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CUCKOO NETWORK AIRDROP TERMS AND CONDITIONS

Last updated: May 10, 2024


PLEASE READ THESE TERMS AND CONDITIONS BEFORE ACCESSING THE CUCKOO NETWORK PLATFORM, PARTICIPATING IN THE AIRDROP OR RECEIVING CUCKOO NETWORK TOKENS. THESE TERMS AND CONDITIONS MAY AFFECT YOUR OBLIGATIONS AND LEGAL RIGHTS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS IN ITS ENTIRETY, YOU ARE NOT PERMITTED TO PARTICIPATE IN THE AIRDROP OR RECEIVE DISTRIBUTION OF ANY TOKENS.

BY PARTICIPATING IN THE AIRDROP, YOU EXPRESSLY ACKNOWLEDGES AND ASSUMES ALL RISKS RELATED THERETO INCLUDING (WITHOUT LIMITATION) THE RISKS SET OUT IN THESE TERMS. IN NO EVENT SHALL CUCKOO NETWORK OR ITS AFFILIATES BE HELD LIABLE IN CONNECTION WITH OR FOR ANY CLAIMS, LOSSES, DAMAGES OR OTHER LIABILITIES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE AIRDROP OR THE RECEIPT OF ANY TOKENS. CUCKOO NETWORK DOES NOT TAKE ANY RESPONSIBILITY FOR YOUR PARTICIPATION IN THE AIRDROP AND YOU MUST SATISFY YOURSELF BEFORE PARTICIPATING IN THE AIRDROP AND SHOULD NOT RELY ON ANY STATEMENT MADE BY CUCKOO NETWORK.

CUCKOO NETWORK DOES NOT GIVE ADVICE, ENDORSEMENT, ANALYSIS OR RECOMMENDATIONS WITH RESPECT TO THE AIRDROP OR ANY CRYPTOCURRENCIES, DIGITAL ASSETS, TOKENS OR SECURITIES. CUCKOO NETWORK DOES NOT PROVIDE ANY FINANCIAL, TAX, LEGAL ADVICE OR CONSULTANCY SERVICES OF ANY KIND. CUCKOO NETWORK IS NOT YOUR BROKER, INTERMEDIARY, AGENT OR ADVISOR, AND HAS NO FIDUCIARY RELATIONSHIP OR OBLIGATION TO YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE AIRDROP OR OTHER ACTIVITIES EFFECTED BY YOU ON THE PLATFORM.

CUCKOO NETWORK HAS NOT ASSESSED THE SUITABILITY OF THE TOKENS NOR CONSIDERED THE APPLICABLE LAWS, REGULATIONS AND LAWS OF THE JURISDICTION OF ANY PARTICIPANT. YOU ARE RESPONSIBLE FOR MAKING YOUR OWN DECISION FOR YOUR PARTICIPATION IN THE AIRDROP AND ANY RECEIPT OF TOKENS. ANY PARTICIPATION IN THE AIRDROP IS SOLELY AT YOUR OWN RISK. IT IS YOUR SOLE RESPONSIBILITY TO SEEK SEPARATE PROFESSIONAL LEGAL, ACCOUNTING, INVESTMENT OR TAX ADVICE IN RESPECT OF THE AIRDROP AND ANY RECEIPT OF THE TOKENS BEFORE PARTICIPATING IN THE AIRDROP AND PRIOR TO RECEIVING ANY TOKENS.

THE AIRDROP AND TOKENS ARE NOT AVAILABLE TO RESIDENTS OF AFGHANISTAN, AMERICAN SAMOA, ANGOLA, ARMENIA, AZERBAIJAN, BALKANS, BELARUS, BOSNIA AND HERZEGOVINA, BOTSWANA, BURUNDI, CAMBODIA, CAMEROON, CANADA, CENTRAL AFRICAN REPUBLIC, CHAD, CRIMEA OF UKRAINE, CUBA, DEMOCRATIC PEOPLE'S REPUBLIC OF KOREA, DEMOCRATIC REPUBLIC OF THE CONGO, ENGLAND AND WALES, ERITREA, ETHIOPIA, GHANA, GUAM, GUINEA, GUINEA-BISSAU, HAITI, IRAN, IRAQ, JAPAN, LAOS, LEBANON, LIBERIA, LIBYA, MADAGASCAR, MALI, MOZAMBIQUE, MYANMAR (BURMA), NICARAGUA, NORTHERN MARIANA ISLANDS, PAKISTAN, PEOPLE’S REPUBLIC OF CHINA, PUERTO RICO, REPUBLIC OF THE CONGO, RUSSIA, SOMALIA, SOUTH SUDAN, SRI LANKA, SUDAN, SYRIAN ARAB REPUBLIC (SYRIA), TAJIKISTAN, TRINIDAD AND TOBAGO, TURKMENISTAN, UGANDA, UKRAINE, UNITED KINGDOM, UNITED STATES, UZBEKISTAN, VANUATU, VENEZUELA, VIRGIN ISLANDS (U.S.), YEMEN, AND ZIMBABWE AND ANY OTHER JURISDICTION IN WHICH RECEIVING TOKENS IS PROHIBITED (EACH A “RESTRICTED COUNTRY”). WE RESERVE THE RIGHT TO CHOOSE MARKETS AND JURISDICTIONS TO CONDUCT THE AIRDROP AND MAY RESTRICT OR REFUSE THE PARTICIPATION OF AIRDROP IN OTHER COUNTRIES OR REGIONS IN OUR SOLE DISCRETION. BY PARTICIPATING IN THE AIRDROP, YOU AGREE YOU ARE NOT FROM ANY OF THE RESTRICTED COUNTRY.

These terms and conditions (“Terms”) govern the participation in and receipt of tokens (“Tokens”) through the airdrop program (“Airdrop”) organised by Cuckoo Network (“Cuckoo Network”, “we” or “us”) at https://www.cuckoo.network/ . By participating in the Airdrop, you agree that you have read, understood, and are bound by these Terms and that you comply with the requirements listed herein. If you do not agree to all of these Terms or comply with the requirements herein, you are not eligible to participate in the Airdrop. If you are acting for or on behalf of an entity, you hereby represent and warrant that you are authorised to accept these Terms and enter into a binding agreement with Cuckoo Network on such entity’s behalf, and you accept these Terms both on behalf of such entity and on your own behalf.

  1. ELIGIBILITY By participating in the Airdrop or receiving the Tokens, you represent and warrant that: a) as an individual, legal person, or other organisation, you have full legal capacity and authority to agree and bind yourself to these Terms; b) you are at least 18 or are of legal age to form a binding contract under applicable laws; c) your participation in and receipt of tokens are not prohibited by applicable law, and at all times compliant with applicable law, including but not limited to regulations on anti-money laundering (“AML”), anti-corruption, and counter-terrorist financing (“CTF”); d) you are not a citizen, resident or domiciliary in a Restricted Country, nor are you participating in the Airdrop on behalf of any person or entity from a Restricted Country; e) you have not been included in any trade embargoes or economic sanctions list, the list of specially designated nationals maintained by OFAC, or the denied persons or entity list of the U.S. Department of Commerce, nor you have been a subject or target of any other economic sanctions administered or enforced by the United Nations, the European Union or the United Kingdom; f) you have not been previously suspended or removed from using our platform; g) if you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you represent and warrant that you have all the necessary rights and authorisations to bind such legal entity; and h) you are solely responsible for participating in the Airdrop and, if applicable, for all activities that occur on or through your participation.

  2. IDENTITY VERIFICATION You must provide accurate and complete information as required for participation in the Airdrop. We reserve the right to verify your identity and eligibility. We at our sole discretion will determine the eligibility criteria for participation in the Airdrop, including the amount of Tokens to be distributed to eligible participants that satisfy specified criteria. Different eligible participants may receive different amounts of Tokens in any particular Airdrop depending on the criteria determined by us for such Airdrop. We will have no obligation to notify potential Airdrop participants of the eligibility criteria for any Airdrop prior to the execution of such Airdrop.

We reserve the sole and absolute right to disqualify any proposed participant it deems ineligible for an Airdrop, whether under these Terms or by having engaged in any conduct that we consider inappropriate or unacceptable). You shall not: use multi-accounts and/or multi-wallets, attempt to cheat or hack the Airdrop or the Tokens, carry out any kind of spamming, or behave in a manner which we deem offensive or inappropriate, and any such behaviour will result in your account(s) and/or wallet(s) being permanently banned from our Airdrops. If you provide any information to us, you must ensure that such information is true, complete, and timely updated when changed. If we believe that any of the information you provided is incorrect, false, outdated or incomplete, we reserve the right to terminate your participation in the Airdrop. You shall be fully liable for any loss or expense caused to us during your participation. You hereby acknowledge and agree that you have the obligation to provide accurate, up-to-date and correct information at all times.

  1. AIRDROP DETAILS ‍The Airdrop will be conducted during the specified period, as determined by us (the “Airdrop Period”). All participant must follow the specified instructions as are provided by us from time to time to participate in the Airdrop. The number of Tokens allocated to each participant will be determined solely by us, subject to the level and effect of participation and activities of the participants, and such allocation may vary among participants. Participation in the Airdrop does not require any purchase or payment although there may be transaction fees payable by the Participant to receive and/or claim their Tokens.

  2. TOKEN DISTRIBUTION The distribution of Tokens will occur after the Airdrop Period ends, subject to successful verification and compliance with these terms and in accordance with a lockup and lockup schedule as determined by us and communicated to you during the Airdrop. Participants must provide a compatible wallet address capable of receiving the Tokens. Failure to provide a valid wallet address may result in the forfeiture of Tokens. The Tokens will either be transferred to the designated wallet addresses provided by Participants or be claimable by such designated wallet, in accordance with a lockup and vesting schedule subject to technical limitations or delays. There may be transaction fees payable by the Participant to receive and/or claim such Tokens.

  3. USE OF TOKENS Participants acknowledge and agree that the Tokens received through the Airdrop may have specific usage limitations, such as utility within a specific platform or ecosystem, and have no monetary value. The Tokens do not represent a stock, commodity or any other investment instrument. The Tokens are not securities and shall not in any case be considered as such and the offer or distribution of the Tokens has not been registered with any government entity or regulatory authority. You acknowledge and agree that Tokens do not represent any share, stake, debt or security or equivalent rights in Cuckoo Network and its affiliated entities.

  4. RESTRICTIONS You shall not participate in the Airdrop except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, you may NOT:

    a) participate in the Airdrop in any dishonest or unlawful manner, for fraudulent or malicious activities, or in any manner inconsistent with these Terms; b) violate applicable laws or regulations in any manner; c) infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets of Cuckoo Network or any proprietary rights of other third parties; d) use the Airdrop for market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether prohibited by law); e) attempt to access the Airdrop without authorisation, or connect to the networks of the Airdrop by hacking, password mining, phishing, cracking or any other unlawful or prohibited means; f) use any devices, software or routine programmes to interfere with the Airdrop; or g) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you provide to us. By participating in the Airdrop, you agree that we have the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant regulations without your consent or prior notice.

  5. DISCLAIMERS AND ASSUMPTION OF RISK WE MAY TERMINATE, SUSPEND, ABORT, OR MODIFY THE AIRDROP AT ANY TIME IN OUR SOLE DISCRETION. WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY TERMINATION, SUSPENSION, ABORTION OR MODIFICATION OF THE AIRDROP.

THE TOKENS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR PARTICIPATION IN AND RECEIPT OF TOKENS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT OF THE TOKENS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE PARTICIPATION IN THE AIRDROP WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR FREE OF ERROR, HARMFUL COMPONENTS OR OTHER MALICIOUS, DESTRUCTIVE OR CORRUPTING CODE, AGENT, PROGRAMME OR MACROS AND WILL NOT BE LIABLE FOR ANY LOSSES RELATING THERETO.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS EXPRESSLY DISCLAIM ANY LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OF OTHERWISE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, INTANGIBLE OR CONSEQUENTIAL LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO:

a) POSTPONEMENT, SUSPENSION AND/OR ABORTION OF THE AIRDROP; b) ANY FAILURE, OR DISRUPTION TO, THE AIRDROP, THE OPERATIONS OF CUCKOO NETWORK OR ANY OTHER TECHNOLOGY (INCLUDING BUT NOT LIMITED TO SMART CONTRACT TECHNOLOGY) ASSOCIATED THEREWITH, DUE TO ANY REASON, INCLUDING BUT NOT LIMITED TO OCCURRENCES OF HACKS, MINING ATTACKS (INCLUDING BUT NOT LIMITED TO DOUBLE-SPEND ATTACKS, MAJORITY MINING POWER ATTACKS AND "SELFISH-MINING" ATTACKS), CYBER-ATTACKS, DISTRIBUTED DENIALS OF SERVICE, ERRORS, VULNERABILITIES, DEFECTS, FLAWS IN PROGRAMMING OR SOURCE CODE OR OTHERWISE, REGARDLESS OF WHEN SUCH FAILURE, MALFUNCTION, BREAKDOWN, OR DISRUPTION OCCURS; c) ANY FAILURE, MALFUNCTION, VIRUS, ERROR, BUG, FLAW, DEFECT IN THE TECHNOLOGY CONNECTED WITH OR USE FOR AFFECTING THE TOKENS OR A PARTICIPANT’S PARTICIPATION IN THE AIRDROP; d) ANY PROHIBITION, RESTRICTION OR REGULATION BY ANY GOVERNMENT OR REGULATORY AUTHORITY IN ANY JURISDICTION APPLICABLE TO THE TOKENS OR A PARTICIPANT’S PARTICIPATION IN THE AIRDROP; e) LOSS OF POSSESSION OF THE CREDENTIALS FOR ACCESSING, OR LOSS OR DESTRUCTION OF THE PRIVATE KEYS OF, ANY WALLET AND/OR THE PARTICIPANT’S DESIGNATED WALLET ADDRESSES, IN ANY MANNER AND TO ANY EXTENT; f) DELAY OR FAILURE TO DISCLOSE INFORMATION RELATING TO THE PROGRESS OF THE AIRDROP; g) ANY RISKS ASSOCIATED WITH A PARTICIPANT’S PARTICIPATION IN THE AIRDROP AND/OR A PARTICIPANT’S USE OF THE TOKENS; AND h) ALL OTHER RISKS, DIRECT, INDIRECT OR ANCILLARY, WHETHER IN RELATION TO A PARTICIPANT’S PARTICIPATION IN THE AIRDROP AND/OR A PARTICIPANT’S USE OF THE TOKENS WHICH ARE NOT SPECIFICALLY OR EXPLICITLY CONTAINED IN OR STATED IN THESE TERMS.

EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF OUR GROSS NEGLIGENCE, ACTUAL FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW OR EXCEPT IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. WE WILL NOT BE LIABLE TO ANY PERSON FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH WE DO NOT HAVE CONTROL. THIS PROVISION WILL SURVIVE THE TERMINATION OF THESE TERMS.

WE MAKE NO WARRANTY AS TO THE MERIT, LEGALITY OR JURIDICAL NATURE OF ANY TOKEN DISTRIBUTED IN THE AIRDROP (INCLUDING WHETHER OR NOT IT IS CONSIDERED A SECURITY OR FINANCIAL INSTRUMENT UNDER ANY APPLICABLE SECURITIES LAWS).

  1. NO PROFESSIONAL ADVICE The Tokens are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction. These Terms or any information in relation to the Airdrop or Tokens are not to be construed as an offering memorandum, advertisement or prospectus. These Terms or any information in relation to the Airdrop or Tokens do not constitute the distribution, an offer or solicitation of any kind to purchase or sell any product, security or instrument whatsoever nor should they be construed as providing any type of investment or other advice or recommendations by us, any of our affiliates or third parties to any person in any jurisdiction where such distribution, offer, solicitation, purchase or sale would be unlawful under the laws of such jurisdiction. Moreover, we do not give investment advice, endorsement, analysis or recommendations with respect to any cryptocurrencies, digital assets, tokens or securities or provide any financial, tax, legal advice or consultancy services of any kind. We are not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you.

Investing in digital assets is highly risky and may lead to a total loss of investment. You must have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to appreciate the risks involved in dealing in digital assets. You understand and agree that the value of digital assets can be volatile, and we are not in any way responsible or liable for any losses you may incur by participating in the Airdrop. You should not take, or refrain from taking, any action based on any information provided by us. Before you make any financial, legal, or other decisions involving the Airdrop or Tokens, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

We do not recommend that any cryptocurrencies should be obtained, bought, earned, sold, or held by you and we will not be held responsible for the decisions you make based on the information provided by us.

  1. INDEMNIFICATION You agree to indemnify and hold harmless Cuckoo Network and its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors from and against any potential or actual claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with, the Airdrop, (ii) your breach or our enforcement of these Terms; or (iii) your violation of any applicable law, regulation, or rights of any third party.

If you are obligated to indemnify Cuckoo Network and its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors pursuant to these Terms, Cuckoo Network will have the right, in its sole discretion, to control any action or proceeding and to determine whether Cuckoo Network wishes to settle, and if so, on what terms.

Your obligations under this indemnification provision will continue even after these Terms have expired or been terminated.

  1. JURISDICTION AND GOVERNING LAW The parties shall attempt in good faith to mutually resolve any and all disputes, whether of law or fact, and of any nature whatsoever arising from or with respect to these Terms. These Terms and any dispute or claim arising out of or in connection with the Airdrop or Tokens shall be governed by, and construed in accordance with, the laws of the British Virgin Islands.

Any dispute that is not resolved after good faith negotiations may be referred by either party for final, binding resolution by arbitration. Any dispute arising out of or related to these Terms is personal to you and us and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

  1. GENERAL If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the clause, in which case the entirety of the relevant provision will be deemed to be deleted).

    No third party shall have any rights to enforce any terms contained herein.

  2. THIRD PARTY WEBSITE DISCLAIMER Any use of blockchain networks or third party services available during the Airdrop or via links to third party websites does not imply endorsement by us of any product, service, information or disclaimer presented therein, nor do we guarantee the accuracy of the information contained on them. If you suffer loss from using such third party product and service, we will not be liable for such loss. In addition, third party service providers will likely have their own set of rules and guidelines for usage of such services. Since we have no control over the terms of use or privacy policies of third-party websites, we urge you to carefully read and understand them before using their services. RISK FACTORS IMPORTANT NOTE: THE TOKENS ARE NOT BEING STRUCTURED OR OFFERED AS SECURITIES OR ANY OTHER FORM OF INVESTMENT PRODUCT. ACCORDINGLY, NONE OF THE INFORMATION PRESENTED BY CUCKOO NETWORK IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION, AND NO SPECIFIC RECOMMENDATIONS ARE MADE OR INTENDED. THE ISSUER 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 PROVIDED BY THE ISSUER, (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION (III) ANY ACTION RESULTING FROM SUCH INFORMATION OR (IV) THE SALE OR USE OF THE TOKENS. Participants cannot immediately use the Tokens. Participants should be prepared that they may not receive Tokens after the Airdrop for an extended period of time subject to lockup and vesting restrictions.

The Tokens have no or limited market, liquidity, or performance history. As such, the Tokens should be evaluated on the basis that our assessment of the prospects of our network may not prove accurate, and that the network may not achieve its objectives, including the use and adoption of the Tokens.

The Tokens are non-exchangeable. We are not obliged to provide holders of the Token with any exchange related to the Token for any reason, and holders of the Token acknowledge and agree that they will not receive money or other compensation in lieu of an exchange. No promises of future performance or price are or will be made in respect to the Token, including no promise of inherent value, no promise of continuing payments, and no guarantee that the 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 the Token.

Loss of Tokens. Tokens are intended to be accessible only by a party who possesses both the unique public and private keys relating to the local or online digital wallet in which such Tokens are held. To the extent private keys holding the Tokens are lost, destroyed or otherwise compromised, we may be unable to access the related Tokens and such private keys are not capable of being restored by us. Any loss of private keys relating to digital wallets used to store the Tokens could materially adversely affect the participant. Further, Tokens are typically transferred digitally, through electronic media not controlled or regulated by any entity. To the extent a Token is transferred erroneously to the wrong destination, the participant may be unable to recover the Tokens or its value. Such loss could materially adversely affect the Tokens and result in their complete loss of the participant’s Tokens.

Token Transactions are Generally Irrevocable. One of the values of distributed ledger and blockchain technology is that they create a permanent, public record of Token transactions. The potential drawback to this, however, is that even if a transaction turns out to have been in error, or as a result of theft of Tokens, such a transaction is not reversible. Consequently, we may be unable to replace missing Tokens or seek reimbursement for any erroneous transfer or theft of Tokens. To the extent that we are unable to seek redress for such action, error or theft, such loss could adversely affect our financial performance. Additionally, participants may lose all of their Tokens if a transaction was made in error or if the Tokens were stolen.

Bad Actors or Hackers. Bad Actors or Hackers may launch attacks to steal, compromise, or secure Tokens, such as by attacking Network source code, exchange servers, third-party platforms, cold and hot storage locations or software, or Token transaction history, or by other means. As our network increases in size, it may become a more appealing target of hackers, malware, cyber-attacks or other security threats. An attack or a breach of security could result in a loss of private data, unauthorized trades, an interruption of the network for an extended period of time, violation of applicable privacy and other laws, significant legal and financial exposure, damage to reputation, and a loss of confidence in security measures, any of which could have a material adverse effect on the network and the Tokens. Any breach of data security that exposes or compromises the security of any of the private digital keys used to authorize or validate transactions, or that enables any unauthorized person to generate any of the private digital keys, could result in unauthorized transactions and would have a material adverse effect on the Tokens.