FOLLOW COIN 1. Tokensale Terms

Transcription

1 FOLLOW COIN 1 Tokensale Terms October 11, 2017

2 These Tokensale Terms ( Terms ) that may be amended from time to time are made by and between you ( you ) and Followcoin B.V., a limited liability company incorporated under the laws of The Netherlands ( Followcoin ) (individually referred to as Party and mutually as Parties ). Subject to these Terms, you are able to contribute ( Contribute or Contribution ) to Followcoin s platform ( Platform ) by inter alia transferring tokens to Followcoin and/or by purchasing Followcoin tokens ( FLLW ) and therefore contribute to Followcoin s project ( Followcoin Project ). Further guidelines regarding the Contribution and/or use of the Platform may be provided on Followcoin s website ( Website ). Prior to contributing, you should carefully read these Terms and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional, so you fully understand the rights and obligations you have in relation to your contribution to the Platform. This tokensale is not open to citizens or residents of any jurisdiction, or anyone subject to a jurisdiction s laws where it would be impermissible or restricted to offer, distribute, purchase, sell or retain cryptographic tokens. This could be, but is not limited to the United States of America, Singapore, Japan, Finland or The People s Republic of China. Article 1. Followcoin Project and FLLW 1.1 The Followcoin Project - inter alia - consists of setting up the Platform, as further stipulated on the Website. The Followcoin Project is based on a blockchain (smart contract) system/platform/network as developed by and under the name of Ethereum ( Ethereum or Smart Contract System ). 1.2 By Contributing, you unconditionally agree to the applicable terms of Ethereum ( Ethereum Terms ), which can be consulted through ethereum.org/agreement. To the extent these Terms are contrary to the Ethereum Terms, the Ethereum terms shall prevail. 1.3 You may contribute to the Followcoin Project by either transferring Ether ( ETH ) and/or by creating FLLW ( Contribution Tokens ) on the manner stipulated on the Platform and/or the Smart Contract System ( Token Sale ). Your Contribution will take place through a (software) tool used to manage your Contribution Tokens ( Wallet ), which must be technically compatible with the Platform and the Smart Contract System. Your Contribution in the form of FLLW may solely be used in relation to the Platform and may therefore be used as a token on the Platform for services such as management and storage 1

3 Article 2. Token release 2.1 There is no minimum or maximum amount of Contribution Tokens for you with regard to the Followcoin Project. The purchased amount of Contribution Tokens may however result in having additional benefits with regard to the Followcoin Project, as may be further specified on the Platform. There may furthermore be a certain (fixed) quantity of Contribution Tokens ( Launch Quantity ), which implies that Contribution Tokens may be pre-sold to investors who are willing to contribute to the Followcoin Project prior to the launch of the Token Sale. The amounts of the resale of any Contribution Tokens thereafter shall be publicly listed on the Platform and/or the Smart Contract System and consultable through third party websites such as Etherscan.IO. 2.2 There is a certain period in which FLLW may be created ( Creation Period ). Any and all FLLW will be locked, and are therefore not transferable until the Creation Period has ended, as will be indicated on the Platform. After the end of the Creation Period, a certain percentage FLLW will become tradable, as will be indicated on the Platform. 2.3 There will be a certain threshold, as stipulated on the Platform, which must be met in order for the Followcoin Project to be launched ( Activation Threshold ). You understand that you have no right to request any refund of the Contribution Tokens in case the Activation Threshold has not been met, unless stipulated on the Platform and/or Smart Contract System. Article 3. Account 3.1 In order to contribute to the Followcoin Project, you must create your own account (address) on Ethereum ( Account ), with a private key associated to this address and password ( Login Details ). 3.2 Following the creation of FLLW by the Smart Contract System, the FLLW may be transferred to your address via the Smart Contract System. You acknowledge and accept that you must keep your Login Details safe and may not share them with anybody. You furthermore acknowledge and accept that if your Login Details are lost or stolen, the FLLW associated with your account (address) may be unrecoverable and permanently lost, since there in principle is no recovery mechanism for lost Login Details. This implies that no person will be able to help you retrieve or reconstruct Login Details and/or provide you with access to any lost FLLW. 2

4 Article 4. Warranties and indemnifications 4.1 You warrant that: a) You are legally permitted and of a sufficient age for the Contribution in your jurisdiction. b) You are not using the Contribution for any illegal and/or unlawful purposes, nor for speculative investment, nor any (other) purposes contrary to these Terms nor any other applicable (third party) terms; c) You understand that your Contribution and/or the Followcoin Project may carry financial, regulatory and reputational risks and/or tax risks, which are your sole responsibility; d) You understand with regard to FLLW no market liquidity may be guaranteed and that the value of FLLW over time may experience extreme volatility or depreciate in full; and e) You have carefully reviewed all applicable third party terms and understand their functions and the risks and costs with regard to your Contribution; and f) You indemnify and keep indemnified Followcoin for all costs and/or damages related to any breach of the above stipulated warranties. 4.2 You furthermore acknowledge and accept that: a) The Followcoin Project, the Platform, FLLW and/or any other service provided by Followcoin ( Services ), are provided to you on an as is and as available basis. Except if expressly provided in these Terms, Followcoin makes no warranties of any kind, whether express, implied, statutory or otherwise, including but not limited to any warranties of the successfulness, merchantability or fitness for a particular purpose, quality, safety, integrity or accuracy of the Services. b) Followcoin may at all times (i) make functional, procedural or technical changes or improvements to the Platform and/or (ii) (temporarily or permanently) take out of service, restrict or terminate one or more components of the Services, if this is deemed necessary for the continuity of the Services. c) You are solely responsible for the purchase and/or the proper operation of the infrastructure necessary to use the Services, such as computers and a sufficient internet connection. Followcoin is never liable for damage or costs on account of transmission errors, malfunctions or non-availability of computer, data or telecom facilities, including the internet; d) The Services are free of defects and will operate without interruption, especially since Followcoin is relying on the technical infrastructure of Ethereum. Followcoin is in no way whatsoever liable, or liable to pay compensation to you for any damage arising out of or resulting from the Services being (temporarily) unavailable or for failures or outages of the Services or parts thereof. It is furthermore possible that certain functions of the Services may not be available to you due to regulatory or technical issues in certain jurisdictions; 3

5 e) The Services are susceptible to hacking and/or mining attacks, including but not limited to double-spend attacks, majority mining power attacks, selfish-mining attacks, race condition attacks and attacks by individuals that could result in theft or loss of FLLW or Contribution Tokens; f) As part of the development of the Followcoin Project, upgrades of Ethereum and/or FLLW may be required. In case you decide not to participate in such upgrade, you may no longer use your FLLW and that non-upgraded FLLW may lose their functionality in full; g) The Contribution will in no manner whatsoever involve any Fiat currencies and does not involve any purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction; and h) It remains at Followcoin s sole discretion to decide how to allocate the funds in order to develop and execute the Followcoin Project. Article 5. IP Rights 5.1 Unless expressly agreed otherwise in writing, all intellectual property rights and related rights, including copyrights, trademark rights, database rights, trade name rights and neighbouring rights as well as rights to know-how ( IP Rights ) with regard to the Services and all results thereof, will remain vested in Followcoin or its sublicensors. 5.2 You will only acquire the rights of use which are expressly granted by these Terms or the law. A right of use vested in you will always be non-exclusive, non-transferable to third parties and not sublicensable. Article 6. Payments 6.1 All amounts payable and the manner on which payment for the Services will will be stipulated on the Platform. The currency rates with regard to your Contribution may fluctuate and will therefore be fixated on the moment of your payment with regard to the Contribution. The purchase of FLLW is furthermore final and may not be reversed, which means that you have no right to request a refund for any reason, unless specified otherwise on the Platform and/or Smart Contract System. 6.2 In case Followcoin has any suspicion of fraud, it is entitled to suspend any payments, until the moment on which the payment has been verified and the aforementioned suspicion of fraud has been taken away. 4

6 Article 7. Tax implications of the Services 7.1 You explicitly bear the sole responsibility to determine whether your Contribution and/or the ownership and/or use of FLLW, the potential appreciation or depreciation in the value of FLLW over time, the sale and purchase of FLLW and/or any other action or transaction related to the Followcoin Project have tax implications for you. 7.2 You agree, to the extent permitted by law, to not hold Followcoin and/or any third party (including developers, auditors, contractors or founders) related to the Services liable for any tax liability associated with the Services. Article 8. Liability 8.1 The total, accumulate liability of Followcoin due to an attributable breach of its obligations and/or on account of an unlawful act will be limited to compensation for direct damage suffered by you to an amount not exceeding the price of your Contribution. Any liability of Followcoin for damage other than direct damage ( indirect damages ), including but not limited to consequential damages, loss and/or damage of data, loss of profits and lost sales, will be excluded. 8.2 The liability of Followcoin due to attributable breach of an Agreement will in all instances arise only if you immediately gives proper written notice of default, whereby a reasonable period within which the attributable breach may be remedied is stipulated, and Followcoin after this period still fails in the performance of its obligations, except in the case of lasting attributable failure. The notice of default must contain a description of the breach that is as complete and detailed as possible, to enable Followcoin to respond adequately. 8.3 A condition for the creation of a right to damages will always be that you must report the damage to Followcoin in writing as soon as possible after it arises. Any claim for damages against Followcoin will lapse by the mere expiry of a period of 12 months from the inception of the claim. Article 9. Miscellaneous 9.1 Your Contribution in accordance with these Terms is subject to Dutch law. To the extent that national or international rules of law do not prescribe mandatory conditions to the contrary, any and all disputes arising from or related to these Terms, will be brought before the competent court in Amsterdam. 5

7 9.2 Followcoin is entitled to transfer rights and/or obligations arising out of these Terms to a third party, without your prior consent. Followcoin is furthermore entitled to cause (parts of) activities arising out of the Terms to be carried out in full or in part by third parties or at any rate involve third parties without your consent. You are not permitted to transfer any rights and/or obligations arising out these Terms to a third party without the prior consent of Followcoin, nor to cause (parts of) activities arising out of the Terms to be carried out in full or in part by third parties or at any rate involve third parties. 9.3 You agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to any jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect. 9.4 These Terms do not constitute a prospectus of any sort, are no solicitation for investment and do not pertain in any way to an initial public offering or a share/equity offering and/or pertain in any way to an offering of securities in any jurisdiction. These terms are merely intended as a description of the functionality of the Services. 9.5 By using the Services, no form of partnership, joint venture or any similar relationship between you and Followcoin and/or other individuals or entities involved with the Services is created. 6