Legal and liability disclaimer
This section illustrates legal and risk disclaimers concerning the Project, including the Papa Tokens. Please read it carefully.
This section is not intended to be exhaustive and does not constitute investment or other advice. Prospective purchasers should make their own independent evaluation of all risk factors and should read the detailed information set out elsewhere in this White Paper. Other risks and uncertainties unknown to PapaExchange or considered insignificant at this time could equally have a material adverse effect on the business, operations, financial conditions, or prospects of PapaExchange.
Authorization by PapaExchange
No person is authorized to provide any information or to make any representation not included in this White Paper, and any information or representation not contained herein must not be relied upon as having been authorized by PapaExchange.
Lack of operating history of PapaExchange
PapaExchange is a newly formed entity and has a little operating history or track record that could be used (on its own) to evaluate its ability to deliver the Project.
No offer of securities or registration
The White paper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction. No person is bound to enter into any contract or binding legal commitment, and no cryptocurrency or other forms of payment are to be accepted on the basis of the White paper.
Incomplete information regarding the Project
You will not have full access to all of the information relevant to PapaExchange and the Project. PapaExchange is not required to update you on the progress of the Project.
Changes to the Project
Various features of the Project, including its terms and conditions, fees, structure, purpose, consensus protocol, algorithm, source codes, infrastructure design, and other technical specifications and parameters, may be updated and changed from time to time without notice.
Further, PapaExchange may encounter difficulties during the development of the products, including financial, resourcing, and technical difficulties. These difficulties are unpredictable and may be unresolvable and compromise the overall development of the Project. Development of the Project may therefore fail, terminate, or be delayed at any time for any reason. Particular features of the Project may never be realized. Such failure, termination, or delay is likely to reduce and may completely obliterate any existing utility that Tokens may hold.
Potential for misuse of the Project
Services that may be banned, restricted in certain jurisdictions may potentially use the Project. As a result, governmental authorities or regulators may take action against the Project. This may deter users from using the Project or may involve the complete shutdown of the Project.
Possible migration of the Papa Tokens
PapaExchange reserves the right to migrate the Papa Tokens to another protocol and to generate replacement Tokens on another protocol in the future, should PapaExchange determine, in its sole discretion, that doing so is necessary or useful to the operations of PapaExchange. Should PapaExchange decide to migrate the Papa Tokens, PapaExchange may no longer provide support for the pre-existing tokens or any other operational matters, except with respect to the migration process.
No assets, property, governance, or security right underlying Papa Tokens
In particular, the Papa Tokens do not represent or constitute any intellectual property rights, ownership rights or stake, shares or security, membership right or equivalent rights nor any right to receive future revenues, shares, or any other form of participation or governance rights in or relating to PapaExchange. Nothing underpins the value of Papa Tokens other than the prospect of the Project's access, usage, and functionality.
Accordingly, subject to other written arrangements to the contrary, all decisions involving the Project will be made by PapaExchange, including decisions to discontinue the Project. These decisions could adversely affect the Project and the utility of any Papa Tokens that you hold.
Due to the no security right, Papa Tokens are not to be construed, interpreted, classified, or treated as debentures, stocks or shares issued by any person or entity, 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, structured products, units in a business trust, derivatives of units in a business trust.
PapaExchange may hold the proceeds in cryptocurrencies, other digital assets or fiat currencies, or a combination of any of them. The value of these fiat currencies and digital assets may fluctuate significantly over a short period of time as a result of market dynamics, regulatory actions and changes, technical advancements, exchange availability, and broader economic and political factors. This volatility is likely to impact the funding that is available for developing the Project and may affect the utility of the Papa Tokens.
The laws of various jurisdictions may apply to Papa Tokens and the Project. The application of these laws and regulations to Papa Tokens and the Project is, in many cases, largely untested, and is subject to change without notice. In particular, any current governmental or regulatory tolerance of cryptographic tokens or cryptocurrencies can change rapidly, and Papa Tokens may at any time be deemed to be a security, investment, asset, or money by governmental authorities or regulators.
PapaExchange may receive formal or informal queries, notices, requests, or warnings by governmental authorities and regulators. Action may be taken by governmental authorities and regulators against Papa Tokens or the Project.
Tax treatment and accounting
PapaExchange, purchaser, and transactions in relation to the Papa Tokens and/or the Project may be subject to the tax laws and regulations in any applicable jurisdictions. The tax treatment and accounting of transactions in relation to the Papa Tokens and/or the Project are uncertain and a largely untested area of law and practice that is subject to prospective and retroactive changes without notice. Tax treatment of cryptographic tokens and cryptocurrencies may vary amongst jurisdictions.
Purchasing Papa Tokens or the use of the Project as a result of or in connection with any purchase, grant, delivery, exercise, vesting, distribution, activation, holding, use, appreciation, conversion, sale, exchange, redemption, assignment, transfer, disposal, may attract certain tax implications either now or in the future. PapaExchange may receive formal or informal queries, notices, requests, or summons from tax authorities and, as a result, PapaExchange may be required to furnish certain information about the Papa Token sale and/or the Project. You must seek independent professional advice on the tax implications in relation to Papa Tokens, use of the Project and/or any other transactions for your particular situation.
Reliance on the Internet
Papa Tokens and the Project rely heavily on the internet. However, the public nature of the internet means that either parts of the internet or the entire internet may be unreliable or unavailable at any given time. Further, interruption, delay, corruption, loss of data, or the loss of confidentiality in the transmission of data, may occur when transmitting data via the internet.
Reliance on Blockchain Platform
The Papa Token Holder needs to have a sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material properties of cryptographic assets, wallets, and other token/asset storage mechanisms, public and private key administration, blockchain technology, and blockchain-based software systems. Papa Token Holders understand, recognize and acknowledge that such understanding allows the Papa Token Holder to appreciate the implications and risks of purchasing Papa Tokens.
The Papa Token Holder understands and accepts the risk that the smart contract system concept, the underlying software application, the software platform, and ecosystem architecture are at an early developmental stage and yet to be proven. There are no warranties or guarantees that the process for creating Papa Token will be uninterrupted or error-free and there is an inherent risk that the software could hold weaknesses, vulnerabilities, or bugs causing, inter alia, the complete loss of the contributed value and/or Papa Token.
The Papa Token Holder understands and accepts that blockchain technology allows new forms of interaction. There is a possibility that certain jurisdictions will apply existing regulations, or introduce new laws addressing blockchain-based applications, which may be contrary to the current setup of the terms and conditions of Papa Tokens and Papa Tokens themselves and which may, inter alia, result in principal alterations of the smart contract system and/or the protocol, including its termination and the loss of Papa Token for the Papa Token Holder.
Blockchain technology is experimental and risks arising from this reliance include (but are not limited to):
A. the existence of technical flaws in such a blockchain platform;
B. targeting of such a blockchain platform by malicious persons;
C. changes in such a blockchain platform’s consensus protocol or algorithms;
D. decreased community or miner support for such a blockchain platform;
E. the existence or development of competing networks and platforms;
F. the existence or development of forked versions of such a blockchain platform;
G. flaws in the Solidity scripting language;
H. disputes between such blockchain platform developers, miners and/or users; and
I. regulatory action against such blockchain platform developers, miners and/or
Source code changes and flaws
The various source codes used in the Papa Token and the Project are subject to change and may at any time contain one or more defects, weaknesses, inconsistencies, errors, or bugs.
Holding and transfer of Papa Tokens and use of the Project (if and when developed) will not be anonymous. Your address and such participation will be recorded on a permission less blockchain.
Loss of private key is permanent and irreversible
You alone are responsible for securing your private key. Losing control of your private key will permanently and irreversibly deny you access to your Papa Tokens. Neither PapaExchange nor any other person will be able to retrieve or protect your Papa Tokens. Once lost, you will not be able to transfer your Papa Tokens to any other address or wallet. You will not be able to realize any value or utility that the Token may hold now or in the future.
Targeting of Papa Tokens, the Project, and PapaExchange by malicious persons
Papa Tokens, the Project, and PapaExchange may be targeted by malicious persons who may attempt to steal Papa Tokens or the proceeds, or otherwise intervene in the Papa Token sale, the Project, or PapaExchange. Papa Tokens and the Project may also be vulnerable to exploitation of vulnerabilities in smart contracts and other code, as well as to human error. This could result in significant loss and/or other impacts that may materially affect your interests.
Targeting of You by malicious persons
Malicious entities may target you in an attempt to steal any Papa Tokens or cryptocurrencies that you may hold or to claim any Papa Tokens that you may have purchased. This may involve unauthorized access to your digital wallet, your private keys, your cryptocurrency addresses, your email or social media accounts, as well as unauthorized access to your computer, smartphone, and any other devices that you may use.
PapaExchange or any of the PapaExchange team is not liable for any 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, and loss of use or data), arising out of or in connection with any acceptance of or reliance on this Whitepaper or any part thereof by you.
Market and industry information
The Whitepaper may include market and industry information and forecasts that have been obtained from internal surveys, reports, and studies, where appropriate, as well as market research, publicly available information, and industry publications. Such surveys, reports, studies, market research, publicly available information, and publications generally state that the information that they contain has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such included information.
No third party consent
Save for PapaExchange and its respective partners, and employees, no person has provided his or her consent to the inclusion of his or her name and/or other information attributed or perceived to be attributed to such person in connection therewith in this Whitepaper and no representation, warranty or undertaking is or purported to be provided as to the accuracy or completeness of such information by such person and such persons shall not be obliged to provide any updates on the same.
No information in the Whitepaper will or should be considered to be business, legal, financial, or tax advice regarding PapaExchange and Papa Tokens or any possible future token sales.
Restrictions on distribution and dissemination
The distribution or dissemination of the Whitepaper or such part thereof (as the case may be) may be prohibited or restricted by the laws, regulatory requirements, and rules of any jurisdiction. In the case where any restriction applies, you are to inform yourself about, and to observe, any restrictions which are applicable to your possession of the Whitepaper or such part thereof (as the case may be) at your own expense and without liability to PapaExchange or any of its affiliated entities or any member of the PapaExchange team.
Compliance with laws
PapaExchange is open to being audited for compliance and providing transactions open for the public including wallet addresses. The users on PapaExchange will need to comply with applicable laws and regulations, including but not limited to certain anti-money laundering and terrorist financing measures.
General comment on risks
Purchasing Papa Tokens involve inherent risks, some of which are set out in this Section of the Whitepaper.
These risks, and additional risks arising either now or in the future, could result in the failure of the Papa Token transfers, the destruction of Papa Tokens or the utility of Papa Tokens, and/or the termination of the development of PapaExchange.
There is a possibility that the purchase amount may be unrecoverable and/or that the Papa Tokens may cease to have inherent intrinsic value. You must therefore consider carefully whether the risks set out below, as well as all other applicable risks, are acceptable to you prior to deciding whether to purchase Papa Tokens.
Many factors, most of which are beyond PapaExchange's control, will influence the value of Papa Tokens and the price, if any, at which market participants may be willing to purchase or sell Papa Tokens in the secondary market. Accordingly, if an Papa Token Holder sells its Papa Tokens in the secondary market, it may not be able to obtain a price equal to the principal amount of Papa Tokens or a price equal to the price that it paid for Papa Tokens. An investment in Papa Tokens involves the risk that subsequent changes in relative market performance may adversely affect the value of Papa Token
You must seek professional advice (legal, taxation, financial, technical. or otherwise) regarding your particular situation before purchasing Papa Tokens, holding the Papa Token, or using the Project.
● blockchain-related risks: the underlying software application and software platform is still in an early development stage and unproven so there is no guarantee that the process for creating Papa Tokens will be uninterrupted or error-free. There is an inherent risk of weaknesses, vulnerabilities, or bugs of the software causing the complete loss of Papa Token and of the Project;
● abandonment/lack of success: PapaExchange may abandon the creation of the Papa Token and the development of the Project for various reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects) and legal, tax or regulatory considerations;
● regulatory risks: certain jurisdictions might apply already existing laws and regulations to blockchain technology-based projects or introduce new laws or regulations for this purpose. Newly introduced regulations may differ from the existing setup of the platform. This may cause, inter alia, substantial modifications of the Project or bring to the termination and/or the loss of Papa Tokens;
● jurisdiction-related risks: residents, tax residents, or persons having a relevant connection with certain jurisdictions are excluded from the Papa Token sale. Changes in your place of domicile or the applicable law may result in you violating any legal or regulatory requirements of your applicable jurisdiction. You are responsible for ensuring that the delivery, holding, use, or exchange of Papa Tokens is, and remains lawful despite changes to applicable laws, your residence, and circumstances.