This Legal Notice and Risk Disclosure Statement (the “Notice”) is provided by Guardians Guild Limited, a British Virgin Islands business company incorporated in the British Virgin Islands with limited liability (collectively with its affiliates, “we”, “our” or “us”). Leonis Pty. Ltd. is an independent service provider to Guardians Guild Limited to provide exclusive technology and other related services for the Project. Any statements and representations made by us or on our behalf, and any use of the tokens issued by us (the “Gems“ or “Tokens“) or of any platform, service or protocol upon which our Tokens operate (the “Project”), regardless of whether such Project is owned, operated, developed or otherwise controlled by us, shall be subject to this Notice. Please read this Notice carefully before using or interacting with the Project or the Token. In addition, the Tokens are subject to additional terms and conditions that may be amended by us from time to time. The Project may also be subject to additional terms and conditions that may be amended by the owner of the Project from time to time.
Our website available at https://www.guildofguardians.com/ and the our Project as described on coinlist.co/guild-of-guardians (together, the “Website”), the Project, and any other information communicated by us or on our behalf, whether through our whitepaper, communication channels or otherwise (collectively, the “Materials”), do not constitute an offer to sell, a recommendation or solicitation to buy, sell or hold Tokens or any other assets. Nothing in the Materials constitutes a recommendation or solicitation to use the Tokens, the Project or any related products, services or technologies. Always make sure to verify that the information that you believe is provided by us is posted or communicated by our authorised representatives.
Any and all Materials are provided for informational and educational purposes only, and should not be relied upon, either wholly or partially, when making any decision. We do not warrant, guarantee or represent, whether expressly or impliedly, that the Materials are true, complete, timely, reliable, accurate, sufficient, non-infringing or fit for a particular purpose, and we will be under no obligation to update or fix such Materials. We shall not be responsible for the accuracy or completeness of the Materials; therefore any use of such Materials is at your own discretion and risk, and you are solely responsible for any possible damages or losses arising from such use. You should always conduct your own independent research and investigation.
Materials may also contain references to third-party data and industry publications. Although we believe that such data is accurate and reasonable, there are no assurances as to the accuracy or completeness of this data. We have not independently verified any of the data from third-party sources referred to on the Website or in connection with the Project, or ascertained the underlying assumptions relied upon by such sources. Any reference to such third-party data and industry publications does not imply our endorsement thereof.
We do not make any warranties or representations of any kind with regard to the Tokens, and we expressly disclaim all warranties and representations relating to the Tokens, whether express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
The Tokens are provided on an «as is» and «as available» basis. There is no guarantee that the Tokens will perform as expected or hold any particular value or price. The Tokens may lose some or all of their value. We do not make any promises with respect to the Tokens, its price, value, supply amount, performance, etc. We cannot and do not influence the price of the Tokens or its performance, and assume no liability to any person for the Tokens, their performance, value or loss in value, the use or inability to use the Tokens.
The Token is not an investment, security, share or equity interest, debt or loan nor a derivative instrument of any of the foregoing. Neither the Materials nor anything communicated or provided by us constitutes a prospectus or offering document, or is an offer to sell or solicitation of an offer to buy Tokens or any other asset.
Unless otherwise specified, the Tokens do not provide any person with the rights of any type with respect to us or our affiliates, their revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary or other financial or legal rights, nor are the Tokens intended to provide any person with any other rights of any type. The Tokens are not a loan and do not provide any right of ownership or other interest. Unless expressly allowed by us at our discretion, Tokens cannot be received, used, or held by, transferred or sold to, a person which is (i) the subject of economic or financial sanctions or trade embargoes administered or enforced by any country or government, including, but not limited to, those administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or Office of Foreign Assets Control of the United States or any other applicable jurisdictions, (ii) located, organised or resident in any country or territory that is the subject of country-wide or territory-wide sanctions, (iii) listed in any sanctions-related list of sanctioned persons, including, but not limited to, those maintained by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or Office of Foreign Assets Control of the United States, (iv) located, organised or resident in Australia, Canada, Cuba, the Democratic People’s Republic of North Korea, Hong Kong SAR, the Islamic Republic of Iran, Libya, the People's Republic of China, South Sudan, Sudan (North), Syria, The Crimea, United States of America, any jurisdiction in which the acquisition and/or ownership of Tokens is prohibited by applicable law, or (v) directly or indirectly owned or controlled by any person or persons described above.
The Project, while not owned, operated, developed or otherwise controlled by us, is in beta stage, which means that the Project and all related software are experimental. The Project is provided on an “as is” and “as available” basis, without warranty of any kind, either expressed or implied, including, without limitation, warranties that the Project is free of defects, vulnerabilities, merchantable, fit for a particular purpose or non-infringing. Any use of the Project shall be at your own risk. In no event shall we be held liable in connection with or for any claims, losses, damages or other liabilities, whether in contract, tort or otherwise, arising out of or in connection with the Project or its operation or use.
The Website, the Project, and the Materials may contain forward-looking statements based on current expectations that involve a number of risks and uncertainties. All opinions, forecasts, projections, future plans or other statements other than statements of historical fact, are forward-looking statements. Any development plans and projections, business projections, future functionality and projected performance of the Tokens, the Project or us, as well as prospects and the future prospects of any industry, are forward-looking statements.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain or unknown. We can give no assurance that any forward-looking statements will prove to have been correct. Actual events, results or outcomes could differ materially from what is stated in the forward-looking statement, and you should not rely on any such forward-looking statement. These risks and uncertainties include the impact of economic, competitive, technical and other factors affecting the Tokens, the Project, us or our operations, including, but not limited to, the following: development of science and technology, development of the industry in which we are in, competition, regulatory uncertainty and government actions, the introduction of new regulations and laws, market changes, the performance of the Tokens, the Project or related products, other business and market conditions.
No part of the Website, the Project or the Materials should be considered to be business, legal, financial, investment, or tax advice, or advice of a broker regarding any matters to which all or any part of such information relates. You should consult your own legal, financial, tax, or other professional advisors regarding any such information.
You must read the Risk Disclosure Statement below, and by accessing or using the Tokens and/or the Project you accept all of the listed risks and agree that we shall not be in any way liable for any losses or damages incurred due to or in connection with such risks. You do hereby also acknowledge and agree that both the Tokens and the Project may be subject to additional risk disclosure statements that may be amended from time to time.
You do hereby to the fullest extent permitted by applicable laws and regulations indemnify, defend and hold us, our employees, directors, shareholders, officers, consultants, representatives, agents or contractors harmless from and against any and all loss, penalty, claim, damage, liability or expense whatsoever (including reasonable attorneys’ fees and disbursements) due to or arising out of or based upon (i) any inaccurate representation or warranty made by you, or breach or failure by you to comply with any covenant or agreement made by you or in any other document furnished by you to any of the foregoing persons in connection with the Tokens or the Project, or (ii) any action instituted by or on your behalf against any of the foregoing persons that is finally resolved by judgment against you or in favor of any of the foregoing persons.
To the maximum extent permitted by applicable laws and regulations, in no event shall us, our employees, directors, shareholders, officers, consultants, representatives, agents or contractors be liable or responsible for any direct, indirect, special, punitive, exemplary, incidental, or consequential damages or losses of any kind, nor shall they be liable for the loss of goodwill, loss of profits (including expected), loss of data, diminution of value, and business interruption arising out of or in connection with the use of the Tokens, the Project or the Materials or reliance thereon, any inaccuracy or omission in any Materials, whether based upon breach of warranty or contract, negligence, strict liability, tort, or any other legal theory, regardless of whether we have been advised of the possibility of such damages or losses.
Although we make reasonable efforts to ensure that the Tokens, the Project and their related software follow the high-security standards, we do not warrant or represent that the Tokens, the Project or any such related software are secure or safe, or protected from fishing, malware or other malicious attacks. Further, the Tokens, theProject and their related software may contain weaknesses, bugs, vulnerabilities, viruses or other defects which may have a material adverse effect on the operation of the Tokens, the Project or any such related software or may lead to losses and damages for you, other users of the Tokens, the Project or any such related software or third persons.
The Tokens, the Project and their related software are or will be deployed on the Ethereum blockchain main network, and later may be deployed on other blockchains. As a result, any malfunction, breakdown or abandonment of such blockchain(s) may have a material adverse effect on the Tokens, the Project or such related software. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens, the Project or such related software, and related blockchain software by rendering ineffective the cryptographic consensus mechanism that underpins the blockchain. The smart-contract concept, the underlying software application and software platform (i.e., [Ethereum] or other blockchain) are still in an early development stage and unproven. Although it is very unlikely, the blockchain, as well as any other blockchain, can be attacked which may result in downtime, consensus split, long reorganization of the chain, 51 percent attack, or other adverse outcomes each of which may lead to complete loss of your digital assets.
The underlying logic of the Tokens, the Project and their related software may be flawed, defective or impaired, which can result in smart-contracts operating incorrectly or not as expected, or transactions being executed in violation of logic which underpins the smart-contracts, which can lead to partial or complete loss of digital assets used in the transaction.
Certain user interface elements or design decisions can be confusing or mislead you, which may result in the execution of a different action or transaction than intended or desired, or connection of a wrong wallet, account or network.
Our intended activities are subject to various laws and regulations in the countries where we operate or intend to operate. We might be obliged to obtain different licenses or other permissive documents in some or all jurisdictions where we intend to operate our business, therefore, our business in such jurisdictions shall always be subject to obtaining such licenses or permissive documents, if so directed by applicable laws. There is a risk that certain activities may be deemed in violation of any such law or regulation. Penalties for any such potential violation would be unknown. Additionally, changes in applicable laws or regulations or evolving interpretations of existing law could, in certain circumstances, result in increased compliance costs or capital expenditures, which could affect our ability to carry on our business model.
There is no assurance that there will be no theft of your digital assets as a result of hacks, sophisticated cyber-attacks, distributed denials of service or errors, double-spent attacks, flash-loan attacks, vulnerabilities or defects of the Tokens, the Project or their related software or of the [Ethereum] or any other blockchain, or otherwise. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. Any of the above may lead to partial or complete theft or loss of digital assets used in transactions carried out in connection with the Tokens, the Project or their related software.