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18. Risk & Legal Disclaimer
The purchase of the Priority Pass may be effected only through the website www.candao.io (“Candao Site”) and only after connecting the cryptographic wallet. You should not use Candao Site nor purchase the Priority Pass if you are not experienced in cryptographic tokens and blockchain technology.
No information in this Whitepaper constitutes an invitation to invest and does not in any way relate to an offer of securities in any jurisdiction. This Whitepaper does it include nor contain any information or indication that might be considered as a recommendation or that might be used to base any investment decision.
Please read all these documents carefully through to the end. If you do not agree to be bound by any provision of these documents nor do not understand and fully accept, you should not use Candao Site nor purchase Priority Pass.
The regulations relating to transactions in crypto assets are often vague and unclear. Moreover, the investment in crypto assets is or may be restricted in certain jurisdictions. Without limitation, this Whitepaper and any information accessible on Candao Site is intended only for persons who are not residents of the United States, People’s Republic of China, Australia, Canada, Hongkong, Japan, Singapore, South Africa or South Korea and who are not in the United States, People’s Republic of China, Australia, Canada, Hongkong, Japan, Singapore or South Africa or are not residents or are not in any other jurisdiction in which the transactions and/or investment in crypto assets is restricted or prohibited (“Restricted Location”).
This Whitepaper and any information accessible on Candao Site does not constitute an offer or a call for any crypto asset in any Restricted Location or any other jurisdiction in which such offer or invitation is not eligible, or to any person if you will submit or invite.
Without limitation, no Priority Pass will be available and any information accessible on Candao Site is intended only for persons who are neither U.S. person (see below) nor acting of behalf such U.S. person nor located in or otherwise attempting to access to Site from the Restricted Location.
The term “U.S. person” means: (a) any natural person resident in the United States, (b) any partnership or corporation organized or incorporated under the laws of the United States; (c) any estate of which any executor or administrator is a U.S. person; (d) any trust of which any trustee is a U.S. person; (e) any agency or branch of a foreign entity located in the United States; (f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (g) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (h) any partnership or corporation if: (i) organized or incorporated under the laws of any foreign jurisdiction; and (b) formed by a U.S. person principally for the purpose of investing in securities not registered under the United States Securities Act of 1933, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) promulgated under the United States Securities Act of 1933, ) who are not natural persons, estates or trusts.
In consequence, in order to be able to access this Whitepaper and use Candao Site, each user will be required to confirm that he/she (i) is not U.S. person, (ii) is not acting of behalf of any U.S. person nor (iii) is not located in or otherwise attempting to access this website from the Restricted Location.
The usage of Candao Site, including without limitation the purchase of the Priority Pass, involves various risks. By doing so, you acknowledge that you bear all such risks, including without limitation:
The regulatory status of blockchain technology, cryptoassets, cryptocurrencies and distributed registries (ledgers) is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulations to such technology and its applications. Similarly, it is difficult to predict how legislatures or regulatory agencies may make changes to laws and regulations regarding distributed registry technology and its applications. In theory, regulatory action could adversely affect the usage of Candao Site, or the Priority Pass and/or CDOs in various ways, including, for example, by determining that the purchase, sale and delivery of CDOs constitutes an unlawful activity or that the CDOs are a regulated instrument that requires registration or licensing of those instruments or some or all of the parties involved in their purchase, sale and delivery. Thus, your activity could be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of cryptoassets and/or cryptocurrencies, which could impede or limit their existence, permissibility of their use and possession, and their value.
No warranty nor guarantee is given that the CDOs will not be a “security” or “transferrable security” in certain jurisdictions. You bear your own legal or financial consequences of the CDOs being considered a “security” or “transferrable security” in your jurisdiction.
Although Candao is committed and motivated to deliver the success of the products, Priority Pass, CDOs and/or functionalities referred herein (together hereinafter “Products”), such success depends on various factors, many of them beyond the control of Candao. These include but are not limited to: the changes in the regulatory environment and the approach taken by the regulators (as described above) but also the alignment of the concept behind the creation of the Products with the needs of its prospective users, the accuracy of marketing tools as well as adverse changes in the competitive environment. Moreover, the success of the Products is highly depending on the time and effort devoted by its key team, while in case of loss, some of the team cannot be easily or at all replaced. Technical tools available and/or skills of the team (whether internal of Candao or outsourced) may not be at required levels. These and other internal and external factors may require Candao to change its business model and that of the Products, as designed and anticipated by Candao and described herein or even lead to its failure. Consequently, the functionalities expected to be attached to the Products may turn be inexistent or meaningless and the value of the them may be zero.
Candao’s business concept and the success of the Products are highly depending on the accuracy and robustness of the technological tools and environment. Without limitation, Candao may be subject to attack by hackers or other groups or organizations that may adversely affect the operation of Candao Site or the capacity of Candao to continue its business.
Those risks may increase with the development of technology, including without limitation quantum computing.
You should expect prices and values of the CDOs to fluctuate widely and unpredictable, which may even also lead to total loss of money and/or value. There is no deposit insurance available or other protection available for the CDOs.
The functionalities of Candao Site and/or Products are, among others, based on the ERC20 Protocol. Any malfunction, breakdown or abandonment of such protocol may have a material adverse effect on Candao Site and/or Products.
The ERC20 source code might be updated, amended, altered or modified from time to time. Nobody can foresee or guarantee the precise result of such update, amendment, alteration or modification. As a result, any update, amendment, alteration or modification could lead to an unexpected or unintended outcome that adversely affects Candao Site and/or Products and/or Candao’s operation.
A private key, or a combination of private keys, is necessary to control and dispose of the digital asset. Accordingly, loss of requisite private key(s) will result in loss of digital asset. Moreover, any third party that gains access to such private key(s), including by gaining access to login of a wallet, may be able to misappropriate the digital asset.
Hackers or other groups or organizations may attempt to interfere with the digital asset in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks.
Those risks may increase with the development of technology, including without limitation quantum computing.
There are risks associated with cryptography, such as code cracking or technical advances such as the development of quantum computers, could present risks to all cryptocurrencies including the CDOs. This could result in the theft, loss, disappearance, destruction or devaluation of the CDOs.
The development of “forked” or alternative unofficial platform, which utilize the same base open source code and open source protocol underlying Candao Site and/or the Products. This may adversely impact the operation and the market value of the CDOs, and also may ruin the sustainability of Candao.
The ERC20 blockchain is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Mining Attacks, as described above, may also target other blockchain networks, with which the CDOs may interact with. Any successful attack presents a risk to the digital asset.
Before the Token Generation Event, no CODs will be released and it will not be possible to sell, buy or otherwise transfer any CDO to anyone, against payment or without payment.
Following the Token Generation Event Candao intends to introduce CDO on a decentralized exchange. Yet, as of the date of this Whitepaper, it is not certain whether and if so, when CDOs will be admitted to trading on an exchange and whether there will be any demand to support the secondary market price of CDOs.
Note also that following the Token Generation Event, the CDOs will be only gradually released in line with the vesting schedule presented in section 9.4. In consequence, only the released part of the CDOs will be transferrable.
The market value of CDOs may fluctuate over time. In consequence, you may suffer loss in value of CDOs. The CDO will be entirely uninsured and are unlike bank accounts or accounts at some other financial institutions.
The problems with Internet-based digital assets, products and websites may appear during the usage of Candao Site, including without limitation the failure of hardware, software, and Internet connections. Candao shall not be responsible for any communication failures, disruptions, errors, distortions or delays that may happen when using Candao Site.
Cryptocurrencies and blockchain technologies are still new and untested technology an in addition to the risks outlined above, there are also unforeseeable risks that may materialize as unanticipated.