Legal Disclaimer

Last updated: Jan 24, 2023

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 AMT GAMES AG (THE “COMPANY”), ANY OF THE PROJECT TEAM MEMBERS (THE “WARFARE HEROES TEAM”) WHO HAVE WORKED ON WARFARE HEROES (AS DEFINED HEREIN) OR PROJECT TO DEVELOP WARFARE HEROES IN ANY WAY WHATSOEVER, ANY DISTRIBUTOR/VENDOR OF WARH 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 WARH (THE “TOKEN DOCUMENTATION”) AVAILABLE ON THE WEBSITE AT HTTPS://WARFAREHEROES.COM/ (THE “WEBSITE”, INCLUDING ANY SUB-DOMAINS THEREON) OR ANY OTHER WEBSITES OR MATERIALS PUBLISHED BY THE COMPANY FROM TIME TO TIME.

1. PROJECT PURPOSE

You agree that you are acquiring WARH to participate in Warfare Heroes and to obtain services on the ecosystem thereon. The Company, the Distributor, the Affiliates and Warfare Heroes Team would develop and contribute to the underlying source code for Warfare Heroes. The Company is acting solely as an arms’ length third party in relation to the WARH distribution, and not in the capacity as a financial advisor or fiduciary of any person with regard to the distribution of WARH.

2. NATURE OF THE TOKEN DOCUMENTATION

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 WARH. 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 Warfare Heroes 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 Warfare Heroes Team is under any obligation to update or correct this document in connection therewith.

3. VALIDITY OF TOKEN DOCUMENTATION AND WEBSITE

Nothing in the Token Documentation or the Website constitutes any offer by the Company, the Distributor, the Affiliates and/or the Warfare Heroes Team to sell any WARH (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 Warfare Heroes. The agreement between the Distributor (or any third party) and you, in relation to any distribution or transfer of WARH, is to be governed only by the separate terms and conditions of such agreement.

The information set out in the Token Documentation and the Website is for community discussion only and is not legally binding. No person is bound to enter into any contract or binding legal commitment in relation to the acquisition of WARH, and no digital asset or other form of payment is to be accepted on the basis of the Token Documentation or the Website. The agreement for distribution of WARH and/or continued holding of WARH shall be governed by a separate set of

(a) Terms and Conditions setting out the terms of such distribution and/or continued holding of WARH (the “Terms and Conditions”)[1] and

(b) the privacy policy stating how your information is collected and processed (the “Privacy Policy”)[2] which are separately provided to you or made available on the Website (collectively the Terms and Conditions).

The Terms and Conditions must be read together with the Token Documentation. In the event of any inconsistencies between the Terms and Conditions, which can be updated or amended from time to time by the Company without prior notice to you, and the Token Documentation or the Website, the Terms and Conditions shall prevail.

[1] Please check the link to these Term and Conditions https://amt-games.gitbook.io/warfare-heroes/legal-documents/terms-and-conditions

[2] Please check the link to this Privacy Policy https://amt-games.gitbook.io/warfare-heroes/legal-documents/privacy-policy

4. LIMITATION OF LIABILITY

In no event shall the Company, the Distributor, the Affiliates and/or the Warfare Heroes Team be responsible or accountable or liable in any way whatsoever to any purchaser of WARH 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 Warfare Heroes Team to deliver or realise all or any part of the project or the platform or the membership network or the WARH 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 WARH offered by the Company;

(c) the breach of any of these Terms by the Company, the Distributor, the Affiliates and/or the Warfare Heroes 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 WARH 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 WARH 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 WARH; or

(j) your failure to properly secure any private key to a wallet containing WARH,

(collectively, the “Excluded Liability Matters”).

The Token Documentation or Website and the WARH 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 WARH 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 Warfare Heroes Team; and (ii) release and discharge the Company, the Distributor, the Affiliates and/or the Warfare Heroes 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 Warfare Heroes Team then you hereby irrevocably and unconditionally undertake to indemnify, and keep indemnified the Company, the Distributor, the Affiliates and/or the Warfare Heroes Team fully on demand from and against:

(a) all liabilities or losses suffered by the Company, the Distributor, the Affiliates and/or the Warfare Heroes 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 Warfare Heroes 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.

5. NO REPRESENTATION AND WARRANTIES

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.

6. DEEMED REPRESENTATIONS AND WARRANTIES

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 Warfare Heroes Team as follows:

(a) in any decision to acquire any WARH, 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 WARH 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 WARH may have no value, there is no guarantee or representation of value or liquidity for WARH, and WARH 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 Warfare Heroes Team members shall be responsible for or liable for the value of WARH, the transferability and/or liquidity of WARH and/or the availability of any market for WARH through third parties or otherwise; and

(g) you acknowledge, understand and agree that you are not eligible to participate in the distribution of WARH 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 WARH 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 Warfare Heroes 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 acquirers of WARH should carefully consider and evaluate all risks and uncertainties (including financial and legal risks and uncertainties) associated with the distribution of WARH, the Company, the Distributor and the Warfare Heroes Team.

7. WARH TOKEN

WARH are designed to be utilised, and that is the goal of the WARH distribution. In particular, it is highlighted that WARH:

(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 Warfare Heroes, 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 WARH 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 WARH does develop, it would be run and operated wholly independently of the Company, the Distributor, the distribution of WARH and Warfare Heroes. Neither the Company nor the Distributor will create such secondary markets nor will either entity act as an exchange for WARH.

8. INFORMATIONAL PURPOSES ONLY

The information set out herein is only conceptual, and describes the future development goals for Warfare Heroes 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 Warfare Heroes 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.

9. REGULATORY APPROVAL

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.

10. RISKS

Warfare Heroes 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 WARH, holding WARH, and using WARH for participation in Warfare Heroes. In the worst scenario, this could lead to the loss of all or part of WARH held. IF YOU DECIDE TO ACQUIRE WARH OR PARTICIPATE IN WARFARE HEROES, YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THE FOLLOWING RISKS:

(i) Uncertain Regulations and Enforcement Actions.

The regulatory status of Warfare Heroes, WARH 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 WARH and/or Warfare Heroes. Regulatory actions could negatively impact WARH and/or Warfare Heroes 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.

(ii) General global market and economic conditions.

WARH and/or Warfare Heroes 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.

(iii) Inadequate disclosure of information.

As at the date hereof, Warfare Heroes 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 Warfare Heroes, it is not absolutely complete and may still be adjusted and updated by the Warfare Heroes Team from time to time. The Warfare Heroes Team has neither the ability nor obligation to keep holders of WARH informed of every detail (including development progress and expected milestones) regarding the project to develop Warfare Heroes, hence insufficient information disclosure is inevitable and reasonable.

(iv) Competitors:

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 WARH and/or Warfare Heroes and attempt to re-create similar facilities. Warfare Heroes may be required to compete with these alternative networks, which could negatively impact WARH and/or Warfare Heroes.

(v) Loss of Talent.

The development of Warfare Heroes 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 Warfare Heroes Team may adversely affect Warfare Heroes or its future development. Further, stability and cohesion within the team is critical to the overall development of Warfare Heroes. 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.

(vi) Failure to develop.

There is the risk that the development of Warfare Heroes 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 WARH, unforeseen technical difficulties, and shortage of development funds for activities.

(vii) Security weaknesses.

Hackers or other malicious groups or organisations may attempt to interfere with WARH and/or Warfare Heroes 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 WARH and/or Warfare Heroes, which could negatively affect WARH and/or Warfare Heroes. 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 WARH and/or Warfare Heroes by rendering ineffective the cryptographic consensus mechanism that underpins that blockchain protocol.

(viii) Other risks.

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 Warfare Heroes, as well as acquisition of, holding and use of WARH, 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 Warfare Heroes Team, as well as understand the overall framework, mission and vision for Warfare Heroes prior to participating in the same and/or acquiring WARH.

11. CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

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 Warfare Heroes 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 Warfare Heroes Team expressly disclaim any responsibility (whether express or implied) to release any revisions to these forward-looking statements to reflect events after such date.

12. REFERENCES TO COMPANIES AND PLATFORMS

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.

13. ENGLISH LANGUAGE

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.

14. NO DISTRIBUTION

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.