Finblox Token: Terms and Conditions of Sale

The following Terms and Conditions of Sale ("Terms") govern your (“you” or the “Purchaser”) purchase of Finblox Tokens (“FBX”, “FBX Token”, “FBX Tokens” or “Tokens” and each a “Token”), a standard ERC-20 token on the Ethereum blockchain, from us (“Company”, “Finblox” “we” or “us”), and constitute a legally binding and valid contract between you, the Purchaser, and the Company, Finblox (“Agreement”).

Each of you and the Company is a “Party​” and, together, the “Parties​” to these Terms.

PLEASE REVIEW THESE TERMS, AS WELL AS THE FINBLOX TERMS AND CONDITIONS, BEFORE PURCHASING THE FBX TOKEN. THERE ARE CERTAIN RISKS ASSOCIATED WITH PURCHASING OF THE TOKENS, AND BY PURCHASING THE TOKENS YOU HEREBY AGREE TO ASSUME SUCH RISKS.

THIS DOCUMENT IS NOT A SOLICITATION FOR INVESTMENT OR INVESTMENT ADVICE AND DOES NOT PERTAIN IN ANY WAY TO AN OFFERING OF SECURITIES IN ANY JURISDICTION.

OWNERSHIP OF FBX DOES NOT ENTAIL ANY RIGHTS OF OWNERSHIP, EQUITY OR SHAREHOLDING OVER FINBLOX. FBX TOKEN IS A UTILITY TOKEN. FBX TOKEN IS NOT A SECURITY TOKEN.

By purchasing Tokens from Finblox and using the Tokens in connection with the Platform (as defined below), you agree to be bound by these Terms, the Finblox Terms and Policies, Token Litepaper, and all terms incorporated by reference.

By accepting these Terms, you expressly agree that you have read and understood the Token Litepaper, accessible at docs.finblox.com, which contains detailed information regarding the FBX Token, including token metrics, supply, distribution, allocation, etc., and which is incorporated into these Terms by reference.

Unless otherwise stated herein, these Terms govern only your purchase of Tokens from us during the sale period through your Finblox Account on the Finblox Website (“Web App”). At the same time, the use of Tokens in connection with the Platform is governed by other applicable terms and policies (collectively, the “Finblox Terms and Policies”). Any Finblox Terms and Policies we promulgate will be available at https://finblox.com (“Finblox Website” or “Website”). To the extent of any conflict with these Terms, the Finblox Terms and Policies shall prevail with respect to any issues relating to the use of Tokens in connection with the Platform.

The defined terms in these Terms and Conditions of Sale shall have the same meaning assigned to them in the Finblox Terms of Use unless otherwise specified.

FBX is an ERC-20 utility token on the Ethereum blockchain that is native to the Finblox ecosystem. FBX may be purchased through the Finblox Website in exchange for certain types of Eligible Digital Assets

The principal utilities of FBX are:

Purchase, ownership, receipt or possession of FBX carries no rights, express or implied, other than the right to use the Tokens as a means to participate in the Finblox Platform as provided in these Terms and the Finblox Terms of Service. FBX are not stocks, securities or their equivalent and therefore do not create the right of ownership or disposal of Finblox or its assets. FBX holders do not exert any influence over the decision-making of the company or its activities.

Token price, allocation, metrics, sale timeline, distribution, vesting schedule, and other detailed characteristics of the FBX Token are available in the Token Litepaper. The Token Litepaper may be updated from time to time. Users are responsible for conferring with the latest version of Token Litepaper before purchasing FBX.

FBX will be offered for sale on the Web App during the sale period as outlined in the Token Litepaper or as the purchase of FBX is available through the Web App.

FBX Tokens are not intended to be a loan contract, digital currency, security, commodity or any other kind of financial instrument. You are purchasing Tokens solely for the purpose of participating in the Finblox Platform and you are aware of the risks associated with utility tokens, Finblox Platform, and the Tokens. You should not purchase FBX for any other purpose, including, without limitation, any investment, speculative or financial purpose. You acknowledge and agree that the Finblox Platform is in an early stage of development and may undergo significant changes over time.

By purchasing FBX, you acknowledge and agree that:

FBX holders should understand that FBX and/or other digital assets obtained through Finblox can lead to a total loss of money and/or value. Holders of FBX may also be unable to recover the value of FBX in case of extreme market volatility, Finblox insolvency or other financial hardships or as a result of any cybersecurity hack. The purchase and use of FBX should not be made speculatively. FBX could be affected by emerging technology, including but not limited to, quantum computing. These technological breakthroughs could result in security breaches and/or theft.

By purchasing FBX, you hereby expressly acknowledge and assume the following risks:

FBX may only be purchased if you meet the following cumulative criteria:

By purchasing FBX, you agree to Finblox Privacy Policy, which is available on the Website and applies to the FBX sale by reference.

BY PURCHASING TOKENS, YOU REPRESENT AND WARRANT TO FINBLOX THAT AT THE TIME OF YOUR PURCHASE REQUEST AND RECEIPT OF TOKENS THAT:

You shall immediately notify us if prior to or after the FBX purchase the jurisdiction you were a national, resident or domiciled person in at the time of FBX purchase, has introduced any legal restrictions. By any means and at our sole discretion, we may ban or otherwise restrict the purchase or use of FBX tokens if you do not meet any of the eligibility requirements set forth by us or on other legal grounds.

Finblox is committed to protecting our users and has established Anti-Money Laundering (“AML”), as well as Know Your Client (“KYC”) policies under applicable AML laws and regulations. We are obligated to maintain, for a minimum of five years or more as may be required under applicable laws, Purchaser records and transaction history, other personal or corporate identification. Suspicious identities and/or unusual transactions and other certain circumstances might require Finblox to report to the competent authorities any Purchaser that might be involved in any financial crime or illicit activity.

All FBX Purchasers are required to adhere to applicable AML and KYC requirements. In order for Finblox to stay compliant with the applicable AML rules, we will ask you to provide relevant information and documentation that we consider necessary to verify and confirm your personal information, verify and authenticate your personal information as part of your Finblox Account verification, and take any action we need necessary based on the results. You also acknowledge that you will not be authorized to purchase FBX until your KYC has been successfully completed.

We may ask you for additional information before completing your purchase of FBX to verify your identity, source of funds, power of representation or any other information necessary for us to comply with laws, regulations, and our internal policies. If the information provided for verification purposes does not meet AML requirements, we will not allow any participation in the Token Sale and return possible obtained funds minus any fees, without interest, to the original source at the Purchaser's expense. Furthermore, you indemnify the Company of any suffered losses related to failure to process the purchase of FBX tokens due to AML concerns.

We may also gather information from third parties that may aid us in performing our AML/KYC checks more effectively. After you have completed the requirements successfully, you are required to maintain the information associated with your Account on Finblox, and you agree to update any personal information to reflect any changes that you previously provided and all relevant information by you to us is true, accurate and not misleading in any respect.

You expressly acknowledge and agree that the disclaimers and limitation of liability contained herein apply to any and all losses, damages or injury whatsoever caused by or related to the use of, or inability to use, FBX or Finblox Services under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence), for any reason.

In no event shall Finblox, its affiliates, contractors, licensors and their respective directors, officers, employees and agents be liable for any direct, indirect, incidental, special, exemplary or consequential damages, or any other damages of any kind arising out of any circumstances, including, but not limited to: loss of assets, loss of FBX or FBX value, loss of profits, goodwill or data, in whole or in part, in any way whatsoever arising out of the purchase, use of or inability to use, or inability to purchase FBX, or arising out of any interaction with the smart contract implemented in relation to FBX. You also acknowledge that Finblox is not liable for the conduct of third parties, including other purchasers of FBX, and that the risk of purchasing and using FBX rests entirely with the Purchaser. The Purchaser should always ensure the security of any password, account number issued or any other type of secret code. The Purchaser must not share their password, account number and secret codes with anyone else. Finblox will not be liable, under any circumstances, for any loss or damage incurred by the Purchaser in respect of any breach of security in respect of his password, account number, and secret codes. If the Purchaser suspects or knows of any security breach of his password, account number or secret codes, he or she must report it to Finblox immediately.

In the event that, for any reason, the liability of Finblox may not be excluded, under no circumstances shall Finblox be liable to any Purchaser for more than 5% of the amount of Tokens that Purchaser has purchased.

Nothing in these terms shall affect the statutory rights of any Purchaser or exclude injury arising from any wilful misconduct or fraud of Finblox.

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Finblox, it's 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 from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of FBX; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.

Finblox reserves the right to exercise sole control over the legal defense, at your expense, of any claim subject to indemnification under this Clause. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.

Finblox is not liable for failure to perform caused by an unavoidable casualty, delays in delivery of materials, embargoes, government or regulatory orders, acts of civil or military authorities, acts by common carriers, emergency conditions (including weather conditions), acts of terrorism, security issues arising from the technology used, failure of Ethereum or other similar platforms, or any similar unforeseen event that renders performance commercially implausible.

You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanisms you use to receive and hold FBX Tokens purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.

The Purchase Price that you pay for FBX Tokens is exclusive of all applicable taxes. You are solely responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value-added and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting or remitting any sales, use, value added or similar tax arising from your purchase of Tokens. You agree not to hold Finblox liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of Tokens or any other action or transaction related to the Platform.

The Company retains all right, title and interest in all of the Finblox 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. You may not use any of the intellectual property for any reason without the Company’s prior written consent.

The contents and design of the Platform, the Services, FBX, and any material e-mailed to you or otherwise supplied to you in conjunction with the Services (such contents, design, and materials being collectively referred to as the “Finblox Content”), is copyright of Finblox and its licensors. You may not use or reproduce or allow anyone to use or reproduce any trademarks (such as Finblox name and logo, FBX name and logo or other trade names appearing on the Site or any Digital Application) for any reason without written permission from Finblox. The software and Platform that operates all the Services are proprietary software and you may not use it except as expressly allowed under these Terms. You may not copy, reverse engineer, modify or otherwise deal with the software.

You expressly agree that the purchaser is purchasing FBX at the purchaser's sole risk and that FBX is provided on an "as is" basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose.

These Terms and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by and construed in accordance with the laws of the British Virgin Islands, to which the Purchaser irrevocably and unconditionally submits.

The terms of this Clause shall apply to all disputes arising out of, in connection with or in any way related to the sale of FBX Token by Finblox, including disputes related to Purchase Price, Purchased Amount, delivery of FBX to account or any other dispute concerning FBX that relates to events following up to and including the Delivery Date, and five business days thereafter.

YOU AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT CLASS ACTIONS OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS CLAUSE, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AND FINBLOX AGREE THAT NO DISPUTE SHALL PROCEED BY WAY OF CLASS ARBITRATION WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.

The illegality, invalidity or unenforceability of any provision of the Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction, nor the legality, validity or enforceability of any other provision. Suppose any provision in the Terms shall be held to be illegal, invalid or unenforceable, in whole or in part; the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid, and enforceable and gives effect to the commercial intention of the Parties.

To the extent it is not possible to delete or modify the provision, in whole or in part, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of the Terms and the legality, validity and enforceability of the remainder of the Terms shall not be affected.

The User may not assign, delegate, sub-contract or otherwise transfer all or part of his rights or obligations under the Terms whether by operation of law or otherwise, without Finblox’s express written consent, and any attempted assignment in violation of this prohibition shall be void ab initio and of no effect. Finblox may assign, delegate, sub-contract or otherwise transfer all or part of its rights and/or obligations under the Terms without notifying the User or obtaining the User’s consent. Any permitted assignment or transfer of or under these Terms shall be binding upon and inure to the benefit of the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties hereto.

Failure or delay to enforce any of the terms or conditions of these Terms shall not constitute a waiver, relinquishment or modification of any of the Company’s rights of any such terms or conditions or any other terms or conditions. If we somehow are deemed to have waived any of our rights or have delayed the exercise of our rights, you are still responsible for any or all obligations required by you to us under these Terms. Any delay or waiver of our rights applies only to the specific instance in which we decide to delay or waive the provision explicitly and does not affect our other or subsequent rights in any way.

These Terms are entered into for an unlimited duration and remain in force even after the FBX are delivered to the Purchaser’s Account.

The obligations of Finblox towards the Purchaser under these Terms shall be deemed to be satisfied in full once the amount of FBX as requested and paid for by the Purchaser are delivered to (registered with) the Purchaser’s Finblox Account.

The Purchaser's obligations under these Terms, including representations and warranties, shall be valid at all times the Purchaser holds FBX and/or has an active Finblox Account and shall survive the termination of these Terms.

You may terminate this Agreement between you and Finblox by closing your Finblox Account in accordance with the Finblox Terms and Policies.

We reserve the right to terminate and/or suspend your FBX purchase, access to the Finblox Services, the Platform, the Website, the Mobile App, undertake any actions and measures that we deem necessary to comply with the law, safeguard the Platform, the assets, to act under extreme market conditions, without liability to you, at any time for any reason, including, but not limited to, if based on our sole discretion we believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us.

You confirm that you had the opportunity to seek independent legal advice relating to all the matters provided for in the Terms and agree that there shall be no presumption that any ambiguity in the Terms should be construed against Finblox solely as a result of the role of Finblox in the drafting of the Terms, and the provisions of these Terms and all documents entered into pursuant to the Terms are fair and reasonable.