Purchases of digital assets involve significant risks due to, among other things, the rapidly evolving, economical, commercial, technological, legal, and regulatory environment of such assets, which could negatively impact the Tokens.
Participants must rely on their own careful review of all information provided by Peccala and on their own careful examination of the other Marketing Documents, weighing all risks involved with an investment in Peccala Tokens. Participants should not construe the contents of any Marketing Documents or Legal Agreements as providing legal, tax or accounting advice and each Participant is urged to consult with its own advisors with respect to the legal, tax, regulatory, financial and accounting consequences of a purchase of Tokens.
Each Participant should read, comprehend and consider carefully the risks described below before deciding whether to purchase Tokens. Such decision must be made with a full awareness of the risks involved, which include the risk of a total loss of contributions, a total loss of Tokens or a total loss of the utility or value of Tokens.
NB. This Risk Disclosure is also presented as Schedule 1 of the Token Purchase Agreements participants will agree to when purchasing Peccala Tokens.
A. Participants May Lose Their Entire Purchase Amount
Tokens are highly speculative, and any return is contingent upon numerous circumstances, many of which are beyond the control of the Issuer. Participants should only acquire Tokens if they are prepared to lose the entirety of their Contribution. The volatility and unpredictability of the price of digital assets generally, including the Tokens, relative to fiat and other currency may result in significant loss over a short period of time.
B. Tokens are Novel
The Tokens have no performance history and are novel. The Tokens are not insured, guaranteed, backed by an indenture or sinking fund, or otherwise supported in their price by any underlying item of value. Any value they may hold at any time may decrease or be eliminated in the future. Tokens represent instruments of the Issuer and are not the obligations of or guaranteed or indemnified by any other entity. Transfers of Tokens into Restricted Jurisdictions are prohibited. These prohibitions may limit the demand for Tokens and the price at which they trade. Tokens are not legal tender, are not backed by any government, and accounts and value balances are not subject to related protections. Digital assets are volatile, and Tokens may suffer from such volatility. Further, Tokens may be significantly influenced by microeconomic and macroeconomic market factors. Volatility may decrease the use of Tokens or result in a perception that they are unreliable.
C. Regulatory Measures
General regulation of digital assets and blockchain technologies (which include Tokens and of transactions such as the distribution of Tokens hereunder) lack uniformity and are not yet settled in many jurisdictions. These regulations are evolving rapidly, are subject to significant variation among international jurisdictions and are generally subject to significant uncertainty.
Further, changes to laws or regulations, including the enactment of new requirements in relation to regulatory authorization, anti-money laundering, financial promotions, the use of third-party affiliates, taxation, the internet or e-commerce (or change in the application or interpretation of existing regulations or laws by regulators or other
Last updated: 20 January 2022
authorities) in any jurisdiction in which the Issuer or an Issuer Affiliate currently carries on, or wishes to carry on, business might oblige the Issuer or Issuer Affiliate to cease conducting business, or modify the manner in which they conduct, or plan to conduct, business, in that jurisdiction.
The Issuer may receive queries, notices, warnings, requests or rulings from one or more regulatory authorities from time to time or may even be ordered to suspend or discontinue any action in connection with the distribution of Tokens. Any non-compliance where applicable laws or regulations apply in any jurisdiction could have a significant impact on the way in which the Issuer conducts its business and could subject the Issuer to criminal penalties, civil lawsuits, warning notices, fines and/or other sanctions from regulators or authorities. The failure to obtain prior regulatory authorization in a jurisdiction or the refusal of a regulator to grant that authorization in a jurisdiction where they may wish to operate could prevent the Issuer from maintaining or expanding its business.
Any of the factors described above could have a material adverse effect on the reputation, business, financial condition, and operating results of the Issuer. In such a case, the value of Tokens may be negatively affected or may even decrease to zero.
D. Significant Litigation and Liability Risks
Many aspects of the Issuer’s business involve risks of liability. These risks include, among others, potential liability from disputes over terms of a trade and the claim that a system failure or delay caused monetary loss to a participant.
Cryptography is constantly evolving and current systems cannot guarantee absolute security going forward. Advances in cryptographic methods or algorithms, or with technology such as with quantum computing, could present risks to all cryptography-based systems, including Tokens and the protocols upon which they are based. These advances could result in the theft, loss, disappearance, destruction or devaluation of Tokens.
F. Rapid Changes in Technology and Client Preferences
The blockchain industry is characterized by rapid technological change, changing uses, changes in customer demands, frequent product and service introductions and the emergence of new industry standards and practices. The Issuer may not successfully implement new technologies or adapt technology to market demands or emerging industry standards in a timely and cost-effective manner.
G. Source Code Could Contain Significant Flaws
No one can guarantee Tokens to be flaw-free. Flaws, errors, defects and bugs in such may disable functionality for users, expose users’ information or otherwise negatively impact users. This could compromise the value of all Tokens.
H. Blockchain May Fork
The blockchain upon which Tokens are built is an open source protocol. Once released to the open-source community, anyone may clone the source code and develop a diverging blockchain protocol without prior permission by anyone else. The acceptance and support for such a divergent blockchain by some faction of the
Last updated: 20 January 2022
blockchain community could result in a ‘fork’ in the blockchain. The existence of one or more forks in the blockchain may undermine the usability and sustainability of Tokens.
I. Prohibitively High Prices for Transactions
Transactions over a blockchain, including the transfer of Tokens, may incur a transaction fee. Whilst at the date of this Agreement, prices for basic transactions are nominal, there is no certainty that transaction fees will not increase, making processing transactions over the network prohibitively expensive and commercially unfeasible.
J. Tokens May be Lost or Stolen
Tokens stored in a digital wallet, for the avoidance of doubt including the Participant Wallet, are accessible by a private key, which is simply a unique string of text. The loss or destruction of a digital wallet's private key may render the Tokens on such wallet inaccessible. Further, if a private key is learned or copied by another person, such person could misappropriate the Tokens stored in the digital wallet. Participants are required to safeguard the private keys of their digital wallets. The Issuer will not be liable for any losses due to any situation in which a private key is lost, divulged, destroyed or otherwise compromised.
K. Tokens may be Considered Securities in Some Jurisdictions
Tokens may be deemed to be securities subject to regulatory restrictions in certain jurisdictions. For example, applicable securities laws may limit the ability to hold more than a certain amount of Tokens, restrict the ability to transfer Tokens, require disclosure or other conditions on a Participant in connection with any sale of Tokens, and may restrict the businesses that facilitate exchanges of Tokens. Every Participant is required to make diligent inquiry to determine if the acquisition, possession and transfer of Tokens is legal in its jurisdiction and to comply with all applicable laws.
L. This Agreement May be Terminated
This Agreement may be terminated in accordance with Clause 8 (Termination). Should this occur, there is a risk that Participants will not receive their allocate Tokens. Further, even if the Issuer is able to remit payments in full, the value of payments may have decreased due to fluctuation in the market rate of cryptographic tokens, deductions of transaction fees or other factors.
M. Taxation Issues
Tax laws and regulations are highly complex and subject to interpretation, especially when cross-border transactions and multiple tax jurisdictions are involved. Participants may have tax reporting implications and participating in any distribution of Tokens may create liabilities for Participants, depending on their tax jurisdiction and situation. The taxation of digital assets is an evolving area of law and often varies widely between jurisdictions. Participants are urged to consult their tax advisors prior to participating in a purchase of Tokens. The Issuer expressly disclaims responsibility and liability for the tax treatment and tax obligations arising from any participation in a distribution of Tokens.
N. Internal Control Risk
The Issuer has put in place systems and procedures that they believe to be adequate to safeguard the security, integrity and confidentiality of information, to block users from certain jurisdictions and to protect Tokens from being used to defraud, launder money or for other unlawful activities. These systems and controls could fail or otherwise be found to be inadequate, either currently or as a result of future technological developments. This could result in violations of applicable laws or regulations. Any such violations or claims in respect of any such violations could damage the reputation of Tokens and force the Issuer to incur legal and other costs and possibly
Last updated: 20 January 2022
financial penalties, any of which could have a material and adverse effect on the reputation, operations, financial performance, and prospects of Tokens. In addition, failure to adequately monitor and prevent money laundering and other fraudulent activity could result in civil or criminal liability for the Issuer.
O. Talent Risk
Whilst contractual arrangements have been entered into with members of senior management and other key personnel with the aim of securing the services of each of them, retention of these services cannot be guaranteed and there is a risk that other companies, including competitors, may seek to hire those staff. The loss of the services of any of the senior management team or key personnel may have a material adverse effect on Tokens and their commercial and financial performance.
P. Corporate Risks
The Issuer is incorporated under the laws of the British Virgin Islands with limited liability. The Issuer is incorporated in the British Virgin Islands because of certain benefits associated with being a British Virgin Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of exchange control or currency restrictions and the availability of professional and support services. However, the British Virgin Islands provide consumer protections for Participants to a significantly lesser extent than other jurisdictions.
Q. Intellectual Property Rights
The Issuer depends on proprietary technology and other intellectual property. The Issuer may not be able to prevent misappropriation of their proprietary technology or intellectual property. Failure to adequately protect the Issuer’s proprietary technology and intellectual property could cause reputational harm and affect the Issuer’s ability to compete effectively. Litigation to enforce intellectual property rights may require significant financial and managerial resources. Competitors may have obtained or obtain in the future patent and intellectual property rights, and allegations that the Issuer has infringed the intellectual property rights of third parties which may be costly to defend. The Issuer may be required to stop developing or marketing products or services, obtain licenses, redesign the products or services or pay damages.
R. Reliance on Third-Party Providers
The Issuer depends on a number of suppliers. If these companies were to discontinue providing services or fail to provide the type of service agreed to, the Issuer could experience significant disruption, may be subject to litigation or be subjected to increased regulatory scrutiny.
S. Contribution Risk
Purchase of Tokens involves a high degree of risk and is suitable only for Participants that have no immediate need for liquidity of the Contribution amount and can withstand a loss of their entire Contribution. There can be no assurance that any rate of return objectives will be realised or that there will be any return of capital.
Last updated: 20 January 2022