TOKEN SALE DISCLOSURE (Contd)

11. RISKS ASSOCIATED WITH UNCERTAIN REGULATIONS, ENFORCEMENT ACTIONS, AND GEOPOLITICAL EVENTS

The regulatory status of the cryptographic tokens, blockchain, and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or when Binance Smart Chain regulatory agencies may apply existing regulations with respect to such technology and its applications, including the DC Pay Platform and DC PAY tokens.

It is likewise difficult to predict how or when Binance Smart Chain legislatures or regulatory agencies may implement changes to law and regulation affecting blockchain and distributed ledger technology and its applications, including the DC Pay Platform and DC PAY tokens. Regulatory actions could negatively impact the DC Pay Platform and DC PAY tokens in various ways, including, for purposes of illustration only, through a determination that DC PAY tokens are a regulated financial product or instrument that attracts registration or licensing requirements. DC Pay 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.

The DC Pay Platform and DC Pay could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of DC Pay to continue to develop the platform. Political or economic crises may motivate large-scale sales of DC PAY tokens, which could result in a reduction in the price and adversely affect the value of DC PAY tokens. Cryptographic tokens such as DC PAY tokens, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of transacting, and it is unclear how such supply and demand will be impacted by geopolitical events. Large-scale sales of DC PAY tokens would result in a reduction in the liquidity of such tokens.

12. RISKS ARISING FROM TAXATION

The tax characterization of DC PAY tokens is uncertain in many jurisdictions. You must seek your own tax advice in connection with purchasing DC PAY tokens, which may result in adverse tax consequences for you, including but not limited to withholding taxes, income taxes, and tax reporting requirements. You bear the sole responsibility for any taxation requirements, in purchasing, using, and holding DC PAY tokens

13. RISK OF ALTERNATIVE PLATFORMS

It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the DC Pay Platform and attempt to facilitate services that are materially similar to those intended to be delivered through the DC Pay Platform. The DC Pay Platform may be in competition with these alternative platforms, which could negatively impact the DC Pay Platform and DC PAY tokens

14. RISK OF INSUFFICIENT INTEREST IN THE DC PAY PLATFORM

It is possible that the DC Pay Platform will not be used by a large number of external businesses, individuals, and other organizations and that there will be a limited public interest in the use of DC PAY tokens for peer-to-peer trading. Such a lack of interest could impact the development of the DC Pay Platform for global release. DC Pay cannot predict the success of its own marketing efforts or the efforts of other third parties. It is possible that, due to any number of reasons, including without limitation, the failure of business relationships or marketing strategies, the DC Pay Platform, and all subsequent marketing of the sale of DC PAY tokens from DC Pay, may fail to achieve success.

15. RISK OF AN UNFAVOURABLE FLUCTUATION OF BINANCE SMART CHAIN AND OTHER CURRENCY VALUE

DC Pay intends to use the proceeds from selling DC PAY tokens to fund the maintenance and development of the Platform. The proceeds of the DC PAY sale will be denominated in ETH and can be converted into other cryptographic and fiat currencies. In addition, some sales of DC PAY may also be denominated in fiat currencies. If the value of ETH or other currencies fluctuates unfavorably during or after the Sale Period, DC Pay may not be able to fund development, or may not be able to develop or maintain the DC Pay Platform in the manner that it intended.

16. RISK OF DISSOLUTION OF DC PAY

It is possible, due to any number of reasons including, but not limited to, an unfavorable fluctuation in the value of Binance Smart Chain (or other cryptographic and fiat currencies), a decrease in the DC Pay Platform's utility, the failure of commercial relationships, or intellectual property ownership challenges, that the DC Pay Platform may no longer be viable to operate and DC Pay may dissolve or be wound up or face an uncertain or changing regulatory regime.

The risk that the DC Pay Platform may face increasing interruptions and additional security vulnerabilities could adversely affect the DC Pay Platform, and therefore the future utility of any DC PAY tokens that you hold.

17. RISKS ARISING FROM LACK OF GOVERNANCE RIGHTS As ownership of a DC, PAY token confers no governance rights of any kind with respect to the DC Pay Platform or DC Pay, all decisions involving the DC Pay Platform or DC Pay will be at DC Pay PTY LTD's sole discretion, including, but not limited to, decisions to discontinue the DC Pay Platform, to create and sell more DC PAY tokens for use in the DC Pay Platform, or to sell or liquidate DC Pay. These decisions could adversely affect the DC Pay Platform and any DC PAY tokens you hold.

18. RISKS INVOLVING CLOUD STORAGE As DC Pay uses a decentralized cloud storage service to host the DC Pay Platform and related Applications, the DC Pay Platform is susceptible to a number of risks related to the storage of data in the cloud. Such data may include large amounts of sensitive and or proprietary information, which may be compromised in the event of a cyber-attack or other malicious activity.

Similarly, the DC Pay Platform may be interrupted, and files may become temporarily unavailable in the event of such an attack or malicious activity. As users can use a variety of hardware and software that may interface with the DC Pay Platform, there is the risk volatility in pricing and will not seek to hold any of DC Pay, its directors, officers, agents and advisors liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected to, the sale of DC PAY tokens.

Third parties may assert intellectual property ownership claims relating to the holding and transfer of cryptographic tokens and their source code. Regardless of the merit of any intellectual property claim or other legal action, any threatened action that reduces confidence in the DC Pay Platform's long-term viability or the ability of end-users to hold and transfer DC PAY tokens, may adversely affect the value of DC PAY.

Additionally, a meritorious intellectual property claim could prevent you from accessing the DC Pay Platform, holding or transferring your DC PAY tokens.

It is also possible that the value of ETH will drop significantly in the future, depriving DC Pay of sufficient resources to continue to operate. It is possible that a competing cryptographic token other than DC PAY tokens could have features that make it more desirable to a material portion of the cryptographic token user base, resulting in a reduction in demand for DC PAY tokens, which could have a negative impact on the use and price of DC PAY tokens generally.

It is possible that a comparable product could become materially popular due to either a perceived or exposed shortcoming of the DC Pay Platform that is not immediately addressed by DC Pay, or a perceived advantage of a comparable product that includes features not incorporated into the DC Pay Platform. If this product obtains a significant market share, it could have a negative impact on the demand for, and price of DC PAY tokens.

The DC Pay Platform is a new product, thus contributing to price volatility that could adversely affect the value of DC PAY tokens. There are many factors affecting the further development of the cryptographic token industry, as discussed throughout this section. These risks can include but are not limited to, continued worldwide growth in the adoption and use of DC PAY tokens and other tokens; changes in consumer demographics, public tastes, and preferences; general economic conditions; and the regulatory environment relating to the DC Pay Platform, DC PAY tokens, and other tokens.

19. CRYPTOGRAPHIC TOKENS MAY EXPERIENCE THE RISK OF EXTREME PRICE VOLATILITY

As noted above, DC PAY tokens are not intended to represent any formal or legally binding investment. Cryptographic tokens that possess value in public markets, such as ETH, have demonstrated extreme fluctuations in price over short periods of time on a regular basis. You should be prepared to expect similar fluctuations, both down and up, in the price of DC PAY denominated in ETH, USD, AUD, or currencies of other jurisdictions.

Such fluctuations are due to market forces and represent changes in the balance of supply and demand. As mentioned, exchanges are independent of and not operated by DC Pay, therefore use of exchanges is at your own risk and DC Pay cannot and does not guarantee market liquidity for DC PAY tokens therefore there may be periods of time in which DC PAY tokens are difficult to buy or sell.

Additionally, due to different regulatory requirements in different jurisdictions and the inability of citizens of certain countries to open accounts at exchanges located anywhere in the world, the liquidity of DC PAY tokens may be markedly different in different countries and this would likely be reflected in significant price discrepancies. By purchasing DC PAY tokens, you expressly acknowledge and represent that you fully understand what DC PAY tokens may experience.

20. RISK OF INTELLECTUAL PROPERTY RIGHTS CLAIMS Intellectual property rights claims may adversely affect the operation of the DC Pay Platform and may become unavailable or interrupted, based on a failure of interoperability or an inability to integrate these third-party systems and devices that DC Pay does not control with the DC Pay Platform.

21. UNANTICIPATED RISKS

Cryptographic tokens such as the DC PAY tokens are a new and relatively untested technology. In addition to the risks noted above, there are other risks associated with your purchase, holding, and use of DC PAY tokens, including those that DC Pay cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks set out above.

Last updated