FITY TOKEN TERMS OF SALE
PLEASE READ THESE TERMS OF FITY TOKEN SALE (THE ‘’TERMS’’) CAREFULLY BEFORE ACCESSING THE WEBSITE LOCATED AT HTTPS://FITY.FITNESS (THE “WEBSITE”) AND OUR FITY APPLICATION (THE‘’APPLICATION’’), FOR PURCHASING FITY TOKENS. YOU ACKNOWLEDGE THAT THERE ARE CERTAIN RISKS ASSOCIATED WITH PURCHASING THE TOKENS DESCRIBED HEREIN AND AGREE TO ASSUME SUCH RISKS UPON ANY PURCHASE OF TOKENS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE THE TOKENS DESCRIBED HEREIN.
These Terms of FITY Token Sale (the “T&C” or “Terms”) apply to all purchasers of the FITY Token (hereinafter referred to us “ FITY Token” or “Token” ) and to all future users of the FITY Ecosystem, including the Application (hereinafter referred to us ,,You’’).
By purchasing the FITY Token during any private sale phases, You will be bound by these Terms, and all terms incorporated by reference. Your purchase of FITY Token is subject to these Terms.
By purchasing the FITY Tokens and using Our Application, You are agreeing to be bound by these Terms, in its latest version. You are aware that We may change these Terms at any time, on our sole discretion without any prior notice to You. Any changes will be effective immediately upon posting on our Website and/ or Our Application. Your continued use of the FITY Ecosystem, including Our Application means that You accept any new or modified terms.
Scope of Terms
Unless otherwise stated herein, these Terms govern only your purchase of the Tokens from Us during the private sale phases of the FITY Token ( all privat sale phases collectively hereinafter referred to as the “Token Sales” and each privat sale phase individually hereinafter referred to as the ,,Token Sale’’ ). We will have no responsibility for the use of the Tokens after the Tokens are sold to You.
This document establishes the terms and conditions, as well as the procedure and specifications of the FITY Token Sales, as defined above, conducted by BE SOFT STUDIO SRL, a company incorporated in accordance with Romanian law, with registered office 51 Elev Stefan Stefănescu street, Bucharest, registered with the Trade Registry under number J40/10446/2020, having fiscal code 42959544 (hereinafter referred to as the ,,Company’’).
Eligibility for purchasing FITY Tokens and receiving benefits
Please note that You may not use Our Website, Application, FITY Ecosystem and/or acquire FITY Tokens whatsoever:
- if You are under 18 years old, and
- if You are a citizen, resident, habitant or legal entity incorporated in Restricted Jurisdiction as described below in these Terms.
Please note that the verified KYC process, conducted within Our Application and/or Our Website enables You to participate in any Token Sales and to receive rewards and any other benefits, as they are mentioned in the LitePaper attached to these Terms as Annex 2 – Litepaper01082022.
For avoidance of any doubt, We may not grant the rewards and benefits to an FITY Token holder who refuses, fails any KYC process or does not provide any requested information from Us.
Token Sales Procedure and Specifications
The total number of FITY Tokens to be sold within all the Tokens Sales is 11,000,000 FITY Tokens, representing 52% of the FITY Tokens Total Supply (amounting to 21,000,000 FITY Tokens).
All Tokens sold during Sale Phase 1 – 10 will be frozen, so the re-sale of FITY Tokens through P2P exchange is not accepted during Private Sale periods.
The FITY Tokens Sales are named ‘’privat sales’’ and there are 10 phases of privat sales, more specifically, 10 Tokens Sales Phases, the first one- Token Sale Phase 1 to be carried out starting with the 3rd of July 2022.
The Company expects to sell in each Tokens Sale Phase as follows:
- up to 1,200,000 FITY Tokens in the Tokens Sale Phase 1
- up to 1,200,000 FITY Tokens in the Tokens Sale Phase 2
- up to 1,200,000 FITY Tokens in the Tokens Sale Phase 3
- up to 1,200,000 FITY Tokens in the Tokens Sale Phase 4
- up to 1,200,000 FITY Tokens in the Tokens Sale Phase 5
- up to 1,000,000 FITY Tokens in the Tokens Sale Phase 6
- up to 1,000,000 FITY Tokens in the Tokens Sale Phase 7
- up to 1,000,000 FITY Tokens in the Tokens Sale Phase 8
- up to 1,000,000 FITY Tokens in the Tokens Sale Phase 9
- up to 1,00,000 FITY Tokens in the Tokens Sale Phase 10
Commencement and Duration of Token Sale Phase 1
The Token Sale Phase 1 is anticipated to be conducted on 3rd of July 2022 (the ,,Commencement Date’’) to end upon the earliest to occur when demand equals the number of offered FITY Tokens (the ‘’End Date’’).
The Token Sale Phase 1 will be open only to purchasers who have completed the registration and KYC process in our Application or Website.
Please note that the Company may modify the Commencement Date and/or the End Date on its sole discretion. The Company may also cancel the Token Sale Phase 1 and refund purchase amounts at any time before the Tokens are delivered.
For the rest of the Token Sale Phases ( from Phase 2 to Phase 10), the Commencement Dates will be announced in the future on the Website, in Our Application and social media communities.
Token Sales Prices
Each payment received in the Token Sale Phase 1 is valued in U.S. dollars but payable in crypto-assets (EGLD).
Taken into consideration that the Company has issued a collection of 1,000 NFTs, which were minted through the crypto marketplace- Isengard ( the ‘’ Fity Investor NFTs’’) on the Elrond blockchain, please note that the holders of Fity Investor NFTs will have the right to purchase FITY Tokens in the FITY Token Sales on a smaller price than the rest of the investors.
Please find below the Prices of the FITY Token in the FITY Token Sale Phase 1, FITY Token Sale Phase 2 and FITY Token Sale Phase 3, differentiated between the holders of Fity Investor NFTs ( ,,Token Price for Fity NFTs Investor Holders’’) and the investors who do not own Fity Investor NFTs (,, Token Price for Other Investors’’):
Token Sale Phase 1:
- Token Price for Fity NFTs Investor Holders: 0.005 $ per Token
- Token Price for Other Investors: 0.0075 $ per Token
A number of 1,000,000 Tokens are reserved to Fity NFTs Investor Holders in Token Sale Phase 1.
Also, please note that the Token Price for Token Sales Phases 2 and 3 are presented below:
Token Sale Phase 2:
- Token Price for Fity NFTs Investor Holders: 0.010 $ per Token
- Token Price for Other Investors: 0.015 $ per Token
Token Sale Phase 3:
- Token Price for Fity NFTs Investor Holders : 0.015 $ per Token
- Token Price for Other Investors : 0.0175 $/ Token
A number of 1,000,000 Tokens are reserved to Fity NFTs Investor Holders in each Token Sale Phase 2 and Phase 3.
The Token Prices for the Token Sale Phases from Phase 4 to Phase 10 will be announced in the future on the Website, in Our Application and social media communities.
Please note that the Company will issue a collection of 10,000 NFTs which are to be minted through Our Website (the ‘’ Fity Users /Avatars NFTs’’), on the Elrond blockchain.
The FITY Token holders will be able to acquire Fity Users /Avatars NFTs, based on the following formula: 1 Fity User /Avatar NFT =1000 FITY Tokens.
The Price of Fity Users /Avatars NFT will be valued by Us on 250 U.S. dollars per NFT, as follows: 1 Fity User /Avatar NFT= 250 $
Taking into consideration the above-mentioned, it results that the price of 1 FITY Token will be +/- 0.25 U.S. dollars at the acquisition date of the Fity User /Avatar NFT.
The Company intends to list the FITY Tokens on Maiar (a decentralized crypto exchange) and the Company will establish the price of the FITY Token will be around 0.25 U.S. dollars per each FITY Token and will announce it on the Website, in Our Application and social media communities.
Thus, the FITY Token may be sold for the Fity User /Avatar NFT on the price mentioned above or may be sold on the price established and announced by the Company within the range above-mentioned when the Token will be listed on Maiar.
Procedure for Purchasing and Receiving Tokens in the Token Sales Phases
Before purchasing Tokens in the Token Sales Phases, You will be required to successfully pass the KYC/AML process and also to agree and comply with these Terms.
Every participant is required to successfully complete the registration process and get approval in order to participate in the Token Sales Phases (the whitelisting process).
Only natural persons may apply for registration and participation in the Token Sales Phases. The Token shall be sold within Our Application.
During the Token Sales Phases, the Company wallet address will only accept crypto-assets from purchaser wallets with adequate crypto-assets balances belonging to persons who have completed registration. Crypto-assets must be sent to the Company wallet address during the Token Sales Phases in order to purchase Tokens.
Please note that sending crypto-assets to any other address may result in a loss of crypto-assets. Attempted transactions to purchase Tokens will be rejected if (i) crypto-assets are sent to the Company wallet address at any time before or after the Token Sale or (ii) you transfer payment from a wallet other than the purchaser wallet you connected or otherwise provided to us during registration.
The FITY Fitness app does not have access to the user’s Mayar account, secret phrase, or any of their personal digital wallet details. Also, the FITY Fitness app cannot sign transactions on behalf of users.
You acknowledge and agree that You are responsible for any gas fee incurred to send crypto-assets to Us.
Please note that if You lose access to your receiving wallet You will lose access to your Tokens.
Use of Proceeds from Token Sales
We will use the proceeds from the Token Sales for the development of the FITY Ecosystem mainly, for the liquidity pool (in order to list the Tokens on Maiar in the near future) and marketing, as per the LitePaper attached as Annex 2 – Litepaper01082022 to these Terms.
Cancellation and Refunds
Please note that Your purchase of the Tokens from Us during the Token Sales is final, and there are no refunds or cancellations except as We may determine in our sole discretion or as may be required by applicable law or regulation.
We may determine, in our sole and absolute discretion, to issue a refund in certain circumstances, including without limitation, in the event your aggregate payment amount exceeds the available Token supply or you fail the AML transaction review. In the event of a refund, you will be charged a gas fee in connection with processing the refund, but We may in our sole discretion cover such gas fee.
Rejected and Unsuccessful Purchase Attempts
We reserve the right to refuse or reject Token purchase attempts at any time in our sole and absolute discretion. You acknowledge and agree that any attempts to purchase the Tokens will be rejected if:
- crypto-assets are sent to the Token Sale address at any time before or after the Token Sale;
- You transfer payment from a wallet other than the purchaser wallet you connected or otherwise provided to Us during registration;
- If you are not qualified to purchase the Tokens from a KYC perspective.
The Company is not responsible for any unsuccessful attempt You may make to purchase the Tokens, regardless of cause.
Securing Your wallet
You will implement and be responsible for implementing reasonable measures for securing your purchaser wallet and any other wallet or vault you use to hold the Tokens you purchase from Us, including any requisite private keys or other credentials necessary to access such purchaser wallet, or other wallet or vault.
The Company shall not be responsible or liable for any damages, losses, costs, penalties, fines, or expenses arising out of or relating to:
- a) Your failure to implement reasonable measures to secure your purchaser wallet or any other wallet or vault you use to hold Tokens or the relevant access credentials;
- b) the loss of, tampering with, circumventing or unauthorized use of any of the access credentials to your purchaser wallet, or any other wallet or vault you use to hold Tokens;
- c) any security breach affecting the security of your purchaser wallet or any other wallet or vault you use to hold Tokens, or
- d) the loss of Tokens from your purchaser wallet or any other wallet or vault you use to hold Tokens.
- Tokens are sold on an ‘’as is’’ and ‘’as available’’ basis without warranties of any kind, and we expressly disclaim all implied warranties as to the Tokens, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
- The Company does not represent or warrant that the Tokens are reliable, current or error-free, meet your requirements, or that defects in the Tokens will be corrected.
- The Company cannot and do not represent or warrant that the Tokens or the delivery mechanism for the Tokens are free of viruses or other harmful components.
FITY Token and FITY Ecosystem
FITY Token is a utility token created to work in the FITY Ecosystem. FITY Token will provide rights and benefits in relation to the services provided by the FITY Ecosystem.
FITY Ecosystem is an Elrond blockchain based project involving the Application, the Tokens and the NFTs, addressed to persons interested in fitness, nutrition and wellness.
Our Application is the first wellness mobile application integrating fitness, nutrition and blockchain. being a cryptocurrency mobile application that rewards the users’ effort for building good habits.
FITY Token is not a security, since it does not give any rights on dividends or interest, any ownership right or stake share or equivalent rights or any right to receive future revenue shares in the issuing entity or its affiliates, or any other form of participation in or relating to the issuing entity or its affiliates, nor shall FITY Token holders have any influence or rights in the development of the issuing entity or its affiliates.
FITY Token, therefore, is not a share and does not give any right to participate in the general meetings of the issuing entity.
The documents related to FITY Token do not represent investment advice, the FITY Token is not a security nor an investment product and any action, notice, communication, message, decision, managerial act, or omission of the mentioned shall not be understood and interpreted as such.
We give no guarantees as to the value of any of the FITY Tokens and explicitly We are warning users that there is no reason to believe that FITY Token will increase in value, and they might also decrease in value or lose their value entirely.
You represent and warrant, that you are acquiring FITY Tokens for your own personal use and for your personal utility and not for investment or financial purposes.
You also represent and warrant that you do not consider FITY Token as a security and you understand that FITY Tokens may lose all their value and that you are not purchasing FITY Tokens as an investment and that you are aware of all other risks deriving from holding FITY Token as specified in these Terms and you accept them.
We expressly disclaim any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in these Terms, including their annex, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
The FITY Token is not intended to be a financial instrument and therefore the Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU ( MiFID II Directive), as it has been implemented into the Romanian legislation by the Law no. 126/2018 regarding financial instruments, and the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (Prospectus Regulation) are not applicable.
We are not a financial institution and we are not under the supervision of any financial supervisory authority. We do not provide any licensed financial services, such as investment services, fund management or investment advice. None of the information or analysis presented herein are intended to form the basis for any investment decision, no specific recommendations are intended, and We, the Website and FITY Tokens do not offer, are not and shall not be construed as investment or financial products.
Tokens Sales and distribution of Tokens
FITY Tokens distribution is not a public offering of equity or debt and consequently does not fall under the legal provisions of the MiFID II Directive, as it has been implemented into the Romanian legislation by the Law no. 126/2018 regarding financial instruments, and the Prospectus Regulation.
Within any Token Sale, You can make contribution into a smart contract system in EGLD (acceptable crypto-asset) and receive FITY Tokens in exchange.
For any Token Sale, You must have an ESDT-compatible wallet capable of receiving the Tokens pursuant to these Terms. If compatible, your receiving wallet may be the same wallet as your purchaser wallet.
Please note that any FITY Token Sale is final and non-refundable.
By purchasing FITY Tokens You expressly acknowledge and represent that:
(i) You have carefully reviewed the Terms and fully understand the risks, costs and benefits associated with the acquisition of this Token as indicated in the Terms.
(ii) You understand and have significant experience of crypto-assets, blockchain systems and services, and that You understand the risks associated with the Token Sales as well as the mechanism related to the use of crypto-assets.
By purchasing FITY Tokens You expressly acknowledge and agree that:
(i) We shall not be responsible for any loss of FITY Tokens or situations making it impossible to access to FITY Tokens, which may result in any actions or omissions of the future user or any person undertaking to acquire FITY Tokens.
(ii) We are not a provider of wallet or custodial services of credentials necessary to access crypto-assets.
Acknowledgment and assumption of Risks
You hereby acknowledge and agree that there are risks associated with the acquisition of the Tokens, ownership of the Tokens, and utilization of the Tokens. By purchasing and using the Tokens, You expressly acknowledge and assume these risks, as mentioned below.
- Development failure or abortion. Acquiring and storing FITY Tokens involves various risks, in particular that We may not be able to launch some operations and continue developing FITY Ecosystem or community. In this respect, the FITY Ecosystem may be modified by Us by modifying/renouncing/delaying certain parts or elements of the FITY Ecosystem, on Our sole discretion, due to external factors, such as market evolution or due to operational opportunity reasons or decisions or advice of our consultants. Therefore, and prior to acquiring FITY Token, You should carefully consider the risks, costs, and benefits of acquiring FITY Token within the Token Sales, and, if necessary, obtain independent advice in this regard. Any interested person who is not in the position to accept nor to understand the risks associated with the activity (including the risks related to the non-development of FITY Ecosystem and operations) or any other risks as indicated in the Terms, should not acquire or use FITY Token, at this stage or later.
- 2. Legal Risk. There is a risk that in some jurisdictions FITY Tokens might be considered as a security, now or in the future in certain jurisdictions. We do not give warranties or guarantees that FITY Tokens are not a security in all jurisdictions. Each user of FITY Token shall bear its own legal or financial consequences of FITY Token being considered a security in their respective jurisdiction. Our legal ability to provide FITY Tokens in some jurisdictions may be eliminated by future regulation or legal actions. In the event that it turns out with a high degree of certainty that FITY Tokens are not legal in certain jurisdiction, We will ,based on our sole discretion, either (a) cease operations in that jurisdiction, or (b) adjust FITY Tokens in a way to comply with the regulation should that be possible and viable. It is your obligation to check if the acquisition and disposal of FITY Tokens is legal in your jurisdiction, and by accepting these Terms you expressly agree and warrant that you will not use FITY Tokens should their use not be legal in the relevant jurisdiction.
- 3. Risk of malfunction of blockchain. The Tokens are based on Elrond Blockchain. Thus, a malfunction, unintended function, or unforeseen operation of the Elrond Blockchain may cause the Tokens to become defective or function unexpectedly or unintentionally. More information about Elrond can be found at www.elrond.com.
There is a risk that any smart contract used for the distribution of the Tokens contains security gaps, errors or dysfunctionalities which may adversely affect the distribution and use of the Tokens.
A wallet and the tokens it contains can only be accessed using the private key assigned to the wallet or a respective smart contract controlling the wallet. You are responsible for safeguarding and maintaining your wallet, private keys, any Token, or crypto-asset associated therewith, as well as for the protection of the private key and the wallet against unauthorized access by third parties. Loss of the private keys can lead to irretrievable loss of the Tokens. We recommend seeking professional advice on the safe management of private keys. Further, Tokens are typically transferred digitally, through electronic media not controlled or regulated by any entity. To the extent a Token is transferred erroneously to the wrong destination, you may be unable to recover the Tokens as Token transactions are generally irrevocable.
- Risk of Security Vulnerabilities. The FITY Ecosystem is an early stage that interacts with the Elrond Protocol. The Elrond Protocol is a new technology and there can be no assurance that such technology will be free of viruses, bugs or other harmful components or operate as intended. There is a risk that the Tokens may unintentionally contain flaws or bugs in their source code that affect the use of Tokens or cause the loss of a Token.
- Update of the Source Code. The Elrond source code could be updated, amended, altered or modified from time to time by the developers and/or the community of Elrond. Nobody is able to foresee or guarantee the precise result of such update, amendment, alteration or modification. As a result, any update, amendment, alteration or modification could lead to an unexpected or unintended outcome that adversely affects FITY Tokens and/or Our operation or market value.
- Internet transmission risks. You acknowledge that there are risks associated with utilizing an Internet-based digital asset, service and website including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that We shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using our services, Website, FITY Ecosystem, FITY Tokens howsoever caused.
- Cryptography risks. You acknowledge that there are risks associated with cryptography, such as code cracking or technical advances such as the development of quantum computers, could present risks to all crypto-assets including FITY Tokens. This could result in the theft, loss, disappearance, destruction or devaluation of FITY Token. To a reasonable extent, We will be prepared to take proactive or remedial steps to update the protocol underlying in response to any advances in cryptography and to incorporate additional reasonable security measures where appropriate. It is impossible to predict the future of cryptography or the future of security innovations to an extent that would permit Us accurately guide the development to take into account such unforeseeable changes in the domains of cryptography or security.
- Risk of theft and hacking. Hackers or other groups or organizations may attempt to interfere with your wallet, the Website, FITY Ecosystem or the availability of FITY Tokens in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks. Blockchains are exposed to mining attacks which may put the smart contract at risk. An attack or a breach of security could result in a loss of private keys, data or Tokens, unauthorized transactions, an interruption of the Elrond Blockchain or FITY Ecosystem for an extended period of time, violation of applicable privacy and other laws, and legal and financial exposure. There can be no assurance that the security measures will be effective.
- Risk of loss of value and uninsured losses. Value of FITY Tokens may fluctuate and you may suffer loss in value of such acquired FITY Token. In addition to the loss of value risk, FITY Tokens are entirely uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss of Tokens or loss of utility value, there is no public insurer, or private insurance arranged by us, to offer recourse to You.
- Risks Associated with Markets for the Tokens. Please note that FITY Tokens are intended to be used solely in connection with Token utility, and We do not support any secondary trading or external valuation of the Tokens. This fact could therefore create illiquidity risk with respect to the Tokens you hold. Even if secondary trading of the Token is facilitated by third-party exchanges, such exchanges may be relatively new, making them more susceptible to market-related risks. Furthermore, to the extent that third parties do ascribe an external exchange value to the Tokens (e.g., as denominated in a virtual or fiat currency), such value may be extremely volatile and diminish to zero. It is also possible that no secondary markets ever develop for the Tokens.
- Non-payment of staking rewards. Certain events may cause your Tokens to be subject to non-payment of staking rewards or other restrictive measures. Such measures may be imposed as a result of your acts or omissions (e.g. omission to perform the KYC process), the acts of a hacker or other malicious actor or a force majeure event.
- Unanticipated risks. Crypto-assets and blockchain technologies are new and untested technology an in addition to the risk outlined in these Terms, there are also unforeseeable risks that may materialize as unanticipated.
- Tax Risk. Please note that You must seek your own fiscal advice and evaluate tax consequences in connection with purchasing, holding, using and selling the Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
You acknowledge, agree and warrant that You have been warned of the potential risks involved by using Our services, Website, Tokens and other relevant technologies mentioned herein as well as that there may be other risks involved, which are not specified herein and that You fully accept such risks.
The Terms shall not and cannot be considered as an invitation to enter into an investment. They do not constitute or relate in any way nor should they be considered as an offering of securities in any jurisdiction. The Terms do not include or contain any information or indication that might be considered as a recommendation or that might be used to base any investment decision. This document does not constitute an offer or an invitation to sell shares, securities or rights belonging to Us or any related or associated company/entity. FITY Token will be used as an entry ticket and is required to qualify for direct access to the FITY Token when it will be accessible and is not intended to be used as an investment.
Any information in the Terms is given for general information purposes only and We do not provide with any warranty as to the accuracy and completeness of this information.
The offering of FITY Tokens is done in order to allow the utilization of software and our Application services and not for speculative purposes.
Any person undertaking to acquire FITY Token must be aware that the FITY Ecosystem business model and the Terms may change or need to be modified because of new regulatory and compliance requirements from any applicable laws in any jurisdictions. In such case, any person undertaking to acquire FITY Token acknowledges and understands that neither Us, respectively nor the Company, nor any of our affiliates shall be held liable for any direct or indirect loss or damages caused by such changes.
We will do our best to launch FITY Ecosystem operations (e.g,. the Application) and develop the FITY Ecosystem. Any person undertaking to acquire FITY Token acknowledges and understands that We, respectively the Company, do not provide any guarantee that it will manage to achieve it.
Please note that acquiring FITY Token shall not grant any right or influence over Our organization.
The Token distribution mechanism will be controlled by a smart contract; this involves a computer program that can be executed on the Elrond blockchain network.
You acknowledge and understand therefore that We, respectively the Company (including its affiliates, management and employees) assume no liability or responsibility for any loss or damage that would result from or relate to the incapacity to use the FITY Token expected.
FITY Token is based on the Elrond protocol. Therefore, any malfunction, unplanned function or unexpected operation of the Elrond protocol may cause the FITY Token network to malfunction or operate in a way that is not expected.
Eligibility, Representation and Warranties
- You must be at least 18 years old to use Our services in the Application, Tokens and Website. By using Our services, Application and Tokens and accessing our Website you represent and warrant that You:
(a) are at least 18 years old;
(b) you have full power and authority to enter into these Terms ;
- c) have not been previously suspended or removed from using Our services and Application;
(d) have not been placed on any of the sanctions lists, published and maintained by the United Nations, European Union, any EU state, UK, Treasury and US Office of Foreign Assets Control (OFAC);
(e) are not a citizen or resident of, or located in, a geographic area that is subject to U.S., EU, OECD or other applicable sanctions or embargoes;
(f) are not an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of State’s Debarred Parties List or other applicable sanctions lists, in particular the EU or OECD-sanction lists.
You hereby represent and agree that if Your country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately notify Us and cease using the Tokens. You agree that you will not knowingly sell or otherwise transfer Tokens to a party subject to U.S. or other applicable sanctions, in particular the EU or OECD sanctions list;
(g) are not a citizen or resident of a geographic area in which purchase, holding or use of Tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act.
If you are using the services on behalf of a legal entity, you represent and warrant that:
(a) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization;
(b) You are duly authorized by such legal entity to act on its behalf;
(c) any beneficial owner of the legal entity, director, employee, services provider or any other individual in any way connected with the company has not been placed on any of the sanctions lists, published and maintained by the United Nations, European Union, any EU country, UK Treasury and US Office of Foreign Assets Control (OFAC).
By participating in the Token Sales, You agree to the Terms and in particular, You represent and warrant that You:
i). are authorized and have full power to acquire FITY Token according to the laws that apply in Your jurisdiction of domicile;
- ii) are not resident or domiciled in any jurisdiction excluded by Us in the KYC process, including but not limited to the following states: Afghanistan, Angola, Belarus, Bosnia & Herzegovina, Burkina Faso; Burundi, Cayman Island, Central African Republic, People’s Republic of China, Congo (DRC), Cote d’Ivoire (Ivory Coast), Cuba, Columbia, Ecuador, Egypt, Eritrea, Ethiopia, Guinea, Guinea-Bissau, Guyana, Haiti, Iran, Iraq, Kosovo, Laos, Lebanon, Liberia, Libya, Macedonia, Maldives, Mali, Morocco; Myanmar, Nigeria, North-Korea, Panama, Pakistan, Papua NG, Republic of Crimea, Russia; Serbia, Somalia, Sri Lanka, Senegal; Sudan, South Sudan, Syria, Trinidad and Tobago, Tunisia, Turkmenistan, Turkey; Uganda, , Ukraine, United States of America, Uzbekistan, Vanuatu, Vietnam; Venezuela, Yemen, Zimbabwe (collectively, the “Restricted Jurisdictions”), or purchasing Tokens from a location in a Restricted Jurisdiction;
(iii) are familiar with all related regulations in the specific jurisdiction in which You are based and that purchasing cryptographic tokens in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind;
(iv) are not acting for the purpose of speculative investment;
(v) live in a jurisdiction that allows Us to sell the FITY Token without requiring any local authorization;
(vi) do not live in a jurisdiction which is qualifying Token issued as securities;
(vii) will not use the Token Sale for any illegal activity, including but not limited to money laundering and the financing of terrorism;
(viii) are solely responsible for determining whether the acquisition of FITY Token is appropriate for You;
(ix) are acquiring FITY Token exclusively for use of the FITY Ecosystem;
(x) understand the risks associated with the Token Sale (incl. the risks related to the non-development of FITY Ecosystem and operations) and understand the use of crypto-assets and their associated risks;
(xi) will not hack into, interfere with, disrupt, disable, overburden, modify, publish, reverse engineer, participate in the transfer or sale, create derivative works, or otherwise impair the Website, FITY Ecosystem and FITY Token.
(xii) We shall have the right to implement necessary measures to monitor compliance of this Section.
Intellectual Property Rights
To the extent that copyright or other intellectual property rights exist on the FITY Application, Website, FITY Token and services such as software, know-how, analysis or programs, those copyrights and other intellectual and industrial rights belong to Us, respectively to the Company. Under no circumstances will these Terms be construed as granting, by implication, or otherwise, a license to any Intellectual Property or components thereof other than as specifically granted in these Terms. You agree that Our, respectively the Company’s Intellectual Property may be used only as provided in these Terms. All rights not expressly granted herein are reserved.
Disclaimer of Warranties
To the fullest extent permissible under applicable law, Our Application and services, Website, FITY Tokens are provided on an “as is,” and “as available” basis, without warranties of any kind. No warranty of any kind, express, implied or statutory, including implied warranties of condition, uninterrupted use, merchantability, satisfactory quality, fitness for a particular purpose, non-infringement of third-party rights, and warranties (if any) arising from a course of dealing, usage, or trade practice, is given in conjunction to the Website, Our Application and services, FITY Ecosystem, FITY Token, as well as to any software contained in Website, Application, FITY Token and Our services in general.
We do not warrant that Our Application and services, FITY Token or Website will be error-free or uninterrupted or that any defects will be corrected in reasonable time. You acknowledge that your use of Our Application, services and Website is at your sole risk.
While every effort is made to ensure that information contained in the Website or related to FITY Token is correct, We, respectively the Company disclaims all warranties regarding the accuracy, adequacy, correctness, completeness, reliability, timeliness, non-infringement, title, merchantability or fitness of any information on the Website and FITY Token.
We, respectively the Company, shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Us. Always log into your account through the website to review any actions, if you have any uncertainty regarding the authenticity of any communication or notice.
Limitation of liability
We, respectively the Company, as well as Our affiliates, officers, directors, agents, employees, suppliers and advisors, assumes no liability or responsibility for any loss raised from any Token Sale, arising out of or related to the use of the FITY Ecosystem or any technical, interruption or malfunction of the FITY Ecosystem, Website, Application, Token, services or otherwise. In no event shall We, respectively the Company, as well as its affiliates, officers, directors, agents, , employees, suppliers and advisors, be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever, including without limitation any damages caused by or resuming from reliance by any user or any information obtained from Us, respectively the Company, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from a force majeure event, suspension of Elrond network communication failure, theft, destruction or unauthorized access to company’s records, services, Application, Website, FITY Token. In addition to the above, We shall not be liable for any loss of profit, loss of business, trading losses, loss in value, or any other loss. This applies even if such damages are foreseeable.
You will defend, indemnify and hold Us, respectively the Company, its affiliates and licensors and its officers, directors, contractors, employees, agents and representatives, harmless from and against all claims, actions, demands, liabilities, damages, losses, costs and expenses (including legal fees) relating to or arising from (a) your use of Our services, Application, Website, FITY Ecosystem, FITY Token (b) your breach of these Terms or any other liabilities arising out of Your use of the services, Application, Website and or the use by any other person accessing the Website, services, Application, FITY Ecosystem, FITY Token using your computer and/or your personal information (c) your violation of any rights of any other person or entity in connection with these Terms (d) third-party claims concerning these Terms or you thereof.
You will promptly notify Us of any third-party claims, actions, or proceedings that you become aware of that involve Us, respectively the Company, as a result of these Terms. We, respectively the Company, may participate with counsel of its own choice in any proceedings described above. If We, respectively the Company, are required to respond to compulsory legal order, you will reimburse Us, respectively the Company, for reasonable attorney and contractors fees for their time and material spent responding to obligatory legal orders. You will not agree to any settlement which imposes any obligation or liability for Us, respectively the Company, without Our prior written consent.
Links to other Websites
Our services, Website, FITY Application may include links to third-party websites (“Third Party Sites”). If you use any links made available through Our services, Website, Application, to reach other websites not maintained by the Us, respectively the Company, you will leave Our services, Website, Application. The linked sites are not under the control of Us, respectively the Company, and We are not responsible for the content of any linked site or any link contained in a linked site. The linked sites are governed by the terms and conditions of the respective sites.
We, respectively the Company, shall not be responsible or liable, either directly or indirectly, for any damage or loss caused or alleged to be caused in connection with Your use or reliance on any such content, information, statements, representations, advertising, products, services or other materials available on or through Third-Party sites.
In connection with Your use of Our services, Website, FITY Application of FITY Tokens, You may provide us with your feedback (suggestions, ideas, reviews, comments, material and questions or other information and/or material). We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas or other information or materials You provide to us, whether by email, posting through Our services, Application, Website, or otherwise. You waive any rights you may have to the feedback (including any copyrights to the extent permitted by law). And feedback You provide to Us is non-confidential, non-proprietary and is not subject to a third party license and we have no liability for any loss or damage suffered by You as a result of the disclosure or use of such feedback.
We have the right to disclose your identity to any third-party who is claiming that any content posted by You constitutes a violation of their intellectual property rights, or of their right to privacy.
We have the right to remove any posting You make on our Website, Application , social media communities or otherwise.
You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, ‘’Communications”) that We, respectively the Company, provides in connection with your use of Our Services, Website, Application and Tokens. You acknowledge and agree that We, respectively the Company, may provide these communications to you by posting them on its Website, on the social media communities or by emailing them to you at the email address you provide. Any email communication will be considered to be received by you within 24 hours after We email it to you and communication via our Website or social media communities will be effective upon posting.
It is your responsibility to keep your email address with the Company up to date so that the Company can communicate with you electronically. You understand and agree that if the Company sends you an electronic communication but You do not receive it because your email address is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, Company will be deemed to have provided the communication to you.
Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add the Company to your email address book so that you will be able to receive the communications we send to you. You can update your email address, mobile phone number at any time by logging into your FITY account or Application or by sending such information to firstname.lastname@example.org.
You may contact us by sending email to email@example.com with general questions.
Please note that the purchase price of the Tokens is exclusive of all taxes, levies, duties or similar governmental assessments of any kind, including, for example, use or capital gains taxes imposed in any jurisdiction (collectively, “Taxes“). You are responsible for payment of all Taxes in connection with the purchase of the FITY Tokens.
You are solely responsible and liable to declare, bear and pay all taxes, duties, that might be imposed by the laws and regulations of any jurisdiction as a result of or in connection with the use of Our services, Website, Application, FITY Tokens.
We, respectively the Company, are not giving any advice regarding tax issues and are not responsible for determining any tax implications connected with its Services, Website, Application, and the FITY Token. We, respectively the Company, make no representation as to the tax implication of any jurisdiction.
If any of the provisions of the Terms are deemed to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect.
Applicable Law and Jurisdiction
The Terms are subject to and governed by Romanian law. Any purchaser/user of FITY Token agree to seek an amicable settlement prior to bringing any legal action. All disputes arising from or under these Terms shall be resolved by the competent courts from Bucharest, Romania.
Entire Agreement. These Terms represent the entire agreement, and supersede all prior and contemporaneous understandings regarding the subject matter (including the FITY Tokens), especially regarding the services, Application, Website, FITY Ecosystem and FITY Tokens. In the event of any conflict between these Terms and any other deed/agreement/ document regarding the subject matter, these Terms shall prevail.
Force Majeure. Company shall not be liable for (1) any inaccuracy, error, delays or omission of (i) any information, or (ii) the transmission or delivery of information; (2) any loss or damage arising from flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction or any other cause beyond Our, respectively the Company’s reasonable control (the “Force Majeure Event”).
Waiver. Company failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.
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