泛城数字经济研究院 | 2018.06.07
6月7日晚21点，快的打车创始人、泛城资本创始人陈伟星发布了《泛城数字经济研究院：EOS与以太坊购买协议对比报告》。报告逐条对比了EOS与以太坊的购买协议中投资者的权益与风险。在此前的两天内，陈伟星数次发表评论称EOS是最大的空气币，其创始人团队存在很大道德风险。
以下是报告全文：
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主要不同点
1. 出售ETH（以太坊）和EOS的收入的运用
EOS原文：Company’s Use of Proceeds. Buyer acknowledges and understands that the proceeds from the sale of the EOS Tokens will be utilized by Company in its sole discretion.
EOS译文：出售EOS token的所有收入都由Block.one团队自行安排使用。
ETH原文 ：Intended Use of Revenue
上方表格显示：根据募集的资金量，分成三种资金运用情况。
In addition to the Genesis Sale Quantity of ETH, the pre-mining process will create and place a second pool of ETH in the Genesis Block. This second pool of ETH will be directly allocated to early contributors who have worked to develop the ideas, implementations, and supporting structures of the Ethereum project up to the time of the Genesis Sale. The size of this pool will be 9.9% of Genesis Sale Quantity of ETH.
In addition to the Genesis Sale Quantity of ETH and the second pool of ETH, the pre-mining process will create and place a third pool of ETH in the Genesis Block. This third pool of ETH will be directly allocated to the Ethereum Stiftung (Foundation) for payment of future expenses to be determined in its sole discretion. The size of this pool will be 9.9% of Genesis Sale Quantity of ETH.
ETH对于出售的收入有一个相对明确用途规定，根据当时募集情况（31531个BTC，卖出60,102,216个ETH, 合1840万美元。根据初始总发行情况，还有11,900,238个ETH是平分给早期贡献者和基金会），适用第二个情况。其中180万用于发行相关费用，100万用于法律费用，剩下金额的76.5%用于平台的开发，13.5%用于社区的拓展，最后10%用于研发团队的激励。基金会获得的ETH可以由其自行支配。
注解：基于上述内容，可以理解为ETH募集到的所有钱将有明确用途，即首先是用于完成项目（若未来项目没有完成，前提应该是资金全部用完后团队无以为继）。
2. EOS和ETH的性质
ETH原文：The Ethereum Platform requires, for proper operation, and comprehensive utilization, a cryptographic fuel called Ether (“ETH”).
This document describes the Genesis Sale in which the fuel token (Ether or ETH) is sold, as well as the perpetual coordinated spontaneous creation of the “cryptofuel.” Parties may be interested in purchasing ETH (the cryptofuel) in the Genesis Sale to build and power business applications, to pay for coming distributed application services on the Ethereum Platform, to pay for other tokens that may be created on the Ethereum Platform for various applications, or to support the development of the Ethereum Platform.
EOS原文：NOT A PURCHASE OF EOS PLATFORM TOKENS. EOS Tokens purchased under this Agreement are not tokens on the EOS Platform. Buyer acknowledges, understands and agrees that Buyer should not expect and there is no guarantee or representation made by Company that Buyer will receive any other product, service, rights, attributes, functionalities, features or assets of any kind whatsoever, including, without limitation, any cryptographic tokens or digital assets now or in the future whether through receipt, exchange, conversion, redemption or otherwise.
本次购买的EOS token并不是EOS正式平台上的币。EOS 团队也并不承诺或表示买方在未来一定会获得基于EOS平台的任何数字资产或token。
ETH是ETH平台上的一种交易燃料。同时也可以用以支持平台上应用的开发。
3. 社区的未来运营
EOS原文：Ability to Transact or Resell. Buyer may be unable to sell or otherwise transact in EOS Tokens at any time, or for the price Buyer paid. By using the EOS Distribution Contract or the EOS Token Contract or by purchasing EOS Tokens, Buyer acknowledges, understands and agrees that: (a) EOS Tokens may have no value; (b) there is no guarantee or representation of liquidity for the EOS Tokens; and (c) the block.one Parties are not and shall not be responsible for or liable for the market value of EOS Tokens, the transferability and/or liquidity of EOS Tokens and/or the availability of any market for EOS Tokens through third parties or otherwise.
Reliance on Third-Parties. Even if completed, the EOS.IO Software will rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of might have a material adverse effect on the EOS.IO Software and EOS Platform.
EOS.IO未来的应用、维护和开发主要依靠第三方的参与，不能保证第三方可以完成他们的工作和业务。而Block.one对此不负有任何责任，包括未来EOS的市场价值、流动性和可用性等。
ETH原文：EthSuisse will be liquidated shortly after creation of genesis block, and EthSuisse anticipates (but does not guarantee) that after it is dissolved the Ethereum Platform will continue to be developed by persons and entities who support Ethereum, including both volunteers and developers who are paid by nonprofit entities interested in supporting the Ethereum Platform.
ETH创世区块挖出后，ETH最初的团队EthSuisse就会解散。ETH后续的开发运营将由支持ETH生态的志愿者们来负责。同时，ETH基金会在未来还将存续，并将其持有的最初归属基金会的一定比例的ETH用于维护社群。
4. 协议条款的修改
ETH 原文：EthSuisse reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms and Ether Product Purchase Agreement, at any time during the sale by posting the amended Terms on the Ethereum website (https://www.ethereum.org). Any Purchaser will be deemed to have accepted such changes by purchasing ETH.
The Terms may not be otherwise amended except in a signed writing executed by both the Purchaser and EthSuisse. For purposes of this agreement, "writing" does not include an e-mail message and a signature does not include an electronic signature.
EOS原文：Modification of Agreement. Company may modify this Agreement at any time by posting a revised version on the Website, available at https://eos.io/purchase_agreement. The modified terms will become effective upon posting. It is Buyer’s responsibility to check the Website regularly for modifications to this Agreement. This Agreement was last modified on the date listed at the beginning of this Agreement.
关于协议修订的问题，ETH和EOS团队都有权利对协议条款进行修改。但是ETH对条款进行修改后需要ETH团队和买方共同签字执行（电子邮件和电子签名都不被接受）。
但是EOS协议仅表述为修改后的协议一经上传，立刻生效，不需要买方认可。
5. 仲裁方式有所不同
ETH原文：The arbitration panel shall consist of one arbitrator only, unless the ICC Court of Arbitration determines that the dispute is such as to warrant three arbitrators. If the Court determines that one arbitrator is sufficient, then such arbitrator shall be selected from Switzerland. If the Court determines that three arbitrators are necessary, then each party shall have 30 days to nominate an arbitrator of its choice -- in the case of the Claimant, measured from receipt of notification of the ICC Court’s decision to have three arbitrators; in the case of Respondent, measured from receipt of notification of Claimant’s nomination. All nominations must be from Switzerland. If a party fails to nominate an arbitrator, the Court will do so. The Court shall also appoint the chairman.
EOS原文：Binding Arbitration. Any Dispute not resolved within 90 days as set forth in Section 9.1 shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) rules in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the Parties. The number of arbitrators shall be one who shall be selected by Company.
关于争议解决的问题，ETH约定提交国际商会组织（ICC）后，由ICC决定是以一位仲裁员还是三位仲裁员决定。若三位，则双方各有30天来决定一位人选。人选条件主要按照ICC规定选拔。而EOS直接约定仲裁员只有一位，且由Block.one决定人选。
注解：相比较于ETH的仲裁，EOS确定的仲裁方式完全保障EOS方的利益，并不公平。
6. ETH和EOS的募集
**数据来源于wsj.com、fortune.com等网络媒体
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类似点
1. 项目开发的保证
ETH原文：Purchaser understands, that while the Ethereum Team will make reasonable efforts to complete the Ethereum software, it is possible that an official completed version of the Ethereum Platform may not be released and there may never be an operational Ethereum Platform. It is also possible that even if the Ethereum Team releases a completed version of the Ethereum Platform, due to a lack of public interest in decentralized applications or the Ethereum Platform itself, the Ethereum Platform could potentially be abandoned or shut down for lack of interest. Purchaser further recognizes that ETH may experience extreme volatility in pricing。
Purchaser also recognizes that the Ethereum Platform may be operational for a short or extended period of time, and may subsequently be abandoned by EthSuisse for a number of reasons, including a lack of interest from the public, a lack of funding, competing platforms that seek to develop decentralized applications, and competing non-affiliated Ethereum networks built on the same underlying protocol and open source technology.
Purchaser understands that there is no assurance that, if the Ethereum platform is launched, the platform software will be stable, or that the Ethereum ecosystem will be robust.
EOS原文：The EOS.IO Software might not be capable of completion, implementation or adoption. It is possible that no blockchain utilizing the EOS.IO Software will be ever be launched and there may never be an operational EOS Platform. Buyer should not rely on the EOS.IO Software or the ability to receive tokens associated with the EOS Platform in the future. Even if the EOS.IO Software is completed, implemented and adopted, it might not function as intended, and any tokens associated with a blockchain adopting the EOS.IO Software may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the EOS Tokens and any tokens transferable on the EOS Platform may become outdated.
The development of the EOS.IO Software may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
ETH和EOS都不保证各自项目未来一定能开发成功并上线运营。即使能上线运营，也不对项目未来成功与否给出承诺。项目有可能因为各种原因失败。
注解：虽然ETH和EOS团队在项目开发的保证上相似，但是结合前述关于募集资金的运用的不同，可以理解为仍存在以下细微差异：即当ETH项目失败时，募集到的资金理论上应该是已经全部花完。而EOS不能确定其项目失败时，募集资金是否已经被充分利用。
2. 关于ETH coin和EOS token的权利
ETH原文：Ownership of ETH carries no rights express or implied.
EOS原文：EOS TOKENS HAVE NO RIGHTS, USES OR ATTRIBUTES. The EOS Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, including, without limitation, any uses, purpose, attributes, functionalities or features on the EOS Platform. Company does not guarantee and is not representing in any way to Buyer that the EOS Tokens have any rights, uses, purpose, attributes, functionalities or features.
No Rights, Functionality or Features. EOS Tokens have no rights, uses, purpose, attributes, functionalities or features, express or implied. EOS Tokens do not entitle holders to participate on the EOS Platform, even if the EOS Platform is launched and the EOS.IO Software’s development is finished and the EOS.IO Software is adopted and implemented.
Not an Offering of Securities, Commodities, or Swaps. The sale of EOS Tokens and the EOS Tokens themselves are not securities, commodities, swaps on either securities or commodities or a financial instrument of any kind. Purchases and sales of EOS Tokens are not subject to the protections of any laws governing those types of financial instruments. This Agreement and all other documents referred to in this Agreement including the White Paper do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a security, commodity, or a swap on either a security or commodity.
No Claim, Loan or Ownership Interest. The purchase of EOS Tokens: (a) does not provide Buyer with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (b) is not a loan to Company; and (c) does not provide Buyer with any ownership or other interest in Company.
ETH coin和EOS token都表示其不代表任何价值。但是EOS具体说明即使未来EOS平台上线，EOS.IO开发完成并落地应用，公司也不承诺、不保证EOS代币未来有任何权利、用途或者价值等。
此外，EOS更进一步声明EOS不能作为任何的金融产品或衍生产品。以规避被认定为证券的风险。
最后，EOS还重申了EOS TOKEN不代表对公司收入、资产、分配、投票等有任何法律权力。也不代表对公司的贷款或者任何所有权。
3. 买方购买token行为的免责
ETH原文：THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING ETH AT THE PURCHASER’S SOLE RISK AND THAT ETH IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED).
EOS原文：Buyer expressly acknowledges, understands and agrees that Buyer is using the EOS Distribution Contract, the EOS Token Contract and purchasing EOS Tokens at the Buyer’s sole risk and that the EOS Distribution Contract, the EOS Token Contract and EOS Tokens are each provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by Company and Buyer shall rely on its own examination and investigation thereof.
ETH和EOS协议中都要求买方声明承诺购买行为时基于其自身的风险判断和现有技术情况的判断。团队都没有对未来币的任何属性和功能进行承诺。
4. Token分发的风险
ETH原文：WITHOUT LIMITING THE FOREGOING, NONE OF THE ETHSUISSE PARTIES WARRANT THAT THE PROCESS FOR PURCHASING ETH WILL BE UNINTERRUPTED OR ERROR-FREE.
EOS原文：Without limiting the foregoing, none of the block.one Parties represent or warrant that the process of purchasing the EOS Tokens or receiving the EOS Tokens will be uninterrupted or error-free or that the EOS Tokens are reliable and error-free. As a result, Buyer acknowledges and understands that Buyer may never receive EOS Tokens and may lose the entire amount Buyer paid to Company.
ETH和EOS发放的过程中都不是完全不会出错的，ETH和EOS团队都不对币发放过程中发生系统错误引发的损失承担责任。
5. 退款
ETH 原文：ALL PURCHASES OF ETH ARE FINAL. PURCHASES OF ETH ARE NON-REFUNDABLE. BY PURCHASING ETH, THE PURCHASER ACKNOWLEDGES THAT NEITHER ETHSUISSE NOR ANY OTHER OF THE ETHSUISSE PARTIES ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT THE PURCHASER WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR ANY ETH THAT IS NOT USED AS CRYPTOFUEL OR REMAINS UNUSED.
EOS原文：PURCHASE OF EOS TOKENS ARE NON-REFUNDABLE AND PURCHASES CANNOT BE CANCELLED. BUYER MAY LOSE ALL AMOUNTS PAID.
任何情况下，ETH和EOS都不会接受退款。
6. 未来的价格
ETH原文：By purchasing ETH, you expressly acknowledge and represent that you fully understand that ETH may experience volatility in pricing and will not seek to hold any of the EthSuisse Parties liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected to the sale of ETH.
EOS原文：By using the EOS Distribution Contract or the EOS Token Contract or by purchasing EOS Tokens, Buyer acknowledges, understands and agrees that: (a) EOS Tokens may have no value; (b) there is no guarantee or representation of liquidity for the EOS Tokens; and (c) the block.one Parties are not and shall not be responsible for or liable for the market value of EOS Tokens, the transferability and/or liquidity of EOS Tokens and/or the availability of any market for EOS Tokens through third parties or otherwise.
ETH和EOS都不对其未来价格的巨大波动承担责任。EOS更具体的声明除价格外，token的流通性和可用性等都不在其保证范围内。
7. 责任限制
ETH原文：THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, ETH OR THE ETHEREUM PLATFORM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE ETHSUISSE PARTIES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, ETH.
EOS原文：To the fullest extent permitted by applicable law, Buyer disclaims any right or cause of action against the block.one Parties of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of any block.one Party. Each of the block.one Parties shall not be liable to Buyer for any type of Damages, even if and notwithstanding the extent a block.one Party has been advised of the possibility of such Damages. Buyer agrees not to seek any refund, compensation or reimbursement from a block.one Party, regardless of the reason, and regardless of whether the reason is identified in this Agreement.
ETH和EOS都会起承担的责任进行了限制。ETH的免责声明适用于因使用或无法使用ETH或ETH平台而造成的各种损失。ETH团队不对这些损失承担任何责任。
EOS团队则要买方承诺放弃对Block.one方的诉讼权。并且Block.one不对造成的任何损失负责。不管什么原因，买方都同意不向Block.one相关方索取任何退款、赔偿。
8. 第三方相关损失
ETH原文：THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT ETHSUISSE PARTIES ARE NOT LIABLE, AND THE PURCHASER AGREES NOT TO SEEK TO HOLD ANY OF THE ETHSUISSE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF ETH, AND THAT THE RISK OF PURCHASING AND USING ETH RESTS ENTIRELY WITH THE PURCHASER .
EOS原文：To the fullest extent permitted by applicable law, Buyer releases the block.one Parties from responsibility, liability, claims, demands, and/or Damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between Buyer and the acts or omissions of third parties.
ETH和EOS都声明对于买方和其他第三方之间的行为和争议不承担责任。
9. 最大责任金额
ETH原文：TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE ETHSUISSE PARTIES BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO ETHSUISSE FOR THE PURCHASE OF ETH.
EOS原文： In no circumstances will the aggregate joint liability of the block.one Parties, whether in contract, warrant, tort or other theory, for Damages to Buyer under this Agreement exceed the amount received by Company from Buyer.
虽然ETH和EOS对自身责任进行了限制，甚至豁免。但是还是兜底约定，其各自能承担的最大责任金额不超过买方支付的购买价款。
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资料来源
1. ETH开发计划：
https://github.com/ethereum/www/blob/master-postsale/src/extras/pdfs/Ethereum-Dev-Plan.pdf
2. Intended use of revenue: https://web.archive.org/web/20140723210810/https://ethereum.org/pdfs/IntendedUseOfRevenue.pdf
3. Terms of ether sale:
https://web.archive.org/web/20141009231815/https://ethereum.org/pdfs/TermsAndConditionsOfTheEthereumGenesisSale-preview.pdf
4. Ether product purchase agreement: https://web.archive.org/web/20140723210906/https://ethereum.org/pdfs/EtherProductPurchaseAgreement.pdf
5. ETH官网在2014年9月11号关于前述文件的镜像：
https://web.archive.org/web/20140911095629/https://www.ethereum.org/
6. EOS购买协议地址：
1. https://eos.io/purchase-agreement
2. https://eos.io/documents/block.one%20-%20EOS%20Token%20Purchase%20Agreement%20-%20September%204,%202017.pdf
7. EOS购买协议的网站入口在2017年9月4号的镜像：
https://web.archive.org/web/20170904212932/https://eos.io/
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