$HUP Token Generation Event (TGE) Risk Factors

$HUP Token Generation Event (TGE) 
Risk Factors


June 14, 2021

It is imperative that all risk factors identified below along with all the information contained in the Terms of Use Agreement before deciding to participate in the $HUP Token ($HUP) TGE (the TGE). HUP.LIFE International Inc. (“The Company”) is registered in Ontario, Canada. To the best of The Company’s knowledge, all material risk factors that can influence your informed judgment to participate in the TGE have been outlined below. If any of the following considerations, uncertainties or material risks develops into actual events, the business, financial position and/or results of operations of the Company and the maintenance and level of usage of the HUP TRANSACTION PLATFORM and the HUP Tokens could be materially and adversely affected. In such cases, the price or market value of HUP Tokens (in the case where they are listed on a cryptocurrency exchange) may decline due to any of these considerations, uncertainties or material risks, and you may lose all or part of your HUP Tokens. 

Definitions
The “HUP Token” refers to a general-purpose cryptocurrency, implemented on the Binance Smart Chain (the “BSC Platform”) as a BEP-20 token. HUP Tokens are intended to be used for all transactions within an ecosystem comprised of digital services.

Risks Relating to Participation in the TGE 

HUP Token is not a currency issued by any national, supra-national or central bank or organization.

HUP Token is not backed by any hard assets nor other credit. 

There is no prior market for HUP Token and TGE may not result in either an active or liquid market for the HUP Tokens.

HUP will be priced independently by markets and exchanges, similar to any other cryptocurrency. The price of HUP will be mostly defined by external factors and market forces that are outside the control and purview of the Company.  

No assurance is given for approval of HUP trading on a cryptocurrency exchange.

In case an approval for HUP Token, trading is granted by a cryptocurrency exchange, there is no assurance that an active or liquid market for HUP Tokens will develop, or if developed, be sustained after the HUP Tokens are available for trading on a cryptocurrency exchange.

Trading of HUP Tokens will depend on the consensus of its value between market participants.

No one is obligated to purchase any HUP Token from any holder of HUP Token.

There is no guarantee of liquidity or market price of HUP Token at any extent at any time.

At any given time in transacting in HUP, there may be limited or no liquidity in the ability to buy and/or sell HUP to effectuate transactions. The Company bears no responsibility for this lack of liquidity in HUP nor in maintaining a support (floor) price for HUP at any time. Liquidity refers to the extent to which a market allows assets to be bought and sold at stable prices. Lower liquidity tends to result in a more volatile market (especially when large orders are placed), and it causes prices to change more drastically; whereas higher liquidity creates a less volatile market, and prices do not fluctuate as significantly.

There is no assurance that the market price of HUP Token will not decline below its original purchase price (Purchase Price).

The purchase price is not indicative of the market price of HUP Tokens after they have been made available for trading on a cryptocurrency exchange.

HUP Tokens may not be resold to any jurisdiction where the purchase/sale of HUP Tokens may be in violation of applicable laws (including but not limited to laws regulating financial market exchanges such as crypto exchanges and associated securities regulation). 

The Company cannot ensure that there will be any demand nor market for HUP Tokens, or that the Purchase Price is indicative of the market price of HUP Tokens after they have been made available for trading on a cryptocurrency exchange. 

Future sales or issuance of the HUP Tokens could materially and adversely affect the market price of HUP Tokens.

Any future sale or issuance of the HUP Tokens would increase the supply of HUP Tokens in the market and this may result in downward price pressure on the HUP Token. 

The sale or distribution of a significant number of HUP Tokens outside of the TGE (including but not limited to the sales of HUP Tokens undertaken after the completion of the token sale, issuance of HUP Tokens to persons other than purchasers for purposes of community initiatives, business development, academic research, education and market expansion and issuance of HUP Tokens as a reward to users of the  platform), or the perception that such further sales or issuance may occur, could adversely affect the trading price of the HUP Tokens.
 
Negative publicity or unfavorable press or media coverage may materially and adversely affect the price of the HUP Tokens.

Negative publicity involving the Company, the HUP TRANSACTION PLATFORM, or www.hup.life website or any of the key personnel of the Company or $HUP.

Regulation of crypto exchanges in the US or worldwide, and/or regulation of cryptocurrencies in the US or worldwide, may materially and adversely affect the market perception or market price of the HUP Tokens, whether or not it is justified. 

We may not be able to credit customer accounts for reward points generated and/or reward programs in the future.

There is no assurance that there will be sufficient engagement in the TRANSACTION PLATFORM such that you will receive any rewards anticipated to be distributed to active users of the HUP TRANSACTION PLATFORM.

Further, even in the event there is substantial engagement and interactions among the users and the HUP TRANSACTION PLATFORM, profits generated through the HUP TRANSACTION PLATFORM will not in any way, directly or indirectly, be allocated to users.

There is no assurance of any success of HUP TRANSACTION PLATFORM or any Future Business Line. The value of, and demand for, the HUP Tokens materially relies on the continuous and active engagement of its users in influencing and independently stablishing the value of the tokens.  

There is no assurance that the HUP TRANSACTION PLATFORM will gain traction after its launch and achieve any commercial success. 

There is no assurance that any of the business lines contemplated by $HUP will be launched and generate sufficient customer traction. 

There is also no assurance that the cryptocurrencies raised in the TGE will be sufficient for the development of the HUP TRANSACTION PLATFORM and/or for the proper structuring and licensing of the anticipated HUP TRANSACTION PLATFORM future anticipated business lines. 

For the foregoing or any other reason, any development of the HUP TRANSACTION PLATFORM and launch of the anticipated HUP TRANSACTION PLATFORM future business lines may not be completed and there is no assurance that it will be launched at all. As such, distributed HUP Tokens may hold little worth or value.

The funds raised in the TGE are exposed to risks of theft. The Company will make every effort to ensure that the funds received from the TGE will be securely held in an escrow wallet, which is a multi-signature address with access thereto by private keys held by reputable and trusted parties. Further, upon receipt of the funds from the Company, $HUP will make every effort to ensure that the funds received by it from the Company will be securely held through the implementation of security measures. Notwithstanding such security measures, there is no assurance that there will be no theft of the cryptocurrencies resulting from hacks, sophisticated cyber-attacks, distributed denials of service or errors, vulnerabilities or defects on the TGE website, in the smart contract(s) on which the escrow wallet and the TGE relies, on the BSC Platform or any other blockchain, or otherwise. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. In such event, even if the TGE is completed, the Company or $HUP may not be able to receive the cryptocurrencies raised and $HUP may not be able to use such funds for the development of the HUP TRANSACTION PLATFORM and API System and/or for launching any future business line, including but not limited to the structuring and licensing of the HUP TRANSACTION PLATFORM’s future business lines. In such case, the launch of the HUP TRANSACTION PLATFORM and the structuring and licensing of the HUP TRANSACTION PLATFORM’s future business lines might be temporarily or permanently curtailed. As such, distributed HUP Tokens may hold little worth or value.

You are purchasing not for the purpose of making an immediate resale to a person you actually know to be located in your jurisdiction and, for a period of ninety (90) days after the date of their purchase by you, you will not resell the HUP Tokens to a person you actually know to be located in your jurisdiction nor through the facilities of an exchange and/or market in your jurisdiction.


Risks Relating to the Escrow Wallet 

The private keys to the escrow wallet may be compromised and the cryptocurrencies may not be able to be disbursed. The escrow wallet is designed to be secure. Each of the holders of the three (3) private keys to the escrow wallet will use all reasonable efforts to safeguard their respective keys, but in the unlikely event that any two (2) of the three (3) keys to the escrow wallet are, for any reason whatsoever, lost, destroyed or otherwise compromised, the funds held by the escrow wallet may not be able to be retrieved and disbursed, and may be permanently unrecoverable. In such event, even if the TGE is successful, the Company will not be able to receive the funds raised and $HUP will not be able to use such funds for the development of the HUP Transaction Platform and the structuring and licensing of the HUP TRANSACTION PLATFORM’s future business lines. As such, distributed HUP Tokens may hold little worth or value. 


Risks Relating to www.hup.life and $HUP

The HUP TRANSACTION PLATFORM is developed, operated, and maintained by $HUP. Any events or circumstances which adversely affect $HUP and .com or any of its successor operating entities (collectively referred to herein as “$HUP” may have a corresponding adverse effect on the HUP TRANSACTION PLATFORM and any future business line, including but not limited to structuring and launch of the TRANSACTION PLATFORM’s future business lines. Such adverse effects would correspondingly have an impact on the utility, liquidity, and the trading price of the HUP Tokens.

$HUP may be materially and adversely affected if it fails to effectively manage its operations as its business develops and evolves, which would have a direct impact on its ability to maintain the HUP TRANSACTION PLATFORM and/or launch any future business lines.

The financial technology and cryptocurrency industries, and the legal crypto exchange markets in which $HUP competes have grown rapidly over the past five years and continue to evolve in response to new technological advances, changing business models, shifting regulations and other factors. As a result of this constantly changing environment, $HUP may face operational difficulties in adjusting to the changes, and the sustainability of $HUP will depend on its ability to manage its operations and ensure that it hires qualified and competent employees and provides proper training for its personnel. 

As its business evolves, $HUP must also expand and adapt its operational infrastructure. $HUP business relies on its blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology, and efficient real estate management. All of these systems, tools, and skillsets represent complex, costly, and rapidly changing technical infrastructure. To demonstrate continued ability to effectively manage technical support infrastructure for the HUP TRANSACTION PLATFORM, $HUP will need to continue to upgrade and improve its data systems and other operational systems, procedures, and controls. These upgrades and improvements will require a dedication of resources, are likely to be complex and increasingly rely on hosted computer services from third parties that $HUP does not control. If $HUP is unable to adapt its systems and organization in a timely, efficient, and cost-effective manner to accommodate changing circumstances, its business, financial condition, and results of operations may be adversely affected. 

If the third parties whom $HUP relies on are subject to a security breach or otherwise suffer disruptions that impact the services $HUP uses, the integrity and availability of its internal information could be compromised, which may consequently cause the loss of confidential or proprietary information, and economic loss. The loss of financial, labor or other resources, and any other adverse effect on $HUP’s business, financial condition and operations, would have a direct adverse effect on $HUP’s ability to maintain the HUP TRANSACTION PLATFORM and/or to structure and license the anticipated HUP TRANSACTION PLATFORM future business lines. Any adverse effects affecting $HUP’s business or technology are likely to also adversely impact the utility, liquidity, and trading price of the HUP Tokens. 

$HUP may experience system failures, unplanned interruptions in its network or services, hardware or software defects, security breaches or other causes that could adversely affect $HUP’s infrastructure network, and/or the HUP TRANSACTION PLATFORM.

$HUP. is unable to anticipate when there would be occurrences of hacks, cyberattacks, distributed denials of service or errors, vulnerabilities or defects in the HUP TRANSACTION PLATFORM, the smart contracts on which the Company, $HUP., or the HUP TRANSACTION PLATFORM relies or on the BSC Platform or any other blockchain. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. $HUP may not be able to detect such hacks, cyber-attacks, distributed denials of service errors vulnerabilities or defects in a timely manner and may not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession.

$HUP’s network or services, which would include the HUP TRANSACTION PLATFORM and, if successfully structured, licensed, and launched, the HUP TRANSACTION PLATFORM future business lines, could be disrupted by numerous events, including natural disasters, equipment breakdown, network connectivity downtime, power losses, or even intentional disruptions of its services, such as disruptions caused by software viruses or attacks by unauthorized users, some of which are beyond $HUP’s control. 

$HUP. has taken steps against malicious attacks on its appliances or its infrastructure, which are critical for the maintenance of the HUP TRANSACTION PLATFORM, there can be no assurance that cyber-attacks, such as distributed denials of service, will not be attempted in the future, that $HUP’s enhanced security measures will be effective. 

$HUP may be prone to attacks on its infrastructure intended to steal information about its technology, financial data or user information or take other actions that would be damaging to $HUP and/or holders of the HUP Tokens. Any significant breach of $HUP security measures or other disruptions resulting in a compromise of the usability, stability and security of the HUP TRANSACTION PLATFORM may adversely affect the utility, liquidity and/or trading price of the HUP Tokens. 

$HUP is dependent in part on the location and data center facilities of third parties HUP TRANSACTION PLATFORM current infrastructure network is in part established through servers which it owns and houses at the location facilities of third parties, and servers that it rents at data center facilities of third parties. If $HUP is unable to renew its data facility lease on commercially reasonable terms or at all, $HUP may be required to transfer its servers to a new data center facility and may incur significant costs and possible service interruption in connection with the relocation. These facilities are also vulnerable to damage or interruption from, among others, natural disasters, arson, terrorist attacks, power losses, and telecommunication failures. Additionally, the third-party providers of such facilities may suffer a breach of security as a result of third party action, employee error, malfeasance or otherwise, and a third party may obtain unauthorized access to the data in such servers. As techniques used to obtain unauthorized access to, or to sabotage systems change frequently and generally are not recognized until launched against a target, $HUP and the providers of such facilities may be unable to anticipate these techniques or to implement adequate preventive measures. Any such security breaches or damages which occur which impact upon $HUP’s infrastructure network and/or the HUP TRANSACTION PLATFORM may adversely impact the utility, liquidity, and/or trading price of the HUP Tokens. 

General global market and economic conditions may have an adverse impact on HUP Transaction Platform’s operating performance. General weaknesses in the economy may have a negative effect on $HUP’s business, operations, and financial condition, including decreases in revenue and operating cash flows, and inability to attract future equity and/or debt financing on commercially reasonable terms. Additionally, in a down-cycle economic environment, $HUP may experience the negative effects of a slowdown in trading and usage of the HUP TRANSACTION PLATFORM and may delay or cancel the structuring, licensing, and launch of the anticipated HUP TRANSACTION PLATFORM future business lines. 

Suppliers on which $HUP relies for servers, bandwidth, location, and other services could also be negatively impacted by economic conditions that, in turn, could have a negative impact on $HUP operations or expenses. There can be no assurance, therefore, that current economic conditions or worsening economic conditions or a prolonged or recurring recession will not have a significant adverse impact on $HUP’s business, financial condition, and results of operations and hence the HUP TRANSACTION PLATFORM and/or ability to structure, license and launch the HUP TRANSACTION PLATFORM future business lines. Any such circumstances would then correspondingly negatively impact the utility, liquidity, and/or trading price of the HUP Tokens. The Company, $HUP or the HUP Tokens may be affected by newly implemented regulations.

Cryptocurrency trading is generally unregulated worldwide and highly uncertain, while numerous regulatory authorities across jurisdictions have considered implementing regulatory regimes which govern cryptocurrency or cryptocurrency markets. Any such regulations could then negatively impact the utility, liquidity, and/or trading price of the HUP Tokens. The Company, $HUP or the HUP Tokens may be affected by newly implemented regulations.

The US experiences a liberalization of crypto exchange regulations at the State level, crypto exchange remains illegal at the federal level. The Company or the HUP Tokens may be affected by newly implemented regulations relating to legal crypto exchange industry, including having to take measures to comply with such regulations, or having to deal with queries, notices, requests, or enforcement actions by regulatory authorities, which may come at a substantial cost and may also require substantial modifications to the HUP TRANSACTION PLATFORM and/or the anticipated HUP TRANSACTION PLATFORM future business lines. This may impact the appeal of the HUP TRANSACTION PLATFORM and the anticipated HUP TRANSACTION PLATFORM future business lines for users and result in decreased usage of the HUP TRANSACTION PLATFORM and the HUP Tokens. 

Should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, maintaining the HUP TRANSACTION PLATFORM and structuring, licensing, and launching the HUP TRANSACTION PLATFORM, future business lines may no longer be commercially viable and the Company or $HUP may opt to discontinue the HUP TRANSACTION PLATFORM, the anticipated HUP TRANSACTION PLATFORM,  future business lines and/or the HUP Tokens. 

It is difficult to predict how or whether governments or regulatory authorities may implement any changes to laws and regulations affecting distributed ledger technology and its applications, including the HUP TRANSACTION PLATFORM, the anticipated HUP TRANSACTION PLATFORM future business lines and the HUP Tokens. The Company or $HUP 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 trading price of HUP Tokens will be adversely affected or HUP Tokens may cease to be traded. 

There may be unanticipated risks arising from the HUP Tokens Cryptographic tokens such as the HUP Tokens are a relatively new and dynamic technology. In addition to the risks included in the above discussion of Risk Factors, there are other risks associated with your purchase, holding and use of the HUP Tokens, including those that the Company and $HUP cannot anticipate. Such risks may further appear as unanticipated variations or combinations of the risks discussed above.