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Risk Disclaimer

10. Disclaimer
In this chapter, we discuss major legal and regulatory aspects that everyone should read before considering buying PCR tokens from Paycer (referred to herein as “Company”). In particular, the PCR token, the whitepaper, and forward-looking statements are discussed in detail.
10.1 Exclusion of the purchase of PCR token
Before you buy any PCR tokens, you must check your local laws and regulations as you might not be allowed to participate in a PCR token sale. Citizens from the following countries are generally excluded from token sales: China, Jordan, Bangladesh, Nepal, Russia, Singapore, Macedonia, the United States, Bolivia, Ecuador, Thailand, India, Pakistan, Algeria, and Morocco; a violation may result in the loss of the purchased PCR tokens: You may lose all the money that you spent purchasing PCR tokens.
If you purchase tokens, your purchase cannot be refunded or exchanged. There is no guarantee that the utility of the PCR tokens or the project described in this whitepaper will be achieved. If you are uncertain as to anything in this whitepaper, or if you are not prepared to lose all monies that you spend purchasing PCR tokens, we strongly urge you not to purchase any PCR tokens. We recommend that you consult legal, financial, tax, and other professional advisors or experts for further guidance before participating in the Paycer token sale outlined in this whitepaper. You are strongly advised to take independent legal advice in respect to the legality in your jurisdiction of your participation in the token sale. PCR tokens are not shares or securities of any type. They do not entitle you to any ownership or other interest in Paycer. They are merely a means by which you may utilize certain services on a platform that is yet to be developed. There is no guarantee that the platform will actually be developed. Please also refer to the detailed presentation of risks under item 11.
10.2 Limitations of this Whitepaper
This whitepaper contains information about an experimental proof-of-concept ecosystem through the use of the PCR Token (also referred to herein as “future token”). The future token is not an investment product; it is not collateralized and has no intrinsic value; it is envisioned to be a future utility token for the company’s ecosystem. The Company is currently not a registered broker, analyst, or investment advisor, although this may change in the future.
None of the information contained in this Whitepaper constitutes an offer to sell, or a solicitation of an offer to buy or subscribe for, any future tokens or any form of offering to any legal entity within any jurisdiction..
Neither the Company nor any third party, provide any or guarantee as to the accuracy, completeness or suitability of the information and materials found outside the Whitepaper. However the Company endeavour to present all information in the Whitepaper accurately and completely to the extent actually possible. In no event should the content of this Whitepaper be construed as an expressed or implied promise or guarantee. Content in the Whitepaper or should not be considered or relied upon as advice or construed as providing recommendations of any kind.
The full functionality of the Company’s proposed ecosystem and future tokens is not yet complete, and no assurance can be provided of such completion. The functionality of the Company’s proposed ecosystem and future tokens is complex and may require enhancements and product support over time, and full functionality may take longer than expected. There may be a fatal flaw in the Company code, including a fatal flaw in the Company’s proposed ecosystem, future token, the platform and any other proposed Company operation. Expectations regarding the form and functionality of the future tokens may not be met upon release of the future tokens for any number of reasons, including a change in the design and implementation plans or delays or differences upon execution. The Company, the proposed ecosystem and the future token may fundamentally change as circumstances develop as the Company adjusts. Furthermore, there is a risk that the realization of the planned ecosystem is not possible.
The Company envisions launching a future token, commonly referred to as a cryptocurrency. The future token is envisioned to be based on the Ethereum blockchain. The Ethereum blockchain is still in a relatively early stage of development and is not entirely proven. Any malfunction, flaws, breakdown or abandonment of the Ethereum blockchain may have a material adverse effect on the Company’s plans contained in this Whitepaper. Advances in code cracking, or technical advances such as the development of quantum computing, may present risks to the Company. All forms of participation in cryptocurrencies involve risk. Cryptocurrencies are the subject of regulatory scrutiny by government authorities and other regulatory bodies around the world, and the Company could be adversely affected by one or more enquiries or actions.
None of the content published in this Whitepaper constitutes a recommendation that any cryptocurrency, including the Company’s future token or related activity defined herein, is suitable for any specific person. None of the information provided is intended to advise you personally concerning the nature, potential, value or suitability of any particular cryptocurrency or any other matter.
There is also no guarantee that the Company will deliver on the contents contained in this Whitepaper. The Company and all functionalities may need to undergo substantial development, as part of which they may become subject to significant conceptual, technical, financial or commercial changes. There is also no guarantee that the Company’s objectives will be achieved. Past results are no indication of the future. The development or deployment of the Company’s proposed ecosystem and future token may fail, be abandoned or be delayed for a number of reasons, including lack of funding, lack of commercial success or prospects, or for any internal or external cause.
Any product and/or service mentioned in this Whitepaper are not and should not be construed as offer to any person or entity in any jurisdiction or country where the engagement with such products and services are restricted or prohibited by law or regulation, or where the Company would be subject to any regulatory obligation, licensing requirement, restriction, or otherwise.
NOTHING IN THE WHITEPAPER SHOULD BE TAKEN AS ANY FORM OF ADVICE, INCLUDING, BUT NOT LIMITED TO FINANCIAL, LEGAL OR TAX ADVICE.
10.3 FORWARD LOOKING STATEMENTS
Nothing in this Whitepaper is, or should be relied on as, a promise or representation as to the future. This Whitepaper presentation contains forward-looking statements, which reflect the views of the Company with respect to, among other things, the Company’s operations. The reader can identify these forward-looking statements using words such as “believe”, “expect”, “potential”, “continue”, “may”, “will”, “can”, “could”, “should”, “seek”, “approximately”, “predict”, “intend”, “plan”, “estimate”, “anticipate” or other comparable words. These forward-looking statements are subject to various risks, uncertainties and assumptions.
Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Should any assumptions underlying the forward-looking statements contained in the Whitepaper prove to be incorrect, the actual outcome or results may differ materially from outcomes or results projected in these statements.
None of the Company or any of their respective affiliates undertakes any obligation to update or review any forward-looking statement, whether because of new information, future developments or otherwise, except as required by applicable law or regulation. Certain information set forth in this presentation contains “forward-looking information”, including “future-oriented financial information” and “financial outlook”, under applicable securities laws (collectively referred to herein as “forward-looking statements”).
Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of the Company; (ii) completion of, and the use of proceeds from, the sale of the shares being offered hereunder; (iii) the expected development of the Company’s business, projects, and joint ventures; (iv) execution of the Company’s vision and growth strategy, including with respect to future financial activities and global growth; (v) sources and availability of third-party financing for the Company’s projects; (vi) completion of the Company’s projects that are currently underway, in development or otherwise under consideration; (vi) renewal of the Company’s current customer, supplier and other material agreements; and (vii) future liquidity, working capital, and capital requirements.
Forward-looking statements are provided to allow the reader the opportunity to understand Company’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions for information purposes. These statements are not guarantees of future performance. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ from any projections of future performance or result expressed or implied by such forward-looking statements.
Although forward-looking statements contained in this presentation are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.
11. Risks
The risks listed below represent the risks considered material at the time this document was prepared.
All risks presented individually can also occur cumulatively or to a particularly high degree and thus reinforce the negative effects on the PCR Token and the respective buyer. General negative circumstances, such as a global financial, currency and/or economic crisis, may also occur and intensify the risk consequences.
The personal and economic circumstances of a buyer cannot be taken into account below and can lead to individual risks for the buyer in question and/or increase the risks listed below.
No statement can be made as to the probability that the risks described below will occur. Nor is the order of the risks presented below a measure for their probability of occurrence or for the extent of their potential impact. For the sake of clarity, the following presentation is thematically structured, whereby it must be noted that the risks mentioned may also have cross-thematic relevance and/or may affect the occurrence and intensity of other risks.
Irrespective of the risks described here, developments that are unknown and/or unforeseeable today may have a negative impact on the PCR Token.
The risks described below may cause the value of the PCR Token, but also later the Company itself, to develop negatively and lead to a partial or complete loss of the invested capital for the buyers.
11.1 Decrease in Value; Total Loss Risk; Technological Risks
PCR Token may not increase in value and it cannot be guaranteed it will hold its value. PCR Token may have no value since the PCR Token Project may not be realized e.g. due to technological or regulatory reasons.
Furthermore the PCR Token will be based on modern crypto systems. These systems and algorithms, the underlying software application and software platform, is an open-source based protocol, still in an early development stage and unproven. This may have negative effects to the PCR Token Project.
11.2 Risks Regarding Token Resale; Risks of fraud
You may be unable to resell the PCR Token or the resale price may be lower than the purchase price paid by you.
You are aware that a secondary trading can be carried out by third-party-exchanges that are new and not or merely sparsely covered by legislation or are regulated by authorities and therefore, can be subject, inter alia, to fraudulent manipulations.
11.3 Regulation, Risks Regarding Supervisory Law Requirements, Protection of Investors
You are aware that the regulatory requirements with German supervisory law of the token issues and decentralized finance have not been clarified conclusively and could be, therefore, subject to future legislations and/or regulations by German supervisory authorities. In particular, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “BaFin”) could therefore possibly intervene in the future. The subject matter of the PCR Token Purchase Agreement may also be influenced by European legislation. Parts or the entire PCR Token Purchase Agreement may thereby become invalid or void or be made dependent on additional requirements or conditions which make an adjustment of the PCR Token Purchase Agreement necessary. Thus, there is a risk that the PCR Token Project cannot be realized for reasons due to German or European supervisory law. As a result, the PCR Token may have no value and you may lose all the invested money. Thus, you are aware that there are neither capital market-specific regulations nor specific customer-related capital market-regulations regarding the protection of investors.
11.4 Tax Risks
Potential tax consequences arising at the level of PCR Token Purchasers which may e.g. be triggered in the context of a purchase or a later sale of the PCR Token (including similar events) depend on the individual tax situation of the respective PCR Token Purchasers. The respective you should seek individual tax advice prior to entering into the Purchase Agreement. Therefore, each party is responsible for its own tax obligations. The same shall apply regarding potential tax consequences which may arise with regard to the PCR Token Project.
11.5 Business Risks Regarding the PCR Token Project
It could turn out that the business concept of the PCR Token Project does not work and that the offered data or PCR Token is in lesser demand than expected. As a result, the PCR Token may have no value and you may lose all the invested money.
11.6 Risks in Connection with Business Partners
There is a risk that business partners of the Company may interrupt, terminate or delay services that are mandatory for the PCR Token Project and may have impact on the PCR Token, PCR Token Sale or the completion of the PCR Token Project.
11.7 Risks Regarding Market Participants; No Legal Protection of Algorithm
There is a risk that other market participants will find out the underlying specifications of the PCR Token (e.g. algorithm or concept in cryptography) and will offer a comparable product with the same algorithm on the market. This may have negative effects to the PCR Token Project. Up to the date of these Whitepaper there are no known patent registrations or pending registration requests. However, patent filings are not ruled out in the future.
11.8 Risks Regarding the Wallet
PCR Token may cause defects or other issues with negative effects regarding your Wallet. This could lead to a complete loss of your PCR Token. Ensuring the security of the Wallet is your sole responsibility.
11.9 Risks of Hacking, Security Weakness and Other Attacks
Since it is possible that the Company might be subject of hacking, e.g. Malware-Attacks, Denial of Service-Attacks, Smurfing, Spoofing or might suffer from any other Security Weakness, there is a risk, that such operations may have an impact on the PCR Token and the completion of the PCR Token Project.
11.10 Risks of Bankruptcy and Liquidation of the Company
As (not conclusively) set out in this Section, there are several risks regarding e.g the business relationships, the PCR token utility, the completion of the PCR Token Project that may also have an impact on the solvency of the Company and might lead into a liquidation of the Company. Under no circumstances does the Company offer a capital guarantee. The Company does not belong to any deposit insurance system. In the event of insolvency, the PCR Token Project cannot be realized.
11.11 Marketing & Dissemination
The success of a PCR Token depends on its dissemination. Theoretically it could happen that the implemented marketing measures show no effects and no users are able to be generated. In this case, the corporate capital would eventually come to an end thus rendering the Company marketing financially impossible. This would probably lead to a long-term drop in price.
11.12 Key Individuals Risk
The development and economic success of the PCR Token depends to a large extent on the experience and competence of a small group of people, in particular Richard Vo, Nils Gregersen, Helge Ippensen, Lukas Gurschler and other key people. There is a risk that these key persons may not be available or not perform their tasks (fully or properly) and that the development or economic success of PCR Token may deteriorate or even be terminated. There is also the risk that a successor cannot be found in the event of the loss of a key person.
11.13 Risk from Conflicts of Interest
There are personnel and capital links between the partners involved in this project. Participating partners and consultants are not subject to a non-competition clause. Therefore, it cannot be ruled out that the partners involved as well as the persons associated with them will carry out further projects with similar criteria in the future. Irrespective of this, there is a risk that the participating partners will take measures or refrain from necessary actions due to their own or external interests and/or that decision-making situations will be resolved to the detriment of this project.
11.14 Insolvency Risk / Lack of Deposit Protection / No Capital Guarantee
The business activities of the Company represent an entrepreneurial commitment involving all risks of participation in business transactions. A company is always exposed to the risk of insolvency. Under no circumstances does the Company offer a capital guarantee. Due to lower income and/or higher expenses, the Company may become insolvent or over indebted. The Company does not belong to any deposit insurance system. In the event of insolvency, this project cannot be realized.
11.15 No Guarantee of Tradability
PCR Token should be tradable on regulated exchanges. In addition, there are no restrictions on the transfer or sale of PCR Token. On the other hand, it is not possible to return the PCR Token to the Company. There is a regulated exchange-like market for the sale of the PCR Token. However, there is no guarantee that the sale will be possible at all, at the desired time or at conditions acceptable to you.
11.16 No Right to a Say
The PCR Token is not a security; it does not convey any claims under the law of obligations or company law for co-determination and/or profits with regard to the PCR Token and/or the Company. It is therefore possible that the management will make decisions which do not correspond to the objectives of the individual buyers of the PCR Token and which may have a negative effect on them.
11.17 Contract Performance Risk (Counterparty Risk)
The PCR Token project is based on various contractual relationships that have already been established or are yet to be established. There is a risk that the contractual partners will not meet their obligations arising from the contracts (intentionally or negligently) or will no longer be in a position to duly fulfil the contract or pay damages due to a deterioration in their creditworthiness or the accumulation of obligations towards a large number of contractual partners or will terminate their contracts properly or extraordinarily. Any claims for damages against these contractual partners may prove to be economically unenforceable and/or the necessity may arise to conduct time-consuming and costly legal disputes. This can lead to costs in connection with the enforcement of a contract or a replacement of the contractual partner. In addition, the assertion of claims for damages may be made more difficult by limitations of liability in the contracts to the extent customary in the market, and the outcome of legal proceedings and the success of enforcement measures cannot be foreseen. Any claims for damages against contractual partners due to violation of their contractual obligations may for these reasons not be (fully) enforceable. Furthermore, there is the risk that the contractually owed but not performed services cannot be procured elsewhere on the market or only at worse conditions.
It must also be taken into account that the proper execution of these contracts is dependent on the economic performance and compliance of the contractual partners, the effectiveness of the individual contractual provisions and in part on the interpretation of the contractual provisions, whereby these factors may result in disruptions to the performance of the respective contractual relationships.
11.18 Reputational Risk
It is possible that the reputation of FinTechs, decentralized finance as well as Tokens may deteriorate with individual interest groups or in society as a whole, e.g. due to a large number of unrealized projects, fraudulent or other erroneous behavior or serious technical inadequacies (e.g. security gaps, hacks, data loss). As a result, but also as a result of corresponding events at the company level, the reputation of the Company in terms of performance, competence, integrity and creditworthiness can also suffer. A deterioration in the company's reputation typically has a detrimental effect on the customer base and the company’s business actions.