[Updated April 2, 2022] Draft for open community review and subject to change
PLEASE READ THE ENTIRETY OF THIS “LEGAL DISCLAIMER” SECTION CAREFULLY. NOTHING HEREIN CONSTITUTES LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE AND YOU ARE STRONGLY ADVISED TO CONSULT YOUR OWN LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S) FOR FURTHER GUIDANCE BEFORE ENGAGING IN ANY ACTIVITY IN CONNECTION HEREWITH.
NEITHER SUMMONERS ARENA LTD. (THE COMPANY), ANY OF THE PROJECT TEAM MEMBERS (THE SUMMONERS ARENA TEAM) WHO HAVE WORKED ON SUMMONERS ARENA (AS DEFINED HEREIN) OR PROJECT TO DEVELOP SUMMONERS ARENA IN ANY WAY WHATSOEVER, ANY DISTRIBUTOR/VENDOR OF SAE TOKENS (THE DISTRIBUTOR), NOR ANY OF ITS RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, JOINT VENTURES, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS (HEREINAFTER THE “AFFILIATES”) SHALL BE LIABLE FOR ANY KIND OF DIRECT OR INDIRECT DAMAGE OR LOSS WHATSOEVER WHICH YOU MAY SUFFER IN CONNECTION WITH ACCESSING THE PAPER, DECK OR MATERIAL RELATING TO SAE (THE TOKEN DOCUMENTATION) AVAILABLE ON THE WEBSITE AT HTTPS://SUMMONERSARENA.IO/ (THE WEBSITE, INCLUDING ANY SUB-DOMAINS THEREON) OR ANY OTHER WEBSITES OR MATERIALS PUBLISHED BY THE COMPANY FROM TIME TO TIME.
You agree that you are acquiring SAE to participate in Summoners Arena and to obtain services on the ecosystem thereon. The Company, the Distributor, the Affiliates and Summoners Arena Team would develop and contribute to the underlying source code for Summoners Arena. The Company is acting solely as an arms’ length third party in relation to the SAE distribution, and not in the capacity as a financial advisor or fiduciary of any person with regard to the distribution of SAE.
The Token Documentation is a conceptual paper that articulates some of the main design principles and ideas for the creation of a digital token to be known as SAE. The Token Documentation and the Website are intended for general informational purposes only and do not constitute a prospectus, an offer document, an offer of securities, a solicitation for investment, any offer to sell any product, item, or asset (whether digital or otherwise), or any offer to engage in business with any external individual or entity provided in said documentation. The information herein may not be exhaustive and does not imply any element of, or solicit in any way, a legally-binding or contractual relationship. There is no assurance as to the accuracy or completeness of such information and no representation, warranty or undertaking is or purported to be provided as to the accuracy or completeness of such information. Where the Token Documentation or the Website includes information that has been obtained from third party sources, the Company, the Distributor, the Affiliates and/or the Summoners Arena Team have not independently verified the accuracy or completeness of such information. Further, you acknowledge that circumstances may change and that the Token Documentation or the Website may become outdated as a result; and none of the Company, the the Distributor, the Affiliates and/or the Summoners Arena Team is under any obligation to update or correct this document in connection therewith.
Nothing in the Token Documentation or the Website constitutes any offer by the Company, the Distributor, the Affiliates and/or the Summoners Arena Team to sell any SAE (as defined herein) 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. Nothing contained in the Token Documentation or the Website is or may be relied upon as an advice (including business, legal, financial or tax advice) promise, warranty, representation or undertaking as to the future performance of Summoners Arena. The agreement between the Distributor (or any third party) and you, in relation to any distribution or transfer of SAE, is to be governed only by the separate terms and conditions of such agreement.
In no event shall the Company, the Distributor, the Affiliates and/or the Summoners Arena Team be responsible or accountable or liable in any way whatsoever to any purchaser of SAE for any loss of profits or otherwise or for any lost savings or for any incidental direct indirect special or consequential damages in each case arising out of or from or in connection with:
(a) any failure by Company, the Distributor, the Affiliates and/or the Summoners Arena Team to deliver or realise all or any part of the project or the platform or the membership network or the SAE features described in or envisaged by the Token Documentation or Website;
(b) your use or inability to use at any time the services or the products or the platform or the membership network or SAE offered by the Company;
(c) the breach of any of these Terms by the Company, the Distributor, the Affiliates and/or the Summoners Arena Team or by you or by any third party;
(d) 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;
(e) mistakes or errors in code, text, or images involved in the sale of SAE or in any of the Token Documentation or Website; or
(f) any information contained in or omitted from the Token Documentation or Website;
(g) any expectation promise representation or warranty arising (or purportedly arising) from the Token Documentation or Website;
(h) the volatility in pricing of SAE in any countries and/or on any exchange or market (regulated, unregulated, primary, secondary or otherwise);
(i) the purchase use sale resale redemption or otherwise of the SAE; or
(j) your failure to properly secure any private key to a wallet containing SAE,
(collectively, the “Excluded Liability Matters”).
The Token Documentation or Website and the SAE are provided on an “as is” basis and without any representations or warranties of any kind, either express or implied. You assume all responsibility and risk with respect to your use of the Token Documentation or Website and purchasing of any amount of SAE and their use. If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the maximum extent permitted by applicable law.
To the maximum extent permitted by applicable law, you hereby irrevocably and unconditionally waive: (i) all and any claims (whether actual or contingent and whether as an employee, office holder, trustee, agent, principal or in any other capacity whatsoever or howsoever arising) including, without limitation, claims for or relating to the Excluded Liability Matters, any payment or repayment of monies, indemnity or otherwise that you may have against any of the Company, the Distributor, the Affiliates and/or the Summoners Arena Team; and (ii) release and discharge the Company, the Distributor, the Affiliates and/or the Summoners Arena Team from any and all liability (of whatsoever nature or howsoever arising) it or they may have to you. If for any reason you hereafter bring or commence any action or legal proceeding in respect of any claim purported to be released and discharged pursuant to this paragraph or these Terms, or otherwise attempt to pursue any such claim against the Company, the Distributor, the Affiliates and/or the Summoners Arena Team then you hereby irrevocably and unconditionally undertake to indemnify, and keep indemnified the Company, the Distributor, the Affiliates and/or the Summoners Arena Team fully on demand from and against:
(a) all liabilities or losses suffered by the Company, the Distributor, the Affiliates and/or the Summoners Arena Team; and
(b) all reasonable costs, charges and reasonable expenses (including without limitation reasonable legal costs and expenses) reasonably and properly incurred by the Company, the Distributor, the Affiliates and/or the Summoners Arena Team,
in each case by reason of or in connection with the bringing or commencement of such action or pursuit of such claim by you.
Notwithstanding any other provision of this Legal Disclaimer or any statement made expressly or impliedly in the Token Documentation or Website, the Company does not make or purport to make, and hereby disclaims, any representation, warranty, undertaking or covenant in any form whatsoever to any entity or person, including any representation, warranty, undertaking, or covenant in relation to the truth, accuracy and completeness of any of the information set out in the Token Documentation or Website.
By accessing the Token Documentation or the Website (or any part thereof), you shall be deemed to represent and warrant to the Company, the Distributor, the Affiliates, and the Summoners Arena Team as follows:
(a) in any decision to acquire any SAE, you have not relied on and shall not rely on any statement set out in the Token Documentation or the Website;
(b) you will and shall at your own expense ensure compliance with all laws, regulatory requirements and restrictions applicable to you (as the case may be);
(c) you are over 18 (eighteen) years of age;
(d) you agree and acknowledge that SAE do not constitute shares or equities or securities or financial instruments or investments in any form in any jurisdiction;
(e) you acknowledge, understand and agree that SAE may have no value, there is no guarantee or representation of value or liquidity for SAE, and SAE is not an investment product nor is it intended for any speculative investment whatsoever;
(f) none of the Company, the Distributor, the Affiliates, and/or the Summoners Arena team members shall be responsible for or liable for the value of SAE, the transferability and/or liquidity of SAE and/or the availability of any market for SAE through third parties or otherwise; and
(g) you acknowledge, understand and agree that you are not eligible to participate in the distribution of SAE if you are a citizen, national, resident (tax or otherwise), domiciliary and/or green card holder of a geographic area or country (i) where it is likely that the distribution of SAE would be construed as the sale of a security (howsoever named), financial service or investment product and/or (ii) where participation in token distributions is prohibited by applicable law, decree, regulation, treaty, or administrative act (including without limitation the United States of America, Canada, and the People’s Republic of China); and to this effect you agree to provide all such identity verification document when requested in order for the relevant checks to be carried out.
The Company, the Distributor and the Summoners Arena team do not and do not purport to make, and hereby disclaims, all representations, warranties or undertaking to any entity or person (including without limitation warranties as to the accuracy, completeness, timeliness, or reliability of the contents of the Token Documentation or the Website, or any other materials published by the Company or the Distributor). To the maximum extent permitted by law, the Company, the Distributor, the Affiliates shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including, without limitation, any liability arising from default or negligence on the part of any of them, or any loss of revenue, income or profits, and loss of use or data) arising from the use of the Token Documentation or the Website, or any other materials published, or its contents (including without limitation any errors or omissions) or otherwise arising in connection with the same. Prospective acquirors of SAE should carefully consider and evaluate all risks and uncertainties (including financial and legal risks and uncertainties) associated with the distribution of SAE, the Company, the Distributor and the Summoners Arena Team.
SAE are designed to be utilised, and that is the goal of the SAE distribution. In particular, it is highlighted that SAE:
(a) does not have any tangible or physical manifestation, and does not have any intrinsic value (nor does any person make any representation or give any commitment as to its value);
(b) is non-refundable and cannot be exchanged for cash (or its equivalent value in any other digital asset) or any payment obligation by the Company, the Distributor or any of the Affiliates;
(c) does not represent or confer on the token holder any right of any form with respect to the Company, the Distributor (or any of the Affiliates), or its revenues or assets, including without limitation any right to receive future dividends, revenue, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property or licence rights), right to receive accounts, financial statements or other financial data, the right to requisition or participate in shareholder meetings, the right to nominate a director, or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to Summoners Arena, the Company, the Distributor and/or the Affiliates;
(d) is not intended to represent any 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;
(e) is not intended to be a representation of money (including electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment;
(f) is not a loan to the Company, the Distributor or any of the Affiliates, is not intended to represent a debt owed by the Company, the Distributor or any of the Affiliates, and there is no expectation of profit; and
(g) does not provide the token holder with any ownership or other interest in the Company, the Distributor or any of the Affiliates.
Notwithstanding the SAE distribution, users have no economic or legal right over or beneficial interest in the assets of the Company, the Distributor, or any of their affiliates after the token distribution.
To the extent a secondary market or exchange for trading SAE does develop, it would be run and operated wholly independently of the Company, the Distributor, the distribution of SAE and Summoners Arena. Neither the Company nor the Distributor will create such secondary markets nor will either entity act as an exchange for SAE.
The information set out herein is only conceptual, and describes the future development goals for Summoners Arena to be developed. In particular, the project roadmap in the Token Documentation is being shared in order to outline some of the plans of the Summoners Arena team, and is provided solely for INFORMATIONAL PURPOSES and does not constitute any binding commitment. Please do not rely on this information in deciding whether to participate in the token distribution because ultimately, the development, release, and timing of any products, features or functionality remains at the sole discretion of the Company, the Distributor or the Affiliates, and is subject to change. Further, the Token Documentation or the Website may be amended or replaced from time to time. There are no obligations to update the Token Documentation or the Website, or to provide recipients with access to any information beyond what is provided herein.
No regulatory authority has examined or approved, whether formally or informally, any of the information set out in the Token Documentation or the Website. No such action or assurance has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of the Token Documentation or the Website does not imply that the applicable laws, regulatory requirements or rules have been complied with.
Summoners Arena is currently in the initial development stages and there are a variety of unforeseeable risks. You acknowledge and agree that there are numerous risks associated with acquiring SAE, holding SAE, and using SAE for participation in Summoners Arena. In the worst scenario, this could lead to the loss of all or part of SAE held. IF YOU DECIDE TO ACQUIRE SAE OR PARTICIPATE IN SUMMONERS ARENA, YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THE FOLLOWING RISKS:
The regulatory status of Summoners Arena, SAE and distributed ledger technology is unclear or unsettled in many jurisdictions. The regulation of digital assets has become a primary target of regulation in all major countries in the world. It is impossible to predict how, when or whether regulatory agencies may apply existing regulations or create new regulations with respect to such technology and its applications, including SAE and/or Summoners Arena. Regulatory actions could negatively impact SAE and/or Summoners Arena in various ways. The Company, the Distributor (or the Affiliates) 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.
SAE and/or Summoners Arena could continue to be affected by general global economic and market conditions. Challenging economic conditions worldwide have from time to time, contributed, and may continue to contribute, to slowdowns in the information technology industry at large. Weakness in the economy could have a negative effect on the Company, the Distributor or any of the Affiliates’ business, operations and financial condition, including decreases in revenue and operating cash flows, and inability to attract future equity and/or debt financing on commercially reasonable terms.
As at the date hereof, Summoners Arena is still under development and its design concepts, consensus mechanisms, algorithms, codes, and other technical details and parameters may be constantly and frequently updated and changed. Although this material contains the most current information relating to Summoners Arena, it is not absolutely complete and may still be adjusted and updated by the Summoners Arena team from time to time. The Summoners Arena team has neither the ability nor obligation to keep holders of SAE informed of every detail (including development progress and expected milestones) regarding the project to develop Summoners Arena, hence insufficient information disclosure is inevitable and reasonable.
Various types of decentralised applications, games and networks are emerging at a rapid rate, and the industry is increasingly competitive. It is possible that alternative networks could be established that utilise the same or similar code and protocol underlying SAE and/or Summoners Arena and attempt to re-create similar facilities. Summoners Arena may be required to compete with these alternative networks, which could negatively impact SAE and/or Summoners Arena.
The development of Summoners Arena greatly depends on the continued co-operation of the existing technical team and expert consultants, who are highly knowledgeable and experienced in their respective sectors. The loss of any member including those of the Summoners Arena Team may adversely affect Summoners Arena or its future development. Further, stability and cohesion within the team is critical to the overall development of Summoners Arena. There is the possibility that conflict within the team and/or departure of core personnel may occur, resulting in negative influence on the project in the future.
There is the risk that the development of Summoners Arena will not be executed or implemented as planned, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or SAE, unforeseen technical difficulties, and shortage of development funds for activities.
Hackers or other malicious groups or organisations may attempt to interfere with SAE and/or Summoners Arena 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 a risk that a third party or a member of the Company, the Distributor or the Affiliates may intentionally or unintentionally introduce weaknesses into the core infrastructure of SAE and/or Summoners Arena, which could negatively affect SAE and/or Summoners Arena. Further, the future of cryptography and security innovations are highly unpredictable and advances in cryptography, or technical advances (including without limitation development of quantum computing), could present unknown risks to SAE and/or Summoners Arena by rendering ineffective the cryptographic consensus mechanism that underpins that blockchain protocol.
In addition, the potential risks briefly mentioned above are not exhaustive and there are other risks (as more particularly set out in the Terms and Conditions) associated with your participation in Summoners Arena, as well as acquisition of, holding and use of SAE, including those that the Company or the Distributor cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the aforementioned risks. You should conduct full due diligence on the Company, the Distributor, the Affiliates, and the Summoners Arena team, as well as understand the overall framework, mission and vision for Summoners Arena prior to participating in the same and/or acquiring SAE.
All statements contained herein, statements made in press releases or in any place accessible by the public and oral statements that may be made by the Company, the Distributor and/or the Summoners Arena team, may constitute forward-looking statements (including statements regarding the intent, belief or current expectations with respect to market conditions, business strategy and plans, financial condition, specific provisions and risk management practices). You are cautioned not to place undue reliance on these forward-looking statements given that these statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results to be materially different from that described by such forward-looking statements, and no independent third party has reviewed the reasonableness of any such statements or assumptions. These forward-looking statements are applicable only as of the date indicated in the Token Documentation, and the Company, the Distributor as well as the Summoners Arena team expressly disclaim any responsibility (whether express or implied) to release any revisions to these forward-looking statements to reflect events after such date.
The use of any company and/or platform names or trademarks herein (save for those which relate to the Company, the Distributor or the Affiliates) does not imply any affiliation with, or endorsement by, any third party. References in the Token Documentation or the Website to specific companies and platforms are for illustrative purposes only.
The Token Documentation and the Website may be translated into a language other than English for reference purpose only and in the event of conflict or ambiguity between the English language version and translated versions of the Token Documentation or the Website, the English language versions shall prevail. You acknowledge that you have read and understood the English language version of the Token Documentation and the Website.
No part of the Token Documentation or the Website is to be copied, reproduced, distributed or disseminated in any way without the prior written consent of the Company or the Distributor. By attending any presentation on this Token Documentation or by accepting any hard or soft copy of the Token Documentation, you agree to be bound by the foregoing limitations.