Specific Disclaimers and Disclosures for the Composable Tokens
As of December 21, 2022
This Specific Disclaimers and Disclosures for the Composable Tokens (“Disclaimer”) relates to the PICA tokens, LAYR tokens, financial non-fungible tokens (fNFTs), and other tokens or products (the “Composable Tokens”) issued or developed by Composable Finance Ltd. (the “Company”) that is found within the Polkadot or Kusama blockchain ecosystem. 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 Composable Tokens (the “Materials”), (ii) participating in any token sale or token generation event involving the Composable Tokens, (iii) acquiring, utilizing, purchasing, selling, or trading the Composable 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
The Composable 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 Composable 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 Composable 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 Composable Tokens.
b. Not an Offering
Any information in the Materials, especially as they relate to the Composable Tokens, 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 Composable 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 Composable 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 Composable 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 Composable 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 Composable 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 Composable Tokens;
(d) your failure to follow all the instructions provided by the Company;
(e) accuracy, completeness, or suitability of the Composable 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 Composable 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 Composable 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 Composable 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 utility of the PICA token 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 Composable Tokens, are highly speculative and risky.
4. No 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 Composable 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 Composable 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 Composable Tokens and the Project are reliable, current or error-free, meet your requirements, or that defects in the Composable Tokens and the Project will be corrected. The Company cannot and does not represent or warrant that the Composable Tokens or the delivery mechanism for the Composable Tokens are free of any flaws or viruses or other harmful components.
5. Forward-Looking Statements
Statements that mention or make reference to the Composable 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 Composable 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.