These terms and conditions (the “Agreement”) constitute a contract between you (the “Purchaser”) and Fearless Legends Pte. Ltd. (the “Company”), a private limited company duly incorporated under the laws of Singapore (UEN: 201934989G) and applies to your purchase of FXF Tokens for use on the Finxflo trading platform.
By ticking a checkbox or button with the words “I agree” or similar when this Agreement is presented to you, you confirm that you have read this Agreement in full and agree to be bound by all of its terms.
You are solely responsible for understanding and complying with all laws, rules and regulations that may be applicable to you in connection with this Agreement and the purchase, use, holding and disposal of FXF Tokens.
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement:
“Applicable Law” means any law, regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation, applicable to the Purchaser, the Company, or any of the activities contemplated under this Agreement or arising out of the acquisition of the FXF Tokens.
“Affiliate” means, in relation to a company, that company’s directors, officers, employees, shareholders, agents and contractors.
“AML” means anti-money laundering.
“AML/CFT Law” means Singapore’s Prevention of Corruption Act (Chapter 241), Corruption, Drug Trafficking and other Serious Crimes (Confiscation of Benefits) Act (Chapter 65A) and Terrorism (Suppression of Financing) Act (Chapter 325), the USA’s Foreign Corrupt Practices Act, Patriot Act, Money Laundering Control Act, Executive Order No. 13224 on Terrorist Financing: Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, issued 23 September 2001, as amended by Order 13268, and any other applicable AML/CFT, anti-bribery or anti-corruption law or regulation in Singapore, the United States of America, the United Kingdom, the Commonwealth of Australia, Hong Kong or the European Union.
(a) an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration; or
(b) in relation to anything which will be fully or partly prohibited or restricted by law if a governmental agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.
“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Singapore.
“CFT” means countering the financing of terrorism.
“Conversion Costs” means the costs incurred by the Company in converting any funds received from a Purchaser into fiat currency or a Stablecoin for the purpose of safeguarding against fluctuations in value, and then back again into the original cryptocurrency received by the Company for the purpose of refunding payment to the Purchaser, together with any consequential reduction in its value.
“Digital Wallet Address” means the digital wallet address at which the Company shall receive payment from the Purchaser pursuant to this Agreement, or the digital wallet address to which the Company shall deliver the FXF Tokens purchased by the Purchaser pursuant to this Agreement, as the context requires.
“ETH” means the cryptocurrency Ethereum.
“ICO” means the Company’s initial sale of 330,000,000 FXF Tokens. “ICO Website” means https://ico.finxflo.com
“Intellectual Property” means any patent, copyright, registered design right, unregistered design right, trade mark, right to inventions, business or domain name, database rights or other industrial or intellectual property owned or used by the Company in connection with the FXF Token, the Platform or otherwise, subsisting in any territory, together with any current applications for registration of any of the foregoing.
“Invoice” means the invoice issued to the Purchaser in connection with the Purchaser’s Order.
“Invoice Amount” means the total price as advised to the Purchaser when placing an Order and as subsequently stated on the Invoice once payment has been received by the Company in full.
“KYC” means know your client. “Legal Reservations” means:
(a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court;
(b) the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors; and
(c) the time barring of claims under statutes or any other similar limitations on the periods for bringing such claims.
“Order” means the order for FXF Tokens placed by the Purchaser through the ICO Website / the Company’s third-party payment service provider.
“Party” means a party to this Agreement.
“Personal Data” means all information, data and documentation provided by the Purchaser in connection with the Company’s KYC/AML/CFT checks.
“Platform” means the Finxflo trading platform.
“Politically Exposed Person” means an individual who is or has been entrusted with a prominent public function, such as a head of state, a senior politician, a senior government, military or judicial official, a senior executive of a state-owned corporation, or an important political party official.
“Relative” means a spouse (whether legal or de facto), a parent, a child, or a sibling, or a parent or a child of a spouse (whether legal or de facto).
“Relevant Date” means the date on which the Company publicly announces that the ICO has been completed or 31 January 2021, whichever is earlier.
“Restricted Party” means a person that is:
(a) listed on, or the majority of whose shares are beneficially owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List;
(b) a resident of, or incorporated or organised under the laws of, or beneficially owned (as to the majority of its shares) or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or
(c) otherwise a target of Sanctions (“target of Sanctions” signifying a person with whom a national of the USA or any other jurisdiction in which a Sanctions Authority is located would be prohibited or restricted by law from engaging in trade, business or other activities).
“Sanctions“ means any economic sanctions laws, regulations or embargoes administered, enacted or enforced by:
(b) the USA;
(c) the United Nations;
(d) Hong Kong;
(e) the Commonwealth of Australia;
(f) the European Union;
(g) the United Kingdom;
(h) Switzerland; and/or
(i) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Monetary Authority of Singapore (“MAS”), the Office of Foreign Assets Control of the US Department of Treasury (“OFAC“), the USA’s Department of State, the Department of Foreign Affairs of Australia, Her Majesty’s Treasury (“HMT“) (together, the “Sanctions Authorities“).
“Sanctions List” means the Lists of Designated Individuals and Entities maintained by the MAS, the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.
“Sanctions Target” means a target of Sanctions or a subject of any Sanctions, including, without limitation, any person or entity appearing on a Sanctions List.
“Stablecoin” means Tether (USDT), USD Coin (USDC) or any other cryptocurrency specifically designed to maximise price stability.
“Token Distribution Dates” means, with respect to a Purchaser, the dates on which the FXF Tokens are distributed to that Purchaser.
“USA” means the United States of America. “USD” means the lawful currency of the USA. “USA Entity” means:
(a) an entity, corporation or partnership organised and/or existing under the laws of any state of the USA or under the control or possession of the USA;
(b) an agency or branch of a non-USA entity or corporation located in the USA;
(c) a non-USA entity, corporation or partnership with at least 5% ownership resting with a USA Person or USA Entity;
(d) an entity, corporation or partnership with a USA telephone number or mailing address; or
(e) a trust or estate of which any trustee, administrator or executor is a USA Person or USA Entity.
“USA Person” means:
(a) A citizen of the USA;
(b) A green card holder, resident of the USA or an individual classified as a resident for USA tax purposes; or
(c) An individual with a USA telephone number or mailing address.
‘White Paper” means the Company’s white paper as displayed on the ICO Website and amended from time to time.
(a) Unless a contrary indication appears, any reference in this Agreement to:
(i) “Accredited investor” has the same meaning as in Rule 501 of Regulation D issued by the U.S. Securities and Exchange Commission;
(ii) “business trust” has the same meaning as in section 2 of Singapore’s Business Trusts Act (Cap. 31A);
(iii) “capital market products” has the same meaning as in section 2 of Singapore’s Securities and Futures Act (Cap. 289);
(iv) a “person“ includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);
(v) “Regulation D” means Regulation D of the United States Securities Act of 1933;
(vi) a provision of law is a reference to that provision as amended or reenacted; and
(vii) unless specified to the contrary, a time of day is a reference to Singapore time.
(b) Clause headings are for ease of reference only.
2. PRE-PAYMENT KYC / AML / CFT
2.1 On communicating its acceptance to this Agreement, the Purchaser will be required to satisfy the Company’s preliminary KYC/AML/CFT checks. The Company will carry out such checks with the assistance of third-party service providers which may result in the Purchaser’s Personal Data being transmitted across borders and outside of the jurisdiction(s) of the Company and/or the Purchaser. The Purchaser expressly consents to the Company’s disclosure and transmission of its Personal Data to third party service providers, irrespective of jurisdiction, for the purpose of carrying out all KYC/AML/CFT checks deemed necessary by the Company, in its sole discretion, to ensure compliance with all Applicable Law.
2.2 If the Purchaser fails to satisfy the Company’s preliminary KYC/AML/CFT checks its Order will not be processed. It is possible that such failure may be a result of a minor issue unrelated to the Purchaser’s eligibility to purchase the FXF Tokens, such as a typographical error or a problem with the clarity of a photograph or document provided. If the Purchaser initially fails the Company’s preliminary KYC/AML/CFT checks it may wish to re-submit its details and documentation.
2.3 On passing the Company’s preliminary KYC/AML/CFT checks the Purchaser will be asked to place its Order. Once the Order has been placed, the Purchaser will be issued with the Invoice Amount and a Digital Wallet Address to which to make payment in the cryptocurrency selected by the Purchaser.
2.4 The Purchaser acknowledges and agrees that any loss or liability arising from its failure to make payment to the correct Digital Wallet Address or in the correct cryptocurrency shall be borne solely by the Purchaser.
3.1 The Purchaser agrees to ensure that the Company receives the full Invoice Amount at the specified Digital Wallet Address within two hours of issuance, in clear funds, free of any transfer costs and without deduction (the “Payment Deadline”). Determination of whether the Payment Deadline has been met will be within the absolute discretion of the Company.
3.2 Time is of the essence of this Agreement. Should the Company not receive payment of the Invoice Amount in full prior to the Payment Deadline, this Agreement shall automatically terminate.
3.3 Where the Company receives payment after expiry of the Payment Deadline it shall return any funds received from the Purchaser net of any banking costs, transfer costs and administrative costs incurred in connection with such refund. The Company shall have no obligation to account for any reduction or appreciation in the value of the funds originally received from the Purchaser.
4. ACCEPTANCE OF ORDER
Subject to clause 5, the Purchaser’s Order shall not be deemed to have been accepted by and becoming binding on the Company until the Purchaser has been issued with an Invoice.
5. POST-PAYMENT COMPLIANCE CHECKS
5.1 Following receipt of payment or issuance of an Invoice, the Company may at any time arrange for further KYC/AML/CFT checks to be carried out on the Purchaser which the Company, in its absolute discretion, deems necessary to ensure compliance with any Applicable Law, or where the Purchaser is a USA Person or USA Entity, require evidence and documentation which the Company, in its absolute discretion, deems necessary to confirm that the Purchaser is an Accredited Investor. The Purchaser shall promptly provide all such information and documentation requested by the Company in connection therewith.
5.2 The Company will carry out KYC/AML/CFT checks with the assistance of third-party service providers which may result in the Purchaser’s Personal Data being transmitted across borders and outside of the jurisdiction(s) of the Company and the Purchaser. The Purchaser expressly consents to the Company’s transmission of its Personal Data to third party service providers, irrespective of jurisdiction, for the purpose of carrying out all KYC/AML/CFT checks deemed necessary by the Company, in its sole discretion, to ensure compliance with all Applicable Law.
5.3 Should the Company determine that the Purchaser has failed to fully satisfy any further KYC/AML/CFT checks required or, where it is a USA Person or USA Entity, failed to demonstrate that it is an Accredited Investor, or unreasonably delayed in providing any information and documentation requested, or if the Company in its sole discretion determines that the sale of the FXF Tokens to the USA Person or USA Entity does not fall under one of the exemptions provided in Regulation D it shall be entitled to terminate this Agreement and, subject to ensuring its compliance with Applicable Law, return to the Purchaser all funds transferred net of any Conversion Costs, banking or transfer costs and administrative costs incurred in connection with such refund. The Company shall have no obligation to account for any reduction or appreciation in the value of the funds originally received from the Purchaser.
6. TOKEN DELIVERY
6.1 If the Purchaser’s Order is accepted by the Company, the Company shall deliver the FXF Tokens to the Digital Wallet Address registered by the Purchaser with the Company.
6.2 The Purchaser acknowledges that it must provide a correct and accurate Digital Wallet Address, and that to the extent that the Purchaser fails to do so that the Purchaser will not receive the FXF Tokens. The Purchaser further acknowledges and agrees that any loss or liability due to (i) failure of the Purchaser to give a valid Digital Wallet Address (ii) the Purchaser providing an incorrect Digital Wallet Address or (iii) the failure of the Purchaser to give notice of a change in Digital Wallet Address, shall be born solely by the Purchaser.
6.3 The Company shall deliver the FXF Tokens to the Purchaser in five equal instalments, in accordance with the following schedule:
(a) First instalment – 20% – 90 days after the Relevant Date;
(b) Second instalment – 20% – 120 days after the Relevant Date;
(c) Third instalment – 20% – 150 days after the Relevant Date;
(d) Fourth instalment – 20% – 180 days after the Relevant Date; and
(e) Fifth instalment – 20% – 210 days after the Relevant Date.
7. NO REFUND
Save for where the Company declines to accept payment in accordance with clause 3.3 or clause 5.3, the Purchaser shall in no circumstances whatsoever be entitled to any refund of the Invoice Amount, in whole or in part, or any monetary compensation in lieu of a refund.
8. TOKEN CLASSIFICATION AND RIGHTS
The Purchaser acknowledges and agrees that the FXF Token does not:
8.1 constitute any type of investment product, security, loan, business trust or capital markets product of whatsoever nature;
8.2 provide the Purchaser with rights of any type with respect to the Company or its revenue, profit or assets, including any distribution, dividends, redemption, liquidation, proprietary or other payment, financial or legal rights;
8.3 provide the Purchaser nor is it intended to represent or confer on the Purchaser any participation or governance rights in relation to the Company including but not limited to:
(a) voting rights;
(b) rights to nominate a director to the board;
(c) rights to call and/or participate in or vote in shareholders’ meetings;
(d) rights to a share or security;
(e) ownership rights; or
(f) rights to receive accounts, financial statements or any other financial data.
8.4 constitute any form of money or legal tender in any jurisdiction or any representation of money (including e-money);
8.5 constitute the transfer of any Intellectual Property rights.
9. TOKEN UTILITY
The Purchaser agrees and acknowledges that:
9.1 The FXF Token is issued in connection with the Platform and its utility will be limited to gaining access to the Platform, paying fees on the Platform and other activities connected with the use of the Platform;
9.2 The FXF Token is not intended to be a medium of exchange accepted by the public, or a section of the public, as payment for goods or services or for the discharge of a debt;
9.3 The Company may, at any time, amend the functionality of the FXF Token in order to comply with Applicable Law or mitigate any risk arising in connection therewith, as determined within the sole discretion of the Company; and
9.5 The Company gives no guarantee whatsoever as to the Purchaser’s ability to use the FXF Tokens on the Platform, or otherwise, in the future.
10. TOKEN VALUE
10.1 the FXF Tokens do not have any intrinsic value and the Purchaser may never recover any of the funds used to purchase them.
10.2 there is no market-standard valuation process that can be employed to determine the value of an FXF Token;
10.3 the valuation of the FXF Token on any market may be volatile and subject to rapid change; and
10.4 the Company gives no guarantee whatsoever as to the value of the FXF Token.
11. WHITE PAPER
The Purchaser agrees and acknowledges that the White Paper:
11.1 has been issued for informational purposes only and is merely intended to be an introduction to the concept of the Platform;
11.2 does not constitute a prospectus or offering document of any kind;
11.3 is not intended to form the basis of any investment decision;
11.4 is not intended to be a solicitation for investment or an offering of securities in any jurisdiction;
11.5 is not binding in any way and does not form part of this Agreement;
11.6 has not been reviewed, examined or approved by any regulatory authority;
11.7 is subject to amendment in accordance with changes in the Company’s business plan or Applicable Law; and
11.8 may change materially prior to the Token Distribution Dates or at any time thereafter.
12.1 the tax treatment of cryptocurrency and digital tokens is uncertain and continuously evolving and that the purchase of FXF Tokens may have tax implications for the Purchaser;
12.2 it shall be solely responsible for complying with any tax obligations arising from its entry into this Agreement and its purchase or use of the FXF Tokens; and
12.3 the Company bears no liability or responsibility with respect to any tax consequences for the Purchaser arising out of the purchase of FXF Tokens.
13. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
The Purchaser hereby makes the following representations, warranties and undertakings, which are deemed to be made again (with respect to the circumstances subsisting at that time) on every day up to and including the Token Distribution Dates:
13.1 Accredited Investor: If it is a USA Entity or a USA Person, it is also an Accredited Investor.
13.2 Politically Exposed Person: It is not a Politically Exposed Person or has a Relative that is a Politically Exposed Person.
13.3 Capacity / Authority: It has the power to enter into this Agreement and be bound by its terms.
(a) Where the Purchaser is an individual, it warrants that it is at least 18 years old and of sufficient legal age and capacity to purchase the FXF Tokens;
(b) Where the Purchaser is an entity, it warrants that:
(i) it is a corporation, duly incorporated, validly existing and in good standing under the law of its jurisdiction of incorporation; and
(ii) the entry into and performance of this Agreement will not conflict with its constitutional documents.
13.4 Non-conflict with other obligations: The entry into and performance of this Agreement, and any holding, use or disposal of the FXF Tokens will not conflict with or breach:
(a) any Applicable Law;
(b) any permit, franchise, judgment, decree or order by which it is bound; and
(c) any agreement or instrument binding upon it or any of its assets.
13.5 Binding obligations: The obligations expressed to be assumed by it under this Agreement are, subject to the Legal Reservations, legal, valid, binding and enforceable obligations
13.6 Own Account: The Purchaser is acting as principal for its own account and not as agent or trustee in any capacity on behalf of any party. The Digital Wallet Address to which the FXF Tokens are to be sent is within the sole ownership and control of the Purchaser.
13.7 Authorisations: All Authorisations required to enable it to lawfully enter into this Agreement, exercise its rights and discharge its obligations hereunder have been obtained or effected and are in full force and effect.
13.8 Sanctions and AML/CFT Laws:
(a) The funds being used by the Purchaser to purchase the FXF Tokens are not derived from and do not relate to any unlawful activities including but not limited to money laundering or the financing of terrorism;
(b) Neither it nor, where it is a legal entity, any of its Affiliates, are Restricted Parties or Sanctions Targets;
(c) Neither it nor, where it is a legal entity, any of Affiliates, has violated or failed to comply with any Sanctions AML/CFT Laws;
(d) Its use of the FXF Tokens will not constitute a violation of any Sanctions or AML/CFT Laws; and
(e) It will not use, hold or dispose of the FXF Tokens in any manner which, directly or indirectly, facilitates the business of any Restricted Parties or Sanctions Targets, or which may result in the violation of any Sanctions or AML/CFT Laws by any person.
13.9 No Investment: It is purchasing the FXF Tokens solely for the purpose of exploiting their intended functionality on the Platform and they are not intended as a financial investment, speculative or otherwise.
13.10 Additional Information: It will promptly deliver such information and documentation as the Company deems in its absolute discretion necessary to facilitate performance of this Agreement and to ensure compliance with any Applicable Law, KYC/AML/CFT requirements and to address any inquiries from any regulatory authority, government agency, court or tribunal.
13.11 Future Compliance: It will comply with all Applicable Law in connection with its acquisition, holding, use and/or disposal of FXF Tokens;
13.12 Review: It has carefully reviewed and understood all of the terms of this Agreement.
13.13 Risk: It has obtained sufficient information about the Company and the FXF Tokens, and has sufficient knowledge and expertise to understand that the purchase of FXF Tokens, like other digital tokens or cryptocurrencies, involves significant risks including but not limited to those set out in clause 14 of this Agreement.
14. ASSUMPTION OF RISKS
The Purchaser agrees that, to the maximum extent permitted by Applicable Law, it will assume sole responsibility for all risks of whatsoever nature involved with its purchase of the FXF Tokens, including but not limited to those set out in this clause. The Purchaser further acknowledges that this clause does not set out an exhaustive list of the risks involved and agrees that it is its sole responsibility to identify and understand any additional risks that may be relevant in its circumstances and seek the appropriate legal, tax and financial advice in connection therewith
14.1 Value: The FXF Tokens may not have any value or may decrease in value over time and/or lose all of their value. The Company provides no assurance or guarantee as to the value of the FXF Tokens in the future or as to whether any price determined on any secondary market that develops will be equal or higher to the initial unit price that the FXF Tokens are purchased for under this Agreement.
14.2 Liquidity / Volatility: An active or liquid market for the FXF Tokens may never develop and their price may be highly volatile. The Company provides no assurance or guarantee that the FXF Tokens will be easily transferrable to third parties in the future.
14.3 Platform Completion: The Platform may never be completed and the FXF Tokens may never have any utility. This may arise due to inter alia a lack of funding, fluctuations in the value of funding received, the departure of key team members, inability to recruit additional personnel required, lack of public support, competition or the failure of third party service providers and partners to properly discharge their obligations.
14.4 Platform Development: The Platform is currently under development. Whilst the Company intends to create a Platform reflecting the features and concept described in the White Paper, the Platform that is ultimately provided to the public may, for a variety of reasons, be materially different to that described. This may result in the Platform not meeting the Purchaser’s expectations and/or the FXF Token not functioning as originally intended.
14.5 Wallet Access: The FXF Tokens will be provided to the Purchaser at the Digital Wallet Address that the Purchaser registers with the Company. Should the Purchaser lose access to its Digital Wallet Address this may result in the FXF Tokens being irretrievable. Should a third-party gain access to the Purchaser’s Digital Wallet Address this may result in the theft of the Purchaser’s FXF Tokens.
14.6 Security Risks: Whilst the Company will endeavour to provide a high level of security in connection with its issuance of FXF Tokens pursuant to this Agreement and the future operation of the Platform, the Company cannot guarantee that such security will be successful in preventing hackers or malicious groups from stealing the Purchaser’s FXF Tokens or interfering with their enjoyment thereof.
14.7 Technology Flaws: The FXF Token, the Platform and all software underpinning each remains untested. The Company provides no assurances or guarantees that the process for creating the FXF Tokens will be uninterrupted or error-free, or that the software or related smart contracts will not contain bugs or vulnerabilities which may lead to, inter alia, total loss of the FXF Tokens purchased.
14.8 Commercial Success: The utility, and with it the value of, the FXF Tokens will to a great extent depend on the commercial success of the Platform, which as with all commercial ventures, will be subject to a broad range of factors, many of which will be beyond the control of the Company. The Company makes no assurance or guarantee as to the future success of the Platform.
14.9 Authorisations: The Company may require various Authorisations in order to operate the Platform. The Company makes no assurances or guarantees that it will be able to obtain all such Authorisations required to provide the Platform, either to users in the Purchaser’s jurisdiction or at all. In particular, the Company makes no assurance or guarantee that it will be able to obtain the Payment Service Provider Licence which it is currently in the process of applying for.
14.10 Regulatory Uncertainty: The regulatory landscape governing cryptocurrencies, virtual assets, digital tokens, blockchain technology, decentralised exchanges and exchange aggregators is continuously evolving, and remains unsettled in many jurisdictions. Changes in Applicable Law, or in the manner in which they are interpreted, may prevent the Purchaser from acquiring or using the FXF Tokens, or accessing the Platform, or the Company from issuing the FXF Tokens or operating the Platform.
14.11 Tax: The tax treatment of the acquisition of digital tokens such as the FXF Token are uncertain in many jurisdictions and the Purchaser may face adverse tax consequences from entering into this Agreement. The Purchaser should seek professional tax advice with respect to its acquisition of FXF Tokens.
14.12 Conversion Costs: On receipt of any funds from the Purchaser, the Company may elect to convert such funds into fiat currency or a Stablecoin for the purpose of safeguarding against fluctuation in the funds’ value. Should the Company, following such a conversion, elect to return any funds received from the Purchaser, such funds will have to be converted back into the original cryptocurrency received. In such circumstances, depending on market fluctuations, the funds made available for return to the Customer may be significantly lower than that originally transferred to the Company.
15. LIMITATION OF LIABILITY
15.1 The Company and its Affiliates shall, to the maximum extent permitted by Applicable Law, not be liable to the Purchaser, whether in contract, tort, misrepresentation, breach of statutory duty, breach of fiduciary duty, restitution or otherwise, for any direct, indirect, consequential, special, exemplary or punitive damages or expenses including (without limitation), if and to the extent that they might otherwise not be included in the foregoing, loss of profit, loss of opportunity, loss of capital or business interruption, whether or not foreseeable, arising out of or in connection with:
(a) The Purchaser’s entry into this Agreement or acquisition of the FXF Tokens;
(b) Where the Company elects to return funds to the Purchaser pursuant to the terms of this Agreement, any change in the value of the funds subsequent to the Purchaser making payment;
(c) The Purchaser’s inability to receive or hold the FXF Tokens on the Token Distribution Dates;
(d) Unauthorised access of the Purchaser’s Digital Wallet Address;
(e) The Purchaser losing or misplacing its private key or password to its Digital Wallet Address;
(f) Any inaccuracy in the information provided by the Purchaser to the Company;
(g) Any failure to provide a Platform on which the Purchaser can utilise the FXF Token;
(h) any delay or failure to carry out its obligations under this Agreement arising from:
(i) any difficulties or delays experienced in obtaining any Authorisations required to distribute the FXF Tokens;
(ii) any difficulties or delays in the development of the technology or protocol required to distribute the FXF Tokens;
(iii) any Force Majeure Event; or
(iv) any cause beyond the Company’s reasonable control.
15.2 All warranties or conditions, whether express, implied or statutory are, to the maximum extent permissible by Applicable Law, expressly excluded from this Agreement, including, without limitation:
(a) any warranties of merchantability or fitness for a particular purpose; and
(b) any warranties as to the legitimacy, legality or classification of the FXF Token or the Platform under any Applicable Law;
15.3 Without prejudice to any of the foregoing, to the maximum extent permissible by Applicable Law, the aggregate liability of the Company to the Purchaser, whether in contract, tort, misrepresentation, breach of statutory duty, breach of fiduciary duty, restitution or otherwise, shall not exceed USD 1,000.
The Purchaser shall hold harmless and fully indemnify the Company and its Affiliates against any losses, expenses, costs or liabilities of whatsoever nature incurred as a result of or in connection with its breach of this Agreement or any Applicable Law, save for, where the Purchaser fails to make payment of the Invoice Amount ahead of the Payment Deadline and the Agreement terminates, the Purchaser will not be required to indemnify the Company for the Invoice amount.
17. GOVERNING LAW AND DISPUTE RESOLUTION
17.1 This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.
17.2 In the event of any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination (the “Dispute“), the Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The Parties agree to arbitrate solely on an individual basis, and that this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
18.1 Confidentiality: The terms and substance of this Agreement and any documentation issued in connection therewith are confidential and must not be disclosed to any third party unless such disclosure is necessary to comply with any Applicable Law, court order or direction, the requirements of any legal, accounting, tax or financial advisor, or in connection with the prosecution or defence of a Dispute, in which case disclosure is permitted to the extent required.
18.2 No Third Party Rights: A person who is not a Party has no right under Singapore’s Contracts (Rights of Third Parties) Act, Chapter 53B, or any similar legislation that provides for third party rights, to enforce or to enjoy the benefit of any term of this Agreement.
18.3 No Rights against Affiliates: This Agreement does not create any enforceable rights against the Company’s Affiliates.
18.4 Independent Parties: Nothing in this Agreement shall render either Party an agent, fiduciary or employee of the other nor create any form of partnership, joint venture, franchise or any other similar relationship
18.5 Assignment: The Purchaser may not assign any of its rights under this Agreement to any third party without first obtaining written approval from the Company. Nothing in this Agreement precludes the Company from assigning any of its rights under this agreement to a third party or Affiliate.
18.6 Remedies and Waivers: No failure to exercise, nor any delay in exercising, on the part of the Company, any right or remedy under this Agreement shall operate as a waiver of any such right or remedy or constitute an election to affirm the Agreement. No election to affirm the Agreement shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy.
18.7 Partial Invalidity: If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
18.8 Notices: All notices issued pursuant to this Agreement shall be in writing and delivered by email. Any notice to be issued by the Purchaser shall be sent to [email protected]. All notices to be issued by the Company shall be sent to the Purchaser’s email address as registered with the Company. Save for where the sender receives a delivery notification all notices shall be deemed delivered on the Business Day that they are sent or, where the notice is sent after 1600 or on a day that is not a Business Day, on the next Business Day thereafter.
If you want to acquire FXF tokens, but it is the first time you are doing something like that, or you just want to make sure you are doing it correctly, we have prepared the description of the whole process in 5 simple steps.
After registering an account with Finxflo, a user lands in the “dashboard” section of his account. From there, he can navigate to see:
In order to be able to purchase FXF tokens, a user needs to have an ERC20-compatible wallet address. ERC20 wallet address can be found in any cryptocurrency wallet that supports tokens on the Ethereum blockchain. Any desktop or mobile wallet will suffice, as will the wallet account on MEW (My Ether Wallet).
The wallet address needs to start with “0x” to be valid.
FXF is a token that sits on both Ethereum and Tron blockchain, and is, as such, bot ERC20 and TRC20 standard. However, for the token sale purposes, only an ERC20 address is enough.
Once the ERC20 address is provided, the button at the bottom of the “My Account” section will turn orange and a user will be able to proceed to the next step by clicking on it.
In the following screen, a user is able to determine the amount of FXF tokens he wants to acquire. The table presented allows him either to insert the exact number or to use the cursors to adjust the amount.
The minimum USD for FXF token acquisition is $350.
After that, a user has to proceed towards the confirmation screen.
In the confirmation screen table, a user will be able to see all the token order details, along with possible ways of payment, and an agreement checkbox. Beside the checkbox, there is a link to our token sale terms and conditions. We strongly recommend that every user reads terms and conditions in order to be fully informed before acquiring the FXF token,
After carefully reading the terms and conditions and checking the “Agree” checkbox, a user is free to place an order, which will take him to the actual payment section.
In the payments section, a user chooses his method of payment just like in any other cryptocurrency payments system. After making the transfer, a user becomes the owner of FXF tokens.
Users’ FXF tokens will be distributed after the token sale ends. However, Finxflo will deliver FXF tokens across five equal installments as follows: 90 days, 120 days, 150 days, 180 days, and 210 days after the token sale completion.