Terms and Conditions
Last updated on February 2, 2018
These Terms and Conditions govern your use of Blast and all projects contained within; use of the eFIN DEX, related EFIN token and purchase of any offerings related to eFIN and/or EFIN and is an agreement between you or the entity that you represent (“Buyer” or “you”) and eFIN (“eFIN,” together with its parent company, subsidiaries and affiliates, “company”). Buyer, eFIN and Company are herein referred to individually as a “Party” and collectively, as the “Parties”.
NOW, THEREFORE, in consideration of the mutual representations, warranties and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Buyer hereby agree as follows:
IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.
Buyer acknowledges, understands and agrees to the following:
- MATTERS RELATING TO EFIN PLATFORM:
- eFIN is developing the eFIN platform as further described in the eFIN Whitepaper (as it may be amended from time to time) (the “Whitepaper”);
- At the end of its development stage, eFIN will be releasing the eFIN platform it has developed under a closed source software license;
- BINDING AGREEMENT: Buyer understands and agrees that Buyer is subject to and bound by this Agreement by virtue of Buyer’s purchase of an eFIN offering.
- NO U.S. BUYERS: eFIN platform and EFIN tokens are not being offered or distributed to U.S. persons (as defined below). If you are citizen, resident of, or a person located or domiciled in, the United States of America including its states, territories or the District of Columbia or any entity, including, without limitation, any corporation or partnership created or organized in or under the laws of the United States of America, any state or territory thereof or the district of Columbia (a “U.S. person”), do not purchase or attempt to purchase any eFIN offerings. We actively block the website and platform access from the United States of America. We have the right to cancel any account without compensation that we suspect to be owned or controlled by a U.S. person, or being accessed from the United States of America or its territories.
- EFIN TOKENS HAVE NO RIGHTS, USES OR ATTRIBUTES. The EFIN tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, including, without limitation, any uses, purpose, attributes, functionalities or features on the eFIN platform. Company does not guarantee and is not representing in any way to Buyer that the EFIN tokens have any rights, uses, purpose, attributes, functionalities or features.
- PURCHASE OF ANY EFIN OFFERINGS ARE NON-REFUNDABLE AND PURCHASES CANNOT BE CANCELLED. BUYER MAY LOSE ALL AMOUNTS PAID.
- EFIN TOKENS HAVE MAY NO VALUE.
- COMPANY RESERVES THE RIGHT TO REFUSE OR CANCEL EFIN OFFERINGS AT ANY TIME IN ITS SOLE DISCRETION.
- PLEASE READ THE RISKS SET FORTH CAREFULLY AND IN THEIR ENTIRETY.
ARTICLE ONE: ACCEPTANCE OF AGREEMENT AND PURCHASE OF EFIN OFFERINGS
1.1 This Agreement shall be effective and binding on the Parties when Buyer: (a) clicks the check box on the official https://www.efin.com webiste (the “Website”) to indicate that Buyer has read, understands and agrees to the terms of this Agreement; or, if earlier (b) upon Company’s receipt of payment from Buyer. Buyer agrees to be bound on this basis, and confirms that Buyer has read in full and understands this Agreement and the terms on which Buyer is bound.
1.2 Whitepaper. Company has prepared the Whitepaper, which is available at https://www.efin.com/whitepaper.pdf, describing matters relating to the eFIN platform. The Whitepaper, as it may be amended from time to time, is hereby incorporated by reference. Buyer has read and undersands the Whitepaper and its contents.
1.3 EFIN TOKENS.
- No Purpose. As mentioned above, the EFIN tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied. Although EFIN tokens may be tradable, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument.
- Company’s Use of Proceeds. Buyer acknowledges and understands that the proceeds from the sale of any eFIN offerings will be utilized by Company in its sole discretion.
ARTICLE TWO: EFIN TOKEN DISTRIBUTION
2.1. Allocation and Distribution of EFIN Tokens. During the EFIN Distribution Period, eFIN will provide specific procedures on how Buyer should acquire EFIN tokens through the official Website. By acquiring EFIN tokens, Buyer acknowledges and understands and has no objection to such procedures and material specifications. Failure to use the official Website and follow such procedures may result in Buyer not receiving any EFIN tokens. The access or use of the EFIN Distribution Contract, access or use of the EFIN token Contract and/or the receipt or acquisition of EFIN through any other means other than the official Website are not sanctioned or agreed to in any way by the eFIN Parties. Buyer should take great care that the website used to acquire EFIN tokens has the following universal resource locator (URL): https://www.efin.com/.
2.2. No U.S. Buyers. The EFIN tokens are not being offered to U.S. persons. U.S. persons are strictly prohibited and restricted from using the EFIN Distribution Contract, using the EFIN token Contact and/or purchasing EFIN tokens and Company is not soliciting purchases by U.S. persons in any way. If a U.S. person uses the EFIN Distribution Contract, uses the EFIN Token Contract and/or purchases EFIN tokens, such person has done so and entered into this Agreement on an unlawful, unauthorized and fraudulent basis and this Agreement is null and void. Company is not bound by this Agreement if this Agreement has been entered into by a U.S. person as Buyer or Buyer has entered into this Agreement or has purchased EFIN tokens on behalf of a U.S. person, and Company may take all necessary and appropriate actions, in its sole discretion, to invalidate this Agreement, including referral of information to the appropriate authorities. Any U.S. person who uses the EFIN Distribution Contract, uses the EFIN Token Contract and/or purchases EFIN tokens or enters this Agreement on an unlawful, unauthorized or fraudulent basis shall be solely liable for, and shall indemnify, defend and hold harmless eFIN and eFIN’s respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (collectively, the “eFIN Parties”) from any damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses (collectively, the “Damages”) incurred by an eFIN Party that arises from or is a result of such U.S. person’s unlawful, unauthorized or fraudulent use of the EFIN Distribution Contract, unauthorized use of the EIFN Token Contract and/or the receipt or purchase of EFIN tokens.
2.3. Allocation of EFIN tokens to eFIN Parties. Buyer understands and consents to the participation of the Company’s past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the purchase of EFIN tokens, including people who may work on the development and implementation of the eFIN Software or who may work for eFIN’s future businesses which block.one may establish with a portion of the proceeds from the EFIN Token Distribution. All such eFIN Parties will participate on the same terms as every other buyer of EFIN tokens and will be bound by this Agreement.
2.4. No Representations and Warranties. The EFIN tokens will be distributed to buyers thereof pursuant to the EFIN Distribution Contract and the EFIN Token Contract. None of the eFIN Parties makes any representations or warranties, express or implied, including, without limitation, any warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to the EFIN Distribution Contract, the EFIN Token Contract or the EFIN tokens or their utility, or the ability of anyone to purchase or use the EFIN tokens. Without limiting the foregoing, none of the eFIN Parties represent or warrant that the process of purchasing the EFIN tokens or receiving the EFIN tokens will be uninterrupted or error-free or that the EFIN tokens are reliable and error-free. As a result, Buyer acknowledges and understands that Buyer may never receive EFIN tokens and may lose the entire amount Buyer paid to Company. Buyer shall provide an accurate digital wallet address to Company for receipt of any EFIN tokens distributed to Buyer pursuant to the EFIN Distribution Contract and the EFIN Token Contract
2.5. Not an Offering of Securities, Commodities, or Swaps. EFIN tokens are not securities, commodities, swaps on either securities or commodities or a financial instrument of any kind. Purchases and sales of EFIN tokens are not subject to the protections of any laws governing those types of financial instruments. This Agreement and all other documents referred to in this Agreement including the White Paper do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a security, commodity, or a swap on either a security or commodity.
2.6. Not an Investment. Buyer should not participate in the EFIN Token Distribution or acquire EFIN tokens for investment purposes. EFIN Tokens are not designed for investment purposes and should not be considered as a type of investment. At this point, the distribution of EFIN tokens will be complete. Buyer acknowledges, understands and agrees that Buyer should not expect and there is no guarantee or representation or warranty by Company that: (a) the eFIN Software will ever be adopted; (b) the eFIN Software will be adopted as developed by eFIN and not in a different or modified form; (c) a blockchain utilizing or adopting the eFIN Software will ever be launched; and (d) a blockchain will ever be launched with or without changes to the eFIN Software and with or without a distribution matching the fixed, non-transferable EFIN token balances. Furthermore, EFIN tokens will not have any functionality or rights on the EFIN Platform and holding EFIN tokens is not a guarantee, representation or warranty that the holder will be able to use the EFIN Platform, or receive any tokens utilized on the EFIN Platform, even if the EFIN Platform is launched and the eFIN Software is adopted, of which there is no guarantee, representation or warranty made by Company.
2.7. Not for Speculation. Buyer acknowledges and agrees that Buyer is not acquiring EFIN tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes.
ARTICLE THREE: NO OTHER RIGHTS CREATED
3.1. No Claim, Loan or Ownership Interest. The acquisition of EFIN tokens: (a) does not provide Buyer with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (b) is not a loan to Company; and (c) does not provide Buyer with any ownership or other interest in Company.
3.2. Intellectual Property. Company retains all right, title and interest in all of Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Buyer may not use any of Company’s intellectual property for any reason without Company’s prior written consent.
ARTICLE FOUR: SECURITY AND DATA; TAXES
4.1. Security and Data Privacy
- Buyer’s Security. Buyer will implement reasonable and appropriate measures designed to secure access to: (i) any device associated with Buyer and utilized in connection with Buyer’s purchase of EFIN tokens; (ii) private keys to Buyer’s wallet or account; and (iii) any other username, passwords or other login or identifying credentials. In the event that Buyer is no longer in possession of Buyer’s private keys or any device associated with Buyer’s account or is not able to provide Buyer’s login or identifying credentials, Buyer may lose all of Buyer’s EFIN tokens and/or access to Buyer’s account. Company is under no obligation to recover any EFIN tokens and Buyer acknowledges, understands and agrees that all purchases of EFIN tokens are non-refundable and Buyer will not receive money or other compensation for any EFIN tokens purchased.
- Additional Information. Upon Company’s request, Buyer will immediately provide to Company information and documents that Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process. Such documents include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. Buyer consents to Company disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Buyer acknowledges that Company may refuse to distribute EFIN tokens to Buyer until such requested information is provided.
4.2. Taxes. Buyer acknowledges, understands and agrees that: (a) the receipt of EFIN tokens may have tax consequences for Buyer; (b) Buyer is solely responsible for Buyer’s compliance with Buyer’s tax obligations; and (c) Company bears no liability or responsibility with respect to any tax consequences to Buyer.
ARTICLE FIVE: REPRESENTATIONS AND WARRANTIES OF BUYER
By acquiring EFIN tokens, Buyer represents and warrants to each of the eFIN Parties that:
5.1. Not a U.S. Person: Buyer is not a U.S. person.
5.2. Authority. Buyer has all requisite power and authority to execute and deliver this Agreement, to use the EFIN Distribution Contract and the eFIN platform, acquire EFIN tokens, and to carry out and perform its obligations under this Agreement.
- If an individual, Buyer is at least 18 years old and of sufficient legal age and capacity to acquire EFIN tokens.
- If a legal person, Buyer is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
5.3. No Conflict. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice: (a) any provision of Buyer’s organizational documents, if applicable; (b) any provision of any judgment, decree or order to which Buyer is a party, by which it is bound, or to which any of its material assets are subject; (c) any material agreement, obligation, duty or commitment to which Buyer is a party or by which it is bound; or (d) any laws, regulations or rules applicable to Buyer.
5.4. No Consents or Approvals. The execution and delivery of, and performance under, this Agreement require no approval or other action from any governmental authority or person other than Buyer.
5.5. Buyer Status. Buyer is not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act of 1933 (a “Buyer Event”), and there is no proceeding or investigation pending or, to the knowledge of Buyer, threatened by any governmental authority, that would reasonably be expected to become the basis for a Buyer Event.
5.6. Buyer Knowledge and Risks of Project. Buyer has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of Buyer’s purchase of EFIN tokens, including but not limited, to the matters set forth in this Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of EFIN tokens, and liability to the eFIN Parties and others for its acts and omissions, including with limitation those constituting breach of this Agreement, negligence, fraud or willful misconduct. Buyer has obtained sufficient information in order to make an informed decision to acquire EFIN tokens.
5.7. Funds; Payments.
- Funds. The funds, including any fiat, virtual currency or cryptocurrency, Buyer uses to acquire EFIN tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Buyer will not use the EFIN tokens to finance, engage in, or otherwise support any unlawful activities.
- Payments. All payments by Buyer under this Agreement will be made only in Buyer’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force, and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.
5.8. Miscellaneous Regulatory Compliance.
- Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law, Buyer complies with all anti-money laundering and counter- terrorism financing requirements.
- Sanctions Compliance. Neither Buyer, nor any person having a direct or indirect beneficial interest in Buyer or EFIN tokens being acquired by Buyer, or any person for whom Buyer is acting as agent or nominee in connection with EFIN tokens, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
ARTICLE SIX: DISCLAIMERS
6.1. Buyer expressly acknowledges, understands and agrees that Buyer is using the EFIN Distribution Contract, the EFIN Token Contract and purchasing EFIN Tokens at the Buyer’s sole risk and that the EFIN Distribution Contract, the EFIN Token Contract and EFIN Tokens are each provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by Company and Buyer shall rely on its own examination and investigation thereof.
6.2. No Representation or Warranty. (A) COMPANY DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND (B) WITH RESPECT TO THE EFIN DISTRIBUTION CONTRACT, THE EFIN TOKEN CONTRACT AND THE EFIN TOKENS, COMPANY SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.
ARTICLE SEVEN: RISKS
EFIN TOKENS MAY HAVE NO VALUE. BUYER MAY LOSE ALL AMOUNTS PAID. Buyer has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the EFIN Tokens (including those not discussed herein), all of which could render the EFIN Tokens worthless or of little value:
7.1. No Rights, Functionality or Features. EFIN Tokens have no rights, uses, purpose, attributes, functionalities or features, express or implied. EFIN Tokens do not entitle holders to participate on the eFIN Platform, even if the eFIN Platform is launched and the eFIN Software’s development is finished and the eFIN Software is adopted and implemented.
7.2. Ability to Transact or Resell. Buyer may be unable to sell or otherwise transact in EFIN Tokens at any time, or for the price Buyer paid. By using the EFIN Distribution Contract or the EFIN Token Contract or by purchasing EFIN Tokens, Buyer acknowledges, understands and agrees that: (a) EFIN Tokens may have no value; (b) there is no guarantee or representation of liquidity for the EFIN Tokens; and (c) the block.one Parties are not and shall not be responsible for or liable for the market value of EFIN Tokens, the transferability and/or liquidity of EFIN Tokens and/or the availability of any market for EFIN Tokens through third parties or otherwise.
7.3. Token Security. EFIN Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the EFIN Distribution Contract, the EFIN Token Contract or the EFIN Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus- based attacks, Sybil attacks, smurfing and spoofing. In the event of such a software bug or weakness, there may be no remedy and holders of EFIN Tokens are not guaranteed any remedy, refund or compensation.
7.4. Access to Private Keys. EFIN Tokens purchased by Buyer may be held by Buyer in Buyer’s digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Buyer’s digital wallet or vault storing EFIN Tokens will result in loss of such EFIN Tokens, access to Buyer’s EFIN Token balance and/or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service Buyer uses, may be able to misappropriate Buyer’s EFIN Tokens. Company is not responsible for any such losses.
7.5. New Technology. The eFIN Software and the eFIN Platform and all of the matters set forth in the Whitepaper are new and untested. The eFIN Software might not be capable of completion, implementation or adoption. It is possible that no blockchain utilizing the eFIN Software will be ever be launched and there may never be an operational eFIN Platform. Buyer should not rely on the eFIN Software or the ability to receive tokens associated with the eFIN Platform in the future. Even if the eFIN Software is completed, implemented and adopted, it might not function as intended, and any tokens associated with a blockchain adopting the eFIN Software may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the EFIN Tokens and any tokens transferable on the eFIN Platform may become outdated.
7.6. Reliance on Third-Parties. Even if completed, the eFIN Software will rely partly on third parties to adopt and implement it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of might have a material adverse effect on the eFIN Software and eFIN Platform.
7.7. Changes to the eFIN Software. The eFIN Software is still under development and may undergo significant changes over time. Although Company intends for the eFIN Software to have the features and specifications set forth in the Whitepaper, Company may make changes to such features and specifications for any number of reasons, and any party that adopts the eFIN Software and launches the eFIN Platform also may make changes, any of which may mean that the eFIN Platform does not meet Buyer’s expectations.
7.8. Project Completion. The development of the eFIN Software may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
7.9. Lack of Interest. Even if the eFIN Software is finished and adopted and the eFIN Platform is launched, the ongoing success of the eFIN Platform relies on the interest and participation of third parties like developers. There can be no assurance or guarantee that there will be sufficient interest or participation in the eFIN Platform.
7.10. Uncertain Regulatory Framework. The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact EFIN Tokens in various ways, including, for example, through a determination that EFIN Tokens are regulated financial instruments that require registration. Company may cease the distribution of EFIN Tokens, the development of the eFIN Software or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
7.11. Risk of Government Action. As noted above, the industry in which Company operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Company and/or pursue enforcement actions against Company. Such governmental activities may or may not be the result of targeting Company in particular. All of this may subject Company to judgments, settlements, fines or penalties, or cause Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the EFIN Tokens and/or the development of the eFIN Software.
ARTICLE EIGHT: LIMITATION OF LIABILITY; INDEMNIFICATION
8.1. Limitation of Liability. To the fullest extent permitted by applicable law, Buyer disclaims any right or cause of action against the block.one Parties of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of any eFIN Party. Each of the eFIN Parties shall not be liable to Buyer for any type of Damages, even if and notwithstanding the extent a block.one Party has been advised of the possibility of such Damages. Buyer agrees not to seek any refund, compensation or reimbursement from a block.one Party, regardless of the reason, and regardless of whether the reason is identified in this Agreement.
8.2. Damages. In no circumstances will the aggregate joint liability of the block.one Parties, whether in contract, warrant, tort or other theory, for Damages to Buyer under this Agreement exceed the amount received by Company from Buyer.
8.3. Force Majeure. Buyer understands and agrees that Company shall not be liable and disclaims all liability to Buyer in connection with any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
8.4. Release. To the fullest extent permitted by applicable law, Buyer releases the eFIN Parties from responsibility, liability, claims, 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 Buyer and the acts or omissions of third parties.
- To the fullest extent permitted by applicable law, Buyer will indemnify, defend and hold harmless and reimburse the block.one Parties from and against any and all actions, proceedings, claims, Damages, demands and actions (including without limitation fees and expenses of counsel), incurred by a eFIN Party arising from or relating to: (i) Buyer’s purchase or use of EFIN Tokens; (ii) Buyer’s responsibilities or obligations under this Agreement; (iii) Buyer’s breach of or violation of this Agreement; (iv) any inaccuracy in any representation or warranty of Buyer; (v) Buyer’s violation of any rights of any other person or entity; and/or (vi) any act or omission of Buyer that is negligent, unlawful or constitutes willful misconduct.
- Company reserves the right to exercise sole control over the defense, at Buyer’s expense, of any claim subject to indemnification under this Section 8.5. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Buyer and Company.
ARTICLE NINE: DISPUTE RESOLUTION
9.1. Informal Dispute Resolution. Buyer and Company shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”). If the Parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined in Section 9.2 below.
9.2. No Class Arbitrations, Class Actions or Representative Actions. Any dispute arising out of or related to this Agreement is personal to Buyer and Company 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.
ARTICLE TEN: MISCELLANEOUS
10.1. Governing Law and Venue. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of Hong Kong, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.
10.2. Assignment. Buyer shall not assign this Agreement without the prior written consent of block.one. Any assignment or transfer in violation of this Section 10.2 will be void. Company may assign this Agreement to an affiliate. Subject to the foregoing, this Agreement, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.
10.3. Entire Agreement. This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by any eFIN Party about the EFIN Tokens, the eFIN Software, the eFIN Platform, Blockchain Tokens or any other tokens on the eFIN Platform.
10.4. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
10.5. Modification of Terms. Company may modify these Terms at any time by posting a revised version on the Website, available at https://www.efin.com/terms. The modified terms will become effective upon posting. It is Buyer’s responsibility to check the Website regularly for modifications to this Agreement. This Agreement was last modified on the date listed at the beginning of this Agreement.
10.6. Termination of Agreement; Survival. This Agreement will terminate upon the completion of all sales in the EFIN Token Distribution. Company reserves the right to terminate this Agreement, in its sole discretion, in the event that Buyer breaches this Agreement. Upon termination of this Agreement: (a) all of Buyer’s rights under this Agreement immediately terminate; (b) Buyer is not entitled to a refund of any amount paid; and (c) Articles 3, 4, 6, 7, 8, 9, and 10 will continue to apply in accordance with their terms.
10.7. No Waivers. The failure by Company to exercise or enforce any right or provision of this Agreement will not constitute a present or future waiver of such right or provision nor limit Company’s right to enforce such right or provision at a later time. All waivers by Company must be unequivocal and in writing to be effective.
10.8. No Partnership; No Agency; No Third Party Beneficiaries. Nothing in this Agreement and no action taken by the Parties shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties. Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose. No Party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other Party. This Agreement does not create any third party beneficiary rights in any person.
10.9. Electronic Communications. Buyer agrees and acknowledges that all agreements, notices, disclosures and other communications that Company provides Buyer pursuant to this Agreement or in connection with or related to Buyer’s purchase of EFIN Tokens, including this Agreement, may be provided by Company, in its sole discretion, to Buyer, in electronic form.