Genopets is the world’s first move-to-earn NFT game (the “Game”) that takes place on the decentralized Genoverse (“Genoverse”), where users can earn GENE and KI tokens (each, a “Digital Asset,” and collectively “Digital Assets”). We (Witty Elite Ltd and our affiliates) (“we” or “us”) make available the Game, Genoverse, Digital Assets, and any other software, updates, patches, publications, blog posts, statements, documentation, and any other associated media (collectively, “Materials”) subject to the terms of this notice (“Notice”). As an express condition of accessing any Materials, you agree to the terms of this Notice. Further, additional terms may apply to your use of the Game and Digital Assets.
THE GAME, GENOVERSE, DIGITAL ASSETS, AND ALL MATERIALS ARE AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THERE ARE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, CURRENCY, COMPLETENESS, AVAILABILITY, SECURITY, VALUE, OR RELIABILITY OF THE GAME, GENOVERSE, DIGITAL ASSETS, AND ALL MATERIALS.
YOU ASSUME ALL RISKS ASSOCIATED WITH USING DIGITAL ASSETS AND DECENTRALIZED SYSTEMS (SUCH AS THE GENOVERSE AND THE KI AND GENE TOKENS), INCLUDING BUT NOT LIMITED TO, THAT: (A) DIGITAL ASSETS ARE HIGHLY VOLATILE; (B) STAKING OR DELEGATING DIGITAL ASSETS IS INHERENTLY RISKY DUE TO BOTH FEATURES OF SUCH ASSETS AND SYSTEMS AND THE POTENTIAL UNAUTHORIZED ACTS OF THIRD PARTIES; (C) YOU MAY NOT HAVE ACCESS TO STAKED OR DELEGATED ASSETS; (D) YOU MAY LOSE SOME OR ALL OF YOUR STAKED OR DELEGATED TOKENS OR OTHER ASSETS. YOU AGREE THAT YOU WILL HAVE NO RECOURSE AGAINST ANYONE ELSE FOR ANY LOSSES DUE TO THE USE OF THE DECENTRALIZED ASSETS. FOR EXAMPLE, THESE LOSSES MAY ARISE FROM OR RELATE TO: (I) LOST FUNDS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS; OR (V) ERRORS, MISTAKES, OR INACCURACIES; OR (VI) THIRD-PARTY ACTIVITIES.
THE OFFER AND EARNING OF THE DIGITAL ASSETS HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. THIS OFFERING IS BEING MADE ONLY OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS (AS DEFINED IN SECTION 902 OF REGULATION S UNDER THE SECURITIES ACT) (AND ONLY IN JURISDICTIONS WHERE SUCH OFFER AND SALE IS PERMITTED UNDER APPLICABLE LAW) IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. THE DIGITAL ASSETS MAY NOT BE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
Please note that the Materials may contain estimates and forward-looking statements. All statements other than statements of historical fact are “forward-looking statements.” The words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible,” and similar words are intended to identify estimates and forward-looking statements. Such forward-looking statements, including our intended actions and performance objectives of us, the Game, Genoverse, Digital Assets, and all Materials (as defined herein), are based largely on current expectations and projections about future events and trends. These forward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other important factors, including those that may be identified in the Materials as “Risk Factors,” that could cause the actual results, performance, or achievements of us or the Game, Genoverse, Digital Assets to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. Moreover, new risk factors and uncertainties emerge from time to time, and it is not possible to predict all risk factors and uncertainties, nor is it possible to assess the impact of all of these risk factors or the extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Consequently, all forward-looking statements in the Materials speak only as of the date thereof. We expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectation with regard thereto or any change in events, conditions, or circumstances on which any such statement is based.
In addition, by attempting to acquire or use any Digital Assets, you hereby represent, covenant, and warrant to Us as follows:
- You are not a U.S. Person as defined in Rule 902(k) of Regulation S under the Securities Act of 1933, as amended (“Securities Act”). The offer and sale of the Digital Assets herein was made in an offshore transaction (as defined in Rule 902(h) of Regulation S), no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, and you are not acquiring the Digital Assets for the account or benefit of any U.S. Person.
- You will not offer or sell any of the foregoing (or create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person or other than in accordance with Regulation S, or engage in hedging transactions with regard to the Digital Assets;
- You will offer, sell, pledge or otherwise transfer the Digital Assets (or create or maintain any derivative position equivalent thereto) only as permitted by the Securities Act and any available exemption therefrom and, in any case, in accordance with applicable state securities laws; AND You further acknowledge and agree that the Digital Assets will be deemed to bear the legend set forth below (in addition to any other legends required by applicable federal, state or foreign securities laws or provided in any other agreement with the Company):
THE DIGITAL ASSETS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND NEITHER THE COMPANY NOR THE FOUNDATION INTENDS TO REGISTER THEM. PRIOR TO THE ONE-YEAR ANNIVERSARY OF THE DATE OF SALE, THE DIGITAL ASSETS MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH DIGITAL ASSETS) IN THE UNITED STATES OR TO U.S. PERSONS AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT, OTHER THAN TO DISTRIBUTORS, UNLESS THE DIGITAL ASSETS ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PRIOR TO THE ONE-YEAR ANNIVERSARY OF THE DATE OF SALE, YOU MAY RESELL SUCH DIGITAL ASSETS ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE DIGITAL ASSETS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. A HOLDER OF THE DIGITAL ASSETS WHO IS A DISTRIBUTOR, DEALER, SUB-UNDERWRITER OR OTHER SECURITIES PROFESSIONAL, IN ADDITION, CANNOT, PRIOR TO THE ONE YEAR ANNIVERSARY OF THE DATE OF SALE, RESELL THE DIGITAL ASSETS TO A U.S. PERSON AS DEFINED BY RULE 902(k) OF REGULATION S UNLESS THE DIGITAL ASSETS ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.
IN NO EVENT SHALL ANY TOKENS REPRESENTING THE RIGHT TO RECEIVE A DIGITAL ASSET IN THE POSSESSION OF A U.S. PERSON AS DEFINED IN RULE 902(K) OF REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BE EXCHANGED FOR A DIGITAL ASSET AND TOKENS REPRESENTING THE RIGHT TO RECEIVE TOKENS IN THE POSSESSION OF ANY SUCH U.S. PERSON WILL BE WORTHLESS AND NO U.S. PERSON SHOULD SEEK TO OBTAIN SUCH TOKENS
- Neither you nor any person acting on its behalf has engaged, or will engage, in any directed selling efforts to U.S. Persons with respect to the Digital Assets. The acquisition of the Digital Assets herein has not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the requirements of the Securities Act.
- Neither you nor any person acting on your behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Digital Assets. You agree not to cause any advertising of the Digital Assets to be published in any publication or posted in any public space relating to the Digital Assets in the United States
- In connection with the Digital Assets, you will not offer, sell or distribute Digital Assets to any citizen or resident of any jurisdiction designated by the U.S. Secretary of State as a country supporting international terrorism, or to which U.S. nationals cannot lawfully engage in transactions as designated by the Office of Foreign Assets Control, including without limitation Albania, Belarus, Bosnia, Burma, Central African Republic, Democratic Republic of Congo, Democratic People’s Republic of Korea, Cote D’Ivoire, the Crimea region of Ukraine, Croatia, Cuba, Herzegovina, Iran, Iraq, Kosovo, Lebanon, Liberia, Libya, Macedonia, Moldova, Serbia, Somalia, Sudan, South Sudan, Syria, Venezuela, Yemen, and Zimbabwe