Risks and Disclamers
We acknowledge that you understand and assume the following risks:
GRACE Token does not have any rights, uses, purpose, attributes, functionalities or features, express or implied, except for those which are specifically described in the Whitepaper and which may change from time to time.
The Seller is not obliged to provide GRACE Token holders with a refund related to GRACE Token for any reason, and GRACE Token holders acknowledge and agree that they will not receive money or other compensation in lieu of a refund. No promises of future performance or price are or will be made in respect to GRACE Token, including no promise of inherent value, no promise of continuing payments, and no guarantee that GRACE Token will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the laws in the jurisdiction of GRACE Token.
Because GRACE Token and the GRACE platform are based on blockchain technology, any malfunction, breakdown or abandonment of the relevant blockchain may have a material adverse effect on the GRACE platform or GRACE Token. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to GRACE Token and the GRACE platform by rendering ineffective the cryptographic consensus mechanism that underpins the relevant Blockchain. The future of cryptography and security innovations are highly unpredictable.
Further, products or services available on the GRACE platform may require digital assets provided by a user to be deposited with, "staked" with and/or otherwise require interaction with various third party decentralised finance protocols which primarily comprise smart contracts deployed on the relevant blockchain. These third party decentralised finance protocols and the development team behind these protocols are independent third parties, so the Seller and Group Entities have no control over these protocols or teams. These deployed smart contracts underlying the decentralised finance protocols may contain security vulnerabilities, errors, failures, bugs or economic loopholes which may be exploited by third parties, causing you to suffer losses in connection with savings game product(s) available on the GRACE platform. Neither the Seller nor any Group Entity can be responsible for any such security vulnerabilities, errors, failures, bugs or economic loopholes.
A private key, or a combination of private keys, is necessary to control and dispose of GRACE Token stored in the Buyer's digital wallet, vault or other storage mechanism. Accordingly, loss of
requisite private key(s) associated with the Buyer's digital wallet, vault or other storage mechanism storing GRACE Token may result in loss of such GRACE Token. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service used by the Buyer, may be able to misappropriate any GRACE Token held by the Buyer. The Seller cannot be responsible for any such losses.
As with other decentralised cryptographic tokens based on blockchain technology, GRACE Token is susceptible to attacks by miners in the course of validating GRACE Token transactions on the relevant 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 GRACE platform and GRACE Token, including, but not limited to, accurate execution and recording of transactions involving GRACE Token.
Hackers or other malicious groups or organisations may attempt to interfere with the GRACE platform or GRACE Token in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, there is a risk that a third party or a member of any Group Entity may intentionally or unintentionally introduce weaknesses into the core infrastructure of the GRACE platform, which could negatively affect the GRACE platform and GRACE Token.
Unlike bank accounts or accounts at some other financial institutions, GRACE Token is uninsured unless the buyer specifically obtains private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by the Seller, to provide recourse (and in any event, the Seller is not obliged to compensate or insure the Buyer for any event of loss or loss of utility value).
The regulatory status of GRACE Token and distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern cryptocurrency markets. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the GRACE platform and GRACE Token. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the GRACE platform and GRACE Token. Regulatory actions could negatively impact the GRACE platform and GRACE Token in various ways, including, for purposes of illustration only, through a determination that GRACE Token is a regulated financial instrument that require registration or licensing, the GRACE platform may not be able to provide regular service in certain areas. Any Group Entity may cease operations 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 to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
The tax characterization of GRACE Token and this Agreement is uncertain. The Seller intends to treat GRACE Token and this Agreement neither as an equity interest nor as a debt interest in the Seller for tax purposes. It is possible that the Seller’s intended treatment of GRACE Token and this Agreement may be challenged, so that the tax consequences to a Purchaser and the Seller relating to GRACE Token and this Agreement could differ from those described above. The Buyer must seek its own tax advice in connection with purchasing, holding and utilising GRACE Token, which may result in adverse tax consequences to the Buyer, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.
It is possible that alternative networks could be established in an attempt to facilitate services that are similar to the Services, or alternative networks could be established that utilise the same or similar code and protocol underlying GRACE Token and/or the GRACE platform. The GRACE platform may compete with these alternative networks, which could negatively impact the GRACE platform and/or GRACE Token.
It is possible that the GRACE platform will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as that on the GRACE platform) more generally. Such lack of use or interest could negatively impact the development of the GRACE platform and therefore the potential utility of GRACE Token.
The GRACE platform is still under development and may undergo significant changes over time. Although it is intended for GRACE Token and the GRACE platform to follow the specifications set forth in Schedule 1, and the relevant Group Entity will endeavor to work towards those ends (subject to internal business considerations), changes may be required to be made to the specifications of GRACE Token or the GRACE platform for any number of reasons. This could create the risk that GRACE Token or the GRACE platform, as further developed and maintained, may not meet the Buyer's expectations or requirements at the time of purchase. Furthermore, despite the Seller's good faith efforts to develop and maintain the GRACE platform, it is still possible that the GRACE platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the GRACE platform and GRACE Token.
As at the date hereof, the GRACE platform is still under development and its design concepts, consensus mechanisms, algorithms, codes, and other technical details and parameters may be constantly and frequently updated and changed. Although this Agreement contains the most current information relating to the GRACE platform, it is not absolutely complete and may still be adjusted and updated by the team from time to time. The team has no ability and obligation to keep holders of GRACE Token informed of every detail (including development progress and expected milestones) regarding the project to develop the GRACE platform, hence insufficient information disclosure is inevitable and reasonable.
Risk of an Unfavorable Fluctuation of Currency Value
The Seller intends to use the proceeds from selling GRACE Token to support the maintenance and development of the GRACE platform, as described further in Schedule 2. The proceeds of the sale of GRACE Token will be mainly denominated in BTC, ETH, USDT, USDC and possibly other digital assets, and may be converted into other cryptographic and fiat currencies. In addition, sales of GRACE Token may also be denominated in fiat currencies. If the value of digital assets fluctuates unfavorably during or after the sale of GRACE Token, the relevant Group Entity may not be able to support development plans, or may not be able to maintain the GRACE platform in the manner that it intended.
Start-up companies such as the Seller involve a high degree of risk. Financial and operating risks confronting start-up companies are significant, and the Seller is not immune to these. Start-up companies often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved.
It is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of cryptographic and fiat currencies, decrease in the utility of GRACE Token due to negative adoption of the GRACE platform, the failure of commercial relationships, or intellectual property ownership challenges, the GRACE platform may no longer be viable to operate and the Seller or any Group Entity may be dissolved.
Because GRACE Token confers no governance rights of any kind with respect to the Seller or any Group Entity, all decisions involving the Seller or its Affiliates will be made by the relevant Group Entity at its sole and absolute discretion, including, but not limited to, decisions to discontinue the operations or development of the GRACE platform, to create and sell more GRACE Token for use within the GRACE platform, or to sell or liquidate any Group Entity. These decisions could adversely affect the GRACE platform and GRACE Token held by the Buyer.
As the GRACE platform may provide a decentralized cloud storage service to individual and institutional clients, including users and applications, the Services are susceptible to a number of risks related to the storage of data in the cloud. The Services may involve the storage of large amounts of sensitive and/or proprietary information, which may be compromised in the event of a cyberattack or other malicious activity. Similarly, the Services may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. Because users can utilize a variety of hardware and software that may interface with the GRACE platform, there is the risk that the Services may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Group Entities do not control. The risk that the Services may face increasing interruptions and the GRACE platform may face additional security vulnerabilities could adversely affect the GRACE platform and therefore the future utility of any GRACE Token held by the Buyer.
There is no prior market for GRACE Token and the sale of GRACE Token may not result in an active or liquid market for GRACE Token. GRACE Token is designed to be utilized solely within the GRACE platform, hence there may be illiquidity risk with respect to GRACE Token held by the Buyer. GRACE Token is not a currency issued by any central bank or national, supra-national or quasi-national organization, nor is it backed by any hard assets or other credit nor is it a "commodity" in the usual and traditional sense of that word. The Seller is not responsible for, nor does the Seller pursue, the circulation and trading of GRACE Token on any market. Trading of GRACE Token will merely depend on the consensus on its value between the relevant market participants. No one is obliged to purchase any GRACE Token from any holder of GRACE Token, nor does anyone guarantee the liquidity or market price of GRACE Token to any extent at any time. Furthermore, GRACE Token may not be resold to a purchaser who is a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a Restricted Country or to purchasers where the purchase of GRACE Token may be in violation of applicable laws. Accordingly, the Seller cannot ensure that there will be any demand or market for GRACE Token, or that the price paid for GRACE Token is indicative of any market valuation or market price for GRACE Token. Furthermore, to the extent that third parties do ascribe an external exchange value to GRACE Token (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile, decline below the price which the Buyer had paid for GRACE Token, and/or diminish to zero.
Due to the nature and operation of blockchains, the total amount of circulating GRACE Token could increase through the adoption of a new patch or upgrade of the blockchain source code. Any inflation in the quantity of GRACE Token could adversely affect the market price of GRACE Token, and
Consequently, Buyers may suffer economic losses. Neither the Seller nor any Group Entity provides any guarantee that a Buyer would be compensated (in any manner) for such inflation.
The development of the GRACE platform depends on the continued cooperation of the existing technical team and expert consultants, who are highly knowledgeable and experienced in their respective sectors. The loss of any member may adversely affect the GRACE platform or its future development. Further, stability and cohesion within the team is critical to the overall development of the GRACE platform. There is the possibility that conflict within the team and/or departure of core personnel may occur, resulting in negative influence on the project in the future.
The GRACE platform is still in the developmental stage, hence there may be large changes to the final design before the official version is released. There is the risk that the development of the GRACE platform will not be executed or implemented as planned, or may not meet any expectation of purchasers of GRACE Token, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or GRACE Token, unforeseen technical difficulties, and shortage of development funds for activities.
Cryptographic tokens such as GRACE Token are a new and untested technology. In addition to the aforementioned risks, there may be other risks associated with the Buyer's purchase, holding and use of GRACE Token, including those that the Seller cannot anticipate.
Last updated