๐Ÿ“•DISCLAIMER

IMPORTANT NOTE: ZAP CLASH TOKEN IS NOT BEING STRUCTURED OR SOLD AS SECURITIES OR ANY OTHER FORM OF INVESTMENT PRODUCT. ACCORDINGLY, NONE OF THE INFORMATION PRESENTED IN THIS PAGE IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION, AND NO SPECIFIC RECOMMENDATIONS ARE MADE OR INTENDED. THE SELLER 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 PAGE, (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION (III) ANY ACTION RESULTING FROM SUCH INFORMATION OR (IV) THE SALE OR USE OF ZAP CLASH TOKEN.

By purchasing, holding and using ZAP CLASH token, the Buyer expressly acknowledges that they understand and assume the following risks:

1. Risk of changes in functionality

ZAP CLASH token does not confer any rights, uses, purpose, attributes, functionalities or features, express or implied, except for those which are specifically described in the whitepaper, which may change from time to time.

2. ZAP CLASH token is non-refundable

The Seller is not obliged to provide ZAP CLASH token holders with a refund related to ZAP CLASH token for any reason, and ZAP CLASH token holders acknowledge and agree that they will not receive money or other compensation in lieu of a refund. No promises of future performance or price are or will be made in respect to ZAP CLASH token, including no promise of inherent value, no promise of continuing payments, and no guarantee that ZAP CLASH 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 ZAP CLASH token.

3. Risks Associated with the related Blockchain and underlying protocol

Because ZAP CLASH token and ZAP CLASH Game are based on blockchain technology, any malfunction, breakdown or abandonment of the relevant blockchain may have a material adverse effect on ZAP CLASH Game or ZAP CLASH token. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to ZAP CLASH token and ZAP CLASH Game by rendering ineffective the cryptographic consensus mechanism that underpins the relevant blockchain. The future of cryptography and security innovations is highly unpredictable.

Further, products or services available on ZAP CLASH Game may require digital assets provided by a user to be deposited with, "staked" with and/or otherwise require interaction with various third-party decentralised finance protocols which primarily comprise smart contracts deployed on the relevant blockchain. These third-party decentralised finance protocols and the development team behind these protocols are independent third parties, so the Seller and Group Entities have no control over these protocols or teams. These deployed smart contracts underlying the decentralised finance protocols may contain security vulnerabilities, errors, failures, bugs or economic loopholes which may be exploited by third parties, causing you to suffer losses in connection with savings game product(s) available on ZAP CLASH Game. Neither the Seller nor any Group Entity can be responsible for any such security vulnerabilities, errors, failures, bugs or economic loopholes.

4. Risk of Losing Access to ZAP CLASH token Due to Loss of Private Key(s)

A private key, or a combination of private keys, is necessary to control and dispose of ZAP CLASH token stored in the Buyer's digital wallet, vault or other storage mechanism. Accordingly, loss of requisite private key(s) associated with the Buyer's digital wallet, vault or other storage mechanism storing ZAP CLASH token may result in loss of such tokens. Moreover, any third party that gains access to such private key(s), including by obtaining login credentials for a hosted wallet service used by the Buyer, may be able to misappropriate any ZAP CLASH tokens held by the Buyer. The Seller cannot be responsible for any such losses.

5. Risk of Mining Attacks

As with other decentralised cryptographic tokens based on blockchain technology, ZAP CLASH token is susceptible to attacks by miners in the course of validating ZAP CLASH token transactions on the relevant blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to ZAP CLASH Game and ZAP CLASH token, including, but not limited to, accurate execution and recording of transactions involving ZAP CLASH token.

6. Risk of Hacking and Security Weaknesses

Hackers or other malicious groups or organisations may attempt to interfere with ZAP CLASH Game or ZAP CLASH token 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 ZAP CLASH Game is based on open-source software, there is a risk that a third party or a member of any Group Entity may intentionally or unintentionally introduce weaknesses into the core infrastructure of ZAP CLASH Game, which could negatively affect ZAP CLASH Game and ZAP CLASH token.

7. Risk of Uninsured Losses

Unlike bank accounts or accounts at some other financial institutions, ZAP CLASH token is uninsured unless the buyer specifically obtains 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 the Seller, to provide recourse (and in any event, the Seller is not obliged to compensate or insure the Buyer for any event of loss or loss of utility value).

8. Risks Associated with Uncertain Regulations and Enforcement Actions

The regulatory status of ZAP CLASH token and distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern cryptocurrency markets. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including ZAP CLASH Game and ZAP CLASH token. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including ZAP CLASH Game and ZAP CLASH token. Regulatory actions could negatively impact ZAP CLASH Game and ZAP CLASH token in various ways, including, for purposes of illustration only, through a determination that ZAP CLASH token is a regulated financial instrument that requires registration or licensing, ZAP CLASH Game may not be able to provide regular service in certain areas. Any Group Entity may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.

9. Risks Arising from Taxation

The tax characterisation of ZAP CLASH token and this Agreement is uncertain. The Seller intends to treat ZAP CLASH token and this Agreement neither as an equity interest nor as a debt interest in the Seller for tax purposes. It is possible that the Sellerโ€™s intended treatment of ZAP CLASH token and this Agreement may be challenged, so that the tax consequences to a Buyer and the Seller relating to ZAP CLASH token and this Agreement could differ from those described above. The Buyer must seek its own tax advice in connection with purchasing, holding and utilising ZAP CLASH token, which may result in adverse tax consequences to the Buyer, including, without limitation, withholding taxes, transfer taxes, value-added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.

10. Risk of alternative networks/competitors

It is possible that alternative networks could be established in an attempt to facilitate services that are similar to the Services, or alternative networks could be established that utilise the same or similar code and protocol underlying ZAP CLASH token and/or ZAP CLASH Game. ZAP CLASH Game may compete with these alternative networks, which could negatively impact ZAP CLASH Game and/or ZAP CLASH token.

11. Risk of Insufficient Interest in ZAP CLASH Game or Distributed Applications

It is possible that ZAP CLASH Game will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as that on ZAP CLASH Game) more generally. Such lack of use or interest could negatively impact the development of ZAP CLASH Game and therefore the potential utility of ZAP CLASH token.

12. Risks Associated with the Development and Maintenance of ZAP CLASH Game

ZAP CLASH Game is still under development and may undergo significant changes over time. Although it is intended for ZAP CLASH token and ZAP CLASH Game to follow the specifications set forth in Schedule 1 of the SAFT, and the relevant Group Entity will endeavor to work towards those ends (subject to internal business considerations), changes may be required to the specifications of ZAP CLASH token or ZAP CLASH Game for any number of reasons. This could create the risk that ZAP CLASH token or ZAP CLASH Game, as further developed and maintained, may not meet the Buyer's expectations or requirements at the time of purchase. Furthermore, despite the Seller's good faith efforts to develop and maintain ZAP CLASH Game, it is still possible that ZAP CLASH Game will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact both ZAP CLASH Game and ZAP CLASH token.

13. Inadequate disclosure of information

As of the date hereof, ZAP CLASH Game is still under development and its design concepts, consensus mechanisms, algorithms, codes, and other technical details and parameters may be subject to constant and frequent updates and changes. While this Agreement contains the most current information relating to ZAP CLASH Game, it is not absolutely complete and may still be adjusted and updated by the team from time to time. The team has no ability and obligation to keep holders of ZAP CLASH token informed of every detail (including development progress and expected milestones) regarding the project to develop ZAP CLASH Game. Therefore, insufficient information disclosure is inevitable and reasonable."

14. Risk of an Unfavorable Fluctuation of Currency Value

The Seller intends to use the proceeds from selling ZAP CLASH token to support the maintenance and development of ZAP CLASH Game, as described further in Schedule 2 of the SAFT. The proceeds of the sale of ZAP CLASH token will be mainly denominated in USDT, USDC and possibly other digital assets, and may be converted into other cryptographic and fiat currencies. In addition, sales of ZAP CLASH token may also be denominated in fiat currencies. If the value of digital assets fluctuates unfavorably during or after the sale of ZAP CLASH token, the relevant Group Entity may not be able to support development plans, or may not be able to maintain ZAP CLASH Game in the manner that it intended.

15. Risk of Dissolution of the Seller, any Group Entity or ZAP CLASH Game

Start-up companies such as the Seller involve a high degree of risk. Financial and operating risks confronting start-up companies are significant, and the Seller is not immune to these. Start-up companies often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved.

It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of cryptographic and fiat currencies, decrease in the utility of ZAP CLASH token due to negative adoption of ZAP CLASH Game, the failure of commercial relationships, or intellectual property ownership challenges, ZAP CLASH Game may no longer be viable to operate and the Seller or any Group Entity may be dissolved.

16. Risks Arising from Lack of Governance Rights

Because ZAP CLASH token confers no governance rights of any kind concerning the Seller or any Group Entity, all decisions involving the Seller or its Affiliates will be made by the relevant Group Entity at its sole and absolute discretion, including, but not limited to, decisions to discontinue the operations or development of ZAP CLASH Game, to create and sell more ZAP CLASH token for use within ZAP CLASH Game, or to sell or liquidate any Group Entity. These decisions could adversely affect ZAP CLASH Game and ZAP CLASH token held by the Buyer.

17. Risks Involving Cloud Storage

As ZAP CLASH Game may provide a decentralized cloud storage service to individual and institutional clients, including users and applications, the Services are susceptible to a number of risks related to the storage of data in the cloud. The Services may involve the storage of large amounts of sensitive and/or proprietary information, which might be compromised in the event of a cyberattack or other malicious activity. Similarly, the Services may be interrupted, and files may become temporarily unavailable in the event of such an attack or malicious activity. Also of note, because users can utilize a variety of hardware and software that may interface with ZAP CLASH Game, there is the risk that the Services may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Group Entities do not control. The risk that the Services may face increasing interruptions and ZAP CLASH Game may face additional security vulnerabilities could adversely affect ZAP CLASH Game and therefore the future utility of any ZAP CLASH token held by the Buyer.

18. Risks associated with markets for ZAP CLASH token

There is no prior market for ZAP CLASH token and the sale of ZAP CLASH token may not result in an active or liquid market for ZAP CLASH token. ZAP CLASH token is designed to be utilized solely within ZAP CLASH Game, hence there may be illiquidity risk with respect to ZAP CLASH token held by the Buyer. ZAP CLASH token is not a currency issued by any central bank or national, supra-national or quasi-national organization, nor is it backed by any hard assets or other credit nor is it a "commodity" in the usual and traditional sense of that word. The Seller is not responsible for, nor does the Seller pursue, the circulation and trading of ZAP CLASH token on any market. Trading of ZAP CLASH token will merely depend on the consensus on its value between the relevant market participants. No one is obliged to purchase any ZAP CLASH token from any holder of ZAP CLASH token, nor does anyone guarantee the liquidity or market price of ZAP CLASH token to any extent at any time. Furthermore, ZAP CLASH token may not be resold to a purchaser who is a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a Restricted Country or to purchasers where the purchase of ZAP CLASH token may be in violation of applicable laws. Accordingly, the Seller cannot ensure that there will be any demand or market for ZAP CLASH token, or that the Purchase Price paid for ZAP CLASH token is indicative of any market valuation or market price for ZAP CLASH token.

Even if secondary trading of ZAP CLASH token 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 fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to ZAP CLASH token (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile, decline below the Purchase Price that the Buyer had paid for ZAP CLASH token, and/or diminish to zero.

19. Inflation

Due to the nature and operation of blockchain protocols, the total amount of circulating ZAP CLASH token could increase through the adoption of a new patch or upgrade of the source code. Any inflation in the quantity of ZAP CLASH token could adversely affect the market price of ZAP CLASH token, and consequently. Buyers may suffer economic losses. Neither the Seller nor any Group Entity provides any guarantee that a Buyer would be compensated (in any manner) for such inflation.

20. Loss of Talent

The development of ZAP CLASH Game depends on the continued cooperation of the existing technical team and expert consultants, who are highly knowledgeable and experienced in their respective sectors. The loss of any member may adversely affect ZAP CLASH Game or its future development. Further, stability and cohesion within the team are critical to the overall development of ZAP CLASH Game. There is the possibility that conflict within the team and/or departure of core personnel may occur, resulting in negative influence on the project in the future.

21. Failure to develop

ZAP CLASH Game is still in the developmental stage, hence there may be large changes to the final design before the official version is released. There is the risk that the development of ZAP CLASH Game will not be executed or implemented as planned, or may not meet any expectation of purchasers of ZAP CLASH token, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or ZAP CLASH token, unforeseen technical difficulties, and shortage of development funds for activities.

22. Unanticipated Risks

Cryptographic tokens such as ZAP CLASH token are a new and untested technology. In addition to the aforementioned risks, there may be other risks associated with the Buyer's purchase, holding and use of ZAP CLASH token, including those that the Seller cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed on this page.

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