Risk Disclosure Statement

Last updated: February 2026

Important Risk Warning

Claiming positions on DARWN involves substantial risk. Future payouts are uncertain and you may receive no returns. Read this entire disclosure carefully before proceeding.

1. Nature of Digital Positions

DARWN positions ("Positions") are digital assets that represent rights to future payouts tied to professional career events and employer demand signals. Positions:

  • Are not securities, commodities, currencies, or legal tender and are not regulated as such
  • Are not backed or guaranteed by any government, central bank, deposit insurance corporation, or securities investor protection entity
  • Are not FDIC insured, SIPC protected, or covered by any state or federal insurance program
  • Derive their value entirely from market demand, user activity, and platform-specific events — not from any underlying tangible asset
  • Exist solely within the DARWN platform and cannot be transferred, redeemed, or used outside of it

2. No Guaranteed Payouts

ALL POSITIONS ARE CLAIMED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

  • No Guaranteed Payouts: There is no assurance that any Position will generate payouts. Payouts depend entirely on placement fee events that may never occur.
  • No Guaranteed Amounts: Even if a payout occurs, the amount you receive depends on the total number of claimers and your position in the claim timeline. Your fractional allocation may be significantly smaller than estimated.
  • No Guaranteed Frequency: Payout events are dependent on employer hiring decisions beyond DARWN's control. A professional may never be hired through the platform.
  • Subjective Valuation: Position valuations are subjective estimates. DARWN's displayed FMV is based on proprietary algorithms and does not constitute a guarantee of future payout amounts.
  • Dilution Risk: As more users claim the same professional, your fractional allocation decreases proportionally, reducing your potential payout.

3. Claiming and Payout Risks

The DARWN claiming system operates on a fractional payout model. Participating in this system carries the following risks:

  • Payout Uncertainty: Payouts depend entirely on external placement fee events that may never occur. You may hold a claim indefinitely without receiving any payout.
  • Allocation Volatility: Your fractional allocation may change as other users claim or unclaim the same professional. The number of claimers can increase at any time, reducing your share.
  • No Transferability: Claims cannot be sold, transferred, or gifted to other users. You cannot liquidate your position for cash value.
  • Irreversible Unclaiming: Once you unclaim a position, you forfeit all future payout rights permanently. There are no refunds or reinstatements.
  • Timing Disadvantage: Later claimers receive smaller fractional allocations due to early claimer priority bonuses. Delaying your claim puts you at a structural disadvantage.
  • Algorithm Changes: DARWN may modify the payout allocation algorithm at any time, potentially affecting your future payout amounts.

4. Transfer and Liquidity Restrictions

Claims on DARWN are subject to strict transfer and liquidity restrictions:

  • No Transferability: Claims cannot be sold, transferred, or gifted to other users. There is no secondary market for claims.
  • No External Transfers: Claims cannot be moved to any external platform, wallet, or account. They exist solely within DARWN.
  • No Collateral Use: Claims cannot be pledged as collateral, used in financial transactions, or monetized in any way outside of receiving payouts.
  • No Cash Value: Claims have no guaranteed cash value and cannot be redeemed for money.

5. Top Performer Position Risks

Claims on professionals designated as top performers carry specific risks:

  • Career Event Dependency: Payouts depend on qualifying placement fee events (e.g., job changes through the platform). There is no guarantee that any such event will occur.
  • Event Timing Uncertainty: Even if a placement eventually occurs, the timing is unpredictable. You may hold a claim for years with no payout.
  • Payout Amount Variability: The amount of any payout depends on multiple factors including the professional's salary, employer participation, placement fee structures, and total number of claimers — all of which may change.
  • Performance Reclassification: A professional's performance designation may be revised based on new data, potentially affecting future payout potential.
  • High Competition: Top performers may attract more claimers, resulting in greater dilution of your fractional allocation.

6. High-Risk Position Risks

Claims on professionals flagged with risk indicators (High-Risk) carry distinct and elevated risks:

  • Demand-Driven Returns: Payouts depend primarily on employer purchases of risk assessment reports and subsequent placements. If employers do not purchase reports or hire the professional, no payouts will occur.
  • Data Volatility: Risk indicators may change as professionals address performance issues, potentially reducing employer interest and future payout potential.
  • Lower Placement Probability: Professionals with risk indicators may be less likely to be hired, reducing the probability of payout events.
  • Stigma Risk: High-Risk designations may negatively affect professionals' careers, potentially leading to platform removal or legal challenges.

7. Platform and Counterparty Risks

As with any digital asset held on a third-party platform, you bear counterparty risk:

  • Operational Risk: The Platform may experience outages, technical failures, data loss, cyberattacks, or other disruptions that could prevent you from accessing your claims or receiving payouts.
  • Business Continuity: DARWN is a privately operated platform. It may cease operations, be acquired, restructured, or otherwise change in ways that affect your claims and wallet balance. If DARWN ceases operations, you may lose all future payout rights.
  • Data Accuracy: FMV estimates, professional information, claimer counts, and other platform data may be delayed, incomplete, or inaccurate. DARWN does not guarantee the accuracy of any data displayed on the Platform.
  • Policy Changes: Platform rules, claiming mechanics, payout allocation algorithms, and other policies may be modified at DARWN's sole discretion. Such changes may adversely affect your future payout potential.
  • Payout Distribution Errors: Technical errors in payout calculations or distributions may occur. DARWN is not obligated to correct past distributions except in cases of clear technical error.

8. Regulatory and Legal Risks

  • Regulatory Uncertainty: The legal and regulatory status of digital asset marketplaces is evolving. New laws, regulations, or enforcement actions could restrict, prohibit, or fundamentally alter the operation of the Platform or the nature of Positions.
  • Tax Liability: You are solely responsible for determining and fulfilling your tax obligations arising from claiming activity and payout distributions. DARWN does not provide tax advice. Consult a qualified tax professional.
  • Third-Party Disputes: Professionals, employers, or other third parties may bring claims or disputes that affect your claims or payouts. DARWN is not responsible for resolving such disputes in your favor.
  • Jurisdictional Restrictions: The legality of participating in the DARWN claiming system may vary by jurisdiction. You are responsible for ensuring compliance with your local laws.
  • No Recourse: Unlike regulated financial platforms, there is no government or industry-sponsored compensation scheme or dispute resolution body for lost payout opportunities on the Platform.
  • Regulatory Action: Regulators may determine that the claiming system violates securities, gaming, or other laws, potentially resulting in platform shutdown or forced changes to the payout model.

9. Claimer Due Diligence

  • You are solely responsible for evaluating a position before claiming it. DARWN provides data to assist your evaluation but does not recommend, endorse, or guarantee the suitability of any claim.
  • Displayed metrics (FMV, claimer count, payout history, demand scores) are informational estimates only and should not be relied upon as the sole basis for any claiming decision.
  • You should conduct your own independent research and analysis. Consider consulting with a financial, legal, or tax advisor before claiming positions.
  • The availability of a professional for claiming does not constitute a recommendation or solicitation by DARWN.
  • DARWN is not a financial advisor and provides no financial advice. All claiming decisions are your sole responsibility.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

  • DARWN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE PLATFORM OR ANY CLAIMS MADE THEREON, INCLUDING BUT NOT LIMITED TO LOST PAYOUT OPPORTUNITIES.
  • DARWN'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE PLATFORM SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL PAYOUTS DISTRIBUTED TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).
  • DARWN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. In such jurisdictions, DARWN's liability shall be limited to the maximum extent permitted by law.

11. Dispute Resolution

All disputes arising from or related to your use of the Platform or these disclosures shall be resolved through binding individual arbitration in accordance with the Dispute Resolution Policy. You waive any right to participate in a class action or class-wide arbitration.

For complete claiming rules and payout mechanics, see our Claiming Agreement. For the full fee schedule, see our Fee Schedule.

12. Your Acknowledgment

By accepting this Risk Disclosure Statement and using the Platform, you acknowledge and agree that:

  • You have read, understood, and accept all of the risks described in this document
  • You understand that claims grant fractional payout rights with no guaranteed payouts, amounts, or timing
  • You are claiming positions at your own risk and sole discretion
  • You will not hold DARWN liable for any lost payout opportunities or payout calculation disputes
  • You have had the opportunity to consult with independent financial, legal, and tax advisors
  • You understand that claims have no cash value and cannot be sold or transferred
  • You understand that DARWN is not a broker, dealer, exchange, investment advisor, or fiduciary
  • Nothing on the Platform constitutes financial, investment, legal, or tax advice
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