BlockClick Token Generation Event - Disclosure Document

Do not participate in this event until you have read and fully understand the Terms and Conditions, the White Paper and this Disclosure Document

This event is not open to residents or domiciliaries of the United States of America

1.

Company Disclosure

Key Stakeholders

BlockClick is a privately-owned company, registered in Australia and is compliant with all of the relevant obligations and requirements of the Australian Securities and Investments Commission 2001 (Cth) and the Corporations Act 2001 (Cth).

BlockClick was founded in 2017 and, as such, has no public financial information available. However, it has received funding from private investors to date and is running its operations from its cash reserves.

Background of Senior Managers and Directors

Background information on the directors and senior managers of BlockClick is provided in the White Paper on pages 16-17 available on blockclick.io website.

Material Litigation

BlockClick is not party to any litigation as at the date of publication of this Company Disclosure document.

2.

The BlockClick Tokens

By purchasing, holding and using BlockClick tokens, you expressly acknowledge that you are aware of the following:

The BLOCKCLICK tokens are not intended to be structured or sold as securities, commodities, digital currencies or any other form of financial or investment product. Accordingly, none of the information presented by BlockClick in respect of the BLOCKCLICK tokens is intended to form the basis for any investment decision, and no recommendations are intended. BlockClick expressly disclaims any and all responsibility for any direct, indirect or consequential loss, damage, cost or expense of any kind whatsoever arising directly or indirectly from, or otherwise in connection with:

  1. reliance on any information contained herein;

  2. any error, omission or inaccuracy in any such information; or

  3. any action resulting from such information.

Ownership of BLOCKCLICK tokens carries no rights, express or implied, other than the right to use the BLOCKCLICK tokens as a means to enable usage of and interaction with the BlockClick Platform (Ecosystem), if successfully completed and deployed. In particular, you understand and accept that the BLOCKCLICK tokens do not represent or confer:

  1. any ownership right, share or security (or any equivalent right) in BlockClick, any other company or the BlockClick Ecosystem;

  2. any future right to receive an interest or revenue share in BlockClick, any other company or the BlockClick Ecosystem;

  3. any future right to receive an interest in any intellectual property rights relating to the BlockClick Ecosystem; or

  4. any other form of participation in or relating to BlockClick or the BlockClick Ecosystem,

other than a right to participate in the BlockClick Ecosystem (if and when it is deployed) for the duration of the time you hold such BLOCKCLICK token.

3.

Risks - Token Generation Event and BlockClick Tokens

There are risks associated with the use of blockchain token technology for the BLOCKCLICK token sale process, and the purchase of BLOCKCLICK tokens generally.

WARNING: DO NOT PURCHASE BLOCKCLICK TOKENS IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS.

Purchases of BLOCKCLICK tokens should only be undertaken by individuals or entities that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, like Bitcoin (BTC) and Ether (ETH), and other blockchain-based software systems. You should have functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. While BlockClick may be available to assist in the purchase of BLOCKCLICK tokens during and after the sale, in no way is BlockClick offering advice and BlockClick will not be responsible for lost BTC, ETH, BLOCKCLICK tokens or cash resulting from actions taken by, or omitted by you.

WARNING: THE PURCHASE OF BLOCKCLICK TOKENS ENTAILS A NUMBER OF RISKS.

The purchase of BLOCKCLICK tokens carries with it a number of risks. You should carefully consider all risks involved, including, but not limited to, those listed below and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the following risks are unacceptable to you, then you should not purchase BLOCKCLICK tokens.

By purchasing BLOCKCLICK tokens, to the extent permitted by law, you acknowledge and agree that there are risks associated with purchasing, holding and using BLOCKCLICK tokens. You expressly acknowledge and assume all risks and agree not to hold any of BlockClick or any related party of BlockClick liable for any loss, damage, cost or expense (including or any special, incidental, or consequential damages) arising from, or in any way connected, to the sale of BLOCKCLICK tokens, including, but not limited to, any loss associated with the risks set out below. The order of the risks set out below is not intended to have any bearing on the likelihood of such risk arising, or importance of any such risk to any particular person.

1.

Risks Associated with the Development and Maintenance of the Platform

You recognise that BlockClick technology and/or its platform or Ecosystem (Platform) is currently under development and may undergo significant changes before release and over time, including a change in direction at BlockClick ’s discretion. Although BlockClick intends for BLOCKCLICK tokens and the Platform to follow the specifications set forth in the Whitepaper referred to on the blockclick.io website , and intends to take commercially reasonable steps toward those objectives, BlockClick may have to make changes to the specifications of BLOCKCLICK tokens or the Platform for any number of legitimate reasons including, but not limited to, a change in the design, implementation plans and execution of the implementation of the Platform for global release. This could create the risk that the Platform or BLOCKCLICK tokens, as further developed and maintained, may not meet your expectations at the time of purchase of the BLOCKCLICK token. Furthermore, despite BlockClick ’s efforts to develop and maintain the Platform, it is still possible that the Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Platform and BLOCKCLICK tokens.

You understand that while BlockClick will make reasonable efforts to complete the Platform software for global release, due to circumstances beyond BlockClick ’s control it is possible that an official completed global version of the Platform may not be released globally, a limited release occurs or, in the worst case, a functioning operational global Platform may not be created at all.

2.

Risk of Losing Access to BlockClick Token Due to Loss of Private Key(s)

BLOCKCLICK tokens may be stored in a wallet or vault, which can only be accessed with a password selected by you. The wallet will hold a private key, or a combination of private keys, required to control and dispose of the BLOCKCLICK tokens stored in your digital wallet or vault. Any loss of requisite private key(s) associated with your digital wallet or vault storing BLOCKCLICK tokens, will result in loss of such BLOCKCLICK tokens. If you do not maintain an accurate record of your private key or password used to access your private key, this may lead to the loss of your BLOCKCLICK tokens. You must safely store your password in one or more backup locations that are well separated from the primary location. If you do not have such experience or expertise, then you should not participate or purchase BLOCKCLICK tokens.

Any third party that gains access to your private key may be able to gain access to your BLOCKCLICK tokens. You must take care not to respond to any inquiry regarding your purchase of BLOCKCLICK tokens, including but not limited to, email requests purportedly coming from BlockClick Website or a similar looking domain.

The loss, destruction, loss of access or data loss relating to a private key by BlockClick used to access a BLOCKCLICK token, may be irreversible and could adversely affect the value of the Platform and overall BLOCKCLICK tokens. BlockClick disclaims all responsibility for loss, destruction, loss of access or data loss relating to a private key or its related BLOCKCLICK token.

3.

Risks Associated with the Ethereum and Bitcoin Protocol

As BLOCKCLICK and the Platform are based on cryptocurrency protocols, any malfunction, unexpected functioning, forking, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on BLOCKCLICK or the Platform, including, but not limited to, impacting your ability to transfer or securely hold BLOCKCLICK. Such impact could adversely affect the value of BLOCKCLICK.

Advances in cryptography, or technical advances such as the development of quantum computing, could present risks to BLOCKCLICK and the Platform by rendering ineffective the cryptographic consensus mechanism, that underpins the Ethereum and Bitcoin protocols.

4.

Risks of Mining Attacks

As with other decentralized cryptographic tokens based on the Ethereum ERC-20 protocol, BLOCKCLICK are susceptible to attacks by miners in the course of validating BLOCKCLICK token transactions on the Ethereum blockchain, including, but not limited to, double-spend attacks, majority mining power attacks, selfish-mining attacks and race condition attacks. Any successful attacks present a risk to the Platform and BLOCKCLICK Tokens, including, but not limited to, accurate execution, recording of transactions involving BLOCKCLICK tokens and expected proper payment operations.

5.

Risk of Hacking, Cyber Threats and Security Weaknesses

Hackers, individuals, other malicious groups or organizations may attempt to interfere with the Platform or BLOCKCLICK tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. As the Platform is based on open-source software, there is a risk that any party may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform, which could negatively affect the Platform and BLOCKCLICK tokens.

Hackers, individuals, other groups or organizations may attempt to steal the BTC and ETH cryptocurrency from the Token Generation Event, thus potentially impacting the ability of BlockClick to promote the Platform. To account for this risk, BlockClick has and will continue to implement comprehensive security precautions to safeguard the BTC and ETH obtained from the sale of BLOCKCLICK tokens. Multi-factor security measures will be taken to protect the cryptocurrency and BLOCKCLICK, including, but not limited to, physical elements, multisignature keys, splitting of funds, hot and cold wallet partitioning and diversification. Moreover, regular security audits of multi signature hot and cold wallets will be conducted by internal and external teams.

Advances in code cracking, or technical advances such as the development of quantum computers, could present risks to cryptographic tokens and the Platform, which could result in the theft or loss of BLOCKCLICK tokens. To the extent possible, BlockClick intends to update the protocol underlying the Platform to account for any advances in cryptography and to incorporate additional security measures, but it cannot predict the future of cryptography or the success of any future security updates.

6.

Risk Associated with markets for BlockClick

The BLOCKCLICK tokens are intended to be used solely within the Platform for Services and as BlockClick is using the ERC20 protocol, BlockClick cannot control the actions of Purchasers of BLOCKCLICK tokens. Even if secondary trading of BLOCKCLICK tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to BLOCKCLICK tokens (e.g. as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero. If you chose to use BLOCKCLICK tokens on exchanges it is at your own risk. Exchanges are independent of and not operated by BlockClick.

7.

Risk of Exchanges

Cryptocurrency exchanges on which BLOCKCLICK tokens may trade may be relatively new and largely unregulated and may therefore be more exposed to fraud and failure than established regulated exchanges. To the extent that the cryptocurrency exchanges representing a substantial portion of the volume in BLOCKCLICK token trading are involved in fraud or experience security failures or other operational issues, such cryptocurrency exchange failures may result in a reduction in the price and can adversely affect the value of BLOCKCLICK tokens. A lack of stability in the cryptocurrency exchanges and the closure or temporary shutdown of cryptocurrency exchanges due to fraud, business failure, hackers or malware, or governmentmandated regulation may reduce confidence in the Platform and result in greater volatility in the price of BLOCKCLICK tokens.

8.

Risk of Uninsured and Transaction Losses

Unlike cash reserves held in bank accounts or accounts at some other financial institutions, BLOCKCLICK tokens are uninsured unless you specifically obtain private insurance to insure those held by you. In the event of loss or loss of utility value, there is no public insurer or private insurance arranged by BlockClick to offer recourse to you.

BLOCKCLICK token transactions are irrevocable. If BLOCKCLICK tokens are stolen or incorrectly transferred, such transfer may be irreversible. As a result, any incorrectly executed BLOCKCLICK token transactions could adversely affect the value of BLOCKCLICK tokens. Cryptographic token transactions are not reversible without the consent and active participation of the recipient of the transaction or, in theory, control or consent of a majority of the processing power on the host blockchain platform. Once a transaction has been verified and recorded in a datablock that is added to the blockchain, an incorrect transfer of a BLOCKCLICK token or a theft of a BLOCKCLICK token generally will not be reversible and there may be no compensation for any such transfer or theft. Such loss could adversely affect the value of BLOCKCLICK tokens generally.

9.

Risks Associated with Uncertain Regulations, Enforcement Actions and Geopolitical Events

The regulatory status of the cryptographic tokens, blockchain and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Platform and BLOCKCLICK tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting blockchain and distributed ledger technology and its applications, including the Platform and BLOCKCLICK tokens. Regulatory actions could negatively impact the Platform and BLOCKCLICK tokens in various ways, including, for purposes of illustration only, through a determination that BLOCKCLICK tokens are a regulated financial product or instrument that attracts registration or licensing requirements.

BlockClick may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. The Platform and BlockClick could be impacted by one or more regulatory enquiries or regulatory action, which could impede or limit the ability of BlockClick to continue to develop the Platform.

Political or economic crises may motivate large-scale sales of BLOCKCLICK tokens, which could result in a reduction in the price and adversely affect the value of BLOCKCLICK. Cryptographic tokens such as BLOCKCLICK tokens, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralised means of transacting, and it is unclear how such supply and demand will be impacted by geopolitical events. Large-scale sales of BLOCKCLICK tokens would result in a reduction in the liquidity of such tokens.

10.

Risks Arising from Taxation

The tax characterization of BLOCKCLICK tokens is uncertain in many jurisdictions. You must seek your own tax advice in connection with purchasing BLOCKCLICK tokens, which may result in adverse tax consequences to you, including but not limited to withholding taxes, income taxes and tax reporting requirements. You bear the sole responsibility for any taxation requirements, in purchasing, using and holding BLOCKCLICK tokens.

11.

Risk fo Alternative Platforms

It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the Platform and attempt to facilitate services that are materially similar to those intended to be delivered through the Platform. The Platform may be in competition with these alternative platforms, which could negatively impact the Platform and BLOCKCLICK tokens.

12.

Risk of Insufficient Interest in the Platform

It is possible that the Platform will not be used by a large number of businesses, individuals, and other organisations and that there will be limited interest in the use of BLOCKCLICK tokens. Such a lack of interest could impact the development of the Platform for global release. BlockClick cannot predict the success of its own marketing efforts or the efforts of other third parties.

It is possible that, due to any number of reasons, including without limitation, the failure of business relationships or marketing strategies, that the BlockClick Platform and all subsequent marketing of the sale of BLOCKCLICK tokens from BlockClick , may fail to achieve success.

13.

Risk of Unfavourable Fluctuation of Ether and other Currency Value

BlockClick intends to use the proceeds from selling BLOCKCLICK tokens to fund the maintenance and development of the Platform. The proceeds of the BLOCKCLICK sale will be denominated in BTC or ETH, and can be converted into other cryptographic and fiat currencies. In addition, some sales of BLOCKCLICK may also be denominated in fiat currencies. If the value of BTC, ETH or other currencies fluctuates unfavourably during or after the Sale Period, BlockClick may not be able to fund development, or may not be able to develop or maintain the Platform in the manner that it intended. If there is a favourable fluctuation BlockClick Pty Ltd may do whatever and whatsoever with the increase in value.

14.

Risk of Dissolution of BlockClick

It is possible, due to any number of reasons including, but not limited to, an unfavourable fluctuation in the value of Ether (or other cryptographic and fiat currencies), decrease in the Platform’s utility, the failure of commercial relationships, or intellectual property ownership challenges, that the Platform may no longer be viable to operate and BlockClick may dissolve or be wound up or face an uncertain or changing regulatory regime.

15.

Risk Arising from Lack of Governance Rights

As ownership of a BLOCKCLICK token confers no governance rights of any kind with respect to the Platform or BlockClick, all decisions involving the Platform or BlockClick will be made by BlockClick at its sole discretion, including, but not limited to, decisions to discontinue the Platform, to create and sell more BLOCKCLICK tokens for use in the Platform, or to sell or liquidate BlockClick. These decisions could adversely affect the Platform and any BLOCKCLICK tokens you hold.

16.

Risks Involving Cloud Storage

As BlockClick uses a decentralised cloud storage service to host the Platform and related Applications, the Platform is susceptible to a number of risks related to the storage of data in the cloud. Such data may include large amounts of sensitive and or proprietary information, which may be compromised in the event of a cyber attack or other malicious activity. Similarly, the Platform may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. As users can use a variety of hardware and software that may interface with the Platform, there is the risk that the Platform may become unavailable or interrupted, based on a failure of interoperability or an inability to integrate these thirdparty systems and devices that BlockClick does not control with the Platform. The risk that the Platform may face increasing interruptions and additional security vulnerabilities could adversely affect the Platform, and therefore the future utility of any BLOCKCLICK tokens that you hold.

17.

Cryptographic Token May Experience Risk of Extreme Price Volatility

As noted above, BLOCKCLICK tokens are not intended to represent any formal or legally binding investment. Cryptographic tokens that possess value in public markets, such as ETH and BTC, have demonstrated extreme fluctuations in price over short periods of time on a regular basis. You should be prepared to expect similar fluctuations, both down and up, in the price of BLOCKCLICK denominated in ETC, BTC or USD, or currencies of other jurisdictions. Such fluctuations are due to market forces and represent changes in the balance of supply and demand. As mentioned, exchanges are independent of and not operated by BlockClick , therefore use of exchanges is at your own risk and BlockClick cannot and does not guarantee market liquidity for BLOCKCLICK tokens and therefore there may be periods of time in which BLOCKCLICK tokens are difficult to buy or sell. Additionally, due to different regulatory requirements in different jurisdictions and the inability of citizens of certain countries to open accounts at exchanges located anywhere in the world, the liquidity of BLOCKCLICK tokens may be markedly different in different countries and this would likely be reflected in significant price discrepancies. By purchasing BLOCKCLICK tokens, you expressly acknowledge and represent that you fully understand that BLOCKCLICK tokens may experience volatility in pricing and will not seek to hold any of BlockClick, its directors, officers, agents and advisors liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected to, the sale of BLOCKCLICK tokens. It is also possible that the value of BTC or ETH will drop significantly in the future, depriving BlockClick of sufficient resources to continue to operate.

It is possible that a competing cryptographic token other than BLOCKCLICK tokens could have features that make it more desirable to a material portion of the cryptographic token user base, resulting in a reduction in demand for BLOCKCLICK tokens, which could have a negative impact on the use and price of BLOCKCLICK tokens generally. It is possible that a comparable product could become materially popular due to either a perceived or exposed shortcoming of the Platform that is not immediately addressed by BlockClick, or a perceived advantage of a comparable product that includes features not incorporated into the Platform. If this product obtains significant market share, it could have a negative impact on the demand for, and price of BLOCKCLICK tokens.

The Platform is a new product, thus contributing to price volatility that could adversely affect the value of BLOCKCLICK tokens. There are many factors affecting the further development of the cryptographic token industry, as discussed throughout this section. These risks can include, but is not limited to, continued worldwide growth in the adoption and use of BLOCKCLICK tokens and other tokens; changes in consumer demographics, public tastes and preferences; general economic conditions; and the regulatory environment relating to the Platform, BLOCKCLICK tokens and other tokens.

18.

Risk of Intellectual Property Rights Claims

Intellectual property rights claims may adversely affect the operation of the Platform. Third parties may assert intellectual property ownership claims relating to the holding and transfer of cryptographic tokens and their source code. Regardless of the merit of any intellectual property claim or other legal action, any threatened action that reduces confidence in the Platform’s long term viability or the ability of end-users to hold and transfer BLOCKCLICK tokens, may adversely affect the value of BLOCKCLICK. Additionally, a meritorious intellectual property claim could prevent you from accessing the Platform, holding or transferring your BLOCKCLICK tokens.

19.

Unanticipated Risks

Cryptographic tokens such as the BLOCKCLICK tokens are a new and relatively untested technology. In addition to the risks noted above, there are other risks associated with your purchase, holding and use of BLOCKCLICK tokens, including those that BlockClick cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks set out above.