RISK DISCLOSURE

The Company does not recommend purchasing FILIPCOINs unless you have considerable knowledge and understanding and prior experience with cryptographic tokens, blockchain-based software and distributed ledger technology and unless you have taken independent professional advice from a legal or financial adviser.

All the risks and uncertainties associated with FILIPCOIN should be evaluated before the purchase of any FILIPCOINs. If such risks and uncertainties unfold into actual events, our business, financial condition, results of operations and prospects could be materially and adversely affected. In such instances, you might lose all or some part of the value of the FILIPCOINs.

Risk Factors

You should carefully consider and evaluate each of the following risk factors before deciding to participate in the Token Sale. To the best of our knowledge and belief, all risk factors which are material to you in making an informed judgment to participate in the Token Sale have been set out below. If any of the following considerations develops into actual events, our business, financial position and/or results of operations and the maintenance and level of usage of FILIPCOINs could be materially and adversely affected.

Risk	Description
Securities Regulation	It is difficult to predict how or whether regulatory authorities may implement any changes to laws and regulations affecting distributed ledger technology and its applications, including the Company’s platform, the anticipated future FILIPCOIN functionality, and/or the FILIPCOINs. There is a considerable risk that, despite our efforts to avoid creating a security, regulators may still characterize the purchase of FILIPCOINS as such. Operations of our ecosystem and of FILIPCOINs may be impacted by the passing of restrictive laws, the publication of restrictive or negative opinions, the issuing of injunctions by national regulators, the initiation of regulatory actions or investigations, including but not limited to restrictions on the use or ownership of digital tokens such as FILIPCOINs. These legal and regulatory risks may prevent or limit development of our ecosystem and, therefore, impact the utility, liquidity, and/or value of FILIPCOINs. Moreover, the legal and regulatory diligences necessary for the development of the projects outlined in the Whitepaper, such as the FILIPWORKS, FILIPAY, in different jurisdictions have not yet been conducted, including the legal and regulatory diligences relating to specific areas of regulation. There is a risk that adverse laws or regulation in those jurisdictions might prevent or limit the development of our ecosystem and, therefore, impact the utility, liquidity, and/or value of the FILIPCOINs. The Company may also have to cease operations in a jurisdiction that makes it illegal to operate in such jurisdiction, or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. In scenarios such as the foregoing, the utility, liquidity, and/or value of FILIPCOINs will be adversely affected. You are strongly advised to carry out a legal analysis concerning the purchase and ownership of FILIPCOINs according to your nationality and place of residence.
Taxation	We expect all of the investments on offer through our platform to be subject to taxation (for example sales tax, income tax or capital gains tax). Any significant change in the taxation status of the investments on offer may reduce their attractiveness to certain investor types. You are strongly advised to carry out a tax analysis concerning the purchase and ownership of FILIPCOINs according to your nationality and place of residence.
Money Laundering	As with any blockchain-based platform, FILIPCOIN has the potential to be used for money laundering. We intend to conduct and comply with anti-money laundering requirements.
Data Privacy Legislation	We will be required to hold personal and sensitive data belonging to our investors and business owners. There is a risk that a deliberate or accidental breach of any jurisdictions data privacy legislation could lead to damage to our reputation, loss of customer and potential regulatory action. We intend to comply with the data privacy act and its implementing rules and regulations.
Reputation and Negative Publicity	Negative publicity involving the Company, the Company’s ecosystem, the FILIPCOINs or any of the key personnel of the Company and/or regulation of distributed ledger technologies, cryptocurrencies and/or crowdsales of tokens in any jurisdiction, may materially and adversely affect the market perception or value of the FILIPCOINs, whether or not it is justified.
Technical Issues	The FILIPWORKS is already developed and functional. However, we intend to add functionalities and progressively integrate it into the BINANCE blockchain. The FILIPAY is already functional as well, but must first be registered with the BSP before being fully operational. The development program involves solving a number of complex technical problems. There is a risk that unforeseen technical complications add to the estimated effort, leading to a delay in the go live date and/or additional costs. The Buyer accepts that the development or operationalization of these Projects is not guaranteed to succeed, that the Projects are subject to software and technical risks and that said items and features may never be deployed in our ecosystem, should unexpected technical obstacles be identified in the course of the product development.
Risk of a lack of interest in our ecosystem or distributed applications	The utility, liquidity, and/or value of, and demand for, the FILIPCOINs hinge on the performance of our ecosystem and the continuous active engagement of its users and success of its business. There is no assurance that the Company’s ecosystem will gain or continue to gain traction. While the Company has made every effort to provide a realistic estimate, there is also no assurance that the funds raised in the Token Sale will be sufficient for the development of the Company’s ecosystem and/or for the proper development, structuring and licensing of the anticipated additional functionalities and pipelined projects. For the foregoing or any other reason, the development of the Company’s ecosystem and operationalization of the anticipated additional functionalities and pipelined projects may not be fully realized and there is no assurance that these will be realized at all.
Competitive action	There is a risk that one or more blockchain start-ups with similar missions or projects in the service economy sector could attempt to launch a rival offering leading to a loss in market share.
No assurance of an active or liquid market for FILIPCOINS	While FILIPCOINs should not be considered an investment, their value is bound to change over time since there is no fixed exchange value equal to the amount of FILIPCOINS delivered at the time of its issue. Although we will use reasonable endeavors to seek the registration and approval for availability of the FILIPCOINs for trading on a cryptocurrency exchange or market, there is no assurance that such approval will be obtained. Furthermore, even if such approval is granted by a cryptocurrency exchange, there is no assurance that an active or liquid trading market for the FILIPCOINs will develop.
Fluctuation in value of FILIPCOINS	FILIPCOINs should not be considered an investment. However, to the extent that their value is bound to change over time, such value may be negatively affected if our ecosystem is not sufficiently developed, used or adopted. There is a possibility that the Company projects may not gain or continue to gain traction among users. Such a lack of interest could impact on the development of our ecosystem and, therefore, on the utility, liquidity, and/or value of FILIPCOINs There is thus no assurance that the value of FILIPCOINs will not decline below the original purchase price. The purchase price is not at all indicative of the value of FILIPCOINs after they have been sold. The demand for, and the corresponding value of the FILIPCOINs may fluctuate significantly in response to the following factors: (a) new technological innovations; (b) personal recommendations, perceptions or estimates of the FILIPCOIN’s value or the Company’s financial and business performance; (c) changes in market valuations and FILIPCOIN prices of entities with businesses similar to that of the Company that may be listed on the same cryptocurrency exchanges or markets as the FILIPCOINs; (d) announcements by the Company of significant events, for example partnerships, sponsorships or new product developments; (e) fluctuations in values and trading volume of cryptocurrencies on cryptocurrency exchanges or markets; (f) additions or departures of key personnel of the Company; (g) success or failure of the Company’s management in implementing business and growth strategies; and/or (h) changes in conditions affecting the blockchain or financial technology industry, the general economic conditions or market sentiments, or other events or factors.
Risk of theft and piracy	The Company will make every effort to ensure that the funds received from the Token Sale will be secure. However, there is no assurance that there will be no theft of the cryptocurrencies as a result of hacks, cyber-attacks, distributed denials of service or errors, vulnerabilities or defects on the Token Sale website, or the BINANCE blockchain. In such cases, the launch of the Company’s business platform and the utility of the FILIPCOIN might be temporarily or permanently curtailed.
Risk of malfunction or security weaknesses in our ecosystem	Our ecosystem may be impacted by an adverse malfunction including, but not limited to, a malfunction that results in the loss of FILIPCOINs or market information. There is a risk that the Company team, or other third parties, may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructure elements of our ecosystem, by interfering with the use of or causing loss of FILIPCOINs. The Company may experience system failures, hardware or software defects, security breaches. In such cases, the launch of the Company’s business platform and the utility of the FILIPCOIN might be temporarily or permanently curtailed.
Risk of an BINANCE mining attack	As with other decentralized cryptographic tokens and crypto-currencies, the BINANCE blockchain used for our ecosystem is vulnerable to mining attacks, including but not limited to, dual-expense attacks, powerful mining attacks, selfish mining attacks, and critical competition attacks. Any successful attack poses a risk to the Company software and the expected performance and sequencing of BINANCE contract calculations. Despite the best e orts of the Company team, the risk of known or new mining attacks exists.
Risks associated with the BINANCE protocol	Both FILIPCOINs and our ecosystem are based on the BINANCE protocol. Therefore, any malfunction, unplanned function or unexpected operation of the BINANCE protocol may cause our ecosystem or FILIPCOINs to malfunction or operate in a way that is not expected. Ether, the native BINANCE Protocol account unit may itself lose value in a similar way to FILIPCOINs, and also in other ways. For more information on the BINANCE protocol, see https://academy.binance.com/en/articles
Risks associated with your credentials	In the context of your access to the Company’s ecosystem, you may be linked to the Company’s accounts. You can only access that account using your credentials. The loss of these credentials could result in the loss of the FILIPCOINs. You are therefore advised to store your credentials securely in one or more backup locations. Any third party that obtains access to your credentials or private keys may be able to use your FILIPCOINs. To minimize this risk, you must protect itself against people gaining unauthorized access to their electronic devices.
Key staff retention	As a technology start-up, we have a number of key staff that are considered critical to the ongoing success of the business. There is a risk that one or more of these staff could leave for a competitor or to start a rival project. This could lead to a delay in data going live, and/or additional costs.
Unforeseen risks	Crypto-currencies and cryptographic tokens are a cutting-edge, untested technology. In addition to the risks stipulated above, there are other risks that the Company team cannot predict. Risks may also occur as unanticipated combinations or as changes in the risks stipulated herein. In addition to the risks included in the above discussion of risk factors, there are other risks associated with the purchase, holding, and use of the FILIPCOINs, including those that the Company cannot anticipate. Such risks may further appear as unanticipated variations or combinations of the risks discussed above.
Risk of winding-up of the Company project	For a number of reasons including those identified here, the Company project may no longer be a viable activity and may be dissolved or simply not launched.

Acknowledgment and Express Assumption of Risks

BY PURCHASING FILIPCOINs, THE BUYER EXPRESSLY ACKNOWLEDGES AND ASSUMES THE RISK FACTORS OUTLINED ABOVE.

In participating to the Token Sale, the Buyer is made aware of the above risks. Those risks are explicitly accepted by the Buyer when participating to the Token Sale. The Company expressly disclaims any liability for any direct or indirect loss or damage of any kind arising directly or indirectly from the realization of any of those risks.

You, the Buyer, expressly acknowledge the risk factors associated with our ecosystem development project as presented in above and that this project may therefore not come to fruition as described or may have to be partially abandoned due to technical or financial constraints, without the FILIPCOINs being actively used in our ecosystem or used in a different context. In such a case, the Buyer expressly acknowledges and accepts as an essential condition of the T&C that it will not be entitled to sue or bring any direct or indirect legal action before the courts, either in the Republic of the Philippines or abroad, against the Company, or any current or former employees, officers, directors, partners, trustees, representative, agents, advisers, contractors, or volunteers of the Company in the event of the non-performance, non-deployment or non- implementation of our ecosystem, even in cases where your FILIPCOINs have lost some or all of their value.

In addition, the Company may not be held liable for any of the following:

(a) use of services that are not compliant with these T&C;

(b) non-performance, failure, malfunction or unavailability of the services due to a third party, the Buyer, a third-party product, or your breach of its obligations;

(c) indirect damages such as business loss or disturbance, loss of orders, operating loss, infringement of trademark, loss of profits, disclosure or unlawful or fraudulent use of user credentials by you or third parties;

(d) suspension of access or temporary or permanent suspension of services (in particular, arising from a request issued by an appropriate administrative or judicial authority, or notification received from a third-party;

(e) loss, alteration or destruction of all or part of the content (information, data, applications, les or other items) hosted on the Site, insofar as the Company is not responsible for managing the continuity of client activities, and data back-ups in particular;

(f) mismatch between the services and your needs (in particular, with regard to the sensitivity of the relevant data), security incidents relating to use of the Internet, concerning in particular the loss, alteration, destruction, disclosure or unauthorized access to your data or details on or via the Internet;

damage to systems, applications and other items installed by the Buyer on the infrastructure