An acquisition of the Tokens involves a high degree of risk. Any User/Purchaser should carefully consider the following information about these risks before they decide to buy the Tokens. If any of the following risks actually occurs, Earn Guild’s business and the value of $EARN Tokens, could all be materially adversely affected.
Earn Guild has described the risks and uncertainties that its team believes are material, but these risks and uncertainties may not be the only ones Earn Guild faces. Additional risks and uncertainties, including those Earn Guild currently is not aware of or deem immaterial, may also materially adversely affect Earn Guild’s business and the value of $EARN Tokens.
RISKS CONNECTED TO THE VALUE OF TOKENS
No Rights, Functionality or Features - $EARN Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, except for those which are strictly described in the Whitepaper.
Lack of Development of Market for Tokens - Because there has been no prior public trading market for the Tokens, the Token sale may not result in an active or liquid market for the Tokens, and their price may be highly volatile. If a fully liquid trading market for the Tokens does not develop, the price of the Tokens may become more volatile and one may be unable to sell or otherwise transact in the Tokens at any time.
Risks Relating to Highly Speculative Traded Price - The valuation of digital tokens in a secondary market is usually not transparent, and highly speculative. The Tokens do not hold any ownership rights to Earn Guild’s assets and, therefore, are not backed by any tangible asset. Traded price of the Tokens can fluctuate greatly within a short period of time. There is a high risk that a token holder could lose his/her entire contribution amount. In the worst-case scenario, the Tokens could be rendered worthless.
Tokens May Have No Value - The Tokens may have no value and there is no guarantee or representation of full liquidity for the Tokens. Earn Guild is not and shall not be responsible for or liable for the market value of the Tokens, the transferability and/or liquidity of the Tokens and/or the availability of any market for the Tokens through third parties or otherwise.
Tokens are Non-Refundable - Earn Guild is not obliged to provide the Token holders with a refund related to the Tokens for any reason, and the Token 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 Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that the Tokens 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 Token holder.
BLOCKCHAIN AND SOFTWARE RISKS
Risk of Software Weaknesses - The entire blockchain industry, the underlying software applications and software platforms (i.e. the Ethereum and Bitcoin blockchains) are still in an early development stage and unproven. There are no representations and warranties that the process for creating the Tokens will be uninterrupted or error-free. There is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the Cryptocurrency and/or the Tokens.
Risk of New Technology - The Platform, the Tokens and all of the matters set forth in the Whitepaper are new and untested. The Platform and the Tokens might not be capable of completion, creation, implementation or adoption. It is possible that no blockchain utilizing the Platform will be ever launched. Buyer should not rely on the Platform, the token smart contract or the ability to receive the Tokens associated with the Platform in the future. Even if the Platform is completed, implemented and adopted, it might not function as intended, and any Tokens may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the Platform and the Tokens may become outdated.
Risk of Loss of Private Keys - The Tokens may be held by the token holder in his 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 token holder’s digital wallet or vault storing the Tokens will result in loss of such Tokens, access to token holder’s Token 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 token holder uses, may be able to misappropriate the token holder’s Tokens.
Lack of Token Security - The Tokens may be subject to expropriation and/ or theft. Hackers or other malicious groups or organizations may attempt to interfere with the token smart contract which creates the Tokens 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 the risk that Tokens may contain intentional or unintentional bugs or weaknesses that may negatively affect the Tokens or result in the loss of Tokens, the loss of ability to access or control the Tokens. In the event of such a software bug or weakness, there may be no remedy, and holders of the Tokens are not guaranteed any remedy, refund, or compensation.
Attacks on Token protocol - The blockchain used for the protocol which creates the Tokens is susceptible to mining attacks, including double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the tokens, expected proper execution and sequencing of the Token transactions, and expected proper execution and sequencing of contract computations.
Risk of Incompatible Wallet Service - The wallet or wallet service provider used for the acquisition and storage of the Tokens, has to be technically compatible with the Tokens. The failure to assure this may have the result that Buyer will not gain access to his Tokens.
RISKS RELATING TO PLATFORM DEVELOPMENT
Risk Related to Reliance on Third Parties - Even if completed, the Platform will 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 which might have a material adverse effect on the Platform.
Dependence of Platform on Senior Management Team - The ability of the senior management team, which is responsible for maintaining the competitive position of the Platform, is dependent to a large degree on the services of each member of that team. The loss or diminution in the services of respective senior management team or an inability to attract, retain and maintain additional senior management personnel could have a material adverse effect on the Platform. Competition for personnel with relevant expertise is intense due to the small number of qualified individuals, and this situation seriously affects the ability to retain its existing senior management and attract additional qualified senior management personnel, which could have a significant adverse impact on the Platform.
Dependence of Platform on Various Factors - The development of the Platform may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
Lack of Interest in the Platform - Even if the Platform is finished and adopted and launched, the ongoing success of the Platform relies on the interest and participation of third parties. There can be no assurance or guarantee that there will be sufficient interest or participation in the Platform.
Changes to the Platform - The Platform is still under development and may undergo significant changes over time. Although the project management team intends for the Platform to have the features and specifications set forth in the White Paper, changes to such features and specifications can be made for any number of reasons, any of which may mean that the Platform does not meet expectations of the holders of the Tokens.
Risk associated with Other Applications - The Platform may give rise to other, alternative projects, promoted by unaffiliated third parties, under which the Token will have no intrinsic value.
Risk of an Unfavorable Fluctuation of Cryptocurrency Value - The proceeds of the sale of the Tokens will be denominated in Cryptocurrency, and may be converted into other cryptographic and fiat currencies. If the value of cryptocurrencies fluctuates unfavorably during or after the Token sale, the project management team may not be able to fund development, or may not be able to develop or maintain the Platform in the manner that it intended.
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. Earn Guild may cease the distribution of the Tokens, the development of the Platform 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 - Although as of the date of starting of the Token sale there are no known statutory requirements obliging Earn Guild to receive any licenses and permits necessary for carrying out of its activity, there is the risk that such statutory requirements may be adopted in the future. In this case, Earn Guild business will depend on the continuing validity of such licenses and permits and its compliance with their terms. Regulatory authorities will exercise considerable discretion in the timing of license issuance and renewal and the monitoring of licensees’ compliance with license terms. Requirements which may be imposed by these authorities and which may require Earn Guild 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 Platform. Further, private individuals and the public at large possess rights to comment on and otherwise engage in the licensing process, including through intervention in courts and political pressure. Accordingly, the licenses Earn Guild may need may not be issued or renewed, or if issued or renewed, may not be issued or renewed in a timely fashion, or may involve requirements which restrict Earn Guild’s ability to conduct its operations or to do so profitably.
Risk of Government Action - The industry in which Earn Guild operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Earn Guild and/or pursue enforcement actions against them. All of this may subject Earn Guild to judgments, settlements, fines or penalties, or cause Earn Guild to restructure its operations and activities or to cease offering certain products or services, all of which could harm Earn Guild’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Tokens and/or the development of the Platform.
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 Earn Guild’s operations, could result in substantial additional compliance costs or various sanctions, which could materially adversely affect Earn Guild’s business and the Platform. Earn Guild’s operations and properties are subject to regulation by various government entities and agencies, in connection with ongoing compliance with existing laws, regulations, and standards. Regulatory authorities exercise considerable discretion in matters of enforcement and interpretation of applicable laws, regulations, and standards. Respective authorities have the right to, and frequently do, conduct periodic inspections of any Earn Guild’s operations and properties throughout the year. Any such future inspections may conclude that Earn Guild has violated laws, decrees or regulations, and it may be unable to refute such conclusions or remedy the violations. Earn Guild’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 Earn Guild cease certain of its business activities, or in criminal and administrative penalties applicable to respective officers. Any such decisions, requirements or sanctions, or any increase in governmental regulation of respective operations, could increase Earn Guild’s costs and materially adversely affect Earn Guild's business and the value of $EARN Token.
Unlawful or Arbitrary Government Action - Governmental authorities may have a high degree of discretion and, at times, act selectively or arbitrarily, without hearing or prior notice, and sometimes in a manner that is contrary to law or influenced by political or commercial considerations. Moreover, the government also has the power in certain circumstances, by regulation or government act, to interfere with the performance of, nullify or terminate contracts. Unlawful, selective or arbitrary governmental actions have reportedly included the denial or withdrawal of licenses, sudden and unexpected tax audits, criminal prosecutions and civil actions. Federal and local government entities have also used common defects in matters surrounding the blockchain as pretexts for court claims and other demands to invalidate or to void any related transaction, often for political purposes. In this environment, Earn Guild’s competitors may receive preferential treatment from the government, potentially giving them a competitive advantage over Earn Guild.
US RESIDENTS EXCLUDED THE $EARN TOKEN IS NOT A REGISTERED SECURITY WITH THE US SECURITIES AND EXCHANGE COMMISSION. PURCHASE BY US CITIZENS IS STRICTLY FORBIDDEN.