Shiku Metaverse Land Plots: NFTs Purchase Terms

INTRODUCTION

The purchase of Shiku Metaverse Land Plots (“Sale Object(s)”, or “Shiku Metaverse Land Plot(s)”) from Half Moon is governed by our Terms of Service (including our Privacy Policy) and these NFTs Purchase Terms (“NFT Purchase Terms”), which together form an agreement (“Agreement”), between you (“Buyer”, “you”, or “your”) and the Shiku Foundation, rue des Usines 44, 2000 Neuchatel, Switzerland (Swiss Foundation number CHE-228.767.799) ("Shiku", “Seller”, “we”, “us” o

In case of conflict between these NFTs Purchase Terms and the Terms of Service, the NFTs Purchase Terms prevail. Nothing in the NFTs Purchase Terms limits any of our rights under the Terms of Service or any additional terms that they reference.

The term “Platform”, "Account" and “NFT”, as well as any other capitalized term not defined herein shall have the meaning defined in our Terms of Service.

PLEASE READ THESE NFTs PURCHASE TERMS CAREFULLY. BY CLICKING ACCEPT AND/OR PURCHASING SHIKU METAVERSE LAND PLOTS, YOU AGREE TO BE BOUND BY THESE NFTs PURCHASE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE NFTS PURCHASE TERMS, YOU MAY NOT PURCHASE SHIKU METAVERSE LAND PLOTS.

These Terms are first effective [04/26/2023]

THE VALUE OF SHARES, INVESTMENTS IN SECURITIES, DERIVATIVE PRODUCTS OR UNITS OF INVESTMENT FUNDS MAY RISE OR FALL. IT IS THEREFORE POSSIBLE THAT THE INVESTOR DOES NOT GET BACK THE ENTIRE AMOUNT ORIGINALLY INVESTED. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.

POSITIVE PAST PERFORMANCE IS NO GUARANTEE OF POSITIVE PERFORMANCE IN THE FUTURE. THE RISK OF EXCHANGE RATE AND FOREIGN CURRENCY LOSSES AS WELL AS FLUCTUATIONS IN YIELDS DUE TO AN UNFAVOURABLE DEVELOPMENT OF EXCHANGE RATES FOR THE INVESTOR CANNOT BE EXCLUDED. THERE IS A POSSIBILITY THAT INVESTORS WILL NOT GET BACK THE FULL AMOUNT THEY INVESTED.

INVESTMENTS IN CRYPTOCURRENCIES AND TOKENS ARE ASSOCIATED WITH SPECIFIC RISKS. THE LOW CAPITALISATION OF THE MARKET, ITS SPECULATIVE NATURE AND THE ONGOING CHANGES IN THE REGULATORY FRAMEWORK IN VARIOUS COUNTRIES CONTRIBUTE TO HIGH VOLATILITY. TOKENS ARE OFTEN USED TO INVEST IN STARTUPS THAT HAVE A HIGH RISK OF DEFAULT. IN ADDITION, CRYPTO ASSETS ARE ONLY ACCESSIBLE WITH A DIGITAL KEY. IF THE KEY IS LOST, ACCESS TO THE CRYPTO ASSETS IS ALSO LOST. INVESTORS INTERESTED IN THESE INVESTMENT OPPORTUNITIES SHOULD FAMILIARISE THEMSELVES CLOSELY WITH TECHNICAL AND REGULATORY DEVELOPMENTS IN THIS AREA, INCLUDING THE PUBLICATIONS OF THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY (FINMA).

THE RISK WARNING PROVIDED HEREIN IS SOLELY INFORMATIONAL AND SHALL NOT BE DEEMED TO CONSTITUTE A LEGAL OPINION ON ANY POTENTIAL QUALIFICATION OF THE METAVERSE LAND PLOTS UNDER ANY APPLICABLE FINANCIAL AND/OR OTHER REGULATIONS.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

The terms defined in the present Section, whenever used in this Agreement shall have the respective meanings indicated below:

"ICP": means the ICP token. "ICP Blockchain": means Internet Computer blockchain. "Purchase Price": has the meaning ascribed in Section 2.5. "Risk Factors": means the risks described in Annex 1 – Risk Factors hereto.

2. PROCESS, DEPOSIT, PURCHASE, SALE OBJECT, PURCHASE PRICE AND PAYMENT TERMS

2.1 Process

(a) The purchase process takes place on Yumi and is conducted via Dutch auction, meaning that the auction opens at an upper asking price (“Upper Asking Price”) and decreases in increments (“Decrease Increment”) over set time intervals (“Decrease Time Interval”), until the price of a placed bid is reached, or the minimum price (“Reserve Price”) is reached.

(b) The applicable Upper Asking Price, Decrease Increment, Decrease Time Interval and Reserve Price can be found on Yumi and are reproduced below for general information purposes only (not binding obligation). In case of discrepancy, the Upper Asking Price, Decrease Increment, Decrease Time Interval and Reserve Price indicated on Yumi prevail.

● Upper Asking Price: 2.5 ICP per square meter

● Decrease Increment: 0.01 ICP per square meter

● Decrease Time Interval: every 6 minutes

● Reserve Price: 0.5 ICP per square meter

(c) Shiku reserves at its sole discretion the right to change prices at any time before opening of the auction. Any malfunctions or errors remain reserved.

2.2 Deposit

(a) Bidding is subject to payment of a deposit equal to the bid amount in full (“Bidding Deposit”).

(b) By clicking on “buy now”, “place a bid” or similar, you agree to immediately pay the Bidding Deposit.

(d) If your bid is unsuccessful, the Bidding Deposit is returned to you.

2.3 Purchase By placing a bid, you submit a legally binding offer to purchase the Sale Object.

2.4 Sale Object

Subject to payment of the Purchase Price and fulfillment of the condition described in this Agreement, Shiku sells, assigns, transfers and conveys to the Buyer and the Buyer herewith purchases and assumes from the Seller any and all rights regarding the Sale Object.

Buyer's ownership of the Sale Object will only be effective if Buyer (i) has rightfully acquired the Sale Object in accordance with this Agreement, and (ii) has been validly registered into the ICP Blockchain as valid owner of the Sale Object.

2.5 Purchase Price

(a) As consideration for the Sale Objet, the Buyer shall pay the purchase price ("Purchase Price") to Shiku.

(b) The prices indicated, unless otherwise stated, are net prices and do not include any VAT and/or any other applicable legal duties, all of which shall, to the extent permitted by law, be separately and solely borne and paid by the Buyer to the exclusion of Shiku);

(d) The Purchase Price shall be subject to the payment terms, described under Section 2.2 and 2.6.

2.6 Payment terms

The Purchase Price shall be:

(i) paid to Shiku immediately following the purchase;

(ii) paid in full in immediately available funds to Shiku without any set-off, restriction or condition and without any deduction or withholding (and to the extent any taxes are required to be deducted or withheld therefrom under any applicable Law or regulation due to taxes imposed on Buyer, then the Purchase Price shall be grossed up such that Shiku shall receive the full amount of the Purchase Price);

(iii) exclusive of any transaction or other fees or expenses; and

(iv) only be deemed paid to Shiku once Shiku has confirmed receipt of payment.

3. CONDITION OF SALE

(a) The obligations of Shiku to complete the transaction contemplated hereby shall be subject to the following conditions:

(i) Buyer's successful compliance with applicable "know your customer", anti-money laundering and other applicable Laws, as determined by Shiku or the Platform’s requirements if applicable;

(ii) Buyer has validly entered into and agreed to this Agreement;

(iii) Buyer has created an Account on the Platform which has been approved by Shiku;

(iv) Shiku's receipt and confirmation in writing of the Purchase Price in full; and

(v) The truth and accuracy of Buyer's representations and warranties herein.

(b) In the event that the Buyer has tendered payment and Shiku subsequently determines that any of the conditions/obligations of the Buyer have not been complied with or cannot be complied with by the Buyer, Shiku shall be entitled to return such payment to the Buyer and unilaterally with immediate effect, to terminate this Agreement without any further liability to the Buyer. The Buyer will be liable for all expenses, taxes, fees (including legal fees) and damages incurred by Shiku as a result of such termination.

(i) Purchaser completed the “know your customer” process made available at in accordance with the terms applicable thereto (the “KYC Process”).

(ii) the Wallet is owned by the person whose information was provided in the KYC Process.

(iii) the information provided in connection with the KYC Process is true and accurate as of the date hereof.

(iv) Purchaser is not purchasing any Otherdeed on behalf of, or for the benefit of, any other person or entity.

(ei) Eligibility. Purchaser represents and warrants that (A) Purchaser completed the “know-your-customer” process made available at in accordance with the terms applicable thereto (the “KYC Process”), (B) the Wallet is owned by the person whose information was provided in the KYC Process, (C) the information provided in connection with the KYC Process is true and accurate as of the date hereof, (D) Purchaser is not purchasing any Shiku land on behalf of, or for the benefit of, any other person or entity.

4. PLATFORM

4.1 Account

To access and use features of the Platform, including buying the Sale Object and/or to develop or create the Infrastructure and/or the Application (as defined below) on the Sale Object, the Buyer will be required to create an Account pursuant to our Terms of Service.

4.2 Buyer's conduct on the Platform

The Buyer is fully responsible for its conduct while accessing or using the Platform where the sell occurs and for any consequences thereof. Buyer agrees to use the Platform only for purposes that are legal, proper and in accordance with the Terms and any applicable Laws and will under no circumstances harm Shiku or other users of the Platform.

If Shiku reasonably believes that the Buyer is engaged in any activities infringing the Terms or any applicable Law, Shiku has the right to immediately take any measures it has the power to do (e.g. escalate to the Platform, delete the Sale Object and any rights related to it (including but not limited to any Application(s) or Infrastructure created in connection with the Sale Object). Shiku also reserves the right, in its sole and absolute discretion, without notice or liability to the Buyer, to take any or all of the following actions: (a) to deem any transaction that took place via or as the result of such activities to be void ab initio; and/or (b) to immediately confiscate any assets that were purchased, build or acquired as the result of such activities if the Platform allows it.

5. BUILDING ON THE SALE OBJECT

5.1 Functionality

Once the Land Parcel has been validly acquired by the Buyer, the Buyer is entitled to build, create or develop an asset ("Building" or “Asset”) on the Land Plot.

The infrastructure of the Building (the "Infrastructure") can be either fully or partially built, developed or created by (i) the Buyer itself (or by a third party hired by the Buyer) or (ii) by Shiku if the Buyer and Shiku agree to enter into such a separate service agreement. Shiku has no obligation to enter into any such separate service agreement.

5.2 Gas Fees

Due to the structure of the ICP Blockchain, the smart contract (canister) which contains information of the Sale Object, is controlled by Shiku as creator of all the Land Plots. Each Land Plot has its own canister.

In the event Shiku decides to stop paying the gas fees this would leave the canister to run out of cycles and all the data related to the Sale Object might be lost or deleted.

Shiku initially undertakes to pay all the fees related to the Land Parcel on which the Sale Object is located, for an undetermined - but nonetheless limited – period of time, which can end anytime subject to a 30 day notice or announcement on the Platform from Shiku. After this time, the Buyer undertakes to fully pay for the gas fees and shall be fully liable for any failure to pay such gas fees to the exclusion of Shiku.

A list with indicative applicable rates of gas fees can be viewed here for general information purposes only. Any malfunctions or errors remain reserved. Shiku reserves the right to change prices at any time.

6. USE OF THE ASSET

Each Asset on the Land Plot must comply with the Terms, applicable Law and the following requirement:

● Asset must be created and integrated on the ICP Blockchain only.

● Each Asset must be unique. Any Asset deemed by Shiku tot exhibit obvious visual similarities to a pre-existing Asset may be removed from the Platform. Shiku retains the right, but not the obligation, to moderate and review Assets for copyright infringement and to remove, at its sole discretion and without prior notice, Assets from the Platform that violate the Terms.

● Asset must not be pornographic, threatening, harassing, libelous, hate-oriented, harmful, defamatory, racist, xenophobic, or illegal, as will be determined by Shiku in its sole discretion.

● By uploading an Asset to the Platform, the Buyer agrees never to publish, create, build or develop the Asset elsewhere.

● Shiku may, in its sole discretion, accept or reject any Asset.

7. TRANSACTIONS OUTSIDE THE PLATFORM OR THE ICP BLOCKCHAIN

Any purchase or sale conducted by the Buyer outside of the Platform and the ICP Blockchain will be entirely at its risk. Shiku expressly deny any obligation to indemnify the Buyer for any losses it may incur by transacting, or facilitating transactions outside of the Platform or the ICP Blockchain.

8. REPRESENTATIONS AND WARRANTIES OF SHIKU

The Buyer acknowledges that, other than as expressly provided in this Agreement, Shiku has not made and does not make, and the Buyer has not relied and does not rely on, any representation or warranty, express or implied, pertaining to the subject matter of this Agreement. In particular, and without limitation to the foregoing, the Buyer acknowledges that Shiku is not making any representations as to budgets, business plans, forward-looking statements and other projections of a financial, technical or business nature relating to the business of Shiku or the Platform.

Each warranty is qualified by a reference to (and is only given to the extent of) the knowledge or awareness (and not deemed constructive or imputed knowledge) of Shiku, being limited to the actual knowledge or awareness of Shiku at the Effective Date.

9. REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer has the unrestricted right and authority, including, but not limited to, required corporate approval(s), to enter into this Agreement and perform all its obligations under or in connection with this Agreement.

The Buyer acknowledges that this Agreement constitutes a legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms.

The Buyer warrants that the execution and delivery by the Buyer of and performance by the Buyer under this Agreement do not require any notice, consent, waiver, approval or clearance or other action from or filing with any Person.

The Buyer warrants being neither over-indebted nor insolvent or unable to pay its debts as they fall due and there are no circumstances that indicate any over-indebtedness or insolvency or illiquidity of it in the foreseeable future.

10. EXECUTION AND PERFORMANCE BY THE BUYER

The Buyer further represents, warrants and acknowledges to, and agrees as follows:

(i) The Buyer is an experienced Buyer and has received all material information available as at the date of this Agreement that it believes necessary or desirable in connection with its decision to purchase the Sale Object.

(ii) The Buyer has concluded its own assessment of the Sale Object and the merits and risks of a purchase of Sale Object based on the information available including the risks mentioned in Annex – Risk Factors.

(iii) The Buyer is empowered and authorized to enter into this Agreement and to purchase the Sale Object.

11. DOCUMENTATION/INFORMATION

All information provided by or on behalf of the Buyer to Shiku under or in connection with this Agreement was true, complete and accurate and is not misleading in any respect, and no event or circumstance has occurred or arisen and no information has been omitted that results in the information provided by or on behalf of Buyer to Shiku under or in connection with the Agreement being untrue or misleading in any respect.

The Buyer has received all material information available that it believes necessary or desirable in connection with its decision to purchase.

The Buyer has such knowledge of, and experience in, and/or has been advised by expert advisor(s) having such knowledge and experience business and financial matters that it is capable of assessing the merits and risks of and other tax, legal, economic, currency exchange and crypto currencies considerations relevant to this Agreement.

12. LOCK UP PERIOD AND SECONDARY MARKET

The Buyer shall not sell, transfer, or grant any right on the Sale Object for a period starting as from the date the Buyer receives the Sale Object and ending, at the earliest, upon the sale of all other Shiku Metaverse Land Plots by Shiku ("Lock Up Period").

The Buyer acknowledges and agrees that, following the Lock Up Period, it may only sell the Sale Object on the secondary market under adherence of any reasonable modalities specified by Shiku, if any, at its sole discretion.

The terms herein that by their nature should survive this Agreement, in particular, but not limited to, section Introduction and sections 1, 4, 5, 6, 7, 12, and 13 are automatically incorporated mutatis mutandis into any initial or subsequent secondary market sale agreement and must be abided by.

13. MISCELLANEOUS

13.1 Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consumed as originally contemplated to the fullest extent possible.

13.2 No Partnership and No Agency

Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, either you or us to be treated as partners, joint ventures or as the agent of the other.

This Agreement shall be governed by the substantive laws of Switzerland, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 and any conflict of laws principle.

13.4 Dispute Resolution

The Parties shall cooperate in good faith to resolve any dispute or claim arising out of or in any way relating to this Agreement. If the Parties are unable to resolve such dispute or claim within 90 days, such dispute or claim shall be finally and exclusively settled by arbitration. Any dispute, controversy or claim arising out of, or in relation to, this contract, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the notice of arbitration is submitted in accordance with these Rules. The number of arbitrators shall be one. The seat of the arbitration shall be Geneva. The arbitral proceedings shall be conducted in English.

13.5 No class arbitrations, class actions or representative actions.

Any dispute arising out of or related to this Agreement is personal to Buyer and Shiku and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

13.6 Place of execution

This Agreement is considered to be executed solely in Switzerland.

13.7 Notice

All notices and other communications made or to be made pursuant to the This Agreement shall be given in writing and you agree that all communication we provide to you electronically satisfy any legal requirement that such communications be in writing.

13.8 No waiver

The failure of either Party to enforce the provisions of this Agreement at any time shall in no way be a present or future waiver of such provisions, nor in any way affect the validity of either Party to enforce each and every such provision.

[Annex – Risk Factors]

PROSPECTIVE PURCHASERS SHOULD GIVE CAREFUL CONSIDERATION TO THE FOLLOWING RISK FACTORS IN EVALUATING THE MERITS AND SUITABILITY OF PURCHASING THE SALE OBJECT. THE FOLLOWING DOES NOT PURPORT TO BE A COMPREHENSIVE SUMMARY OF ALL OF THE RISKS ASSOCIATED WITH A PURCHASE OF THE SALE OBJECT. RATHER, THE FOLLOWING FACTORS ARE ONLY CERTAIN RISKS TO WHICH THE SALE OBJECT AND SHIKU ARE SUBJECT TO. PROSPECTIVE PURCHASERS SHOULD DISCUSS A POTENTIAL PURCHASE OF THE SALE OBJECT IN DETAIL WITH THEIR PROFESSIONAL ADVISORS. THIS OFFERING IS HIGHLY SPECULATIVE. NO ONE SHOULD PURCHASE THE SALE OBJECT WHO IS NOT PREPARED TO LOSE THE ENTIRETY OF HIS, HER OR ITS PRINCIPAL PURCHASE AMOUNT. CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANING ASCRIBED TO SUCH TERMS IN THE AGREEMENT.

I. Purchaser Risks

You must be able to bear the loss of all of your principal amount.

The Platform has not yet been developed and there is no guarantee that Shiku will be able to successfully develop the Platform to be operational. As such, Buyers may lose all of their principal purchase amounts in the event that the Platform does not become operational. Additionally, in the event that Shiku does develop the Platform, the Platform may contain cybersecurity vulnerabilities and/or code bugs that negatively impact or eliminate the value or functionality of the Sale Object. Thus, Buyers are putting capital at risk without any certainty that they will ever receive the Sale Object or that the Sale Object they receive shall have value.

Further, even if the Platform becomes operational and Shiku distributes the Sale Object to purchasers, there is no assurance that any secondary market for the Sale Object will develop, or if a secondary market does develop, that it will remain in existence. Additionally, there are no guarantees that the Sale Object will have any value, retain any value, increase in value. Accordingly, the value of the Sale Object may vary substantially over time and are subject to loss, including possible loss of the entire principal purchase amount. Accordingly, Buyers should only purchaser the Sale Object if they can afford to lose 100% of their principal purchase amount.

Buyers will not have access to complete information regarding Shiku or the Platform

Buyers may not be able to obtain any or all of the information they would want regarding Shiku or the Platform, on a timely basis or at all. It is possible that Buyers may not be aware on a timely basis of material adverse changes that have occurred which impact their purchase of the Sale Object. As a result of these limitations, a Buyer may not have accurate or complete information about Shiku or the Platform.

II. Legal and Regulatory Risks

The regulatory regime governing digital assets is still developing.

Regulation of NFTs, offerings of digital assets in general, blockchain technologies, and digital asset exchanges are currently undeveloped and likely to rapidly evolve, and vary significantly among Swiss, U.S. federal, state and local jurisdictions and any other jurisdictions and are subject to significant uncertainty. Various legislative and executive bodies in the United States, Switzerland, South Korea, China, Singapore, and other countries, are currently considering, or may in the future consider, Laws, regulations, guidance, or other actions, which may severely impact Shiku and digital assets, including the Sale Object. Failure by Shiku to comply with any Laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including criminal and civil penalties and fines. New or changing Laws and regulations or interpretations of existing Laws and regulations would likely have numerous adverse consequences, including, but not limited to: (i) Buyer's ability to earn a return on its principal purchase amount, (ii) the value of the Sale Object, (iii) the liquidity and market price of the Sale Object, (iv) Buyer's ability to access marketplaces on which to trade the Sale Object, (v) Shiku's ability to operate as a going concern and (vi) the structure, rights and transferability of the Sale Object. Therefore, there can be no assurance that any new or continuing regulatory scrutiny or initiatives will not have an adverse impact on the value of the Sale Object, or otherwise impede Shiku's activities.

Regulatory determinations may make the Sale Object and/or the business of Shiku illegal in certain jurisdictions or for certain categories of buyers.

It is possible that current or future regulations could make the business of Shiku and/or the holding and/or trading of the Sale Object illegal in some jurisdictions, or for some categories of buyers, which could possibly result in a winding down of Shiku and/or the Sale Object, or a decrease in value of Shiku or of the Sale Object.

III. Market Risks

Digital assets are volatile.

The prices of digital assets change rapidly. Currently, there is relatively modest use of digital assets in the retail and commercial marketplace compared to use by speculators, which contributes to price volatility of digital assets. This volatility makes it difficult to use digital assets for ordinary, non-speculative transactions. Despite Shiku's intent to create a stable digital asset the price of digital assets may be affected by many factors outside Shiku's control which could negatively impact the value of Shiku and the Sale Object.

IV. Operational Risks

The digital asset market is extremely competitive, and other protocols have been and may be developed that are the same or similar to the Platform

Shiku is developing technology in a highly competitive and increasingly saturated industry. It is possible that competitive networks could be established that utilize the same or similar open source code and protocol underlying the Platform and attempt to implement services that are materially similar to those offered by Shiku. The Platform may be forced to compete with these competitive networks, which could negatively impact the value of Shiku and the Sale Object.

Shiku may be forced to cease operations or take actions that result in a dissolution event

It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of digital assets or fiat currencies, the inability by Shiku to establish a viable financial ecosystem, the failure of commercial relationships, regulatory issues, or intellectual property ownership challenges, Shiku may no longer be viable to operate, and may dissolve or take actions that result in a dissolution event.

Shiku may be subject to litigation and other claims

Shiku as an independent legal entity, may be subject to lawsuits or proceedings initiated by government entities or private parties.

Shiku may be accused of infringing intellectual property rights of third parties

Shiku has not evaluated whether its technology does not or will not infringe upon the intellectual property rights of any third party, and may be subject to claims of alleged infringement of the intellectual property rights of third parties. Such claims, even if not meritorious, may result in significant expenditure of financial and managerial resources, payment of damages or settlement amounts, and reduced confidence in the Platform's viability and the ability of users to hold, use and transfer the Sale Object. Additionally, Shiku may become subject to injunctions prohibiting it from using software, business processes, trademarks or other intellectual property that it currently uses or may need to use in the future, or requiring Shiku to obtain licenses from third parties when such licenses may not be available on terms feasible or acceptable to Shiku.

Risks associated with developing a new technology

The Platform will use new technology. There are no guarantees that such technology will be bug-free or accepted by the marketplace. Thus, even should the Platform become operational, the Sale Object may be subject to the risk of theft, loss, malfunction, or reputational risk, any of which can significantly degrade the value of such instrument.

The open-source nature of the Platform means that the Platform may be susceptible to developments by users or contributors could damage the Platform and Shiku's reputation and could affect the utilization of the Platform

The Platform will operate based on an open-source protocol maintained by Shiku and other contributors. As an open source project, the Platform will not be represented, maintained or monitored by an official

organization or authority. The open-source nature of the Platform means that it may be difficult for Shiku or contributors to maintain or develop the Platform and Shiku may not have adequate resources to address emerging issues or malicious programs that develop within the Platform adequately or in a timely manner. Third parties not affiliated with Shiku may introduce weaknesses or bugs into the core infrastructure elements of the Platform and open-source code which may negatively impact the Platform. Such events may result in a loss of trust in the security and operation of the Platform and a decline in user activity and could negatively impact the market price of the Sale Object.

Cybersecurity Risk.

Shiku utilizes a substantial amount of electronic information. This includes transaction information and sensitive personal information of the buyers. The service providers used by Shiku, may also use, store, and transmit such information. Shiku intends to implement detailed cybersecurity policies and procedures and an incident response plan designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. Breach of Shiku's information systems may cause information relating to the transactions of Shiku and sensitive buyer information be compromised to unauthorized third-parties.

Privacy Risk.

Shiku may be compelled to disclose personal information about a buyer or multiple buyers to federal or state government regulators or taxation authorities. Accordingly, certain information concerning buyers may be shared outside of Shiku.

Terms last update [04/26/2023]

Last updated 8 months ago