PLEASE READ THESE TERMS OF TOKEN SALE AND USAGE CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS (AS DEFINED HEREIN), DO NOT PURCHASE (WHETHER THROUGH AN INTERMEDIARY OR OTHERWISE) OR CONTINUE TO HOLD OR USE CFANTASY TOKEN (AS DEFINED BELOW). THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFERING DOCUMENT, AND ARE NOT AN OFFER TO SELL, NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION.
BY MAKING A CONTRIBUTION TO THE SELLER (AS DEFINED BELOW) OR ANY INTERMEDIARY FOR THE PURCHASE OF CFANTASY TOKEN, OR BY CONTINUING TO HOLD OR USE CFANTASY TOKEN WHICH YOU MAY HAVE OBTAINED BY ANY OTHER MEANS, YOU WILL BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. BY ACCEPTING THESE TERMS, YOU WILL BE ENTERING INTO A BINDING AGREEMENT WITH THE SELLER, WHICH TERMS CONTAIN PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS. THE PURCHASE, HOLDING AND USAGE OF DIGITAL TOKENS IS SUBJECT TO A NUMBER OF RISKS (INCLUDING FINANCIAL RISK), SOME OF WHICH THE SELLER HAS SET OUT IN THESE TERMS. IF YOU ARE IN ANY DOUBT AS TO THE SUITABILITY OR OTHERWISE OF PURCHASING, HOLDING OR USAGE OF THE DIGITAL TOKENS REFERRED TO IN THESE TERMS, YOU SHOULD SEEK APPROPRIATE PROFESSIONAL ADVICE.
NOTHING IN THESE TERMS CONSTITUTES LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE AND YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISER BEFORE ENGAGING IN ANY ACTIVITY IN CONNECTION HEREWITH.
Your purchase, whether through an intermediary or otherwise, of cFantasy tokens (cFantasy token) from CFX TECHNOLOGIES LIMITED, a company incorporated in the British Virgin Islands (the Seller, or us), as well as continued holding and/or usage of cFantasy token is subject to these Terms and Conditions (the Terms). Each of you and the Seller is a “Party,” and together the “Parties.” Please read the below terms and conditions carefully before registering, accessing, browsing, downloading and/or using the website at https://coinfantasy.io/ (the Website). By accessing or using the Website, purchasing cFantasy token (whether through an intermediary or otherwise), or continuing to hold or use cFantasy token, you agree to be bound by these Terms (and all terms incorporated by reference).
Before agreeing to the Terms, you must read this document in full. If at any time you do not agree to these terms and conditions or do not wish to be bound by these terms and conditions, you may not access or use the Website, and shall not be entitled to purchase cFantasy token (whether through an intermediary or otherwise) or continue to hold or use cFantasy token. The Seller shall be under no obligation to maintain a copy of these Terms on the Website after the sale of cFantasy token, and you are advised to print or download and keep a copy of these Terms for your future reference (if required).
1. PURPOSE AND USAGE OF TOKENS
cFantasy token is a cryptographic utility token. The purpose of cFantasy token is to facilitate the participation in the "CoinFantasy" platform (the CoinFantasy platform) which, when fully developed, is envisaged to be a decentralized fantasy gaming platform for Crypto-financial markets using Non-Fungible Tokens. The platform offers a set of tools for any third party user to create and run prize-pool based, fantasy games where participants can win prize monies for predicting, based on their skill and knowledge, outcomes of their chosen set of coins within prescribed parameters inside their respective pools (for example, participants may select their choice of seven cryptocurrency coins that they believe would result in maximum points at the end of each game). There are three major players in the CoinFantasy ecosystem - Game Organizer, Game Participant and Sponsor. Game Organizers are able to create and organised customised game pools, and decides on mandatory parameters such as entry fee, number of Game Participants, number of winners, and duration of game pool. As their reward, they are entitled to a maximum of 20% of the total prize money. Game Organizers which perform well are able to offer additional platform features. Game Participants can select game pools they would like to join and participate in by creating their Token-sets. If a Game Participant is the winner of a particular game pool, then he/she would be eligible to get their eligible prize money. Instead of directly participating in the game pool, Sponsors can purchase the NFTs offered for sale by the Game Organizer or Participants. Sponsors will receive up to 5% of the Game Organizer's / Game Participant's prize money. The CoinFantasy platform is not, and will in no case be, an enterprise, corporation, partnership or other entity or body corporate established under the laws of any jurisdiction, but a computerised consensus protocol based on which a public transaction ledger for transactions thereon may generated.
cFantasy token is designed to be the only mechanism by which a user may obtain access to certain products and services on the CoinFantasy platform (when the same is completed and deployed). It is not intended to be a medium of exchange accepted by the public, or a section of the public, as payment for goods or services or for the discharge of a debt. For each exchange of services or products on the CoinFantasy platform, the costs are to be quantified in cFantasy token and paid to the CoinFantasy platform and/or the other party providing the service. The goal of introducing cFantasy token is to provide a convenient and secure mode of payment and settlement between participants who interact within the CoinFantasy platform. Further, cFantasy token is to be paid to users as incentives for contributions to and/or maintenance of the CoinFantasy platform. Given that additional cFantasy token will be awarded to a user based only on its actual usage, activity and contribution on the CoinFantasy platform, users and/or holders of cFantasy token which did not actively participate in the CoinFantasy platform will not receive any cFantasy token incentives.
The precise scope of the CoinFantasy platform will be developed further and will be announced once finalised. The following features are planned for cFantasy token: (a) platform fees may be paid in cFantasy token; (b) game Organizers are required to hold a minimum amount of native tokens before they are entitled to create a game pool; (c) CoinFantasy incentivizes users who invite friends to join and become active users of the CoinFantasy Protocol. Once the invitee becomes an active user, the referrer will earn referral rewards in native tokens; (d) in order for the CoinFantasy platform to offer games and function properly, users would need to be incentivised to play the role of liquidity providers and deposit their digital assets into the liquidity pools. As compensation for opportunity costs, these liquidity providers which help to promote adoption of the CoinFantasy platform by staking or including assets to liquidity pools in exchange for LP tokens would be rewarded with cFantasy tokens (i.e. "liquidity mining" on the CoinFantasy platform), according to each user's relative contribution after various adjustment and correction parameters; (e) the CoinFantasy platform itself is simply a blockchain protocol which does not own or run any computing/storage servers, so nodes would need to provide third-party resources for processing transactions on the CoinFantasy platform. Providers of these services / resources would require payment for the consumption of these resources to maintain network integrity, and cFantasy token will be used as the native currency to quantify and pay the costs of the consumed computing resources; and (f) in order to promote decentralised community governance for the network, cFantasy token would allow holders to propose and vote on governance proposals to determine features and/or parameters of the CoinFantasy platform as well as protocol improvements. The right to vote is restricted solely to voting on features of the CoinFantasy platform; the right to vote does not entitle cFantasy token holders to vote on the operation and management of the Seller, its affiliates, or their assets or the disposition of such assets to token holders, and does not constitute any equity interest in any of these entities. This arrangement is not intended to be any form of joint venture or partnership. For the avoidance of doubt, the community does not have legal control over any matters relating to the Seller (or any of its affiliates) or any of its assets, or any of its affiliated companies (including without limitation the selection of governing board of the relevant company, over corporate matters, development direction, specific projects, or deployment of that company's assets, which shall be the final responsibility of the governing board of the relevant company).
Immediately after the token sale phase, cFantasy token would have limited functionality. As development of the CoinFantasy platform progresses further, the various features of cFantasy token would be implemented incrementally and become available over time.
cFantasy token is an integral and indispensable part of the CoinFantasy platform because in the absence of cFantasy token, there would be no common unit of exchange for goods and services or economic incentive to motivate users to contribute, thus rendering the ecosystem on the CoinFantasy platform unsustainable. The ownership of cFantasy token carries no rights, express or implied, in the Seller, its related entitles or its affiliates (each, a Group Entity) other than the right to use cFantasy token as a means to enable usage of and interaction with the CoinFantasy platform, upon the successful development and deployment of the CoinFantasy platform. cFantasy token is sold as a useable virtual good, and does not have any functionality or utility outside the ecosystem on the CoinFantasy platform – accordingly it is not necessarily merchantable and does not necessarily have any other use or value. The ecosystem on the CoinFantasy platform is structured as a "closed system" insofar as the usage of cFantasy token is concerned. Further, cFantasy token is not a consumer product and to the maximum extent permitted by law, its holders accept explicitly and agree that they are not covered by the consumer protection regulation of any jurisdiction.
You understand and accept that cFantasy token:
cFantasy token does not have any tangible or physical manifestation, and does not have any intrinsic value (nor does any Group Entity or any other person make any representation or give any commitment as to its value).
You acknowledge and agree that no Group Entity is under any obligation to issue replacement cFantasy token in the event any cFantasy token or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible or unusable for any reason.
IN PARTICULAR, PLEASE NOTE THAT THE SELLER IS IN THE PROCESS OF UNDERTAKING LEGAL AND REGULATORY ANALYSIS OF THE FUNCTIONALITY OF cFantasy token. FOLLOWING THE CONCLUSION OF THIS ANALYSIS, THERE MAY BE CHANGES TO THE INTENDED FUNCTIONALITY OF cFantasy token IN ORDER TO ENSURE COMPLIANCE WITH ANY LEGAL OR REGULATORY REQUIREMENTS TO WHICH THE SELLER OR cFantasy token IS SUBJECT. IN THE EVENT OF ANY CHANGES TO THE INTENDED FUNCTIONALITY OF cFantasy token, THE DETAILS OF THE CHANGES SHALL BE PUBLISHED ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO REGULARLY CHECK THE WEBSITE FOR ANY SUCH NOTICES.
2. SCOPE OF TERMS
Unless otherwise stated herein, your purchase of cFantasy token (whether through an intermediary or otherwise), and continued holding and/or usage of cFantasy token is governed solely by these Terms. New terms or policies may be published from time to time on the CoinFantasy platform at our sole discretion.
The sale of cFantasy token does not constitute the provision of any goods and/or services as at the date that these Terms form a binding agreement between the Parties. You acknowledge that upon completion of the sale, title to, and risk of loss of, cFantasy token passes from us to you in the British Virgin Islands.
The Seller shall procure the development of the CoinFantasy platform in accordance with the roadmap as described in the Whitepaper, and shall procure that the CoinFantasy platform remains operational for a period of at least 3 years from the date hereof.
Any potential future usage of cFantasy token in connection with providing or receiving services or the usage of the CoinFantasy platform (when the same is completed and deployed) will be governed primarily by other applicable terms and policies (collectively, the Service Terms and Policies), which will be made available on the CoinFantasy platform and/or Website, if the services and the CoinFantasy platform is successfully completed and deployed. The Seller may update these Terms or the Service Terms and Policies in our sole and absolute discretion. It shall be your responsibility to regularly check the CoinFantasy platform / Website for any such notices.
To the extent of any conflict with these Terms, the updated Terms and the Service Terms and Policies which may be published from time to time on the CoinFantasy platform shall prevail with respect to any issues relating to the usage of cFantasy token in connection with the CoinFantasy platform.
The Seller reserves the right to require you to provide us with your personal details (including without limitation full legal name, address and details of the digital wallet from which you have sent the payment), and it is your responsibility to provide correct details. Failure to provide this information will prevent us from transferring cFantasy token to your digital wallet.
3. CANCELLATION AND REFUSAL AT SELLER'S DISCRETION
Your purchase of cFantasy token (whether through an intermediary or otherwise) from the Seller is final; there are no refunds or cancellations except as may be required by applicable law or regulation and you waive any rights to be refunded any amounts which you have paid to the Seller in exchange for cFantasy token or to cancel any purchase.
Notwithstanding the foregoing, the Seller reserves the right to refuse or cancel any request(s) to purchase or purchases of cFantasy token (as the case may be), at any time in its sole discretion without giving reasons, including without limitation the following:
For the avoidance of doubt, the Seller shall not be required to notify you of the outcome of any of our customer identification, due diligence and/or anti-money laundering due diligence checks, or in any case provide reasons for unsatisfactory results of checks. In the event that the Seller refuses or cancels any request(s) to purchase cFantasy token, the price paid by you shall be rejected or refunded (as applicable) in accordance with the Seller's internal policies and procedures, less fees and expenses incurred in connection with the marketing and/or development of the CoinFantasy platform and the ecosystem thereon, or, if required by applicable law, confiscated. The Seller reserves the right to require you to provide the Seller with your personal details (including without limitation correct name, address and details of the digital wallet from which you have sent the payment), and it is your responsibility to provide correct details. Failure to provide this information will prevent the Seller from allocating the token to your digital wallet.
Any refund of the price under this Clause 3 shall be less network fees. No interest will accrue on the value of any refund and the Seller shall be entitled to charge a processing fee not exceeding 15% of the refund amount.
At any time during the sale of cFantasy token, the Seller may either temporarily suspend or permanently abort the token sale (whether relating to the private sale or public sale phase, or both) at its sole discretion without providing any reasons whatsoever. During any period of suspension or in the event that the token sale is aborted (whether relating to the private sale or public sale phase, or both), cFantasy token will not be available for purchase.
4. ACKNOWLEDGMENT AND ASSUMPTION OF risks
You acknowledge and agree that there are numerous risks associated with purchasing cFantasy token, holding cFantasy token, and using cFantasy token for participation in the CoinFantasy platform. If you have any queries or require any clarification regarding these risks, please contact us at email@example.com.
YOU CLEARLY UNDERSTAND THAT BLOCKCHAIN AND VIRTUAL CURRENCIES / TOKENS, INCLUDING WITHOUT LIMITATION BTC, ETH, USDT OR USDC ARE NEW AND UNVERIFIED TECHNOLOGIES THAT ARE BEYOND CONTROL OF ANY GROUP ENTITY. IN PARTICULAR, AND IN ADDITION TO TERMS OF THIS DOCUMENT, YOU BEAR FULL RESPONSIBILITY FOR ANY RISKS DESIGNATED IN THE PROPOSED DOCUMENTATION. BY PURCHASING (WHETHER THROUGH AN INTERMEDIARY OR OTHERWISE), HOLDING AND/OR USING cFantasy token, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THE FOLLOWING RISKS:
a. Risk of changes in functionality
cFantasy token does not have any rights, uses, purpose, attributes, functionalities or features, express or implied, except for those which are specifically described in the White Paper and which may change from time to time.
b. cFantasy token is non-refundable
cThe Seller is not obliged to provide cFantasy token holders with a refund related to cFantasy token for any reason, and cFantasy token holders acknowledge and agree that they will not receive money or other compensation in lieu of a refund. No promises of future performance or price are or will be made in respect to cFantasy token, including no promise of inherent value, no promise of continuing payments, and no guarantee that cFantasy token will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the laws in the jurisdiction of cFantasy token.
c. Uncertain Regulations and Enforcement Actions
The regulatory status of cFantasy token and distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern virtual currencies or virtual currency markets. It is impossible to predict how, when or whether regulatory agencies may apply existing regulations or create new regulations with respect to such technology and its applications, including cFantasy token and/or the CoinFantasy platform. Regulatory actions could negatively impact cFantasy token and/or the CoinFantasy platform in various ways. The Seller or any Group Entity 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.
d. Risks associated with the Blockchain Protocol
Given that cFantasy token and the CoinFantasy platform are based on blockchain protocol and architecture, any malfunction, breakdown or abandonment of the relevant blockchain protocol or architecture may have a material adverse effect on cFantasy token and/or the CoinFantasy platform. Moreover, advances in cryptography, or technical advances (including without limitation development of quantum computing), could present unknown risks to cFantasy token and/or the CoinFantasy platform by rendering ineffective the cryptographic consensus mechanism that underpins that blockchain protocol. The future of cryptography and security innovations are highly unpredictable.
You are responsible for implementing reasonable measures for securing the digital wallet, vault or other storage mechanism you use to receive and hold cFantasy token which you have purchased, including any requisite passwords, tokens, private key(s) or other credentials necessary to access such storage mechanism(s). If your passwords, tokens, private key(s) or other access credentials are lost, you may lose access to your cFantasy token. The Seller cannot be responsible for, and is technologically unable to recover, any such losses.
f. Insufficient Information
The CoinFantasy platform is at the stage of development as of the date of these Terms and its algorithm, code, consensus mechanism and/or various other technical specifications and parameters could be updated and changed frequently and constantly. While the marketing materials and Whitepaper released relating to the development of the CoinFantasy platform has been prepared with the then up-to-date key information of the CoinFantasy platform, it is not absolutely complete and is subject to adjustments and updates from time to time for optimal development and growth of the CoinFantasy platform and/or ecosystem on the CoinFantasy platform. The Seller is neither able, nor obliged, to keep you closely posted on every detail of the development of the CoinFantasy platform (including its progress and expected milestones no matter whether rescheduled or not) and therefore will not necessarily provide you with timely and full access to all the information relating to the CoinFantasy platform that may emerge from time to time. Due to the nature of the project to develop the CoinFantasy platform, you accept that such insufficiency of information disclosure is inevitable and reasonable.
g. Security weaknesses.
Hackers or other malicious groups or organisations may attempt to interfere with cFantasy token and/or the CoinFantasy platform in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, there is a risk that a third party or a member of any Group Entity may intentionally or unintentionally introduce weaknesses into the core infrastructure of cFantasy token and/or the CoinFantasy platform, which could negatively affect cFantasy token and/or the CoinFantasy platform.
h. Risks associated with markets for cFantasy token
There is no prior market for cFantasy token and the cFantasy token sale may not result in an active or liquid market for cFantasy token. cFantasy token is intended to be used solely within the network for the CoinFantasy platform, hence there may be illiquidity risk with respect to any cFantasy token you hold.
cFantasy token is not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor is it backed by any hard assets or other credit nor is it a "commodity" in the usual and traditional sense of that word. The Seller cannot be responsible for, nor does the Seller pursue, the circulation and trading of cFantasy token on any market. Trading of cFantasy token will merely depend on the consensus on its value between the relevant market participants. No one is obliged to purchase any cFantasy token from any holder of cFantasy token, including the purchasers, nor does anyone guarantee the liquidity or market price of cFantasy token to any extent at any time. Furthermore, cFantasy token may not be resold to a purchaser who is a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a Restricted Country or to purchasers where the purchase of cFantasy token may be in violation of applicable laws. Accordingly, the Seller cannot ensure that there will be any demand or market for cFantasy token, or that the price you pay for cFantasy token is indicative of any market valuation or market price for cFantasy token.
Any secondary market or exchange for trading cFantasy token would be run and operated wholly independently of the Group Entities, the sale of cFantasy token and the CoinFantasy platform. No Group Entity will create such secondary markets nor will it act as an exchange for cFantasy token. Even if secondary trading of cFantasy token 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 cFantasy token (e.g., as denominated in a virtual or fiat currency), such value may be extremely volatile, decline below the price which you have paid for cFantasy token, and/or diminish to zero.
i. Risk of Uninsured Losses
cFantasy token is uninsured unless you specifically obtain private insurance to insure them. In the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.
j. Taxation risks
The tax characterisation of cFantasy token is uncertain. The tax characterisation of cFantasy token and these Terms is uncertain. The Seller intends to treat cFantasy token and these Terms neither as an equity interest nor as a debt interest in the Seller for tax purposes. It is possible that the Seller’s intended treatment of cFantasy token and these Terms may be challenged, so that the tax consequences to a purchaser and the Seller relating to cFantasy token and these Terms could differ from those described above. You must seek your own tax advice in connection with the purchase, holding and/or usage of cFantasy token, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
It is possible that alternative networks could be established that utilise the same or similar code and protocol underlying cFantasy token and/or the CoinFantasy platform and attempt to re-create similar facilities. The CoinFantasy platform may be required to compete with these alternative networks, which could negatively impact cFantasy token and/or the CoinFantasy platform.
l. Insufficient Interest
It is possible that the CoinFantasy platform will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the CoinFantasy platform). Such a lack of use or interest could negatively impact the development of the CoinFantasy platform and therefore the potential utility of cFantasy token.
m. Risk of Dissolution of the Seller, any Group Entity or the CoinFantasy platform
Start-up companies such as the Seller involve a high degree of risk. Financial and operating risks confronting start-up companies are significant, and the Seller is not immune to these. Start-up companies often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved.
It is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of virtual and/or fiat currencies, decrease in the utility of cFantasy token due to negative adoption of the CoinFantasy platform, the failure of commercial relationships, or intellectual property ownership challenges, the CoinFantasy platform may no longer be viable to operate and the Seller or any Group Entity may be dissolved.
n. Risks Arising from Lack of Governance Rights
Because cFantasy token confers no governance rights of any kind with respect to the CoinFantasy platform or any Group Entity, all decisions involving the CoinFantasy platform or any Group Entity will be made by the relevant Group Entity at its sole and absolute discretion, including, but not limited to, decisions to discontinue the services and/or ecosystem on the CoinFantasy platform, to create and sell more cFantasy token for use in the ecosystem on the CoinFantasy platform, or to sell or liquidate any Group Entity. These decisions could adversely affect the CoinFantasy platform and cFantasy token you hold.
o. Loss of Talent
The development of the CoinFantasy platform depends on the continued co-operation of the existing technical team and expert consultants, who are highly knowledgeable and experienced in their respective sectors. The loss of any member may adversely affect the CoinFantasy platform or its future development. Further, stability and cohesion within the team is critical to the overall development of the CoinFantasy platform. There is the possibility that conflict within the team and/or departure of core personnel may occur, resulting in negative influence on the project in the future.
p. Failure to develop
There is the risk that the development of the CoinFantasy platform will not be executed or implemented as planned, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or cFantasy token, unforeseen technical difficulties, and shortage of development funds for activities.
q. Risks Involving Cloud Storage
As the CoinFantasy platform may provide a decentralised cloud storage service to individual and institutional clients, including users and applications, the CoinFantasy platform (and services thereon) are susceptible to a number of risks related to the storage of data in the cloud. The CoinFantasy platform (and services thereon) may involve the storage of large amounts of sensitive and/or proprietary information, which may be compromised in the event of a cyberattack or other malicious activity. Similarly, the CoinFantasy platform and/or services thereon may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. Because users can use a variety of hardware and software that may interface with the CoinFantasy platform, there is the risk that the CoinFantasy platform and/or services thereon may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Group Entities do not control. The risk that the CoinFantasy platform and/or services thereon may face increasing interruptions and the ecosystem on the CoinFantasy platform may face additional security vulnerabilities could adversely affect the CoinFantasy platform and ecosystem thereon, and therefore the future utility of any cFantasy token that you hold.
r. Other risks
In addition to the aforementioned risks, there are other risks associated with your purchase, holding and usage of cFantasy token, including those that the Seller cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the aforementioned risks.
5. KNOW YOUR CLIENT REGULATIONS AND PERSONAL DATA
Know your client regulations
You hereby acknowledge and accept that:
The price that you pay for cFantasy token is exclusive of all applicable taxes (including without limitation obligations to pay value added, sales, use, offerings, withholding taxes, income or similar taxes) (Taxes). The onus for determining the Taxes applicable to your purchase, holding and/or usage of cFantasy token lies solely with you. It is also your sole responsibility to comply with all relevant tax reporting requirements arising out of or in connection with your purchase, holding and/or usage of cFantasy token. The Seller is not responsible for withholding, collecting, reporting, or remitting any Taxes arising from your purchase, holding and/or usage of cFantasy token. The Seller cannot and does not provide any tax advice and it recommends that you seek appropriate professional advice in this area if required.
7. REPRESENTATIONS AND WARRANTIES
By purchasing (whether through an intermediary or otherwise), holding and/or using cFantasy token, you represent and warrant that:
You hereby acknowledge that the Seller has entered into these Terms in reliance upon your representations and warranties being true, accurate, complete and non-misleading. The Seller does not and does not purport to make, and hereby disclaims, all representations, warranties or undertaking to you in in relation to the sale of cFantasy token or otherwise. Prospective purchasers of cFantasy token should carefully consider and evaluate all risks and uncertainties (including financial and legal risks and uncertainties) associated with the cFantasy token sale, the Seller, and any relevant Group Entity.
8. INTELLECTUAL PROPERTY
The Seller (or the relevant Group Entity, as the case may be) retains all right, title and interest in all of that entity's intellectual property, including, without limitation, ideas, concepts, discoveries, processes, code, compositions, formulae, methods, techniques, information, data, patents, models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether patentable, copyrightable or protectable in trademark, registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. You may not use any of the Seller’s (or the relevant Group Entity's) intellectual property for any reason whatsoever.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Seller, each Group Entity, and their respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, related companies, affiliates, agents, representatives, predecessors, successors and assigns (the Indemnified Parties) from and against all claims, demands, actions, damages, losses, costs and expenses (including legal fees on an indemnity basis) arising from or relating to:
To the fullest extent permitted by applicable law, you release the Seller and the other Indemnified Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.
11. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms will be governed by and construed and enforced in accordance with the laws of Singapore, without regard to conflict of law rules or principles (whether of Singapore or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or in connection with these Terms or any of the transactions contemplated in connection with the same (including without limitation the enforceability of this arbitration Clause, any question regarding existence, validity or termination) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference in this arbitration Clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.
Each Party agrees to keep all matters relating to this arbitration, including the arbitral awards, confidential, except as is otherwise required by court order or as is necessary to confirm, set aside or enforce the arbitral award and for disclosure in confidence to each Party’s respective legal, financial or other professional advisors.
12. PARTIAL INVALIDITY
If, at any time, any provision of these Terms is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
The agreement set out in these Terms will terminate upon the completion of all sales of cFantasy token. The Seller reserves the right to terminate the agreement set out in these Terms, in its sole discretion, in the event of a breach by you of these Terms. Upon termination of these Terms:
14. ENTIRE AGREEMENT B
These Terms, including the documents and material incorporated by reference, constitute the entire agreement between you and the Seller and supersedes all prior or contemporaneous agreements and understandings (including without limitation the Whitepaper, the Website or any other marketing material), both written and oral, between you and the Seller. The Seller may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If the Seller makes changes, it will as soon as practicable post the amended Terms at the Website. The amended Terms will be effective immediately. It is your responsibility to regularly check the Website for any such amendments.
15. ASSIGNMENT B
You shall under no circumstances be entitled to assign or novate your rights and obligations under these Terms (including without limitation the right to claim any cFantasy token purchased). The Seller may assign or novate its rights and obligations under these Terms without your consent, and you agree to, at your own expense, take whatever action or execute any document which the Seller may require for the purpose of effecting any such assignment or novation by the Seller.
16. REMEDIES AND WAIVERS
No failure to exercise, nor any delay in exercising, on our part, any right or remedy under these Terms Documents shall operate as a waiver, of any such right or remedy or constitute an election to affirm these Terms. No election to affirm these Terms on our part shall be effective unless it is in writing. No single or partial exercise of any right or remedy prevents any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law.
18. SELLER NOT LIABLE
cFantasy token is not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in these Terms is intended to form the basis for any investment decision, and no specific recommendations are intended. Save in the case of fraud or gross negligence, the Seller expressly disclaims any and all responsibility for any direct, indirect, special, incidental, consequential or exemplary loss or damage of any kind whatsoever arising directly or indirectly (including without limitation, those relating to loss of revenue, income or profits, loss of use or data, or damages for business interruption) in connection with:
In no event will the aggregate liability of the Seller and the Indemnified Parties (jointly), whether in contract, warranty, tort, or other theory, arising out of or relating to these terms or the usage of or inability to use cFantasy token, exceed the amount you pay to us for cFantasy token.
The Seller shall not be liable in any way or in any event in respect of any claim under these Terms if such claim was not made within the 6-month period commencing from the date that you receive cFantasy token (the Claim Period). Any claim which has been made before the expiration of the Claim Period shall, if it has not been previously satisfied in full, settled or withdrawn, be deemed to have been withdrawn and shall become fully barred and unenforceable on the expiry of the period of six (6) months commencing from the date on which such claim was made, unless proceedings in respect thereof shall have been commenced against the Seller and for this purpose proceedings shall not be deemed to have been commenced unless they shall have been issued and served upon the Seller.
For the avoidance of doubt, nothing in these Terms shall limit your obligation (at law or otherwise) to mitigate your loss in respect of any claim under these Terms, and you shall not be entitled to recover damages in respect of any claim (as the case may be) if, and to the extent that, you have already recovered damages in respect of the same fact or subject matter.
Purchasing (whether through an intermediary or otherwise), holding and/or using cFantasy token does not create any form of partnership, joint venture or any other similar relationship between you and us, nor cause the Parties to be deemed acting in concert in any respect.
You shall hold, and shall cause your affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence all documents, information and correspondence concerning cFantasy token or any Group Entity furnished to you or your affiliates in connection with the transactions contemplated by these Terms or any pre-contractual or post-contractual negotiations in connection therewith (including without limitation all commercial information such as sale price, number of tokens sold, discount (if any), as well as schedule for delivery of tokens), except to the extent that such information can be shown to have been (a) previously known on a non-confidential basis by you, (b) in the public domain disclosed without any fault on your part or (c) later lawfully acquired by you from sources other than any Group Entity. If these Terms are terminated, you shall, and shall cause your affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to the Seller, upon request, all documents and other materials, and all copies thereof, obtained by you or your affiliates in connection with these Terms that are subject to such confidence.
22. RIGHTS OF THIRD PARTIES
Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. Save for any Group Entity who shall be entitled to enforce or enjoy the benefit of the terms of these Terms, a person who is not a party under these Terms has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of any term of these Terms.
You acknowledge that, solely for convenience, these Terms may be translated into a language other than English, and that a copy of the English language version of these Terms has been provided to you (which have read and understand). In the event of conflict or ambiguity between the English language version and translated versions of these Terms, the English language version shall prevail.
Whenever possible, each provision of these Terms will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable in any respect under any law of any jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision pursuant to this Clause 24 shall not affect or impair the validity and enforceability of the rest of these Terms, nor the validity and enforceability of such provision or part-provision under the law of any other jurisdiction.
The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
You agree and acknowledge that all agreements, notices, disclosures, and other communications that the Seller provides to you, including these Terms, will be provided in electronic form.
These Terms have been entered into for and on behalf of the Seller. If you have any questions regarding these Terms, please contact us at firstname.lastname@example.org.