👨‍⚖️Legal

PLEASE READ THESE CAREFULLY BEFORE ACTING ON ANY INFORMATION CONTAINED HEREIN

The information set forth in these Legal Notices (“Legal Notices”) may not be exhaustive and does not create a contract between you and Soulbound or the corporation providing support to it, Soulbound Inc. (collectively, the “Sponsoring Entities”). While we make every reasonable effort to ensure that all information: (i) in this Soulbound litepaper (the “LitePaper”); and (ii) available on the Soulbound Website (https://soulbound.gg/), the Soulbound Twitter account (@Soulbound_GG), the Soulbound Discord Channel (https://discord.gg/soulboundinc), or any other available information moderated by the Sponsoring Entities(collectively, the “Sites”) (all the information in the White Paper and all information available on the Sites hereinafter referred to as the “Current Information”) is accurate and up to date, such material in no way constitutes professional advice. Individuals intending to purchase the SBX token (each a “Token Purchase”) should seek independent professional advice prior to acting on any of the Current Information.

Current Information Subject to Change and Could Contain Inaccuracies

Notwithstanding any other provision of these Legal Notices or any statement made expressly or impliedly in the Current Information, the Sponsoring Entities do not make or purport to make, and hereby disclaim, 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 Current Information. The Current Information is offered on a best available basis. Confirmation of any point made therein should be addressed to an authorized member of the Sponsoring Entities. Contract information is provided below.

Representation & Warranties By You

By accessing the Current Information, or engaging in a Token Purchase, or otherwise engaging with the Sponsoring Entities or their affiliates, you represent and warrant to the same that:

• you are over 18 (eighteen) years of age;

• you agree, accept, and acknowledge that the SBX tokens do not constitute shares or equities or securities or financial instruments or investments in any form in any jurisdiction for any purpose;

• you agree and acknowledge that the Current Information does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities in any jurisdiction or a solicitation for investment in securities;

• you agree and acknowledge that no regulatory authority has examined or approved of the Current Information, and presently there is no plan for the Current Information to be so reviewed;

• the distribution or dissemination of the Current Information any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Sponsoring Entities;

• you will not make any representation to any person regarding the SBX Tokens that conflict with these Legal Notices;

• you agree and acknowledge that in the case where you wish to purchase any SBX Tokens, the SBX Tokens are not to be construed, interpreted, classified or treated as:

• debentures, stocks or shares issued by any person or entity (whether a Sponsoring Entity or otherwise);

• rights, options or derivatives in respect of such debentures, stocks or shares;

• 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;

• units in a collective investment scheme;

• units in a business trust;

• derivatives of units in a business trust;

• any other security or class of securities; or

• any type of investment

Cautionary Note on Forward-Looking Statements

All statements contained in the Current Information, statements made in any press releases or in any place accessible by the public and oral statements that may be made by the Sponsoring Entities or their representatives (as the case may be), that are not statements of historical fact, constitute “forward looking statements”. Some of these statements can be identified by forward-looking terms such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will” or other similar terms.

However, these terms are not the exclusive means of identifying forward-looking statements. All statements regarding the financial position, business strategies, plans and prospects and the future prospects of the Sponsoring Entities or their industry are forward-looking statements. These forward-looking statements, including but not limited to, statements as to Soulbound’s revenue profitability and growth, expected revenue profitability and growth, prospects, future plans, other expected industry trends and other matters discussed in the Current Information regarding Soulbound are matters that are not historic facts, but only estimations and predictions.

The Sponsoring Entities make no representation or warranty on having made any predictions or estimates or expectations on the basis of any formula, any mathematical or scientific modelling or forecast, or having made any due and proper enquiries or having undertaken any independent research or studies or otherwise. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of Soulbound to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. These factors include, amongst others:

• changes in legal, political, social, economic, and stock or cryptocurrency market conditions and the regulatory environment in the countries in which Soulbound Inc. conducts its business and/or its operations or where you engage in a Token Purchase;

• the risk that the Sponsoring Entities may be unable or execute or implement their business strategies and future plans;

• changes in interest rates and exchange rates of fiat currencies and cryptocurrencies;

• changes in the anticipated growth strategies and expected internal growth of the Sponsoring Entities;

• changes in the availability and fees payable to Soulbound Inc. in connection with its business and operations;

• changes in the availability and salaries of employees who are required by the Sponsoring Entities to operate its business and operations;

• changes in preferences of customers of Soulbound Inc.;

• changes in competitive conditions under which Soulbound Inc. operates, and the ability of Soulbound Inc. to compete under such conditions;

• changes in the future capital needs of the Sponsoring Entities and the availability of financing and capital to fund such needs;

• war or acts of international or domestic terrorism;

• occurrences of catastrophic events, natural disasters and acts of God that affect the businesses and/or operations of the Sponsoring Entities;

• other factors beyond the control of the Sponsoring Entities; and

• any risk and uncertainties associated with the Sponsoring Entities and their business and operations, the SBX Tokens, the Token Purchase and reliance on all or any part of the Current Information.

All forward-looking statements made by or attributable to the Sponsoring Entities or return representatives are expressly qualified in their entirety by such factors. Given that risks and uncertainties that may cause the actual future results, performance or achievements of Soulbound Inc .to be materially different from that expected, expressed or implied by the forward-looking statements in the Current Information, undue reliance must not be placed on these statements.

These forward-looking statements are applicable only as of the later of the date of publication of the Litepaper and the latest date that the Sites have been updated. Neither the Sponsoring Parties nor their representatives nor any other person represents, warrants and/or undertakes that the actual future results, performance or achievements of Soulbound Inc. will be as discussed in those forward-looking statements. The actual results, performance or achievements of Soulbound Inc. may differ materially from those anticipated in these forward-looking statements.

Nothing contained in the Current Information is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of Soulbound Inc. . Further, the Sponsoring Parties disclaim any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future.

Legal Disclaimer

This Soulbound Inc. Litepaper is meant to provide the reader with information regarding how the SBX token and Soulbound Platform operate. It is meant to inform the current design of the SBX token and ecosystem as well as its planned design, including the business model and token economy.

Fundamentally, this Litepaper describes an ever-evolving project and will be regularly updated.

This Litepaper is informational only and does not represent a commitment to you, the reader, of any of the current or future designs or functionality of the SBX token, Soulbound ecosystem, business model, or economy. Moreover, this White Paper is not a solicitation to purchase SBX tokens.

9.5 SBX Token Risks

Please read before acquiring SBX tokens.

Purchasing any digital token involves considerable risk. The token may become worthless and its platform may not meet your needs.

SBX tokens (the “tokens”) are no different. No purchases can be refunded or exchanged. Do not purchase the SBX token with money you cannot afford to lose. There is no guarantee that the utility of the SBX tokens will meet your needs or expectations.

If you purchase the tokens, you are inherently assuming the risk of its loss of value from The time of the purchase, and you are agreeing that the tokens’ present functionality might be all they are ever capable of doing. If you purchase any of the tokens you agree that you have no recourse and you will not assert any claim, action, judgment or remedy against Soulbound or its sponsor, Soulbound Inc.. If the token loses value, Soulbound Inc. / Soulbound Platform or ecosystem ceases to function, or if the platform or ecosystem does not ultimately meet expectations.

If you are uncertain whether to purchase tokens in light of these disclaimers or legal notices contained herein, or if you are concerned about the loss of any money you use to purchase the tokens, we strongly urge you not to purchase any SBX tokens.

We recommend you consult legal, financial, tax, and other professional advisors or experts for further guidance before purchasing tokens. We cannot provide you with any of the foregoing advice. Accordingly, you are strongly advised to take independent legal advice in respect of the legality in your jurisdiction of your purchase of the tokens. SBX tokens are not shares or securities of any type. They do not grant you to any kind of ownership or other interest in Soulbound Inc. The SBX tokens exist to facilitate your use of the Soulbound Inc. ecosystem. They are not investments; there is no promise that they will increase in value; they are valuable only insofar as they are designed to work within the Soulbound Inc. ecosystem.

User agrees that, to the maximum extent permitted by applicable law, it will assume sole responsibility for all risks of whatsoever nature involved with its purchase of the SBX Token or use of the Soulbound Network, including but not limited to those set out in this clause. The User further acknowledges that this clause does not set out an exhaustive list of the risks involved and agrees that it is its sole responsibility to identify and understand any additional risks that may be relevant in its circumstances and seek the appropriate legal, tax, and financial advice in connection therewith.

The SBX Tokens may not have any value or may decrease in value over time and/or lose all of their value. The Company provides no assurance or guarantee as to the value of the SBX Tokens in the future or as to whether any price determined on any secondary market that develops will be equal or higher to the initial unit price that the SBX Tokens are purchased for.

An active or liquid market for the SBX Tokens may never develop or may cease to exist and their price may be highly volatile. The Company provides no assurance or guarantees that the SBX Tokens will be easily transferable to third parties in the future.

The Soulbound platform may never be completed and the SBX Tokens may never have any utility beyond its initial utility. This may arise due to inter alia a lack of funding, fluctuations in the value of funding received, the departure of key team members, inability to recruit additional personnel required, lack of public support, competition, or the failure of third-party service providers and partners to properly discharge their obligations.

Whilst the Company will endeavour to provide a high level of security in connection with its issuance of SBX Tokens pursuant to the future operation of Soulbound, the Company cannot guarantee that such security will be successful in preventing hackers or malicious groups from stealing User’s SBX Tokens or interfering with their enjoyment thereof.

The Company provides no assurances or guarantees that the process for creating the SBX Tokens will be uninterrupted or error-free, or that the software or related smart contracts will not contain bugs or vulnerabilities which may lead to, inter alia, total loss of the SBX Tokens purchased.

The utility, and with it the value of, the SBX Tokens will to a great extent depend on the commercial success of Soulbound, which as with all commercial ventures, will be subject to a broad range of factors, many of which will be beyond the control of the Company. The Company makes no assurance or guarantee as to the future success of Soulbound.

The regulatory landscape governing cryptocurrencies, virtual assets, digital tokens, blockchain technology, decentralized exchanges, and exchange aggregators is continuously evolving, and remains unsettled in many jurisdictions. Changes in applicable law, or in the manner in which they are interpreted, may prevent the Investor from acquiring or using the SBX Tokens, accessing Soulbound, or the Company from issuing the SBX Tokens or operating Soulbound.

The tax treatment of the acquisition of digital tokens such as the SBX Token is uncertain in many jurisdictions and the User may face adverse tax consequences. The user should seek professional tax advice with respect to its acquisition of SBX Tokens.