Risks & Disclaimers

PLEASE READ THIS PART “RISKS AND DISCLAIMERS” CAREFULLY. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S).

By accessing the information set forth in this document or any part hereof, you represent and warrant to QP Protocol Limited (“Quidd”) that you unconditionally and irrevocably accept and agree with the following:

RESTRICTED TERRITORIES AND DISTRIBUTION

It may not be lawful in certain jurisdictions for individuals, or certain categories of individuals in other jurisdictions, to view this document. An individual who wishes to view this document must first satisfy himself or herself that he or she is not subject to any local requirements that prohibits or restricts him or her from doing so. In particular, unless otherwise determined by Quidd and permitted by the applicable law and regulations, it is not intended that any information contained in this document should be sent, directly or indirectly, in or into, countries where participating in Initial Coin Offerings are banned due to legal restrictions, and countries sanctioned by the US, or countries considered as high risk and monitored by the Financial Action Task Force (“FATF”) (each, a “Restricted Territory”) and nor should it be accessed by any individual who is a national citizen or resident of a Restricted Territory, including corporations, partnerships, or other entities created or organised in any such jurisdiction, unless they are exempted from the prohibition against participating in Initial Coin Offerings. Quidd shall not be responsible for individuals who access this document from territories whose laws prohibit such access or where any part of the document may be illegal. Such individuals do so at their own risk.

The publication, distribution or dissemination of this Whitepaper does not imply that the applicable laws, regulatory requirements or rules have been complied with. This Whitepaper is not an advertisement, nor is it intended to be used to call for an offer on behalf of Quidd. Persons to whom a copy of this Whitepaper has been distributed or disseminated, provided access to or who otherwise have the Whitepaper in their possession shall not circulate it to any other persons, reproduce or otherwise distribute this Whitepaper or any information contained herein for any purpose whatsoever nor permit or cause the same to occur. This Whitepaper, any part thereof and any copy thereof must not be taken or transmitted to any country where distribution or dissemination of this Whitepaper is prohibited or restricted. No part of this Whitepaper is to be reproduced, distributed or disseminated without including this part “RISKS AND DISCLAIMERS”.

NO AGREEMENT

No person is bound to enter into any contract or binding legal commitment concerning the sale and purchase of the QUIDD Tokens and no cryptocurrency, or other form of payment is to be accepted on the basis of this Whitepaper. Any agreement in relation to any sale and purchase of QUIDD Tokens (as referred to in this Whitepaper) is to be governed by only a separate document setting out the terms and conditions (the “QUIDD Token Sales Terms”) of such agreement. In the event of any inconsistencies between the QUIDD Token Sales Terms and this Whitepaper, the QUIDD Token Sales Terms shall prevail.

NO ADVICE

This Whitepaper does not constitute or form part of any opinion on any advice to sell, or any solicitation of any offer by Quidd to acquire any QUIDD Tokens nor shall it or any part of it nor the fact of its presentation form the basis of, or be relied upon in connection with, any contract or investment decision. You must conduct your own due diligence and ensure you comply with all local laws regarding cryptocurrency, tax, securities and other regulations in your jurisdiction. We encourage you to consult with the relevant professional advisors independently.

If any provision or part of any provision in this “RISKS AND DISCLAIMERS” part is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part of any provision under this “RISKS AND DISCLAIMERS” part shall not affect the validity and enforceability of the rest of this “RISKS AND DISCLAIMERS” part.

NO OFFER OF SECURITIES OR REGISTRATION

This document is for information purposes only and does not constitute or form, and not intended to be, an offer or solicitation of an offer to buy or sell, subscribe for, underwrite or purchase any form of investment or securities or other financial instruments, nor shall it or any part of it form the basis of, or be relied upon, in any way in connection with any contract or investment decision relating to the same. It 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 regulatory authority has examined or approved of any of the information set out in this Whitepaper. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of this Whitepaper does not imply that the applicable laws, regulatory requirements or rules have been complied with.

DISCLAIMER OF LIABILITY

In no event shall either Quidd, or any of their respective current or former employees, officers, directors, partners, trustees, representatives, agents, advisors, contractors, or volunteers be 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:

(i) any acceptance of or reliance on this Whitepaper or any part thereof by you;

(ii) any failure by Quidd, any of its affiliate companies or third party contractors or licensors to deliver or realize all or any part of the project described in or envisaged in this Whitepaper;

(iii) any information contained in or omitted from this Whitepaper;

(iv) your use or inability to use at any time the services or products or QUIDD Tokens offered by Quidd,

(v) mistakes or errors in code, text, or images involved in the QUIDD Token sale or in this Whitepaper; or

(vi) any expectation, promise, representation or warranty arising (or purportedly arising) from this Whitepaper;

(vii) the purchase, use, sale, resale, redemption, or otherwise of the QUIDD Tokens; or

(viii) the volatility in pricing of QUIDD tokens in any countries and/or on any exchange or market (regulated, unregulated, primary, secondary or otherwise); (ix) any security risk or security breach or security threat or security attack or any theft or loss of data including but not limited to hacker attacks, losses of password, losses of private keys, or anything similar; and

(x) your failure to properly secure any private key to a wallet containing QUIDD Tokens.

NO REPRESENTATIONS AND WARRANTIES

All information is provided without any warranties of any kind and Quidd, its employees, officers and/or advisors do not make or purport to make, and hereby disclaim, any express or implied representation, warranty or undertaking in any form whatsoever to any entity or person, including any representation, warranty or undertaking in relation to the truth, accuracy and completeness of any of the information set out in this Whitepaper. This Whitepaper and the QUIDD Tokens are provided on an “as is” basis and without any warranties of any kind, either expressed or implied. Each of Quidd, its employees, officers and/or professional advisors assumes no responsibility or liability to you or any third party for the consequence of reliance on such information, errors or omissions in such information or any action resulting therefrom. You assume all responsibility and risk with respect to your use of the Whitepaper and purchasing of any amount of QUIDD Tokens and their use.

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

All statements contained in this Whitepaper, statements made in press releases or in any place accessible by the public and oral statements that may be made by Quidd or their respective directors, executive officers or employees acting on behalf of Quidd, that are not statements of historical fact, constitute “forward looking statements”. Some of these statements can be identified by forward-looking terms such as “aim”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “target”, “will” or “would”, or other similar terms. However, these terms are not the exclusive means of identifying forward-looking statements.

All statements regarding Quidd’s business strategies, financial position, plans and prospects and the future prospects of the industry which Quidd is in are forward-looking statements. These forward-looking statements, including but not limited to statements as to Quidd’s revenue and profitability, prospects, future plans, other expected industry trends and other matters discussed in this Whitepaper regarding Quidd are matters that are not historical facts, but only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of Quidd to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements.

These factors include, but are not limited to:

(a) the risk that Quidd may be unable or execute or implement their respective business strategies and future plans;

(b) risks and uncertainties associated with Quidd and its businesses and operations, the QUIDD Tokens, and the QUIDD Initial Token Sale (each as referred to in the Whitepaper).

(c) changes in the future capital needs of Quidd and the availability of financing and capital to fund such needs;

(d) changes in political, social, economic and stock or cryptocurrency market conditions, and the regulatory environment in the countries in which Quidd conducts its respective businesses and operations;

(e) changes in interest rates and exchange rates of fiat currencies and cryptocurrencies;

(f) changes in the anticipated growth strategies and expected internal growth of Quidd and/or their respective affiliates;

(g) changes in the availability and fees payable to Quidd in connection with their respective businesses and operations;

(h) changes in the availability and salaries of employees who are required by Quidd and to operate their respective businesses and operations;

(i) changes in preferences of customers of Quidd;

(j) changes in competitive conditions under which Quidd operate, and the ability of Quidd to compete under such conditions; and

(k) war or acts of international or domestic terrorism, occurrences of catastrophic events, natural disasters and acts of God that affect the businesses and/or operations of Quidd, and other factors beyond the control of Quidd.

All forward-looking statements made by or attributable to Quidd or persons acting on behalf of Quidd are expressly qualified in their entirety by such factors. These forward-looking statements are applicable only as of the date of this Whitepaper, and nothing contained in this Whitepaper is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of Quidd, or in relation to the truth, accuracy and completeness of any of the information set out in this paper. The actual results, performance or achievements of Quidd may differ materially from those anticipated in these forward-looking statements. Whilst Quidd intends to fulfill all the goals set out in this document, in case of unforeseen circumstances, the goals may change or may not be achieved without any notice to you.

Neither Quidd or any other person represents, warrants and/or undertakes that the actual future results, performance or achievements of Quidd will be as discussed in those forward-looking statements. Further, Quidd disclaim any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future, except to the extent required by law.

THIRD PARTY INFORMATION AND NO CONSENT OF OTHER PERSONS

This Whitepaper includes information obtained from various third party sources (“Third Party Information”). None of the publishers of Third Party Information has consented to the inclusion of Third Party Information in this Whitepaper and is therefore not liable for Third Party Information. While Quidd have taken reasonable actions to ensure that the information is extracted accurately and in its proper context, Quidd have not conducted any independent review of the information extracted from third party sources, verified the accuracy, timeliness or completeness of such information or ascertained the underlying economic assumptions relied upon therein. Consequently, neither Quidd nor any of its respective directors, executive officers and employees acting on their behalf makes any representation or warranty as to the accuracy or completeness of such information and shall not be obliged to provide any updates on the same.

NO FURTHER INFORMATION OR UPDATE

No person has been or is authorized to give any information or representation not contained in this Whitepaper in connection with Quidd and its respective businesses and operations, the QUIDD Tokens, and the QUIDD Initial Token Sale (each as referred to in the Whitepaper) and, if given, such information or representation must not be relied upon as having been authorized by or on behalf of Quidd.

The QUIDD Initial Token Sale (as referred to in the Whitepaper) shall not, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change, or development reasonably likely to involve a material change in the affairs, conditions and prospects of Quidd or in any statement of fact or information contained in this Whitepaper since the date hereof.

RISKS AND UNCERTAINTIES

Prospective purchasers of QUIDD Tokens (as referred to in this Whitepaper) should carefully consider and evaluate all risks and uncertainties associated with Quidd, and their respective businesses and operations, the QUIDD Tokens, and the QUIDD Initial Token Sale (each as referred to in the Whitepaper), including all information set out in this Whitepaper prior to any purchase of QUIDD tokens. If any of such risks and uncertainties develops into actual events, the business, financial condition, results of operations and prospects of Quidd could be materially and adversely affected. In such cases, you may lose all or part of the value of the QUIDD tokens.

The regulatory status of cryptographic tokens, including any digital currency, digital assets and blockchain applications is unclear or unsettled in many jurisdictions. The publication and dissemination of this document do not imply that any relevant laws, regulations and rules have been complied with. No regulatory authority has examined or approved this document. Where any relevant governmental authority makes changes to existing laws, regulations and/or rules, or where financial institutions make certain commercial decisions, it may have a material adverse effect and/or impair the ability of any relevant entity referred to in the document to function as intended, or at all. There are risks involved in the technologies relating to the Ethereum blockchain, and the QUIDD tokens, such as unforeseen bugs, security issues or disruptions. By way of the above and other factors not within our control, the entire sum used to purchase the QUIDD tokens may be lost.

Quidd may contract with third parties to develop and license their products and/or technology for use within the Quidd Ecosystem. While Quidd will take all commercially reasonable steps to secure the necessary rights and licenses, there are risks and uncertainties associated with the business and operations of such third party contractors that are beyond Quidd’s control and they may not deliver on the products and/or technology. There is also a risk that Quidd does not succeed in obtaining and/or renewing the necessary rights and licenses to such third party products and/or technology mentioned in this Whitepaper. Such events may have a material adverse effect on the function, deployment and use of the Quidd Ecosystem as intended.

This Whitepaper does not identify, or claim to identify, all the risk factors connected with Quidd and its businesses and operations, the QUIDD Tokens, and the QUIDD Initial Token Sale (each as referred to in the Whitepaper). The disclaimers set out above are not exhaustive. A more comprehensive list will be set out in other documents that may be published by Quidd from time to time. You must make your own independent evaluation, after making such investigations as you consider essential, of the merits of participating in the Token Sale and after obtaining your own independent professional advice. To the fullest extent possible, Quidd shall not be liable for any responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to any acceptance or reliance on the information set forth in this document by you.

TERMS USED

To facilitate a better understanding of the QUIDD Tokens being offered for purchase by Quidd, and the businesses and operations of Quidd, certain technical terms and abbreviations, as well as, in certain instances, their descriptions, have been used in this Whitepaper. These descriptions and assigned meanings should not be treated as being definitive of their meanings and may not correspond to standard industry meanings or usage. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neutral genders and vice versa. References to persons shall include corporations.