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Risk Disclosure

This document sets out material risks associated with purchasing, holding, and using CSS Capital NFT Membership Passes. Please read this disclosure carefully before making any purchase.

Effective Date: 24 March 2025 Last Updated: 24 March 2025

⚠ IMPORTANT: NFTs and digital assets are highly speculative and carry significant risk of loss. You may lose the entire value of any amount paid. CSS Capital is not a licensed financial institution and does not provide investment advice. Only spend funds you can afford to lose entirely.

1. General Risk Notice

Before purchasing a CSS Capital NFT Membership Pass or accessing any associated Services, you must carefully consider whether your financial situation, experience, and risk tolerance permit you to do so. The purchase of NFTs involves significant financial risk.

This Risk Disclosure does not purport to be exhaustive. Additional risks may arise from circumstances not currently known to us or that we currently do not consider material. By proceeding with a purchase, you confirm that:

  • You have read and understood this entire Risk Disclosure;
  • You understand and accept the risks described herein;
  • You have obtained independent financial, legal, and tax advice where appropriate;
  • You are capable of bearing the full economic loss of your purchase.

2. Digital Asset and Cryptocurrency Risks

Extreme Price Volatility

Digital assets including ETH, MATIC, USDC, and related tokens can experience dramatic price swings of 50–90% or more within short periods. The USD cost of a gas fee or crypto-denominated purchase may differ significantly from estimates at the time of confirmation.

No Central Authority or Guarantor

Blockchain networks operate without central control, government insurance, or deposit protection schemes. There is no equivalent of bank deposit insurance (such as FDIC or FSCS) for digital assets.

Irreversibility of Transactions

Blockchain transactions are final and irreversible once confirmed. Transactions sent to incorrect addresses, or mistakenly approved, cannot be reversed. CSS Capital has no ability to recall or reverse on-chain transactions.

Gas Fee Fluctuations

Network transaction fees ("gas") are determined by network demand and are unpredictable. High network activity can significantly increase gas costs, in some cases making the cost of a transaction exceed the value of the purchase.

3. NFT-Specific Risks

Zero Fundamental Value

NFTs are not financial instruments and carry no intrinsic or guaranteed monetary value. The value of an NFT is entirely dependent on subjective market demand. NFTs may become worthless at any time.

No Right to Underlying Assets

Ownership of a CSS Capital NFT Membership Pass does not confer any equity interest, ownership in CSS Capital, right to dividends, voting rights, or claim to any asset held by CSS Capital.

Metadata and Content Dependency

NFT metadata, artwork, and associated files may be hosted on centralized or decentralized servers (including IPFS). If these hosting services become unavailable, the associated media may no longer be accessible, while the token itself remains on-chain.

Thin Secondary Market

There is no guarantee that a secondary market for CSS Capital Membership Passes will develop or remain liquid. You may be unable to sell your Pass at any price at the time of your choosing.

Counterfeit and Impersonation Risk

Fraudulent NFTs impersonating legitimate collections may exist on secondary marketplaces. Always verify the official CSS Capital contract address before purchasing on any secondary market.

4. Market and Liquidity Risk

CSS Capital Membership Passes may be illiquid or entirely unmarketable at any given time. Factors that may affect liquidity include:

  • Reduction or cessation of CSS Capital's community operations;
  • Broader NFT market downturns or loss of public interest;
  • Regulatory actions restricting NFT trading in relevant jurisdictions;
  • Technical failures on secondary marketplace platforms;
  • Expiry of time-limited Passes reducing their perceived value on secondary markets.

Past trading volumes or prices of similar NFT collections are not indicative of future liquidity or value of CSS Capital Passes.

5. Technology and Smart Contract Risks

Smart Contract Bugs

NFTs are minted and governed by smart contracts deployed on blockchain networks. Despite reasonable testing, smart contracts may contain undiscovered bugs or vulnerabilities that could result in loss of tokens or unexpected behavior.

Network Outages and Congestion

Blockchain networks can experience congestion, downtime, or forks. During such events, transactions may be delayed, fail, or be processed at unexpectedly high costs.

Protocol Changes

Blockchain protocols (Ethereum, Polygon) may undergo software upgrades, hard forks, or governance changes that could affect the functionality or value of tokens on those networks.

Platform Downtime

The CSS Capital website and related infrastructure may experience planned or unplanned downtime. We do not guarantee 100% availability of the Platform or community channels.

6. Regulatory and Legal Risk

The regulatory environment for NFTs, digital assets, and blockchain technology is evolving rapidly and varies significantly across jurisdictions. Relevant considerations include:

EU Markets in Crypto-Assets (MiCA) Regulation

The EU MiCA Regulation (EU 2023/1114) introduces a comprehensive framework for crypto-assets. CSS Capital's NFT Membership Passes may fall within or outside the scope of MiCA depending on their classification. Regulatory classifications may change, potentially subjecting our operations to licensing requirements or restrictions.

Classification as Financial Instruments

Regulators in various jurisdictions may reclassify certain NFTs as financial instruments, securities, or investment products. Such reclassification could result in restrictions on trading, additional compliance requirements, or the cessation of some Services.

Jurisdiction-Specific Prohibitions

Certain countries have prohibited or severely restricted NFT trading, crypto payments, or related activities. It is your responsibility to ensure that using CSS Capital's Services is legal in your jurisdiction.

AML/KYC Regulatory Changes

Future changes to anti-money laundering or know-your-customer regulations may require CSS Capital to implement additional verification procedures, potentially restricting access for users who cannot or choose not to complete such verification.

Taxation Changes

Tax treatment of NFTs and digital assets is subject to ongoing change across all jurisdictions. New or revised tax obligations could materially affect the economics of your purchase or holding of Membership Passes.

7. Operational Risk

Business Continuity

CSS Capital may suspend, restructure, or cease operations for business, legal, or regulatory reasons. In such an event, community access would terminate, and there is no guarantee of any refund or compensation for unexpired Membership Passes.

Changes to Community Content

The quality, quantity, and type of content accessible through CSS Capital community channels may change over time. Analysts, contributors, or content sources may become unavailable. We make no guarantees as to the ongoing quality or volume of community content.

Key Person Risk

CSS Capital's community value may depend on the continued involvement of certain key individuals. Loss of any such person could materially affect the quality of the Services.

8. Tax Risk

The tax treatment of NFTs and digital asset transactions varies significantly across jurisdictions and is subject to change. Potential tax events may include:

  • Capital gains tax on the sale or transfer of an NFT;
  • Income tax on profits treated as trading income;
  • Value-added tax (VAT) or goods and services tax (GST) on purchases;
  • Inheritance tax implications;
  • Reporting obligations for digital asset holdings.

You are solely responsible for understanding and meeting your tax obligations. CSS Capital does not provide tax advice. We strongly recommend seeking advice from a qualified tax professional before transacting.

9. Security and Custody Risk

Wallet Security

If your private keys or seed phrase are lost, stolen, or compromised, you may permanently lose access to your NFTs. CSS Capital cannot recover lost wallets. We strongly recommend using hardware wallets and maintaining encrypted backups of all credentials.

Phishing and Social Engineering

Bad actors may attempt to impersonate CSS Capital staff, administrators, or community members in order to steal your wallet credentials or NFTs. CSS Capital will never ask for your private key or seed phrase under any circumstances.

Third-Party Wallet Risk

Third-party wallet providers (such as MetaMask, Coinbase Wallet, etc.) may be subject to their own bugs, vulnerabilities, regulatory actions, or service terminations. CSS Capital is not responsible for risks arising from third-party wallet software.

10. Community Access and Service Risk

Community access is provided as a service benefit accompanying the NFT, not as a standalone contractual entitlement. As a result:

  • CSS Capital reserves the right to modify, limit, or discontinue specific community features;
  • Access to specific channels (e.g., Telegram, Discord) is subject to the terms of those third-party platforms;
  • Community channels may be suspended or removed by third-party platforms for reasons outside CSS Capital's control;
  • Content quality depends on market conditions and contributor availability and may vary.

11. Third-Party and Counter-Party Risk

CSS Capital relies on various third-party service providers, including:

  • Blockchain infrastructure (Ethereum, Polygon) — not controlled by CSS Capital;
  • Payment processors — subject to their own policies and outages;
  • Secondary NFT marketplaces (e.g., OpenSea) — independently operated platforms with their own risks;
  • Cloud hosting providers — may experience outages or discontinue services.

Disruptions or failures by any third-party provider could adversely affect our Services. CSS Capital does not guarantee the performance or availability of any third-party service.

12. Information and Signal Risk

Any market commentary, signals, or research provided through CSS Capital community channels:

  • Is provided for informational purposes only and does not constitute investment advice;
  • May be incorrect, incomplete, delayed, or based on information that later proves inaccurate;
  • Reflects the opinion of individual analysts and does not represent the view of CSS Capital as an institution;
  • Should not be relied upon as the sole basis for any financial decision;
  • Is subject to conflicts of interest — analysts may hold positions in assets they discuss.

Acting on any content in our community channels is entirely at your own risk. Past analytical performance does not guarantee future accuracy.

13. Cybercrime and Fraud Risk

The digital asset industry is frequently targeted by cybercriminals. Risks include:

  • Phishing websites and fake social media accounts impersonating CSS Capital;
  • Malicious smart contracts designed to drain wallets upon interaction;
  • "Rug pulls" by unaffiliated NFT projects using similar naming or branding;
  • Fake "CSS Capital" Telegram or Discord channels not affiliated with us;
  • SIM-swapping attacks targeting your phone-linked accounts.

Always verify you are interacting with official CSS Capital channels listed on our website. Our official Telegram is t.me/+ZmGa1XwgB2VhNmVi.

14. Force Majeure

CSS Capital shall not be liable for any failure or delay in performance of its obligations caused by events beyond its reasonable control, including but not limited to:

  • Acts of God, natural disasters, or extreme weather events;
  • Government actions, sanctions, or changes in law;
  • Blockchain network failures, hard forks, or consensus failures;
  • Widespread cybersecurity attacks or infrastructure failures;
  • Pandemic, civil unrest, or war;
  • Decisions by third-party platform providers (Telegram, Discord, cloud hosts) to terminate services.

15. Acknowledgement and Agreement

By purchasing a CSS Capital NFT Membership Pass, you acknowledge that you have read, understood, and accepted all risks described in this Risk Disclosure. You confirm that your purchase is made voluntarily, based on your own independent assessment and with full knowledge of the speculative nature of digital assets.

If you have any questions about the risks described in this document, please contact us before making a purchase: