GLOBAL TERMS OF USE

 

The Global Terms of Use are composed of three separate set of terms and conditions:

 

PLATFORM TERMS

5th April 2022

Preamble

 

In certain geographical areas, Socios Services Limited (C91496) (“Socios” or “We”, “Us” or “Our”) make the Socios.com App available to you (“User”, “You”, “Your”). Although the Socios.com App is intended to be available to a large number of Users across various jurisdictions, We reserve the right to block the access and the use of the Socios.com App to any Prohibited Users, Users in blocked jurisdictions or to any other Users as we deem fit to ensure the integrity of the Platform and to comply with applicable laws and regulations. If You are within the geographical areas We cover, the program may be displayed to you and You may access and use the the Socios.com App and the Features thereon in accordance with the following Terms of Use for the Socios.com App (“Terms”). These Terms which may be amended from time to time, are intended and govern solely the conditions under which you are able to access and use the Socios.com App and the Features thereon. If You currently reside in or shall come to reside in the United States of America (“US User”) then You may not access and use this Socios.com App and these Terms shall not apply to You, but You may use the US Platform (as defined hereunder) instead. Please read these Terms carefully before you use any of the services described herein. By clicking the ‘Accept’ button, you agree to be bound by these Terms and all other terms that are incorporated by reference.

 

1. CLARIFICATION OF CONTRACTUAL RELATIONSHIPS

 

Socios Services Limited, a private company limited incorporated in Malta with company registration number C91496 (“Operator”) operates the digital fan engagement platform ‘Socios.com’ (“Platform”), excluding the US Platform (as defined hereunder) which is operated by Socios Services US Inc. Through the Platform a User can access (i) the purchase and exchange of Fan Tokens and their custody by the Provider as per the Tokens Terms (as defined hereunder) (ii) the Chiliz wallet service by the Custodian as per the Chiliz Wallet Terms (as defined hereunder) and (iii) other Features and functionalities on the Platform which are offered directly by the Operator as per these Terms.

By accepting these Terms and using the Platform, the User understands and acknowledges that these Terms are binding between the User and the Operator only and that the Provider and Custodian are not parties to these Terms.

2. WHAT DO THESE TERMS COVER?

 

These Terms cover the following products and services (“Services”) accessed and/or used by the user (“You”), (“Your”), (“User”), which are operated by or otherwise made available by Socios Services Limited (C91496) (“Socios” or “We”, “Us” or “Our”):

(i) All apps published by Socios, including but not limited to the Socios App, whether for tablets, mobile devices, smart TVs or other platforms, including web app (“Apps”), unless otherwise indicated in the app;

(ii) Socios Platform;

(iii) The Features (as defined hereinafter);

(iv) The website www.socios.com and/or any sub-website and/or associated domains (and/or sub-domains) of https://www.socios.com (“Site”) and expressly excluding www.Chiliz.net;

(vii) All email newsletters published or distributed by Socios;

(viii) The purchase of Chiliz ($CHZ) Tokens

(ix) All other services and communications provided by Socios;

When using some features on the Services, You may be subject to specific additional terms and conditions applicable to those features.

 

3. DEFINITIONS

 

3.1. Affiliate – refers to any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, Socios Services Limited,

3.2. $CHZ or Chiliz Tokens –A utility cryptographic decentralized token issued by Our Affiliate based on the Ethereum protocol (ERC20 token) or any other protocol as may be determined by us, or any other protocol as may be determined by Us, being the token which can be used to acquire Fan Tokens. The terms ‘$CHZ’ and ‘Chiliz Tokens’ are used interchangeably.

3.3. Chiliz.net – A trading platform operated by Entertainment Trading Technologies Limited, an Affiliate of Socios which allows registered Users to trade Chiliz ($CHZ), Fan Tokens and other selected cryptocurrencies and is accessible from https://www.chiliz.net. Chiliz.net is subject to separate terms and conditions.

3.4. Collectible Token– a limited-edition distributed ledger technology token that displays an artwork (in any form or media, including, without limitation, video or photographs) created in cooperation between STAG and its Partners (the “Artwork”) which incorporates Socios/ Chiliz intellectual property rights as well as Third Party Rights.

3.5. Collectible Token Issuer – refers to Socios Technologies AG, duly registered under the laws of Switzerland bearing company registration number CHE-219.335.797 (“STAG”, or the “Provider”), being the entity responsible for writing the code of the smart contracts and deploying the smart contracts for the purpose of issuing the Collectible Tokens.

3.6. Chat Room – shall have the meaning set forth in Section 16.

3.7. Chiliz Token Purchase – shall have the meaning set forth in Section 8.1.

3.8. Dispute – means any dispute between Us and the User arising out of or in relation to these Terms and the Services provided by Us to the User(s).

3.9. Excluded Jurisdiction – means (i) residents of the Republic of Malta or (ii) any  country or jurisdiction (a) which prohibits the purchase of any virtual currency, participation in Token Sales, or other similar activities, or (b) where it is likely that the sale of $CHZ and/or Fan Tokens would be construed as the sale of a security or investment product or (c) with strategic anti money laundering / counter financing of terrorism deficiencies most recently identified by, amongst others, the Financial Action Task Force, OFAC, Transparency International – Corruption Index and other competent organisations.

3.10. Fan Rewards – shall have the meaning set forth in Section 11.10.4.

3.11. Fan Tokens – a utility token, issued by STAG in collaboration with its Partners or other licensed third parties, to be used on the Socios Platform. Every Fan Token is specific to a particular football club / team / influencer or league (“Partner”) and is to be used as voting power in Features official polls.

3.12. Fan Token Issuer –  refers to STAG, being the entity responsible for writing the code of the smart contracts and deploying the smart contracts for the purpose of issuing the Fan Tokens, which is a service made available on the Platform

3.13. Features – refer to those functionalities and features made available by Socios on the Platform enabling Users to engage in various in-app activities for fan engagement purposes as described in Section 11 hereunder.

3.14. FIAT – Those currencies or monies that are declared as legal tender by order of a government. Such currencies and monies include, but are not limited to, US Dollar ($USD), Euro (€), pound sterling (£), etc.

3.15. Financial Action Task Force (FATF) –  this is an intergovernmental organization whose objectives are to set standards and promote effective implementation of legal, regulatory and operational measures for combating money laundering, terrorist financing and other related threats to the integrity of the international financial system.  The FATF is therefore a policy-making body which works to generate the necessary political will to bring about national legislative and regulatory reforms in these areas.

3.16. Indemnified Persons – means Socios and its subsidiaries, related companies, Affiliates, directors, officers, employees, agents, service providers, successor, and permitted assignees.

3.17. Leaderboard – shall have the meaning set forth in Section 11.10.2.

3.18. Match Points – shall have the meaning set forth in Section 11.10.3.

3.19. Other Goods – If and when available, Socios may give Users the opportunity to win and gain access to merchandise or other goods through the Socios App.

3.20. Payable Tax – shall have the meaning set forth in Section 28.3.

3.21. Partner – any third-party entity or individual with whom Socios or any of its Affiliates has a partnership agreement regulating its relationship and which is subsequently on boarded onto the Platform.

3.22. Platform – a digital platform developed and managed by Socios, operating on the basis of blockchain technology and smart contracts for the purpose of offering a tokenized voting platform where fans can execute voting rights in their favorite Partners and benefit from extra VIP benefits through Fan Tokens as well as other services and Features through its Affiliates as explained herein.

3.23. Polls –  the survey polls that are launched on the Socios App by Socios on behalf of its Partners where Fan Token holders can execute the voting rights attached to the Fan Tokens.

3.24. Predictor – shall have the meaning set forth in Section 11.10.3.

3.25. Prize – shall have the meaning set forth in Section 11.

3.26. Privacy Policy – refers to the privacy policy applying among others to the Apps and the Website and available HERE.

3.27. Promotion– shall have the meaning set forth in Section 12.

3.28. Promotional Terms – shall have the meaning set forth in Section 12.

3.29. Prohibited User – (i) a natural person wishing to become a User and being a citizen, national, resident or having a similar connecting factor to; or (ii) a juridical person wishing to become a User and being incorporated, registered or effectively managed and controlled from or in: (a) a country, jurisdiction or territory where the holding and use of Tokens and/or virtual currencies or other tokens at any other moment in time is prohibited by laws, regulations or other practices and policies in the said country, jurisdiction or territory where the aforementioned are prohibited or (b) a country, jurisdiction or territory that is included in any international, regional or other sanction list or measures. This shall include (i) any person subject to any sanctions administered or enforced by any country or government or international authority and (ii) any person representing or acting on behalf of such restricted prohibited User/s in any manner or capacity whether openly or covertly.

3.30. Provider – shall refer to the Socios Entertainment OÜ, a private company limited by shares incorporated in Estonia with company registry code 14618146.

3.31. Purchase Price – shall have the meaning set forth in Section 8.2.

3.32. Rewards – shall have the meaning set forth in Section 11.

3.33. Services – means the different services offered by Socios and its Affiliates on the Platform, which includes the sale and exchange of Fan Tokens, wallet services for the storage of Chiliz Tokens, Fan Tokens and Collectible Tokens and any other services made available on the Platform.

3.34. Socios – shall refer to the Operator as laid down hereinabove in the preamble.

3.35. Socios Account – shall have the meaning set forth in Section 6.1.

3.36. Socios App – the mobile first application developed and operated by Socios which predominantly hosts the Platform and Socios Wallets of Users.

3.37. Socios Wallet – a virtual wallet bearing a unique blockchain address associated to a User which is hosted exclusively on the Socios Platform and is automatically allocated to Users that create an account on the Platform. The Socios Wallet collectively refers to two different digital wallets – (i) Fan Token and Collectible Token Wallet that is made available by STAG and subject to the Tokens Terms and (ii) Chiliz Wallet which is made available by Socios Entertainment OÜ, an entity bearing registration number 14618146, registered and regulated in Estonia under licence number FVT000073 (the “Custodian”) and subject to the Chiliz Wallet Terms. 

3.38. Socios United Fan Token or SSU Tokens – shall refer to a non-tradeable digital utility token issued and stored by STAG as set forth within the separate Token Terms. Users can gather and use SSU Tokens to enhance User’s engagement on the Socios.com Platform according to these Terms.

3.39. Support Services – shall have the meaning set forth in Section 8.6.

3.40. Supported Tokens – shall have the meaning set forth in Section 7.

3.41. Third Party Rights  – shall mean patent rights, image rights, copyrights, trade secrets, trademarks, know-how, logo, design or any other intellectual property rights recognized in any country or jurisdiction in the world and owned by respective Partner, any league, the image rights of players or any artistic rights retained by artists.

3.42. Third Party Terms – shall have the meaning set forth in Section 11.3.

3.43. Tokens – collectively refers to the Fan Tokens, Collectible Tokens and Chiliz unless specified otherwise in these Terms.

3.44. Token Hunt – shall have the meaning set forth in Section 11.10.1.

3.45. Token Terms – refers to the separate terms and conditions governing the purchase, trade and custody of Fan Token and Collectible Tokens on the Socios App. Those terms and conditions are available HERE.

3.46. US Platform – refers to the Socios.com-branded cross-devices platform (application, web-application etc.) operated by Socios Services US and subject to separate terms and conditions available HERE ; which provides United States residents with a blockchain-based interface to interact and engage with and obtain benefit from sport clubs, teams and/or leagues.

3.47. User Generated Content or UGC – refers to any content such as text, videos, images, voice recording, reviews which is created by Users.

3.48. Value Added Taxes or VAT – shall have the meaning set forth in Section 28.3.

3.49. Chiliz Wallet Terms – refers to the separate terms and conditions governing the provision of custodianship services provided by Socios Entertainment OÜ, a private company limited by shares incorporated in Estonia with company registry code 14618146 (“Socios OÜ”) to the User on their Socios Account to hold the Chiliz Token. Those terms and conditions are separate from the Terms and are available HERE.

3.50. Website – means the website of the Socios found HERE or any other site as may be designated by Socios.

3.51. In these Terms, a reference to:

 

4. BEWARE: TERMS OF THIRD PARTY MARKETPLACE ALSO APPLY

 

The ways in which You can use the App may also be controlled by third party’s terms and policies when You download the App from the relevant app store (for example, the Apple App Store and/or Google Play Store).

 

5. YOUR LIMITED LICENSE TO USE OF THE APP

 

Subject to Your compliance with these Terms, Socios grants You a revocable limited, non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the App on a mobile device and to run such copy of the Apps solely for Your own personal non-commercial purposes. Except as expressly permitted in these Terms or under applicable law, You may not: (a) copy, modify, or create derivative works based on the Apps;

(b) distribute, transfer, sublicense, lease, lend, or rent the Apps to any third party;

(c) reverse engineer, decompile, or disassemble the Apps; or

(d) make the functionality of the Apps available to multiple users through any means. Socios reserves all rights in and to the Apps not expressly granted to You under these Terms.

 

6. SOCIOS ACCOUNT REGISTRATION AND REQUIREMENTS

Users must register and open an account with Socios before accessing and using any of the Services available on the App and Platform.

 

6.1. SOCIOS ACCOUNT REGISTRATION

 

A User can only access the Platform and Features if the User has created a user account on the Platform (“Socios Account”). All actions that are taken by the User on the Platform or the Socios Account are subject to the terms and conditions laid down hereinafter. Upon registration, You must provide your username, email address and mobile number, and accept these Terms, the Privacy Policy, and other rules as may be applicable. Socios may refuse, in its discretion, to open a Socios Account for You. You agree to provide complete and accurate information when opening a Socios Account and agree to timely update any information You provide to Socios to maintain the integrity and accuracy of the information. Each Socios Account is uniquely tied to the identity of the individual that successfully opens a Socios Account. Each individual may not hold more than one Socios Account. Also, Users may not hold or use Socios Accounts for and on behalf of other Users or individuals. The username chosen by the User shall be publicly displayed for the Leaderboard and other Features on the Socios App and it is advisable that such username does not contain or consist of the User’s personally identifiable information. The registered username can be changed, updated or amended by the User at any point in time.

6.2. ELIGIBILITY

 

By registering to create a Socios Account, You represent and warrant that (i) as an individual, You are eighteen (18) years old or older if the legal age to form a binding contract differs under applicable laws; (ii) as an individual, You have full legal capacity and sufficient authorizations to enter into these Terms; (iii) You have not been previously suspended or prohibited from using Socios Services; (iv) You do not currently have another Socios Account; (v) Your use of Socios Services will not violate any and all laws and regulations applicable to You, including but not limited to laws and regulations on anti-money laundering, anti-corruption, sanctions law and counter-terrorist financing and (vi) does not reside in any blocked jurisdiction as may be amended by Us from time to time.

 

6.3. USER IDENTITY VERIFICATION

 

Your registration of a Socios Account will be deemed Your agreement to provide required personal information for identity verification. Such information will be used to verify Users’ identity, identify traces of money laundering, terrorist financing, fraud and other financial crimes through the App and/or Platform, or for other lawful purposes stated by Socios. We will collect, use and share such information in accordance with our Privacy Policy, particularly with our Affiliates that provide services through the Platform. In addition to providing such information, You agree to allow us to keep a record of that information during the period for which Your account is active and for a defined period after Your account is closed in compliance with the applicable data protection laws and other regulations.

 

You also authorize Us to conduct necessary investigations directly or through a third party to verify Your identity or protect You and/or Us from financial crimes, such as fraud. The information We require to verify Your identity may include, but is not limited to, Your name, email address, contact information, phone number, government-issued ID, date of birth, proof of address, source of wealth and income and other information collected during account registration which depends on the amounts spent or deposited on the Platform. When providing the required information, You confirm it is true and accurate.

 

AFTER REGISTRATION, YOU MUST ENSURE THAT THE INFORMATION IS TRUE, COMPLETE, AND TIMELY UPDATED WHEN CHANGED. IF THERE ARE ANY GROUNDS FOR BELIEVING THAT ANY OF THE INFORMATION YOU PROVIDED IS INCORRECT, FALSE, OUTDATED OR INCOMPLETE, SOCIOS RESERVES THE RIGHT TO SEND YOU A NOTICE TO DEMAND CORRECTION, DIRECTLY DELETE THE RELEVANT INFORMATION, AND, AS THE CASE MAY BE, TERMINATE ALL OR PART OF THE SERVICES WE PROVIDE FOR YOU. IF WE ARE UNABLE TO REACH YOU WITH THE CONTACT INFORMATION YOU PROVIDED, YOU SHALL BE FULLY LIABLE FOR ANY LOSS OR EXPENSE CAUSED TO SOCIOS DURING YOUR USE OF OUR SERVICES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE THE OBLIGATION TO UPDATE ALL THE INFORMATION IF THERE IS ANY CHANGE.

 

BY REGISTERING AN ACCOUNT, YOU HEREBY AUTHORIZE SOCIOS TO CONDUCT INVESTIGATIONS THAT SOCIOS CONSIDERS NECESSARY, EITHER DIRECTLY OR THROUGH A THIRD PARTY, TO VERIFY YOUR IDENTITY OR PROTECT YOU, OTHER USERS AND/OR SOCIOS FROM FRAUD OR OTHER FINANCIAL CRIMES, AND TO TAKE NECESSARY ACTIONS BASED ON THE RESULTS OF SUCH INVESTIGATIONS. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOUR PERSONAL INFORMATION MAY BE DISCLOSED TO CREDIT BUREAUS AND AGENCIES FOR FRAUD PREVENTION OR FINANCIAL CRIME PREVENTION, WHICH MAY RESPOND TO OUR INVESTIGATIONS IN FULL.

 

We do not allow the registration or provide any services to Prohibited Users. Your failure to indicate that You are or are or have become a Prohibited User, US User and/or are residing in a blocked Jurisdictions or shall constitute a breach of these Terms.

 

7. WHICH CRYPTOGRAPHIC TOKENS CAN BE USED ON THE SOCIOS APP?

 

Fan Tokens, Collectible Tokens, SSU Tokens, Chiliz Tokens ($CHZ) and Competition Fan Tokens (“Supported Tokens”) and no other cryptographic assets can be used on the Socios App, while being stored on the respective wallets. You may use the Socios App as an interface to access Supported Tokens through the respective wallets.

 

Fan Tokens can be used on the Socios App and their trade, functionality, storage and custody is set forth within the Token Terms.

 

Collectible Tokens may be available to You on the Socios App from time to time in accordance to Your use of certain Features as provided in these Terms. The issuance, the storage and the custody of Collectible Tokens is carried out by STAG as provided under the Token Terms.

 

SSU Tokens can be used on the Socios App and in certain Features and their acquisition and use is set forth within these Terms. The issuance, storage and custody of SSU Tokens is carried out by STAG as provided under the Token Terms.

Chiliz Token ($CHZ) Token are supported on the Socios App and this token is governed by a third party terms and conditions -available HERE. The storage and the custody of the Chiliz Token is carried out by Socios OÜ and subject to the Chiliz Wallet Terms.

Competition Fan Tokens can be used on the Socios App and in certain Features and their acquisition and use is set forth within these Terms. The issuance, storage and custody of Add-On Tokens is carried out by STAG as provided under the Token Terms.

 

8. CHILIZ TOKEN ($CHZ) PURCHASE SERVICES

 

8.1. PURCHASE OF CHILIZ TOKENS

 

Users can buy Chiliz Tokens ($CHZ) sold by the Operator on the Platform (“Chiliz Token Purchase”). If a User makes a Chiliz Token Purchase, the Chiliz Token bought by the User are automatically added to the Chiliz Account within the Socios Wallet of the User. By accepting these Terms, the User acknowledges that the value of Chiliz Token (if any) may fluctuate significantly over a short period of time depending on external market forces. Any Chiliz Tokens purchased shall be stored in the Chiliz Wallet subject to the separate Chiliz Wallet Terms. Chiliz ($CHZ) Tokens are offered for exchanging, buying and selling by third parties such as Chiliz.net or additional cryptocurrency exchanges, where separate terms and conditions apply. You can exchange Chiliz ($CHZ) against Fan Tokens on the App in accordance with the Token Terms.

 

8.2. PAYMENT METHODS

 

To make a Chiliz Token Purchase, the User can use any of the means of payments that are made available to the User on the Platform. By selecting a payment method that is offered by a third-party payment provider, the User agrees to the terms of use of that payment provider and accepts any Fees that apply to the transactions. Any Fees will be added to the purchase price paid by the User (“Purchase Price”).

 

8.3. NO REFUNDS

 

The User understands and acknowledges that Chiliz Token Purchases cannot be canceled after submission and that all payments (including Fees) are final and non-refundable. The User does not have the right to request a refund for any reason once the transaction is completed.

 

8.4. PURCHASE ATTEMPTS IN VIOLATION OF LAW

 

If Socios determines that the User has attempted to make a Chiliz Token Purchase in violation of these Terms or any applicable laws and regulations, such attempted purchase shall be regarded as invalid and/or void ab initio. The Operator shall not be obliged to deliver any Chiliz Token to the User and shall have no obligation to the User in any form or manner whatsoever in respect of such attempted purchase.

The User hereby waives all rights, claims and/or causes of action (present or future) under any law (including any tortious claims) or contract against Socios or any of its Affiliates in connection with or arising from such attempted purchase and shall further hold Socios harmless from and against any and all losses, damages, taxes, liabilities, and expenses that may be incurred by the User in connection with or arising from such attempted purchase. IT IS THE SOLE RESPONSIBILITY OF THE USER TO ENSURE THAT THE ATTEMPTED PURCHASE OF THE USER IS NOT IN VIOLATION OF THESE TERMS, THE CHILIZ WALLET TERMS, ANY APPLICABLE LAWS, REGULATIONS OR RULES.

 

8.5. LOCKUP PERIOD

 

Chiliz Tokens purchased from the Socios Platform may be locked for a specific period of time as may be determined at Our sole discretion. During such a locked period, You shall not be able to transfer out Chiliz Tokens from the Socios Wallet to any other digital wallet however You may utilize the Chiliz Tokens to purchase Fan Tokens in accordance with the Token Terms.

 

8.6. SUPPORT SERVICES

 

The Operator may provide the User with support services that are required to access the Chiliz Wallet as provided in the CHILIZ Wallet Terms. All support services are provided on a best effort basis. The Provider does not guarantee that the support Services will be available to the User or that the issue of the User will be solved by the Provider.

 

8.7. CONDITIONS AND RESTRICTIONS

 

Socios may, at any time and in its sole discretion, refuse or interrupt any purchase request, order or other request relating to $CHZ, impose limits on the amounts of purchases that can be completed, on a daily or other periodic basis or otherwise, or impose any other conditions or restrictions upon Your participation on the Platform or Your use of the Services and Features, without prior notice. For example, Socios may: (a) limit the number of orders that You can place (b) restrict transaction requests from certain locations; or (c) restrict transactions if there is a reasonable suspicion of fraud, diminished capacity, inappropriate or illegal activity, including but not limited to market abuse, or if Socios has reasonable suspicion that Your ownership of some or all of the Chiliz Tokens is in dispute.

 

9. FEES

 

The User understands and acknowledges that the Provider charges a specific amount for some transactions as specified in these Terms and on the following Fees Information Page (“Fees”). The User agrees to pay the Provider the Fees. The Provider may, at its entire discretion, update the Fees at any time. These updated fees will apply to all transactions that occur following the effective date of the updated Fees. The User authorizes the Provider to deduct from the balance available on the Socios Account any applicable Fees due to the Provider pursuant to these Terms.

 

10.  SOCIOS UNITED FAN TOKEN

 

10.1. HOW TO COLLECT SSU TOKENS?

 

Users may neither purchase nor sell SSU Tokens on the Platform, Chiliz.net. Users can collect SSU Tokens by performing eligible tracked in-app actions on the Socios App related to their use and interaction with the Socios Platform and Features. Such actions may include: logging into the Socios App, holding and using Fan Tokens and other in-app Services and Features. The Operator may add, amend, discard actions that render Users eligible to obtain SSU Token at its sole discretion from time to time.

 

10.2. WHAT IS THE PURPOSE OF THE SSU TOKENS?

 

SSU Tokens are exclusively created to be used on the Socios App to reward active Users for their loyalty. There is no financial value directly attached to SSU Tokens. As a utility token, holders of SSU Tokens are able to vote on Polls launched by Socios dedicated to gauge User interest, influence activities and engage into Features. SSU Tokens are directly linked to loyalty mechanisms available on the Platform, enabling Users to redeem rewards against SSU Tokens or use SSU Tokens to participate in different Features.

 

11.  FEATURES

 

With Your Socios Account You may access certain interactive in-app content including but not restricted to the Token Hunt, Leaderboard and Predictor, Fan Rewards, Vault Feature (separately defined hereunder and together the “Features”). By using any of the Features on the Socios App You agree to the following specific terms and conditions applying to the Feature, which supplement, and precede any contradicting provision of the Terms.

The following conditions apply to all Features.

 

11.1. ELIGIBILITY

11.1.1. No Purchase

 

NO PURCHASE IS NECESSARY TO USE FEATURES.

 

11.1.2. Eligibility Criteria & Restrictions

 

Features are accessible to Users on the Socios App and may be subject to restriction according to Your nationality, place of residence or place of use of the Socios App.

Users are eligible to use any specific Feature provided that:

 

11.1.3. Free Access

 

If You do not own a Fan Token and want to participate in any Features that require a Fan Token, including but not limited to the Leaderboard, Predictor, and Fan Rewards features, you can either (a) purchase a Fan Token on the Socios App, or

(b) obtain a free non-transferable and non-tradable Fan Token, that is without value or other benefits of a purchased Fan Token, by following below steps:

Ensure you have verified your identity in the app, to ensure your identity and personal details are fully confirmed;

Write a letter including: 

Send or deliver the letter to Socios – Temporary Fan Token, 14 East, Level 7, Sliema Road, Gzira, GZR1639 Malta, Europe; and only one (1) Free, non-transferable and non-tradable Fan Token can be requested by any individual User. Please allow mail delivery and processing time from our receival of your letter and Socios will send one (1) redeemable voucher for a free, non-transferable and non-tradable Fan Token without value- by email. After one year, the voucher for the Non-Tradable Fan Token will expire and a new Fan token can be requested through a new application. If any of the instructions are not met, Socios will not be able to send a voucher for a Fan Token. No correspondence is possible with regards to this process or the outcome of the process.

 

11.2. NO WARRANTY ON FEATURE

 

We provide Features to You without any warranty or guarantees whatsoever, whether expressed or implied in particular that a specific Feature is free of errors, technical default, interruption, malware, viruses or tailored for the purpose You have intended and shall remain as is. Socios does not intend any Feature to be used as a medical or health device, or provide medical or health advice.

 

We may, at Our sole discretion modify the content (including but not limited to the Prize, Rewards and maximum number of Tokens that can be individually collected), functioning and the availability of any Features.

 

By using the Feature, it is understood that at no point can the User make a loss in any way, shape or form whatsoever. The foregoing is without prejudice to the occurrence of any other event outlined in Terms taking place which may result in the confiscation of Your Tokens.

 

11.3. DELIVERY OF PRIZES AND REWARDS

11.3.1. General

Prizes refers to Other Goods and/or other benefits that the Operator -alone or in cooperation with agents and/or third party Partners- may make available to You for Your successful participation when available on relevant Features in accordance with these Terms as laid down hereinunder.

Rewards refers to Other Goods and/or other benefits that the Operator -alone or in cooperation with agents and/or third party Partners- may make available to You upon Your request when available on relevant Features in accordance with these Terms as laid down hereinunder.

 

Prize and Reward can only be redeemed on the Socios App in accordance with these Terms and as communicated from Us to You from time to time via eg. the Socios App and Our Website. You may not access or redeem Rewards from any of our physical establishments anywhere in the world.

 

Prizes and Rewards shall be strictly limited to that described herein and/or communicated directly to You by Us. Prizes and Rewards are non-exchangeable, non-replaceable against another Prize or Reward, non-transferable and no cash alternative is offered. We may not provide You with a replacement Prize or Reward in the event that the Prize or Rewards has been lost, stolen or damaged or that any related event has been canceled.

 

Redemption of Prizes by Winners is strictly subject to, among other reasons:

 

Users who accept a Prize may be announced on the official social media channels of the Operator, or any social media channels of its Affiliates.

 

11.3.2. Delivery and Costs of Delivery

 

The Operator bears any reasonable cost incurred with the standard shipment of the Other Goods and products You won or redeemed with Features to the address You have indicated to Us. However, We do not bear costs of custom or any similar charges that might be imposed.

 

You understand, acknowledge, and accept that any ancillary expenses, including but not limited to, traveling and accommodation costs involved in the delivery of Prize or Rewards shall be borne by You. Prize and Rewards do not include any other costs or expenses which are not explicitly outlined herein or otherwise communicated to You. We shall not cover such additional costs if any.

 

You acknowledge that some of the Rewards and Prizes Rewards shall be delivered in collaboration with or directly by our Partners or third-party in accordance with their own terms and conditions (“Related Third Party Terms”). Should You accept a Reward or Prize which is subject to such Related Third Party Terms, You hereby acknowledge to the delivery or performance of the Reward or Prize is conditioned upon your acceptance of such third parties and/or the respective covid-related rules applicable in the stadium, arena or other physical place where the service or experience take place. We reserve the right to forfeit a Prize or a Reward and re-allocate those to any other Users, if in our sole discretion You are in breach of the Related Third-Party Terms. We do not assume responsibility and exclude any liability in the event that the delivery and/or performance of the Prize and Rewards is impossible due to your refusal of, or lack of compliance with Related Third-Party Terms .

 

Due to the ongoing Covid-19 pandemic, should the delivery of a Prize or Reward be reasonably difficult or impossible to deliver, then the Prize or Reward may not be delivered to You, in which eventuality Socios shall not be responsible for any expenses or damages whatsoever sustained by the User in connection with the Prize or Reward or non-delivery thereof.

11.3.3. Tokens as Prize and Rewards

Fan Tokens and/or Chiliz Tokens obtained while using any Features may only be traded, redeemed or sold on the marketplace provided by and made available on the Socios Platform, Chiliz.net or any other platforms as determined by Us.

Fan Tokens and/or Chiliz Tokens ($CHZ) obtained while using any Feature may be converted to Chiliz Tokens ($CHZ) at anytime but may not be transferred out from the User’s Socios Wallet on the Socios Platform for a period of ninety (90) days or any other period as may be determined by Socios.

While using Features, You may redeem or win Collectible Tokens which will then be airdropped in Your Socios Account on a date as determined at Our sole discretion. Your use of the Collectible Tokens shall be in line with the Token Terms.

11.4. PROTECTION OF PERSONAL DATA WHEN USING FEATURES

 

During Your usage of any Features, We may request to collect and process some of Your (personal) data in compliance with the applicable laws and regulations and in accordance with our Privacy Policy.

 

11.5. USER GUIDELINES AND RESTRICTIONS

 

The use of the Features shall be performed in accordance with the user guidelines available HERE.

 

11.6. CHEATING AND PROHIBITED BEHAVIORS ON FEATURES

 

Socios prohibits certain illicit and improper behaviors such as cheating by Users when using any of the Features and Services on the Platform. We constantly take steps to improve our anti-cheat measures. Cheating includes any action that attempts to or actually alters or interferes with the normal behavior or rules of a Service.

 

Cheating includes, but is not limited to, any of the following behavior, on Your own behalf or on behalf of others:

 

Apps may not work on devices that Socios detects or reasonably suspects to be cheating, and Socios will not provide support to players who attempt to cheat. You agree that Socios may deploy any lawful mechanisms to detect and respond to cheating, fraud, and other behavior prohibited under these Terms, including checking your device for the existence of exploits or hacking and/or unauthorized software. If any suspicion of cheating is detected, Socios reserves the right to take any action We deem fit, which may include but is not limited to restoring the score of the User on the related Socios Account as before cheating, suspending the Socios Account, terminating the Services in accordance with these Terms.

 

Unless otherwise provided, Prizes and Rewards are provided to You in person according to the identity associated to Your account. Hence, You may not use any Features to obtain for and transfer to and sell Prizes and Rewards to any third-party.

11.7. WHILE USING FEATURES, YOU COMMIT TO…

 

You represent and warrant that:

 

11.8. LIMITATION OF LIABILITY

 

IN ADDITION TO THE GENERAL LIMITATION OF LIABILITY APPLYING TO EACH AND EVERY SECTION OF THESE TERMS (SECTION 20), THE FOLLOWING LIMITATION OF LIABILITY APPLIES TO FEATURES.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER SOCIOS, NOR ANY SUBSIDIARY OR AFFILIATE THEREOF NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT (INCLUDING THE PARTNERS) WILL BE RESPONSIBLE OR HELD LIABLE TO YOU FOR:

○    Your wilful misconduct, and/or;

○    Your lack of compliance with laws and regulations applicable while going to or where the experience takes place (including but not limited to covid regulations and stadium rules), and/or with Third Party Terms.

 

BY ACCESSING AND USING ANY FEATURES, YOU HEREBY AGREE TO RELEASE AND HOLD HARMLESS THE OPERATOR, THE INDEMNIFIED PERSONS AND ITS AFFILIATES, OFFICERS, DIRECTORS, OWNERS, AGENTS, AND REPRESENTATIVES FROM ANY AND ALL LIABILITY, TO THE EXTENT PERMISSIBLE UNDER THE APPLICABLE LAW, FOR ANY LOSSES, COSTS, EXPENSES, DAMAGES, CLAIMS OR LIABILITIES WHATSOEVER, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHERWISE, ARISING IN RELATION TO YOUR USE OF THE FEATURE.

 

PARTICIPATION IS VOID WHERE PROHIBITED BY LAW. By accessing and using the Socios App, you agree that (1) it is your sole responsibility to determine whether participation in any Features is legal and compliant with all laws and regulations in the jurisdiction in which you reside, and (2) you will NOT access the Feature if they are prohibited by those applicable laws and regulations.

11.9. RESTRICTIONS

 

Socios reserves the right to refuse to award a Prize to anyone who in Socios’ sole opinion is in breach of these Terms or other applicable terms of use and/or any applicable law.

Socios reserves the right to take the measure we deem appropriate in the event e.g. that Your usage of any Features results in the breach of any Section of the Terms or any applicable laws or causes a damage. Such measures taken at Our own discretion may include but are not limited to: Your suspension from the respective Feature, from Your Socios Account or deletion of Your Socios Account. We may inform you accordingly.

Socios reserves the right to, at any time, at its sole and absolute discretion, hold void, suspend, cancel, or amend the Features and the relative terms of use, including any changes made to the Prize. Socios shall have no financial obligations to any User for such suspension, cancellation or amendment thereto, and no compensation shall be due.

 

Socios reserves the right to forfeit the awarding of a Prize or a Reward if we have have reasonable suspicions that You have breached these Terms and/ or Third Party Terms and/or You are subject to a prohibition of access to places where sporting events are held and/or that You have no convictions, including those which have not become final yet, for offenses committed during or as a result of a sports event; as well as for counterfeiting or for selling forged goods.

The decision of Socios regarding any aspect of Your usage of any Feature or the effecting of Features including but not limited to, any Prizes and Rewards is final and binding and no correspondence shall be entered into about it.

 

11.10. DESCRIPTION AND RULES OF EACH FEATURE

 

The following terms and conditions apply to Your use of each Feature as described hereinafter.

 

11.10.1. Token Hunt Feature

 

11.10.1.1. Token Hunt : General

 

The Socios App entails a real-world augmented reality mobile Feature which allows Users to collect Tokens on the Platform for free (“Token Hunt”).

 

11.10.1.2. Token Hunt: Conditions and Restrictions

 

While You are using Our Services, be aware of Your surroundings, and play and communicate safely with other players and other people in the real world. You may not harass, threaten, or otherwise violate the legal rights of others (among others property trespassing without prior permission) or otherwise engage in any activity that may result in injury, death, property damage, nuisance, or liability of any kind. You agree that any expenses incurred in the real world during the Token Hunt shall be Your sole responsibility.

 

11.10.2. Leaderboard Feature

 

11.10.2.1 Leaderboard: Description

 

Each User holding a Fan Token in their Socios Wallet shall be eligible to be ranked on the leaderboard feature (“Leaderboard”) relative to the specific Partner in collaboration with which such Fan Token as held by the User was issued.

 

There is a separate Leaderboard relative to each of Our Partners and sponsored teams. Each Leaderboard will be active for limited time only as determined to Our sole discretion and based on the scheduled season (and, in some instances, the scheduled pre-season, post-season, and/or off-season) of the relevant Partner or team, at Socios’ sole discretion.

The Leaderboard shall be updated by Socios from time to time at Our sole discretion, and may display your ranked username at any given time. By holding any Fan Token in Your Socios Wallet, you hereby consent to Our public display of Your username on the applicable Leaderboard at Our sole discretion.

 

Your ranking on the Leaderboard will be determined by the number of points acquired which depends on Your activity in relation to the specific Partner Fan Token and your engagement with different Features on the Platform including redemption of Fan Rewards and participation in the Predictor Feature (the “Activity”), meaning that the more You make use of the rights and utilities attached to Your Fan Token and engage in other Features, the higher You will rank on the Leaderboard. Points are awarded depending on the type and frequency of Activities You engage in according to the points matrix available on the App which is updated periodically. The Activity shall include but not be limited to, voting on the Polls launched on the Socios App by Socios on behalf of Our Partners, using the Predictor Feature  (as defined hereunder), redemption of Prizes, and participating in Predictor Feature and any other Activity as may be amended by the Operator from time to time.

11.10.2.2. Leaderboard: Prizes

 

Socios, at its sole and absolute discretion, may elect winners (“Winner”) and distribute Prizes to Winners depending on their ranking on the Leaderboard. Ranking on the leaderboard depends on the number of points that the Users have accumulated through Activities. If several Users have the same number of points, the first User that has reached the number of points -based on the time they have reached the points- shall be considered the Winner. Also, any User that has reached the point after shall be attributed a rank inferior to the User that has first obtained the points.

 

If one User is ranked among the top three participants in more than one leaderboard, the User will be deemed to be a Winner with respect to the Leaderboard for which the User has accumulated the highest number of points. The Operator reserves the right to award any Prize as shown on the Platform from time to time.

 

Such prizes shall include, but not be limited to, VIP experiences and match tickets in collaboration with Our Partners, Partners’ merchandise, $CHZ Tokens and $SSU Tokens, and should You win a Prize, Socios will contact You via email and/or phone to notify You of the Prize and any details in relation thereto.

 

11.10.3. Predictor Feature

 

By participating in the Predictor feature (the “Predictor Feature”) You will be awarded points for the respective Leaderboard and experience as indicated in the Predictor Information Page made available to You prior to Your participation thereto.

 

You will be awarded points for each match based on the result after the “Full Time”, which is either (i) the result after the “Regular Time”; or (ii) in the event that there is “Extra Time”, the result after the Extra Time (and excluding any penalty shootouts).

 

You may submit Your guess prior to the kick-off of each match, and You will not be able to submit your guess following the same. Any changes to kick-off times are beyond the control of Socios.

 

Once You submit a guess in relation to a match, You can no longer change, amend or modify such score, and Your submission is locked-in.

 

11.10.4. Fan Rewards Feature

 

11.10.4.1.   Fan Rewards: Description, Eligibility & Access

 

The Socios App entails a feature (“Fan Rewards”) that enables You to redeem Other Goods, products, experience and services associated with the Partner for which You hold Fan Tokens (the “Reward”) in exchange of an amount of SSU Tokens. Categories of Rewards We offer may vary and shall be determined at Our sole discretion and may include: merchandise, experiences (among others, tickets to attend sport events), Collectible Tokens and vouchers.You need to hold a specific amount of Fan Tokens of a specific Partner to be eligible for a Reward associated with that Partner. We display the amount of Fan Tokens and SSU Tokens required to access any specific Reward directly on the App.

 

11.10.4.2.   Fan Rewards: Selecting and Redeeming a Reward

 

In Fan Rewards You can browse Rewards which are made available to You in Your location as determined in Our entire discretion and may be modified by Us from time to time.

While selecting Your Reward You undertake to read, understand the characteristic (including but not limited to date of the event, material, size, shape, color, stadium, seat location), the amount of SSU Tokens and the personal requirements associated with each particular Reward as described on the respective page on the Platform.

 

You can select up to one (1) Reward in one (1) Rewards Category each time You redeem Reward. We reserve the right to determine and change the maximum number of units per Reward You may select to redeem from time to time.

By participating in the Fan Rewards Feature You acknowledge and agree that Your confirmation to redeem a Reward is final and You may not elect to withdraw your redemption. In addition, after your confirmation, exchange/replacement and/or (part/full) refund in SSU or with any money is NOT possible. Furthermore, You consent to redeem the Reward You have selected and waive any rights to introduce any kind of inquiry or claim arising out of or indirectly related to Your Reward either directly against Socios or before any third-party public or private body.

Fan Reward does not require any fee or payment from Your end and the Selected Reward is redeemed exclusively in exchange of Your loyalty point, namely SSU Tokens, which bear no monetary or financial value as laid down in these Terms. Once You have confirmed Your Selected Reward, it will only be redeemed if Your SSU Token balance is equal to or greater than the required amount displayed for the Selected Reward. Based on the foregoing, the required amount of SSU Tokens for the respective Rewards will be deducted from Your SSU Token balance. If Your balance for SSU Tokens is inferior to the amount required for the Rewards You seek to redeem, then confirmation of the Rewards will not be possible. A summary of Your redeemed Rewards is available via the transaction history section on the Platform.

 

11.10.2. Benefits

 

Users may benefit from further benefits in accordance with separate terms and conditions available HERE.

 

12. CONTESTS, RAFFLES AND SIMILAR PROMOTIONS

 

Periodically, Socios and/or its Partners may organize sweepstakes, contests, raffles, games, and similar promotions on the App and Websites and via our official account on social media or any other communication channel (each a “Promotion”). In addition to these Terms, Promotions will be subject to particular terms which We shall communicate to You at the time of these Promotions (“Promotional Terms”). By participating in any Promotion, You will become subject to those Promotional Terms. All Promotional Terms are incorporated into, may vary from, and shall supersede these Terms. Socios urges You to read the Promotional Terms carefully prior to engaging in such Promotions. Our Privacy Policy, in addition to these Terms and any Promotional Terms, governs any information You submit in connection with such Promotions.

 

13. REPRESENTATIONS AND WARRANTIES

 

By accepting these Terms, You represent and warrant to Socios as follows:

 

All of the above representations and warranties are, and will continue to be true, complete, accurate and non-misleading from time of Your acceptance of these Terms notwithstanding the receipt by You of all of the Tokens.

 

Socios does not make, and hereby disclaims, any representation or warranty in any form whatsoever.

 

You agree to pay Us any Fees in connection with Your purchase, Your selling or trading of any Tokens on the Platform. When applicable, You authorize Socios to automatically deduct $CHZ from Your Socios Wallet for any applicable Fees owed by You under these Terms.

 

14.  CONFISCATION OF TOKENS, ACCOUNT SUSPENSION OR TERMINATION

 

14.1. REASONS FOR SUSPENSION, RESTRICTION OR TERMINATION

 

We may suspend, restrict, or terminate Your access to and use of the Services, Features and/or deactivate or close Socios Account and/or confiscate, freeze, lock Your Tokens or, at our sole discretion, at any time and without notice to You if:

 

You agree that Socios shall not be liable to You for any permanent or temporary modification, suspension or immediately termination of your Socios Account, for confiscation of Your Tokens or access to all or any portion of the Services.

We have the right to keep and use the transaction data or other information related to such Socios Account for a period during which Your account is active, as well as for as long as the storage has a legal basis.

 

If We suspend Your Account or lock Your Tokens, We may continue such suspension of locking until such time as the ground for such limitation or restriction is extinct and/or resolved to Socios’ satisfaction. You agree that Socios will have no liability or responsibility for any such limitation or restriction placed on Your Account, or for Your inability to withdraw the Tokens or execute trades during the period of any such limitation or restriction. Should the ground for such limitation or restriction be extinct and/or resolved to Socios’ satisfaction, Socios reserves the right to immediately terminate the Service.

 

14.2. CANCELLATION OF YOUR SOCIOS ACCOUNT

 

In case of any of the following events, Socios shall have the right to directly terminate these Terms by canceling your Socios Account, and shall enjoy the right but not the obligation to permanently freeze (cancel) the authorizations of your Socios Account on Socios and withdraw the corresponding Socios Account thereof:

 

Should your Socios Account be terminated, any data from the account that meet data retention standards will be securely stored for either five (5) or ten (10) years depending on the respective information, in accordance with the applicable laws and regulations.

 

14.3. YOUR REQUESTS FOR DEACTIVATION OR LOCKAGE

 

You may request that We deactivate or delete/close Your Socios Account at any time by contacting Our customer support center.

If Your account has been compromised and Your payment card has been used without Your consent You are advised to inform Us immediately so that We may lock the suspicious account until We are contacted further by Your local bank or authorities. Please be advised that due to the sensitive nature of the claim We are only able to liaise and communicate any information to Authorities. Therefore, if you have not done so already, please contact Your Authorities to file a report and be guided accordingly. We are only able to provide further information via an email request received from the relevant Authorities on reports@chiliz.com with subject line ‘Information Request’.

 

14.4. TRANSFER OF TOKENS BEFORE SOCIOS ACCOUNT DELETION

 

If Your Socios Account is terminated You will be permitted to transfer any Tokens associated with your Socios Account Unless such transfer is otherwise prohibited (i) under the law, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena or court order.

 

14.5. SURVIVAL CLAUSE

 

Upon termination of any Services or your Socios Account, the following provisions of these Terms will survive: Content Ownership, Rights Granted by You, Disclaimer of Warranties, Indemnity, Limitation of Liability, Governing Law and Jurisdictions, Dispute Resolution, General Terms and this Section 14 concerning Termination.

 

15.  CONDUCT, GENERAL PROHIBITIONS AND SOCIOS’ ENFORCEMENT RIGHTS

 

You agree that You are responsible for Your own conduct and user content while using the Services, and for any consequences thereof. In addition, You agree not to do any of the following, unless applicable law mandates that you be given the right to do so:

 

Although Socios is not obliged to monitor access to or use of the Services or content or to review or edit any content, We have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right to remove or disable access to any content, at any time and without notice. Socios may remove any content we consider to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users and others who violate the law.

 

ANY ATTEMPT BY YOU TO DISRUPT OR INTERFERE WITH THE SERVICES, INCLUDING WITHOUT LIMITATION UNDERMINING OR MANIPULATING THE LEGITIMATE OPERATION OF ANY SITE OR APP, IS A BREACH OF THESE TERMS OF USE AND MAY BE A BREACH OR VIOLATION OF CRIMINAL AND CIVIL LAWS.

 

16. USER GENERATED CONTENT AND CONDUCT POLICY

 

This User Generated Content and Conduct Policy outlines the rules and restrictions that You must observe when using Our Services, Sites, Apps and any of the Features, particularly when creating your username and posting any User Generated Content (“UGC”) on Our Apps or Sites.

 

16.1. PROHIBITED UGC

 

The following conduct when posting UGC on the App is strictly prohibited:

 

 

Do not use Our Services and Features to engage in illegal activities or promote violations of these Terms or any dangerous and/or illegal acts.

 

 

Apps, Features are platforms for free expression. We don’t support content that promotes or condones violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, nationality, sexual orientation/gender identity, or whose primary purpose is inciting hatred on the basis of these core characteristics. This can be a delicate balancing act, but if the primary purpose is to attack a protected group, the content crosses the line. Any content or activity with the intent to abuse or harass another User or spam is strictly prohibited.

 

 

Do not distribute, or in any way use through the creation of a username or otherwise, other people’s personal and confidential information, such as credit card numbers, photos, confidential identification numbers, or account passwords without their permission. In particular, any impersonation of third parties, through the use of any personal data such as name or image or any other means, is strictly prohibited.

 

 

Do not upload or share content that exploits or abuses children. This includes all child sexual abuse imagery (even cartoon images) and all content that presents children in a sexual manner. We will remove such UGC and take appropriate action, which includes reporting to the respective law enforcement authorities. If you find any UGC that you think exploits children in this manner, please report the content to Us.

 

 

Do not distribute UGC that contains nudity, graphic sex acts, or sexually explicit material. Do not drive traffic to commercial pornography sites.

 

 

Do not harass or bully other Users. Online harassment is also illegal in many places and can have serious consequences.

 

 

Do not distribute depictions of graphic or gratuitous violence, any abusive, threatening, discriminatory or otherwise offensive UGC.

 

 

Do not use Our Services or Features to impersonate other Users or individuals. Our staff and employees will never ask You for Your Account details or passwords.

 

 

When using Our Services, do not post any content or engage in any activity with the intent to defame, put into disrepute or otherwise harm Socios and its staff or otherwise prejudice or damage Our Services.

 

 

Do not spam, including sending unwanted promotional or commercial content, or unwanted or mass solicitation.

16.2. REPORTING POTENTIAL ISSUES

 

If You encounter objectionable content or a User that you believe violates the above policy rules, please report it to Us directly via the ‘Contact Us’ function on the Socios App or through the respective Feature by directly reporting the content and User in question.

 

16.3. VIOLATIONS AND REMEDIAL ACTIONS

 

App and Features shall be under Our ongoing moderation to ensure that these policy rules are not violated. When we are notified or become aware that a User has potentially violated this policy, We shall review and in the case of a violation We reserve the right to take any remedial action which we may deem appropriate, such actions may include but are not limited to:

 

17. BETA PROGRAMS

 

Socios may offer You early access to certain pre-release mobile application software (“Beta Software”) in order to allow you to test and provide feedback on Beta Software as part of the beta testing program (“Beta Program”).  This section only applies to closed Beta Programs, where Socios offers private access to selected testers. This section does not apply to open betas that Socios makes publicly available on an app store.

You acknowledge that any product features or content, game documentation, promotional materials and/or any other information that Socios may provide to You in connection with the Beta Program (“Test Materials”), the Beta Software, as well as everything related to the Beta Program is the exclusive property of Socios, is confidential, and should be treated as confidential until such time as Socios releases it.

If Socios offers you access to the Beta Software, then, subject to your compliance with these Terms, Socios grants You a personal, non-exclusive, non-transferable, revocable, limited license to use the Beta Software solely for the purposes of testing and providing feedback on the Beta Software as part of the Beta Program.

Without limiting the foregoing and except as prohibited under applicable law, the following are prohibited and You may not:

Be careful when using the Beta Software in public. Do not allow anyone to see, hear, film, or photograph the Beta Software. Please notify Socios promptly of any unauthorized access or of any suspected breach of Your account’s security.

Socios may collect your comments, suggestions, and feedback on the software, and may also track your use of the software through analytic tools, in accordance with the Privacy Policy. All such comments, suggestions, feedback, and analytic data (collectively, the “Beta Feedback”) is the exclusive property of Socios.

You understand and agree that participation in the Beta Program is voluntary and does not create a legal partnership, agency, or employment relationship between you and Socios, and you will not be compensated for your participation in any Beta Feedback.

Unless prohibited by applicable law, all test materials are provided to you ‘as is’ without any explicit or implicit warranty of any kind. You understand that the Beta Software is in development and may contain errors, bugs, and other problems that could cause loss of data and/or system failure. You should install the Beta Software on non-production devices that are not business critical and have been backed up. To the extent permitted under applicable law, Socios is not liable in any way for any damages you might incur as a result of your participation in the Beta Program.

You agree that any breach of your confidentiality obligation will result in irreparable harm to Socios, the extent of which would be difficult to ascertain, and that monetary damages may not be an adequate or sufficient remedy.  Accordingly, You agree that in the event that You breach Your confidentiality obligation, Socios will also be entitled to injunctive or other equitable relief as the court deems appropriate, in addition to any other remedies which it may have available.

 

18.  SECURITY

18.1. GENERAL CONDITIONS AND RESTRICTION ON SECURITY

 

Socios is committed to maintain the security of User’s Tokens, and have implemented industry standard protection for such a purpose. However, the actions of individual Users may pose risks. You shall agree to treat Your access credentials (such password) as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect Your Account and personal information.

You should be solely responsible for keeping safe Your Account and password, and be responsible for all the transactions under Your Account. Socios assumes no liability for any loss or consequences caused by authorized or unauthorized use of Your Socios Account credentials, including but not limited to information disclosure, sharing of Your credentials, information release, or consent.

18.2. SECURITY REPRESENTATION

 

By creating a Socios Account, You hereby agree that:

 

18.3. ACCOUNT SAFETY RECOMMENDATIONS

 

Below are some recommendations to safeguard Your Account:

 

19. DISCLAIMERS

 

To the maximum extent permitted by all applicable laws, regulations, and rules and except as otherwise provided in these Terms, the Socios hereby expressly disclaims its liability and shall in no case be liable to any person for:

 

 

 

 

 

 

It is Your responsibility to ensure that You keep Your details confidential and it is Your responsibility to secure any linked email address, personal computer or other device on which Your Socios Account is accessible. You are fully responsible for any misuse of Your login details or devices. If You are concerned that Your credentials have been disclosed to a third party You should notify Us immediately so that We may provide You with a new password. Unless caused by any negligence on Our part, any unauthorized use of Your login details and any unauthorized use of Your Socios Account are Your sole responsibility and will be deemed as Your own use.

20. LIMITATION OF LIABILITY AND INDEMNIFICATION

 

THE FOLLOWING SECTION ON LIMITATION OF LIABILITY AND INDEMNIFICATION APPLIES TO EVERY PARTS OF THESE TERMS AND SUPPLEMENT THE LIMITATION OF LIABILITY APPLYING TO SECTION 11.8.

THE OPERATOR AND/OR ITS AFFILIATES SHALL ONLY BE LIABLE TO THE USER FOR DAMAGES CAUSED BY GROSS NEGLIGENCE OR WILFUL MISCONDUCT. THE LIABILITY FOR SLIGHT NEGLIGENCE, INDIRECT DAMAGES AS WELL AS FOR AUXILIARY PERSONS IS EXCLUDED. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL SOCIOS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE ANY FEATURE IN RESPECT OF ANY AND ALL CLAIMS OF AN INDIVIDUAL USER EXCEED ONE HUNDRED (100) EUROS.

 

Notwithstanding the above, nothing in these Terms will:

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER OPERATOR, NOR ANY AFFILIATE THEREOF NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT (INCLUDING THE PARTNERS) WILL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SERVICES OR PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SOCIOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

 

To the maximum extent permitted by the applicable laws, You hereby agree to waive all rights and assert any claims under the applicable laws, regulations and rules and You may make claims based only on these Terms.

To the maximum extent permitted by the applicable laws, regulations and rules, You shall indemnify, defend, and hold the Socios and/or Indemnified Persons harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by You or any third party against any of the Socios or the Indemnified Persons arising out of a breach of any warranty, representation, or obligation by You hereunder.

 

21. SIMULTANEOUS TERMINATION OF ALL AGREEMENTS

 

The User hereby understands, acknowledges and accepts that in the event that that there exist grounds for termination of either: (i) these Terms; or (ii) the Token Terms; or (iii) the Chiliz Wallet Terms, or (iv) any other terms or contractual relationships which the User enters into related to the Platform ((i), (ii), (iii) and (iv) shall be referred to as the “Global Terms of Use”); and any of the Global Terms of Use are consequently terminated for whatever reason, all other Global Terms of Use shall be automatically terminated in a simultaneous manner.

22. INTELLECTUAL PROPERTY RIGHTS

 

These Terms shall not entitle You to any intellectual property rights, including the rights in relation to the use, for any purpose, of any information, image, user interface, logos, trademarks, trade names, internet domain names or copyright in connection with the Socios or the Partners.

There are no implied licenses under these Terms, and any rights not expressly granted to You hereunder are reserved by the Socios.

23. NO WAIVER

 

Any failure of Socios to enforce these Terms or to assert any rights, claims or causes of action against You under these Terms shall not be construed as a waiver of the right of the Socios to assert any rights, claims or causes of action against You.

 

24. ENTIRE UNDERSTANDING

 

These Terms contain the entire understanding between the User and the Operator and supersede all prior terms and conditions, communications, understandings or arrangements (both oral and written) in relation to the Features and Platform, saving the Chiliz Wallet Terms and Tokens Terms which are contracted separately and independently between the User and the respective Affiliate providing the respective services.

We may amend these Terms from time to time. If We make any amendments to these Terms We will inform You about such changes, for example by publishing a notice on the Socios App or sending an email notice together with the updated Terms on Our website and We will change the ‘last updated’ date at the top of these Terms. To the extent permissible by law, any amended Terms shall become effective immediately upon the publication of such notice. It is Your responsibility to regularly check to read through such notices and updates.

If any provision is found to be illegal, void or unenforceable, then such provision shall be severable from these Terms without affecting the validity or enforceability of any remaining part of that provision or these Terms, which shall remain in full force and effect.

 

These Terms are made available to You in various languages. To the extent permitted under the applicable laws, only the English language version of these Terms is binding. Shall the former be restricted to any extent under the applicable laws, the English language version of these Terms shall in any event prevail.

 

25. EXPRESS WAIVER OF COOLING OFF PERIOD

 

Unless excluded by any applicable law, there shall be no right of withdrawal in respect of any purchases or transactions in general by the User on the Socios Platform in respect of any of the Services made available by Us.

 

26. THIRD PARTY WEBSITES OR RESOURCES

 

Services may contain links to third party websites or resources. Socios provides these links only as a convenience and is not responsible for the content, products, or Services on or available from such third-party websites or resources, or links displayed on such websites. To the extent permitted under applicable law, You acknowledge sole responsibility for and assume all risk arising from, Your use of any third-party websites or resources.

Socios is not responsible for the availability or quality of third-party Services, including cell phone networks, hotspots, wireless internet and other Services. Such third party Services may affect Your ability to utilize the Services or participate in an event and You hereby waive and release Socios and any other party involved in creating or delivering the Services from all claims, demands, causes of action, damages, losses, expenses or liability which may arise out of, result from, or relate in any way to such third party Services.

 

27. CLASS ACTION WAIVER

 

To the fullest extent permitted by applicable law, the User waives the right to participate in a class action lawsuit or a class-wide arbitration against the Provider, the Operator, the collaborating Partner, or any individual or entity involved in the Fan Token Offering or Platform operations as provided herein.

 

28. GOVERNING LAW AND JURISDICTION

 

These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Malta.

We prefer to solve Your requests in direct contact with You and therefore do not participate in alternative consumer dispute resolution proceedings. If You would like to raise any complaint or dispute, We invite You to bring the matter to Our attention by contacting Us on the Contact Information indicated below.

A Party shall give prompt written notice of any dispute to the other Party (a “Dispute Notice”). Such Dispute Notice will include sufficient details of the dispute to enable the other Party to consider its position in relation to the dispute.

You agree that any dispute, claim, or controversy between You and Us arising in connection with or relating in any way to these Terms or to your relationship with Us as a user of Our Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by mandatory final and binding individual (not class) arbitration. You and Us further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including without limitation any objections with respect to the existence, scope or validity of the Agreement to Arbitrate, or to the arbitrability of any claim or counterclaim. The arbitration will be administered by the International Court of Arbitration of the ICC. Unless the parties agree otherwise, there shall be only one arbitrator appointed in accordance with the ICC Rules. Any arbitration will be conducted in the English language, unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. ANY ARBITRATION AGAINST US MUST BE COMMENCED BY FILING A REQUEST FOR ARBITRATION WITHIN ONE (1) YEAR, AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD. THIS ONE YEAR LIMITATION PERIOD IS INCLUSIVE OF THE INTERNAL DISPUTE RESOLUTION PROCEDURE SET FORTH IN THIS SECTION. THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. No appeal shall be made against the arbitrator’s decisions, and the parties expressly waive their right to do so. The seat of the arbitration shall be Malta. The location of any in-person arbitration hearing shall be Malta, unless otherwise agreed to by the parties.

Each Party agrees to use its best endeavors to settle any dispute amicably between the Parties within a period of 30 days from the date of the Dispute Notice.

Without prejudice to the above, Users may bring a claim to enforce consumer protection rights in connection with these Terms in Switzerland or their country of domicile.

For European Users, the European Commission provides You with another option for raising a dispute via an online dispute resolution platform, which you can access HERE.

Notwithstanding any dispute or reference of certain disputes (or part of certain disputes) for determination by arbitration pursuant to this clause, the Parties will continue to comply with their respective obligations under these Terms.

 

29. ADDITIONAL TERMS OF USE APPLICABLE TO ARGENTINIAN USERS

 

Notwithstanding any other provisions in these Terms, the following provisions apply to Users residing in Argentina.

29.1. Waiver of withdrawal period

 

Pursuant to article 1116 of the Argentine Civil and Commercial Code, you specifically agree that any Token Sale and other Services provided will be considered final and not subject to any withdrawal period.

 

29.2. Dispute Resolution

 

Argentinian users may bring a claim to enforce consumer protection rights in connection with these Terms in Malta or in Argentina.

 

29.3. Taxes

 

The Purchase Consideration that You transfer as payment for Your purchase of Tokens shall be net of any Argentine taxes that may be applicable to your purchase of, receipt, trading and holding of Tokens in any jurisdiction (“Payable Tax”). Any and all payments by or on account of Purchase Consideration shall be made free and clear of and without deduction or withholding for any Payable Tax, except as required by applicable law. If You are required by applicable law to deduct or withhold any Payable Tax from the Purchase Consideration, then:

(i)  the amount of Purchase Consideration shall be increased so that after all such required deductions or withholdings are made (including deductions or withholdings applicable to additional amounts payable under this Section), the Socios receives an amount equal to the Purchase Consideration that would have been received had no such deduction or withholding been made, and

(ii)  You shall make such deductions or withholdings and timely pay the full amount deducted or withheld to the relevant tax authority in accordance with applicable law.

You shall be responsible for determining any value-added tax (“VAT”) on the Purchase Consideration and timely reporting and remitting the correct amount of VAT to the appropriate tax authorities.

The Socios shall not be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting, and remitting the correct amount of Payable Tax to the appropriate tax authorities on Your behalf. You shall be liable to assess the appropriate amount of Payable Tax (including VAT) due by You pursuant to the applicable rules to convert the Purchase Consideration to the currency that is legal tender in Your country.  You shall be liable to pay any Payable Tax due by You, including but not limited to income taxes that may be levied on any gains resulting from such conversion, if appropriate.

You shall hold the Socios harmless from and against any amount of Payable Tax that is required to be paid by You on behalf of the Socios, and any penalties, fines, orders or administrative sanctions (and any costs and expenses, including reasonable attorney’s fees, costs and other reasonable out-of-pocket expenses incurred in connection with the enforcement of any rights under this Section 28.3 in connection therewith) resulting from or arising out of any failure by You to pay any Payable Tax when due.

 

30. SEVERANCE AND PARTIAL INVALIDITY

 

If any of these Terms is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and, for the avoidance of doubt, the rest of these Terms shall continue to be valid and in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such terms, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

The illegality, invalidity or unenforceability of any provision of these 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.

 

31. DATA PROTECTION

 

We will not disclose Your Personal Data except as expressly permitted under these Terms and otherwise only with Your prior consent as stipulated in Our privacy policy. However, We may be required to disclose Your Personal Data and/or certain other information about You to the extent required by applicable law or by an order of a court or competent governmental or regulatory authority. By accepting these Terms, You expressly agree and consent to Your Personal Data being disclosed to third parties to any extent required for the purposes of compliance with applicable laws or regulations.

Any personal data or information which You provide to Us shall be processed strictly in accordance with Our privacy policy, which is incorporated by reference into these Terms.

You acknowledge, accept and understand that these Terms, insofar as they relate to the controlling and processing of your Personal Data are regulated by the any applicable Privacy Laws.

 

32. FEEDBACK

 

You can submit feedback, comments, and suggestions for improvements to the Services by reaching out to Us on social media or support channels. This Feedback is a form of User Generated Content.

33. CONTACT INFORMATION

 

If You have any questions about these Terms or the Services, please Customer Support on support@socios.com or by mail at ‘Socios Services Limited, 14 East, Level 7, Sliema Street, Gzira, GZR1639, Malta’

34. RISK FACTORS

 

You should carefully consider and evaluate each of the following risk factors and all other information contained in the Terms before deciding to participate in any activity on the Platform and/or Features. To the best of Socios’ knowledge and belief, all risk factors which are material to You in making an informed judgment to engage in the Features and Services have been set out below. If any of the following considerations, uncertainties or material risks develop into actual events, the business, financial position and results of operations of Socios could be materially affected. In such cases, the trading price of Tokens (Fan Tokens, Collectible Tokens and the $CHZ Tokens) could decline due to any of these considerations, uncertainties or material risks, and You may lose all or part of Your Tokens (Fan Tokens, Collectible Tokens and Chiliz Tokens). By proceeding to create an Account and using the Platform You are acknowledging these risks.

 

34.1. RISKS RELATING TO PARTICIPATION IN THE TOKEN SALE

 

Purchase of the $CHZ Token from Us as the Socios involves a high degree of risk.

Financial and operating risks confronting innovators are significant and Socios is not immune to these. Innovators often experience unexpected problems in the areas of product development, marketing, financial and general management, amongst others, which frequently cannot be solved.

It is possible that, due to any number of reasons, including but not limited to, an unfavorable fluctuation in the value of cryptographic and fiat currencies, or intellectual property ownership challenges, it may not be viable for Socios to continue its operations and may dissolve or take actions that result in discontinuance of the Platform and Services/Features thereon.

The tax treatment of the Tokens, the purchase rights contained herein is uncertain and there may be adverse tax consequences for You upon certain future events and depending on the jurisdiction in which you are domicile or resident.

You must seek Your own tax advice in connection with purchasing or trading of Tokens. You should consult with and must rely upon the advice of Your own professional tax advisors with respect to tax treatment of a purchase and/or trading of Tokens pursuant to these Terms.

There is no prior market for the Fan Tokens and the Token Sale may not result in an active or liquid market for the Tokens

A Token is not a currency issued by any central bank or national organization, nor is it backed by any hard assets or other credit. Trading of Tokens merely depends on the consensus on its value between the relevant market participants, and no one is obliged to purchase any Token from any holder of the Token, including the purchasers, nor does anyone guarantee the liquidity or market price of the Tokens to any extent at any time. Accordingly, Socios cannot assure that there will be any demand or market for Tokens.

External factors could materially and adversely affect the market price of the Tokens

Any future sale of the Fan Tokens (which were not all available for sale in the Token Sale) would increase the supply of Tokens in the market and this may result in a downward price pressure on the Fan Tokens. The sale or distribution of a significant number of Tokens outside of the Token Sale, or the perception that such further sales may occur, could adversely affect the trading price of the Fan Tokens.

Negative publicity may materially and adversely affect the price of the Tokens and Socios’ business activities

Negative publicity involving the Partners and/or the Socios may materially and adversely affect the market perception or market price of both the Fan Tokens and the Chiliz Token, whether or not such negative publicity is justified.

There is no assurance of any success of the Platform

Changes in conditions affecting the blockchain or fintech industry, the general economic conditions or market sentiments, or other events or factors.

 

34.2. RISKS RELATING TO THE SOCIOS PROJECT

 

There may be weaknesses, vulnerabilities or bugs in the protocols, systems and smart contracts in connection with the Token Sale and Socios Services (including trading activities).

Socios will make reasonable efforts to ensure that the protocols, systems, and smart contracts in connection with the Token Sales, trading and voting are audited, tested, and proved by technical experts. However, as smart contract technology is still in its early stage of development and its application of experimental nature carries significant operation, technological, financial, regulatory and reputational risks, there are inherent risks that such protocols, systems and smart contracts could contain weaknesses, vulnerabilities or bugs.

We provide the Collectible Token, and license the Artwork to the owner of the Collectible Token, on an ‘as is’ basis, and expressly disclaim any warranties or conditions of any kind, either express or implied, including, without limitation, any warranties or conditions of title, non-infringement, merchantability, or fitness of a particular purpose.

Socios is dependent in part on the location and data center facilities of third parties.

The infrastructure network of Socios is in part established through servers which they own and house at the location facilities of third parties, and servers that they rent at data center facilities of third parties. If Socios is unable to renew its data facility lease on commercially reasonable terms or at all, the Socios may be required to transfer their Services to a new data center facility and may incur significant costs and possible service interruption in connection with the relocation. These facilities are also vulnerable to damage or interruption from, among others, natural disasters, arson, terrorist attacks, power losses and telecommunication failures. Additionally, the third-party providers of such facilities may suffer a breach of security. Any security breaches or damages which occur may impact Socios and the price of the Tokens.

There may be prevention of transaction requests

Socios cannot be held responsible if You are prevented from sending a transaction request, or Your transaction request or email is not received by Us due to hardware, software or Services issues (including, without limitation, internet and other network connectivity issues).

There may be the termination of the business relationship with the Partner which would mean discontinuance of any Feature or Service related to a particular Partner.

 

TOKEN TERMS

 

Preamble

 

These Token Terms (“Terms”), which may be amended from time to time, govern the distribution and nature of Collectible Tokens, the purchase of Fan Tokens during a Fan Token Offering, the use of the Token Wallet, as well as the conditions under which you (the “User”) are able to use the Token Wallet and participate in Fan Token Offerings. Please read these Terms carefully before using any of the services described herein.

 

1. CLARIFICATION OF CONTRACTUAL RELATIONSHIPS

 

Socios Technologies AG, duly registered under the laws of Switzerland bearing company registration number CHE-219.335.797 (“Provider”) collaborates with organizations in the sports industry (“Partners”) that grant the Provider the right to generate, sell and market utility Tokens that carry the name of the Partners and their respective teams (“Fan Tokens”) as well as digital collectible tokens (“Collectible Tokens”). Fan Tokens and Collectible Tokens can be stored and managed via a digital wallet that is operated by the Provider (“Token Wallet”).

Among other digital interfaces, the Provider uses the digital fan engagement platform “Socios.com” (“Platform”) to sell a limited amount of all Fan Tokens to Users before they reach the public marketplace and to make certain fan engagement or interaction functionalities of Fan Tokens available to Users. The Platform is operated by Socios Services Limited, a private company limited by shares incorporated in Malta with Company Registration Number C91496 (“Operator”). The Platform is subject to separate terms and conditions (“Platform Terms”) available HERE. The Platform is accessible via web app or mobile application which can be downloaded on the Apple App Store and the Google Play Store free of charge. The Platform enables its users (“Users”) to create a user account to buy, access, sell, and use blockchain-based tokens (“Tokens”) that are generated and sold by the Provider, the Operator, or any affiliated entities of the Provider and/or the Operator.

By accepting these Terms and participating in the public sale offering by the Provider of Fan Tokens (“Fan Token Offering”), and accepting the distribution of any Collectible Tokens and Competition Fan Tokens,, the User understands and acknowledges that these Terms are binding between the User and the Provider only and that the Operator is not a party to these Terms. This means, in particular, that the Operator does not sell any Fan Tokens to the Users, does not operate the Token Wallet on which the Fan Tokens are stored, and does not assume any responsibility or liability with regard to the subject matter described herein. In order to use and/or access the Platform, User will need to enter into a separate contractual relationship with the Operator on the basis of the Platform Terms.

 

2. FAN TOKENS

 

2.1. TECHNICAL DESCRIPTION

 

Fan Tokens are blockchain-based tokens that exist on a private permissioned sidechain of the Ethereum blockchain operated by the Provider (“Chiliz Sidechain”). Fan Tokens are generated by one or more smart contracts that are deployed by the Provider on the Chiliz Sidechain (“Smart Contract System”). Fan Tokens technically constitute a transferable representation of attributed functions that are specified in the Smart Contracts.

 

2.2. FAN TOKEN NAME AND TICKER SYMBOL

 

All Fan Tokens that are sold during a Fan Token Offering carry a unique name in reference to the cooperating Partner to which the Fan Token relates, as well as a ticker symbol that consists of a combination of numbers or letters. The User agrees that the Provider may, at its sole discretion and at any time, change the name of the Fan Token and/or its ticker symbol. The Provider shall use all reasonable efforts to ensure that such change of name and/or symbol will not adversely affect the rights of the User, or the Fan Tokens held by the User.

 

2.3. FAN TOKEN FUNCTIONALITIES

 

2.3.1. Overview

 

The various Fan Tokens that are sold during the Fan Token Offerings may provide the User with one or more specific fan engagement or interaction functionalities as further described herein (“Token Functionalities“). The User understands and acknowledges that every Fan Token has different Token Functionalities and that the type and amount of Token Functionalities made available for a particular Fan Token depend entirely on the engagement strategy of the collaborating Partner.

 

2.3.2. Partnership Agreement

 

The User understands that the Token Functionalities of the Fan Tokens that are sold during a Fan Token Offering depend on the contractual agreement between the Provider and the collaborating Partner (“Partnership Agreement”). While all Partnership Agreements are entered into with the objective to build on a long-term relationship, they will not remain in effect in perpetuity. The User understands that the Partnership Agreements will eventually expire or be terminated and acknowledges that Fan Tokens may partially or fully lose their Token Functionalities as a result of such expiration or termination.

In case of an expiration or termination of the Partnership Agreement, the User remains able to hold and trade the corresponding Fan Tokens on the Platform or anywhere else, unless otherwise communicated to the User. In no case shall the Provider, the Operator, or the Partner be held liable for any losses, expenses or any other damages incurred by the User as a result of a partial or full loss of the Token Functionalities.

 

2.3.3. NO GUARANTEED TOKEN FUNCTIONALITIES

 

The User understands and acknowledges that the Token Functionalities of a Fan Token are not conclusively defined at the time of its issuance and that the Provider has the right to add additional or remove existing Token Functionalities at any time at its sole discretion and/or based on instructions of the respective Partner. The User further understands and acknowledges that the addition of Token Functionalities by the Provider is not guaranteed, and that Fan Tokens might therefore not provide the User with any Token Functionalities at all.

By purchasing Fan Tokens during a Fan Token Offering or at any time thereafter, the User does not obtain the right to claim any Token Functionalities from the Provider. The User solely acquires the right to make use of Token Functionalities that are offered by the Provider, provided that the User meets the Usage Requirements that are defined by the Provider as described in Section 2.4.2. below.

 

2.3.4. Types of Token Functionalities

 

a) Participation in Surveys

 

Fan Tokens may allow holders to execute voting rights in relation to binding or non-binding surveys and polls as further described herein (“Surveys”). Participation in the Surveys is subject to the following conditions and limitations:

 

b) Participation in Fan Rewards

 

Fan Tokens may allow holders to access or benefit from certain products or services related to the collaborating Partner exclusively, (“Fan Rewards”) which is a feature of the Platform managed by the Operator. The rules and restrictions regarding the participation in Fan Rewards are provided under the Platform Terms.

The User understands and acknowledges that Fan Rewards might require interaction with the Platform or on any other digital interface as mutually agreed upon by and between the Provider and the collaborating Partner as set forth in the Partnership Agreement.

 

2.4. USAGE OF TOKEN FUNCTIONALITIES

 

2.4.1. Visibility and Communication

 

Since the Chiliz Sidechain is private and permissioned, the Token Functionalities and their associated smart contracts are not visible to the public on the blockchain-level. Fan Token Functionalities can only be viewed, managed, and used on the Platform or on any other digital interface determined by the Provider mutually agreed upon by and between the Provider and the collaborating Partner as set forth in the Partnership Agreement. However, when an upgrade of the Chiliz Sidechain is released, such permissions and authorities may be subject to change. The User understands and acknowledges that the Provider has no obligation to inform the User about new Token Functionalities or new digital interfaces.

 

2.4.2. Additional Usage Requirements

 

The Token Functionalities offered by the Provider (if any) may be subject to additional usage requirements (“Usage Requirements”) which are determined by the Provider at its sole discretion. The Provider may for example determine that the use of a certain Token Functionality is dependent on the amount of Fan Token that are held by the User or on the duration for which the Fan Token have been held by the User. The Provider can further limit the number of available products and services that are offered as part of a Loyalty Program and allocate them to qualifying Users on a “first come, first served” basis.

 

 

2.5.1. No Means of Payment

 

When a User makes use of a particular Token Functionality offered by the Provider, the Fan Token used to access the Token Functionality will not be burned, consumed, transferred, or otherwise surrendered but will remain with the User. This means that the Fan Token are not used as a means of payment or value transfer but to unlock Token Functionalities made available by the Provider for the Fan Token holder, subject to the conditions set forth by Provider with respect to the particular Fan Token Functionality.

 

2.5.2. NO FINANCIAL RIGHTS

 

Fan Tokens shall enable the User to build a personal connection and immaterial bond with the collaborating Partner. The User is expected to purchase and hold Fan Tokens for emotional and non-commercial reasons only and to make use of the Token Functionalities that may be offered by the Provider as described herein. By accepting these Terms, the User acknowledges that the relationship between the User and the collaborating Partner will always remain on a non-monetary basis. This has the following consequences:

THIS DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS OF ANY SORT, IS NOT A SOLICITATION FOR INVESTMENT AND DOES NOT PERTAIN IN ANY WAY TO AN INITIAL PUBLIC OFFERING OR A SHARE/EQUITY OFFERING AND DOES NOT PERTAIN IN ANY WAY TO AN OFFERING OF SECURITIES IN ANY JURISDICTION. THIS DOCUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS WITH ANY GOVERNMENTAL AUTHORITY.

 

2.5.3. Possible Modification and Termination

 

The Provider has the right to offer, modify, eliminate, and/or terminate Tokens, the content, and/or the Services, or any portion thereof, at any time, without liability to the User. If the Provider decides to discontinue the use of Tokens, the Provider will provide at least thirty (30) days advance notice to the User by posting a notice through the Services or through other communications.

3. FAN TOKEN OFFERINGS

 

3.1. TOKEN SUPPLY

 

The total amount of each Fan Token that is generated by the Provider is fixed and will be publicly communicated prior to the Fan Token Offering (“Token Supply”). The Provider will not be able to create any additional Fan Tokens. The User understands and acknowledges that the Token Supply is higher than the number of Fan Token that are available for purchase during the Fan Token Offering.

 

3.2. FAN TOKEN OFFERING PERIOD

 

Each Fan Token Offering has a set period of time during which Users can purchase newly issued Fan Tokens from the Provider before they reach the secondary markets (“Fan Token Offering Period”). The beginning and the end of each Fan Token Offering Period is determined by the Provider at its sole discretion. The Provider will communicate the beginning of each Token Offering Period on the Platform or through other communication channels as it may determine at its sole discretion. The User understands and acknowledges that the Provider reserves the right to terminate an ongoing Fan Token Offering at any time and for any reason.

 

3.3. NO RIGHT TO PARTICIPATE

 

All Fan Token Offerings take place on a first-come first-served basis. Since the demand for Fan Tokens may exceed the available supply, the amount of Fan Tokens that can be purchased by the User during the Fan Token Offering can be limited by the Provider at any time. The Provider may also refuse or interrupt purchase requests, impose limits on the number of purchases that can be completed, or impose any other conditions or restrictions upon the participation of the User in the Fan Token Offering without prior notice and at its sole discretion. The User understands and acknowledges that the amount of Fan Token that are effectively purchased by the User during the Fan Token Offering is not guaranteed until the Fan Tokens are finally allocated to the User as described below.

 

3.4. MINIMUM AND MAXIMUM CAP

 

The smallest amount of Fan Token that can be purchased by the User during a Fan Token Offering is one (1) Fan Token (“Minimum Cap”). The Provider additionally has the right to determine a maximum number of Fan Token (“Maximum Cap”) that can be purchased by the User during the Fan Token Offering. The Provider explicitly reserves its right to adjust the Minimum Cap and the Maximum Cap during the Token Offering Period at any time and at its sole discretion upon giving fifteen (15) days advance notice.

In the event that the User attempts to purchase Fan Tokens in an amount exceeding the Maximum Cap, and provided that the User’s payment for such attempted purchase of Fan Tokens is successfully received by the Provider, the Provider may decide to do any of the following, at its sole and absolute discretion:

Unless otherwise described herein, the Provider shall have no obligations to the User in any form or manner whatsoever in respect of such attempted purchase. The User hereby waives all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Provider or its Affiliates in connection with or arising from such attempted purchase, and further agrees to hold the Provider and its Affiliates harmless from and against any and all losses, damages, taxes, liabilities, and expenses that the User may incur in connection with or arising from such attempted purchase.

 

3.5. PARTICIPATION REQUIREMENTS

 

3.5.1. SOCIOS ACCOUNT

 

The User can only participate in a Fan Token Offering if the User has created a user account on the Platform (“Socios Account”). All actions that are taken by the User on the Platform or the Socios Account are subject to the Platform Terms. The User understands and acknowledges that the Provider does not assume any responsibility or liability for the availability or proper functioning of the Platform or the Socios Account during the Fan Token Offering or any other time.

3.5.2. CHILIZ WALLET

 

The User can only participate in a Fan Token Offering if the User has accepted the relevant terms of use of Socios Entertainment OÜ domiciled in Estonia which offers a custodial wallet solution for Chiliz Token (“Chiliz Wallet”). Similar to the Token Wallet, the Chiliz Wallet is integrated by the Operator into the Platform via a public API and can therefore be directly accessed by the User via the Socios Account.

All actions that are taken by the User on the Chiliz Wallet are subject to the terms and conditions of Socios Entertainment OÜ which can be accessed HERE . The User understands and acknowledges that the Provider does not assume any responsibility or liability for the availability or proper functioning of the Chiliz Wallet at any time.

3.5.3. ELIGIBILITY REQUIREMENTS

 

To be eligible to participate in the Fan Token Offering, the User must be at least 18 (eighteen) years old or be of a sufficient age to legally obtain and hold Fan Token in the User’s jurisdiction and must not be a citizen or resident (i) of any country that prohibits the participation in Fan Token Offerings or the holding of Fan Tokens; (ii) of a country that is included in any international, regional or other sanction list or measures; or (iii) that is subject to any sanctions administered or enforced by any country or government or international authority (“Excluded Jurisdiction”).

The User shall not participate in a Fan Token Offering if there are any applicable legal restrictions in the User’s country of residence or domicile. It is the sole responsibility of the User to ensure that the participation in a Fan Token Offering is not prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected in any way by any applicable law, regulation, or rule in the User’s country of residence or domicile. The User acknowledges and accepts that some of the services and/or Token Functionalities may be adjusted or restricted, in whole or in part, in certain jurisdictions by the Provider in order to comply with any requirements or restrictions as may be imposed by local laws and authorities.

3.5.4. Additional Identification of User

 

While the Provider assumes that the identity of the User has been successfully verified by the Operator as part of the creation of the Socios Account, the Provider reserves the right, at its sole discretion, to implement additional measures to establish and verify the identity of the User and request additional documents and information. The Provider has the right to reject Fan Token purchases by the User at any time prior to their allocation if the User is unable to furnish such documents or information to the Provider’s satisfaction.

 

3.6. PAYMENT OF PURCHASE PRICE

 

3.6.1. Mandatory Use Of Chiliz Token

 

Fan Token purchases on the Platform are only possible with Chiliz Token. To purchase Fan Token during the Fan Token Offering or on the Socios Marketplace (see Section 5.1 below), the User must therefore ensure that there are enough Chiliz Token in his Chiliz Wallet. The User can add Chiliz Token to his Chiliz Wallet in two different ways:

3.6.2. No Refund

 

The User understands and acknowledges that orders placed during the Fan Token Offering cannot be canceled after submission. The User further understands and acknowledges that all payments made during the Fan Token Offering Period are final and non-refundable and that the User has no right to request a refund for any reason. If the demand for the Fan Token exceeds the available supply, any excess purchase price (“Purchase Price”) paid by the User will be automatically sent back to the User.

 

3.7. TOKEN ALLOCATION

 

The Fan Tokens that are purchased by the User are allocated to the Token Wallet of the User (as defined below). After the allocation, the Fan Token may be subject to transfer restrictions for a limited period of time during which the Fan Token cannot be transferred, sold, or used by the User (“Lockup Period”). The Lockup Period may apply on the entire or part of the Fan Tokens purchased by the User, as may be communicated by the Provider.

 

3.8. TAXATION

 

The User bears the sole responsibility to determine if the participation in the Fan Token Offering and/or the purchase or sale of Fan Token has any tax implications for the User. By purchasing, holding, using, or selling Fan Token, and to the extent permitted by law, the User agrees not to hold the Provider, the Operator, the collaborating Partner or any third party liable for any tax liabilities arising from the purchase, ownership, sale or use of Fan Token. The User is solely responsible for determining any payable tax and declaring, withholding, reporting, and remitting the correct amount of any taxes to the appropriate tax authorities in the User’s country of residence.

 

4. TOKEN WALLET

 

4.1. PURPOSE AND LIMITATIONS

 

The Token Wallet is a software-based custodial blockchain wallet operated by the Provider that controls the private key (“PIK”) to the unique public address of the User (“User Address”). The Token Wallet enables the User to hold Fan Tokens and make use of the Fan Token Functionalities as further described herein. The Token Wallet of the User is created and integrated into the Socios Account when the User accepts these Terms.

The Token Wallet can only hold Fan Tokens, Collectible Tokens, and other blockchain-based assets that exist on the Socios Side Chain. While the Socios Side Chain is compatible with the Ethereum blockchain, it is an independent blockchain that employs its own consensus model and block parameters. Tokens that exist on one blockchain cannot be transferred to the other.

 

4.2. TOKEN WALLET SECURITY

 

4.2.1. Responsibility of User

 

The Provider is committed to maintain the security of the Token Wallet to safeguard the Fan Tokens that are held on the User Address and has implemented industry standard protection for this purpose. However, the User is fully responsible for the security of the access credentials that are required to get access to the Token Wallet as well as the personal devices on which the Token Wallet is accessible.

The User understands that all actions taken on the Token Wallet will be deemed as actions that are performed by the User and acknowledges that the Provider assumes no responsibility or liability for any loss or damages caused by the authorized or unauthorized use of the access credentials or personal devices of the User. If the User loses a personal device or is concerned that the access credentials have been disclosed to a third party, the User shall immediately notify the Provider via report@chiliz.com. The User may elect to set up an additional password to transfer Fan Tokens and/or Collectible Tokens out of the Token Wallet in order to increase security (“Withdrawal Password”). If the User loses the Withdrawal Password, the Provider will assist to reset it however cannot guarantee when such reset process is completed and therefore the Provider does not assume liability for such direct or indirect losses occasioned by the User as a result of losing such Withdrawal Password.

 

4.2.2. Disclaimers

 

To the maximum extent permitted by applicable laws, regulations, and rules, and except as otherwise provided in these Terms, the Provider hereby expressly disclaims its liability and shall in no case be liable to any person for:

4.2.3. Security Guidelines

 

To safeguard the Fan Tokens and Collectible Tokens of the User, the Provider highly recommends that the User uses due care when accessing the Platform and storing access credentials, in particular, but not limited to, by adhering to the following security guidelines:

 

4.3. TOKEN WALLET TRANSACTIONS

 

4.3.1. Incoming Transactions

 

Since the User Address is displayed in the Socios Account, the User has the option to transfer Fan Tokens and Collectible Tokens from the User’s account on the Chiliz Exchange or any other blockchain wallet that is compatible with the Chiliz Sidechain to the User Address (“Third Party Wallet Providers”). The User understands and acknowledges that incoming transactions shall be at the sole risk of the User. If the User enters the wrong User Address, the Provider will not be able to assist. If the User sends any assets other than Fan Tokens and Collectible Tokens to the User Address, they will be irrevocably lost and not be returned by the Provider. Although the Provider does not charge any Fees related to such incoming transactions, Third Party Wallet Providers may. The User shall be exclusively responsible to bear any costs incurred during such transactions as charged by Third Party Wallet Providers.

 

4.3.2. Outgoing Transactions

 

The Provider holds the PIK to the User Address and has control over all Fan Tokens and Collectible Tokens that are held on the User Address. As a consequence, all outgoing transactions from the Token Wallet must be signed by the Provider. The Provider only signs transactions that are requested by the User. The Provider reserves its right to deny or suspend the execution of a transaction request if such action is reasonably required to comply with any contractual or regulatory obligations. Any Fees related to such outgoing transactions shall be exclusively borne by the User.

 

4.4. FEES

 

The User understands and acknowledges that the Provider charges a specific amount for some transactions as specified in these Terms and on the Fees Information Page (“Fees”). The User agrees to pay the Provider the Fees. The Provider may, at its entire discretion, update the Fees at any time. These updated fees will apply to all transactions that occur following the effective date of the updated Fees. The User authorizes the Provider to deduct from the balance available on the Socios Account any applicable Fees due to the Provider pursuant to these Terms.

 

4.5. ACCESS TO TOKEN WALLET

 

The Token Wallet is a stand-alone software application developed and operated by the Provider that exists independently of the Platform. In order to enable the User to access the Token Wallet via the Platform, the Operator has integrated a public API into the Platform (“Token Wallet API”). The Token Wallet API is not limited to the Application but can also be integrated into other third-party applications.

 

4.6. SUSPENSION AND CONFISCATION

 

4.6.1. Prerequisites

 

The Provider explicitly reserves its right to suspend the access to the Token Wallet of the User and/or lock or confiscate all or some of the Fan Tokens or Collectible Tokens held on the User Address, at any time and without notice, if the Provider sees it necessary to protect the interest of the User, the Provider or any third party, or if the Provider reasonably suspects any of the following:

If the Provider temporarily suspends the Token Wallet or locks any Fan Tokens held on the User Address, such suspension or lock may remain in effect until such time as the ground for such restriction is extinct and/or resolved to the Provider’s full satisfaction.

 

4.6.2. No Liability

 

The User understands and acknowledges that the Provider is not liable for any permanent or temporary suspension of the Token Wallet and is not required to repay the Purchase Price for any Fan Tokens or Collectible Tokens that are confiscated by the Provider as described herein.

 

5. SECONDARY MARKET TRANSACTIONS OF FAN TOKENS

 

5.1. SOCIOS MARKETPLACE

 

5.1.1. Overview

 

Once the Fan Token Offering is concluded, the User will be able to buy and sell the Fan Token directly on the Platform (“Socios Marketplace”). All transactions on the Socios Marketplace are executed between the User and the Provider. The Socios Marketplace does not enable Users to trade Fan Tokens on a peer-to-peer basis with other users.

 

5.1.2. Submission of Offers

 

To buy or sell Fan Tokens on the Socios Marketplace, the User must submit an offer to the Provider at the prices quoted in the Socios Marketplace (“Offers”). The User understands and acknowledges that Offers made on the Socios Marketplace are legally binding and cannot be withdrawn by the User. The Provider shall have the right to accept or decline Offers at its sole and absolute discretion. If the Provider does not accept an Offer within one hour (“Offer Period”), the Offer shall be deemed declined by the Provider. All Offers that are submitted by the User will be displayed on the transaction history page. The Provider does not automatically cancel Offers that are not fulfilled following the expiry of the Offer Period. The User remains solely responsible for canceling any Offer that has not been fulfilled following the expiry of the Offer Period.

If the Offer submitted by the User is for the purchase of Fan Tokens, the Provider charges an additional trading margin to cover any short-term price movements (“Trading Margin”). The Trading Margin is disclosed separately and refunded to the User if unused.

Before the Offer is submitted by the User, Fees applying to the Offers are displayed to the Users on the Socios Marketplace.

 

5.1.3. Temporary Lockup

 

Once the User has submitted an Offer, the Purchase Price including the Trading Margin (Fan Token purchase) or the Fan Token that are offered by the User (Fan Token sale) will be temporarily locked until the Offer is either accepted or declined. The User will therefore not be able to transfer Chiliz Tokens or Fan Tokens that are tied up in an Offer.

The User further understands and acknowledges that when submitting an Offer on the Socios Marketplace, there is no guarantee that the Offer will be fulfilled and that such Offer may remain pending in certain instances, including but not limited to, in the event of a price fluctuation of the Fan Token which is the subject of such Offer. In such instances, the User may check the status of the Offer which will be displayed on the transaction history page, following which the User may proceed to cancel the Offer and resubmit the same.  The Provider does not accept responsibility for Offers that are not matched due to a price fluctuation or any technical issue (“Unmatched Offers”). The Provider excludes any liability whatsoever arising out of or resulting from any Unmatched Offer, or out of the difference between the price of the Unmatched Offer and the higher price of the similar Offer the User has submitted subsequently.

5.1.4. Acceptance/ Matching of Offers

 

When the Offer is accepted, the respective amount of Fan Tokens will be either credited onto (when you buy) or debited from (when you sell) the User’s Token Wallet.

The Provider shall charge any Fees applicable to the User, when the Offer is accepted.

 

5.2. CHILIZ EXCHANGE

 

Once the Fan Token Offering is concluded, the Fan Token will be listed on the centralized exchange platform Chiliz.Net which is operated by Entertainment Trading Technologies Limited and accessible via https://www.chiliz.net (“Chiliz Exchange”). Once the Lockup Period has ended, the Fan Token that were purchased during the Fan Token Offering Period can be transferred to the Chiliz Exchange where they can be sold to other participants.

Since the Provider is not involved in the operations of the Chiliz Exchange, the Provider does not guarantee that the User will be able to create a user account on the Chiliz Exchange or sell the Fan Token that are held thereon. The Provider does not assume any responsibility or liability for the availability or proper functioning of the Chiliz Exchange.The User understands and acknowledges that the User does not purchase the right to trade Fan Token on the Chiliz Exchange by participating in the Fan Token Offering.

 

6. REMOVAL OF FAN TOKEN

 

6.1. FAN TOKEN REMOVAL

 

The Provider, the Operator, the collaborating Partner or any other third party reserve their right to remove any Fan Token from any digital interface, temporarily or permanently, at any time and without prior notice to the User, if such a removal is reasonably required to comply with any contractual or regulatory obligations (“Token Removal”). The User therefore understands and acknowledges that there is no guarantee that Fan Tokens will remain available after the Fan Token Offering. In no case shall the Provider be held liable for any losses, expenses or any other damages incurred by the User as a result of a Token Removal.

 

6.2. IMPACT OF FAN TOKEN REMOVAL

 

In case of a Token Removal, the User may lose the ability to use the Token Functionalities that have been added to the Fan Token by the Provider. Furthermore, the User loses the ability to transfer Fan Token to his User Wallet or make use of the Exchange Services. If the User holds Fan Token on the User Wallet at the time of the Token Removal, the User will be able to transfer the Fan Token to another compatible wallet address outside of the Platform. In case of a permanent removal, the Operator may set a deadline for the transfer after which any Fan Tokens held by the User on the User Wallet are destroyed.

 

7. COLLECTIBLE TOKENS

 

A Collectible Token is a limited-edition blockchain-based token generated by the Provider that exists on the Chiliz Sidechain and displays an artwork (in any form or media, including, without limitation, video or photographs) created in cooperation between the Provider and its Partners (“Artwork”) which incorporates the Provider’s, affiliated entities’ and Partners’ intellectual property rights as well as third-party rights.

 

7.1. ACCESS TO COLLECTIBLE TOKENS

 

From time to time, the Provider may generate Collectible Tokens, which are made available on the Platform and can be acquired by Users active on Surveys as well as certain features of the Platform in accordance with the Platform Terms.

 

7.2. NATURE OF COLLECTIBLE TOKENS

 

Collectible Tokens are non-fungible (unique) blockchain-based tokens that are designed to provide entertainment value in obtaining and holding them. Collectible Tokens do not grant their holders voting rights. The market value of a Collectible Token (if any) may vary and the Provider does not and cannot guarantee the market value of such Collectible Token. Collectible Tokens exist by virtue of the ownership record maintained in the applicable ledger. Upon receipt of a Collectible Token, the User agrees to comply with all the terms, including the Restrictions detailed in Section 7.5. below.

 

7.3. NO OWNERSHIP RIGHTS

By receiving and holding a Collectible Token on the Token Wallet, the User does not become the owner of the Artwork or the intellectual property rights contained therein. The intellectual property rights of the Provider, affiliates and Partners and any third-party rights that are incorporated in the Artwork and represented by the Collectible Token are not transferred to the User as the recipient of the Collectible Token.

As long as the User complies with these Terms, the Provider hereby grants to the User, solely for so long as the User is the holder of the Collectible Token, an exclusive, transferable, non-sublicensable, worldwide license to access, use and display the Artwork and the rights incorporated using the Collectible Token, solely for personal, non-commercial purposes (“License”).

 

7.4. TRANSFER TO THIRD PARTY

 

As the holder of a Collectible Token the User may transfer the Collectible Token, at the User’s exclusive cost and responsibility, to a third party on any compatible third-party platform. However, the License granted to the User as described herein will immediately terminate upon the transfer (via sale, donation or otherwise). The License will also immediately terminate if the User breaches these Terms and the Provider may forfeit any Collectible Token held in the User’s Token Wallet as a consequence of such breach.

 

7.5. RESTRICTIONS

 

Except as otherwise expressly set forth within these Terms, Users who receive or hold Collectible Tokens do not have or receive any ownership rights in:

 

8. SOCIOS UNITED FAN TOKEN

 

8.1. SOCIOS UNITED FAN TOKEN : DEFINITION

 

Socios United Fan Token (“SSU Tokens”) shall refer to a non-tradeable utility token issued and stored by the Provider as set forth within these Terms. SSU Tokens enhances the engagement on the Socios.com Platform while being collected and used by users on the Platform in accordance with the Platform Terms.

 

8.2. SOCIOS UNITED FAN TOKEN: ISSUANCE

 

The total amount of SSU Tokens that is generated by the Provider is fixed. The provider may decide to generate additional SSU Tokens at its sole discretion. The Users understand that SSU Tokens are non-tradeable on the Platform or on the Chiliz Exchange.

8.3. SOCIOS UNITED FAN TOKEN: CUSTODY

 

SSU Tokens are stored in the Token Wallet of the User.

 

8.4. SOCIOS UNITED FAN TOKEN: COLLECTION, USE AND PURPOSE

 

SSU Tokens can be collected by performing eligible tracked in-app actions on the Socios App, interaction with Platform and use of features in accordance with the separate Platform Terms. Also, SSU Tokens can be used on the Socios App and the Platform through certain Features to redeem certain rewards in accordance with the separate Platform Terms.

9. COMPETITION FAN TOKENS

9.1. COMPETITION FAN TOKEN : DEFINITION

 

Competition Fan Tokens (“Competition Fan Tokens”) shall collectively refer to branded Fan Tokens related to the following Union Des Association Européennes De Football (“UEFA”) men’s football club competitions (each a “Competition” and jointly the “Competitions”):

  1. a) The UEFA Champions League;
  2. b) The UEFA Europa League; 
  3. c) The UEFA Europa Conference League; and
  4. d) The UEFA Super Cup.

 

The Competition Fan Tokens are utility tokens issued and stored by the Provider as set forth within these Terms. Each of the Competition Fan Tokens are issued at the Provider’s sole discretion, and no correspondence will be entered into in relation thereto. There is no financial value directly attached to the Competition Fan Tokens. The Competition Fan Tokens are non-tradeable and cannot be bought, sold, transferred or disposed of in any manner whatsoever. Competition Fan Tokens enhance the engagement on the Socios.com Platform of Users who hold a Fan Token of clubs which are, within the respective football season then in force, participating in the Competitions, and subject to the terms set out herein. Any and all terms related to the Competition Fan Tokens may be amended at any time at the Provider’s sole discretion.

By redeeming and holding a Competition Fan Token in the Token Wallet, the User does not become the owner of any intellectual property rights contained therein. The intellectual property rights of the Provider, affiliates and Partners and any third-party rights that are incorporated in the Competition Fan Token are not transferred to the User as the holder of the Competition Fan Token.

9.3. COMPETITION FAN TOKEN: CUSTODY

 

The Competition Fan Tokens are stored in the Token Wallet of the User.

9.4. COMPETITION FAN TOKEN: REDEMPTION, USE AND PURPOSE

 

  1. a) The Competition Fan Tokens will be issued on a football-season by season basis (as determined by the Provider at its sole discretion) and may be redeemed and remain valid for a period as determined by the Provider (the “Validity Period”). For the avoidance of doubt, all Competition Fan Tokens will be retrieved from the Token Wallet and collected by the Provider upon the expiration of the Validity Period.
  2. b) Users holding Fan Tokens of Partners participating in any of the Competitions shall be eligible to receive Competition Fan Tokens, subject to further terms as determined by the Provider.
  3. c) Irrespective of the number of Fan Tokens of different Partners participating in the Competitions that a User holds, each User shall at all times only be entitled to redeem and/or hold one (1) Competition Fan Token relating to the respective Competition. By way of example and for the sake of clarity, in the event that a User holds: (i) two (2) or more Fan Tokens of a variety of Partners which are all participating in the Champions League, such User shall only be eligible to redeem one (1) Champions League Competition Fan Token; or (ii) five (5) Fan Tokens of a variety of Partners which are all participating in the Europa League, such User shall only be eligible to redeem one (1) Europa League Competition Fan Token.
  4. d) Following redemption of their Competition Fan Token, Users may sell their Partner-branded Fan Tokens and still be entitled to retain the Competition Fan Token previously redeemed until the expiry of the Validity Period.
  5. e) For Users to be able to redeem a Competition Fan Token, Users must provide their consent for their details (full name, email address and country) to be shared with UEFA, following which UEFA may exploit such personal data for its own independent marketing purposes. It is hereby being understood and acknowledged that the consent as mentioned in the foregoing shall only be provided by the User on a voluntary basis and such User may opt not to provide such consent.
  6. f) The Competition Fan Tokens will provide Users holding the same with access to exclusive UEFA rewards, benefits and rights as decided at the Provider’s sole discretion from time to time. Users hereby understand and acknowledge that any rewards, benefits and rights offered in connection with the Competition Fan Tokens may be subject to change or cancellation if the same cannot be delivered or distributed for any reason whatsoever, including but not limited to, a Force Majeure Event. In the event of a change or cancellation as outlined in the foregoing, the Provider shall have no liability whatsoever towards Users in such respect, and no compensation shall be due by the Provider to Users.

 

10. DATA PROTECTION AND PRIVACY

 

10.1. GENERAL

 

When the User makes use of the Token Wallet or participates in a Fan Token Offering, the Provider will get access to various types of Personal Data that will be processed by the Provider as further described in the Privacy Policy of the Operator available HERE (“Privacy Policy”).

 

10.2. ACCOUNT AND TRANSACTION DATA

 

The Provider has the right to keep and use the transaction data or other information related to the Token Wallet of the User for as long as the Socios Account is active, as well as for as long as the storage has a legal basis. This is required to ensure that the Provider can fulfill its contractual obligations under these Terms. By accepting these Terms, the User acknowledges that the Chiliz Sidechain is immutable and that the Provider is not able to delete the transaction data of the User from the blockchain.

10.3. DISCLOSURE TO COLLABORATING PARTNERS

 

The User understands and acknowledges that the Provider processes (personal) data directly or in conjunction with other Affiliates and/or transfers such (personal) data to third-party including Partners in compliance with the Applicable Laws and in accordance with the Privacy Policy.

 

11. VIOLATION OF TERMS OR REGULATION

 

In the event that the Provider discovers, at any time after the acceptance of these Terms, that the participation of the User in the Fan Token Offering is in violation of these Terms or any applicable laws and regulations, the purchase of Fan Token by the User will be regarded as invalid and/or void ab initio. The User understands and acknowledges that the Provider shall not be obliged to deliver any Fan Token to the User and shall have no obligation in any form or manner whatsoever in respect of such attempted purchase.

 

 

There are various risks in connection with the use of the Token Wallet and the participation in the Fan Token Offering as described herein. The User should carefully consider and evaluate each of the following risk factors and all other information contained in the Terms before deciding to purchase and use Fan Tokens. By accepting these Terms, the User understands and acknowledges in particular the following risks:

▪ Third Party Risks: The Provider collaborates with third parties such as the Operator and the cooperating Partner to manage and operate the Fan Token Offering and provide the Token Functionalities. The User understands and acknowledges that the Partnership Agreements between the Provider and the cooperating Partners do not remain in effect in perpetuity, that the operation of the Platform may be discontinued for any reasons whatsoever, and that the Fan Token may consequently lose its intended usability.

▪ Risk of Software Weaknesses: The User understands and acknowledges that complex software such as the Smart Contract System, the Chiliz Sidechain, the Platform, and all other software applications that are used for the Fan Token Offering are never entirely free from defects, errors, bugs, and security vulnerabilities, and that the Provider therefore does not warrant that the Fan Token Offering or the Fan Token will be free from defects, errors, and bugs. If any issues or problems arise in connection with the participation in the Fan Token Offering, it may take days, weeks or months to resolve, and some issues may not be resolved at all.

▪ Risk of Transaction Verification: The User understands and acknowledges that the allocation of Fan Token after the Fan Token Offering and/or any subsequent transaction of Fan Token may be delayed or not be executed due to the transaction volume on the Chiliz Sidechain, mining attacks and/or similar events.

▪ Risk of Upgrade to Ethereum 2.0: The User understands and acknowledges that the Ethereum community is currently planning an upgrade of the Ethereum blockchain to Ethereum 2.0 and that as part of this upgrade or any subsequent release, hotfix or upgrade of the Ethereum blockchain, the Chiliz Sidechain may suffer from setbacks which may cause, inter alia, a complete loss of the Fan Token.

▪ Regulatory Risk: The User understands and acknowledges that DLT technology allows for new forms of interaction and that certain jurisdictions may apply existing regulations or introduce new regulations that may result in a Token Removal, a substantial modification of the Fan Tokens, limitations or restrictions on Token Functionalities or a complete loss of Fan Tokens.

▪ Risk of Legal Qualification: The User understands and acknowledges that Fan Tokens are a relatively new phenomenon and that no relevant prejudices regarding their qualification or legal treatment are available. Therefore, the risk remains that a court in any jurisdiction may conclude that the Fan Token Offering and/or the issuance of Fan Token are in violation of statutory law.

▪ Risk of Loss of Private Key: If Fan Tokens are removed from the User Wallet, they can only be accessed by using a compatible wallet with a combination of the User’s account information and private key. The User understands and acknowledges that if his private key gets lost or stolen, the Fan Token will be unrecoverable and will be permanently lost.

▪ Risk of Attacks: The User understands and acknowledges that, as with other DLT networks, the Chiliz Sidechain is susceptible to attacks, including but not limited to, denial of service attacks, exploits of consensus nodes, and byzantine attacks on the consensus nodes. Any successful attacks present a risk to the Smart Contract System, expected proper execution and sequencing of Fan Token transactions, and expected proper execution and sequencing of contract computations.

▪ Risk of Depreciation: The User understands and accepts that with regard to the Fan Tokens, no market liquidity may be guaranteed and that the value of the Fan Tokens (if any) may experience extreme volatility over time or depreciate in full. Trading of Fan Tokens merely depends on the consensus on its value between the relevant market participants, and no one is obliged to purchase any Fan Tokens from any holder, including the User, nor does anyone guarantee a market price for Fan Tokens at any time.

The User understands and acknowledges that the risks listed above are borne exclusively by the User, that the User cannot pass on the consequences of a realization of these risks to the Provider, the Operator, the collaborating Partner, or any other third party and that the Purchase Price will not be refunded to the User if any of these risks are realized.

 

13. REPRESENTATIONS OF USER

 

By accepting these Terms, participating in the Fan Token Offering and purchasing Fan Token from the Provider, the User represents and warrants that:

  1. a) the User has read and understood these Terms in their entirety;
  2. b) the User is not a citizen or resident of an Excluded Jurisdiction;
  3. c) the User is not a resident or citizen of, or located in, a geographic area that is subject to UN-, US-, EU-, Swiss or any other sovereign country’s sanctions or embargoes;
  4. d) the User is not being listed, or associated with any person or entity being listed, on any of the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List, the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or the Swiss SECO’s Overall List of Sanctioned Individuals, Entities and Partners;
  5. e) any funds used to pay the Purchase Price are (i) good, clean, clear and are of non-criminal origin; (ii) completely free and clear of any liens or encumbrances of any kind of any rights of third-party interests; and (iii) have no origins that may be connected to any breach of money laundering regulations whatsoever, as defined in the jurisdiction of origin, or internationally;
  6. f) the User is of a sufficient age to legally obtain Fan Token in the User’s jurisdiction and does not act on behalf of any third party;
  7. g) the User is not purchasing Fan Token for the purpose of speculative investment but to build a connection with the collaboration Partner and to use the Fan Token as further described herein;
  8. h) the User understands that the addition of Token Functionalities to the Fan Token by the Provider is not guaranteed and that the Fan Token might consequently not provide the User with any Token Functionalities at all;
  9. i) the User understands that he may lose the ability to use the Token Functionalities or trade the Fan Token in case of a Token Removal;
  10. j) the User understands that the Fan Token do not represent or constitute any ownership rights or stake, shares or security or equivalent rights in the Provider, the Operator, or collaborating Partner and do not convey any rights to receive or participate in future profits, revenue streams, or proceeds that are related to the activities the Provider, the Operator, or the collaborating Partner;
  11. k) the User understands that the Fan Token do not create or confer any enforceable contractual or other obligations against the Provider, the Operator, or the collaborating Partner and that the Fan Token do not grant to the User any license or right of any nature with respect to any intellectual property rights, rights of publicity, or equivalent rights in or related to the collaborating Partner or any of its affiliates;
  12. l) the User understands that with regards to Fan Token, no market liquidity (including the existence of a marketplace where Fan Token can be transferred) may be guaranteed and the value of Fan Token (if any) may over time experience extreme volatility or depreciate in full;
  13. m) the User waives the right to participate in a class action lawsuit or a class wide arbitration against the Provider, the Operator, the collaborating Partner or any entity or individual involved in the Fan Token Offering or the operation of the Platform; and
  14. n) the User will not hold the Provider, the Operator, the collaborating Partner, or any other party liable for any tax liability associated with the User’s participation in the Fan Token Offering or any participation in secondary market activities of Fan Tokens and/or Digital Collectibles.

14. EXCLUSION OF WARRANTY

 

The User understands and acknowledges that there is no warranty whatsoever on the Fan Token, the Smart Contract System and/or the success of the Fan Token Offering, expressed or implied, to the extent permitted by law, and that the Fan Token are obtained at the sole risk of the User on an “as is” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose.

The User further understands and acknowledges that the Platform, the Chiliz Wallet and the Chiliz Exchange are not operated by the Provider and that the Provider does not offer any warranties regarding their use.

 

15. LIMITATION OF LIABILITY

 

The Provider shall only be liable to the User for damages caused by gross negligence or wilful misconduct. The liability for slight negligence, indirect damages as well as for auxiliary persons is excluded. The aggregate liability of the Provider, in tort, contract or otherwise, arising out of or in connection with the purchase of, use, receipt or holding of Tokens by the User shall be limited to the overall Purchase Price paid by the User.

Notwithstanding the above, nothing in these Terms will:

 

16. INDEMNITY

 

To the maximum extent permitted by the applicable law, the User shall indemnify, defend, and hold the Provider harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by the User or any third party against the Provider arising out of a breach of any warranty, representation, or obligation by the User hereunder.

 

17. TERMINATION

 

The User may only deactivate the Token Wallet by requesting closure of the Socios Account by contacting the customer support center of the Operator as indicated in the Platform Terms. The User understands and acknowledges that the Provider will not be able to access the User Address after the deactivation of the Token Wallet and will not be able to provide access to any Fan Tokens that are held on the User Address at the time of deactivation. The provisions that by their nature are intended to survive the deactivation of the Token Wallet shall so survive.

 

18. SIMULTANEOUS TERMINATION OF ALL AGREEMENTS

 

The User hereby understands, acknowledges and accepts that in the event that that there exist grounds for termination of either: (i) these Terms; or (ii) the Platform Terms; or (iii) Chiliz Wallet Terms, or (iv) any other terms or contractual relationships which the User enters into related to the Platform ((i), (ii), (iii) and (iv) shall be referred to as the “Global Terms of Use”); and any of the Global Terms of Use are consequently terminated for whatever reason, all other Global Terms of Use shall be automatically terminated in a simultaneous manner.

 

19. MISCELLANEOUS

 

19.1. CHANGE OF TERMS

 

The Provider reserves the right to change or amend these Terms from time to time. In this case, the Provider will inform the User about such changes, for example by publishing a notice on the Platform or sending an email notice together with the updated Terms. The provider will further change the “Last Updated” date at the top of these Terms. To the extent permissible by law, any amended Terms shall become effective and deemed accepted immediately if the User continues making use of the Services after the publication of such notice.

 

19.2. ENTIRE AGREEMENT

 

These Terms contains the entire agreement between the User and the Provider with regard to the subject matter regulated herein and supersede all previous written or oral communication between the User and the Provider as well as any public statements about the Fan Token offering made by anyone in the past, present, and future.

 

19.3. SEVERABILITY

 

The User agrees that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

 

19.4. NO ASSIGNMENT

 

The User shall have no right to assign or transfer its rights and obligations under these Terms, either as a whole or in part, to any third party without the prior written and express consent of the Provider. The User and the Provider agree that any assignment or transfer in violation of this provision shall be null and void.

 

19.5. PREVAILING LANGUAGE

 

These Terms are made available to You in various languages. To the extent permitted under the applicable laws, only the English language version of these Terms is binding. Shall the former be restricted to any extent under the applicable laws, the English language version of these Terms shall in any event prevail.

 

19.6. FORCE MAJEURE

 

If an event that is caused by an impediment beyond the Provider’s control that (i) occurs after the acceptance of these Terms and (ii) could not have reasonably been foreseen by the Provider at the acceptance of these Terms (“Force Majeure Event”) prevents the Provider from fulfilling its obligations under this Agreement, the Provider shall be relieved of those obligations.

 

19.7. CLASS ACTION WAIVER

 

To the fullest extent permitted by applicable law, the User waives the right to participate in a class action lawsuit or a class-wide arbitration against the Provider, the Operator, the collaborating Partner, or any individual or entity involved in the Fan Token Offering or Platform operations as provided herein.

 

19.8. APPLICABLE LAW

 

These Terms shall be governed by and construed in accordance with Swiss law, excluding the Swiss conflict of law rules. The application of the United Nations Convention for Contracts for the Sales of Goods is hereby expressly excluded.

 

19.9. ARBITRATION

 

Any dispute, controversy or claim arising out of or in relation to this Agreement, including the validity, invalidity, breach or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers’ Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be one. The seat of the arbitration shall be Zurich. The arbitral proceedings shall be conducted in English.

Within 15 days from receipt of the Notice of Arbitration, the Respondent shall submit to the Secretariat an Answer to the Notice of Arbitration together, in principle, with any counterclaim or set-off defense. The time-limit with respect to the designation of an arbitrator shall be 15 days. If the circumstances so justify, the Court may extend or shorten the above time-limits. The Expedited Procedure shall apply.

Notwithstanding the above, the Parties may agree at any time to submit the dispute to mediation in accordance with the Swiss Rules of Commercial Mediation of the Swiss Chambers’ Arbitration Institution.

Without prejudice to the above, the User may bring a claim to enforce consumer protection rights in connection with these Terms in Switzerland or their country of domicile.

For European Users, the European Commission provides You with another option for raising a dispute via an online dispute resolution platform, which you can access HERE.

 

20. TERMS OF USER APPLICABLE TO ARGENTINIAN USERS

 

Notwithstanding any other provisions in these Terms, the following provisions apply to the Users residing in Argentina.

 

20.1. Waiver of withdrawal period

 

Pursuant to article 1116 of the Argentine Civil and Commercial Code, you specifically agree that any Token Sale and other Services provided will be considered final and not subject to any withdrawal period.

 

20.2. Dispute Resolution

 

Argentinian users may bring a claim to enforce consumer protection rights in connection with these Terms in Malta or in Argentina.

 

20.3. Taxes

 

The Purchase Consideration that You transfer as payment for Your purchase of Tokens shall be net of any Argentine taxes that may be applicable to your purchase of, receipt, trading and holding of Tokens in any jurisdiction (“Payable Tax”). Any and all payments by or on account of Purchase Consideration shall be made free and clear of and without deduction or withholding for any Payable Tax, except as required by applicable law. If You are required by applicable law to deduct or withhold any Payable Tax from the Purchase Consideration, then:

(i)  the amount of Purchase Consideration shall be increased so that after all such required deductions or withholdings are made (including deductions or withholdings applicable to additional amounts payable under this Section), the Socios receives an amount equal to the Purchase Consideration that would have been received had no such deduction or withholding been made, and

(ii)  You shall make such deductions or withholdings and timely pay the full amount deducted or withheld to the relevant tax authority in accordance with applicable law.

You shall be responsible for determining any value-added tax (“VAT”) on the Purchase Consideration and timely reporting and remitting the correct amount of VAT to the appropriate tax authorities.

The Socios shall not be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting, and remitting the correct amount of Payable Tax to the appropriate tax authorities on Your behalf. You shall be liable to assess the appropriate amount of Payable Tax (including VAT) due by You pursuant to the applicable rules to convert the Purchase Consideration to the currency that is legal tender in Your country.  You shall be liable to pay any Payable Tax due by You, including but not limited to income taxes that may be levied on any gains resulting from such conversion, if appropriate.

You shall hold the Socios harmless from and against any amount of Payable Tax that is required to be paid by You on behalf of the Socios, and any penalties, fines, orders or administrative sanctions (and any costs and expenses, including reasonable attorney’s fees, costs and other reasonable out-of-pocket expenses incurred in connection with the enforcement of any rights under this Section 27.3 in connection therewith) resulting from or arising out of any failure by You to pay any Payable Tax when due.

 

 

CHILIZ WALLET TERMS

 

Preamble

 

These Terms of Use for the Chiliz Wallet on the Socios Account (“Chiliz Wallet Terms”), which may be amended from time to time, govern the use of the Chiliz Wallet by the user (“User” / “You” / “Your”). Please read these Chiliz Wallet Terms carefully before you use any of the services described herein. By clicking the “Accept” button, you agree to be bound by these Chiliz Wallet Terms and all other terms that are incorporated by reference.

 

1. CLARIFICATION OF CONTRACTUAL RELATIONSHIPS

 

Socios Entertainment OÜ, a private company limited by shares incorporated in Estonia with company registry code 14618146 (“Custodian”) operates a custodial digital wallet that allows users to store Chiliz Tokens ($CHZ) (“Chiliz Wallet”). The Chiliz Wallet is a backend-only application and can only be accessed via third-party applications and platforms which have integrated the Chiliz Wallet API.

The “Chiliz Token” is a blockchain-based token based on the ERC-20 token standard of the Ethereum blockchain, or any other protocol as may be determined by us, that was generated and issued by HX Entertainment Limited domiciled in Malta (“Issuer”). The Chiliz Token is the official currency powering the digital fan engagement platform “Socios.com” (“Platform”).

The Platform is operated by Socios Services Limited, a limited liability company incorporated in Malta with company registration number C91496 (“Operator”). The Platform, accessible via mobile application, web app, or any other medium at the sole discretion of the Operator, enables its users to create a personal user account to buy, access, sell, and use blockchain-based assets that are generated and sold by third parties. The Operator has integrated the Chiliz Wallet API to enable its users to access their Chiliz Wallet from within the Platform. The use and/or access to the Platform is subject to a separate contractual relationship with the Operator.

By accepting these Chiliz Wallet Terms and making use of the Chiliz Wallet, the User understands and acknowledges that these Chiliz Wallet Terms are binding between the User and the Provider only and that the Operator is not a party to these Terms. This means, in particular, that the Operator does not operate the Chiliz Wallet in which the Chiliz Tokens are held, and does not assume any responsibility or liability with regard to the subject matter described herein.

 

2. CUSTODIAN SERVICES

 

2.1. OPERATION OF CHILIZ WALLET

 

2.1.1. Overview

 

The Chiliz Wallet is a custodial blockchain wallet that enables the User to hold Chiliz Tokens designated with the unique ticker $CHZ only. The Chiliz Wallet does not enable the User to hold Ether (ETH) or other blockchain-based assets that are compatible with the Ethereum blockchain.

 

2.1.2. Chiliz Wallet API

 

The Chiliz Wallet is a backend-only application that is operated by the Custodian. Since the Chiliz Wallet does not have a dedicated user interface, the Custodian has created a private API (“Chiliz Wallet API”) that allows selected third parties to integrate the Chiliz Wallet into their own applications and platforms. By accepting these Chiliz Wallet Terms, the User acknowledges that the Chiliz Wallet can only be accessed via third-party applications and platforms (“Supported Platform(s)”) and that the Custodian does not guarantee that any third party will integrate, or continue to integrate, the Chiliz Wallet API into their Supported Platform.

 

2.1.3. Access via Platform

 

Since the Platform is currently the only Supported Platform that has integrated the Chiliz Wallet API, the Chiliz Wallet can presently only be accessed via the Platform. To make use of the Chiliz Wallet as described below, the User is required to create a personal user account on the Platform (“Socios Account”). The creation and use of the Socios Account are subject to the separate terms and conditions of the Operator which are available HERE (“Platform Terms”).

 

2.1.4. Availability

 

The User acknowledges that access to the Chiliz Wallet will be available to the User as long as the User has access to the Supported Platforms, the operation of which the Provider has no control over. Where the User has been denied or terminated access to the Supported Platforms, the User will be unable to access the Chiliz Wallet. In the latter case, where there are no legal or regulatory restrictions for delivery of the Chiliz Tokens to the User, the User may request that the Chiliz Tokens be transferred to a third party wallet.

 

2.2. CREATION OF CHILIZ WALLET

 

2.2.1. Overview

 

To make use of the Chiliz Wallet, the User must create an account with the Operator on the Platform.

 

2.2.2. Eligibility Requirements

 

To be eligible for a Chiliz Wallet, the User must meet the Socios Account registration and eligibility requirements as outlined in the Platform Terms (“Eligibility Requirements”).

 

2.3. PROVISION OF CHILIZ WALLET          

 

Each User’s Chiliz Wallet bears a blockchain address associated with it. The User information is collected upon the User creating a Socios Account, upon which occurrence a Chiliz Wallet is automatically assigned to the User. The Custodian reserves its right to request additional personal information from the User. If the User does not provide such additional personal information required by the Custodian to fulfill their respective contractual or regulatory obligations, the Custodian has the right to disable the access to the User’s Chiliz Wallet.

 

2.3.1. Chiliz Balance

 

The Chiliz Wallet displays the balance of Chiliz Tokens (“Chiliz Balance”) held by the User.

2.3.2. Transaction History

 

The Chiliz Wallet includes a transaction history that contains all incoming and outgoing transactions of the User (“Transaction History”). The User understands and acknowledges that the Transaction History is a complementary part of the Chiliz Wallet service. Therefore, the Custodian shall use commercially reasonable efforts to assure that the information contained in the Transaction History is accurate and reliable. However, errors can sometimes occur and such errors shall not be considered as a breach of the contractual service standard to be provided under the Chiliz Wallet Terms.

 

2.4. CUSTODIAL SERVICES

 

2.4.1. Overview

 

The User understands and acknowledges that the Custodian does not segregate the Chiliz Tokens of the different users on-chain but stores them on one or more public Ethereum addresses that are owned by the Custodian (“Storage Addresses”). The private keys (“PIK”) of the Storage Addresses are under the control of the Custodian and will not be communicated to the User under any circumstances.

 

2.4.2. Custodial Appointment

 

By accepting these Chiliz Wallet Terms, the User appoints the Custodian to act as the custodian of all Chiliz Tokens that are the subject of a transaction of the User. The Custodian accepts such appointments and the obligations, duties, and responsibilities set out in these Chiliz Wallet Terms.

 

2.4.3. License

 

The Custodian holds a virtual currency service provider license from the Republic of Estonian Financial Intelligence Unit and operates under license number FVT000073.

 

2.5. CHILIZ WALLET FUNDING AND TRANSFERS

 

2.5.1. The User may top-up the Chiliz Wallet in any of the following ways:

(i) transfer of Chiliz Tokens purchased from an authorized third-party exchange from an external wallet to the User’s Chiliz Wallet;

(ii) purchase of Chiliz Tokens on the Platform; or

(iii) obtain Chiliz Tokens through the redemption of vouchers or through the Token Hunt feature (as defined in the Platform Terms) which are automatically stored in the Chiliz Wallet.

2.5.2. The User is required to carefully follow the transfer instructions provided by the Custodian. The Custodian reserves the right to investigate the source of any Chiliz Token that is sent to the Chiliz Wallet and to determine, at its sole discretion, how to handle its disposition.

2.5.3. The Custodian reserves the right to deny or suspend the execution of a transaction request if such action is reasonably required to comply with any contractual or regulatory obligations.

 

2.5.4. Disclaimer

2.5.4.1 The Chiliz Wallet address cannot receive and/or hold Ether (ETH) and other blockchain-based assets that are compatible with the Ethereum blockchain or otherwise (“Unsupported Assets”), other than Chiliz Tokens. Under no circumstances should a User attempt to use the Chiliz Wallet to store, send, request or receive Unsupported Assets. The Custodian assumes no responsibility or liability in connection with any attempt of a User to use the Chiliz Wallet for Unsupported Assets. The User acknowledges and agrees that the Custodian bears no responsibility and is not liable for any Unsupported Asset that is sent to the Chiliz Wallet, including but not limited to, the loss of any such Unsupported Asset.

2.5.4.2 The User understands and acknowledges that all transactions are executed at the sole risk of the User. If the User enters the incorrect wallet address, both for an outgoing or an incoming transaction, the Chiliz Token will be irrevocably lost. The Custodian does not guarantee the identity of any receiver, requestee or other third party and the Custodian will have no liability or responsibility for ensuring that the information the User provides is accurate and complete. The Custodian shall not be responsible for incorrectly provided addresses and any damages or losses sustained by the User as a consequence thereof.

2.5.4.3 All transactions may be subject to limits which are outlined in the Platform Terms.

2.7. SUPPORT SERVICES

The User shall be provided with support services that are required to access the Chiliz Wallet (“Support Services”). All Support Services are provided on a best effort basis. The Custodian does not guarantee that the Support Services will be available to the User free of errors or that the issue of the User will ultimately be solved by the Custodian.

 

3. USER IDENTIFICATION PROCEDURE

 

As part of its due diligence and user verification procedures, the Custodian may require the User to furnish such documents and information (and which may include photographs and/or videos evidencing the existence of such documents and information) so as to prove the User’s identity, residency, status, source of funds, source of wealth and/or eligibility to make use of the Chiliz Wallet. The Custodian reserves the right, in its sole and absolute discretion, to block a User’s access to the Chiliz Wallet if the User is unable to furnish such documents or information to the Custodian’s sole and absolute satisfaction or as required by any other service provider operating on the Platform. Only Users who have successfully satisfied the User verification procedure and due diligence procedures, to the Custodian’s sole and absolute satisfaction (or to the satisfaction of any other entity providing services on the Platform), shall be eligible to utilize the Chiliz Wallet.

The Custodian is permitted to retain the originals or copies of the documents and information used for the due diligence and user verification procedures for as long as permitted under the applicable statutory requirements.

 

4. CHILIZ WALLET SECURITY 

 

4.1. RESPONSIBILITY OF USER

 

The Custodian is committed to maintain the security of the Chiliz Wallet to safeguard the Chiliz Tokens that are held thereon and has implemented industry standard protection for this purpose. However, the User is fully responsible for the security of the access credentials that are required to get access to the Socios Account and hence the Chiliz Wallet, as well as the personal devices on which the Chiliz Wallet is accessible.

The User understands that all actions taken on the Chiliz Wallet will be deemed as actions that are performed by the User and acknowledges that the Custodian assumes no responsibility or liability for any loss or damages caused by the authorized or unauthorized use of the access credentials or personal devices of the User as outlined in the foregoing, unless the security of the access credentials is compromised due to the willful misconduct or gross negligence of the Custodian. If the User loses a personal device or is concerned that the account on the Socios Platform has been compromised, the User shall immediately notify the Custodian via reports@chiliz.com. The User may elect to set up an additional password to transfer Chiliz Tokens out of the Chiliz Wallet in order to increase security (“Withdrawal Password”). If the User loses the Withdrawal Password,  the Custodian will assist to reset it however cannot guarantee when such reset process is completed and therefore, the Custodian does not assume liability for such direct or indirect losses occasioned by the User as a result of losing such Withdrawal Password.

 

4.2. DISCLAIMERS

 

To the maximum extent permitted by applicable laws, regulations, and rules, and except as otherwise provided in these Chiliz Wallet Terms, the Custodian hereby expressly disclaims its liability and shall in no case, unless the damage was caused by the Custodian intentionally or as a result of gross negligence, be liable to any person, including but not limited to, for:

 

4.3. SUSPENSION, LOCKING, FREEZING AND CONFISCATION

 

The Custodian explicitly reserves its right to suspend the access to the Chiliz Wallet of the User and/or lock, freeze or confiscate the Chiliz Tokens of the User, at any time and without notice, if the Custodian sees it necessary to protect the interest of the User, the Custodian or any third party offering services on the Platform, if any relevant authority so requests, or if the Custodian reasonably suspects:

If the Custodian suspends the Chiliz Wallet or locks the Chiliz Tokens of the User on a temporary basis, such suspension or lock may remain in effect until such time as the ground for such restriction is extinct and/or resolved to the Custodian’s full satisfaction.

The Custodian is not responsible for any losses, whether direct or indirect, that the User may incur as a result of the Custodian’s compliance with applicable laws and regulations or any writ of attachment, lien, levy, subpoena, warrant, or other legal order. The Custodian is further not liable for damages caused by or related to any suspension of the Chiliz Wallet and is not required to repay the purchase price or reimburse the market value for any Chiliz Tokens that are confiscated, frozen or handled in any other manner as described above by the Custodian.

 

5. USER OBLIGATIONS

 

5.1. COMPLIANCE WITH THE CHILIZ WALLET TERMS

 

The User is required to comply with these Chiliz Wallet Terms at all times. Any failure to comply with these Chiliz Wallet Terms or any provision herein qualifies as a breach of contract that allows the Custodian to terminate the Chiliz Wallet as described herein.

 

5.2. PAYMENT OF ADMINISTRATIVE FEE

 

Whilst the Custodian Services are provided to the User without charge, the Custodian reserves the right to charge a monthly administrative fee in the amount of five (5) EUR worth of Chiliz Tokens (or any amount as may determined and amended from time to time at the Custodian’s sole discretion) if the account on the Socios Platform of the User is inactive for a period of twelve (12) consecutive months (“Administrative Fee”). Prior to charging an Administrative Fee, the Custodian will notify the User via email and should the User not agree to the Administrative Fee, the User is permitted to discontinue using the Chiliz Wallet (along with any other services on the Platform). If the User logs in to the Socios Platform, the Custodian will immediately cease charging any further Administrative Fees.

 

 

There are various risks in connection with the Custodian Services. The User should carefully consider and evaluate each of the following risk factors and all other information contained in these Chiliz Wallet Terms before deciding to utilize the Chiliz Wallet. By accepting these Chiliz Wallet Terms, the User understands and acknowledges in particular the following risks:

▪ Third Party Risks: The Custodian collaborates with third parties in order to provide the User with access to the Chiliz Wallet. The User understands and acknowledges that there is no guarantee that any third party will integrate, or continue to integrate, the Chiliz Wallet API.

▪ Risk of Software Weaknesses: The User understands and acknowledges that complex software such as the Chiliz Wallet are never entirely free from defects, errors, bugs, and security vulnerabilities, and that the Custodian therefore does not warrant that the Chiliz Wallet will be free from defects, errors, and bugs.

▪ Risk of Transaction Verification: The User understands and acknowledges that the transfer of Chiliz Tokens may be delayed or not be executed due to the transaction volume on the Ethereum blockchain, mining attacks, and/or similar events.

▪ Risk of Attacks: The User understands and acknowledges that, as with other DLT networks, the Ethereum blockchain is susceptible to attacks, including but not limited to, denial of service attacks, exploits of consensus nodes, and byzantine attacks on the consensus nodes. Any successful attack presents a risk to the Chiliz Tokens, expected proper execution and sequencing of Chiliz Tokens transactions, and expected proper execution and sequencing of contract computations.

▪ Risk of Upgrade to Ethereum 2.0: The User understands and acknowledges that the Ethereum community is currently planning an upgrade of the Ethereum blockchain to Ethereum 2.0 and that as part of this upgrade, the Ethereum blockchain may suffer setbacks which may cause, inter alia, a complete loss of Chiliz Tokens.

▪ Regulatory Risk: The User understands and acknowledges that DLT technology allows for new forms of interaction and that certain jurisdictions may apply existing regulations or introduce new regulations that may result in a termination of the Custodian Services or a complete loss of all Chiliz Tokens.

▪ Risk of Loss of Private Key: If Chiliz Tokens purchased from the Custodian are transferred to an external Ethereum address, they can only be accessed by using a compatible wallet with a combination of the User’s account information and private key. The User understands and acknowledges that if his/her private key pertaining to the compatible wallet gets lost or stolen, the Chiliz Tokens thereon will be unrecoverable and permanently lost.

The User understands and acknowledges that the risks listed above are borne exclusively by the User, that the User cannot pass on the consequences of a realization of these risks to the Custodian, the Operator, or any other third party, and that the purchase price or the value of the Chiliz Tokens held in the Chiliz Wallet will not be refunded or reimbursed to the User if any of these risks are realized.

 

7. REPRESENTATIONS OF USER

 

By accepting these Chiliz Wallet Terms, the User represents and warrants that:

  1. a) the User has read and understood these Chiliz Wallet Terms in their entirety;
  2. b) the User has read and understood the Platform Terms and applicable privacy policy in their entirety;
  3. c) the User will not hold the Custodian, the Operator, or any other entity or individual liable for any tax liability associated with the User’s use of the Custodian Services.

 

8. EXCLUSION OF WARRANTY

 

The User understands and acknowledges that the Chiliz Wallet is provided on an “as is” basis and that there is no warranty whatsoever on the Chiliz Wallet, expressed or implied, to the extent permitted by law. Any use of the Chiliz Wallet is at the sole risk of the User. The User further understands and acknowledges that any Supported Platforms, including the Socios Platform, are not operated by the Custodian and that the Custodian does not offer any warranties regarding their use.

 

9. Limitation of Liability

 

9.1. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAWS:

9.1.1. The Custodian shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with the User’s use of the Chiliz Wallet;

9.1.2. The maximum aggregate liability of the Custodian, in tort, contract or otherwise, arising out of or in connection with the User’s use of the Chiliz Wallet shall be limited to the amount of Chiliz Tokens transferred by You as purchase consideration for Your intended purchase of Chiliz Tokens;

9.2. Notwithstanding the above, nothing in these Chiliz Wallet Terms will:

 

10. INDEMNITY

 

Except where occasioned due to wilful misconduct or gross negligence of the Custodian, to the maximum extent permitted by the applicable law, the User shall indemnify, defend, and hold the Custodian harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by the User or any third party against the Custodian arising out of a breach of any warranty, representation, or obligation by the User hereunder.

 

11. TERMINATION

11.1. DEACTIVATION OF CHILIZ WALLET

 

The User can deactivate the Chiliz Wallet solely if the User decides to deactivate the account on the Socios Platform. The deactivation of the User account on the Socios Platform may be done at any time by contacting customer support. The Custodian reserves the right to close inactive Chiliz Wallets with no Chiliz Balance at its own discretion without prior notice to the User. The Custodian further has the right to deactivate a Chiliz Wallet at any time and without notice if the User violates these Chiliz Wallet Terms or any applicable laws or regulations or in case of any other grounds set out in Section 4.3.

 

11.2. EFFECTS OF DEACTIVATION

 

Upon deactivation of the Chiliz Wallet as per the foregoing, the User will no longer be able to make use of the Custodian Services and will lose access to the Chiliz Balance. The User is encouraged to transfer the Chiliz Balance to an external Ethereum address before deactivating the Chiliz Wallet.

 

11.3. UNCLAIMED PROPERTY

 

If the Chiliz Wallet remains closed or dormant for a period of time as determined at the Custodian’s sole discretion, the Custodian may be required, upon the passage of applicable time periods, to report the Chiliz Balance as unclaimed property in accordance with abandoned property and escheat laws. In this case, the Custodian will use reasonable efforts to provide notice to the User. If the User fails to respond to such notice within fourteen (14) days or as otherwise required by law, the Custodian may be required to deliver the Chiliz Balance to the applicable jurisdiction as unclaimed property. The Custodian further reserves the right to sell any remaining Chiliz Token on the open market and transfer the proceeds as unclaimed property instead.

 

 

The User hereby understands, acknowledges and accepts that in the event that that there exist grounds for termination of either: (i) these Terms (ii) the Token Terms; or (iii) the Platform Terms; or (iv) any other terms or contractual relationships which the User enters into related to the Platform ((i), (ii), (iii), (iv) shall be referred to as the “Global Terms of Use”); and any of the Global Terms of Use are consequently terminated for whatever reason, all other Global Terms of Use shall be automatically terminated in a simultaneous manner.

 

12. MISCELLANEOUS

 

12.1. CHANGE OF TERMS

 

The Custodian reserves the right to change or amend these Chiliz Wallet Terms from time to time. In this case, the Custodian will, at its sole discretion, inform the User about such changes, for example by publishing a notice on the Platform or sending an email notice. To the extent permissible by law, any amended the Chiliz Wallet Terms shall become effective immediately if the User continues making use of the Custodian Services after the publication of such notice. Should the User not agree to the change of the Chiliz Wallet Terms, the User may discontinue using the Chiliz Wallet (along with any other services on the Platform).

 

12.2. INTELLECTUAL PROPERTY

 

The User does not own, or attempt to claim as the owner, any intellectual property rights, including the rights in relation to the use, for any purpose, of any information, image, user interface, logos, trademarks, trade names, internet domain names or copyright in connection with the Chiliz Wallet, the Custodian, Operator or any other service or service Custodian related to the Socios Platform. There are no implied licenses whatsoever under these Chiliz Wallet Terms. Your use of the Chiliz Wallet does not grant you any right, title, or interest in any of the intellectual property rights therein. You agree that you will not copy, transmit, distribute, sell, license, create derivative works from, or in, in any other way, exploit, in whole or in part, the Chiliz Wallet and any related content.

 

12.3. ENTIRE AGREEMENT

 

These Chiliz Wallet Terms contain the entire agreement between the User and the Custodian with regard to the subject matter regulated herein and supersede all previous written or oral communication between the User and the Custodian as well as any public statements about the Chiliz Wallet made by anyone in the past, present, and future.

 

12.4. SEVERABILITY

 

The User agrees that if any portion of these Chiliz Wallet Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Chiliz Wallet Terms, which shall continue to be in full force and effect.

 

12.5. NO ASSIGNMENT

 

The User shall have no right to assign or transfer its rights and obligations under these Chiliz Wallet Terms, either as a whole or in part, to any third party without the prior written and express consent of the Custodian. The Custodian may freely assign or transfer its rights and obligations under these Chiliz Wallet Terms, either as a whole or in part, to any third party of its choice without providing notification. In doing so, the Custodian confirms that the Chiliz Wallet Terms will continue to be performed in the same way as before and that the quality of the service will not deteriorate. The User and the Custodian agree that any assignment or transfer in violation of this provision shall be null and void.

 

12.6. PREVAILING LANGUAGE

 

 

These Terms are made available to You in various languages. To the extent permitted under the applicable laws, only the English language version of these Terms is binding. Shall the former be restricted under the applicable laws, the English language version of these Terms shall in any event prevail.

 

12.7. FORCE MAJEURE

 

If an event that is caused by an impediment beyond the Custodian’s control that (i) occurs after the acceptance of these Chiliz Wallet Terms and (ii) could not have reasonably been foreseen by the Custodian at the acceptance of these Chiliz Wallet Terms (“Force Majeure Event”) prevents the Custodian from fulfilling its obligations under these Chiliz Wallet Terms, the Custodian shall be relieved of those obligations.

 

12.8. CLASS ACTION WAIVER

 

To the fullest extent permitted by applicable law, the User waives the right to participate in a class action lawsuit or a class-wide arbitration against the Custodian, the Operator, or any individual or entity involved in the provision of the Custodian Services.

 

13. GOVERNING LAW AND JURISDICTION

 

These Chiliz Wallet Terms shall be governed by and construed in accordance with the laws of the Republic of Estonia, excluding the Estonian conflict of law rules.

Any dispute, controversy or claim arising out of or in connection with these Terms or the breach, termination, existence, legal competence, or invalidity thereof, which the Parties fail to solve through amicable negotiations, shall be exclusively settled in Harju County Court, Estonia.