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Terms of sale

1. Definition

Blockchain: Refers to the underlying blockchain technology on which the token is issued. The ForkChain  Tokens issuance and exchange is controlled by a Smart Contract executed on Ethereum or a similar blockchain network. Unless otherwise decided by the Company, FORK meets the ERC20 standard. By extension, it also refers to every blockchain technology the Parties may use.

Cryptocurrency: Refers to cryptocurrencies accepted as a means of payment by the Company for the Token Sale.

ICO: Refers to the series of transactions, pursuant to which the Company will sell the FORK to the general public.

Loss: Refers to losses, claims, injuries, delays, accidents, business interruptions, expenses (including, but not limited to, attorney’s or legal fees or expenses for any claims), any incidental, direct, indirect, general, special, punitive, exemplary, special or indirect losses, any losses of business reputation, loss of profits or any other economic losses, any loss of cryptocurrency or digital assets, any work discontinuation, loss of data, computer failure or malfunction or any other commercial or other loss.

Operation: Refers to the purchase of FORK(S) by a Purchaser during the Token Sale, from the Website and according to the Terms hereof. Party,

Parties: Refers to Purchaser and/or Company, the parties to these Terms.

Purchaser: Refers to any natural person or legal person, who is at least 18 years old, participating in the Token Sale or visiting the Website with a full legal capacity.

Terms (Terms of Sale): Refers to these terms of sale, that constitute a legally binding agreement between You and Company governing Your participation to the Token Sale.

Third-Party Services: Refers to any third party not operated by Company, but used to provide content or additional features to Purchasers such as payment service, application, marketing material, etc.

Website: Refers to the website https://www.forkchain.io/ including any subdomains thereof, from where the Token Sale is available.

FORKCHAIN TOKENS - FORK: Refers to the token issued by Company for the purpose of the Token Sale.

You, Your: Refers to Purchaser.

2. Foreword

These Terms of Sale govern the Company’s issuance of ForkChain Tokens - FORK (the “Token Sale”).

Nothing in these Terms shall be considered to constitute a prospectus of any sort whatsoever or a solicitation of investment of any kind. These Terms and the Token Sale are not an offering to buy or sell any securities in any jurisdiction.

This document is not composed in accordance with and is not subject to any legislative or normative acts of any jurisdiction intended for the protection of investors.

Although the Company makes an effort to ensure that any information contained in these Terms is accurate and current, this information does not constitute professional consulting advice. Company does not guarantee the accuracy, reliability, relevance, or completeness of any information contained in these Terms and does not accept any legal responsibility for it. Potential ForkChain Tokens - FORK holders shall consult relevant independent advisors prior to relying on any information provided herein or entering into any transactions based on this information. The material published herein is exclusively for informational purposes.

Please make sure to read these Terms carefully before any Operation and analyse the influence on your obligations, legal rights and responsibilities. Please get in touch with the Company if you have any questions. You shall not make an Operation if any of the provisions under these Terms are unacceptable to You. If You do not agree to these Terms, and if You are not an eligible Purchaser, You should not use the Website and / or take any actions described on this Website, including purchasing ForkChain Tokens - FORK.

By participating in the Token Sale, You confirm that You have, in Your country, the capacity to contract and participate in such Token Sale. You are deemed to have read and accepted these Terms exhaustively and unconditionally. In the event You do not accept the whole or part of these Terms, You must immediately stop participating in the Token Sale.

Unless proven otherwise, the data recorded in Company provider’s computer system constitutes proof of Purchaser’s participation via the Website.

These Terms are accessible at any time on the Website and will prevail over any other version or any other contradictory document.

Company reserves the right to amend, add or delete any part of these Terms and any other documents on the Website at any time for any reason at its own discretion without any additional notifications whatsoever, including without any notices to You. You acknowledge and expressly confirm that if You make an Operation, You have accepted those amended Terms.

Company reserves the right at its own discretion to stop, change, or cancel any part of the Website, including but not limited to content, functions or hours of accessibility, if the Company considers that you have done something fraudulent, negligent or otherwise violated these Terms. Company will not be liable for any damages that may arise as a result of your use of the Website.

As these Terms may be subject to subsequent modifications, the version applicable to a Purchaser is the one in force on the Website on the date of placing an order for the participation in the Token Sale.

3. Scope

3.1 Token Sale
Company intends to make a public offering of its token ForkChain Tokens - FORK.

Purchaser understands and accepts that Company is unable to guarantee that the Service will ever be developed or will meet Purchaser’s expectations at the time of the Token Sale.

Participation in the Token sale will require creating a Purchaser’s account (“Account”) and the fulfillment of a certain number of obligations in the context of fraud and abuse prevention.

For the execution of the Token Sale outlined in these Terms, Company makes available to Purchaser:

- an interface allowing Purchasers to fill in their digital asset wallet whose private key is exclusively under their control, to store the ForkChain Tokens - FORK purchased (the “Wallet”)

- a platform allowing payments to be made by bank transfer, it being specified that the initiation and execution of the latter remain exclusively under the control of Purchaser; payments in Cryptocurrencies; and to purchase ForkChain Tokens - FORK.

Your investment in the Token Sale through the acquisition of ForkChain Tokens - FORK will enable the funding of the Service.

All the information regarding the Token Sale will be available on the Website.

3.2 ForkChain Tokens - FORK
Company hereby offers Purchasers the opportunity to acquire ForkChain Tokens - FORK in cryptocurrencies ForkChain Tokens - FORK corresponds to a utility token.

Subject to completion and success of the success as mentioned in the present Agreement and the White paper, the ForkChain Tokens - FORK will grant its Purchaser the ability to:

- Pay for a lifetime access to the ForkChain Ecosystem
– Access to ALL of ForkChain Tools (token genesis, NFT printer, Crypto Store…)
– Access to the launchpad
- You will be able to invest in projects launched with ForkChain before they are listed anywhere else
– Governance voting rights : The tokens will give you access to the big picture decisions about the platform
– Access to the airdrop group : You will get free airdrops from the projects built with ForkChain if you hold at least 50$ of ForkChain Tokens !

It is understood that the Company does not manage ForkChain Tokens - FORK on behalf of Purchasers.

Purchaser acknowledges that it has chosen to acquire ForkChain Tokens - FORK in full knowledge and that the Company has not been asked to provide advice in this respect.

Purchaser understands all the characteristics and associated risks with a token including, but not limited to, economical, technological and operational ones, as set forth in Article 8.

Purchaser declares that Company has not solicited it in any form whatsoever, and that it has contacted Company directly to buy ForkChain Tokens - FORK.

Purchaser accepts and acknowledges that these tokens do not confer to their owners :

– any rights to participate in any decision-making or voting within Company
– any rights to Company’s earnings
– any economic or other interests in Company.

At the end of the Operation, these tokens will be issued on a Blockchain over which the Company has no right or responsibility. As such, Purchasers are familiar with these technologies and the relevant applications for using them

The Company will carry out the issuance of the ForkChain Tokens - FORK. It has no control or power of action whatsoever over the blockchain technology, the Ethereum protocol and network or the Smart Contract and its code in execution mode. Company can therefore not be held responsible for any factor that would in any way impact the performance of the Smart Contract, the ForkChain Tokens - FORK transmission system, the possession of the ForkChain Tokens - FORK sold or obeyed their ability to be used by Purchaser, including viewing of the ForkChain Tokens - FORK in a wallet compatible with ERC20 tokens or the transfer of these tokens to a third party tokens to a third party.

The acquisition of ForkChain Tokens - FORK by transferring Cryptocurrencies to the Issuer is Purchaser’s sole responsibility and shall be subject to the terms and conditions of the Ethereum protocol and network.

The issuance of ForkChain Tokens - FORK is managed by a Smart Contract, Company is not required to refund or compensate in any way whatsoever any Purchaser whose Tokens have not been issued by the Smart Contract for any reason. Once issued, the Tokens may be freely assigned or transferred to third parties by Purchaser, in whole or in part, at its sole initiative, whether for consideration or not. The Smart Contract alone shall assume full and complete responsibility for the conditions and consequences of such assignment or transfer of the ForkChain Tokens - FORK it holds.

In particular, Purchaser may not claim from Company any possible loss of its ForkChain Tokens - FORK as a result of an error of any nature whatsoever occurring during the transfer, which takes place without any possibility of control or monitoring by Company.

4. Identification of Purchaser

Single Account
Purchasers may only take part in the Token Sale by using a single Account for private use only. Purchaser shall not create several accounts (multi-accounting) nor purchase Tokens on behalf of third parties (pooling). Company reserves the right to suspend, without notice or compensation, any Purchaser’s participation in the Token Sale if such Purchaser does not comply with these conditions.

ID documents
Following current goods practices, Purchaser undertakes to provide, the following non-exhaustive documents list:

– for a natural person: a valid identity document
– for a legal entity: an extract from the commercial register and the director(s)’ valid identity document, both less than three months old.

Purchasers coming from the following countries will not be able to participate in any ways at the different sales rounds : Afghanistan ; Albania ; American Samoa ; American Virgin Islands ; Angola ; Anguilla ; Azerbaijan ; Bahamas ; Barbados ; Bosnia and Herzegovina ; Botswana ; British Virgin Islands ; Burkina Faso ; Burundi ; Cambodia ; Cameroon ; Cayman Islands ; Chad ; China ; Congo ; Congo (Democratic Republic) ; Cuba ; Eritrea ; Fiji ; Ghana ; Guam ; Guinea ; Guinea-Bissau ; Haiti ; Iraq ; Iran ; Jamaica ; Lao People’s Democratic ; Liberia ; Libya ; Madagascar ; Mauritius ; Mozambique ; Myanmar ; Nicaragua ; North Korea ; Pakistan ; Palau ; Panama ; Philippines Republic ; Samoa ; Senegal ; Seychelles ; Somalia ; South Sudan ; Sri Lanka ; Sudan ; Syria ; Syrian Arab 12 Republic ; Tajikistan ; Trinidad and Tobago ; Turkmenistan ; Uganda ; United States ; Uzbekistan ; Vanuatu ; Venezuela ; Virgin Islands (U.S.) ; Yemen ; Zimbabwe

5. Consent and withdrawal

Consent. Purchaser gives his/her consent to perform an Operation by checking the box, certifying that the information he/she provided is up-to-date and that Purchaser has read and understood these Terms (the ” Consent“).

The Operation is authorized once he/she has given his/her Consent in the forms set forth above. However, the Operation will only be carried out once he/she has made a transfer from his/her personal bank account or cryptocurrency wallet, as set forth in Article 7.

Withdrawal right. When carrying out an Operation, Purchaser expressly waives his right of withdrawal. The right of withdrawal cannot be invoked for contracts for the supply of goods or services whose price is subject to financial market variations beyond the control of the supplier and which are likely to occur within the withdrawal period. Consequently, once the transfer of funds (Fiat or cryptos) has been made, the Operation will be irrevocable.

6. Delivery

Company shall deliver the ForkChain Tokens - FORK by itself to the public address provided by Purchaser. The FORKs sold during the presale will be first issued in the beginning of 2022. The release for the presale investors will be progressive throughout the year. They will be vested for 12 months. The exact numbers about the progressive release will be revealed in the weeks to come.

7. Financial conditions

Price. The price of $FORKs will be displayed on the Website before any transaction and may change at Company’s discretion.

The prices of $FORKs will be :

– 0,004€/token during Presale
– 0,012€/token during the first rounds of the ICO
– 0,016€/token during the last rounds of the ICO

Purchaser shall bear the network fees (or transaction fees).

Retention of title. Company keeps ownership of $FORKs until full payment by Purchaser. If the price is unpaid on the agreed due date, Company may take back all or part of the FORKs. It is expressly agreed that any deposits might be retained as an indemnification.

8. Risk factors

$FORKs do not constitute financial instruments and do not confer any rights other than those described in these Terms. In addition, the regulatory framework applicable to the offer and the FORKs as well as the tax regime applicable to the holding of the FORKs are not currently defined in certain jurisdictions.

Economical risks. You are aware that the Crypto-currencies operate in a network without intermediaries and do not benefit from legal tender, unlike currencies issued by central banks. They are digital assets whose value is not guaranteed and depend on unregulated markets (fraudulent acts may occur under traditional financial regulation).

Then, You acknowledge to be aware of the following economical risks :

– Loss. If the Service is finally not developed or cannot function permanently, the ForkChain Tokens - FORK will not be refunded. The owners of ForkChain Tokens - FORK acknowledge that this is a significant risk that they accept; Insofar as it is not certain that there will be interested in the Token Sale, in whole or in part, or even in the Services related to the Token Sale, Purchaser are warned that the offer and the exchange value of the ForkChain Tokens - FORK in domestic and / or foreign currency is not guaranteed and is likely to fluctuate upwards or downwards and may even lose all value. Purchasers should not purchase ForkChain Tokens - FORK if they are unable to bear the consequences of such a loss; There is no guarantee that Purchaser will be able to resell his or her ForkChain Tokens - FORK or that they will enable him or her to obtain products or services other than those covered by the Token Sale

Valuation. The exchange value of the ForkChain Tokens - FORK for Currencies or Crypto-currencies is correlated to the liquidity on crypto asset trading platforms

Absence of a secondary market. There is no guarantee of ForkChain Tokens - FORK liquidity as well as the existence of a secondary market. As a result, Purchasers may not be able to sell their ForkChain Tokens - FORK easily or at prices that would provide them with a valuation gain comparable to similar investments benefiting from a developed secondary market

- Market volatility. There is a high probability of market volatility resulting from both intrinsic and external factors in ForkChain Tokens - FORK. Thus, it is likely that the market value of ForkChain Tokens - FORK is highly correlated with the value of the main Crypto-currencies. Also, in the event of volatility, the market value of ForkChain Tokens - FORK could be lower than the value of the Service to which they give access or the purchase price, discounted or not, of the ForkChain Tokens - FORK. Consequently, You are exposed to high risks of Loss in the event of a drop of Crypto-currencies’ value, since the authorities or Company will not be able to compensate you or guarantee a minimum amount

Technological risks. You are aware that Cryptocurrencies are based on Blockchain. Then, You acknowledge to be aware of the following technological risks

– Errors or security flaws allowing hacking or theft of data from the transmitter or the ForkChain Tokens - FORK issuing platform
– Loss or theft of Purchaser’s private keyholder
– Device for safeguarding digital assets
– Protocol failure on which the ForkChain Tokens - FORK are issued and the platforms on which the ForkChain Tokens - FORK can be exchanged. There may be a risk of malfunctioning inherent in any computer program, and a failure is always possible despite controls carried out.

Operational risks. You acknowledge to be aware of the following operational risks :

– Failure in the launch or the technical and operational development of the Token Sale
– Substantial modifications to the Token Sale and the rights attached to it
– Requalification of the scope of the offer from the point of view of consumer rights. If jurisdiction were to consider that another title of consumer law is not a situation of offering digital content not provided as material support but rather a financial service, the clause of renunciation of the right of withdrawal, as provided under the Token Sale may not meet the legal requirements
– Lack of visibility on the regulations applicable to the token offer in all jurisdictions in which the ForkChain Tokens - FORK are issued, as well as the applicable taxation. Therefore, You warrant that You exercise the utmost vigilance before considering investing part of Your savings through the Company.

9. Company's obligation

Company warrants that Purchaser has full ownership of ForkChain Tokens - FORK acquired and remains responsible for these tokens until they have been sent to Purchaser’s public address.

Company undertakes to implement all the necessary means to ensure the best delivery of ForkChain Tokens - FORK. However, the Company can only be bound by an obligation of best endeavour for the delivery of ForkChain Tokens - FORK sale.

10. Liability of company

Limitation of liability. Company undertakes to perform its obligations with the care customary in its profession and comply with the rules of the art in force, is only bound by an obligation of means. Thus, Purchaser can only engage Company’s liability under the proof of intentional and wrongful behaviour regarding its responsibilities and exclusively if this behaviour has caused it effective, personal and direct damage.

To the extent permitted by law, Company’s liability to a Purchaser under any or all provisions of these Terms shall be limited to the amount paid by Purchaser for the purchase of ForkChain Tokens - FORK during the Token Sale.

Exclusions of liability — In particular, Company shall not be held liable for any claims :

– resulting from the loss, loss of confidentiality or theft of Purchaser’s Account connection information (including his/her password), or the theft of identity or the loss of Account which results therefrom
– resulting from the theft or loss by Purchaser of the private key(s) required to access their wallet (external) storing Crypto-currencies
– resulting from fraudulent use by Purchaser of his/her ForkChain Tokens - FORK
– resulting from administrative, fiscal and social procedures in force and mandatory in the country of Purchaser
– occurred or aggravated due to the action, intervention or omission of Purchaser
– resulting from the communication of incomplete or erroneous information by Purchaser related to the Company’s AML/FT requirements
– resulting from the unavailability of reasonable non-cooperation of Purchaser with the recovery efforts undertaken by Company
– indirect, special, exemplary, punitive, consequential or related damage, including loss of profits, reputation or data, in any way related to the use or inability to use, purchase or lack of opportunity to purchase ForkChain Tokens - FORK, or arising out of or in connection with any provision under these Terms
– resulting from a refusal of a bank transfer
– the amount an error of Purchaser in the amount of money and the corresponding amount of Crypto-currencies transferred by Purchaser’s bank account to Company, for any reason whatsoever
– resulting from a malfunction between Company’s blockchain address and Purchaser’s blockchain address, not caused by Company
– resulting from the requirements and risks inherent to the protocol (in particular volatility of Crypto-currencies prices, Operations costs, etc.)
– resulting from the blockchain technology
– resulting from a bug, computer virus, accidental or intentional malfunction (cyberattack) of the software used
– resulting from any issues linked to Company delivered by our partners, including but not limited to: Synapse, Tallium…
– data losses of Purchasers not being imputable to it
– resulting from a delay in delivery due to a cause beyond Company’s control (i.e., network congestion)
– resulting from external factors impacting Company or the Token Sale, initiated by a malicious or non-malicious third party such as a theft, alteration, destruction or unauthorized access to Company
– resulting from non-compliance with the country’s legislation, in which ForkChain Tokens - FORK are acquired unless in the British Virgin Islands.

Force Majeure Event — Company shall not be liable for its failure to perform any of its obligations to Purchaser hereunder, during any period in which such performance is delayed by circumstances beyond its reasonable control including but not limited to fire, flood or any other natural disasters, epidemics, war, embargo, strike, riot, Elon’s tweet, inability to secure materials, the blocking or interruption of telecommunications networks, the absence or suspension of electricity supply by the supplier, regulatory changes affecting the activity of Mining or the management of digital assets, anomalies that may affect the markets for digital assets (exceptional fluctuations, suspicion of price manipulation, technological or protocol advances, etc.), the intervention of any governmental authorities or any other events preventing the normal execution of the Token Sale (hereinafter a “Force Majeure Event”). If a Force 23 Majeure Event occurs, the Company shall notify Purchaser as soon as possible of such an event preventing the Token Sale’s normal execution.

11. Purchaser's obligations

Accurate blockchain public address. Purchaser declares that the blockchain public address he provided is accurate and acknowledges that Company’s obligations will be fully satisfied once the ForkChain Tokens - FORK have been paid to such public address. Purchaser acknowledges that it is solely responsible for the provision, accuracy and security of such address.

Transfer of risk. Notwithstanding the delayed transfer of ownership until full payment has been received, Purchaser assumes the risks associated with the holding or use of the ForkChain Tokens - FORK upon delivery. Moreover, Purchaser shall not resell all or part of the ForkChain Tokens - FORK until then.

Purchaser guarantees Company :

– to use ForkChain Tokens - FORK only following these Terms, without derogating from them
– that his wallet is under his/her sole control and that Company does not, in any manner whatsoever, have access or monitor the Cryptocurrencies it contains
– against any event, preventing the use of its private key and giving access to its own wallet
– against any errors in the amount of money sent to Company from Purchaser’s bank account
– against any breaches, exceeding the foreseeable risk, that could result from the use of Company by a Purchaser
– against fraudulent, unfair or bad faith use of Company, especially if this interferes with the use of Company by other Purchasers

Company reserves the right to suspend or delete a Purchaser’s Account in violation of these Terms, without prior notice or compensation.

12. Intellectual Property

Parties undertake, throughout these Terms and without any time limit after the expiry of such Terms, for any reason whatsoever, to maintain the utmost confidentiality, by refraining from disclosing, directly or indirectly, any information, knowledge or know-how whatsoever concerning their co-contracting Party and their operating methods, to which they could have had access in the course of the performance of these Terms unless such information, knowledge or know-how has fallen into the public domain or its disclosure is made necessary under a special regulation or an administrative or judicial injunction.

All intellectual property rights on the Website content, excluding Purchasers generated content, are Company’s property. They are provided free of charge within the exclusive framework of the use of Company. Therefore, any use, total or partial, of these contents without Company’s prior permission is unlawful.

Company is Company’s database producer. Any unauthorized extraction or reproduction from the Company’s database is prohibited.

13. Hyperlinks

The Website may contain hyperlinks or content from Third-Party Services. Such Third-Party Services may be subject to different terms and conditions and privacy practices.

Company shall not be liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services.

Hyperlinks to such Third-Party Services are not an endorsement by the Website of such Third-Party Services. In this respect, please note that the Company has no control over and does not monitor the content published by these third parties. Consequently, the Company shall not be held liable for any contents published by any third party whatsoever.

Hyperlinks redirecting to the Website are only authorized subject to Company’s prior written consent.

14. Personal Data

Company does not ask you to provide any personal information unless Company needs it. Thus, the Company needs to process information to identify You either directly or indirectly for various purposes, each provided for in our Privacy Policy available on our Website.

15. Non-waiver

Failure by Company at any time to require the other Party to perform any of its obligations under these Terms will not affect the right of Company to request their execution thereafter.

The nullity of any clauses of these Terms does not affect the validity and the obligation to respect the other clauses.

16. Completeness

These Terms replace and cancel any previous oral or written commitments relating to the subject of these Terms.

17. Severability

Each provision of these Terms is severable and distinct from the others. If a provision is or becomes illegal, invalid or unenforceable to any extent, it must be severed from the remainder of the contract.

This does not affect the legality, validity, or enforceability of any other provisions of these Terms, which continue in full force and effect. The illegal, invalid or unenforceable provision must be replaced by a legal, valid and enforceable substitute provision which corresponds as closely as possible with the actual intent of the Company or Purchaser under the illegal, invalid or unenforceable provision.

These Terms must be interpreted as if they had contained the substitute provision from its entry into force.

18. Complaints and support

Complaints and support Company has established and maintains an effective procedure for the reasonable and prompt handling of Your complaints and questions linked to Company. Any complaints or questions can be sent to the Company at the following email address contact@forkchainproject.io.

Company shall acknowledge receipt of the complaint within a maximum of fifteen (15) working days from the receipt of Your complaint. Unless duly justified circumstances require otherwise, You will be provided with a response within two (2) months of receipt of Your complaint.

19. Juridiction and applicable laws

19.1 Applicable law
These Terms are governed by British Virgin Islands law.

19.2 Disputes
In the event of a dispute, the Purchaser is invited to make a complaint in accordance with Article 19 above. No action may be brought against the Company without prior formal notice by registered letter with return receipt requested. Purchaser is informed that he or she may seek conventional mediation in any event, or to any alternative dispute resolution method.

19.3 Jurisdiction
Unless otherwise provided by law, any claims or disputes resulting from or arising out of Your use of Company shall be submitted to the exclusive jurisdiction of the British Virgin Island Court of Appeal.