Risk Disclosure Statement
RELATING TO PURCHASE, SALE AND USE OF DIGITAL ASSETS
ASSUMPTION OF RISKS; RELEASE OF ELPIS GLOBAL (EG)
Important Note: The Digital Assets (NFT of Assets, EBA, MEG) are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this section is intended to form the basis for any investment decision, and no specific recommendations are made or intended. EG and its Affiliates 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 section, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
Participating in the EG Services, purchasing Digital Assets and using any Services provided by EG involve significant risks and potential for financial losses, including without limit to the following.
You understand that your purchase of the Digital Assets involved significant risks, all of which you fully and completely assume, including, but not limited that (i) the ecosystem, technology and economic models associated with the Digital Assets will not function as intended; (ii) the Digital Assets, its associated blockchain network and ecosystem will fail to attract sufficient interest, use and adoption from users and key stakeholders; (iii) the Digital Assets have been previously sold to third party purchasers, including at prices which may be lower than the price that you will pay in this offering, and (iv) parties involved in the development of the Digital Assets, including members of the blockchain ecosystem, may be subject to investigation and punitive actions from governmental authorities.
THE RISK OF LOSS IN BUYING, HOLDING AND TRADING DIGITAL ASSETS THEREIN, INCLUDING THE DIGITAL ASSETS, CAN BE IMMEDIATE AND SUBSTANTIAL. THERE IS NO GUARANTEE AGAINST LOSSES FROM PARTICIPATING IN THE OFFERING. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER TRADING OR HOLDING THE DIGITAL ASSETS IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION.
BY PURCHASING, HOLDING AND USING DIGITAL ASSETS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THE FOLLOWING RISKS:
1.Risk of Losing Access to Digital Asset Due to Loss of Private Key(s), Custodial Error or Purchaser Error
A private key, or a combination of private keys, is necessary to control and dispose of Digital Asset stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Digital Assets will result in loss of such Digital Assets. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a digital wallet or vault service you use, may be able to misappropriate your Digital Asset. EG and its Affiliates are not responsible for any such losses.
Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store Digital Asset, including your own failure to properly maintain or use such digital wallet or value, may also result in the loss of your Digital Asset. Additionally, your failure to follow precisely the procedures set forth in
2. Risks Associated with the Blockchain Protocol
Because Digital Assets and the Game are based on the blockchain protocol, any malfunction, breakdown or abandonment of the blockchain protocol may have a material adverse effect on the Game or Digital Assets. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Digital Assets and the Game by rendering ineffective the cryptographic consensus mechanism that underpins the blockchain protocol. Upgrades to the Game after it launches or a change in how transactions are confirmed on the Game may have unintended adverse effects on Digital Assets.
3. Risk of Mining Attacks
As with other decentralized cryptographic Digital Assets based on the Blockchain protocol, the Digital Assets are susceptible to attacks by miners in the course of validating Digital Asset transactions on the 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 Game and the Digital Assets, including, but not limited to, accurate execution and recording of transactions involving Digital Assets.
4. Risk of Hacking and Security Weaknesses
Digital Assets may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the Game or the Digital Assets 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 the EG team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Game, which could negatively affect the Game and Digital Asset, including EG Services’ utility for obtaining Services.
5. Risks Associated with Markets for Digital Asset
Digital Assets are intended to be used solely on the Game. This restricts the contemplated avenues for suing Digital Asset to obtain Services or access the Game and could therefore create illiquidity risk with respect to Digital Asset you hold. Even if secondary trading of Digital Asset 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 market-related risks. Furthermore, to the extent that third parties do ascribe an external exchange value to Digital Asset (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
6. Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, Digital Asset are uninsured unless you specifically obtain 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 us, to offer recourse to you.
7. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of Digital Asset and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulations with respect to such technology and its applications. It is likewise difficult to predict how or whether legislature or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Game and Digital Asset. Regulatory actions could negatively impact the Game and Digital Asset in various ways, including, for purposes of illustration only, through a determination that Digital Asset is a regulated financial instrument that requires registration or licensing. EG may cease operations in a jurisdiction in the event that regulatory actions or changes to law or regulations make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
8. Risk Arising from Taxation
The tax characterization of Digital Asset is uncertain. You must seek your own tax advice in connection with purchasing, holding and utilizing Digital Asset, which may result in adverse tax consequences to you, including withholding taxes, transfer taxes, value added taxes, income taxes, and similar taxes, levies, duties or other charges and tax reporting requirements. It is also possible that the income of the EG would be subject to significant amounts of income and/or withholding taxes. The uncertainty in the tax treatment of Digital Assets and transactions in Digital Assets may expose subscribers, prospective purchasers and the EG alike to unforeseen future tax consequences associated with the purchase, ownership, sale or other use of Digital Assets.
9. Risk of Insufficient Interest in the Game or Distributed Applications
It is possible that the Game will not be used by a larger number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed Games (such as the Game) more generally. Such a lack of use or interest could negatively impact the development of the Game and the potential utility of Digital Asset, including its utility for obtaining Services.
10. Risks Associated with the Development and Maintenance of the Game
The Game is still under development and may undergo significant changes over time. The Game’s development will require significant capital, the expertise of the EG’s management and substantial time and effort by skilled developers and other parties. The EG may not retain the services or developers with the technical skills and expertise needed to successfully develop the Game and progress it to a successful launch. In addition, there can be no assurance that the Game will function as intended or that it will be able to sustain long-term operation of Digital Assets or other large-scale D-apps or cryptocurrencies. Although we intend for Digital Asset and the Game to follow the specifications and will take commercially reasonable steps toward those ends, we may have to make changes to the specifications of Digital Asset or the Game for any number of legitimate reasons. This could create the risk that Digital Asset or the Game, as further developed and maintained, may not meet your expectations at the time of purchasing Digital Asset. Furthermore, despite our good faith efforts to develop and maintain the Game, it is still possible that the Game will experience malfunction or otherwise fail to be adequately or maintained, which may negatively impact the Game and the potential utility of Digital Asset, including its utility for obtaining Services.
The EG plans to incorporate various technology solutions into the Game. Some or all of these technology solutions may be new and/or relatively untested. There is significant risk to building and implementing such new technologies that may have never been used, or that are being used in different ways. There is no guarantee that such technologies will operate as intended or as described in the White paper.
11. Risks Associated with Intellectual Property Matters
The EG does not currently hold any issued patents and, thus, would not be entitled to exclude or prevent other entities from replicating their technology, methods and processes. While the EG enters into confidentiality and invention assignment agreements with its developers, no assurance can be given that these agreements will be effective in controlling access to the EG’s proprietary information and trade secrets. The confidentiality agreements on which the EG relies to protect certain technologies may be breached, may not be adequate to protect its confidential information, trade secrets and proprietary technologies and may not provide an adequate remedy in the event of unauthorized use or disclosure of its confidential information, trade secrets or proprietary technology. Further, these agreements do not prevent the EG’s competitors or others from independently developing technology that is substantially equivalent or superior to their technology. In addition, others may independently discover the EG’s trade secrets and confidential information, and in such cases, the EG likely would not be able to assert any trade secret rights against such parties.
Although the EG does not believe that the technology, processes and methods relating to the Game have been patented by any third party, it is possible that patents have been issued to third parties that cover all or a portion of the Game. Patent holders or other intellectual property owners may assert that the Game or EG’s methods or practices infringe, misappropriate or otherwise violate their intellectual property or other proprietary rights. Any such claims, regardless of merit, could result in substantial expenses, divert the attention of management or materially disrupt the operation of the Game, including through awarded injunctive relief.
12. Risk of Unfavorable Fluctuation of Ether and other Currency Value
The EG team intends to use the proceeds from selling Digital Asset to fund the maintenance and development of the Game. The proceeds of the sale of Digital Asset will be denominated into other cryptographic and fiat currencies. If the value of the currencies fluctuates unfavorably during or after the Sale Period, the EG may not be able to fund development, or may not be able to develop or maintain the Game in the manner that it intended.
13. Risk of Dissolution of the EG
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the cryptographic and fiat currencies, decrease in Digital Asset’s utility (including its utility for obtaining Services), the failure of commercial relationships, or intellectual property ownership changes, the Game may no longer be viable to operate and the EG may dissolve.
14. Risks Arising from Lack of Governance Rights
Because Digital Asset confers no governance rights of any kind with respect to the Game, to sell more Digital Asset for use in the Game, or to merge or liquidate the EG. These decisions could adversely affect the Game and the utility of Digital Asset that you hold, including Digital Asset’s utility for obtaining Services.
15. Risks Associated with New and Evolving Laws Impacting Blockchain and Smart Contract Technology
The blockchain and smart contract technology ecosystems, and by extension our own Game, are subject to a variety of state and international laws and regulations, including those with respect to consumer privacy, data protection, consumer protection, content regulation, network neutrality, cyber security, data protection, intellectual property (including copyright, patent, trademark and trade secret laws), defamation, child protection, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change.
In addition, new laws or regulations affecting the EG could be enacted. As the Game evolves, EG may be subject to new laws and the application of existing laws to us might change. These laws and regulations are frequently costly to comply with and may divert a significant portion of EG’s attention and resources. If we fail to comply with these applicable laws or regulations, we could receive negative publicity and be subject to significant liabilities which could adversely impact the EG, the Game and Digital Assets, including Digital Asset’s utility for obtaining Services.
The Game will operate in a new and developing legal environment. There is no established body of law or court decisions concerning blockchain and smart contracts, and the law regarding Digital Asset sales and cryptocurrencies is developing. As a result, it is possible that there could be legal disputes over the interpretation of smart contracts used in connection with the Game, thus undermining the functionality of the Game and Digital Assets. To the extent licenses or other authorizations are required in one or more jurisdictions in which the EG operates or will operate, there is guarantee that the EG will be granted such licenses or authorizations. The EG may need to change its business model to comply with these licensing and/or registration requirements (or any other legal or regulatory requirements) in order to avoid violating applicable laws or regulations or because of the cost of such compliance. Uncertainty in how the legal and regulatory environment will develop could negatively impact the EG.
The cryptocurrency market is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of EG or enact regulations or pursue enforcement actions against the EG, which may result in curtailment of, or inability to operate, the Game as intended, or judgments, settlements, fines or penalties against the EG. In addition, non-governmental parties may bring private legal actions against the EG, either individually or as a class, which may result in curtailment of, or inability to operate, the Game as intended, or judgments, settlements, fines or penalties against the EG.
16. Countering the Financing of Terrorism (“CFT”) and Anti-Money Laundering (“AML”)
In the event that licenses, registrations or other authorizations are required under applicable CFT and/or AML regulations to operate the Game, there is no guarantee that the EG will be able to successfully obtain such licenses, registrations or authorizations. In addition, any illicit use of Digital Assets by bad actors could breach such regulations and seriously impact the global reputations of the Game. In such an event, it is conceivable that this could trigger scrutiny by CFT and AML regulators and potentially cause significant disruption to the distribution and circulation of Digital Assets.
17. Unanticipated Risks
Cryptographic Digital Assets such as Digital Asset are a new and untested technology. In addition to the risks included in this section, there are other risks associated with your purchase, holding and use of Digital Asset, including those that the EG cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this section.