• Risk Disclosure statement 

The following risks apply in addition to those stated elsewhere in these Terms of Service or on the Platform.  They are not exhaustive.  You must carefully assess and consider any risks that apply to your use of the Platform and obtain all necessary advice.  You are solely responsible for any decisions you make.

• Risks associated with Zixel NFTs and Transactions

• Risks associated with Zixel NFTs.  Zixel undertakes certain procedures to support the integrity of the Platform and Zixel NFTs.  These are described in the [insert name of document with hyperlink if you will include your checking procedures publicly], which may be updated from time to time.  Despite these efforts, it is possible that fraud or other types of poor conduct could arise, which could have a material impact on you.  As a result, there are risks of Users purchasing counterfeit assets, mislabelled assets, untransferable assets or assets with other forms of vulnerability.  Zixel has the full and sole discretion to delist any Zixel NFT from the Platform or hide certain features of Zixel NFTs affected by these issues or any other issues, should these be identified by Zixel itself or brought to its attention.  In no circumstances should Zixel be held liable in any way for any Loss you may suffer as a result of purchasing a Zixel NFT with these issues.  In any event, you must read the applicable terms, information and risk disclosures relating to a Zixel NFT carefully before making an Order or entering into a Transaction.   

1. 1. 1. Risks related to intellectual property rights.  Zixel does not (and has no obligation to) assess, monitor or otherwise endorse the accuracy, completeness, integrity, quality, legality or usefulness of any Content.  Certain Content may be inaccurate, incomplete, misleading, deceptive, infringing of the rights of others or illegal.  Neither do these Terms of Service nor the availability of Content in the Platform should be deemed to be a representation, warranty or endorsement by Zixel with respect to any Content.  If in the opinion of Zixel, the accuracy, completeness, integrity, quality, legality or usefulness of Content is questionable, Zixel may at its discretion disable access to such Content (in whole or in part) in the Platform at any time.  As a result, you may suffer Loss.  

      2. Your use of Zixel NFTs and related intellectual property rights.  The Zixel NFTs you purchase on the Platform may not be what you expect.  This means your intellectual property rights with respect to any Zixel NFT may be limited, and you may not be permitted the full gamut of activities you expect (such as commercialisation).  Also, you may only have non-exclusive intellectual property licence to use Zixel NFTs (or their Content), or there may be minor adjustments to the relevant Content that enable the creation of a very similar or even virtually imperceptibly different NFT.  In any event, you must read the Relevant NFT Terms and conduct all necessary diligence.   

      3. Circulation and volatility of sale price of a Zixel NFT.  The circulation of Zixel NFTs is not the responsibility of Zixel, and Zixel does not guarantee that any Zixel NFTs will be possible to sell on the Platform even if they were previously offered for, or indeed sold as part of, any Primary Sale or Secondary Sale.  Furthermore, the price (if any) at which any person may be willing to buy or sell a Zixel NFT may be unexpected and/or highly volatile (or even zero) due to known or unknown factors.  

      4. Financial risks.  Use of the Platform and participation in any Primary Sale or Secondary Sale may carry financial risk and such risk can be substantial.  Your access and use of the Platform and participation of any Primary Sale or Secondary Sale is at your own risk.  It is your responsibility to make your own independent assessment in relation to risks of using the Platform, making an Order or entering into a Transaction.  In no circumstances will Zixel accept any liability whatsoever for Loss you may suffer in connection with the use of the Platform or any Transaction.  

      5. Payment and Fees.  Before submitting any Order and conducting any Transaction, you should obtain details of Payment and Fees for which you are responsible.  If any of the Payment and Fees are not clear to you, you should request such details before entering into an Order. 

      6. Nature of Zixel NFTs.  Beyond the Relevant NFT Description, Zixel NFTs may not have any other rights, use, purpose, value attributes, functionalities or feature whether expressed or implied.  In any event, Zixel NFTs are not intended to be (and in no case should they be understood, deemed, interpreted or construed to be or to be representative of) any kind of:   

         1. currency, legal tender, money or deposit, whether fiat or otherwise, nor any substitute for such currency, legal tender, money, deposit or non-cash payment facility;

         2. “digital payment token” for the purposes of the Payment Services Act 2019; 

         3. investment (whether secured or unsecured), equity interest, proprietary interest, economic right (including any kind of right to payment, income, dividend, return, profit, or other return, or any sums to be paid, or likely to be paid, out of such), share or similar interest in or claim against any person, asset, entity, organisation, scheme, venture or project;

         4. equity, debt or hybrid instrument, security, financial product, interest in a managed investment scheme, derivative, deposit, commercial paper, investment contract, note, bond, warrant, certificate or instrument entitling the holder to interest, dividends or any kind of return, nor any other financial instrument;

         5. right, title, interest or benefit whatsoever in whole or in part, in the Platform, Zixel or any assets related to either of them, except as expressly provided for in the Terms of Service;  

         6. any commodity that any person is obliged to redeem or purchase; or

         7. offer of any product or service that is regulated, and for which the provider does not (or will not at the necessary time) have the requisite licence or approval. 

• Risks of the Platform 

• Platform is subject to flaws and technical failures.  Platform is subject to flaws and you are solely responsible for evaluating risks associated with accessing or using the Platform.  Launching and operation of the Platform is subject to known or unpredictable technical failures.  Zixel does not bear any liability whatsoever for any Loss or interruptions that may occur due to the Platform’s flaws and/or technical failures caused by whatever reason (within or outside Zixel’s control).  Any Risk Disclosure or other warnings provided by Zixel (including those set out in these Terms of Service) do not constitute a representation of Zixel’s ongoing duty to inform or alert you of all potential risks (past, current or future) of accessing or using the Platform.  

• Platform feature is subject to change and modification.  Zixel seeks to use reasonable efforts to make and remain the Platform as a competitive digital marketplace.  As a result, Zixel may modify or make changes to features and components of the Platform, which may impact any Zixel NFT listed on the Platform or ongoing Transactions.   

1. 1. Reliance on Internet and other technologies.  The public nature of the Internet means that it may be unreliable or unavailable at any time, causing interruption, delay, corruption or loss of data, the loss of confidentiality in the transmission of data, or the transmission of malware may occur when transmitting data via the Internet.  Also, the operation of the Platform relies on other technologies and reliability of the technologies of the markets in which it operates.  There may not be alternative technologies in the event of failures or interruptions with the technologies.  Any unscheduled service interruption or failure could result in unavailability or limited performance of Platform. 

   2. Reliance on blockchain.  The Platform relies on blockchain.  Such blockchain involves open source software that is built upon experimental technology.  As an open source project, Zixel will not be represented, maintained or monitored by an official organisation or authority.  Risks arising from this reliance include (but are not limited to): 

      1. the existence of technical flaws in the applicable blockchain; 

      2. targeting of the applicable blockchain by malicious persons; 

      3. changes in the applicable blockchain’s consensus protocol or algorithms; 

      4. decreased community or staking support for the applicable blockchain; 

      5. the existence or development of competing networks and platforms; 

      6. the existence or development of Forked versions of the applicable blockchain; 

      7. flaws in the Rust scripting language; 

      8. disputes between Ethereum developers, stakers and/or users of the applicable blockchain; and 

      9. regulatory action against developers, stakers and/or users of the applicable blockchain.  

The Platform may also rely on other distributed ledger, smart contract and other technologies that also carry similar and other risks.

• Using Eligible Assets.  Certain Eligible Assets may be securities or regulated products in your jurisdiction.  You should satisfy yourself that making Payment or paying Fees using a particular Eligible Assets is lawful in your jurisdiction.

• Unknown risks.  In the launch and subsequent development of Platform, there are things that will be discovered which at this point cannot be predicted.  In other words, despite best efforts, Zixel may not yet know all the risks that are and will be associated with Platform and its operation.

• Cybersecurity and technology-related risk 

1. 1. Targeting of Zixel or Platform by malicious persons.  Zixel or the Platform may be targeted by malicious persons who may attempt to steal Zixel NFTs, or otherwise intervene in Zixel or Platform operation.

This includes (but is not limited to) interventions by way of: 

1. distributed denial of service; 

2. Sybil Attacks; 

3. phishing; 

4. social engineering; 

5. hacking; 

6. smurfing; 

7. malware; 

8. misinformation campaigns; and 

9. spoofing. 

1. Risks relating to timing.  A Transaction is binding upon completion of the steps described in these Terms of Service and on the Platform.  Following this, the Transaction will not be reversed unless otherwise provided.  There is a risk that the final binding Transaction does not occur at time expected or that other circumstances arise that change your belief as to its merits and risks.  You may suffer loss due to the fact that a Transaction is not carried out at the desired time and/or that other intervening matters that would otherwise change your view on the merits and risks of the transactions.   

2. Unauthorised access.  Unauthorised third parties may access and use your Account and enter into Transactions without your knowledge or authorisation, whether by obtaining control over another device or account used by you, or by other methods.  

• General risks 

1. 1. Jurisdiction-related risks.  Residents, Tax residents or persons having a relevant connection with certain jurisdictions may be prohibited from using the Platform and from submitting Orders.  Changes in your place of domicile or applicable law may result in you violating any legal or regulatory requirements of your applicable jurisdiction.  You are responsible for ensuring that any Order and Transaction is, and remains lawful despite changes to applicable law, your residence and circumstances. 

   2. Tax treatment and accounting.  The tax treatment and accounting of Virtual Assets and Zixel NFTs is a largely untested area of law and practice that is subject to prospective and retrospective changes without notice.  Tax treatment of Virtual Assets and Zixel NFTs may vary amongst jurisdictions and may vary depending on the Virtual Asset or Zixel NFT.  Zixel may receive formal or informal queries, notices, requests, or summons from tax authorities, and as a result Zixel may be required to furnish certain information about Zixel NFTs and Users.  You must seek independent professional advice on the tax implications in relation to participation in any Primary Sale, Secondary Sale or completion of Transaction.

   3. Legal and regulatory risks.  All Virtual Assets are potentially exposed to legal and regulatory risks.  The legal and regulatory treatment of some of the Virtual Assets may change.  Regulation of Virtual Assets is rapidly changing around the world.  Legal and regulatory treatment varies according to the jurisdiction and may vary depending on the Virtual Asset.  The effect of regulatory and legal risk is that any Virtual Asset may decrease in value or lose all of its value.  

   4. Conflicts of interest.  There may be potential circumstances where the interests of Zixel may diverge from those of User.  Zixel is not obliged to refrain from such decisions in its interests.  By accessing or using the Platform, each User will be deemed to have acknowledged these potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflicts of interest.  

Last Updated: February 4, 2022