14. Disclaimer and Risk

14.1 Disclaimer

PLEASE READ THIS DISCLAIMER SECTION CAREFULLY. IF YOU ARE UNCERTAIN AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX, OR OTHER PROFESSIONAL ADVISOR(S).

The information set forth in this Whitepaper may not be exhaustive and does not imply any elements of a contractual relationship. The content of this Whitepaper is not binding for Kivachain. (“Company”) and is subject to change in line with the ongoing research and development of the Kivvachain Platform (“Platform”) and Kivachain Protocol (“Protocol”), hereinafter together referred as “Project”. However, there is no obligation to update the Whitepaper or to provide the recipient with access to any additional information.

This Whitepaper does not constitute investment, legal, tax, regulatory, financial, accounting or other advice, and is not intended to provide the sole basis for any evaluation of a transaction on acquisition of Kiva Coin, hereinafter referred to as “Coin(s)”.

The Kivachain platform and Kiva Coins are not available to all persons. Participation may be subject to a range of steps, including the need to provide certain information and documents.

Prior to acquiring the Coins, a prospective purchaser should consult with his/her own legal, investment, tax, accounting, and other advisors to determine the potential benefits, burdens, and other consequences of such a transaction.

Kiva Coins (as described in this Whitepaper) are not intended to constitute securities or any other regulated product in any jurisdiction. This Whitepaper does not constitute a prospectus and is not an offer document of any sort nor is it intended to constitute an offer or solicitation of securities or any regulated product in any jurisdiction. This Whitepaper has not been reviewed by any regulatory authority in any jurisdiction.

This document is not composed in accordance with, and is not subject to, the laws or regulations of any jurisdiction which prohibit or in any manner restrict transactions in respect to, or with use of, digital tokens. Certain statements, estimates and financial information contained in this Whitepaper constitute forward-looking statements or information. Such forward-looking statements or information involve known and unknown risks and uncertainties which may cause actual events or results to differ materially from the estimates or the results implied or expressed in such forward-looking statements or information.

Kiva Coins are not being offered or distributed to, nor can be resold or otherwise alienated by their holders to, citizens of, natural and legal persons, partnerships, having their habitual residence or domicile, location or their seat of incorporation (i) in the United States of America (including the District of Columbia), Puerto Rico, the Virgin Islands of the United States, or any other possessions of the United States of America, or (ii) in a country or territory where transactions with digital Kiva Coins are prohibited or in any manner restricted by applicable laws or regulations. If such a restricted person purchases Kiva Coins, that person has done so on an unlawful, unauthorized and fraudulent basis, and in this regard shall bear any negative and/or legal consequences. The Company does not carry on any regulated activity in the Republic of Korea, in the People's Republic of China or in other countries and territories where transactions in respect of, or with use of, digital Kiva Coins fall under the restrictive regulations or require from the Company to be registered or licensed with any applicable governmental authorities. Each purchaser of Kiva Coins is reminded that this Whitepaper has been presented to him/her on the basis that he/she is a person to whose attention the document may be lawfully presented in accordance with the laws of the purchaser’s jurisdiction. It is the responsibility of each potential purchaser of Kiva Coins to determine if the purchaser can legally purchase Kiva Coins in the purchaser’s jurisdiction, and whether the purchaser can then resell the Kiva Coins to another purchaser in any given jurisdiction.

No representations or warranties are made as to the accuracy or completeness of the information, statements, opinions or other matters described in this document or otherwise communicated in connection with the project.

Without limitation, no representation or warranty is given as to the achievement or reasonableness of any forward-looking or conceptual statements. Nothing in this document is or should be relied upon as a promise or representation as to the future.

This White Paper is provided in an official English version only. Any translation is for reference purposes only and is not certified by any person. If there is any inconsistency between a translation and the English version of this Whitepaper, the English version prevails.

14.2 Risks Connected to The Value of Kiva Coins

Rights, Functionality or Features: Kiva Coins may only have the rights, uses, purpose, attributes, functionalities or features, on the Platform or within the Protocol as described in this Whitepaper. Company Parties do not guarantee that the Kiva Coins have any rights, uses, purpose, attributes, functionalities or features

Lack of Development of Market for the Kiva Coins: Because there has been no prior public trading market for the Kiva Coins, the Kiva Coin Sale may not result in an active or liquid market for the Kiva Coins, and their price may be highly volatile. Even if the Kiva Coins are tradable in a secondary market, in practice, there may not be enough active buyers and sellers, or the bid-ask spreads may be too wide. The Kiva Coin holders may not be able to exit their Kiva Coin holdings easily. In the worst-case scenario where no secondary market develops, a Kiva Coin holder may not be able to liquidate his/her Kiva Coin holdings at all. The exchanges or platforms that facilitate secondary trading of the Kiva Coins may not be regulated by any applicable laws.

Risks Relating to Highly Speculative Traded Price: The valuation of digital Kiva Coins in a secondary market is usually not transparent, and highly speculative. The Kiva Coins do not hold any ownership rights to Company’s assets and, therefore, are not backed by any tangible asset. Traded price of the Kiva Coins can fluctuate greatly within a short period of time. There is a high risk that a Kiva Coin holder could lose his/her entire payment amount. In the worst-case scenario, the Kiva Coins could be rendered worthless.

The Kiva Coins May Have No Value: The Kiva Coins may have no value and there is no guarantee or representation of liquidity for the Kiva Coins. Company is not and shall not be responsible for or liable for the market value of the Kiva Coins, the transferability and/or liquidity of the Kiva Coins and/or the availability of any market for the Kiva Coins through third parties or otherwise.

The Kiva Coins are Non-Refundable: Company is not obliged to provide the Kiva Coin holders with a refund related to the Kiva Coins for any reason, and the Kiva Coin holders will not receive money or other compensation in lieu of the refund. No promises of future performance or price are or will be made in respect to the Kiva Coins, including no promise of inherent value, no promise of continuing payments, and no guarantee that the Kiva Coins 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 private law of the Kiva Coin holder

14.3 Security Risks

Risk of Loss of Private Keys: The Kiva Coins purchased by Buyer may be held by Buyer in Buyer’s digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private keys associated with such Buyer’s digital wallet or vault storing the Kiva Coins will result in loss of such Kiva Coins, access to Buyer’s Kiva Coin balance and/or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such private keys, including by gaining access to login credentials of a hosted wallet or vault service the buyer uses, may be able to misappropriate the Buyer’s Kiva Coins. Company, members or any related parties are not responsible for any such losses.

Lack of the Kiva Coins Security: The Kiva Coins may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the Kiva Coins Smart Contracts or the Kiva Coins 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 the Kivachain platform rests on open source software, there is the risk that Kivachain smart contracts may contain intentional or unintentional bugs or weaknesses which may negatively affect the Kiva Coins or result in the loss of the Kiva Coins, the loss of ability to access or control the Kiva Coins. In the event of such a software bug or weakness, there may be no remedy and holders of the Kiva Coins are not guaranteed any remedy, refund or compensation

14.4 Risks Relating to The Project Development

Risk Related to Reliance on Third Parties: The Project may rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of might have a material adverse effect on the Project.

Dependence of the Project on the Senior Management Team: The ability of the Project team which is responsible for maintaining a competitive position of the Project is dependent to a large degree on the services of a respective senior management team. The loss or diminution in the services of members of the respective senior management team or an inability to attract, retain and maintain additional senior management personnel could have a material adverse effect on the Project. Competition for personnel with relevant expertise is intense due to the small number of qualified individuals, and this situation affects the ability to retain its existing senior management and attract additional qualified senior management personnel, which could have an adverse impact on the Project.

Dependence of the Project on Various Factors:The development of the Project may be abandoned for a number of reasons, including lack of interest from the public, lack of further funding beyond the initial funds, lack of commercial success or prospects.

Changes to the Project: The Project is still under development and may undergo changes over time. Although Company Parties intend for the Project to have the features and specifications set forth in this Whitepaper, changes to such features and specifications can be made for any number of reasons, any of which may mean that the Project does not meet expectations of buyers of the Kiva Coins.

Risk Associated with Other Applications: The Project may give rise to other, alternative projects, promoted by unaffiliated third parties, under which the Kiva Coins will have no intrinsic utility and value’

14.5 Risks Arising in Course of Company Parties’ Business

Risk of Conflicts of Interest: Any Company Party may be engaged in transactions with related parties, including respective majority shareholder, companies controlled by him or in which he owns an interest, and other affiliates, and may continue to do so in the future. Conflicts of interest may arise between any Company Party's affiliates and respective Company Party, potentially resulting in the conclusion of transactions on terms not determined by market forces

14.6 Governmental Risks

Uncertain Regulatory Framework: The regulatory status of cryptographic tokens, digital assets, and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact the Tokens in various ways, including, for example, through a determination that the tokens are regulated financial instruments that require registration. Companies may cease the distribution of the tokens, the development of the Project or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.

Failure to Obtain, Maintain or Renew Licenses and Permits: There may be various statutory requirements obliging Company to receive licenses and permits necessary for carrying out of its activity in different jurisdictions, there is the risk that new statutory requirements may be adopted in the future and may relate to any of Company Parties. Requirements which may be imposed by these authorities and which may require any of Company Party to comply with numerous standards, recruit qualified personnel, maintain necessary technical equipment and quality control systems, monitor our operations, maintain appropriate filings and, upon request, submit appropriate information to the licensing authorities, may be costly and time-consuming and may result in delays in the commencement or continuation of operation of the Project.

Risk of Burdensomeness of Applicable Laws, Regulations, and Standards: Failure to comply with existing laws and regulations or the findings of government inspections or increased governmental regulation of Company Parties operations, could result in substantial additional compliance costs or various sanctions, which could materially adversely affect Company Parties business and the Project. Company Parties operations and properties may be subject to regulation by various government entities and agencies, in connection with ongoing compliance with existing laws, regulations and standards. Any Company Party's failure to comply with existing laws and regulations or the findings of government inspections may result in the imposition of fines or penalties or more severe sanctions or in requirements that respective Company Party cease certain of its business activities.

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