Terms of Sale
THESE TERMS ARE NOT AVAILABLE FOR U.S. PERSONS AND ARE ONLY AVAILABLE FOR PERSONS ENTERING INTO THESE TERMS OUTSIDE OF THE UNITED STATES. THE TOKENS HAVE NOT BEEN REGISTERED WITH ANY U.S. OR OTHER AUTHORITY AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES.
FAIRSIDE
TERMS OF SALE
(Only for non-U.S. persons outside of the United States)
PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY, INCLUDING WITHOUT LIMITATION THE RISK DISCLOSURES ATTACHED HERETO AS SCHEDULE 1 ATTACHED HERETO. NOTE THAT SECTION 16 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH MAY AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.
Your purchase of $FAIR Tokens (collectively, “$FAIR” or “Tokens”) from FairSide Foundation, a Delaware nonstock corporation, or a British Virgin Islands entity once entity formation is complete (“Fairside,” the “Foundation,” “we,” or “us”) during the Token sale (the “Token Sale”) period (the “Sale Period”) is subject to these Terms of Sale (U.S. Persons) (“Terms”). These Terms are a legal contract between you and the Foundation that govern your purchase of the Tokens. Each of you and the Foundation is a “Party,” and together the “Parties.”
By purchasing Tokens from us and/or using $FAIR to participate in the Fairside Protocol, you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these terms, please contact us at info@fairside.io . You and the Foundation agree as follows:
Purpose and Use of Tokens
The sole utility of holding $FAIR is ]as a receipt for ETH contributions on the Fairside Protocol (the “Fairside Protocol”) for participation in cost sharing], and not for any investment itself.
You should not purchase the Tokens with an expectation of Tokens increasing (or not decreasing) in value as a result of any future functionality or the success or failure of the Fairside Protocol. Use of the Fairside Protocol is subject to terms of use of the Fairside Protocol and include other disclosures relevant to users of the Fairside Protocol.
The Tokens are not intended to be a digital currency, security, derivative, [transferable crypto asset] or any other kind of financial instrument, but you should be aware that the application of legacy financial and other regulation to new technology like the Tokens is uncertain and carries risk.
Scope of Terms
Unless otherwise stated herein, these Terms govern only your purchase and use of Tokens. [The use of Tokens in connection with the Fairside Protocol will be governed by the Fairside Protocol [Terms of Use, Privacy Policy, Anti-Money Laundering Policies, and other applicable terms and policies] available at https://fairside-network.gitbook.io/fairside (collectively, the “Fairside Protocol Terms and Policies”).] [Any additional Fairside Protocol Terms and Policies we promulgate will be available at https://fairside-network.gitbook.io/fairside. We may add terms or policies to the Fairside Protocol Terms and Policies at our sole discretion and may update each of the Fairside Protocol Terms and Policies from time to time according to modification procedures set forth therein. To the extent of any conflict with these Terms, the Fairside Protocol Terms and Policies shall control with respect to any issues relating to the use of Tokens in connection with the Fairside Protocol.
Eligibility
Eligibility Requirements. In order to be eligible to participate in the Token Sale, you must provide all information as required by the Foundation or its agents as part of its screening process (which may include IP-based geoblocking and sanction screening efforts) to seek to ensure that (i) no specially designated nationals or other persons sanctioned by FinCen are permitted to purchase $FAIR, and (ii) only eligible persons can participate in the Token Sale. In addition, to participate in the Token Sale you must (i) not be a U.S. Person as defined in Rule 902(k) of Regulation S under the U.S. Securities Act of 1933, as amended (“Securities Act”), (ii) not access or seek to access this site from the United States, and (iii) have purchased cost-sharing coverage.
Technical Requirements. In order to be eligible to purchase the Tokens and receive any purchased Tokens, you must also control a software application or hardware device that securely manages your public and private keys related to a blockchain address (a “Wallet”) that supports ERC native tokens on the Ethereum Mainnet, and provide the public key for your Wallet (the “Token Receipt Address”) if requested. We reserve the right to prescribe additional guidance regarding specific requirements with respect to a storage mechanism for the Tokens. You must have the ability to send ETH to the address that we provide (the “Token Deposit Address”).
We are not responsible for any delays, losses, costs, non-delivery of refunds or of Tokens, or any other issues arising from your failing to provide a Token Receipt Address or providing an inaccurate or incomplete Token Receipt Address.
The Foundation prohibits any and all sales to users domiciled or located in a country or territory it deems as restricted from any Token sale activities or are subject to other regulatory requirements, including but not limited to Afghanistan, Congo-Brazzaville, Congo-Kinshasa, Cuba, Iran, Iraq, Libya, North Korea, Syria and Tajikistan. The Foundation may cancel any sales to users domiciled or located in any such country and may seek to block such users from accessing the Token sale page.
Cancellation; Refusal of Purchase Requests
No Refund. Your purchase of Tokens from us is final, and there are no refunds or cancellations except as may be required by applicable law.
Fairside Right to Cancel Purchases. If required or applicable, the ETH or other cryptocurrency sent by you to purchase Tokens may be returned and the purchase and sale of the Tokens may be considered void and rescinded without further recourse against the Foundation. We reserve the right to refuse or cancel Token purchase requests at any time at our sole and absolute discretion and to stop the Token Sale entirely for any reason, or no reason. To the extent that we refuse or reject a payment, we will exercise reasonable endeavors to secure that the payment is returned to the Wallet from which it was made to the extent permitted by applicable law. However, we do not warrant, represent, or offer any assurances that we will be able to successfully recover and/or return such payments, and, in any event, you accept that any return of your payment will be net of any fees applied at the time the payment is made and thereafter until returned (if so returned).
Sale Procedures and Specifications
Quantity of Tokens: The Foundation has generated an initial 155,000,000 $FAIR as native tokens on the Ethereum blockchain for use with the Fairside Protocol, of which approximately 25,000,000 is expected to be available for purchase during the Sale Period.
$FAIR Price. During the Sale Period, one $FAIR token can be purchased at the $USD price set for the Token. All payments shall be made in ETH. If purchases are made in ETH, the Foundation will specify the appropriate amount of ETH to be transferred, based on the approximate exchange rate between ETH and USD at the time of purchase, from reputable exchange sources. If you participate in the Token Sale, subsequent purchasers could purchase the token at a higher or lower price, and there will be no refunds.
Procedures for Purchasing $FAIR. In order to purchase $FAIR during the Sale Period you must have a third party Wallet that supports ERC native tokens on the Ethereum Mainnet, and to receive the $FAIR you purchase, you must have a third party Wallet that supports ERC native tokens on the Abstract Chain. The Foundation reserves the right to prescribe additional wallet requirements.
The registration process may require the purchaser to supply their Token Receipt Address. Once the Sale Period has commenced a Token Deposit Address will be supplied by the Foundation. The Token Deposit Address may be a common use address or individualized for each purchaser.
To initiate a purchase of $FAIR during the Sale Period, you must send an amount of ETH, or other cryptocurrency to the Token Deposit Address specified to you after you agree to these Terms through the acceptance process described on our website. ETH must be sent to the correctly advertised Token Deposit Address. We are not responsible for any purchase attempts of $FAIR tokens that revert or are not completed or fail to be written to the Ethereum Mainnet. FairSide reserves the right to determine the distribution date of $FAIR tokens following the completion of the token sale, which will be communicated to participants at our discretion in accordance with the protocol’s terms and conditions.
The Token claim process may automatically deliver the corresponding amount of $FAIR to either (i) the Wallet address from which the ETH was sent,, or (ii) your registered Token Receipt Address that is compatible with Abstract Chain, provided that such wallet has been verified. Sending ETH, or other cryptocurrency to any other address may result in loss of ETH, or other cryptocurrency.
Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with purchasing, holding and using Tokens, including, without limitation, these disclosed and explained in the Risk Disclosures set forth in Schedule 1 attached hereto. If you have any questions regarding these risks, please contact us at info@fairside.io.
BY ACCEPTING THESE TERMS AND PURCHASING TOKENS, YOU EXPRESSLY AND FINALLY ACKNOWLEDGE, ACCEPT AND ASSUME ALL OF THE RISKS SET FORTH IN SCHEDULE 1 ATTACHED HERETO. ALL RISK OF LOSS TRANSFERS TO YOU UPON PURCHASE OF THE TOKENS.
Security
You are responsible for implementing reasonable measures for securing the Wallet, Ethereum Mainnet externally owned account, ledger, hardware device, vault or other storage mechanisms you use to receive and hold Tokens you purchase from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. If your private key is compromised, you may lose access to your Tokens. Even if we refer you to third-party wallet solutions, we are not responsible for the adequacy of their services or software, or for any such losses. You will implement reasonable and appropriate measures designed to secure access to (i) any device connected with the email address associated with your account, (ii) private keys required to access any relevant Ethereum address or your Tokens and (iii) your username, password and any other login or identifying credentials, including those used by $FAIR service providers.
Personal Information
We may determine, at our sole discretion, that it is necessary to obtain certain information about you required to maintain compliance with any federal, state, local, domestic or foreign law, regulation or policy, in connection with selling Tokens to you. You agree to provide us, or our nominee, such information promptly upon request, and you acknowledge that we may refuse to sell Tokens to you until you provide such requested information and we have determined that it is permissible to sell you Tokens under applicable law or regulation.
We may use aggregate statistical information about your activity, including your activity on the Foundation Site and logins to various websites, for marketing or any other purpose at our sole discretion, in accordance with our Privacy Policy or any other Fairside Protocol Terms and Policies. We may use your internet protocol address to verify your purchase of Tokens. However, we will not release your personally-identifying information to any third party without your consent, except as not prohibited by law or as set forth in these Terms, our Privacy Policy or any other Fairside Protocol Terms and Policies, all of which you have agreed to by consenting to these Terms and purchasing the Tokens and/or using $FAIR to participate in the Fairside Protocol.
Taxes
The Purchase Price that you pay for Tokens is exclusive of all applicable taxes. You are solely responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting or remitting any sales, use, value added or similar tax arising from your purchase of Tokens. You agree not to hold the Foundation or any Fairside Protocol Parties (as defined below in Section 11) liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of Tokens, or any other action or transaction related to the Fairside Protocol.
Representations and Warranties
By purchasing Tokens, you represent and warrant that:
Legal Competency. If you are a natural person, you are over the age of 18 (or if higher, you are over the age of majority in your country of residence, and you are legally able to own or use the Token);
Due Authorization. If you are purchasing Tokens on behalf of a legal entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);
Acknowledgment of Terms and Risks. You have read and understand these Terms, the Risk Disclosures, and the other available Fairside Protocol Terms and Policies and understand the risks, responsibilities and implications of purchasing the Tokens;
Non-Sanctioned Person. You are not (i) a citizen or resident of a geographic area in which your purchase of the Tokens or use of the Tokens for governance functionality is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on BIS’s Denied Persons, Unverified, or Entity Lists, or OFAC’s List of Specially Designated Nationals, Foreign Sanctions Evaders, or List of Consolidated Sanctions, or DDTC’s Debarred Parties List;
Acquiring Only for Participation in the Fairside Protocol. You are not purchasing Tokens for any investment, speculative, or other financial purposes and you understand that the sole utility of the Tokens is [to function as a receipt for contributions to the Fairside Protocol as part of participation in cost sharing;
Non-U.S. Persons Only. You are: (i) not a U.S. Person as defined in Rule 902(k) of Regulation S under the Securities Act, and (ii) not accessing or seeking to access this site from the United States. At the time of your purchase of Tokens you were physically outside of the United States and the Tokens were not offered to you in the United States, and you are not acquiring the Tokens for the account or benefit of any U.S. Person; as of the date of your purchase of Tokens, you have no present plan or intention to sell the Tokens in the United States; and you have not entered into, and you do not have the intention of entering into, and will not enter into any option, equity swap, or other similar derivative instrument in the United States with respect to the Tokens at any time until the end of a period of one year from the later of the commencement date and the closing date of the offering of the Tokens.
Notice to UK and EU Residents. You acknowledge that you are purchasing the Tokens exclusively at your own initiative and that neither the Foundation nor any other person has advertised, promoted or otherwise solicited the purchase of the Tokens in any way. No action has been taken or will be taken to make an offer of the Tokens or to solicit investment from any person in the United Kingdom or European Union. If you are in the United Kingdom, you understand that this information is only intended to be available to qualified investors (i) who have professional experience in matters relating to investments who fall within the definition of “investment professional” in article 19(5) of the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in article 49(2) of the order i.e. broadly, companies with called up share capital or net assets of £5 million or more and trustees of trusts with gross assets of £10 million or more, or (iii) persons not located in the UK, and (iv) other persons to whom it may otherwise lawfully be communicated in accordance with the order; and to whom this communication may otherwise lawfully be made (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such relevant persons. This communication must not be acted on or relied on in the United Kingdom, by persons who are not relevant persons. Persons of any other description in the United Kingdom are not permitted to receive and should not act or rely on this communication. You understand that the Foundation is not licensed in the United Kingdom or European Union to carry on any investment related activities and no prospectus or white paper has been registered with any regulatory authority in the United Kingdom or European Union, or elsewhere, in relation to the tokens. Purchase of the Tokens is not covered any investor compensation or complaints scheme. The Foundation has not considered the suitability or appropriateness of any purchase you make of tokens. If you are unsure about any aspect of the Tokens or any information provided, you should consult your financial or other professional adviser, including as to whether you are subject to any local laws or regulations that prohibit or restrict your right to access the Fairside Protocol and/or make a purchase of the Tokens. No purchase of the Tokens will be permitted by the Foundation in any jurisdiction where this would contravene applicable local law.
Sole Control of Wallet. The Wallet address you supplied during the know-your-customer process is controlled by you and you alone;
Sufficient Understanding. You have such knowledge and experience in blockchain technology, cryptographic tokens, token storage mechanisms (such as token wallets), and distributed ledger technology and financial and business matters that you can be presumed capable of evaluating the merits and risks of acquiring and using the Tokens to participate in governance of the Fairside Protocol. In evaluating the merits and risks of purchasing and using the Tokens, you have and will rely upon the advice of your own technical advisors, legal counsel, tax advisors, and/or other advisors;
Adequate Information and Non-Reliance. You have obtained sufficient information about the Tokens to make an informed decision to purchase and use the Tokens and ask any questions, and you have not relied on any representations or warranties made by, or information provided by, the Foundation, Fairside Protocol Parties (as defined below in Section 11), or any party outside of these Terms and the other Fairside Protocol Terms and Policies, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any white paper;
Acquiring for Own Use. You are acquiring the Tokens for your own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and you have no present intention of selling, granting any participation in, or otherwise distributing the same or any part thereof. You further represent that you do not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to these Terms or the Tokens. If you are acquiring the Tokens on behalf of an entity, the entity has not been formed for the specific purpose of acquiring the Tokens;
No Registration with Any Authority. You acknowledge that (i) the Tokens have not been registered under the Securities Act or any state or foreign law securities laws, and that the Foundation has no plans to register the Tokens under any such laws, (ii) there is substantial uncertainty as to the application of securities, financial, tax and other laws to new technologies, including blockchain technology and tokens, and that the interpretation of existing laws or new laws may affect the regulatory status of the Tokens, the offer or sale of the Tokens, and the use of the Token, (iii) the Foundation does not consider Tokens to be securities, but in light of regulatory uncertainty, the Foundation has decided to limit offers and sales of Tokens outside of the United States to non-US persons only in accordance with Regulation S. The tokens cannot be resold (and you cannot create or maintain any derivative position equivalent thereto or engage in hedging transactions including any option, swap or other derivative transaction regarding the Token) in the United States or to or for the benefit of a U.S. person or any other person earlier than 12 months after purchase absent an exemption from such registration and agree to comply with any such restrictions;
No Unauthorized Use. You agree not to allow anyone to use your Wallet or share your credentials with any other person for the purpose of facilitating their unauthorized access to the Token Sale. If you do share your credentials with anyone, we will consider their activities to have been authorized by you. You alone are responsible for any acts or omissions that occur during the Token Sale through the use of your credentials. We reserve the right to suspend or block your access to the Token Sale upon suspicion of any unauthorized access or use, or any attempted access or use, by anyone associated with your credentials;
Responsibility for Compliance with Applicable Law. The Tokens are not intended to be offered and sold or used in any jurisdiction where not permitted by applicable law. You represent that your purchase of Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to; (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of the Tokens and entering into contracts with us and to receive software and participate in the use of the Fairside Protocol, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained. You understand that you bear the sole responsibility to determine whether your purchase, ownership or use of the Tokens and the Fairside Protocol, change in value of the Tokens, the sale and purchase of the Tokens and/or any other action or transaction related to the Tokens and Fairside Protocol may have legal, including tax, implications;
Responsibility for Complying with Tax Obligations. You will comply with any applicable tax obligations in your jurisdiction that may be relevant to your purchase, holding, use, sale, or transfer of the Tokens; further, by obtaining, holding or using the Tokens, and to the extent permitted by law, you agree not to hold any third party (e.g., developers, auditors, contractors, or founders) liable for any legal, including tax, liability associated with or arising from the ownership or use of the Tokens or any other action or transaction related to the Fairside Protocol;
Class Action Waiver. You waive the right to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the creation of the Tokens, as discussed more fully in Section 16;
No Rights Other than Governance. You understand that the purchase of Tokens does not involve the purchase of shares, security, or any equivalent in the Foundation or any existing or future public or private company, corporation or other entity in any jurisdiction;
Agreement to Provide Information. You agree to promptly provide to the Foundation or its nominee, upon request, proof of identity and/or source of funds and/or other documentation or other information that the Foundation may request from time to time in connection with the Foundation’s obligations under, and compliance with, applicable laws and regulations, including but not limited to legislation, regulations or guidance, anti-terrorism laws, rules and regulations and or any similar laws and regulations of any applicable jurisdiction and/or tax information reporting or withholding legislation, regulations or guidance;
Disclosure of Information. You understand and acknowledge that the Foundation may be required to, or may voluntarily, report any action that the Foundation suspects or has reason to suspect is unusual or indicative of criminal behavior or any failure to comply with the information requests. You further understand and acknowledge that the Foundation may disclose the information regarding you, and if applicable, your directors, employees or agents and its direct and indirect beneficial owners to governmental authorities, self-regulatory organizations and financial institutions, in certain circumstances without notifying you that the information has been so provided; and
Voluntary Provision of Information. You understand and agree that, even if the Foundation is not obligated to comply with any U.S. KYC and AML requirements, the Foundation may nevertheless choose to voluntarily comply with such requirements as the Foundation deems appropriate in its sole discretion. You agree to cooperate with the Foundation as may be required in the reasonable view of the Foundation in connection with such compliance.
Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Foundation and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, promoters, endorsers, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Fairside Protocol Parties”) from and against all actual and threatened claims, lawsuits, demands, actions, investigations (whether formal or informal), liabilities, obligations, judgments, damages, penalties, interests, fees, losses, expenses (including attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether claimed by Fairside Protocol Parties or third parties including governmental authorities, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively “Claims”) arising from or relating to (i) your acquisition or use of Tokens, (ii) the performance or non-performance of your responsibilities or obligations under these Terms and other Fairside Protocol Terms and Policies, (iii) your breach or violation of these Terms and other Fairside Protocol Terms and Policies, (iv) any inaccuracy in any representation or warranty made by you, (v) your violation of any rights (including, but not limited to, intellectual property rights) of any other person or entity or (vi) any act or omission of yours that is negligent, unlawful, or constitutes willful misconduct. This foregoing indemnity is in addition to, and not in lieu of, any other remedies that may be available to the Fairside Protocol Parties under applicable law. The Foundation reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Foundation.
Disclaimers
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS RELATING TO THE TOKENS (WHETHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE; (B) WE DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT, ERROR-FREE, OR DEFECT-FREE, MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED ANY OF THE INFORMATION SET FORTH IN THESE TERMS OR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE COMPANY. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN UNDER THE LAWS, REGULATORY REQUIREMENTS, OR RULES OF ANY JURISDICTION.
NEITHER THESE TERMS NOR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE COMPANY CONSTITUTES A PROSPECTUS OR OFFERING DOCUMENT AND IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION.
Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section may not apply to you.
Conditions to Token Delivery
In connection with, as a condition to, and prior to delivery of Tokens to you:
You will execute and deliver to the Foundation any and all other transaction documents related to these Terms and the delivery of the Tokens, as are reasonably requested by the Foundation, including documentation to verify the Purchaser’s status as a non-U.S. person;
You will complete and deliver any and all forms, documents, processes and procedures, including, for the avoidance of doubt, any electronic verification system or process, which the Foundation determines are reasonably necessary for the Seller to comply with applicable money laundering laws requested by the Foundation from time to time, including after the date of the Token Sale; and
You shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the Foundation may reasonably request in order to carry out the intent and accomplish the restrictions in this Section and/or as shall be requested to comply with then applicable laws and regulations and/or as requested by a digital asset exchange, if applicable, in connection with the listing of the Token.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL COMPANY OR ANY FAIRSIDE PROTOCOL PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSSES OR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, DIMINUTION OF VALUE, LOSS OF USE OR DATA, LOSS OR DEPLETION OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF CONTRACT, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, OR THE LIKE) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE AND PURCHASE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS OR OTHER FAIRSIDE PROTOCOL TERMS AND POLICIES, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND ITS AFFILLIATES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE TOKENS.
THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section may not apply to you.
Release
To the fullest extent permitted by applicable law, you release the Foundation and the other Fairside Protocol Parties from responsibility, liability, claims, losses, 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 you and the acts or omissions of third parties.
Dispute Resolution; Arbitration
PLEASE READ THIS SECTION CAREFULLY: IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Foundation (i) waive your and the Foundation’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and the Foundation’s respective rights to a jury trial. Instead, you and the Foundation will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to the Foundation shall be sent by e-mail to the Foundation at legal@fairside.io . Notice to you shall be by email to the then-current email address registered with the Foundation. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and the Foundation cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or the Foundation may, as appropriate and in accordance with this Section, commence an arbitration proceeding or, to the extent specifically provided for in this Section, file a claim in court.
Arbitration Process. You and we agree that any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration in accordance with the American Arbitration Association Rules. The place of arbitration shall be San Francisco, California. The language of the arbitration shall be English. The arbitrator(s) shall have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" subsection of these Terms as to the types and amounts of damages for which a party may be held liable. The prevailing party will be entitled to an award of their reasonable attorney's fees and costs. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties.
No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and the Foundation and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Severability of Dispute Resolution; Arbitration. If any term, clause or provision of this Section is held invalid or unenforceable, it will be held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth in Section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
Governing Law and Venue
These Terms will be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law rules or principles (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out of or relating to these Terms that is not subject to arbitration or cannot be heard in small claims court will be resolved and filed only in the courts of the State of Delaware. You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.
Severability
If any term, clause, or provision of these Terms is held to be illegal, invalid, void, or unenforceable (in whole or in part), then such term, clause, or provision shall be severable from these Terms without affecting the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision in these Terms, which will remain in full force and effect. Any invalid or unenforceable provisions will be interpreted to affect the intent of the original provisions. If such construction is not possible, the invalid or unenforceable provision will be severed from these Terms, but the rest of these Terms will remain in full force and effect.
Miscellaneous
These Terms constitute the entire agreement between you and us relating to your purchase and use of Tokens from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at https://fairside-network.gitbook.io/fairside and include the date of the update. We may also attempt to notify you through other communications channels. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us. 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. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.
SCHEDULE 1 – RISK DISCLOSURES
You should read each of these Risk Disclosures carefully before deciding to purchase or use the Tokens.
Risks Related to $FAIR Tokens
Risk of Losing Access to $FAIR Due to Wallet Incompatibility: A valid Ethereum address from an ERC native token compatible wallet is required to receive your $FAIR. Non-compatible wallet addresses will not be accepted. In addition, the Ethereum address used must not be associated with a third-party exchange or service that has custody over the private key. You must own the private key if your address is an exchange address.
Risks Associated with the Ethereum Blockchain: $FAIR operates on the Ethereum blockchain. As such, any malfunction, unintended function, unexpected functioning of or attack on the Ethereum blockchain may cause the Fairside Protocol or $FAIR to malfunction or function in an unexpected or unintended manner. Ethereum may be the target of malicious attacks seeking to identify and exploit weaknesses in the software, which may result in the loss or theft of $FAIR. For example, if $FAIR or Ethereum are subject to unknown and/or known security attacks (such as double-spend attacks, 51% attacks, or other malicious attacks), such attacks may materially and adversely affect the Fairside Protocol and the utility of the $FAIR.
Risks Associated with Purchaser Credentials: Any third party that gains access to or learns of your wallet credentials or private keys may be able to control your $FAIR. To minimize this risk, you should guard against unauthorized access to your electronic devices. Best practices dictate that you safely store private keys in one or more backup locations geographically separated from the working location. In addition, you are responsible for giving us the correct token receipt address to send you your $FAIR. If you give us the incorrect token receipt address to send your $FAIR to, we are not responsible for any loss of $FAIR that may occur.
$FAIR are Subject to Certain Limitations. The Tokens only function as receipts contributions to the Fairside Protocol,and are subject to certain limitations. The Tokens provide no rights of any kind with respect to the governance of the Foundation itself or its affiliates.
$FAIR. $FAIR act as receipts for deposited ETH, but there can be no guarantee that a holder of $FAIR will be able to claim the deposited ETH or equivalent value or that the value of the deposited ETH will not decline or that $FAIR holders will receive any risk reduction or economic benefits from acquiring $FAIR, as a result of which $FAIR tokens may have no value in the future.
Risks and Uncertainty of Classification of Digital Assets. Regulation of tokens (including the Tokens), token offerings, or token purchases, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges is not yet mature and likely to rapidly evolve, varies significantly among international, federal, state and local jurisdictions, and is subject to significant uncertainty and varying interpretations. Various legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations, guidance, or other actions, which may severely impact the adoption and utility of the Tokens. The classification of digital assets and transactions involving digital assets has implications for how existing laws apply to those assets and transactions. For example, if the Tokens were deemed securities in the United States, sales and resales of the Tokens and how they may be sold or resold may be subject to transfer restrictions, and other restrictions may apply. It is possible that any such developments could impact the ability to use the Tokens.
Risks from Taxation: The tax characterization of $FAIR is uncertain. You must seek your own tax advice in connection with the acquisition, storage, transfer (if applicable), and use of $FAIR, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties, or other charges and tax reporting requirements.
“As is” Status of Tokens and Use of Fairside Protocol Proceeds. As the Fairside Protocol has already been substantially developed, you should consider the Fairside Protocol and Token to be “as is” without further development, and the Foundation does not intend to use the proceeds from the Token Sale or other sources of Fairside Protocol revenues to develop or enhance the functionality of the Token or Fairside Protocol or otherwise administer Token voting.
Risk of Malfunction in the Fairside Protocol: It is possible that the Fairside Protocol malfunctions in an unfavorable way, including one that results in the inability to propose and vote on proposals or the loss of $FAIR.
Risk of Theft and Hacking: Hackers or other groups or organizations or countries may attempt to interfere with the Fairside Protocol or the availability of $FAIR in any number of ways, including service attacks, denial of service attacks, Sybil attacks, spoofing, smurfing malware attacks, or consensus-based attacks, or phishing, or other novel methods that may or may not be known to steal $FAIR. Any such successful attacks could result in theft or loss of your payment of ETH, or other cryptocurrency or your Tokens, adversely impacting the ability to use the Fairside Protocol and derive any usage or functionality from the Tokens.
Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to $FAIR and the Fairside Protocol by rendering ineffective the cryptographic consensus mechanism that underpins many blockchains, including the Ethereum blockchain. Smart contracts and their underlying software application are still in an early development stage and may be unproven. There is no warranty or assurance that the process for obtaining or using $FAIR will be uninterrupted or error-free, and there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses, or bugs causing, inter alia, the complete loss of any ETH, WETH, USDC, USDT, or other cryptocurrency you contribute, the theft or loss of your Tokens, or a reduction in the utility of your Tokens.
Risk of Uninsured Losses: In the event of any loss of your Token or your ability to access third party wallet applications, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurer, to offer recourse to the purchaser. You further acknowledge that any funds that you consider to be invested in $FAIR will not be protected, guaranteed, or reimbursed by any governmental, regulatory, or other entity.
Risk of Fairside dissolution. The Foundation operates the Fairside Protocol. If the Foundation were to dissolve for any reason, it is possible that you could lose the continued governance functionality of $FAIR due to any number of reasons, including, but not limited to, (i) insufficient financial resources, (ii) a decrease in $FAIR utility due to (iii) negative adoption of the Fairside Protocol, (iv) an unfavorable fluctuation in the value of ETH, WETH, USDC, USDT, or other cryptocurrency (or other cryptographic and fiat currencies), (v) the failure of commercial relationships, or (vi) intellectual property ownership challenges. If these or other events occur, the Foundation, the Fairside Protocol, and the Fairside Protocol may no longer be viable to operate, and the project may dissolve, corresponding with a loss of Token functionality.
Risk of Token Upgrades: It is possible that the $FAIR could be updated or upgraded in the future. An upgrade to how $FAIR is used may be required or recommended, and, if you decide not to participate in such an upgrade, you may no longer be able to use your Tokens, and any non-upgraded $FAIR may lose its governance functionality in full.
Risk of Additional Token Issuances. The Foundation reserves the right to issue other tokens in the future which may have different features or functionality than the Token. Holders of the Token have no rights to any such future tokens.
Unanticipated Risks: Cryptographic tokens are a relatively new and untested technology. In addition to the risks discussed in these Terms, there are risks that we cannot anticipate. Further risks may materialize as unanticipated combinations or variations of the discussed risks or the emergence of new risks.
Disclosures about Risks Related to the Fairside Protocol
You should not purchase Tokens based on any expectations about the features, functionality or success or failure of the Fairside Protocol. If your decision to purchase Tokens may be motivated by such expectations, do not purchase the Tokens.
You should be aware that the Fairside Protocol itself may be subject to a number of risks and uncertainties, including but not limited to those identified below. The Terms of Use for the Fairside Protocol, when available, may include additional risk disclosures for users, depending on the intended functionality of the Fairside Protocol at that time.
The features and functionality of the Fairside Protocol are subject to change, and any features may be stopped, curtailed or restricted at any time. The Fairside Protocol may undergo significant conceptual, technical, regulatory, commercial and other changes over time, some of which may be determined at the sole discretion of Fairside and some of which may be proposed and approved by Token holders. Fairside will have discretion as to when and how to make these changes. Moreover, Fairside may limit or control how other participants use the Fairside Protocol, which services may be offered through, and which assets may be supported by, the Fairside Protocol by third parties, or how third-party services will interact with the Fairside Protocol (if at all). This could create the risk that the Fairside Protocol may not meet expectations for any number of reasons including mistaken assumptions or analysis, a change in the design and implementation plans, regulatory developments and execution of the Fairside Protocol. Furthermore, it possible that the Fairside Protocol will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Fairside Protocol.
Risk of Insufficient Interest in the Fairside Protocol. It is possible that the Fairside Protocol will not be used by a large number of businesses, individuals, and other organizations and that there will be limited public interest. There could be loss of interest in the Fairside Protocol for a variety of reasons, including but not limited to, limitations imposed by regulatory requirements that are not followed by other protocols, users finding alternative platforms more useful or technically superior, any reputational harm suffered by Fairside or the Fairside Protocol, general economic conditions, or conditions with respect to the markets for digital assets in particular.
The features and functionality of the Fairside Protocol may be subject to limitations under applicable law. The application, interpretation, or re-interpretation of existing law to digital assets and decentralized finance is subject to substantial risks of uncertainties, and new laws may come into effect that regulate digital asset and decentralized finance. For example, in the United States, the SEC has initiated or settled a large number of actions against digital asset related companies and persons, including a number involved in the DeFi space. Several of these actions are ongoing, and depending on how they are resolved, could impact DeFi protocols and/or the Fairside Protocol. The Foundation may choose not to implement, cease, or modify any Fairside Protocol features and functionality based on determinations of applicable law.
Unfavorable Regulatory Actions could harm the Fairside Protocol. Regardless of the efforts of the Fairside Protocol to comply with applicable law, any alleged or actual failure to comply with applicable law by the Foundation, the Fairside Protocol, or certain users of the Fairside Protocol could result in a variety of adverse consequences, including, but not limited to, criminal and civil penalties, injunctions and fines.
Risk of Unknowable or Unfavorable Regulatory Development in One or More Jurisdictions. Regulation of tokens (including the Tokens), token offerings, or token purchases, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges is not yet mature and likely to rapidly evolve; varies significantly among international, federal, state and local jurisdictions; and is subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations, guidance, or other actions, which may severely impact the development and growth of the Fairside Protocol and the adoption and utility of the Tokens. As distributed ledger networks and distributed ledger assets have grown in popularity and in market size, federal and state agencies have begun to take an interest in and, in some cases, regulate their use and operation. To the extent that a domestic government or quasi-governmental agency exerts regulatory authority over a distributed ledger network or asset, the Fairside Protocol may be materially and adversely affected. Distributed ledger networks also face an uncertain regulatory landscape in many jurisdictions such as the United States, the European Union, China, and Russia. Various foreign jurisdictions may, in the near future, adopt laws, regulations or directives that affect the Fairside Protocol. Such laws, regulations or directives may be in conflict with each other or may directly and negatively impact our business. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the development and growth of the Fairside Protocol. New or changing laws and regulations or interpretations of existing laws and regulations, in the United States and other jurisdictions, may materially and adversely impact the structure, rights, and viability of the Fairside Protocol.
The Fairside Protocol will compete with other platforms that operate or provide access to DeFi protocols. There are currently alternative platforms that operate or provide access to the same or similar services as initially offered on the Fairside Protocol, and it is possible that alternative platforms could be established in the future that offer the same or materially similar services as offered on the Fairside Protocol. The Fairside Protocol may compete with these alternative platforms, which could negatively impact the Fairside Protocol.
Risk of Security Weaknesses in the Fairside Protocol Core Infrastructure Software. The Fairside Protocol expects to operate using proprietary and open-source software maintained by the Foundation and other contributors. As a project built using open-source software, some core infrastructure elements of the Fairside Protocol may not be represented, maintained, or monitored by an official organization or authority. The open-source nature of such software means that it may be difficult for the Foundation or contributors to maintain or develop it and the Foundation may not have adequate resources to address emerging issues or malicious programs that develop within the Fairside Protocol or its core infrastructure software adequately or in a timely manner. Third parties not affiliated with the Foundation may introduce weaknesses or bugs into the core infrastructure elements of the Fairside Protocol and open-source code which may negatively impact the Fairside Protocol. Such events may result in a loss of trust in the security and operation of the Fairside Protocol, and a decline in user activity and could negatively impact the Fairside Protocol.
Risks Associated with Our Intellectual Property. The Foundation may consider some technology that it develops to be proprietary. Our ability to compete depends in part upon our ability to protect our rights to the technology that we develop. The Foundation may also rely on trademark, copyright, and trade secret law to protect its rights. However, these laws offer only limited protection. In addition, other countries may provide the Foundation with little to no intellectual property right protection. As the number of distributed ledger products and services available to consumers increase, and as the uses of such products and services overlap, companies in the industry may become subject to additional intellectual property disputes. Any litigation to protect our intellectual property rights would be expensive, time-consuming, and unpredictable. Such litigation could adversely affect our business, including our financial condition, regardless of the outcome. There can be no assurances that any steps taken to protect intellectual property rights will be successful in deterring misappropriation or independent third-party development of our technology. Similarly, third parties may assert infringement and misappropriation claims against us. Regardless of the merit, these actions could distract management from our business and adversely affect our financial condition and operating revenues. The Foundation may need to enter into confidentiality agreements with its consultants, business partners and investors in an attempt to protect the Foundation’s proprietary rights. Nevertheless, these attempts to protect our proprietary rights may be inadequate. If the Foundation is unable to protect its intellectual property, the utility of the Tokens may decline or diminish and the Fairside Protocol may fail.
Risks Associated with Data Privacy Laws. There are a number of data protection, security, privacy and other government- and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data. Security compromises could harm the Fairside Protocol’s reputation, erode user confidence in the effectiveness of its security measures, negatively impact its ability to attract new users, or cause existing users to stop using the Fairside Protocol, which would reduce or diminish the utility of the Fairside Protocol and cause the Fairside Protocol to fail.
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