Disclaimers & Disclosures
By engaging with KAP Games or affiliated entities, you acknowledge that you have read and understood the below disclaimers. Please review the terms carefully.
Disclaimers
The information set forth in the White Paper or these Legal Notices (“Legal Notices”) may not be exhaustive and should not be construed to create a contract between you and the DAO of KAP Games, which is legally represented by Guild Ventures I Ltd., a wholly owned subsidiary of the Kapital Foundation (the "DAO"). While we make every reasonable effort to ensure that all information: (i) in the White Paper; (ii) available on the DAO website https://kap.gg/, (iii) available on its Twitter account (@KAPGamesGG), (iv) its Discord Channel, or (v) any other available information moderated by the DAO (collectively, the “Sites”) (all the information in the White Paper and all information available on the Sites hereinafter referred to as the “Current Information”) is accurate and up to date, such material in no way constitutes professional advice. Individuals intending to purchase the KAP token (each a “Token Purchase”) should seek independent professional advice prior to acting on any of the Current Information.
NO REPRESENTATION & WARRANTIES
Notwithstanding any other provision of these Legal Notices or any statement made expressly or impliedly in the Current Information, the DAO does not make or purport to make, and hereby disclaims, any representation warranty undertaking or covenant in any form whatsoever to any entity or person, including any representation warranty undertaking or covenant in relation to the truth, accuracy and completeness of any of the information set out in the Current Information.
REPRESENTATION & WARRANTIES BY YOU
By accessing the Current Information or engaging in a Token Purchase, you represent and warrant to the DAO:
you are over 18 (eighteen) years of age;
you agree, accept, and acknowledge that the Tokens do not constitute shares or equities or securities or financial instruments or investments in any form in any jurisdiction for any purpose;
you agree and acknowledge that the Current Information does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities in any jurisdiction or a solicitation for investment in securities;
you agree and acknowledge that no regulatory authority has examined or approved of the Current Information, and presently there is no plan for the Current Information to be so reviewed;
the distribution or dissemination of the Current Information any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the DAO;
you will not make any representation to any person regarding the Tokens that conflict with these Legal Notices;
you agree and acknowledge that in the case where you wish to purchase any Tokens, the Tokens are not to be construed, interpreted, classified or treated as:
debentures, stocks or shares issued by any person or entity (whether the DAO or otherwise);
rights, options or derivatives in respect of such debentures, stocks or shares;
rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
units in a collective investment scheme;
units in a business trust;
derivatives of units in a business trust;
any other security or class of securities; or
any type of investment
you are fully aware of and understand that you are not eligible to purchase any Tokens or access the Current Information if you are a citizen, national, resident (tax or otherwise) of an internationally sanctioned country.
you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;
you are fully aware and understand, there are risks associated with: (A) the DAO and its business and operations; (B) the Tokens; (C) the Token Purchase; (D) storage of the Tokens, and (E) relying or acting on all or any part of the Current Information;
you agree and acknowledge that the DAO is not liable for any direct, indirect, special, incidental, consequential, or other losses of any kind in tort contract or otherwise (including but not limited to loss of revenue income or profits or loss of use or data or loss of reputation or loss of any economic or other opportunity of whatsoever nature or howsoever arising) arising out of or in connection with any acceptance of or reliance on the Current Information, Token Purchase, or any part thereof by you; and
all of the above representations and warranties are true, complete, accurate and not misleading from the time of your last access to and/or possession of (as the case may be) the Current Information.
RESTRICTED PARTICIPATION
Participating as a tokenholder or as a contributor in the initial Balancer Pool event of the DAO is expressly forbidden for individuals who are citizens or residents of the United States of America. IP geoblocking will be instituted across the token pool interfaces as well as any component of any app offered by the DAO that permits users to claim or earn KAP tokens.
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
All statements contained in the Current Information, statements made in any press releases or in any place accessible by the public and oral statements that may be made by the DAO or DAO representatives (as the case may be), that are not statements of historical fact, constitute “forward looking statements”. Some of these statements can be identified by forward-looking terms such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will” or other similar terms.
However, these terms are not the exclusive means of identifying forward-looking statements. All statements regarding the DAO's financial position, business strategies, plans and prospects and the future prospects of the industry which the DAO is in are forward-looking statements. These forward-looking statements, including but not limited to statements as to KAP Games' revenue profitability and growth, expected revenue profitability and growth, prospects, future plans, network plans, other expected industry trends and other matters discussed in the Current Information regarding the DAO are matters that are not historic facts, but only estimations and predictions.
The DAO makes no representation or warranty on having made any predictions or estimates or expectations on the basis of any formula, any mathematical or scientific modelling or forecast, or having made any due and proper enquiries or having undertaken any independent research or studies or otherwise. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of KAP Games to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. These factors include, amongst others:
changes in legal, political, social, economic, and stock or cryptocurrency market conditions and the regulatory environment in the countries in which the DAO conducts its business and/or its operations or where you engage in a Token Purchase;
the risk that the DAO may be unable or execute or implement its business strategies and future plans;
changes in interest rates and exchange rates of fiat currencies and cryptocurrencies;
changes in the anticipated growth strategies and expected internal growth of the DAO;
changes in the availability and fees payable to the DAO in connection with its business and operations;
changes in the availability and salaries of employees who are required by the DAO to operate its business and operations;
changes in preferences of customers of the DAO;
changes in competitive conditions under which the DAO operates, and the ability of the DAO to compete under such conditions;
changes in the future capital needs of the DAO and the availability of financing and capital to fund such needs;
war or acts of international or domestic terrorism;
occurrences of catastrophic events, natural disasters and acts of God that affect the businesses and/or operations of the DAO;
other factors beyond the control of the DAO; and
any risk and uncertainties associated with the DAO and its business and operations, the Tokens, the Token Purchase and reliance on all or any part of the Current Information.
All forward-looking statements made by or attributable to the DAO or DAO representatives are expressly qualified in their entirety by such factors. Given that risks and uncertainties that may cause the actual future results, performance or achievements of the DAO to be materially different from that expected, expressed or implied by the forward-looking statements in the Current Information, undue reliance must not be placed on these statements.
These forward-looking statements are applicable only as of the later of the date of publication of the White Paper and the latest date that the Sites have been updated. Neither the DAO nor DAO representatives nor any other person represents, warrants and/or undertakes that the actual future results, performance or achievements of the DAO will be as discussed in those forward-looking statements. The actual results, performance or achievements of the DAO may differ materially from those anticipated in these forward-looking statements.
Nothing contained in the Current Information is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of the DAO. Further, the DAO disclaims any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future.
Risk Factors
This section on risk factors is not and does not purport to be a complete enumeration or explanation of the risks involved with the purchase of KAP tokens. There may be additional risks of which the DAO is not aware. The following therefore highlights certain risks to which the DAO is subject to and which the DAO wishes to encourage prospective purchasers of KAP tokens to discuss with their own professional advisors.
Risk of software weaknesses. The DAO's platforms and the underlying technologies are still in an early development stage and unproven. There is no warranty that the process for creating the the DAO's platforms will be uninterrupted or error-free and there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the Tokens.
Regulatory risk. Blockchain technology allows new forms of interaction, and it is possible that certain jurisdictions will apply existing regulations on, or introduce new securities law, tax or other laws or regulations addressing, blockchain technology-based applications and/or the issuance and sale of tokens, which may, inter alia, result in substantial modifications to the sale of KAP tokens and/ or any of the DAO's platforms, including its termination and the loss of all KAP tokens.
Government action. Because of the regulatory uncertainty described above, blockchain activities, including the activities of the DAO, may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. All of this could subject the DAO to judgments, settlements, fines or penalties or require or cause the DAO to restructure its operations and activities, to cease offering certain products or services in one or more jurisdictions or refrain from delivering the KAP tokens to certain persons or in certain jurisdictions.
Risk of abandonment/lack of success. The creation of the KAP tokens and the development of the DAO platforms may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). Also, even if the DAO platforms are partially or fully developed and launched, there is no assurance for its future users to use and access the DAO platforms as anticipated.
Risk associated with other applications. It is possible that alternative platforms and businesses could be established that utilize the same open source code and protocol underlying certain components of the DAO platforms. The DAO platforms may compete with these alternative platforms and businesses, which could negatively impact the adoption of the DAO platforms and the KAP tokens. In addition, the DAO platforms may give rise to other, alternative projects, promoted by unaffiliated third parties, under which the KAP tokens will have reduced, or potentially no, intrinsic value. There is a risk that the DAO or its members, or other third parties may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructural elements of the DAO platforms interfering with the use of, or causing the loss of, the KAP tokens.
Risk of theft. The smart contracts used to generate the Tokens and the underlying software applications may be exposed to attacks by hackers or other individuals including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Any such successful attacks could result in theft or loss of payments made to the DAO and/or the KAP tokens, adversely impacting the ability to use or develop the DAO platforms and derive any usage or functionality from the KAP tokens.
Development Risk. The timing for issuing the KAP tokens and for completing various steps in the implementation of the DAO platforms are set forth in this Whitepaper. However, there is no assurance that the DAO will meet those target dates. The KAP platform operationality may be limited at the time of the KAP tokens delivery date and not all of the anticipated operational features intended for the DAO platforms may be functioning at that time. The DAO platforms will still be subject to ongoing development and could undergo significant changes over time. In addition, because the development of the DAO platforms may be dependent upon third parties, the Company may have limited control over future KAP tokens functionality or in assuring the ongoing operation and performance of the DAO platforms.
No Liquidity. KAP tokens are not intended for investment purposes. KAP tokenholders may not be able to sell, transfer or trade its unused KAP tokens to any other party. KAP tokens are intended to be used only in connection with the DAO paltforms. There may never be a secondary market for the KAP tokens. KAP tokens may be subject to significant transfer restrictions as a result of actions taken by the DAO or by government regulators.
Early Stage Entities. The DAO is a start-up and has no operating history against which purchasers of the KAP tokens may consider the appropriateness of purchasing the KAP tokens. Many risks and uncertainties affect start-up and early-stage entities, which often have very limited operating history, profits or cash flow. There can be no assurance of the success of such enterprises. Their potential must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with new or developing businesses, including technology risks, unproven business models, untested plans, uncertain market acceptance, competition and lack of revenues and financing.
Disclosures
i. Financial Information
As a transparent and decentralized autonomous organization, the DAO maintains an open statement of accounts tracked by TokenTerminal. You may view account balances and treasury health here. These balances can be easily audited by any ordinary practitioner on-chain, but, for ease of validation, the DAO's treasury multi-sig is stored at 0xbc450C9EcED158c6bD1AFfA8D37153E278e63e68 and its operating income multi-sig is stored at 0xFA3Df5C014BBd5a6a6D1047b82331917c3f9bB9d.
ii. Token Creator Information
The KAP Token was deployed by the Kapital Foundation, a compliant Cayman Islands-based ownerless foundation. The Kapital Foundation owns and directs Guild Ventures I Ltd, which is the operating vehicle responsible for housing all related software IP, contractual agreements, and employees that contribute to supporting the KAP ecosystem.
iii. Governance
The DAO utilizes a combination of on-chain governance and off-chain governance.
The KAP Token enables tokenholders to directly execute transactions against certain DAO-controlled smart contracts (i.e. "on-chain governance"). These contracts are fully disclosed and publicly audited at the addresses listed in this document, here.
While tokenholders cannot directly control the multi-sig that contains operational treasury resources (i.e. "off-chain governance"), tokenholders can control an on-chain treasury which may be sent various tokens or currencies by action of any member of the distributed community.
KAP Tokenholders may participate in nominating and electing Governance Councilmembers who interface with the Kapital Foundation to ratify and advise on off-chain governance decisions. These elections are carried out via Snapshot.
iv. Security
The KAP Token, its governance contracts, and its associated operational contracts have been audited by multiple parties and are under bug bounty programs, as outlined in the section of this document entitled "Audits."
v. Tokenomics
The KAP Token is a fixed-supply token (1,000,000,000 maximum fixed supply) with 100% of that supply minted at launch, and locked across various operational and vesting wallets.
The full circulating supply data is disclosed in the section of this document entitled "KAP Token."
vi. Consumptive Use/Utility
All fees inside of the KAP ecosystem can be paid for using the KAP Token, and many must be paid for exclusively in the KAP Token. The primary utility of the KAP Token is to engage with such products and services as the distributed developers of the KAP ecosystem deploy.
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