Cryptocurrency Risk Disclosure

Cryptocurrency is a digital representation of value that functions as a medium of exchange, a unit of account, or a store of value, but it does not have legal tender status. Cryptocurrencies are sometimes exchanged for U.S. dollars or other currencies around the world, but they are not generally backed or supported by any government or central bank. Their value is completely derived by market forces of supply and demand, and they are more volatile than traditional currencies. The value of cryptocurrency may be derived from the continued willingness of market participants to exchange fiat currency for cryptocurrency, which may result in the potential for a permanent and total loss of value of a particular cryptocurrency should the market for that cryptocurrency disappear. Cryptocurrencies are not covered by either insurance. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of cryptocurrency.

Purchasing cryptocurrencies comes with a number of risks, including volatile market price swings or flash crashes, fraud, market manipulation, and cybersecurity risks. In addition, cryptocurrency markets and exchanges are not regulated with the same controls or customer protections available in equity, option, futures, or foreign exchange investing. There is no assurance that a person who accepts a cryptocurrency as payment today will continue to do so in the future.

Investors should conduct extensive research into the legitimacy of each individual cryptocurrency, including its platform, before investing. The features, functions, characteristics, operation, use, and other properties of the specific cryptocurrency may be complex, technical, or difficult to understand or evaluate. The cryptocurrency may be vulnerable to attacks on the security, integrity, or operation, including attacks using computing power sufficient to overwhelm the normal operation of the cryptocurrency’s blockchain or other underlying technology. Some cryptocurrency transactions will be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that a transaction may have been initiated.

Under certain market conditions, you may find it difficult or impossible to liquidate a position quickly at a reasonable price. This can occur, for example, when the market for a particular cryptocurrency suddenly drops, or if trading is halted due to recent news events, unusual trading activity, or changes in the underlying cryptocurrency system.

The greater the volatility of a particular cryptocurrency, the greater the likelihood that problems may be encountered in executing a transaction. In addition to normal market risks, you may experience losses due to one or more of the following: system failures, hardware failures, software failures, network connectivity disruptions, and data corruption.

Trading in Digital Tokens entails certain risks. This risk disclosure statement cannot and does not disclose all risks and other aspects involved in holding, trading, or engaging in financing or financed transactions in Digital Tokens. Risks include, but are not limited to, the following:

1. Market Risk: The market for Digital Tokens is still new and uncertain. No one should have funds invested in Digital Tokens or speculate in Digital Tokens that she is not prepared to lose entirely. Whether the market for one or more Digital Tokens will move up or down, or whether a particular Digital Token will lose all or substantially all of its value, is unknown. This applies both to traders that are going long and to traders that are shorting the market. Participants should be cautious about holding Digital Tokens.
2. Liquidity and Listing Risk: Markets for Digital Tokens have varying degrees of liquidity. Some are quite liquid while others may be thinner. Thin markets can amplify volatility. There is never a guarantee that there will be an active market for one to sell, buy, or trade Digital Tokens or products derived from or ancillary to them. Furthermore, any market for tokens may abruptly appear and vanish. Next Layer makes no representations or warranties about whether a Digital Token that may be traded on exchanges may be traded on exchanges at any point in the future, if at all. Any Digital Token is subject to delisting without notice or consent.
3. Legal Risk: The legal status of certain Digital Tokens may be uncertain. This can mean that the legality of holding or trading them is not always clear. Whether and how one or more Digital Tokens constitute the property, or assets, or rights of any kind may also seem unclear. Participants are responsible for knowing and understanding how Digital Tokens will be addressed, regulated, and taxed under applicable law.
4. Exchange Risk (Counterparty Risk): Having Digital Tokens on deposit or with any third party in a custodial relationship has attendant risks. These risks include security breaches, risk of contractual breach, and risk of loss.
5. Trading Risk: In addition to liquidity risks, values in any digital token marketplace are volatile and can shift quickly. Participants in any Digital Tokens market are warned that they should pay close attention to their position and holdings, and how they may be impacted by sudden and adverse shifts in trading and other market activities.

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