Legal and Compliance

RISKS

MagicCraft is currently in the initial development stages and there are a variety of unforeseeable risks. You acknowledge and agree that there are numerous risks associated with acquiring $MCRT, holding $MCRT, and using $MCRT for participation in MagicCraft. In the worst scenario, this could lead to the loss of all or part of $MCRT held.

IF YOU DECIDE TO ACQUIRE $MCRT OR PARTICIPATE IN MAGICCRAFT, YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THE FOLLOWING RISKS:

■ Uncertain Regulations and Enforcement Actions: The regulatory status of MagicCraft, $MCRT and distributed ledger technology is unclear or unsettled in many jurisdictions. The regulation of digital assets has become a primary target of regulation in all major countries in the world. It is impossible to predict how, when or whether regulatory agencies may apply existing regulations or create new regulations with respect to such technology and its applications, including $MCRT and/or MagicCraft. Regulatory actions could negatively impact $MCRT and/or MagicCraft in various ways. The Company, the Distributor (or their respective affiliates) 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. After consulting with a wide range of legal advisors to mitigate the legal risks as much as possible, the Company and Distributor have worked with the specialist blockchain department at Jacque Law LLC and obtained a legal opinion on the token distribution, and will be conducting business in accordance with the prevailing market practice.

■ Inadequate disclosure of information: As at the date hereof, MagicCraft is still under development and its design concepts, consensus mechanisms, algorithms, codes, and other technical details and parameters may be constantly and frequently updated and changed. Although this material contains the most current information relating to MagicCraft, it is not absolutely complete and may still be adjusted and updated by the MagicCraft team from time to time. The MagicCraft team has neither the ability nor obligation to keep holders of $MCRT informed of every detail (including development progress and expected milestones) regarding the project to develop MagicCraft, hence insufficient information disclosure is inevitable and reasonable.

■ Competitors: Various types of decentralised applications, games and networks are emerging at a rapid rate, and the industry is increasingly competitive. It is possible that alternative networks could be established that utilise the same or similar code and protocol underlying $MCRT and/or MagicCraft and attempt to re-create similar facilities. MagicCraft may be required to compete with these alternative networks, which could negatively impact $MCRT and/or MagicCraft.

■ Loss of Talent: The development of MagicCraft greatly depends on the continued co-operation 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 MagicCraft or its future development. Further, stability and cohesion within the team is critical to the overall development of MagicCraft. 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.

■ Failure to develop: There is the risk that the development of MagicCraft will not be executed or implemented as planned, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or $MCRT, unforeseen technical difficulties, and shortage of development funds for activities.

■ Security weaknesses: Hackers or other malicious groups or organisations may attempt to interfere with $MCRT and/or MagicCraft 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, there is a risk that a third party or a member of the Company, the Distributor or their respective affiliates may intentionally or unintentionally introduce weaknesses into the core infrastructure of $MCRT and/or MagicCraft, which could negatively affect $MCRT and/or MagicCraft. Further, the future of cryptography and security innovations are highly unpredictable and advances in cryptography, or technical advances (including without limitation development of quantum computing), could present unknown risks to $MCRT and/or MagicCraft by rendering ineffective the cryptographic consensus mechanism that underpins that blockchain protocol.

■ Other risks: In addition, the potential risks briefly mentioned above are not exhaustive and there are other risks (as more particularly set out in the Terms and Conditions) associated with your participation in MagicCraft, as well as acquisition of, holding and use of $MCRT, including those that the Company or the Distributor cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the aforementioned risks. You should conduct full due diligence on the Company, the Distributor, their respective affiliates, and the MagicCraft team, as well as understand the overall framework, mission and vision for MagicCraft prior to participating in the same and/or acquiring $MCRT.

NOTICE AND DISCLAIMER

PLEASE READ THE ENTIRETY OF THIS "NOTICE AND DISCLAIMER" SECTION CAREFULLY. NOTHING HEREIN CONSTITUTES LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE AND YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S) BEFORE ENGAGING IN ANY ACTIVITY IN CONNECTION HEREWITH. NEITHER MAGICCRAFT LTD. (THE COMPANY), ANY OF THE PROJECT TEAM MEMBERS (THE MAGICCRAFT TEAM) WHO HAVE WORKED ON MAGICCRAFT (AS DEFINED HEREIN) OR PROJECT TO DEVELOP MAGICCRAFT IN ANY WAY WHATSOEVER, ANY DISTRIBUTOR/VENDOR OF $MCRT TOKENS (THE DISTRIBUTOR), NOR ANY SERVICE PROVIDER SHALL BE LIABLE FOR ANY KIND OF DIRECT OR INDIRECT DAMAGE OR LOSS WHATSOEVER WHICH YOU MAY SUFFER IN CONNECTION WITH ACCESSING THE PAPER, DECK OR MATERIAL RELATING TO $MCRT (THE TOKEN DOCUMENTATION) AVAILABLE ON THE WEBSITE AT HTTPS://WWW.MAGICCRAFT.IO/ (THE WEBSITE) OR ANY OTHER WEBSITES OR MATERIALS PUBLISHED BY THE COMPANY.

Project purpose: You agree that you are acquiring $MCRT to participate in MagicCraft and to obtain services on the ecosystem thereon. The Company, the Distributor and their respective affiliates would develop and contribute to the underlying source code for MagicCraft. The Company is acting solely as an arms’ length third party in relation to the $MCRT distribution, and not in the capacity as a financial advisor or fiduciary of any person with regard to the distribution of $MCRT.

Nature of the Token Documentation: The Token Documentation is a conceptual paper that articulates some of the main design principles and ideas for the creation of a digital token to be known as $MCRT. The Token Documentation and the Website are intended for general informational purposes only and do not constitute a prospectus, an offer document, an offer of securities, a solicitation for investment, or any offer to sell any product, item, or asset (whether digital or otherwise). The information herein may not be exhaustive and does not imply any element of a contractual relationship. There is no assurance as to the accuracy or completeness of such information and no representation, warranty or undertaking is or purported to be provided as to the accuracy or completeness of such information. Where the Token Documentation or the Website includes information that has been obtained from third party sources, the Company, the Distributor, their respective affiliates and/or the MagicCraft team have not independently verified the accuracy or completeness of such information. Further, you acknowledge that circumstances may change and that the Token Documentation or the Website may become outdated as a result; and neither the Company nor the Distributor is under any obligation to update or correct this document in connection therewith.

Token Documentation: Nothing in the Token Documentation or the Website constitutes any offer by the Company, the Distributor, or the MagicCraft team to sell any $MCRT (as defined herein) nor shall it or any part of it nor the fact of its presentation form the basis of, or be relied upon in connection with, any contract or investment decision. Nothing contained in the Token Documentation or the Website is or may be relied upon as a promise, representation or undertaking as to the future performance of MagicCraft. The agreement between the Distributor (or any third party) and you, in relation to any distribution or transfer of $MCRT, is to be governed only by the separate terms and conditions of such agreement.

The information set out in the Token Documentation and the Website is for community discussion only and is not legally binding. No person is bound to enter into any contract or binding legal commitment in relation to the acquisition of $MCRT, and no digital asset or other form of payment is to be accepted on the basis of the Token Documentation or the Website. The agreement for distribution of $MCRT and/or continued holding of $MCRT shall be governed by a separate set of Terms and Conditions or Token Distribution Agreement (as the case may be) setting out the terms of such distribution and/or continued holding of $MCRT (the Terms and Conditions), which shall be separately provided to you or made available on the Website. The Terms and Conditions must be read together with the Token Documentation. In the event of any inconsistencies between the Terms and Conditions and the Token Documentation or the Website, the Terms and Conditions shall prevail.

Deemed Representations and Warranties: By accessing the Token Documentation or the Website (or any part thereof), you shall be deemed to represent and warrant to the Company, the Distributor, their respective affiliates, and the MagicCraft team as follows:

  1. in any decision to acquire any $MCRT, you have shall not rely on any statement set out in the Token Documentation or the Website;

  2. you will and shall at your own expense ensure compliance with all laws, regulatory requirements and restrictions applicable to you (as the case may be);

  3. you acknowledge, understand and agree that $MCRT may have no value, there is no guarantee or representation of value or liquidity for $MCRT, and $MCRT is not an investment product nor is it intended for any speculative investment whatsoever;

  4. none of the Company, the Distributor, their respective affiliates, and/or the MagicCraft team members shall be responsible for or liable for the value of $MCRT, the transferability and/or liquidity of $MCRT and/or the availability of any market for $MCRT through third parties or otherwise; and

  5. you acknowledge, understand and agree that you are not eligible to participate in the distribution of $MCRT if you are a citizen, national, resident (tax or otherwise), domiciliary and/or green card holder of a geographic area or country (i) where it is likely that the distribution of $MCRT would be construed as the sale of a security (howsoever named), financial service or investment product and/or (ii) where participation in token distributions is prohibited by applicable law, decree, regulation, treaty, or administrative act (including without limitation the United States of America, Canada, and the People's Republic of China); and to this effect you agree to provide all such identity verification document when requested in order for the relevant checks to be carried out.

The Company, the Distributor and the MagicCraft team do not and do not purport to make, and hereby disclaims, all representations, warranties or undertaking to any entity or person (including without limitation warranties as to the accuracy, completeness, timeliness, or reliability of the contents of the Token Documentation or the Website, or any other materials published by the Company or the Distributor). To the maximum extent permitted by law, the Company, the Distributor, their respective affiliates and service providers shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including, without limitation, any liability arising from default or negligence on the part of any of them, or any loss of revenue, income or profits, and loss of use or data) arising from the use of the Token Documentation or the Website, or any other materials published, or its contents (including without limitation any errors or omissions) or otherwise arising in connection with the same. Prospective acquirors of $MCRT should carefully consider and evaluate all risks and uncertainties (including financial and legal risks and uncertainties) associated with the distribution of $MCRT, the Company, the Distributor and the MagicCraft team.

$MCRT Token: $MCRT are designed to be utilised, and that is the goal of the $MCRT distribution. In particular, it is highlighted that $MCRT:

  1. does not have any tangible or physical manifestation, and does not have any intrinsic value (nor does any person make any representation or give any commitment as to its value);

  2. is non-refundable and cannot be exchanged for cash (or its equivalent value in any other digital asset) or any payment obligation by the Company, the Distributor or any of their respective affiliates;

  3. does not represent or confer on the token holder any right of any form with respect to the Company, the Distributor (or any of their respective affiliates), or its revenues or assets, including without limitation any right to receive future dividends, revenue, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property or licence rights), right to receive accounts, financial statements or other financial data, the right to requisition or participate in shareholder meetings, the right to nominate a director, or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to MagicCraft, the Company, the Distributor and/or their service providers;

  4. is not intended to represent any 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;

  5. is not intended to be a representation of money (including electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment;

  6. is not a loan to the Company, the Distributor or any of their respective affiliates, is not intended to represent a debt owed by the Company, the Distributor or any of their respective affiliates, and there is no expectation of profit; and

  7. does not provide the token holder with any ownership or other interest in the Company, the Distributor or any of their respective affiliates.

Notwithstanding the $MCRT distribution, users have no economic or legal right over or beneficial interest in the assets of the Company, the Distributor, or any of their affiliates after the token distribution.

To the extent a secondary market or exchange for trading $MCRT does develop, it would be run and operated wholly independently of the Company, the Distributor, the distribution of $MCRT and MagicCraft. Neither the Company nor the Distributor will create such secondary markets nor will either entity act as an exchange for $MCRT.

Informational purposes only: The information set out herein is only conceptual, and describes the future development goals for MagicCraft to be developed. In particular, the project roadmap in the Token Documentation is being shared in order to outline some of the plans of the MagicCraft team, and is provided solely for INFORMATIONAL PURPOSES and does not constitute any binding commitment. Please do not rely on this information in deciding whether to participate in the token distribution because ultimately, the development, release, and timing of any products, features or functionality remains at the sole discretion of the Company, the Distributor or their respective affiliates, and is subject to change. Further, the Token Documentation or the Website may be amended or replaced from time to time. There are no obligations to update the Token Documentation or the Website, or to provide recipients with access to any information beyond what is provided herein.

Regulatory approval: No regulatory authority has examined or approved, whether formally or informally, any of the information set out in the Token Documentation or the Website. No such action or assurance has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of the Token Documentation or the Website does not imply that the applicable laws, regulatory requirements or rules have been complied with.

Cautionary Note on forward-looking statements: All statements contained herein, statements made in press releases or in any place accessible by the public and oral statements that may be made by the Company, the Distributor and/or the MagicCraft team, may constitute forward-looking statements (including statements regarding the intent, belief or current expectations with respect to market conditions, business strategy and plans, financial condition, specific provisions and risk management practices). You are cautioned not to place undue reliance on these forward-looking statements given that these statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results to be materially different from that described by such forward-looking statements, and no independent third party has reviewed the reasonableness of any such statements or assumptions. These forward-looking statements are applicable only as of the date indicated in the Token Documentation, and the Company, the Distributor as well as the MagicCraft team expressly disclaim any responsibility (whether express or implied) to release any revisions to these forward-looking statements to reflect events after such date.

Prohibited Jurisdictions: Please be aware that you are not eligible to participate in the distribution of $MCRT if you are a citizen, national, resident (tax or otherwise), domiciliary, or green card holder of a geographic area or country in which any of the following conditions apply:

Where it is likely that the distribution of $MCRT would be considered the sale of a security, financial service, or investment product.

Where participation in token distributions is prohibited by applicable law, decree, regulation, treaty, or administrative act.

The jurisdictions specifically mentioned as examples include, but are not limited to:

Bangladesh: The use of cryptocurrency is deemed illegal according to a warning issued by the Bangladesh Bank.

Bolivia: The Central Bank of Bolivia has banned the use of all cryptocurrencies.

China: While trading or using cryptocurrency is not technically illegal in China, the government has implemented restrictive measures and regulations.

Egypt: The use of cryptocurrency is currently banned in Egypt, and the Central Bank of Egypt has issued a warning against digital currency usage.

Iran: The use of cryptocurrency is illegal in Iran, with the government imposing a ban on its usage.

North Korea: Strict laws and regulations govern the use of cryptocurrency in North Korea, making it highly risky.

Saudi Arabia: The use of cryptocurrency is currently illegal in Saudi Arabia, with the government issuing a ban on its usage.

United States of America: The distribution and sale of any cryptocurrency or token in the United States entail significant risks due to stringent regulations on digital assets.

Vietnam: While trading or using cryptocurrency is not technically illegal in Vietnam, the government has implemented measures to restrict and regulate its usage.

Please note that this list is provided as an example and may not include all jurisdictions with similar restrictions or prohibitions.

It is important to acknowledge, understand, and agree that if you fall into any of the aforementioned categories, you are ineligible to participate in the distribution of $MCRT. Moreover, you agree to provide any necessary identity verification documents upon request to facilitate the required checks.

Please consult with legal professionals or stay updated on the laws and regulations governing cryptocurrency in your jurisdiction to ensure compliance and mitigate risks.

References to companies and platforms: The use of any company and/or platform names or trademarks herein (save for those which relate to the Company, the Distributor or their respective affiliates) does not imply any affiliation with, or endorsement by, any third party. References in the Token Documentation or the Website to specific companies and platforms are for illustrative purposes only.

English language: The Token Documentation and the Website may be translated into a language other than English for reference purpose only and in the event of conflict or ambiguity between the English language version and translated versions of the Token Documentation or the Website, the English language versions shall prevail. You acknowledge that you have read and understood the English language version of the Token Documentation and the Website.

No Distribution: No part of the Token Documentation or the Website is to be copied, reproduced, distributed or disseminated in any way without the prior written consent of the Company or the Distributor. By attending any presentation on this Token Documentation or by accepting any hard or soft copy of the Token Documentation, you agree to be bound by the foregoing limitations.

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