Specific Disclaimers and Disclosures for the PICA Token
This Specific Disclaimers and Disclosures for the PICA Token (“Disclaimer”) relates to the PICA tokens of
Composable Finance Ltd. (the “Company”) in the
Picasso parachain in the Kusama network. The Disclaimers shall also
apply, including without limitation, to the Company’s agents, representatives, beneficial owners, directors, officers,
employees, contractors, affiliates, and related persons.
You must read and understand this Disclaimer in full before: (i) accessing, reading, referencing, relying upon or otherwise making use of any and all information available in the website of the Company at https://www.composable.finance/ or https://picasso.xyz/ (the “Website”) or such other sites, webpages, posts, and published materials of the Company regarding the PICA tokens (the “Materials”), (ii) participating in any token sale or token generation event involving the PICA tokens, (iii) acquiring, utilizing, purchasing, selling, or trading the PICA tokens through whatever mode or means, and (iv) interacting or communicating with the Picasso parachain or participating in its ecosystem in any manner whatsoever (collectively, “Covered Activities”).
This Disclaimer may be updated from time to time. It is your responsibility to read the latest available information prior to engaging in any of the Covered Activities.
1. Specific Disclaimers
a. Not a Security or Investment Contract
PICA tokens are not shares or securities of any type and they do not entitle you to any ownership or interest in the Company. They are merely a means by which you may be able to utilize certain services in a network or platform to be operated by the Company (the “Project”). These services, however, are not fully assured and extreme events and similar circumstances may prevent their realization.
To this extent, by engaging in any of the Covered Activities, you agree that you have no recourse, claim, action, judgment or remedy against the Company in relation to the utility of PICA tokens.
Should you be uncertain as to any information in the Materials or to your participation in the Covered Activities, or if you are not prepared to lose all funds, assets or value that you transferred in acquiring the PICA tokens, we strongly encourage and urge you not to engage in the Covered Activities. You may lose all the funds, assets or value that you transferred in exchange for the PICA tokens.
b. Not an Offering
Any information in the Materials, especially as they relate to the PICA token, does not constitute an offer to sell or a solicitation of an offer to purchase securities, assets, including digital assets, or financial instruments by the Company, or to enter into a transaction involving any such security or financial instrument. Such an offer can only be done through a registered or licensed offering or subject to an exemption. The recipient should not rely upon anything within this information in making a decision to participate in any of the Covered Activities.
Any information provided in the Materials is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Materials from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
c. Legal and Regulatory Considerations
The PICA tokens may only be acquired in jurisdictions in which their marketing, legality, holding, and distribution are authorized, and any violation of the laws of any jurisdiction shall be your exclusive and sole responsibility. As such, it is possible that the Company’s PICA tokens may be considered as a security in your jurisdiction, or that any token sale or token generation event may be considered as offering of a security by the Company therein and, as such, possibly be deemed as a regulated or prohibited activity. If such is the case, the Company shall not be held liable or responsible for the violation of any securities laws whatsoever. You are not eligible to acquire any PICA tokens in the if you are a citizen, resident (tax or otherwise) or green card holder of a Restricted Jurisdiction such as, but not limited to: (a) the United States of America, (b) the People’s Republic of China, (c) South Korea, (d) Vietnam, and other jurisdictions with similar regulatory restrictions on the acquisition of PICA tokens (as may be determined by the Company from time to time). This ineligibility shall also apply if you are “Restricted Person” which shall refers to any firm, company, partnership, trust, corporation, entity, government, state or agency of a state or any other incorporated or unincorporated body or association, association or partnership (whether or not having separate legal personality) that is established and/or lawfully existing under the laws of a Restricted Jurisdiction. No regulatory authority has examined or approved of any of the Materials and no such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. There is no representation or warranty that the applicable laws, regulatory requirements or rules have been complied with by the Company’s publication, distribution or dissemination of the Materials. In this regard, you are strongly urged to take independent legal advice with respect to the legality in your jurisdiction of your engagement in any of the Covered Activities.
2. Limitation of Liability
The Company or any of its affiliates, employees or agents (including developers, auditors, contractors, shareholders, directors or founders), with respect to the PICA tokens and the Project, shall not be liable for any incidental, special, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute activities of any kind arising out of or in connection with the following (collectively, “Excluded Liability Matters”):
(a) the Covered Activities or your participation in, or inability to participate in relation thereto, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not the Company or any of its affiliates, employees or agents (including developers, auditors, contractors, shareholders, directors or founders) has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose;
(b) any loss or damage whatsoever caused in reliance upon any information in the Materials;
(c) any losses incurred as a result of receiving, trading or otherwise using the PICA tokens ;
(d) your failure to follow all the instructions provided by the Company;
(e) accuracy, completeness, or suitability of the PICA tokens and the Project;
(f) your failure to implement reasonable measures to secure the wallet or any other wallet, vault or other storage mechanism used to receive or hold the PICA tokens or any relevant access credentials;
(g) any loss of or unauthorized use of any relevant access credentials;
(h) any intentional or unintentional misuse of your distribution wallet address;
(i) any loss or destruction of your private keys;
(j) any access to the private keys associated with your wallet by any third party;
(k) any correspondence relative to past, present or future performance or the outcomes or results of the PICA tokens and the Project;
(l) any inaccuracies, errors or flaws in the code, ecosystem, platform and any other proposed Company operations or in any wallet or program that you use to interact with the Company and the PICA tokens;
(m) any attempt to project future conditions by the Company;
(n) any expectation promise representation or warranty arising (or purportedly arising) from the Materials;
(o) the volatility in pricing of tokens in any countries and/or on any exchange or market (regulated, unregulated, primary, secondary or otherwise);
(p) any loss of access to Company’s private keys or data breach or data loss;
(q) the purchase, use. sale resale, redemption or otherwise of the tokens; and
(r) any information contained in or omitted from the Materials.
In the event that the applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the maximum extent permitted by applicable law.
The Company or any of its affiliates, employees or agents (including developers, auditors, contractors, shareholders, directors or founders) shall not be liable to you, and you shall indemnify, defend and hold harmless the Company and its affiliates, employees or agents (including developers, auditors, contractors, shareholders, directors or founders), and the successors and assigns, from and against, any or all causes of action, claims, liabilities, losses, costs, damages and expenses (including, without limitation, attorneys’ fees and expenses) for damages to or loss of property arising out of or resulting from the Excluded Liability Matters, whether arising out of or related to breach of contract, tort or otherwise.
In the event that any provision of this Disclaimer is for any reason held to be invalid, illegal, or unenforceable, in any respect, or in the event that any provision of this Disclaimer operates or would prospectively operate to invalidate this Disclaimer and in any such event, such provision(s) only will be deemed null and void and will not affect the remainder of this Disclaimer and the remaining provisions of this Disclaimer will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
3. Not Professional Advice
Any information in the Materials shall not be deemed, in any manner, as a recommendation or suggestion that any particular cryptocurrency, portfolio of cryptocurrencies, transaction or investment strategy is suitable for any specific person. Any information in the White Paper or in the Website is not intended to advise you personally concerning the nature, potential, value or suitability of any particular cryptocurrency, portfolio of cryptocurrencies, transaction, investment strategy or other matter.
The Company is not a registered broker, analyst or investment advisor and all information provided by the Company is purely for guidance and informational purposes. Nothing herein is or should be construed as legal, financial or tax advice to you. You are strongly urged to consult an independent advisor with respect to consequences, if there are any, in participating in any of the Covered Activities.
Due to the nature of the PICA token utility and the Project, it is highly recommended that before engaging in any of the Covered Activities, you should seek legal, financial, tax and other professional advice with respect to its legality in your jurisdiction. Please do not participate on your own or without adequately seeking advice of an independent advisor as all digital assets, including the PICA tokens, are highly speculative and risky.
4. Representations or Warranties
No representation or warranty, express or implied, is made as to the fairness, accuracy or completeness of the information, opinions and conclusions contained in the Materials in connection with the Company, the PICA tokens and the Project. The Company may amend any official Material from time to time as the Company deems necessary.
The Company does not make any warranty whatsoever with respect to the PICA tokens such as: (a) warranty of merchantability; (b) warranty of suitability or fitness for a particular purpose; (c) warranty of title; (d) warranty against infringement of intellectual property rights of a third party; (e) warranty of usage; (f) warranty of purpose; and (g) warranty of workmanship or technical coding or the absence of any defects therein, whether latent or patent; whether arising by law, course of dealing, course of performance, usage of trade, or otherwise. You agree that you have not relied upon any representation or warranty made by the Company or any other person on its behalf.
The Company cannot and does not represent or warrant that the PICA tokens and the Project are reliable, current or error-free, meet your requirements, or that defects in the PICA tokens and the Project will be corrected. The Company cannot and does not represent or warrant that the PICA tokens or the delivery mechanism for the PICA tokens are free of any flaws or viruses or other harmful components.
5. Forward-Looking Statements
Statements that mention or make reference to the PICA tokens which is preceded by, followed by or which include words and expressions similar to “believes,” “expects,” “plans,” “does not expect,” “is expected,” “targets,” “outlook,” “ETA,” “scheduled,” “estimates,” “forecasts,” "intends", “anticipates,” or “does not anticipate” and all descriptions of the Company and the PICA tokens in the Material are forward-looking statements, and due to risks, uncertainties, and future events and plans, whether discussed in those documents and materials or not, and may not occur as the Company expects, or at all. You agree not to place any reliance on any forward-looking statements in any documents or materials of the Company.
By participating or engaging in any of the Covered Activities, you hereby acknowledge all the foregoing disclaimers and disclosures and accept all of the corresponding obligations, whether express or implied.
Without limiting the generality of the factors enumerated below, you are hereby informed and made aware of all the
potential risks and liabilities relating to the PICA tokens of Composable Finance Ltd.
in the Picasso parachain in the Kusama network.
In this regard, you assume, among others, the following potential risks and liabilities with respect to the PICA tokens, its performance or utility, and the Company’s operations within the Picasso parachain and all the projects built or established within its ecosystem, to wit:
General commercial risks. There is no guarantee that the Company's goals or objectives in relation to the PICA token or its projects will be achieved. The development or deployment of the PICA token or its intended utility may fail, be abandoned or be delayed for a number of reasons, including lack of funding, lack of commercial success or prospects, or lack of use by advertisers, publishers, and/or users.
Regulatory risks. Cryptocurrencies are the subject of regulatory scrutiny by government authorities and other regulatory bodies worldwide, and the Company could be adversely affected by one or more enquiries or actions.
No intrinsic Value. The PICA token has no intrinsic value and is not collateralized. You should be aware that you may not be able to recover any amount or value that you exchange to acquire it. All forms of participation in cryptocurrencies involve a substantial risk of loss and are not suitable for everyone.
No guarantee on utility. Expectations regarding the form and functionality of the PICA tokens or its intended functionality and utility, may not be met upon its release for any number of reasons, including a change in the design and implementation of plans, or delays or differences upon execution.
Delay. The full functionality and utility of the PICA tokens is not yet complete, and no assurance that such can be completed in a timely manner or be completed at all. The intended functionality and utility of the PICA tokens is complex and will require enhancements and product support over time, and full functionality may take longer than expected.
Not an Investment. The PICA token, like all digital assets, are highly speculative and risky; they should not be considered as an investment vehicle or a financial instrument in any way.
Reliability of information. Neither the Company, nor any related third party, provides any absolute guarantee as to the accuracy, completeness, or suitability of the information and materials published relating to the PICA tokens. While the Company makes a conscious effort in providing only updated information.
Security. The Company plans on implementing security measures; however, the Company cannot predict the success of any security precautions. For instance, the Company may lose access to its private keys or be subject to data breach or data loss. In such a case, the Company does not accept any liability for any loss or damage whatsoever caused by the lost access to the private keys or due to data breach or data loss.
Advances in hacking capabilities. Advances in code cracking, or technical advances such as the development of quantum computing, may present risks to cryptocurrencies and the Company, which could result in the theft or loss of PICA tokens.
Irreversibility. PICA token transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction or, in theory, control or consent of a majority of the processing power on the relevant blockchain. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of PICA Tokens will not be reversible, and there may be no compensation for any such transfer or theft. Such loss could adversely affect the value of the PICA tokens.
Market disruptions. Market events such as those that occurred during October of 1987 and on September 11, 2001, could have a global material effect on general conditions and market liquidity which could result in substantial losses or total loss of value of the PICA tokens.
No Control. The PICA tokens are not securities or shares and do not represent any stake in the Company. All decisions regarding the management and affairs of the Company will be made exclusively by the Company. You will have no right or power to take part in the management, direction or control of the Company, which may affect the rights, utility or value of the PICA tokens that you may own or hold.