All MSQ Token purchasers must read the following Risk Disclaimer before: (i) making use of the Lite Paper, or of the White Paper, or any and all information available on the website(s) of Magic Square Int Ltd (the “Company”) located at https://magicsquare.io/ (the “Website”), including any information concerning the smart contract system developed by the Company as more fully described in the Lite Paper and White Paper, including the MSQ Tokens (the “MSQ Tokens”) the use of which, or any part thereof, may be subject to additional terms and conditions (all together, the “Platform”); or (ii) participating in the Company’s MSQ Token sale outlined in the Lite Paper (the “Token Sale”). This Risk Disclaimer applies to the Lite Paper and the White Paper and any and all information available on the Website or Platform. This Risk Disclaimer may be updated from time to time and will be published as part of the latest version of the Lite Paper or the White Paper which shall be available on the Website.
The information set forth in this Risk Disclaimer may not be exhaustive and does not imply any elements of a contractual relationship. While we make every reasonable effort to ensure that all information in: (i) the Lite Paper; (ii) the White Paper; and (iii) available on the Website and the Platform (collectively referred to as the “Available Information”) is accurate and up to date, such Available Information in no way constitutes professional advice. The Company neither guarantees nor accepts responsibility for the accuracy, reliability, current state (as of the Lite Paper or the White Paper, as applicable) or completeness of the Available Information.
The Company has approached the Token Sale in a responsible and sensible manner. Given the uncertain and largely unregulated status of distributed ledger technologies, businesses and activities as well as virtual assets (including cryptocurrency) and virtual asset-related businesses and activities, the Company has spent a significant amount of time and resources to consider its business approach and where it proposes to operate now and in the future. The Company will look to comply with all British Virgin Islands laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees, as well as with laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees (“Laws“) of other jurisdictions that it is required to comply with. However, due to the current uncertain state of regulation across the world, the Company cannot guarantee the legality of the Company’s business platform or its ability to develop, or structure or authorize any future MSQ Token functionality in every jurisdiction but the Company will strive to be responsive and compliant in the face of any regulatory inquiry.
The MSQ Tokens are intended to serve as functional utility tokens designed for the Company’s Platform. The MSQ Tokens are not viewed by the Company as securities or as any financial instruments. In the event that you purchase MSQ Tokens, your purchase cannot be refunded or exchanged, unless otherwise specifically stated in the Lite Paper, White Paper, or the Token Sale agreement signed between you and the Company. The Company does not recommend purchasing MSQ Tokens for speculative investment purposes. MSQ Tokens do not entitle you to any equity, corporate governance, dividends, voting or similar right or entitlement in the Company or in any of its affiliated companies. MSQ Tokens are sold as digital assets, similar to downloadable software, digital music and the like. The Company does not recommend that you purchase MSQ Tokens unless you have prior experience with cryptographic tokens, or blockchain-based software and distributed ledger technology and, unless you have received independent professional advice.
The MSQ Tokens described in the Lite Paper or in the White Paper are not intended to constitute securities or financial instruments in any jurisdiction, nor any other form of investment. The Lite Paper or the White Paper does not constitute a prospectus or offer document of any sort and the Available Information is not intended to constitute an offer of securities or any financial instrument or a solicitation for investment in any jurisdiction. The Company does not provide any opinion or any advice to purchase, sell, or otherwise transact with MSQ Tokens and the presentation, publication or communication of all or any part of the Available Information shall not form the basis of, or be relied upon in connection with, any contract or investment decision.
No person is bound to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of all or any part of the Available Information.
No regulatory authority has examined or approved of any of the Available Information. No such action has been or will be taken under the Laws of any jurisdiction. The publication, distribution or dissemination of the Available Information does not imply that the applicable Laws have been complied with.
No part of the Available Information should be considered to be business, legal, financial or tax advice regarding the Company, the MSQ Tokens, the Token Sale or any of the matters to which all or any part of the Available Information relates. You should consult your own legal, financial, tax or other professional advisor regarding the Available Information. You should be aware that you may be required to bear the financial risk of any purchase of MSQ Tokens for an indefinite period of time.
All statements contained in the Available Information, statements made in any press releases or in any place accessible by the public and oral statements that may be made by the Company or any current or former employees, officers, directors, partners, trustees, representatives, agents, advisors, contractors, or volunteers of the Company (“CompanyRepresentatives“) (as the case may be), that are not statements of historical fact, constitute “forward looking statements”. Some of these statements can be identified by forward-looking terms such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will” or other similar terms. However, these terms are not the exclusive means of identifying forward-looking statements. All statements regarding the Company’s financial position, business strategies, plans and prospects, and the future prospects of the industry in which the Company operates in are forward-looking statements. These forward-looking statements, including but not limited to statements as to the Company’s revenue, profitability and growth, expected revenue profitability and growth, prospects, future plans, and other expected industry trends and other matters discussed in the Available Information regarding the Company are matters that are not historical facts, but only estimations and predictions. The Company makes no representations or warranties regarding any predictions or estimates or expectations on the basis of any formula, any mathematical or scientific modelling or forecast, or having made any due and proper enquiries, or having undertaken any independent research or studies or otherwise. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of the Company to be materially different from any future results, performance or achievements expected, expressed or implied by such forward- looking statements. These factors include, amongst others:
changes in political, social, economic, and stock or virtual asset market conditions, and the regulatory environment in the countries in which the Company conducts its business and operations;
the risk that the Company may be unable or execute or implement its business strategies and future plans;
changes in interest rates and exchange rates of fiat currencies and virtual assets (including cryptocurrencies);
changes in the anticipated growth strategies and expected internal growth of the Company;
changes in the availability and fees payable to the Company in connection with its business and operations;
changes in the availability and salaries of employees and consultants who are required by the Company to operate its business and operations;
changes in preferences of customers of the Company;
changes in competitive conditions under which the Company operates, and the ability of the Company to compete under such conditions;
changes in the future capital needs of the Company and the availability of financing and capital to fund such needs;
war or acts of international or domestic terrorism;
occurrences of catastrophic events, natural disasters and acts of God that affect the businesses and/or operations of the Company;
epidemic or pandemic;
other factors beyond the exclusive control of the Company; and
any risk and uncertainties associated with the Company and its business and operations, the MSQ Tokens, the Token Sale, the Website or Platform, and reliance on all or any part of the Available Information.
All forward-looking statements made by or attributable to the Company or Company Representatives are expressly qualified in their entirety by such factors. Given that risks and uncertainties that may cause the actual future results, performance or achievements of the Company to be materially different from that expected, expressed or implied by the forward-looking statements in the Available Information, undue reliance must not be placed on these statements. These forward-looking statements are applicable only as of the later of the date of publication of the latest versions of the Lite Paper and the White Paper and the latest date that the Website has been updated. Neither the Company nor any of Company’s Representatives or affiliates, nor any other person or entity involved with the Company, MSQ Tokens, the Token Sale, Website or Platform, represents, warrants or undertakes that the actual future results, performance or achievements of the Company will be as discussed in the forward-looking statements. The actual results, performance or achievements of the Company may differ materially from those anticipated in the forward-looking statements. Nothing contained in the Available Information is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of the Company. Further, the Company disclaims any responsibility to update any forward-looking statements or publicly announce any revisions to the forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future.
You should carefully consider and evaluate each of the following risk factors and all other information contained in this Risk Disclaimer before deciding to participate in the Token Sale. If any of the following considerations, uncertainties or material risks develops into actual events, the business, financial position or results of operations of the Company and the maintenance and level of usage of the MSQ Tokens or the Platform could be materially and adversely affected. The risks set out in this Risk Disclaimer could render the MSQ Tokens worthless or of little value, and you may lose all or part of your MSQ Tokens or the economic value thereof if such exists.
Purchase of the MSQ Tokens does not guarantee that the Platform will be launched or that the Platform’s development will be finished or that the MSQ Token will be adopted and implemented.
The Company’s plans for the Platform or the MSQ Token may change, which may adversely affect the Platform and the value of the MSQ Tokens. As of the date of publishing this Risk Disclaimer, the specifications for the Platform and the MSQ Tokens may still be under development. The Company may change the characteristics of the Platform or the MSQ Tokens, which may cause the Company not to meet any or all expectations or assumptions regarding the form and functionality of the Platform or the MSQ Tokens, including, without limitation, any or all expectations or assumptions that you may have. If the Platform launches, but the functionality and usefulness of the Platform does not meet users’ or members’ expectations, the value of the MSQ Tokens may be negatively impacted, and such impact may be material and could result in the MSQ Token having little or no value whatsoever.
The Company or the project may dissolve, which could prevent or impede the development or negatively affect the operation of the Platform. It is possible that, due to any number of reasons, including, without limitation, an unfavorable fluctuation in the value of the blockchain protocol, development issues with the Platform, the failure of business relationships, or competing intellectual property claims, the project may no longer be viable as a business or otherwise and the project or the Company may dissolve or fail to launch.
The sale and purchase of tokens in general, is very risky and its outcomes are highly speculative. The price of tokens is typically extremely volatile, and Purchasers may not be able to redeem, sell, or transfer the MSQ Tokens for a prolonged period, or the price of the MSQ Tokens can be reduced to as low as zero, or may have limited to no value.
The price of the MSQ Tokens and other terms of the Token Sale have been arbitrarily determined. Unless a valuation opinion or other professional advice has been sought in connection with the terms of the Token Sale, you will pay a price that was not established in a competitive market or by professional evaluation. Rather, you will pay a price that was arbitrarily determined by the Company and the price for the MSQ Tokens bears no relationship to any established criterion of value, and is not indicative of the fair value thereof. The value, if any, of the MSQ Tokens that may prevail in any market, or that may develop in the future, for which there can be no assurance, may be higher or lower than the price paid by you.
You may be unable to sell or otherwise transact in MSQ Tokens at any time, or for the price you paid. You acknowledge, understand and agree that:
MSQ Tokens may have no value;
you may not be able to redeem, sell, or transfer the MSQ Tokens for a prolonged period;
there is no guarantee or representation of liquidity for the MSQ Tokens; and
the Company is not and shall not be responsible for, or liable for, the market value of MSQ Tokens, the transferability or liquidity of MSQ Tokens, or the availability of any market for MSQ Tokens through third parties or otherwise.
There are currently no exchanges upon which the MSQ Tokens are traded and there may never be a secondary market for the MSQ Tokens. This could impact your ability to sell the MSQ Tokens and may negatively impact the value of the MSQ Tokens. The liquidity of any market for the MSQ Tokens will depend upon the number of holders of the MSQ Tokens, the performance of the Platform, the market for similar tokens, and the interest of market participants in making a market in the MSQ Tokens and other factors. Any such impact could be negative and material and could result in the MSQ Token having little or no value whatsoever.
The MSQ Tokens may not be listed on any exchanges. Even if the MSQ Tokens are listed they may be thinly traded, or removed from listing on such exchanges for various reasons, including, without limitation, regulatory developments and a lack of purchaser interest. This could impact your ability to sell the MSQ Tokens and may negatively impact the value of the MSQ Tokens. Any such impact could be negative and material and could result in the MSQ Token having little or no value whatsoever.
Hackers or other malicious individuals or groups or organizations may attempt to interfere with the Platform, the Binance Smart Chain network or any other network, or the MSQ Tokens 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 the Binance Smart Chain platform or any other network may rest on open source software and MSQ Tokens are based on open source software, there is the risk that Binance Smart Chain smart contracts, or any other network’s smart contracts, or any other part thereof, may contain intentional or unintentional bugs or weaknesses which may negatively affect the MSQ Tokens or result in the loss of your ability to access or control your MSQ Tokens, or the loss of your MSQ Tokens altogether, or the loss of BNB, USDT, ETH or any other token in your account. In addition, advances in cryptography, or technical advances such as the development of quantum computers, could present risks to cryptographic tokens (including, without limitation, the MSQ Tokens) and the Platform, which could result in the theft or loss of MSQ Tokens. As with other cryptographic tokens and cryptocurrencies, the network that the Platform may be built on, has inherent risks and is susceptible to mining attacks, including, without limitation, double-spend attacks, majority mining power attacks, “selfish-mining” attacks, race condition attacks, and other attacks. Any successful attack presents a risk to the Platform, the MSQ Tokens, and expected proper execution and sequencing of contract computations, and the Company will have no ability to mitigate any such attacks happening on the network. Additionally, centralized access portals on internet servers are subject to similar attacks such as denial-of-service (DoS) and distributed DoS (DDoS) attacks, which can also create security issues in the network. In the event of a software bug or weakness, there may be no remedy and holders of MSQ Tokens are not guaranteed any remedy, refund or compensation. These security weaknesses may also apply to networks other than Binance Smart Chain, and in particular may apply to networks to which the Platform may migrate in the future.
The Platform is intended to be based on the Binance Smart Chain blockchain and might migrate to another blockchain. As such, any malfunction, unintended function, unexpected functioning of or attack on Binance Smart Chain or any other blockchain may cause the Platform to malfunction or function in an unexpected or unintended manner. The impact of any such malfunction or unexpected or unintended function could be negative and material and could result in the MSQ Token having little or no value whatsoever.
The Platform may, but not necessarily will, migrate to a network other than Binance Smart Chain, and in such case in order to use the MSQ Tokens and the Platform you may be required to swap your MSQ Tokens which are compatible with Binance Smart Chain to tokens which would be compatible with a network to which the Platform will be migrating. In order to execute such swap, you may be required to use third-party cross-chain bridging services, over which the Company has no control and therefore makes no representation regarding their reliability or quality. The use of such third party cross-chain bridging services may be subject to the terms and conditions of the provider of such services. The use of such services may bear various risks, and the Company is not responsible for any damages that may be caused to you due to the use of such third party cross-chain bridging services.
MSQ Tokens purchased by Purchaser may be held by Purchaser in Purchaser’s digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with your digital wallet or the vault storing your MSQ Tokens will result in loss of such MSQ Tokens, access to your MSQ Token balance or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted digital wallet or vault service you use, may be able to misappropriate your MSQ Tokens. In such case, the Company does not have the ability to restore MSQ Tokens that have been misappropriated. Company is not responsible for any such losses.
The MSQ Token and all of the matters set forth in the Lite Paper or the White Paper are new and untested. The Platform might not be capable of completion, implementation or adoption. Even if the Platform is completed, implemented and adopted, it might not function as intended, and the MSQ Tokens may not have any functionality that is desirable or valuable. Also, technology is changing rapidly so the MSQ Tokens or their utility may become outdated in a relatively short period of time.
If a competitive technology is launched, users interested in a project like the Platform may use that technology in lieu of the Platform. In such case, the lack of use could limit the utility and value of the MSQ Tokens. Any such impact could be negative and material and could result in the MSQ Token having little or no value whatsoever.
Even if completed, the Platform will rely, in whole or in part, 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, carry out their obligations, or otherwise meet anyone’s needs, all of which might have a material adverse effect on the MSQ Tokens.
Unlike bank accounts or accounts at some other financial institutions, MSQ Tokens 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 Company, to offer any recourse to you.
The tax characterization of MSQ Tokens is uncertain. You must seek your own tax advice in connection with purchasing MSQ Tokens, which may result in adverse tax consequences to you, including withholding taxes, or income tax which is likely to be required to be paid in fiat currency, including your tax reporting requirements. You should consult with, and must rely upon, the advice of your own professional tax advisors with respect to the tax treatment of the terms of the Token Sale and the MSQ Tokens.
Third parties may assert intellectual property claims relating to the operation of the Platform or the holding or transfer of the MSQ Tokens. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the Platform’s long term viability or the ability of end users to hold and transfer MSQ Tokens may adversely affect the usefulness and value of the MSQ Tokens. Additionally, a meritorious intellectual property claim could prevent the Company from improving or end users from accessing the Platform or holding or transferring their MSQ Tokens which could adversely impact the utility of the Platform or the value of the MSQ Tokens, and such impact could be material and could result in the MSQ Tokens having little or no value whatsoever.
The development of the Platform 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.
Even if the Platform is finished and the MSQ Token adopted, the ongoing success of the Platform relies on the interest and participation of third parties like developers. There can be no assurance or guarantee that there will be sufficient interest or participation in the Platform.
The Platform may not be used by a large number of businesses, individuals, and other organizations and there may be limited public interest in the creation and development of distributed applications. Such a lack of interest could negatively impact the utility of the MSQ Tokens. Any such impact could be negative and material and could result in the MSQ Tokens having little or no value whatsoever.
While the MSQ Tokens should not be viewed as an investment, they may have value over time. That value may be limited or zero if the Platform lacks use and adoption. In such event, there may be few or no markets following the launch of the application, potentially having an adverse impact on the value of the MSQ Tokens. Any such impact could be negative and material and could result in the MSQ Tokens having little or no value whatsoever.
The loss of key personnel or any inability to attract and retain additional personnel could affect the Company’s ability to successfully develop and operate the Platform. The Company’s performance is substantially dependent on the continued services and on the performance of its senior management and other key personnel. The loss of the services of any such person for any reason could harm the Company’s development of the Platform. The Platform’s future success also depends on Company’s ability to identify, attract, hire, train, retain and motivate other highly skilled technical, managerial, marketing and service personnel. Competition for such personnel is intense. The failure to retain and attract the necessary personnel could harm the Platform, potentially having an adverse impact on the value of the MSQ Tokens. Any such impact could be negative and material and could result in the MSQ Tokens having little or no value whatsoever.
Blockchain technologies and their use cases have been the subject of scrutiny by various regulatory bodies around the world, and the regulatory status of cryptographic tokens, virtual assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether any state or regulatory authority will regulate such technologies. It is likewise difficult to predict how or whether any state or regulatory authority may make changes to existing Laws that will affect cryptographic tokens, virtual assets, blockchain technology and its applications. Such changes could negatively impact MSQ Tokens in various ways, including, for example, through a determination that MSQ Tokens are regulated financial instruments that require certain registrations or controls. Company may cease the distribution of MSQ Tokens, the ongoing development of the Platform or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
The industry in which Company operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that state or regulatory or any other authority will not examine the operations of Company or pursue enforcement actions against Company. Such governmental activities may or may not be the result of targeting the Company in particular. All of this may subject Company to judgments, settlements, fines or penalties, or cause Company to restructure its operations and activities, or to cease offering certain products or services, all of which could harm Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the MSQ Tokens or the development of the Platform.
As with any blockchain networks, a large transaction volume can put a strain on the network, slowing down the transaction time or increasing costs for the transactions. For example, in the case of Binance Smart Chain blockchain, the Platform is not the only application that is or will be built on Binance Smart Chain. Increasing saturation of applications on the Binance Smart Chain or on other network and high volume of transactions on such network from other participants on the network can slow down the transactions happening through the Platform, or increase costs associated with the transactions on the network which may negatively impact the Platform’s operations.
Cryptographic tokens such as the MSQ Tokens are a new and untested technology. In addition to the risks included in this Risks and Disclaimer schedule, there are other risks associated with your purchase, holding and use of MSQ Tokens, including those that Company cannot anticipate. These unanticipated risks may have a material adverse impact on the utility of the MSQ Tokens and the ongoing viability of the Platform.
The presentation of the Available Information is solely for informational purposes. Anyone interested in purchasing MSQ Tokens and participating in the Token Sale should consider the various risks prior to making any kind of decision in respect of the Token Sale. The Available Information does not comprise any advice by the Company or by the Company’s Representatives or affiliates, or any recommendation to any recipient of the Available Information, by the virtue of any participation in the Token Sale or otherwise. The Available Information does not necessarily identify, or claim to identify, all the risk factors connected with the Company, the Website or Platform, the MSQ Tokens, the Token Sale, any future MSQ Token functionality or the Available Information. All the purchasers must make their own independent evaluation, after making such investigations as they consider essential, of the merits of participating in the Token Sale and after receiving their own independent professional advice. Any purchaser participating in the Token Sale should check with and rely upon their own investment, accounting, legal and tax representatives and consultants in respect of such matters concerning the Company, the Website and Platform, the MSQ Tokens, the Token Sale, any future MSQ Token functionality and the Available Information, and to assess separately the financial risks, consequences and appropriateness of the purchase of MSQ Tokens, or the facts set out in the Available Information. A purchase of MSQ Tokens comprises considerable risk and might involve extraordinary risks that may lead to a loss of all or a significant portion of monies or monetary value utilized to acquire the MSQ Tokens. Participants in the Token Sale are urged to completely understand, be aware of and accept the characteristics of the Company, the Company’s business platform, the MSQ Tokens, the Token Sale, any future MSQ Token functionality and the Available Information. If you are not prepared to accept any or all of this Risk Disclaimer then you are urged not to participate in the Token Sale. No guarantee or assurance is given by the Company or by the Company’s Representatives or affiliates that the Company’s proposals, objectives or outcomes set out in the Available Information will be achieved in whole or in part. You are urged to consider whether participation in the Token Sale is suitable for you having regard to your personal and financial circumstances and your financial resources.
The distribution or dissemination howsoever of all or any part of the Available Information may be prohibited or restricted by the Laws of certain jurisdictions. In the case where any such restriction applies, you are responsible for informing yourself in respect of the same and for observing any such restrictions which are applicable to your possession or dissemination of all or any part of the Available Information at your own expense and without any liability whatsoever to the Company or its affiliates.
Persons to whom a copy of all or any part of the Available Information has been distributed or disseminated, provided access to or who otherwise have all or any part of the Available Information in their possession shall not circulate it to any other persons, reproduce or otherwise distribute any information contained herein for any purpose whatsoever nor permit or cause the same to occur.