Supplemental Claim Terms
These Token Token Terms (these “Token Terms”) for the PRCL Token Airdrop by Parcl Limited (“Company”) are
supplemental to, and incorporate by reference, Company’s general Terms of Use found here (the “General
Terms”). Defined terms used but not defined herein have the meaning set forth in the General Terms. Any Airdrop, and
User’s participation in the same, is a Service as defined under the General Terms. These Token Terms govern User’s
ability to use the Service in order to participate in an Airdrop. Please read these Token Terms carefully, as they include
important information about User’s legal rights. By participating in an Airdrop or claiming Airdrop tokens, User agrees to
these Token Terms. If User does not understand or agree to these Token Terms, User may not participate in an Airdrop.
These Token Terms shall apply so long as User holds any PRCL Tokens.
SECTION 13.5 OF THE GENERAL TERMS CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION
WAIVER. PLEASE REVIEW SECTION 13.5 OF THE GENERAL TERMS CAREFULLY, AS IT AFFECTS USER’S
RIGHTS. BY AGREEING TO THESE TOKEN TERMS, USER AGREES TO RESOLVE ALL DISPUTES RELATED
TO AN AIRDROP THROUGH BINDING INDIVIDUAL ARBITRATION AND TO WAIVE USER’S RIGHT TO
PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS OR REPRESENTATIVE ACTIONS, AS SET FORTH
IN THE GENERAL TERMS. USE HAS THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE
CLASS ACTION WAIVER AS EXPLAINED IN SECTION 13.5 OF THE GENERAL TERMS.
1. DEFINITIONS AND INTERPRETATION
Capitalized terms not otherwise defined in the General Terms will have the following meanings:
(a) “Prohibited Jurisdiction” means:
(i) each of Algeria, Bangladesh, Cuba, Ecuador, Iraq, Iran,
Kyrgyzstan, Lybia, Nepal, North Korea, Pakistan, Palestinian Territory, People’s Republic of China, Russia,
Sudan (both North and South), Syria, and regions of Ukraine including Crimea, Donetsk, Luhansk; (ii) any
jurisdiction in the ownership of the PRCL Tokens is prohibited by applicable laws; and (iii) any additional
jurisdictions which Company may add to this list at any time, with or without prior notice.
(b) “Prohibited Person” means any Person, as determined by Company in its sole and absolute
discretion, that is:
(i) a Person unable to pass Company’s know-your-client requirements as may be determined
by Company from time to time in its sole and absolute discretion;
(ii) a U.S. Person;
(iii) a member of the public in the British Virgin Islands;
(iv) a citizen or resident of or located in, or a legal entity formed or incorporated within or
subject to the laws of, a Prohibited Jurisdiction (irrespective of whether use of a virtual private
network or other technical workaround to effect such transaction and avoid detection within a
Prohibited Jurisdiction);
(v) an individual or an individual employed by or associated with a legal entity or a legal
entity identified on the United States Department of Commerce’s denied persons or entity list, the
United States Department of Treasury’s specially designated nationals or blocked persons lists, the
United States Department of State’s debarred parties list, the consolidated sanctions list maintained by
the United States Department of Treasury’s Office of Foreign Assets Control, His Majesty’s Treasury’s
Office of Financial Sanctions Implementation, or any other sanctions list;
(vi) a Person identified as a terrorist organization on any other relevant lists maintained by
any Governmental Authority;
(vii) a Person acting, directly or indirectly, in contravention of any Applicable Law;
(viii) a Person in any manner limited or prohibited (or that requires licensing,
registration or approval of any kind) from the purchasing, possessing, transferring, using or otherwise
conducting a transaction involving any amount of PRCL Tokens under Applicable Law;
(ix) a Person that has been involved at any time in any type of activity associated with money
laundering or terrorist financing or any other applicable anti-corruption or anti bribery statute or has
been subject to any investigation or sanction by, or a request for information from, any Governmental
Authority relating to money laundering, terrorist financing, corruption or bribery in any jurisdiction or
under any Applicable Law; or
(x) a Person that is a politically exposed person (“PEP”) as defined by the Financial Action
Task Force (or such similar Person under any Applicable Law) as an individual who is or has been
entrusted with a prominent public function or an immediate family member or close associate of a PEP
or any corporation, business or other entity that has been formed by, or for the benefit of, a PEP or any
immediate family member or close associate of a PEP.
2. AIRDROPS; PRCL TOKENS; USER’S REPRESENTATIONS
2.1 Eligibility; Restrictions. User may check its eligibility to participate in an Airdrop by visiting the
Website. Please note that due to regulatory constraints and/or uncertain regulatory environments, Prohibited Persons
are ineligible for any Airdrops.
2.2 Claiming Airdrops. User may claim any eligible Airdrop by connecting User’s Wallet to Company’s
Smart Contracts through the Website.
2.3 PRCL Tokens
(a) Holding or ownership of any PRCL Tokens does not represent or confer any ownership right or
stake, share, or equivalent rights, or any right to receive intellectual property rights in or relating to the
Website, Company, or any of Company’s Affiliates. The PRCL Tokens are not intended to be or to represent a
stock, a loan contract, a commodity, a currency, a share, an investment creating or acknowledging
indebtedness, an instrument giving entitlements to securities, a certificate representing certain securities, an
option, a future, or a contract for difference in the British Virgin Islands or in any permitted jurisdictions, or
any voting or governance rights or any other right to influence the development or operation of Company, and
do not represent any ownership right of or in Company. However, without limitation to the above, Company
reserves all rights with respect to pursuing any form of decentralized governance should it so determine that
doing so would be in the best interests of the holders of PRCL Tokens from time to time.
(b) Certain jurisdictions expressly prohibit or restrict the offer, sale, and/or purchase of
cryptocurrencies and/or cryptographic tokens, while other jurisdictions may require Company and/or
cryptographic tokens to be licensed, registered, or otherwise regulated. The PRCL Tokens may be deemed to
be securities for purposes of securities laws in various jurisdictions such that the offer or sale of PRCL Tokens
in such jurisdiction may require registration or other steps to be taken or steps to be taken with the relevant
Governmental Authorities in those jurisdictions. Company and its Affiliates have taken no such steps, nor has
any relevant exemption been confirmed. Persons (natural or legal) who are a resident or tax resident, have a
domicile in or otherwise have a relevant connection with any Prohibited Jurisdiction are excluded from
participating in an Airdrop and possessing and using any PRCL Tokens. PRCL Tokens may not be marketed,
offered or sold directly or indirectly to any Prohibited Person. The information contained in the General Terms
and these Token Terms do not constitute an offer to sell or an invitation, advertisement or solicitation of an
offer to buy any PRCL Tokens within a Prohibited Jurisdiction or to any Prohibited Person. For the avoidance
of doubt, the list of Prohibited Jurisdictions may be changed from time to time, irrespective of the awareness
of Company and relevant amendments may be made to these Token Terms. User is only permitted to use the
Website and claim PRCL Tokens if User is not a Prohibited Person. To the extent a Prohibited Person attempts
to enter into these Token Terms, claim PRCL Tokens, or use the Website, such purported activity is void and of
no force or effect.
(c) PRCL Tokens may not be re-offered, resold or transferred, except in a transaction that is
compliant with Applicable Law. Any action that is in violation of these restriction shall be void ab initio and
Company reserves the right to exercise any available legal remedy to recover any PRCL Tokens acquired in
violation of these Token Terms. Company specifically disclaims any losses in value or potential value
experienced by any participant resulting from any such restrictions or actions identified hereunder.(d) At any time prior to User claiming the PRCL Tokens via an Airdrop, Company may, in its sole
discretion, deem User ineligible for an Airdrop without prior notice and without any liability or further
obligation of any kind whatsoever to User or any other Person, in the event Company finds such measures
reasonable and/or necessary in a particular situation, including, but not limited to, change of regulatory
requirements, or upon suspicion or detection that User does not primarily reside or is not domiciled in a
permitted jurisdiction, or is engaged in fraud or other unlawful activity.
2.4 User’s Representations. User agrees and acknowledges that:
(a) it has the sole responsibility and liability for all taxes in connection with its participation in
transactions on a Blockchain, including participation in any Airdrop, and should consult a tax advisor.
(b) it is solely responsible for complying with all applicable laws of the jurisdiction User is located in
or participating in Blockchain transactions, including participation in any Airdrop, from.
(c) it (a) may receive digital assets, including but not limited to PRCL Tokens, for free via an Airdrop
(other than applicable taxes, if any), (b) was not previously promised any such digital assets, and (c) took no
action in anticipation of or in reliance on receiving any digital assets via an Airdrop.
(d) User’s eligibility to receive assets pursuant to an Airdrop or to participate in an Airdrop is subject
to Company’s sole discretion. To the extent User believes it should have received any airdropped assets based
on any documentation or points system released by Company from time to time, such documentation does not
entitle User to any assets or to participate in any Airdrop, and User has no claim for any such assets. User
agrees that it is the legal owner of the Wallet that User utilizes to access or participate in an Airdrop.
(e) it is not a Prohibited Person and that User will not use a VPN or other tool to circumvent any
geoblock or other restrictions that Company may have implemented for Airdrop recipients. Any such
circumvention, or attempted circumvention, may permanently disqualify User from participation in an
Airdrop, in Company’s sole discretion.
(f) to participate in an Airdrop, User will need to connect a compatible Wallet. By using a Wallet,
User agrees that it is using the Wallet under the terms and conditions of the applicable third-party provider of
such Wallet. Wallets are not associated with, maintained by, supported by or affiliated with Company. When
User interacts with the Website, User retains control over its digital assets at all times. Company and its
Affiliates bear and accept no responsibility or liability to User in connection with User’s use of a Wallet, and
make no representations or warranties regarding how the Website will operate or be compatible with any
specific Wallet. Company does not hold or maintain he private keys necessary to access a Wallet or the assets
held in a Wallet, and has no ability to help User access or recover its private keys and/or seed phrases for
User’s Wallet. User is solely responsible for maintaining the confidentiality of its private keys and is
responsible for any transactions signed with User’s private keys.
(g) if it is unable to claim an Airdrop due to technical bugs, Smart Contract issues, Gas Fees, Wallet
incompatibility, loss of access to a Wallet or the keys thereto, or for any other reason, User will have no
recourse or claim against Company or its Affiliates, and that Company and its Affiliates will not bear any
liability to User.
(h) claiming an Airdrop may require reliance on or an integration with third-party products (e.g., a
Wallet or an unaffiliated network or Blockchain) that Company and its Affiliates do not control. In the event
that User is unable to access such products or integrations, or if they fail for any reason, and User is unable to
participate in an Airdrop or claim Airdrop assets, User will have no recourse or claim against Company or its
Affiliates, and that Company and its Affiliates will not bear any liability to User.
(i) the regulatory regime governing Blockchain technologies, cryptocurrencies, and other digital
assets is uncertain, that new regulations or policies may materially adversely affect the potential utility or value
of such cryptocurrencies and digital assets, and that there are risks of new taxation related to the purchase or
sale of cryptocurrencies and other digital assets.
(j) cryptocurrencies and other similar digital assets are neither
(i) deposits of or guaranteed by a bank nor
(ii) insured by the FDIC or by any other governmental agency.
2.5 Use of a VPN. If User utilizes a VPN in circumvention of Applicable Law, including use of a VPN to
participate in an Airdrop, Company expressly reserves any and all legal rights, in law or in equity, which Company
may choose to exercise to reclaim any PRCL Tokens User obtains through participating in an Airdrop through use of a VPN.
3. ASSUMPTION OF RISK
3.1 ACQUIRING TOKENS INVOLVES A HIGH DEGREE OF RISK. USERS SHOULD CONSIDER
CAREFULLY THE RISKS DESCRIBED HEREIN, TOGETHER WITH ALL OF THE OTHER
INFORMATION CONTAINED IN THE GENERAL TERMS AND THESE TOKEN TERMS BEFORE
MAKING A DECISION TO CLAIM AN AIRDROP. THE FOLLOWING RISKS ENTAIL
CIRCUMSTANCES UNDER WHICH THE BUSINESS, FINANCIAL CONDITION, RESULTS OR
OPERATIONS AND PROSPECTS OF COMPANY AND ITS AFFILIATES COULD SUFFER. THE
FOLLOWING IS NOT AN EXHAUSTIVE LIST AND DOES NOT NECESSARILY REFLECT THE
RELATIVE IMPORTANCE OF THE VARIOUS RISKS FACTORS.
3.2 OTHERWISE THAN AS EXPRESSLY SET OUT HEREIN, COMPANY SPECIFICALLY DOES
NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR
WARRANTY WITH RESPECT TO THE WEBSITE, THE SERVICE, OR THE PRCL TOKENS, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL
CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR
PATENT.
3.3 The precise terms of the privileges and other benefits of the PRCL Tokens will be determined by the
Parcl Foundation in its sole and absolute discretion from time to time. Such privileges and benefits may be
amended thereafter by the Parcl Foundation at any time and without notice to, or consent from, any holder of
PRCL Tokens, or Company, in its the sole and absolute discretion. Any such determination or amendment
shall not be a breach of the terms of the PRCL Tokens.
3.4 While an Airdrop is available only to Users that are not Prohibited Persons there is the possibility
that PRCL Tokens could be acquired over time or following changes in the regulatory landscape by Persons in
other jurisdictions currently restricted from acquiring PRCL Tokens and, accordingly, the risk factors set out
below may include certain risk factors specific to certain jurisdictions even though Company will not at
present make the PRCL Tokens available at this time to Persons from such jurisdictions.
3.5 No promises of future performance or value are or will be made with respect to the PRCL Tokens,
including no promise of inherent value, no promise of continuing payments, and no guarantee that the PRCL
Tokens will hold any particular value.
3.6 BY PARTICIPATING IN ANY AIRDROP, USER EXPRESSLY ACKNOWLEDGES AND
ASSUMES ALL RISKS RELATED THERETO INCLUDING (WITHOUT LIMITATION) THE RISKS SET
OUT BELOW.
(a) Reliance on one or more Developers: Company may enter into one or more services agreements
pursuant to which one or more software developers (each a “Developer”) will provide services with respect to
Company’s development and distribution of the PRCL Tokens. As consideration for each such Developer
providing those services, Company may agree to grant the Developer with a significant number of PRCL
Tokens. In cases where such developer is an entity, Company may decide to grant PRCL Tokens to the natural
persons who work for such entity. Company believes that the provisions of each such agreement will reflect
commercial arms-length dealings between Company and each such Developer.
(b) Risk of Losing Access to Tokens Due to Wallet Incompatibility: User’s cryptocurrency wallet must
possess technical infrastructure that is compatible with the receipt, storage and transfer of the PRCL Tokens.Non-compatible Wallet addresses will not be accepted. In addition, User’s wallet address must not be
associated with a third-party exchange or service that has custody over the private key. User must own the
private key if User’s address is an exchange address. Company reserves the right to prescribe additional
conditions relating to specific Wallet requirements at any time, acting in its sole discretion.
(c) Risks Associated with the Blockchain Protocols: Any malfunction, breakdown, abandonment,
unintended function, unexpected functioning of or attack on the protocol upon which the PRCL Tokens are
issued may have an adverse effect on the PRCL Tokens, including causing them to malfunction or function in
an unexpected or unintended manner.
(d) Risks Associated with User’s Credentials: Any third party that gains access to or learns of User’s
Wallet login credentials or private keys may be able to dispose of User’s Tokens. To minimize this risk, User
should guard against unauthorized access to User’s electronic devices. Best practices dictate that User safely
store private keys in one or more backup locations geographically separated from the working location. In
addition, User is responsible for giving us the correct Wallet address to which to send User Tokens. If User
provides the incorrect address to which to send User the PRCL Tokens, Company and its Affiliates are not
responsible for any loss or non-receipt of PRCL Tokens that may occur.
(e) Risk of Unfavourable Regulatory Action in One or More Jurisdictions:
(i) Blockchain technologies and cryptographic tokens have been the subject of scrutiny by
various regulatory bodies around the world. Blockchain technology allows new forms of interaction,
and it is possible that certain jurisdictions will apply existing regulations on, or introduce new
regulations addressing, Blockchain technology based applications, which regulations may be contrary
to the current setup of the Website or its Smart Contract system and, therefore, may result in
substantial modifications to the Website and such Smart Contract systems, including its termination
and the loss of PRCL Tokens.
(ii) The regulatory status of cryptographic tokens and distributed ledger technology is unclear
or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory authorities may
apply existing regulation with respect to such technology and its applications, including specifically
(but without limitation to) the Website and the PRCL Tokens. It is likewise difficult to predict how or
whether any legislative or regulatory authorities may implement changes to law and regulation
affecting distributed ledger technology and its applications, including specifically (but without
limitation to) the Platform and the PRCL Tokens. Regulatory actions could negatively impact the
Website and the PRCL Tokens in various ways, including, for purposes of illustration only, through a
determination that the PRCL Tokens are a regulated financial instrument that requires registration,
licensing, or restriction. Company may cease operations in a jurisdiction if 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. The
functioning of the Website and the PRCL Tokens could be impacted by any regulatory inquiries or
actions, including restrictions on the use, sale or possession of digital tokens like the PRCL Tokens,
which restrictions could impede, limit or end the development of the Platform and increase legal costs.
(f) Risk of Alternative, Unofficial Platforms: Following the distribution of the PRCL Tokens and the
continued development of the platform, whose front end is located at app.parcl.co (the “ Platform”), it is
possible that alternative applications or platforms could be established, which use the same or similar open-
source code and protocol underlying the Platform. The PRCL Tokens may have no intrinsic value with respect
to such alternative applications. The Platform may compete with these alternative, unofficial token-based
applications, which could potentially negatively impact the Platform and the PRCL Tokens.
(g) Operating History: Company has limited operating history and will be operating in an evolving
industry that may not develop as expected.
(h) Risk that the Parcl Ecosystem Will Not Meet Expectations: The Parcl Ecosystem is presently
under continued development and may undergo significant changes. Any expectations or assumptions
regarding the form and functionality of the PRCL Tokens (including participant behaviour) held by Company
or User may not be met, for any number of reasons, including, without limitation, mistaken assumptions oranalysis or a change in the design and implementation of plans. Moreover, Company may not be able to retain
full and effective control over how other participants will use the PRCL Tokens or how third-party products
and services will utilize PRCL Tokens (if at all). This could create the risk that the PRCL Tokens and/or the
Parcl Ecosystem, as further developed and maintained, may not meet User’s expectations.
(i) The value of the PRCL Tokens will be affected by the success of the Platform: Because the PRCL
Tokens are intended for use on the Platform a failure by the owner of the Platform to successfully develop
and/or maintain the Platform would negatively affect the value of the PRCL Tokens. There is no guarantee that
the Platform will develop as planned or become successful in the marketplace.
(j) Long-term viability of cryptocurrency assets: Cryptocurrency assets, including those like the
PRCL Tokens, are a new and relatively untested product. There is considerable uncertainty about their long-
term viability, which could be affected by a variety of factors, including many market-based factors such as
economic growth, inflation, and others. In addition, the success of crypto currency assets (including the PRCL
Tokens) will depend on the long-term utility and economic viability of blockchain and other new technologies
related to cryptocurrency assets. Due in part to these uncertainties, the price of cryptocurrency assets are
volatile and the PRCL Tokens may be hard to sell. Company does not control any of these factors, and
therefore may not be able to control the ability of the PRCL Tokens to maintain their value over time.
(k) Further innovations in the cryptocurrency asset industry may cause the PRCL Tokens to lose
value: The development and acceptance of the cryptographic and algorithmic protocols governing the issuance
of, and transactions in, cryptocurrency assets is subject to a variety of factors that are difficult to evaluate and
predict. The use of cryptocurrency assets to, among other things, buy and sell goods and services is part of a
new and rapidly evolving commercial practice that employs digital assets based on a computer-generated
mathematical and/or cryptographic protocol. The growth of this commercial practice in general, and the use of
cryptocurrency assets in particular, is subject to a high degree of uncertainty. Factors affecting further
development of the cryptocurrency asset industry include, among other things, the continued worldwide
adoption of cryptocurrency assets; governmental and quasi-governmental regulation of cryptocurrency assets
and/or cryptocurrency asset exchanges; changing consumer demographics, tastes and preferences; sustained
development and maintenance of open-source software protocols; the popularity and availability of alternative
and/or new payment services; and general economic conditions. If these factors negatively affect or impede the
development of the cryptocurrency asset industry, the value of User’s PRCL Tokens may also be negatively
affected.
(l) Inability to Fund Development or Maintenance: Company may not be able to fund development
of the PRCL Tokens while the owner of the Platform may not be able to develop or maintain the Platform in
the manner that it was intended.
(m) Risks from Taxation: The tax characterization of the PRCL Tokens is uncertain. User must seek its
own tax advice in connection with acquiring and holding PRCL Tokens, which may result in adverse tax
consequences to User, including withholding taxes, income taxes, and tax reporting requirements. Claiming
the PRCL Tokens through an Airdrop may result in adverse tax consequences, including withholding taxes,
income taxes, and tax reporting requirements. Additionally, subsequent transactions in cryptocurrency assets
such as the PRCL Tokens may cause investors to incur tax liabilities. Further, any reward received in the form
of, or through the use of, Tokens may result in additional tax liability. Each investor should consult with and
must rely upon the advice of its own professional tax advisors.
(n) Risk of Theft and Hacking:
(i) Smart Contracts, software applications, and/or the Website may be exposed to attacks by
hackers or other individuals, groups, organizations or countries that interfere with the Website or the
availability of the PRCL Tokens in any number of ways, including denial of service attacks, Sybil
attacks, spoofing, smurfing, malware attacks, or consensus-based attacks, or phishing, or other novel
methods that may or may not be known. Any such successful attacks could result in theft or loss of
PRCL Tokens. User must take appropriate steps to satisfy itself of the integrity and veracity of relevant
websites, systems, and communications.
(ii) User acknowledges, understands and accepts that if User’s private key or password is lost
or stolen, the PRCL Tokens associated with User’s Wallet address may be unrecoverable and
permanently lost. Additionally, any third party that gains access to User’s private key, including by
gaining access to the login credentials relating to User’s Wallet, may be able to misappropriate User’s
PRCL Tokens. Any errors or malfunctions caused by or otherwise related to the Wallet or vault User
chooses to receive and store PRCL Tokens, including User’s own failure to properly maintain or use
such Wallet or vault, may also result in the loss of User’s PRCL Tokens, for which Company will have
no liability.
(o) Risk of Security Weaknesses in the Platform: The Platform consists, at least in part, of open-
source software that may be based on other open source software. There is a risk that Company or other third
parties may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructural elements
of the Platform interfering with the use of or causing the loss of PRCL Tokens.
(p) Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Advances in
cryptography, or technical advances such as the development of quantum computing, could present risks to
cryptocurrencies and the Platform by rendering ineffective the cryptographic consensus mechanism that
underpins the Platform Protocol, which could result in the theft, loss, or decreased utility of the PRCL Tokens.
Smart Contracts, Blockchain application software and Blockchain platforms and protocols are still in an early
development stage and relatively unproven. There is no warranty or assurance that the process for creating
Tokens will be uninterrupted or error-free and there is an inherent risk that the software could contain defects,
weaknesses, vulnerabilities, viruses, or bugs causing, inter alia, the complete loss of contributions and/or
PRCL Tokens.
(q) Risk of Dissolution of the Parcl Ecosystem: It is possible that, due to any number of reasons,
including development issues with the PRCL Tokens or the Platform, the failure of business relationships, lack
of public interest, lack of funding, or competing intellectual property claims, the Parcl Ecosystem may no
longer be viable as a business or otherwise and may dissolve or fail to maintain commercial or legal viability,
or be abandoned. There is no assurance that User will receive any benefits through the PRCL Tokens.
(r) Risk of Malfunction in the Website and/or Smart Contracts: It is possible that Company’s Smart
Contracts and/or the Website malfunctions in an unfavourable way, including one that results in the loss of the
PRCL Tokens.
(s) Risk Arising from Lack of Governance Rights: Because the PRCL Tokens confer only limited
governance rights; all decisions involving Company (including to sell or liquidate Company) will be made by
Company acting in its sole and absolute discretion, and substantially all decisions involving the Platform
including, but not limited to, decisions by the Platform’ owner to discontinue the Platform, will be made by the
Platform owner acting in its sole and absolute discretion. These decisions could adversely affect the PRCL
Tokens User holds.
(t) Risks Associated with Incomplete Information: User will not have full access to all the
information relevant to Company and/or the PRCL Tokens. User is responsible for making its own decision in
respect of claiming any PRCL Tokens through an Airdrop. Company does not provide User with any
recommendation or advice in respect of the acquisition of the PRCL Tokens. User may not rely on Company to
provide User with complete or up to date information.
(u) Additional Risks:
(i) The holders of PRCL Tokens will not be in any fiduciary, partnership, trustee, agency, or
similar relationship with Company or any of its Affiliates and will not be owed any fiduciary duty by
Company or any of its Affiliates. The holders of PRCL Tokens have no direct management, equity,
voting or similar rights in Company or any of its Affiliates. However, without limitation to the above,
Company reserves all rights with respect to pursuing any form of decentralized governance should it
so determine that doing so would be in the best interests of the holders of PRCL Tokens from time to
time.
(ii) Regulation of (A) tokens (including the PRCL Tokens); (B) cryptocurrencies (C)
Blockchain technologies; and (D) cryptocurrency exchanges is currently underdeveloped and is likely
to evolve rapidly, vary significantly among international, national, federal, state, and local jurisdictions
and is subject to significant uncertainty. Various legislative and executive bodies in the United States,
South Korea, China, Singapore, among other countries, are currently considering, or may in the future
consider, laws, regulations, guidance, or other actions, which may severely impact the development
and growth of the Parcl Ecosystem. Other countries may adopt similar approaches. Failure by
Company or Users 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 civil penalties and fines. New or changing laws and regulations or
interpretations of existing laws and regulations would likely have numerous material adverse
consequences on Company and the PRCL Tokens. Therefore, there can be no assurance that any new
or continuing regulatory scrutiny or initiatives will not have a material adverse impact on the value of
the PRCL Tokens or impede the activities of Company.
(v) Company has the exclusive right, in its sole and absolute discretion, to address and remediate any
of the operational, legal, or regulatory risks presented as of the date hereof or hereafter. In the exercise of such
rights, it is possible that Company and/or its Affiliates may determine that the continued development of the
Parcl Ecosystem is not feasible. Accordingly, there is a material risk that Company and its Affiliates may not
successfully continue to develop, market, and operate the Parcl Ecosystem or the PRCL Tokens.
3.7 Conflict. In case of a conflict between the General Terms and these Token Terms, the provisions of theseToken Terms will control.
