IMPORTANT NOTE: HEROES TD TOKEN IS NOT BEING STRUCTURED OR SOLD AS SECURITIES OR ANY OTHER FORM OF INVESTMENT PRODUCT. ACCORDINGLY, NONE OF THE INFORMATION PRESENTED IN THIS PAGE IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION, AND NO SPECIFIC RECOMMENDATIONS ARE MADE OR INTENDED. THE SELLER EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY DIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER ARISING DIRECTLY OR INDIRECTLY FROM: (I) RELIANCE ON ANY INFORMATION CONTAINED IN THIS PAGE, (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION (III) ANY ACTION RESULTING FROM SUCH INFORMATION OR (IV) THE SALE OR USE OF HEROES TD TOKEN.
By purchasing, holding and using HEROES TD token, the Buyer expressly acknowledges that it understands and assumes the following risks:
1. Risk of changes in functionality
HEROES TD 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.
2. HEROES TD token is non-refundable
The Seller is not obliged to provide HEROES TD token holders with a refund related to HEROES TD token for any reason, and HEROES TD 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 HEROES TD token, including no promise of inherent value, no promise of continuing payments, and no guarantee that HEROES TD 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 HEROES TD token.
3. Risks Associated with the related Blockchain and underlying protocol
Because HEROES TD token and Heroes TD Game are based on blockchain technology, any malfunction, breakdown or abandonment of the relevant blockchain may have a material adverse effect on Heroes TD Game or HEROES TD token. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to HEROES TD token and Heroes TD Game by rendering ineffective the cryptographic consensus mechanism that underpins the relevant blockchain. The future of cryptography and security innovations is highly unpredictable.
Further, products or services available on Heroes TD Game 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 Heroes TD Game. Neither the Seller nor any Group Entity can be responsible for any such security vulnerabilities, errors, failures, bugs or economic loopholes.
4. Risk of Losing Access to HEROES TD token Due to Loss of Private Key(s)
A private key, or a combination of private keys, is necessary to control and dispose of HEROES TD 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 HEROES TD token may result in loss of such HEROES TD 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 HEROES TD token held by the Buyer. The Seller cannot be responsible for any such losses.
5. Risk of Mining Attacks
As with other decentralised cryptographic tokens based on blockchain technology, HEROES TD token is susceptible to attacks by miners in the course of validating HEROES TD 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 Heroes TD Game and HEROES TD token, including, but not limited to, accurate execution and recording of transactions involving HEROES TD token.
6. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organisations may attempt to interfere with Heroes TD Game or HEROES TD 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, because Heroes TD Game is based on open-source software, 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 Heroes TD Game, which could negatively affect Heroes TD Game and HEROES TD token.
7. Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, HEROES TD 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).
8. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of HEROES TD 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 Heroes TD Game and HEROES TD 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 Heroes TD Game and HEROES TD token. Regulatory actions could negatively impact Heroes TD Game and HEROES TD token in various ways, including, for purposes of illustration only, through a determination that HEROES TD token is a regulated financial instrument that requires registration or licensing, Heroes TD Game 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.
9. Risks Arising from Taxation
The tax characterisation of HEROES TD token and this Agreement is uncertain. The Seller intends to treat HEROES TD 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 HEROES TD token and this Agreement may be challenged, so that the tax consequences to a Buyer and the Seller relating to HEROES TD 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 HEROES TD 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.
10. Risk of alternative networks/competitors
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 HEROES TD token and/or Heroes TD Game. Heroes TD Game may compete with these alternative networks, which could negatively impact Heroes TD Game and/or HEROES TD token.
11. Risk of Insufficient Interest in Heroes TD Game or Distributed Applications
It is possible that Heroes TD Game 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 Heroes TD Game) more generally. Such lack of use or interest could negatively impact the development of Heroes TD Game and therefore the potential utility of HEROES TD token.
12. Risks Associated with the Development and Maintenance of Heroes TD Game
Heroes TD Game is still under development and may undergo significant changes over time. Although it is intended for HEROES TD token and Heroes TD Game to follow the specifications set forth in Schedule 1 of the SAFT, and the relevant Group Entity will endeavour to work towards those ends (subject to internal business considerations), changes may be required to be made to the specifications of HEROES TD token or Heroes TD Game for any number of reasons. This could create the risk that HEROES TD token or Heroes TD Game, 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 Heroes TD Game, it is still possible that Heroes TD Game will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact Heroes TD Game and HEROES TD token.
13. Inadequate disclosure of information
As at the date hereof, Heroes TD Game 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 Heroes TD Game, 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 HEROES TD token informed of every detail (including development progress and expected milestones) regarding the project to develop Heroes TD Game, hence insufficient information disclosure is inevitable and reasonable.
14. Risk of an Unfavourable Fluctuation of Currency Value
The Seller intends to use the proceeds from selling HEROES TD token to support the maintenance and development of Heroes TD Game, as described further in Schedule 2 of the SAFT. The proceeds of the sale of HEROES TD token will be mainly denominated in USDT, USDC and possibly other digital assets, and may be converted into other cryptographic and fiat currencies. In addition, sales of HEROES TD token may also be denominated in fiat currencies. If the value of digital assets fluctuates unfavourably during or after the sale of HEROES TD token, the relevant Group Entity may not be able to support development plans, or may not be able to maintain Heroes TD Game in the manner that it intended.
15. Risk of Dissolution of the Seller, any Group Entity or Heroes TD Game
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 HEROES TD token due to negative adoption of Heroes TD Game, the failure of commercial relationships, or intellectual property ownership challenges, Heroes TD Game may no longer be viable to operate and the Seller or any Group Entity may be dissolved.
16. Risks Arising from Lack of Governance Rights
Because HEROES TD 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 Heroes TD Game, to create and sell more HEROES TD token for use within Heroes TD Game, or to sell or liquidate any Group Entity. These decisions could adversely affect Heroes TD Game and HEROES TD token held by the Buyer.
17. Risks Involving Cloud Storage
As Heroes TD Game may provide a decentralised 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 utilise a variety of hardware and software that may interface with Heroes TD Game, 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 Heroes TD Game may face additional security vulnerabilities could adversely affect Heroes TD Game and therefore the future utility of any HEROES TD token held by the Buyer.
18. Risks associated with markets for HEROES TD token
There is no prior market for HEROES TD token and the sale of HEROES TD token may not result in an active or liquid market for HEROES TD token. HEROES TD token is designed to be utilised solely within Heroes TD Game, hence there may be illiquidity risk with respect to HEROES TD token held by the Buyer. HEROES TD token is not a currency issued by any central bank or national, supra-national or quasi-national organisation, 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 HEROES TD token on any market. Trading of HEROES TD token will merely depend on the consensus on its value between the relevant market participants. No one is obliged to purchase any HEROES TD token from any holder of HEROES TD token, nor does anyone guarantee the liquidity or market price of HEROES TD token to any extent at any time. Furthermore, HEROES TD 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 HEROES TD token may be in violation of applicable laws. Accordingly, the Seller cannot ensure that there will be any demand or market for HEROES TD token, or that the Purchase Price paid for HEROES TD token is indicative of any market valuation or market price for HEROES TD token.
Even if secondary trading of HEROES TD token is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to HEROES TD token (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile, decline below the Purchase Price which the Buyer had paid for HEROES TD token, and/or diminish to zero.
Due to the nature and operation of blockchain protocols, the total amount of circulating HEROES TD token could increase through the adoption of a new patch or upgrade of the source code. Any inflation in the quantity of HEROES TD token could adversely affect the market price of HEROES TD 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.
20. Loss of Talent
The development of Heroes TD Game 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 Heroes TD Game or its future development. Further, stability and cohesion within the team are critical to the overall development of Heroes TD Game. 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.
21. Failure to develop
Heroes TD Game 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 Heroes TD Game will not be executed or implemented as planned, or may not meet any expectation of purchasers of HEROES TD token, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or HEROES TD token, unforeseen technical difficulties, and shortage of development funds for activities.
22. Unanticipated Risks
Cryptographic tokens such as HEROES TD 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 HEROES TD token, including those that the Seller cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks discussed in this page.