of the ZenCAP app, which will allow access to the ZenCAP platform
(expected for the first half of 2020), CAPZ holders will have 90 (ninety) days to migrate
their CAPZ token from the Ehereum blockchain to the ZenCAP platform . With this
migration, the CAPZ tokens held in the Ethereum network will be converted to CAPZ
points within ZenCAP at no cost.
VI. INCENTIVE PLAN FOR Merchants
In addition to the classic program that will allow Merchants
to buy CAPZs and give them to their customers as a loyalty
strategy, ZenCAP are also developing special incentive
plans for certain clients.
For our major Merchant partners (e.g., those transacting
more than 100 million CAPZs monthly), ZenCAP may
develop white-label wallet and reward points based on the
same infrastructure and backend as ZenCAP/CAPZ, as well
as offer special customer services, such as 24/7 customer
service and preference in new issuances of CAPZs. That
will allow the Merchant to meet its customers’ needs
better, at a lower price, attending the primordial purpose
of building loyalty to the products and services provided
by the Merchant.
Furthermore, for such Merchants, ZenCAP will offer a
complete digital marketing package. It will include the
Merchant’s social media management for topics related to
the use of CAPZ and promotional and marketing campaign
planning related to CAPZ use.
12
VII. ZenCAP LEDGER
The ZenCAP Ledger will be the only platform in which
CAPZ points can be exchanged for products or services
with partner Merchants or transferred between users and
Merchants. This platform will be based on a proprietary
ledger technology, very fast and scalable.
It is a verifiable ledger that will process all transactions
performed at the ZenCAP platform in non-relational,
chronological, auditable and structured database through
a cloud infrastructure and AWS security.
Our database will be compatible with ACID and will
also provide static cryptography and use AWS native
technologies to monitor and register (CloudWatch), which
gives fully integrated operation and management.
ZenCAP Ledger will register all data related to events
occurred at ZenCAP platform, including for audit
purposes. Therefore, it is possible to audit by whoever and
whenever the changes were done, making it possible to
consult directly any moment in our database history, from
past to present.
After the ZenCAP app launch (expected to happen in the
1st semester of 2020), the CAPZ holders will have a ninety-
days day period to migrate their CAPZ tokens from the
Ethereum blockchain to the ZenCAP Ledger. With this
migration, the CAPZ tokens that were until then kept in
the Ethereum network will be converted in CAPZ points
inside the ZenCAP Ledger, at no cost.
13
VIII. ABOUT ZENGROUP
ZenCAP Ltd. is part of the ZenGroup Holdings LLC, and a subsidiary of ZenFinance Ltd.,
the first credit as a service fintech in Brazil invested by Global Founders Capital, one of
the biggest venture capital funds in the world, which has invested in companies such as
Facebook, Linkedin and Revolut.
Currently, ZenGroup already has distinguished partners (Merchants) in its pioneer business
line – credit as a service for marketplace – such as Uber, iFood, Dafiti, AutoAvaliar, and
others. In 2019, ZenGroup is expected to transact more than 1 billion Brazilian Reais in this
line of business.
CAPZ is intended to revolutionize the rewards program market. We bring the most
advanced technology to generate more value to our clients and their businesses.
We choose Brazil to start our activities because for it being a country with more than 200
million people, with high connection to technological services – today, there are more
smartphones than people in Brazil – with obsolete financial technologies, high costs and
low operational efficiency
Our Team
ZenCAP was founded by Jorge Vargas Neto, Brazilian entrepreneur with wide experience
in the fintech market, who has worked for years in the banking team of Pinheiro Neto
Advogados, the most distinguished law firms in Latin America, where he participated
in the structuring of several fintechs. He was the founder and CEO of BIVA, the first
p2p lending platform in Brazil, which was sold to PagSeguro on the brink of its IPO that
raised more than U$ 2.7 billion in the New York Stock Exchange (NYSE). Co-founder
and director of the Brazilian Digital Credit Association. Founder and CEO of ZenFinance,
pioneer in credit and fintech as a service in Latin America.
14
ZenCAP is also formed by other distinguished entrepreneurs
and professionals, with vast market experience, who share
the vision of creating a new reward and financial service
model to connect, simplify and improve their clients’ life
and business.
Marcelo Nomoto
ZenCAP’s Co-founder & CIO da ZenCAP
CTO Biva
Senior Dev Nubank
Master in Economy by FGV Rio
Marcelo Ikegawa
ZenCAP’s Chief Credit Officer
15 years in the credit analisys sector at Iatú Unibanco
(biggest bank in Latin America)
Master in Telecommunication Engineering
Gabriel Bicalho
ZenCAP’s Chief Legal & Compliance Officer
Ex-Partner do Chenut Olivera Santiago Advogados law
firm
LLM Banking & Capital Markets by Insper
Diego Souza
Tech Lead da ZenCAP
15+ years of experience in companies like Yahoo,
Locaweb and IG.
Leonardo Dias
Head Design da ZenCAP
Art Director BRF
Art Director Kick Comunnication Agency
Arthur Campos
Head of Marketing at ZenCAP
CS Manager at Bolt Brazil
Co-founder People & Brands
15
Consultants
Veronica Serra
CEO Innova Capital
CEO Pacific Investment
Investor Ripple
MBA Harvard
Bruno Balduccini
Partner of the financial service area
of Pinheiro Neto Advogados
LLM Banking Boston University
Fabricio Pettena
Partner Global Founders Capital
MD Rocket Internet
MBA Insead
Guilherme Horn
Digital Innovation partner Accenture
Board Member Brazilian Fintechs Association
Founder & CEO Órama
CIO & CMO Ágora
Philipp Povel
Founder & CEO Dafiti (Latin america unicorn)
Co-founder MyBrands GMBH
Roberto Medeiros
CEO Multiplus (leading loyalty points in Brazil)
CEO Rede (leading acquirer in Brazil)
CEO Telefonica BR
Harvard
Supporters
Global Founders Capital
One of the largest Venture Capital funds in the world
(made investments in Linkedin, Facebook and Revolut)
Pinheiro Neto Advogados
One of the most renowned law firms in Latin America
Visa
World leader in eletronic payment processing
ZenCAP participated in the Visa Start acceleration
program
16
Governance
ZenCAP was incorporated and is organized in accordance with the laws of Brazil – a country with a strong legal system
that admits and encourages foreign investments through qualified regulators, such as the Securities Commission (CVM)
and the Central Bank of Brazil.
ZenCAP has a solid corporate governance structure, consisting of a board of directors, board of executive officers and
committees, all composed of renowned and reputable professionals. This strong governance allows ZenCAP to have a
strong internal control structure compatible with the business it carries out.
It should also be pointed out that ZenCAP has policies and procedures that seek to observe the best data protection
and information security practices.
ZenCAP will have its financial statements audited annually by one of the four leading audit services companies in the
world and published under Brazilian law and IFRS - International Financial Reporting Standards.
17
Compliance
ZenCAP Ltd. is a Brazilian limited liability company, with
its business purpose being the issuance and management
of rewards programs and the institution and management
of a payment arrangement and related technology.
ZenCap is subject to the provisions and obligations
related to Anti-Money Laundering (“AML”) and Know Your
Customer (“KYC”) procedures of Brazil, which is consistent
with international regulations and best practices. It is
important to notice that such aspects shall be verified and
implemented by the time of the launch of the actual mobile
app and conversion of CAPZ token on the Ethereum
blockchain to CAPZ tokens on ZenCap mobile app.
CAPZ initial token sale is intended for international
purchasers based worldwide, excluding persons with
residence/nationality from the United States of America,
as well as any other country where the purchase of
cryptocurrencies is legally forbidden, such as, but not
limited to, China, Algeria, Bolivia, Ecuador, Morocco and
Pakistan, in addition to persons located in any of the
jurisdictions blacklisted by the Organization for Economic
Co-operation and Development and the United Nations.
18
IX. THE INITIAL SALE OF CAPZ
CAPZ Initial Sale Overview
In order to obtain the necessary resources to make CAPZ a reality, ZenCAP will launch the initial token sale of CAPZ
(“Initial Sale”) on May 14, 2019. The Initial Sale will be open for the acquisition of CAPZ by interested parties during the
term of ninety (90) days as of said date..
ZenCAP will use an ERC20 standard smart contract on the Ethereum platform and will issue the CAPZ token at the ratio
of 44500 CAPZ tokens*.
On May 10th 2019, the above ratio corresponds to USD 0,003787 for each CAPZ token which in turn corresponds to R$
0,0147**.
* Values based on the price of ETH on May 9th, 2019.
**On account of the fluctuation of the ETH value in USD and the rate of the USD, these values may vary considerably
during the initial sale of CAPZ.
CAPZ tokens will be issued and granted proportionally based on US$0,0035 x ETH ratio, after the initial token sale is
concluded. This structure was utilized to avoid eventual volatility between USD X ETH X CAPZ and also to assure the
possibility of smart contract cancellation and devolution of ETHs in case CAPZ initial token sale campaign is unsuccessful,
thus securing investors’ interests.
The exact number of tokens is not specified in the smart contract, since the CAPZ tokens will be issued and granted
proportionally after CAPZ initial token sale campaign is concluded, based on the proportion on USD X ETH X CAPZ.
There is no maximum or minimum limit on investments in the initial CAPZ sale. Considering CAPZ is a utility token from a
rewards program and there is a fixed price table for volume on the CAPZ token after the initial token sale campaign (ref.
to pag 19), there is no relevant exposure related to the concentration of token holders. Investors of CAPZ initial token
sale are acquiring the tokens on 50% of the base price after the initial token sale campaign (or 21% of the maximum
price per volume after the ICO).
ZenCap is obliged to have a big4 audit on the smart contract and its results in case CAPZ initial token sale campaign is
successfully concluded.
The abovementioned price will be valid only during the Initial Sale of CAPZ. For future CAPZ sales by ZenCAP, please
see item “New CAPZ Sales” below.
19
Points PointsBRL / Points BRL / PointsUSD / pontos USD / pontos
<
How to participate in the CAPZ Initial Sale
To participate in the CAPZ Initial Sale, the first step is to create a wallet to store these
Ether coins and tokens (“ETH”); some of the most popular ones include: MyEtherWallet,
MetaMask, Cipher, Mist, ImToken, Parity, and Trust
After creating the wallet, simply transfer the desired amount of ETHs to the wallet
0x9f7002b797ed7170d7e5c7326781bc0dd83055b9 to obtain the equivalent CAPZ
number as specified above.
As described in Section V above, after the launch of ZenCAP app (expected to happen
in the 1st semester of 2020), the CAPZ holders will have a period of ninety (90) days to
migrate theirs CAPZ tokens from the Ethereum blockchain to the ZenCAP Ledger. With
this migration, the CAPZ token that until then were kept in the Ethereum blockchain will
be converted into CAPZ points within the ZenCAP Ledger, at no cost.
Please note that, from the launch of the CAPZ Initial Sale (ITS) until the effective migration
to the ZenCAP Ledger, the CAPZ will not be usable for the acquisition/exchange for
products and services at partner Merchants and CAPZ transfers will be performed
exclusively through the Ethereum blockchain technology, according to ERC-20 standard.
The Smart Contract link can be found here:
https://etherscan.io/address/0x9f7002b797ed7170d7e5c7326781bc0dd83055b9
20
Benefit to the first purchasers of CAPZ
In addition to the beneficial conditions indicated above, those who acquire CAPZ in
the Initial Sale will have the status of premium user, with 24/7 customer service and
preference in the acquisition of CAPZs in new issuances.
Allocation of Initial Selling Proceeds
The proceeds raised through the Initial Sale will be used, essentially, for the continuing
development of the ZenCAP Ledger.
90% (ninety percent) of the proceeds collected will be used to cover operational costs,
such as equipment, systems, software, marketing, and personnel, with the objective of
constantly improving the ZenCAP Ledger and making the CAPZ model one of the most
renowned rewards program models in the world.
10% (ten percent) of the proceeds collected will be used to pay the consultants and
attorneys involved in the structuring of the Initial Sale.
No token will be directed to investors or the team, therefore no vesting shall apply. The
investors and the team have equity interest on the holding company of the legal entity
issuing the tokens.
New CAPZ sales
After the Initial Sale (ITS), ZenCAP may perform future CAPZ sales. These future sales by
ZenCAP will follow the price table listed above, which will be updated annually.
21
X. ROADMAP
ZenCAP’s Roadmap will follow these Milestones:
May - Aug 2019
ICO
Jul - Jan 2020
Poduct and network development
1º Sem. 2020
MVP Brazil
2º Sem. 2020
Growth Brazil + Physical Credit Card + Partners
+100 partners + 10.000 users
2021
LATAM Expansion
+1000 partners + 100.000 users
2023
US Expansion + Exchange
+10.000 users + 1 million users
2024
Global
22
XI. IMPORTANT NOTICES
READ THIS SECTION CAREFULLY.
CAPZ is not intended to constitute a security in any jurisdiction, being intended for use within the ZenCAP ecosystem
for the payment or exchange of products and services.
This Whitepaper does not constitute a prospectus or offer document of any kind and is not intended to constitute an
offer of securities or a solicitation of investment in securities in any jurisdiction. This Whitepaper is not subject to the
rules of regulatory authorities of any jurisdiction and has not been reviewed or approved by any regulatory authority in
the financial market or capital markets of any jurisdiction.
No information contained in this Whitepaper should be considered as a commercial, legal, financial or tax consultancy
related to ZenCAP or CAPZ. It is recommended that those interested in participating in the Initial Sale of CAPZ consult
their attorneys, accountants, financial advisors and other professionals that they deem necessary to assist them in
evaluating the adequacy of this Initial Sale to their profile, the inherent risks and tax aspects involved.
No person is obligated to enter into any binding contract or legal commitment in connection with the purchase or sale
of CAPZ. This Whitepaper should not be considered as a recommendation or advice to buy, sell or otherwise trade with
CAPZ or any other cryptocurrency.
CAPZ purchases should be made only by private individuals and legal entities who have reasonable experience and
understanding of the uses and intricacies of cryptoassets, including cryptographically protected digital tokens and
blockchain-based software systems. The buyer must have a functional understanding of the storage and transmission
mechanisms associated with other cryptographic tokens. ZenCAP shall not be liable in any way for the loss of ETH or
CAPZs resulting from actions or omissions by purchasers.
There are risks and uncertainties associated with ZenCAP and its activities and operations, with CAPZ and with the
Initial Sale. Therefore, it is necessary to read carefully the section of this Whitepaper that deals with the “Risks and
Uncertainties”.
This Whitepaper, or any part or copy thereof, shall not be taken or sent to a country in which the distribution or
disclosure of this Whitepaper is prohibited or restricted.
23
Statement of responsibility
To the fullest extent permitted by law, neither ZenCAP nor any of its shareholders, directors, officers, employees,
consultants, representatives or agents accept any responsibility or make any representations or warranties, express or
implied, as to the accuracy, timeliness or integrity of the information contained in this Whitepaper.
ZenCAP is not liable for any indirect, special, incidental, consequential or other damages of any nature (including,
without limitation, loss of revenue, profits or loss of use or data), arising out of or in connection with any acceptance or
confidence in this Whitepaper or any part of it for the potential CAPZ acquirer.
ZenCAP assumes no responsibility for any loss of value of CAPZ.
Representations and warranties by you
By accessing and/or accepting possession of any information contained in this Whitepaper or part thereof, you represent
and warrant to ZenCAP the following:
• you have a basic understanding of the operation, functionality, use, storage, transmission mechanisms and
other material characteristics of cryptocurrency, blockchain-based software systems, cryptocurrency wallets or other
token storage mechanisms, blockchain technology, and smart contract;
• you are fully aware and understand that in the event that you wish to acquire any CAPZs, there are risks and
uncertainties associated with ZenCAP and its respective business and operations, CAPZ and CAPZ Initial Sale. For more
information on the risks and uncertainties involved, please read the “Risks and Uncertainties” section of this Whitepaper
carefully;
• you agree and acknowledge that ZenCAP is not liable for any indirect, special, incidental, consequential or
other damages of any nature (including, without limitation, loss of revenue, or profits, and loss of use or data), arising
out of or in connection with any acceptance or reliance on this Whitepaper or any part thereof for you;
• all representations and warranties above are true, complete, accurate and are not misleading from the time of
your access and/or acceptance of possession of this Whitepaper or part thereof.
24
Warning note on forward-looking statements
All statements contained in this Whitepaper, statements made in press releases or in any publicly accessible place and
oral statements that may be made by ZenCAP, which are not statements of historical fact, constitute “forward-looking
statements”.
Some of these statements may be identified by prospective terms, such as “objective,” “target,” “anticipate,” “believe,”
“be able to,” “estimate,” “expect”, “if”, “intend”, “can”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “go”,
or other similar terms. However, these terms are not the sole means of identifying forward-looking statements. All
statements about business strategies, plans and prospects and the future prospects of the sector in which ZenCAP is
inserted are forward-looking statements. These forward-looking statements, including, but not limited to, statements
about revenue, profitability, prospects, future plans, other expected industry trends, and other matters discussed in this
Whitepaper on ZenCAP are matters that relate to historical facts, but only predictions.
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause
ZenCAP’s future results, performance or achievements to be materially different from any future results, performance
or achievements expected, expressed or implied by such forward-looking statements.
Additional information or updates
No person has been or is authorized to provide any information or representation not contained in this Whitepaper
in connection with ZenCAP and its respective businesses and operations, CAPZ and the Initial Sale of CAPZ and, if
provided, such information or representation shall not be deemed to having been authorized by or on behalf of ZenCAP.
The Initial Sale of CAPZ shall under no circumstances constitute a continuing representation or create any suggestion
or implication that there has been no change or development reasonably susceptible to involve a material change in
the subject matter, conditions and prospects of ZenCAP or any representation of fact or information contained in this
Whitepaper as of the date hereof.
25
Restrictions on distribution, disclosure and ineligibility for acquisition
The distribution or disclosure of this Whitepaper or any part thereof may be prohibited
or restricted by the laws, regulations and rules of any jurisdiction. In the case where any
restriction applies, you should inquire about, and observe, any restrictions that may apply
to your possession of this Whitepaper or part thereof (as the case may be) at your own
expense and without any liability being imputed to ZenCAP.
The people to whom a copy of this Whitepaper has been distributed or disclosed, granted
access to, or who otherwise has this Whitepaper in their possession shall not disclose it to
any other person, reproduce or distribute this Whitepaper or any information contained
herein to any purpose, or permit or cause it to occur.
Citizens, residents (tax or otherwise) or holders of green cards of the United States of
America or citizens or residents of the Republic of Singapore, as well as in any other
country where the sale of cryptosset products is prohibited by law, such as but not limited
to China, Algeria, Bolivia, Ecuador, Morocco and Pakistan, in addition to any person located
in any jurisdiction that is on the blacklist of the Organization for Economic Cooperation
and Development (OECD) or the United Nations Organization, are not eligible to buy
CAPZ. In the event that any of these persons acquire CAPZ, ZenCAP reserves the right to
immediately cancel the respective CAPZ purchased.
26
XII. RISKS AND UNCERTAINTIES
Potential purchasers of the CAPZ token must carefully consider and evaluate all risks
and uncertainties associated with ZenCAP and its respective business and operations,
to CAPZ and the Initial Sale, as well as all information contained in this Whitepaper
prior to any CAPZ purchase. The risks described below are those that ZenCAP currently
believes may adversely affect ZenCAP, the Initial Sale and the CAPZ token. There may be
additional risks and uncertainties currently unknown to ZenCAP, or which are currently
considered irrelevant.
Risks and Uncertainties related to ZenCAP
There are risks and uncertainties that arise from the initial stage of our company
We are in a very early operational stage and our business and operations are subject
to all the risks inherent in establishing a new venture. Therefore, planned business and
operations may not succeed in the near future, if at all.
Any future success we enjoy will depend on many factors, many of which may be beyond
our control, or cannot be anticipated at this time, and which may have a material adverse
effect on our financial condition, prospects and business operations.
ZenCAP may not be able to fully execute its business strategy, which could adversely
affect the use of CAPZ.
The signing of agreements between ZenCAP and different Merchants, as well as the
construction of a substantial customer base will be essential for the consolidation and
expansion of the ZenCAP network. ZenCAP can not guarantee that it will be able to
enter into such agreements or build a substantial network of customers, and its network
expansion strategies may not succeed in the future. In addition, ZenCAP may not be able
to enter into such agreements with the favorable prices and conditions set forth in its
business strategy, which could adversely affect the use of CAPZ by its holders.
27
Risks and uncertainties related to the Initial Sale
If there is not enough demand, the Initial Sale will be canceled
If there is not enough demand, the Initial Sale will be canceled and the purchase orders made by the interested parties
will be canceled. In this scenario, any amounts already paid will be returned, after deducting any applicable charges, if
any.
Risks and uncertainties related to CAPZ
CAPZs are not redeemable or refundable
Except in the case of cancellation of the Initial Sale, the CAPZ holders will not have any right of redemption or refund
before ZenCAP. The CAPZ holders will not be entitled to any remuneration or participation of any kind by the CAPZs
they hold.
The lack of a secondary market for CAPZ may limit the ability of its holders to sell such assets
There is no secondary market for buying and selling CAPZs, and we can not assure you that CAPZs will be traded on the
ZenCAP platform or that any other secondary market will be created to trade that token. Although a secondary market
for the purchase and sale of CAPZ will be developed, we can not guarantee that it will have liquidity for the purchase
and sale of CAPZ.
Risks and uncertainties related to Brazil and the economic scenario in other countries in which CAPZ may be sold
or used
The Brazilian government has significant influence over the Brazilian economy. This influence, as well as Brazilian political
and economic conditions, can negatively affect the CAPZ token, considering that ZenCAP is incorporated in Brazil.
Adverse economic conditions in regions where the CAPZ reward program will be located may also negatively affect our
ability to partner with Merchants or bring more users interested in purchasing CAPZ, thereby affecting CAPZ’s liquidity.
Adverse regional and/or national economic conditions may restrict the ability to negotiate acceptable prices and other
conditions, affecting our ability to make the ecosystem around CAPZ sustainable.
28
Risks related to the regulatory scenario of the cryptoactive market
It is possible that new rules may be edited adversely affecting ZenCAP and/or CAPZ
There is no consolidated regulation on crypto, digital tokens and token offerings, and
it is possible that new rules on the subject will be issued, with potentially adverse
consequences for CAPZs holders. In addition, regulatory developments may alter the
nature of ZenCAP’s business or restrict the use of assets in blockchain or the operation
of a blockchain network with which ZenCAP will count.
Although CAPZ is intended to constitute a utility token, there is a risk that it will be
treated as a security in some jurisdiction
Digital tokens are being closely examined by various regulatory agencies around the
world. Although CAPZ is not intended to constitute a security in any jurisdiction, there
is a risk that CAPZ may be considered in some jurisdiction as a security. In this case,
applicable securities laws may limit the ability to acquire or hold the CAPZ token, restrict
the ability to transfer the CAPZs, require disclosure or other conditions to the purchasers
in connection with any sale of CAPZs, and restrict the companies that facilitate exchanges
or carry out CAPZs transfers.
Ethereum network and CAPZ may suffer unfavorable regulatory actions
Blockchain technologies have been the subject of intense scrutiny by various regulatory
agencies around the world. The operation of the Ethereum network, on which CAPZ
is to be based, and the CAPZs themselves may be adversely affected by regulatory
actions, including restrictions or prohibitions on their use, purchase or possession.
ZenCAP can subject to various compliance obligations such as licensing, minimum equity
requirements, liaison, biographical and financial approval of directors and officers and
other ongoing compliance, examination and reporting obligations. The application of
these regulatory regimes to CAPZs is unclear, but if the CAPZs imply these requirements,
we will need to spend time and resources to comply with them or face adverse regulatory
actions. In addition, the CAPZs of this Initial Sale are initially expected to be based on the
Ethereum blockchain. Therefore the CAPZs are subject to risks related to investigations
or regulatory actions taken regarding the Ethereum blockchain.
29
Risks related to blockchain technology and the cryptoactive market
The lack of knowledge about blockchain technology may jeopardize the maintenance,
purchase, sale and use of CAPZ tokens by their holders
Potential purchasers may not have the appropriate knowledge to maintain, use or purchase
and sell their CAPZ tokens or to meet the requirements of ZenCAP (including, but not
limited to, information requested in connection with a periodic token holder verification),
which may adversely affect the maintenance, purchase, sale and use of CAPZ.
The Ethereum network is susceptible to mining attacks that may adversely impact CAPZ
The Ethereum network, on which CAPZ is expected to be based, is susceptible to mining
attacks, including, but not limited to, double-spend attacks, majority mining attacks
attacks, “selfish-mining” attacks and race condition attacks, as well as other new forms of
attack that can be created.
Any successful attacks present a risk to the CAPZs, to the correct execution and sequencing
of the CAPZs, and to the execution and expected sequencing of the Ethereum contract
calculations in general. Mining attacks may also target other blockchain networks with
which CAPZs interact, which can consequently impact CAPZs significantly.
The loss of private keys can render the CAPZs worthless
If a private key is lost, destroyed, or otherwise compromised, and no back-up of such
private key is available, the respective holder cannot access the blockchain feature
associated with the corresponding address, and ZenCAP can not restore the private key.
Any loss of private keys related to digital wallets used to store blockchain assets can have
an adverse effect on you and the CAPZs.
The use of a crypto exchange may bring additional risks to the holders of CAPZ
If the CAPZ purchaser sends either (i) an ETH or (ii) a Stable Coin to ZenCAP through
an exchange or a wallet that the buyer does not control for the purposes of the CAPZ
acquisition, the CAPZs will be allocated at the wallet to which the purchaser sent (i) the
ETH or (ii) a Stable Coin; therefore, the purchaser will never be able to directly receive or
recover their CAPZs.
30
In addition, if the purchaser chooses to maintain or store
the CAPZs through a crypto exchange or any third-party,
the purchased tokens will be susceptible to risks related to
that exchange or third-party, including risks of theft and
loss
The ZenCAP and CAPZ are subject to cyberattacks
The CAPZs involve the storage and transmission of
personal information from CAPZs holders, and security
breaches may cause a risk of loss or misuse of CAPZs.
Crypto-markets are not normally subject to oversight
by any regulatory body or other regulators that impose
minimum standards of financial or business conduct or
require minimal cybersecurity protections. Yet, intruders
can target platforms that buy and sell crypto and digital
wallets with crypto-coins.
The CAPZs may be subject to a variety of cyberattacks,
which may continue to occur from time to time. A security
attack or breach may result in the loss of private data,
unauthorized trading, disruption of potential negotiations
for an extended period, violation of applicable privacy
laws, significant legal and financial exposure, damage to
reputation and in a loss of confidence in security measures,
any of which could have a material adverse effect on
ZenCAP’s financial results and business.
31
Bibliography
1 TA-YAO, Davy. “The History and evolution of loyalty
programs”. 2018. Medium. Available at: https://medium.
com/loyela/history-and-the-evolution-of-loyalty-
programs-94f06a37a4f0)
2 Reuters. “Loyalty Management Market: Valued USD
2160.06 Million in 2017 & Expected to Reach a value of
USD 6823.01 Million by 2023 at a CAGR of 21.13%”. 2018.
Available at: https://www.reuters.com/brandfeatures/
venture-capital/article?id=27528
3 ZELNYTE, Akvile. “Consumer’s most hated part about
loyalty programs – point liquidity. Medium. 2018. Available
at: https://medium.com/dealoyalglobal/most-of-the-
loyalty-program-killers-point-liquidity-d2ef10f8a6f1
4 COLLINS, Emily. “How consumers really feel about loyalty
programs”. Forrester. 2017. Available at: http://www.oracle.
com/us/solutions/consumers-loyalty-programs-3738548.
32
Keep Connected:
www.ZenCAPZrewards.com
www.bezenblog.com
www.facebook.com/CAPZrewards
www.linkedin.com/company/CAPZ-rewards
Talk to us:
whatsapp: (11) 94497-4727
Github: https://github.com/zen-oss/capz-smart-contract
