MRGNT

Risk Factors

Risk Associated with MRGNT Song Tokens

Please read these Risk Associated with MRGNT Song Tokens very carefully, as they relate to your purchase, ownership, listing, sale, transfer and/or other disposition of Limited Digital Assets (“LSAs”), a type of nonfungible token (“Song Token”), that are purchased, listed or sold on any website, mobile application, web application, decentralized application, smart contract, API or other platform, application or service (collectively, the “MRGNT Platform”) offered by or associated with MEXICANFT S.A DE C.V, corporación with headquarters en México (“MRGNT”).

MRGNT Makes No Representations or Warranties

MRGNT makes no representations or warranties, express or implied, written or oral, made by or on behalf MRGNT in connection therewith, including any representations or warranties of title, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any LDA or work, smart contract code, or software.

Further, MRGNT makes no representations or warranties regarding the value or performance of any LDA, the amount of royalties any LDA will accrue, if any, or the performance of any music underlying an LDA, including the amount a song or album may be streamed. All estimates, projections, or forecasts on the MRGNT Platform are for informational purposes only. Many factors, including but not limited to those discussed herein, could cause actual streaming results and royalty payouts to differ materially from any estimates contained on the MRGNT Platform.

MRGNT Does Not Provide Investment Advice

MRGNT does not provide any investment advice or make any investment recommendations to any persons, ever, and no communication through the MRGNT Platform or any other medium should be construed as such. All information provided on the MRGNT Platform is for informational purposes only. You should not take, or refrain from taking, any action based on any information contained on the MRGNT Platform, To be clear: under no circumstances will the operation of all or any portion of the MRGNT Platform be deemed to create a relationship that includes the provision or tendering of advice.

The Purchase Price of Your LDA May Not be Fair and MRGNT Does Not Guarantee the Value of LDAs

The prices of digital assets are extremely volatile. You acknowledge and consent to the risk that the price of an LDA purchased on the MRGNT Platform may have been and/or will be influenced by activity outside of the control of MRGNT or the MRGNT Platform. For example, fluctuations in the price of other digital assets could materially and adversely affect the value of your LDAs, which may also be subject to significant price volatility. Further, you may be unable to sell your LDAs and there is no guarantee that the market for any LDA will be active and liquid or permit you to liquidate LDAs when desired or at favorable prices.

Digital assets could also be impacted by one or more regulatory inquiries, regulatory actions, or legislative policies (discussed further herein) which could impede or limit you ability to access or use your LDAs, the MRGNT Platform, or the blockchain networks on which the LDAs are compatible, which may include among others, Ethereum, Polygon, and Solana (“LDA Blockchain Networks”).

MRGNT does not represent, guarantee, or warrant the accuracy or fairness of the price of any LDA sold on the MRGNT Platform. You agree and acknowledge that MRGNT is not a dicuriary nor owes any duties to you, including the duty to ensure fair pricing of LDAs sold on the MRGNT Platform or to police user behavior on the MRGNT Platform.

You acknowledge the Financial Risk of LDAs

Use of the MRGNT Platform, including the creating, buying, selling or trading LDAs, may carry financial risk. LDAs are, by their nature, highly experimental, risky, and volatile. Furthermore, transactions carried through the MRGNT Platform are irreversible and final. There are no refunds.

You acknowledge and agree that you will access and use the MRGNT Platform at your own risk. The risk of loss in acquiring digital assets can be substantial. You should, therefore, carefully consider then creating, buying or selling LDAs is suitable for you in light of your circumstances and financial resources. By using the MRGNT Platform, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying LDAs. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your own evaluation of the merits and risks of any transaction conducted via the MRGNT Platform or any underlying LDA. You accept all consequences of using the MRGNT Platform, including the risk that you may lose access to your LDAs indefinitely. All transaction decisions are made solely by you. MRGNT accepts no responsibility whatsoever for your use of the MRGNT Platform for performing LDA transactions.

Royalties Associated with LDAs are not Guaranteed

MRGNT cannot guarantee that owners of LDAs will receive royalty payments, and under no circumstance does MRGNT ever represent or guarantee that owners of LDAs will receive any particular royalty payment amount. Numerous factors could negatively impact your ability to receive a royalty payment in connection with your ownership of an applicable LDA, including without limitation:

The music underlying your LDA may lose its distributor and for a period of time, or in perpetuity, may not have any bona fide distributor in place to distribute the music underlying your LDA.
An artist’s account with their distributor may be or become unrecouped. If an artist is unrecouped, royalty payments may not be paid to the artist or LDA owners until the artist is recouped under their respective deal
An artist’s distributor may have the right to withhold an artist’s royalties if the distributor receives a third-party claim that is related to any recording under the artist’s agreement. Further, if an artist is found to be infringing on a third party’s copyright (wherther rightfully or wrongfully) or settles such a claim, the artist may lose a portion of their copyright (and corresponding income interest), which may have a corresponding impact on any royalty payments.

You Are Responsible for Your Own Taxes

You are responsible to pay any and all sales, use value-added and other taxes, duties, and assessments now or hereafet claimed or imposed by any governmental authority associated with your use of the MRGNT Platform (including, without limitation, any taxes that may become payable as the result of your ownership, purchase, transfer, sale, or creation of any LDAs). You are solely responsible for determining what, if any, taxes apply to your transactions through the MRGNT Platform. You acknowledge and agree that MRGNT is not responsible for determining the taxes that apply to such transactions.

Increases in Digital Asset Prices and Transaction Volume Has Attracted Tax Authority Attention

As the laws governing digital assets are still evolving, the tax treatment of digital assets in various jurisdictions is subject to change. As there is considerable uncertainty over the taxation of digital assets, MRGNT cannot guarantee that digital assets like your LDAs will not be subject to further taxation in the future, including but not limited to additional taxes and increased tax rate. These events could reduce the economic return and increase the holding costs of digital assets, which could materially and adversely affect your LDAs

Artists Are Not Obliged to Promote Any LDA

Artists have no obligation to take any actions to promote any LDAs. The value of LDAs, and the royalties associated with them, if any, are determined by fan interest and by the streaming popularity of the music associated with the LDA based on algorithms created and utilized by streaming platforms such as Spotify and Apple Music. MRGNT cannot ensure and does not represent that any LDA will generate any amount of royalty payments, if any.

MRGNT Cannot Guarantee the Performance of Additional Benefits, Perks, or Experiences Associated with an LDA

The terms of certain LDAs may provide the holder of such LDAs with access to special or curated experiences or other benefits or perks (the “Additional Benefits”). You acknowledge that MRGNT cannot, and does not, make any guarantee as to the satisfaction or performance of the Additional Benefits associated with any LDA acquired via the MRGNT Platform and that there is a risk that the Additional Benefits associated with an LDA may not be fully performed or satisfied or performed or performed or satisfied at all. The performance of many Additional Benefits is completely outside of MRGNT’s control.

The MRGNT Platform Does Not Store, Send, or Receive LDAs

The MRGNT Platform does not store, send, or receive LDAs. This because LDAs exist only by virtue of the ownership record maintained on supporting LDA Blockchain Networks. Any transfer of LDAs occur within the supporting LDA Blockchain Network and not on the MRGNT Platform. Transactions in LDAs (including to and from MRGNT digital wallets) may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.

Internet Based Assets Are Inherently Risky

There are risks associated with internet based assets, including but not limited to, the risk of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. A significant disruption in internet connectivity could disrupt the network’s operations until the disruption is resolved and could have an adverse effect on the value of your LDAs. In addition, blockchain-based networks have been subjected to a number of denial-of-service attacks, which led to temporary delays in transactions. It is possible that such an attack could adversely affect the MRGNT Platform and your LDAs, including their value. You accept and acknowledge that MRGNT will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the MRGNT Platform or interacting with your LDAs, however caused.

MRGNT is Not Responsible for Technical Errors on Any LDA Blockchain Network

MRGNT IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF ANY LDA BLOCKCHAIN NETWORK OR THE METAMASK ELECTRONIC WALLET OR ANY LDA NETWORK-COMPATIBLE BROWSER OR WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE APPLICABLE LDA BLOCKCHAIN NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

Upgrades to a LDA Blockchain Network, a hard fork to such LDA Blockchain Network, or a change in how transactions are confirmed on such LDA Blockchain Network may have unintended, adverse effects on all blockchains using the ERC-20, ERC-721 or ERC-1155 standards, including the MRGNT Platform

Your LDAs May be Subject to Malfuction or May Function in Unexpected or Unintended Ways

Your LDAs, and any network with which your LDAs are interacting may malfunction or may function in unexpected or unintended ways. This may be caused by your LDAs, other networks, or a number of other causes, some of which are unforeseeable. Any malfunction or unintended function could result in the complete loss of your LDAs.

MRGNT and Your LDAs May be Subject to Security Weaknesses, Hackers, and Thefts

Hackers or other groups or organizations may attempt to interfere with MRGNT, your LDAs and/or your digital wallet in any number of ways, including denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks. There is a risk that your LDAs and the technology infrastructure may include security weaknesses or bugs, which may interfere with the use , or cause the complete loss, of your LDAs. Advances in cryptography may present risks yo cryptocurrencies, digital tokens (including Native Tokens), LDA Blockchain Networks, your LDAs, and MRGNT’s technology infrastructure, which may result in the theft or complete loss of your LDA’s

You Acknowledge The Risk of Smart Contracts and Blockchain Technology, and Assume the Risk of Interacting with Smart Contracts and Blockchain Technology

Transactions on the MRGNT Platform, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations on the MRGNT Platform utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. You acknowledge and agree that such technologies are experimental, speculative, and inherently risky. You acknowledge and agree that the MRGNT smart contracts may be subjected to bugs, malfunctions, timing errors, hacking and theft, or changed to the protocol rules of LDA Blockchain Networks (i.e., “forks”), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or LDAs, or lost opportunities to buy or sell LDAs. MRGNT assumes no liability or responsibility for any such smart contract or related failures, risks, or uncertainties.

Further, you hereby acknowledge and assume the risk of interacting with and participating in transactions on the MRGNT Platform and take full responsibility and liability for the outcome of any transaction you initiate, whether or not the smart contracts, the MRGNT Platform, or other participants on the MRGNT Platform behave as expected or intended. You hereby represent that you are knowledgable, experienced and sophisticated in using blockchain technology, the MRGNT Platform, and in initiating LDA Blockchain Network-based transactions.

YOU FURTHER REPRESENT AND WARRANT THAT YOU UNDERSTAND AND ARE WILLING TO ACCEPT THE RISKS ASSOCIATED WITH CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS SUCH AS THE SMART CONTRACTS, LDA BLOCKCHAIN NETWORKS, NON-FUNGIBLE TOKENS, AND THE INTERPLANETARY FILE SYSTEM AND THAT YOU HAVE A WORKING KNOWLEDGE OF DIGITAL ASSETS. SUCH SYSTEMS MAY HAVE VULNERABILITIES OR OTHER FAILURES, OR OTHER ABNORMAL BEHAVIOR. MRGNT IS NOT RESPONSIBLE FOR ANY ISSUES WITH SUCH SYSTEMS, INCLUDING FORKS. TECHNICAL NODE ISSUES OR ANY OTHER ISSUES AS A RESULT. YOU ACKNOWLEDGE THAT THE COST AND SPEED OF TRANSACTING WITH CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS SUCH AS LDA BLOCKCHAIN NETWORKS ARE VARIABLE AND MAY INCREASE AT ANY TIME. YOU FURTHER ACKNOWLEDGE THAT MRGNT IS NOT RESPONSIBLE FOR ANY OF THESE VARIABLES OR RISKS AND CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES THAT YOU EXPERIENCE WHILE ACCESSING THE MRGNT PLATFORM. ACCORDINGLY, YOU UNDERSTAND AND AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING AND INTERACTING WITH THE MRGNT PLATFORM.

MRGNT WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF ANY LDA BLOCKCHAIN NETWORK OR THE METAMASK ELECTRONIC WALLET OR ANY OTHER COMPATIBLE WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; © CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE MRGNT PLATFORM, LDA BLOCKCHAIN NETWORKS, THE METAMASK ELECTRONIC WALLET OR OTHER LDA BLOCKCHAIN NETWORK-COMPATIBLE BROWSER OR WALLET.

A Valid Netowrk Address is Required to Participate in the Distribution of LDAs, and You May Not Have The Skills Necessary to Secure LDAs or Collect Royalty Distributions Associated with LDAs

The LDAs will be delivered when and if an issuance on the applicable LDA Blockchain Network protocol occurs to a digital wallet address indicated by you at the time of purchase. The address you designate is the only address that will be allowed to claim LDAs at the time of distribution. If you lose access to the wallet address designated at the time of purchase, you may be unable to receive your LDAs. You will be required to claim LDAs in order to receive any royalty distributions. MRGNT will provide instructions to you about how to claim your LDAs prior to any royalties being distributed. If you are unable to follow those instructions, you may be unable to claim such royalty distributions.

Purchasing LDAs may require technical skill beyond what you possess. Securing or trading your LDAs or collecting royalty distributions relating to the LDAs requires working knowledge of blockchain technology, blockchain assets and their attendant systems and processes.

MRGNT Is Not Responsible for Your Digital Wallet on the MRGNT Platform

For certain qualified users of the MRGNT Platform, MRGNT may offer digital wallets or other custodial solutions, hosted by a third-party wallet provider, for such qualified users’ LDAs MRGNT does not have custody or control ober such wallets. You are solely responsible for the security of your MRGNT digital wallet, and any LDAs held in such MRGNT digital wallet. MRGNT WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSSES YOU INCUR AS A RESULT OF YOUR USE OF YOUR MRGNT DIGITAL WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THE THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE MRGNT PLATFORM, ANY MRGNT DIGITAL WALLET OR ANY LDA BLOCKCHAIN NETWORK.

There Are Risks to Digital Wallets and Storing Private Keys

You may also create and maintain your own digital wallets, such as MetaMask, which may be used to hold your LDAs. Vulnerabilities or errors in the computer code operating digital wallets can, and have in the past, resulted in the permanent loss of any digital assets held in those wallets. Vulnerabilities and exploits may permit bad actors to irreversibly transfer assets out of the wallet. Similarly, code errors and poorly constructed smart-contracts underlying the operation of digital wallets have in the past resulted in the “locking” of wallets, freezing assets in place permanently. This may effectively destroy the value of your LDAs held in your wallets, and such errors may never be reversible, or the assets rendered irretrievable. Further, physical or digital records of the private keys corresponding to digital wallets that store your LDAs should be safeguarded by using physical secured storage or encrypted digital storage methods. Any loss or theft of such records and/or backup records would adversely affect your LDAs.

The Ledger Showing the Distribution of LDAs Will be Publicly Available

The distributed ledger that will be used to record distributions of LDAs will be available to the public. The personal identity information necessary to associate a public key of an LDA with the owner may be restrained by MRGNT in a system that is not exposed to the public. This, distribution data with respect to LDAs can be viewed on any public blockchain explorer. Security breaches could result in theft of the information necessary to link personal identities with public keys, and the stolen information could be used to determine your complete LDA purchasing history.

Risk of MATIC’s Value Volatility

You understand that the value of MATIC is subject to volatility, trading independently across multiple trading platforms. The MRGNT platform represents the value of MATIC at the current market price, however this may not reflect real-time fluctuations in other trading venues. If the price of MATIC varies significantly from the displayed value on the MRGNT Platform, there may be discrepancies in the conversion of MATIC to other currencies. You acknowledge and understand that MRGNT is not responsible for the value of MATIC or any significant value fluctuations, and cannot be held liable for any resulting losses due to such volatility.

Risk of Delayed or Incorrect Price Quotations

You understand that MRGNT utilizes asset price quotes from third parties for the calculation of USD Value on the MRGNT Platform for certain assets, including ETH, MATIC, and USDC. MRGNT uses commercially reasonable efforts to keep suck asset price wuotes up to date, but such third parties are not controlled by MRGNT and MRGNT is not responsible for any losses caused by any price delays or errors in the asset price quotes, or from MRGNT’s use of such asset price quotes in its calculation and display of USD value, from such third parties

Gas Fees Fluctuate and are Unpredictable

Certain transactions on the MRGNT Platform, including without limitation minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by smart contracts existing on LDA Blockchain Networks. Each LDA Blockchain Network generally requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on such LDA Blockchain Network, and thus such transaction occurring on the MRGNT Platform. If you initiate a transaction on an LDA Blockchain Network you may have to pay fees in the form of such LDA Blockchain Network’s native token (“Native Tokens”). These Gas Fees are paid to validate a transaction, and is entirely outside of the control of MRGNT or the MRGNT Platform. MRGNT does not estabñlish the amount of Gas Fees required to complete a transaction and there is no limit on the Gas Fees a transaction may need to complete in a timely manner.

You acknowledge that under no circumstance will a contract, agreement, sale, offer, bid or other transaction on the MRGNT Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to you. You also acknowledge and agree that gas is non-refundable under all circumstances.

Regulations Governing Blockchain Technologies, Tokens, and Other Digital Assets are Uncertain

Regulation of blockchain technologies and digital assets is evolving, varies significantly among international, federal, state, and local jurisdictions, and is subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may adopt laws, regulations, guidance, interpretations, or other actions which may severely impact the development, growth, adoption and support of your LDAs. Such actions may materially and adversely impact the value of the currency in thich your LDAs may be exchanged, the liquidity of your LDAs, the ability to access marketplaces or exchanges on which to trade your LDAs, and the structure, rights, and transferability of your LDAs.

Regulation of blockchain technologies and digital assets is also uncertain and subject to change in many foreign jurisdictions in which LDAs may be bought or sold. Foreign jurisdictions may adopt laws, regulations, interpretations, or directives that affect your LDAs. Such laws, regulations or directives may conflict with those of the United States. Any future regulatory change could have materially adverse effects on the development, growth, adaptation, and support of your LDAs.

IN ADDITION TO THE RISKS LISTED ABOVE, RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN, OR WHICH ARE NOT SUMMARIZED ABOVE, MAY ALSO HAVE AN ADVERSE EFFECT ON YOUR PURCHASE AND OWNERSHIP OF YOUR LDAS.