Access and Amendment of Personal Data
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FF Tokens Sale
FF Tokens Sale
Terms and Conditions
Date: [*] ("Effective Date") IMPORTANT NOTE
YOU MUST READ THIS DOCUMENT BEFORE MAKING ANY DECISION WHETHER TO PURCHASE FF TOKENS ("FF TOKENS").
THESE FF TOKENS SALE (THE "TOKEN SALE") TERMS AND CONDITIONS ("THESE TERMS AND CONDITIONS") AND ANY OTHER MATERIALS PUBLISHED, ISSUED, OR DISTRIBUTED BY OPEN SOURCE GROUP ("ANY OTHER RELEVANT MATERIALS") AND THEIR SUBJECT MATTER HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER ANY LEGAL OR REGULATORY REGIME, NOR HAVE THEY BEEN OR WILL THEY BE REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY. THESE TERMS AND CONDITIONS AND ANY OTHER RELEVANT MATERIALS ARE NOT A PROSPECTUS NOR A SOLICITATION FOR INVESTMENT. THEY DO NOT PERTAIN TO AN OFFERING OF SECURITIES IN ANY JURISDICTION, AND UNDER NO CIRCUMSTANCES DO THESE TERMS ANDCONDITIONS OR ANY OTHER RELEVANT MATERIALS CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE IF YOU CAN LEGALLY PURCHASE FF TOKENS IN ACCORDANCE WITH YOUR HOME OR APPLICABLE JURISDICTION, AND YOU MUST NOT PURCHASE ANY FF TOKENS IF YOU ARE NOT ABLE TO LEGALLY DO SO UNDER THE LAWS OF YOUR HOME OR APPLICABLE JURISDICTION. OPEN SOURCE GROUP DOES NOT HOLD ITSELF OUT AS CARRYING OUT ANY REGULATED ACTIVITY IN ANY JURISDICTION.
FF SUPERCOINS SHOULD ONLY BE PURCHASED BY SOPHISTICATED PURCHASERS WHO ARE KNOWLEDGEABLE AND EXPERIENCED IN THE FEATURES AND RISKS OF RELEVANT DIGITAL APPS, VIRTUAL COMMODITIES, BLOCKCHAIN AND SMART CONTRACTS. OPEN SOURCE GROUP MAKES NO REPRESENTATION OR WARRANTY AS TO THE RELEVANCE OR COMPLETENESS OF THE INFORMATION SET OUT IN THIS DOCUMENT. ACCORDINGLY, POTENTIAL PURCHASERS SHOULD DETERMINE FOR THEMSELVES THE COMPLETENESS AND RELEVANCE OF THE INFORMATION CONTAINED IN THIS DOCUMENT AND ANY OTHER RELEVANT MATERIALS, IN EACH CASE AS SUPPLEMENTED FROM TIME TO TIME, AND CONDUCT THEIR OWN INDEPENDENT RESEARCH AND ENQUIRIES AS THEY DEEM NECESSARY. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THESE TERMS ANDCONDITIONS OR ANY OTHER RELEVANT MATERIALS MAY CONSTITUTE OR BE CONSTRUED TO BE BUSINESS, LEGAL, ACCOUNTING, FINANCIAL, OR TAXATION ADVICE. ACCORDINGLY, YOU SHOULD SEEK YOUR OWN INDEPENDENT LEGAL, ACCOUNTING, FINANCIAL, OR TAXATION ADVICE PRIOR TO ENTERING INTO THESE TERMS AND CONDITIONS OR PURCHASING FF SUPERCOINS, AND ANY DECISION TO PURCHASE FF SUPERCOINS SHOULD BE BASED UPON SUCH INDEPENDENT INVESTIGATION AND ADVICE AS YOU DEEM NECESSARY. THESE TERMS AND CONDITIONS SHOULD ALSO NOT BE CONSIDERED AS A RECOMMENDATION BY ANY PERSON TO PURCHASE FF SUPERCOINS.
WITHOUT PREJUDICE TO THE GENERALITY OF ANY OF THE FOREGOING, YOU SHOULD NOT PURCHASE ANY FF TOKENS UNLESS YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS AND ALL OTHER RELEVANT MATERIALS AND FULLY UNDERSTAND FF SUPERCOINS AND THE TERMS OF THEIR SALE, INCLUDING AT LEAST THE FOLLOWING:
- THE NATURE AND PURPOSE OF THE FF TOKENS, THE TOKEN SALE AND ITS CRYPTOGRAPHIC CONTEXT
- THESE TERMS ANDCONDITIONS OF THE TOKEN SALE
- THE PROCEDURES REQUIRED TO PURCHASE FF SUPERCOINS
- THE NATURE AND THE EXTENT OF THE RISKS TO WHICH YOU MAY BE EXPOSED TO AS A RESULT OF PARTICIPATING IN THE TOKEN SALE AND HOLDING FF TOKENS
- THE REGULATORY, TAX AND ACCOUNTING TREATMENT IN ANY APPLICABLE JURISDICTION OF PURCHASING FF SUPERCOINS AND HOLDING FF SUPERCOINS AS WELL AS ANY OTHER RELEVANT IMPLICATIONS OF SUCH PURCHASE OR HOLDING.
YOU MUST ALSO MONITOR THE WEBSITE FOR ANY ANNOUNCEMENTS THAT RELATE TO THE TOKEN SALE, AS THEY MAY ADD TO, ALTER, OR AFFECT THIS TERMS AND CONDITIONS.
THESE TERMS AND CONDITIONS AND OTHER RELEVANT MATERIALS MAY BE TRANSLATED. ANY VERSION OF THESE TERMS AND CONDITIONS AND ANY OTHER RELEVANT MATERIALS THAT IS NOT IN THE ENGLISH LANGUAGE (THE "NON-ENGLISH VERSIONS") IS FOR REFERENCE PURPOSES ONLY AND IS NOT CERTIFIED BY ANY PERSON. ONLY THE ENGLISH VERSION OF THESE TERMS AND CONDITIONS SHALL HAVE ANY LEGAL EFFECT ("ENGLISH VERSION") AND IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE ENGLISH VERSION AND THE NON-ENGLISH VERSIONS, THE ENGLISH VERSION SHALL PREVAIL. TABLE OF CONTENTS
I. BACKGROUND I
II. TOKEN SALE PARTICIPATION II
III. MISCELLANEOUS III
IV. RISK FACTORS IV I. BACKGROUND
The Open Source Group (the "Company") holds the vision of implementing the Open Source finance model. The Company is undertaking the sale of FF Tokens (the "Token Sale" or "Campaign"), a cryptographic token that can be used for trading. The value of the FF Tokens will be sold in a value reflecting the value of a trust reserve (the "Reserve") that is kept and managed, at its sole and absolute discretion, by an associated company. The precise dates and times for the launch of the Campaign ("Token Sale Launch") and the closing of the Campaign ("Token Sale End") will be announced at the Company's website (the "Website").
In these Terms and Conditions, any reference to Company shall, where the context permits, include any of the Company's affiliates, officers, directors, agents, joint ventures, employees, contractors, suppliers, or related corporations.
For further details about the Company, and the FF Tokens, please refer to the Open Source Finance Foundation (the "OSFF") White Paper (the "White Paper") as available at the Website. 2. ABOUT FF SUPERCOINS
An FF Token is a cryptographic token that can be traded. Further details are provided in the White Paper and will be supplemented by the announcements made on the Website. Nothing in these Terms and Conditions and Other Relevant Material shall constitute a guarantee by the Company that the FF Tokens would be sold for a certain value, or that there will definitely be other cryptographic tokens and/or cryptocurrencies available for purchase with the FF Tokens. 3. PURPOSE OF FF SUPERCOINS
One of the purpose of FF Tokens is its use in order to be traded and those set out under the White Paper (including but not limited to exclusive offer to events as organized by the Company). The FF Tokens do not have any other rights, use, purpose, value, attributes, functions or features whether expressed or implied.
It is important to note that none of the FF Tokens holders are entitled to any actual or economic rights whatsoever in the Company (including any right to a share of the profit or revenue of the Company) or the Reserve, any shares or stocks in the Company, any right to vote in any meetings of the Company, any claim on any of the Company's assets and the Reserve, any right to redeem FF Tokens in exchange for a refund or any payment, or any commitment of value or potential value as to any FF Tokens from the Company or any other person. Furthermore, the FF Tokens holders do not have any right, title or interest whatsoever in relation to the Reserve. Usage does not entitle any person to participate in or receive any payments, profits, income or other returns from the Reserve, the Company or otherwise.
These Terms and Conditions, the White Paper, the Website or the FF Tokens are not, nor shall they in any case be understood, deemed, interpreted or construed under the laws of any applicable jurisdiction to be, any kind of:
(i) money, legal tender, currency or deposit;
(ii) investment (whether secured or unsecured), equity interest, proprietary interest, economic right (including any kind of right to payment, income, dividend, profit, or other return, or any sums to be paid, or likely to be paid, out of such return or profit), share or similar interest in or claim against the Company or the Reserve;
(iii) equity, debt or hybrid instrument, security, collective investment scheme, managed fund, financial derivative, futures contract, commercial paper, negotiable instrument, investment contract, note, bond, warrant, certificate or instrument entitling the holder to interest, dividends, principal or any kind of return, nor any other financial instrument;
(iv) right, title, interest or benefit whatsoever in whole or in part, in the Reserve, the Company or any assets related to either of them;
(v) offer or solicitation in relation to gambling, betting, lotteries or similar; or
(vi) any commodity that any person is obliged to redeem or purchase.
FF Tokens can be obtained through the following methods:
(i) purchasing the FF Tokens directly from the Company through the Token Sale. 4. TOTAL SUPPLY
The supply of FF Tokens will be limited to 1,000,000 in total (including those available for sale during the Campaign), they will be sold over several tranches and the precise date will be updated on the Website. 5. USE OF PROCEEDS FROM THE TOKEN SALE
Use of the proceeds raised during the Token Sale is in the sole and absolute discretion of the Company and to fund the development of FF Tokens, promotion and marketing of FF Tokens, maintenance of the FF Tokens community, operation of the Company, and other purposes consistent with the Company's mandate. Relevant expenses that may be paid or reimbursed (as applicable) include but are not limited to the following:
- Research and development
- Business development
- Marketing and user acquisition
- Working capital and reserve
The directors of the Company will collectively formulate and approve the detailed plan to deploy the Token Sale proceeds after the Campaign has been completed. The Company's rights and powers in relation to the use of the Token Sale proceeds are not limited by these Terms and Conditions in any way and may include transfer of the proceeds to any other wallets or addresses in any form. 6. PUBLICITY
Information relating to the Campaign will be announced on the Website by the Company as it becomes available. FF Tokens holders and prospective persons participating in the Token Sale ("Purchasers") should pay attention to announcements made by the Company. 7. TERMS OF THE TOKEN SALE
The terms of the Token Sale are comprised of:
(i) these Terms and Conditions; and
(ii) any announcements made on the Website at any time before the Token Sale. Prospective purchasers of FF Tokens must monitor the Website for such announcements.
If there is any conflict or inconsistency between:
(i) an announcement on the Website and these Terms and Conditions or the White Paper or any other document, the announcement on the Website prevails to the extent of the inconsistency;
(ii) these Terms and Conditions and the White Paper or any other document, these Terms and Conditions shall prevail to the extent of the inconsistency;
(iii) any sale and purchase agreement and these Terms and Conditions and the White Paper, the sale and purchase agreement prevail to the extent of the inconsistency provided this is expressly agreed on by the parties in the sale and purchase agreement;
(iv) the Non-English of this Terms and Conditions and any translation, the English version prevails. II. TOKEN SALE PARTICIPATION
1. TOKEN SALE SUMMARY
The following is provided for summary purposes only. Please read the whole of this Chapter II for full details of the Token Sale.
To be decided and announced by the Company 2. PARTICIPATION IN THE CAMPAIGN
The Campaign will first be launched through a first round to selected parties (the "First Round"). The First Round will only be offered to selected [institutional and cornerstone buyers.]
Subsequent Round will be launched according to the schedule of the Company which will be announced on the Website.
(i) In addition to those described elsewhere in these Terms and Conditions:
(a) Participation in the Campaign is entirely on a voluntary basis. The following actions will not be deemed as a commitment or obligation to participate in the Campaign or purchase any FF Tokens:
- Visiting the Website.
- Registration on the Website for updates.
- Requesting or reading any materials (such as these Terms and Conditions or the White Paper) made available by the Company.
- Communicating with the Company in any manner.
- Attending any marketing events of the Token Sale.
(b) If a Purchaser is a citizen, tax or permanent resident of, person in, or otherwise has a relevant connection with, a jurisdiction where the offer, purchase or ownership of FF Tokens is prohibited, restricted or requires registrations of any kind ("Restricted Purchaser"), they must not participate in the Campaign or purchase FF Tokens.
(c) In cases where the Company discovers or suspects that the purchase or holding of FF Tokens by any Purchaser violates any applicable regulatory requirements, including but not limited to money laundering, terrorist financing, bribery, corruption, tax evasion, fraud, the trafficking of arms, drugs, humans or wildlife, slavery, proliferation of weapons of mass destruction, evasion of economic or trade sanctions, or any acts or attempts to circumvent or violate any applicable laws relating to these matters ("Financial Crime"), or made to Restricted Purchasers, such purchase is deemed to be invalid. In such case, the Company may immediately terminate its relationship with the Purchaser and take any actions considered by the Company in its sole and absolute discretion as necessary for the Company to meet its legal and regulatory obligations and is not obliged to return any purchase amounts to such Purchaser. The Company further reserves the right to immediately cancel delivery of any FF Tokens and may demand the full return of any FF Tokens that has already been delivered from such Purchaser. Such actions will be irrespective of any purchase amount that has been advanced by that Purchaser and the Company is under no obligation to provide reasons.
(d) The Company reserves the right to refuse to sell FF Tokens to any person at its sole and absolute discretion.
(e) The Company will only be responsible for sending the FF Tokens to the cryptographic utility token wallet address provided by the Purchaser. The Company will not be liable for any errors or omissions made by the Purchaser including the provision of incorrect or incomplete wallet address.
(f) Each Purchaser is fully responsible for keeping their cryptographic utility token wallet (including private keys) confidential, secure and intact at all times. The Company will not be held liable for the cryptographic utility token wallet of any Purchaser. Should any of these wallets be lost, compromised or stolen, the delivery of purchased FF Tokens may fail, become impossible or be incorrectly sent.
(ii) Specific terms and arrangements applicable to all Purchasers:
(a) Each Purchaser must irrevocably remit the purchase price of lawfully acquired BTC, BCH, ETH, EOS or USDT to the corresponding wallet address as provided to them by the Company. The Company will return the applicable number of FF Tokens to the destination wallet ("Designated Wallet"), subject to any right to reject any purchase by the Company.
(b) WARNING: Purchasers must not send BTC, BCH, ETH, EOS or USDT from, and/or must not designate, an exchange or hosted wallet to the Company. Otherwise the Company will send the applicable FF Tokens to the address of the exchange or hosted wallet, the Purchaser may not be able to retrieve their FF Tokens as a result.
(c) Purchasers will be required to complete the Company's know-your-customer ("KYC") and anti-money laundering and counter terrorist financing ("AML/CTF") verifications by uploading the relevant document on the Website.
(d) In the event that a Purchaser cannot satisfy the Company's in respect of KYC and AML/CTF verifications, then they will not be able to participate in the Campaign, have their purchase price confiscated and/or returned at the Company's sole discretion. 3. TRANSFERABILITY OF FF SUPERCOINS
(i) FF Tokens that is purchased by a Purchaser may only be claimed by that Purchaser.
(ii) FF Tokens will not be transferable to any blockchain address during its lock-up period. Prior to the expiry of the lock-up period, a Purchaser cannot transfer nor attempt to transfer (whether by legal or equitable assignment, trust, charge, sub-contract, novation or otherwise) FF Tokens or any part or the whole of their rights, title or interest under these Terms and Conditions, including their right to claim those FF Tokens, to any other person or entity, whether with or without consideration. All such transfers and attempted transfers are strictly prohibited, will be deemed void and will not be recognized by, nor binding on, the Company.
(iii) Once all conditions herein are met and the lock-up period is expired, FF Tokens are transferable.
(iv) At the end of the lock-up period, Purchasers will be able to transfer any FF Tokens which they lawfully hold to another wallet or address. Such transfer will be deemed effective, and a transfer of any FF Tokens will only be effective, as at the time and date of the relevant transaction being included in a block on the [Ethereum] blockchain which has received such number of confirmations as the Company considers necessary for that transaction to be considered irreversible.
(v) By transferring any FF Tokens, a Purchaser assigns all their obligations, rights, title and interest under these Terms and Conditions to the owner of the wallet or address to which they transfer that FF Tokens.
(vi) The owner of the wallet in which any FF Tokens is held will (except as otherwise required by law or as ordered by a court of competent jurisdiction) be treated as the absolute owner of that FF Tokens for all purposes (regardless of any notice of any trust or any other interest, or the theft or loss of any private key) and neither the Company nor any other person will be liable for so treating that person as absolute owner.
(vii) The Company agrees that, if any rule of law (including any legislation, rule of common law, rule of equity or customary law) requires written notice to effect the transfer of any FF Tokens, such notice is deemed given as an electronic record by inclusion of the relevant transaction on a block on the Ethereum blockchain.
(viii) Notwithstanding any other provision in these Terms and Conditions, the Company reserves the right to treat as void any transfer of an FF Token which the Company reasonably believes to be unlawful for any reason.
(ix) Notwithstanding any of the above, there is no guarantee or assurance of the availability of any market for transfer of FF Tokens or any such market's liquidity. 4. REPRESENTATIONS AND WARRANTIES
(i) By participating in the Campaign, each Purchaser represents and warrants that:
(a) they have read, understood and agree to these Terms and Conditions, White Paper and all relevant announcements on the Website, and sought all necessary advice;
(b) all information submitted by them to the Company is true, complete, valid and non-misleading;
(c) they are not a Restricted Purchaser;
(d) they have obtained any consents required for their participation at the Campaign and are legally permitted and capable to acquire, receive and hold FF Tokens and cryptographic utility tokens generally;
(e) they are not a statutory corporation, governmental or semi-governmental authority;
(f) if they are an individual, they are of sufficient age to participate in the Campaign and are persons with full legal capacity of conduct under the laws of the jurisdiction where they are domiciled or maintain citizenship;
(g) if they are a corporation, they are duly incorporated, validly existing corporation in good standing under the laws of the place in which they are incorporated;
(h) they are not bankrupt or insolvent and entry into and performing their obligations under these Terms and Conditions will not result in them becoming bankrupt or insolvent;
(i) they are sophisticated and experienced traders, experts, technicians and/or professionals in the fields of distributed ledger technology and cryptographic tokens and they are fully aware of the risks associated with the development and use of FF Tokens;
(j) their participation in the Campaign is entirely voluntary and the decisions to participate are based wholly on their own independent judgment without being coerced, solicited or misled by anyone else. They do not require any consent, approval, order or authorization of, or qualification, registration, declaration, designation or filing with, governmental authority or agent of any kind in relation to their participation in the Campaign;
(k) they are experienced in and fully capable of operating, maintaining and safekeeping the cryptographic token wallet private key out of which they make any contribution for purchasing the FF Tokens;
(l) they only use cryptographic tokens as lawfully acquired through mining and/or trading to make payments for FF Tokens and do not participate in the Campaign for any money-laundering, terrorism financing or other illegal or illegitimate purpose;
(m) their participation in the Campaign will not contravene any restriction legally binding on them or the assets which they send as payment;
(n) they have given full rights to the Company to use the Token Sale proceeds for whatever purpose the Company may in its sole and absolute discretion determine immediately upon transferring such proceeds to the Company;
(o) they or any of their affiliates or persons on whose behalf they are acting are not a person who:
(A) has been convicted or has any changes currently pending for any offence (other than motoring or other minor offences), including any offence involving fraud, dishonestly or breach of applicable securities, corporations, anti-trust, financial crime regulation or applicable tax laws; or is currently subject to any material criminal, regulatory or administrative investigation by any government agency or proceeding in relation to any such matter which has either been publicly announced or in respect of which written notice has been given to the affected person.
(B) without limiting paragraph (A), is a person who appears in another list of persons with whom dealings are proscribed by the United Nations or another government agency or relevant authority under applicable law, or its part of a group that appears in such a list; or
(C) acts on behalf, or for the benefit of, any person described in paragraph (A) or (B);
(p) they understand that the Company and Open Source Finance Trust Limited do not give any undertaking that, if the FF Token is used as a means of making payment for goods or services offered by anyone, the Company and/or Open Source Finance Trust Limited will not, or will not procure the external recipient of the FF Tokens to, accept the payment up to the amount of the money in the Reserve; and
(q) they do not have and will not make any claim against the Reserve.
5. All the above representations and warranties made by a Purchaser are true, accurate, complete and non-misleading on and from the date of that Purchaser making a contribution during the Campaign and are repeated thereafter. The Company reserves the rights to deny and invalidate payments made by, and withhold the distribution and/or activation of relevant FF Tokens from, or demand the return of any FF Tokens delivered from, any Purchaser who has made a false, incomplete or misleading representation in the sole judgment and sole and absolute discretion of the Company.