Fractal Mainnet Bootstrap Program

Terms and Conditions

Terms and Conditions for Fractal Mainnet Bootstrap Program

The following Terms and Conditions (these "Terms") govern the participation of any person, individual or corporation eligible to participate ("You", "Your", "Participant") in the Fractal Mainnet Bootstrap Program (defined below) launched by Parallel Execution Inc., a company incorporated in Panama ("Company").

Any person, individual or corporation which engages in any activity in connection with the Fractal Mainnet Bootstrap Program shall immediately be deemed a Participant and shall be deemed to have agreed to be bound by these Terms. These Terms shall be deemed entered into between the Participant and the Company each a "Party", collectively the "Parties".

If You do not agree or You do not accept these Terms, You may not participate in the Fractal Mainnet Bootstrap Program and therefore should not engage in any activity in connection with the same.

By accepting these Terms, You shall also be bound by any policies, instructions, schedules, guidelines, operating rules, supplementary terms and/or procedures which the Company may publish from time to time on the website at fractalbitcoin.io and/or the Company's related social media channels (collectively the "Public Channels"), which are hereby expressly incorporated herein by reference. In accordance with Clause 7, the Company reserves all rights to carry out all means necessary to prevent Your participation accordingly.

The Company may revise these Terms at any time with or without notice to You by publishing the updated Terms on any of the Public Channels. These changes shall take effect from the date of upload, and Your continued participation in the Fractal Mainnet Bootstrap Program from such date shall be deemed to constitute Your acceptance of such revised Terms. It shall be Your sole responsibility to check the Public Channels for such revisions from time to time. If you do not agree to these Terms, please do not participate in the Fractal Mainnet Bootstrap Program.

Fractal Network’s native asset, FB, is not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction. This document and these Terms do not constitute a prospectus or offer document of any sort and are not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment, or a solicitation for any form of investment in any jurisdiction. No regulatory authority has examined or approved of these Terms. No such action has been or will be taken by the Company under the laws, regulatory requirements or rules of any jurisdiction. The provision of these Terms to You does not imply that the Applicable Laws, regulatory requirements or rules have been complied with.

In particular, FB (a) is not a loan to the Company or any Affiliate; (b) does not provide the holder with any ownership or other interest in the Company or any Affiliate, or any other company, enterprise or undertaking, or any kind of venture; (c) is not intended to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment; (d) is not intended to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss; (e) is not a commodity or asset that any person is obliged to redeem or purchase; (f) is not any note, debenture, warrant or other certificate that entitles the holder to interest, dividend or any kind of return from any person; (g) is not intended to be a security, commodity, financial derivative, commercial paper or negotiable instrument, or any other kind of financial instrument between the relevant holder and any other person, nor is there any expectation of profit; and (h) is not an offer or solicitation in relation to gaming, gambling, betting, lotteries and/or similar services and products.

The following definitions shall apply in the interpretation of these Terms:

"FB" means the native cryptographically-secure fungible protocol token of Fractal (ticker symbol FB), which is a transferable representation of attributed utility functions specified in the protocol/code of Fractal.

"Applicable Laws" means, with respect to each Party and any person, any and all applicable laws to which such Party or person is subject, including any and all jurisdictions which may apply;

"Affiliate" means with respect to any person, any other person directly or indirectly controlling, controlled by or under common control with such person;

"Digital Wallet" means the digital asset wallet that is compatible with the Ethereum blockchain network that the Participant shall use for the purpose of participation in the Fractal Mainnet Bootstrap Program; and

"Fractal" means the "Fractal Bitcoin" Bitcoin scaling solution that uses the Bitcoin Core code itself to recursively scale unlimited layers, enabling scalability and integration with Bitcoin, allowing it to support internet-scale applications while maintaining high consistency with Bitcoin's core principles (as more particularly described at https://www.fractalbitcoin.io/).

"Indemnified Persons" means the Company, the Company’s Group Entities as well as their 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.

IT IS HEREBY AGREED:

  1. PARTICIPATION IN Fractal Mainnet Bootstrap Program

    1. The Company is launching the Fractal Mainnet Bootstrap Program solely for the purpose of increasing awareness of Fractal, and to encourage users to learn more about Fractal. Participants which successfully participate in the Fractal Mainnet Bootstrap Program shall be eligible to receive FB in their respective Digital Wallet when the same is distributed at the Company’s discretion. You agree and accept that the Fractal Mainnet Bootstrap Program shall in no way be construed as a sale of FB or any other digital asset.
    2. The Fractal Mainnet Bootstrap Program shall run for a duration of up to 2 weeks from September 5, 2024 to September 19, 2024, or such other period as may be specified by the Company at its sole discretion ("Campaign Duration").
    3. In order to be eligible for the Fractal Mainnet Bootstrap Program, by the last day of the Campaign Duration, Participants should have met the following conditions:
      1. Prior to the expiry of the Campaign Duration, Participants are required to fulfill at least one of the criteria stipulated on the website, https://unisat.io/fractal_bootstrap (the Unisat Condition);
      2. Prior to the expiry of the Campaign Duration, Participants are required to fulfill at least one of the criteria stipulated on the OKX wallet website, https://www.okx.com/web3/rewards/fractal_bitcoin (the OKX Condition);

    Up to 500,000 FB shall be rewarded to eligible Participants which fulfill the UniSat Condition, and up to 500,000 FB shall be rewarded to eligible Participants which fulfill the OKX Condition. There are limited numbers of FB available for distribution to Participants in the Fractal Mainnet Bootstrap Program, so it will be distributed on a "first-come-first-served" basis.

    1. The Company reserves the right to prescribe, at its sole discretion, such other qualifying conditions or restrictions on a user's participation in the Fractal Mainnet Bootstrap Program, or to disqualify or prohibit any person from participating or qualifying in any aspect of the Fractal Mainnet Bootstrap Program for any reason, including without limitation due to a user engaging in Disqualifying Conduct (defined below).
    2. The Participant acknowledges that the Company reserves the right to suspend, modify, restrict, cancel, withdraw or amend any aspect of the Fractal Mainnet Bootstrap Program at its sole discretion without liability to any person.
    3. Each Participant who enters or participates in any aspect of the Fractal Mainnet Bootstrap Program represents and acknowledges, without limitation or qualification, that all determinations or decisions made by the Company for the purposes of the Fractal Mainnet Bootstrap Program are final and binding. The Company shall not entertain any requests for appeal or review. In particular, the Participant acknowledges and accepts that despite any Participant satisfying all prescribed qualifying conditions / restrictions, the Company shall have the sole discretion to decline to deliver FB to such Participant for any reason whatsoever.

  2. LOCK-UP AND CLAIMS PROCESS

    1. You accept that FB issued or transferable to You in accordance with these Terms are subject to transfer restrictions, and cannot be distributed to Your Digital Wallet ("Lock-up Period") until such time that they are unlocked in accordance with the Unlock Schedule (as set out below). You undertake to the Company that until such time that the Lock-up Period expire in respect of each tranche of FB, You shall not in respect of such tranche of FB:
      1. lend, issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly (or agree to do any of the above, whether or not in writing), any FB issued or transferable to You in accordance with these Terms; or
      2. enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any FB issued or transferable to You in accordance with these Terms,
    2. FB shall be unlocked in tranches set out in the Unlock Schedule below, whereupon the Lock-up Period ceases to apply in respect of FB. Notwithstanding the commencement of any unlocking of FB, the Company reserves the right to an emergency stop functionality to terminate the distribution process.
    3. Rewards of FB as described in these Terms shall be unlocked in accordance with the following Unlock Schedule:
      1. All of the total amount of FB shall be unlocked on the Trigger date;
      2. for the purpose of these Terms, "Trigger Date" shall mean the date that rewarded FB is first made claimable by qualifying Participants, where such date is to be determined by the Company in its absolute discretion.
    4. You are responsible for implementing all reasonable and appropriate measures for securing Your Digital Wallet, vault or other storage mechanism that You use to store FB, 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 FB. The Company shall not be responsible for any security measures relating to Your receipt, possession, storage, transfer or potential future use of FB nor shall the Company be under any obligation to recover or return any such FB and the Company hereby excludes (to the fullest extent permitted under Applicable Laws) any and all liability for any security breaches or other acts or omissions which result in Your loss of (including loss of access to) FB rewarded to You under these Terms. In the event of any loss, hack or theft of FB from You, You acknowledge and confirm that You shall have no right(s), claim(s) or causes of action in any way whatsoever against the Company, its Affiliates, representatives, employees, directors and agents.
    5. Participants may receive awarded and unlocked FB directly to their eligible addresses for Fractal Mainnet Bootstrap Program during the claim period commencing from the Trigger Date and ending on 30 September 2024 by connecting their Digital Wallet enabling access to the Participant's Digital Wallet address as notified to the Company under 1.3(d), approving the relevant smart contract permissions as prompted, and sending a "claim" function. Any unclaimed FB Tokens after the aforementioned claim period shall no longer be available for claim, and shall be dealt with by the Company at its sole and absolute discretion.
    6. Each Participant shall pay for all blockchain network fees or "gas" which may be required to send a "claim" function for FB, or otherwise interacting with any underlying smart contracts deployed on a blockchain network; such fees are typically payable each time a Participant initiates the request to claim FB.

  3. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

    1. You, the Participant, agree, represent and warrant that:
      1. You have read and understood the provisions of these Terms, including all relevant schedules and annexes that may be attached hereto;
      2. You have full power and authority to enter into and give effect to Your obligations and undertakings under these Terms, and in the case where You are a corporation or acting on behalf of a corporation:
        1. the corporation is a duly organized and validly existing corporation in its place of incorporation and it is not in receivership or liquidation or judicial management or any analogous situation; and
        2. the corporation has full power and authority to enter into and give effect to its obligations under these Terms and all corporate steps required to give effect to the entry of these Terms have been properly taken.
      3. these Terms constitute a legal and binding obligation and undertaking, and may be enforced to the full extent of the law;
      4. where required, You have approved any approvals under any Applicable Laws for the participation in the Fractal Mainnet Bootstrap Program;
      5. any expenses that the You may incur in observing these Terms shall be at Your own expense and cost;
      6. You have not engaged in Disqualifying Conduct.
      7. You understand that and no materials, commentary, content provided by the Company and/or the Indemnified Parties shall be considered financial advice, and any financial advice sought by the You in relation to Your participation in the Fractal Mainnet Bootstrap Program shall be at Your own costs and expense;
      8. You are responsible and shall bear all expenses and costs involved (including but not limited to accountant fees) in determining the tax implications in Your participation of the Fractal Mainnet Bootstrap Program and the observance of these Terms;
      9. You are responsible for ensuring that Your Digital Wallet is functional and the keys for such, secure, and that it is Your responsibility to contact the Company through the appropriate avenue to resolve any issue with the Digital Wallet;
      10. You have a good understanding of the operation, functionality, usage, storage, transmission mechanisms and all material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology, smart contract technology, and staking mechanism, technology or services;
      11. You or (if participating on behalf of a corporation) any of the corporation’s related corporations, directors, officers, employees, agents or any person acting on the corporation’s behalf is NOT an individual or entity that is or is owned or controlled by an individual or entity that ("Sanctioned Persons"):
        1. is listed by the Superintendency of Banks of Panama or Superintendency of the Securities Market of the Republic of Panama as designated or sanctioned individuals or entities, or such other law, regulation or rule as may be prescribed by the Superintendency of Banks of Panama or Superintendency of the Securities Market of the Republic of Panama from time to time;
        2. is currently the subject of any sanction administered by the United States Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC") or any other United States government authority, is not designated as a "Specially Designated National" or "Blocked Person" by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or similar sanctions administered or imposed by the government of Panama or any other country (collectively, the "Sanctions");
        3. is located, organized or resident in a country or territory that is the subject of such Sanctions (including, without limitation, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Eritrea, Iran, Libya, Somalia, South Sudan, Sudan and Yemen); or
        4. has engaged in and is not now engaged in any dealings or transactions with any government, person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction is or was the subject of any Sanctions.
      12. You are not a citizen, resident (tax or otherwise), domiciliary and/or green card holder or other similar certificate of residency of a country (i) where holding tokens, trading tokens, or participating in token sales or distribution, whether as a purchaser or a seller, is prohibited, restricted or unauthorized by applicable laws, decrees, regulations, treaties, or administrative acts, or (ii) where it is likely that the distribution of FB would be construed as the sale of a security (howsoever named), financial service or investment product (including without limitation the United States of America, Canada, the People’s Republic of China, Democratic People's Republic of Korea, Cuba, Syria, Iran, Sudan, and the People’s Republic of Crimea (each a Restricted Territory)), nor are you acquiring FB from any Restricted Territory, nor are you an entity (including but not limited to any corporation or partnership) incorporated, established or registered in or under the laws of a Restricted Territory, nor are you acquiring FB on behalf of any person or entity from a Restricted Territory.
    2. You are aware of and agree that the Fractal Mainnet Bootstrap Program generally involves significant risk, and You hereby agree to accept the full consequences of all risks that may arise during, before, after and in connection to:
      1. your participation in the Fractal Mainnet Bootstrap Program and the distribution of FB;
      2. any loss of digital assets in your Digital Wallet;
      3. the use of FB in Fractal, any other blockchain network, or for any other purpose; and
      4. any potential delay, postponement, suspension, modification or abandonment of the Fractal Mainnet Bootstrap Program.
    3. The list under Clause 3.2 shall not be regarded as an exhaustive list of the potential risks associated with Your participation in the Fractal Mainnet Bootstrap Program and You agree to accept full responsibility for Your own knowledge of all risks that may arise.
    4. The Company does not take any responsibility for any circumstance or event that may prevent a person from participating in the Fractal Mainnet Bootstrap Program as a result of technical restrictions, issues, or other limitations such as force majeure, which include (but are not limited to) regulatory considerations, government directives, and government intervention of whatsoever nature.

  4. DISCLAIMERS OF WARRANTIES

    1. The Company hereby disclaims and does not provide a warranty of any kind, whether implied, express or statutory, including but not limited to the respect of the matters listed in Clause 4.2. Where the Applicable Laws does not allow the disclaimer or exclusion of such warranties, the defective disclaimer shall apply to the full extent as permitted by the Applicable Laws.
    2. You hereby and expressly agree that Your participation in the Fractal Mainnet Bootstrap Program is at Your sole risk and agree that in no event shall the Company be liable to You, or any corporation or entity You represent, for any of the following:
      1. any interruption, error, defect, flaw or unavailability of the Fractal Mainnet Bootstrap Program;
      2. any fraudulent or illegal use of Your Digital Wallet, or any loss of possession and destruction of Your private keys of any wallet;
      3. Your inability to participate in the Fractal Mainnet Bootstrap Program or any transactions You may undertake in connection with the same;
      4. any virus, malware, trojan or similar that may affect FB, Fractal, or Your devices from use of any resources provided by the Company, despite the Company’s best reasonable precautions in place to prevent as such;
      5. any delay, postponement, suspension or abortion of the Fractal Mainnet Bootstrap Program;
      6. the non-disclosure of information relating to the Fractal Mainnet Bootstrap Program;
      7. Your disqualification for failing to recognise Yourself as a Sanctioned Person or the failure of the Company to recognize You as such; or
      8. any and all risks to You in Your participation in the Fractal Mainnet Bootstrap Program.
    3. You agree that the Company may, at any time and in its absolute discretion, delay, postpone, suspend or abort the Fractal Mainnet Bootstrap Program. You agree that, where such should occur, the Company and the Indemnified Parties shall not be liable for any loss (including but not limited loss of use, revenue, income, profits, damages) in accordance with Clause 9.

  5. INFORMATION PROVIDED TO THE COMPANY

    1. You shall ensure that any documents and information provided by You in connection with Your participation in the Fractal Mainnet Bootstrap Program is true, accurate and complete.
    2. Where it occurs any event that may render such provided information under Clause 5.1 false, misleading, incomplete or altered, You shall, at the earliest possible, take such acts necessary to notify the Company and/or their Indemnified Parties of the event and corresponding change.

  6. TAXES

    The Parties shall seek their own advice on any tax that may be payable in connection with the performance of matter under these Terms. The Parties should be aware that this may include tax consequences including but not limited to tax reporting, income tax, transfer taxes and withholding tax. For the avoidance of doubt, the Company shall not be in any way reasonable for any claims, fines, penalties or other liabilities that any other party these Terms may incur.

  7. DISQUALIFICATION FROM PARTICIPATING

    1. The Company reserves the right, in its absolute discretion, to disqualify You from participation in the Fractal Mainnet Bootstrap Program, and Company and the Indemnified Parties shall not be liable for any losses or damages that may arise for such disqualification and in accordance with Clause 9.
    2. Such situations of disqualification may include, but is not limited to, situations where You have encouraged, instigated and/or engaged in Disqualifying Conduct (defined below) that may be harmful to the Company. The Company reserves the right to take any action as necessary, including but not limited to legal proceedings, to protect the Company from the harm, losses, damage arising or connected to such conduct.
    3. "Disqualifying Conduct" refers to exploitative, abusive and excessive conduct, and shall include but is not limited to, at the sole and full discretion and judgement of the Company:
      1. Creating or controlling multiple user accounts, identities or Digital Wallet addresses in connection with participation in the Fractal Mainnet Bootstrap Program or any aspect of Fractal, or otherwise participating in any Sybil attack or "farming" in connection with the Fractal Mainnet Bootstrap Program or Fractal;
      2. Introducing or using any malware, virus, trojan horses or other material that may alter or be harmful to technology in any way;
      3. Gain and/or engage in unauthorized excess and use of any materials of the Company and its Indemnified Parties;
      4. Interfering with the operation of Fractal Mainnet Bootstrap Program;
      5. Impersonating the Company and/or the Indemnified Parties (such as but not limited to the use of e-mail or screen names); or
      6. Using any materials produced for the Fractal Mainnet Bootstrap Program in a way that is inappropriate and violates any Applicable Laws.
    4. The Company reserves the right to implement the measures it deems necessary and fit to ensure that any Participant that has engaged in Disqualifying Conduct does not have access to the Fractal Mainnet Bootstrap Program.

  8. DISCLOSURE OF INFORMATION

    1. The Company does not warrant the completeness and accuracy of any information relating to the Company, the Fractal Mainnet Bootstrap Program that is online, which may originate from but not limited to the following:
      1. the website https://www.fractalbitcoin.io/ and all related sub-domains;
      2. the X (prev Twitter) account https://x.com/fractal_bitcoin; or
      3. any website or other social media channels directly or indirectly linked to the Company.
    2. You hereby agree that the Company and/or its Indemnified Parties shall be free of any liability arising from any reliance on such materials.
    3. In the event of any conflict or inconsistency between these Terms and any other information, social media posting, brochure, marketing or promotional material relating to the Fractal Mainnet Bootstrap Program, these Terms shall prevail.

  9. LIABILITY AND INDEMNITY

    1. To the fullest extent permitted by law, the Company hereby expressly disclaims its liability for any loss incurred or suffered by You or any person in connection with the Fractal Mainnet Bootstrap Program, for:
      1. any and all changes to the operations, management and organization of the Fractal Mainnet Bootstrap Program including but not limited to any potential delay, postponement, suspension or abandonment of the Fractal Mainnet Bootstrap Program;
      2. any mistake or error in delivery or in connection with FB due and any subsequent changes to the type or value of, or issues affecting, FB (if any);
      3. failure, malfunction or breakdown of, or disruption to, the operations of the Company, Fractal, or any other technology (including but not limited to any smart contract technology), due to any reason, including but not limited to occurrences of hacks, mining attacks (including without limitation double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;
      4. any virus, error, bug, flaw, defect or otherwise adversely affecting the Fractal Mainnet Bootstrap Program or your participation in Fractal Mainnet Bootstrap Program;
      5. Your failure to disclose information relating to the Fractal Mainnet Bootstrap Program at the request of the Company;
      6. any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction applicable to the Fractal Mainnet Bootstrap Program or Your participation in Fractal Mainnet Bootstrap Program; and
      7. all risks, direct, indirect or ancillary, associated with your participation in the Fractal Mainnet Bootstrap Program, the Company and/or Fractal, whether or not expressly stated in these Terms.
    2. To the fullest extent permitted by Applicable Laws, You will indemnify, defend and hold harmless the Company and/or the Indemnified Parties from and against any and all claims, demands, actions, liabilities, costs, expenses for any type of loss (including but is not limited to damages, fines, punitive damages, personal injury, pain and suffering, emotional distress, revenue and profit loss, business and anticipated savings loss and data loss) that may arise in any kind (in tort, contract or otherwise), directly, indirectly, incidental or consequential, from or in connection with the matters dealt with and described in these Terms, including:
      1. losses that may be incurred by actions taken by the Company and/or Indemnified Parties against participants engaged in Disqualifying Conduct under Clause 7.3; and
      2. any loss that may be incurred as a result of the classification of the Participant as a Sanctioned Person as described under Clause 3.1(k).
    3. You hereby agree that You waive all rights to assert any claims against the Company and/or the Indemnified Parties under any Applicable Laws. This shall include the right to participate in any class action lawsuit or class wide arbitration against the Company, the Indemnified Parties and/or any other Participant.

  10. INTELLECTUAL PROPERTY

    1. You acknowledge and agree that save as otherwise indicated in writing, the Company (or, as applicable, its licensor(s)) owns all legal right, title and interest in and all intellectual property and all elements of FB and Fractal, or any underlying websites in connection with the distribution and/or usage of FB and Fractal, including, without limitation all art, designs, systems, methods, information, computer code, software, services, website design, "look and feel", organization, compilation of the content, code, data and database, functionality, audio, video, text, photograph, graphics, and all other elements of the same (collectively, the "Content").
    2. You acknowledge that the Content are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Content are the copyrighted property of the Company (or, as applicable, its licensor(s), and all trademarks, service marks, and trade names associated with FB and Fractal are proprietary to the Company or its licensor(s). Except as expressly set forth herein, your receipt or use of FB and Fractal does not grant you ownership of or any other rights with respect to the aforesaid Content.
    3. The Company reserves all rights in and to the Content that are not expressly granted to you in these Terms. In particular, you understand and agree that:
      1. your usage of FB and Fractal does not give you any rights or licenses in or to the Content (including, without limitation, the Company's copyright in and to the associated art) other than those expressly contained in these Terms;
      2. you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the Content (including, without limitation, any art) without the Company's prior written consent in each case, which consent may be withheld at the Company's sole and absolute discretion;
      3. you will not apply for, register, or otherwise use or attempt to use any FB or Fractal trademarks or service marks, or any confusingly similar marks, anywhere in the world without the Company's prior written consent in each case, which consent may be withheld at the Company's and absolute discretion; and
      4. FB and Fractal may potentially include intellectual property elements provided by third parties that are subject to separate ownership and/or license terms, in which case those terms will govern such intellectual property rights.

  11. THIRD PARTY ONLINE PRODUCTS AND SERVICE(S)

    1. The Public Channels may contain links to third-party websites and services which are owned and operated by third parties ("Third Party Online Products and Service(s)"). These links are provided for Your information and convenience only, and are NOT an endorsement by the Company, its directors, officers, employees, agents, successors, and permitted assignees of the contents of such linked websites or third parties, over which none of the aforementioned entities have any control over.
    2. Your access to and use of any Third Party Online Products and Service(s) is governed by the terms, conditions, disclaimers and notices found on each such website or in connection with such Third Party Online Products and Service(s). The Company has not verified, will not, and is under no obligation to verify the accuracy, suitability or completeness of the contents on such Third Party Online Products and Service(s), and the Company does not control, endorse, warrant, promote, recommend or in any way assume responsibility or liability for any services or products that may be offered by or accessed through such Third Party Online Products and Service(s) or the operators of them, or the suitability or quality of any of such Third Party Online Products and Service(s).
    3. In addition, the Company does not warrant that such Third Party Online Products and Service(s) or the software, data or files contained in, accessed via or linked or referred to in, such Third Party Online Products and Service(s) are free of viruses (or other deleterious data or programs) or defects or that use of such Third Party Online Products and Service(s) will not cause harm or that they conform or will conform with any user expectations. Furthermore, the Company is not responsible for maintaining any materials referenced from another website, and makes no warranties for that website or service in such context.

  12. COMPANY'S REMEDIES

    1. If any Participant breaches any provision in these Terms or is discovered or deemed to be ineligible or disqualified for the Fractal Mainnet Bootstrap Program for any reason, the Company is entitled at any time:
      1. to withdraw, withhold, or require the forfeiture of any FB; or
      2. where the FB has been delivered to the Participant, to reclaim such FB and/or claim liquidated damages from the Participant in an amount of two (2) times the market value of such FB.
    2. Upon the occurrence of the above, no person shall be entitled to any payment or compensation from the Company.

  13. ASSIGNMENT

    1. You may not assign or transfer all or part of its rights or obligations under these Terms without the prior written consent of the Company. The Company may refuse to recognize any such assignment, transfer or any other transaction resembling such.
    2. The Company may assign, as it sees fit and in its full discretion, any of its rights, obligations and duties under these Terms.

  14. NO WAIVER

    1. The Company’s failure or delay to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
    2. Any provision in these Terms may be waived by written and signed consent of the Company. A waiver of any provision or terms shall not be deemed a waiver of any breach of the provision or term, or any other provision or term. For the avoidance of doubt, the Company may waive, by written and signed consent, any breach by any other Party to these Terms.

  15. GOVERNING LAW AND DISPUTE RESOLUTION

    1. These Terms are governed by the laws of Panama, without regard to conflict of law rules or principles (whether of Panama or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
    2. Any dispute arising out of or related to these Terms, as well as any issue on its validity and existence, shall be referred to and finally resolved by arbitration, following an attempt at Conciliation, administered by Panama Conciliation and Arbitration Centre in accordance with its procedural rules for the time being in force. The tribunal shall consist of 1 arbitrator, who shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. The language used in the arbitral proceedings shall be English. Each Party irrevocably submits to the jurisdiction and venue of such tribunal.

  16. ENTIRE AGREEMENT

    These Terms set forth the entire agreement and understanding between the Parties in connection with the matters dealt with and described herein, and supersedes all prior oral and written agreements, memoranda, understandings and undertakings between the Parties in connection with the matters dealt with and described herein.

  17. THIRD PARTIES

    Save as expressly provided for in these Terms, a person who is not a party to these Terms has no right under any law of any jurisdiction to enforce or to enjoy the benefit of any term of these Terms.

  18. INVALIDITY AND SEVERANCE

    If any provision of these Terms shall be held to be illegal, void, invalid or unenforceable, the provision shall be deemed illegal, void, invalid or unenforceable to that extent. The remaining provisions of these Terms shall remain fully valid, legal and enforceable to the extent that they are unaffected by the defective provision, and the illegality, invalidity or unenforceability of the defective provision in one jurisdiction does not affect its legality, validity and enforceability under any other jurisdiction. The Parties agree to use all commercially reasonable efforts to explore other means of achieving the same result as if the provision had been entirely valid, legal and enforceable.