This Risk Disclosure is provided by Vesta Global Holding Ltd, a company incorporated in the British Virgin Islands with company number 2180055, which operates VestaScan ("VestaScan", "we" or "us"). It forms part of our Terms of Service. Capitalised terms not defined here have the meaning given in the Terms of Service.
Please read this document carefully before using the Platform, and in particular before creating, buying, holding or transferring any Token or Digital Asset. It describes many of the main risks, but it cannot describe every risk. New risks may arise, and the risks below may combine in ways that are hard to predict.
You could lose all of the money or Digital Assets you put in. Only participate with money you can afford to lose entirely. If you are unsure whether a Token or activity is suitable for you, obtain independent professional advice before acting.
1. Our role and its limits
- We are a technology provider only. VestaScan provides software. We do not issue, sell, offer, recommend, broker, underwrite or manage any Token or investment, and we are not a party to any sale between an Issuer and an Investor.
- We are not regulated as a financial firm. We do not hold any licence or registration as a broker-dealer, exchange, investment adviser, fund manager, custodian, bank, payment institution or virtual asset service provider. You do not benefit from the protections that apply when dealing with a regulated firm, such as:
- suitability and appropriateness assessments;
- client money and client asset protections;
- complaint schemes and ombudsman services;
- investor compensation or deposit insurance schemes.
- We do not give advice. Nothing on the Platform is investment, legal, tax or financial advice, or a recommendation.
- Issuers are responsible for their offerings. Each Issuer is solely responsible for ensuring that its Token and offering are lawful and accurately described, and that it holds the legal rights needed to sell in each jurisdiction. We do not check, and cannot guarantee, that any Issuer has done so.
2. General investment risks
- Total loss. Investments in early-stage companies, private assets and tokenised interests are speculative. Many fail. You may lose your entire investment.
- Illiquidity. There is usually no public market for Tokens on the Platform, and one may never develop. Tokens are restricted-transfer tokens that can generally only be transferred to wallets approved (whitelisted) by the Issuer, and may be subject to lockups. You may be unable to sell or transfer a Token for a long time, or at all.
- Valuation and declared prices. Prices, valuations and offering terms shown for a Token are declared by the Issuer. There is no independent price feed, liquidity pool or market behind them. A declared price is not evidence of what a Token is worth or what anyone would pay for it.
- Dilution. If a Token is mintable, the Issuer may create additional tokens up to the token's cap, reducing your proportional interest.
- Issuer risk. The value of a Token depends on the Issuer and any underlying asset or business. These may underperform, become insolvent, be mismanaged, or be involved in fraud. An Issuer may fail to honour its obligations to holders, including any promised distributions, redemptions or information rights.
- Limited information. Issuers may be private, early-stage businesses that publish limited, unaudited or out-of-date information. Information on the Platform and in Data Rooms is provided by Issuers and is not verified by us.
- No guaranteed returns. Any projected return, yield, dividend or distribution is not guaranteed. Past performance is not a reliable indicator of future results.
- Concentration. Investing a large share of your assets in a single Token or Issuer increases your risk.
3. Legal and regulatory risks
- Uncertain legal status. Tokens may be treated as securities, financial instruments, collective investment schemes, virtual assets or other regulated products, and different countries may classify the same Token differently. If an offering breaches the law, authorities may restrict, suspend or unwind it. You may also lose some or all of your investment.
- Legal rights may differ from on-chain records. A Token is a record on a blockchain. Whether it gives you any enforceable legal right to an underlying asset, share, debt, revenue or other interest depends entirely on the Issuer's legal documentation and on applicable law. It may not give you legal title to anything. Structures using special purpose vehicles or holding companies add further legal and counterparty risk.
- Changing laws. Laws and regulatory approaches to tokenisation, digital assets and blockchains are developing quickly and may change in ways that adversely affect Tokens, Issuers, Investors or the Platform. This could include features being restricted or withdrawn.
- Your own eligibility. You are responsible for confirming that you are legally permitted to buy and hold a Token where you live. This includes any investor-status rules, such as professional, sophisticated or accredited investor requirements. The Platform is not available in Restricted Jurisdictions. Completing identity verification with us does not mean you are legally permitted to invest.
- Tax. The tax treatment of Tokens and Digital Assets is complex and varies by country. You are responsible for your own tax obligations and should seek tax advice.
4. Risks from Issuer powers in Token smart contracts
Depending on how an Issuer configures its Token, the Issuer (or whoever controls its administrative wallets) may be able to do any of the following without your consent:
- Revoke (claw back) tokens from your wallet;
- Mint additional tokens, diluting existing holders;
- Pause all transfers of the Token;
- Remove your wallet from the whitelist, preventing you from transferring or receiving tokens;
- Set or change lockups that prevent you from transferring tokens until a release date. Lockups apply per wallet address, so all of your tokens of a given type in that wallet share the same release time;
- Change the compliance module, introducing new transfer rules.
You should check which of these powers a Token has before acquiring it. Where a Token is designed to support legitimate actions (for example, recovering tokens under a court order), these powers may also be misused, or exercised by someone who has gained unauthorised control of the Issuer's wallets. VestaScan does not control Issuers' tokens and cannot reverse any of these actions.
5. Platform signals are not indicators of quality
The following are not endorsements, recommendations or reliable indicators of the quality, legitimacy, value or demand for a Token:
- Verification badges. A "Verified" or similar badge is a trust signal from our compliance review team based on limited checks. It is not a legal or regulatory approval, an audit or a guarantee, and may be withdrawn.
- Technical (on-chain) verification. This confirms only that a contract matches our templates. It says nothing about the Issuer, the asset or the offering.
- Promoted and featured placements. Some Token placements or promotion may be included in paid plans or partner services. A promoted or featured Token is not recommended by us.
- Backings, comments, rankings, view counts and enquiry or interest activity. These are user-generated or Platform-generated signals. They may be inaccurate, biased, coordinated or paid for, and are not evidence of genuine investor demand.
- The AI Assistant. Its answers are generated automatically by third-party AI models and may be wrong or out of date.
6. Blockchain and technology risks
- Smart contract risk. Smart contracts, including our templates and sale contracts, may contain bugs or vulnerabilities, or behave unexpectedly, even after testing and audits. Deployed contracts are often immutable and cannot be fixed. Exploits can cause permanent loss.
- Irreversible transactions. Blockchain transactions generally cannot be reversed. Sending Tokens or Digital Assets to a wrong, unsupported or mistyped address, or on the wrong network, may result in permanent loss.
- Network risk. Blockchains may experience congestion, high or volatile fees, outages, forks, reorganisations, consensus failures or attacks. Any of these can delay or prevent transactions or change their outcome. A network we support may be discontinued.
- Public data. Wallet addresses, balances, whitelist status and transactions recorded on public blockchains are visible to anyone, permanently, and may be linked to your identity.
- Gas fees. Transactions require network fees paid in the network's native asset. Gas sponsorship provided by VestaScan is limited and may be changed or withdrawn. Without it, you will need native assets to transact.
- Third-party infrastructure. The Platform relies on third-party authentication, wallet, node, indexing, payment and cloud providers. Their failure, compromise or withdrawal could prevent you from accessing your Account or Wallet, or from completing transactions.
- Cybersecurity. The Platform, third-party providers and your own devices may be targeted by hackers, phishing, malware, social engineering and other attacks. We will never ask for your private keys or seed phrase.
- Availability. The Platform may be unavailable, slow or contain errors, including during maintenance, attacks or provider outages.
7. Wallet and key risks
- Non-custodial means you are responsible. VestaScan does not hold your private keys and cannot recover your Wallet. If you lose your sign-in method, device, passkey, keys or recovery credentials, you may permanently lose access to your Wallet and any Digital Assets in it.
- Separate accounts. Different sign-in methods (for example Google and email) may create different Accounts with different Wallets. Signing in with the wrong method may make it appear that your assets are missing.
- Embedded and smart contract wallets depend on third-party wallet and account-abstraction infrastructure, which carries its own technical and operational risks.
- Compromise. Anyone who gains control of your sign-in method or keys can move your Digital Assets.
8. Digital asset and stablecoin risks
- Volatility. The value of Digital Assets, including the native assets used for gas, can change rapidly and significantly.
- Stablecoins are not risk-free. Stablecoins (such as USDC or USDT) may lose their peg, be frozen or blacklisted by their issuers, or be affected by the failure or regulation of their issuer or reserves. A stablecoin issuer could freeze funds held in a wallet or smart contract.
- Wallet catalogue. Third-party tokens shown in your Wallet are displayed for convenience. Their inclusion is not an endorsement, and any price shown may be unavailable, delayed, inaccurate or declared by the token's deployer.
9. Direct Purchase risks (where available)
If you acquire Tokens through Direct Purchase, these additional risks apply:
- Payment conversion. Payments in Digital Assets other than the settlement stablecoin may be converted, bridged or routed by third-party payment providers. Those providers may charge fees, apply exchange rates or slippage, or fail. If a payment cannot be completed, it may be returned to you in a different asset or on a different network than you paid from, depending on the provider.
- Escrow and delivery window. Your payment is held by a smart contract until the Tokens are delivered. If delivery does not happen, your payment is returned by refund or can be reclaimed by you after the delivery window ends. Until then, your funds are locked and exposed to smart contract and stablecoin risk.
- Holds and freezes. Orders may be placed on hold for compliance review, or refused, after you have paid. Where a confirmed sanctions match occurs, funds may be frozen and released only under a legal instruction. This could take a long time or, where the law requires, may never happen.
- Price and terms changes. If an Issuer changes its price or sale terms while you are paying, your payment may be rejected and returned.
- Signing documents. You will be bound by the subscription and other documents you sign with the Issuer. Read them carefully. Rights of withdrawal or cooling-off may not apply.
- After delivery. Once Tokens are delivered and payment released, the transaction cannot be reversed by VestaScan. Delivery does not change any of the risks in this document, including the Issuer powers in Section 4.
10. Risks for Issuers and Deployers
If you deploy or offer a Token, you also face risks, including:
- Legal liability. If your offering breaches securities, financial promotion, anti-money laundering, consumer, tax or other laws, you, and potentially your directors personally, may face civil claims, regulatory enforcement, fines or criminal penalties.
- Immutability. Once deployed, your Token's configuration may not be changeable, and errors may be permanent.
- Key loss or compromise. Losing the Wallets that hold your Token's administrative roles may leave you unable to manage it. If they are compromised, an attacker could mint, revoke, pause or otherwise misuse your Token.
- Public exposure. Information about your Token, its holders' wallet addresses and balances, and your administrative actions is publicly visible on the blockchain.
- Platform dependency. We may change, restrict or discontinue features, plans, gas sponsorship or supported networks, and may delist Token pages that breach our Terms. Your Token will continue to exist on-chain, but Platform features may no longer be available for it.
11. Third-party and partner services
Certain services, such as concierge, structuring, documentation, entity formation, banking introductions, promotion and co-listing, are delivered with independent partners. Their performance, fees, conduct and regulatory status are their responsibility. No outcome, such as a bank account, listing or investment, is guaranteed.
12. Conflicts of interest
You should be aware of the following:
- Issuer fees. We earn subscription fees from Issuers, and may earn platform fees on Direct Purchases. This means we benefit commercially from Issuers using the Platform and from Tokens being sold.
- Partner fees. We may receive fees or other benefits from partners in connection with concierge and partner services.
- Promotion. Promotion and featured placement may form part of paid plans.
- Holdings. VestaScan, its affiliates, partners or personnel may hold, acquire or be associated with Tokens or Issuers on the Platform. This includes holdings acquired as part of partner or concierge arrangements.
We do not recommend any Token, whatever our commercial interests.
13. Your acknowledgement
By using the Platform, and in particular by accepting this Risk Disclosure, you confirm that:
- you have read and understood this Risk Disclosure;
- you understand that you may lose all of your investment, and that Tokens may be illiquid, restricted and subject to Issuer powers;
- you are solely responsible for your decisions, your own due diligence, your Wallet security and your compliance with the laws that apply to you;
- you are not relying on VestaScan for any advice or recommendation;
- you are not located in, or resident in, a Restricted Jurisdiction.
Questions about this Risk Disclosure can be sent to contact@vestascan.com.