GLOBAL TERMS OF USE

2024-11-18

The Global Terms of Use are comprised of two separate sets of terms and conditions:

• Platform Terms, which govern your use of our services on the Socios.com app, websites and the features it entails including the purchase of Chiliz Tokens ($CHZ).

• Token Terms, which governs your dealings with Fan Tokens, including purchase of Fan Tokens during the Fan Token Offering, and Digital Collectibles. 

PLATFORM TERMS

Preamble

In certain geographical areas, Socios Services Baltics UAB, a private limited liability company incorporated in Lithuania with company registry number 306098470 and registered office address at Gedimino pr. 20, Vilnius, Lithuania (“Socios”, “We”, “Us”, “Our”, “Operator”), makes 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 Excluded 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, You may access and use 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. Please read these Terms carefully before You use any of the services described herein. By accessing the Platform, You agree to be bound by these Terms and all other terms that are incorporated by reference.

1. CLARIFICATION OF CONTRACTUAL RELATIONSHIPS

Socios Services Baltics UAB, a private limited liability company incorporated in Lithuania with company registry number 306098470 and registered office address at Gedimino pr. 20, Vilnius, Lithuania, operates the digital fan engagement platform ‘Socios.com’ (“Platform”). 

Through the Platform a User can (i) purchase  Fan Tokens during the Fan Token Offering from the Socios Technologies AG, duly registered under the laws of Switzerland bearing company registration number CHE-219.335.797 (the “Provider”) and regulated by the Tokens Terms, (ii) purchase Chiliz Tokens from the Operator, (iii) trade Fan Tokens and Chiliz Tokens on a Decentralised Exchange through the Platform interface, (iv) access the Socios.com Wallet through the Platform interface which will be subject to the Socios.com Wallet Terms, and (v) access 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 is not a party to these Terms.

2. APPLICABILITY OF THESE TERMS

These Terms cover the following products and services (“Services”) accessed and/or used by the User, which are operated by or otherwise made available by Socios:

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

(ii) 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”);

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

(vi) The purchase of Chiliz Tokens ($CHZ);

(vii) Access through the Platform interface to the Socios.com Socios.com Wallet;

(viii) Access through the Platform interface to trade Chiliz Tokens and Fan Tokens directly on a Decentralised Exchange;

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

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

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

3. DEFINITIONS

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

3.2. Archived Wallet means the virtual custodial wallet bearing a unique blockchain address associated and assigned to a User who has not proceeded with setting-up the Socios.com Wallet. The Archived Wallet shall hold any Token balance which was stored in the custodial wallets previously provided on the Platform prior to the launch of the Socios.com Wallet, which held balances (if any) of Chiliz Tokens, Fan Tokens and Digital Collectibles.  

3.3 Chiliz Chain means a Layer-1, public, permissionless, decentralised, blockchain infrastructure using Proof of Authority consensus (PoSA). Initially launched by Socios’ Affiliate, it was specifically designed for the sports and entertainment industries. It enables the creation, trading, and management of digital assets, promotes engagement, and drives traffic within these sectors. 

3.4. $CHZ or Chiliz Tokens means the native digital token issued by Socios’ Affiliate which is the unit of account-gas token and also the governance token of the Chiliz Chain.  

3.5. Decentralised Exchange(s) means peer-to-peer marketplaces which are not operated, managed or administered in any manner whatsoever by the Operator or its Affiliates, and which the User may access through the Platform interface, where Users can trade cryptocurrencies in a non-custodial manner without the need for an intermediary to facilitate the transfer and custody of funds. Users will be able to access the Decentralised Exchange(s) through the Platform interface and trade Fan Tokens and Chiliz Tokens directly on the Decentralised Exchange(s). 

3.6. Digital Collectible means a limited-edition distributed ledger technology token that displays artwork (in any form or media, including, without limitation, video or photographs). Digital Collectibles may be created in cooperation with the Partners (the “Artwork”) incorporating Socios and its Affiliates’ intellectual property rights as well as Third Party Rights.   

3.7. 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). 

3.8. Dormant Account means the Socios Account of any User who has not engaged in at least one Regulated Activity for a rolling period of twelve (12) consecutive months or more.

3.9. Excluded Jurisdiction means: (i) the Republic of Malta; or (ii) the United States of America; (iii) 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 Token(s) means a utility token based on the standard CAP20. These tokens are permissionless and are issued by the Provider in collaboration with its Partners or other licensed third parties, and can be used on the Platform, unless otherwise stated. Every Fan Token is specific to a particular football club/team/influencer/league/organisation and is to be used as voting power in the Polls. 

3.11. Fan Token Issuer means 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 Fan Tokens and making them available for Users during the Fan Token Offering which is a service made available on the Platform. 

3.12. Features means 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 hereunder. 

3.13. FIAT means 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. 

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

3.15. Other Goods means merchandise or other goods which Socios may give Users the opportunity to win and gain access to through the Platform, if and when available. 

3.16. Partner means 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 onboarded onto the Platform. 

3.17. Platform means a digital platform 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 related to their favorite Partners and benefit from extra benefits through Fan Tokens as well as other services and Features as explained herein. 

3.18. Polls means the survey polls that are launched on the Platform on behalf of the Partners where Fan Token holders can execute the voting rights attached to the Fan Tokens. 

3.19. Privacy Policy means the privacy policy applying among others to the Apps and the Website and available HERE. 

3.20. Prohibited User means a natural person wishing to become a User and being a citizen, national, resident or having a similar connecting factor to: (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.  

3.21. Regulated Activities means any of the following activities carried out on the Platform: (i) purchase or top-up of Chiliz Tokens and/or Fan Tokens (excluding any transactions carried out on the Decentralised Exchanges); (ii) sale of Chiliz Tokens and/or Fan Tokens (excluding any transactions carried out on the Decentralised Exchanges); (iii) incoming transactions of Chiliz Tokens or Fan Tokens to the Archived Wallet and/or to the custodial wallets provided on the Platform prior to the launch of the Socios.com Wallet; (iv) outgoing transactions of Chiliz Tokens or Fan Tokens from the Archived Wallet and/or to the custodial wallets provided on the Platform prior to the launch of the Socios.com Wallet.

3.22. Services means the different services offered by Socios and its Affiliates on the Platform, which includes the sale of Fan Tokens during the Fan Token Offering by the Provider, sale of Chiliz Tokens by the Operator, access through the Platform interface to the Socios.com Wallet, access through the Platform interface to trade Fan Tokens and Chiliz Tokens on a Decentralised Exchanges and any other services made available on the Platform. 

3.23. Reward Points (or any other designation which Socios may assign to the same from time to time) means points granted on the Platform that Users can gather and use to enhance User’s engagement on the Socios.com Platform according to these Terms. 

3.24. Third Party Rights 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 the respective Partner, any league, the image rights of players or any artistic rights retained by artists. 

3.25. Tokens  collectively mean the Fan Tokens, Digital Collectibles and Chiliz Tokens, unless otherwise specified in these Terms or communicated otherwise to the Users. 

3.26. Token Terms means the separate terms and conditions governing, among other things, the purchase of Fan Tokens during the Fan Token Offering and Digital Collectibles on the Platform. Those terms and conditions are available HERE.

3.27. Socios.com Wallet means a non-custodial digital wallet in which the User is responsible for storing and managing their digital assets, thereby giving the User control over her/his digital assets. The Socios.com Wallet will be accessible by Users through the Platform interface, and access there to will be subject to the specific “Socios.com Wallet Terms”. 

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

Other terms in capital letters not defined above shall have the meaning given to them in other Sections of these Terms.

In these Terms, a reference to:

• Socios includes a reference to its duly authorized agents and/or delegates;

• A person includes reference to any individual, body corporates, unincorporated association or partnership;

• An agreement or other document is a reference to that agreement or document as from time to time supplemented or amended;

• The masculine gender includes the feminine and neuter genders and vice versa;

• The singular includes the plural and vice versa;

• Any law or regulation is a reference to that law or regulation as amended from time to time and, where the same has been repealed, to any re-enactment or replacement of the same.

4. LIMITED LICENSE TO USE THE APPS

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: 

1. copy, modify, or create derivative works based on the Apps;

2. distribute, transfer, sublicense, lease, lend, or rent the Apps to any third party;

3. reverse engineer, decompile, or disassemble the Apps; 

4. or 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.

5. SOCIOS ACCOUNT

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

5.1. 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 here. 

Upon registration, You must provide your username, email address, mobile number and any other details as requested by Socios, and accept these Terms, and other terms as may be applicable. 

Socios may refuse, at its discretion, to open a Socios Account for You. 

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 (1) 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 Platform 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.

5.2. 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, in case 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 the Services; (iv) You do not currently have another Socios Account; (v) Your use of the 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 foreign exchange control laws; and (vi) You do not reside in any Excluded Jurisdiction as may be amended by Us from time to time.

5.3. USER IDENTITY VERIFICATION. COLLECTION OF INFORMATION AND USE OF SUCH INFORMATION

Only Users who have successfully satisfied the User verification procedure and due diligence procedures, to Socios’s sole and absolute satisfaction, shall be eligible to use the Services.

As part of its due diligence and user verification procedures, Socios 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 Services. 

Your registration of a Socios Account will be deemed Your agreement to provide required personal information for identity verification. You agree to provide complete and accurate information when opening a Socios Account and agree to timely update any information You provided to Socios to maintain the integrity and accuracy of the information. Furthermore, and notwithstanding anything to the contrary contained in these Terms or any other applicable policies, You agree to, in a timely manner and upon Socios’ request, provide Socios with any updated know-your-customer information and details. Any such information will be used to verify Users’ identity, identify traces of money laundering, terrorist financing, fraud, foreign exchange control compliance, and other financial crimes through the Apps 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 are informed that we will keep a record of that information during the period for which Your Socios 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 to 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 UPDATED IN A TIMELY MANNER 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 OR IN CASE WE REQUEST TO DO SO.

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 YOU ARE INFORMED 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 of or provide any services to Prohibited Users. Your failure to indicate that You are or have become a Prohibited User and/or are residing in a blocked jurisdictions shall constitute a breach of these Terms.

5.4. SECURITY

5.4.1. General Conditions and Restriction on Security

Socios is committed to maintain security throughout the Platform, and has implemented industry standard protection for such a purpose. However, the actions of individual Users may pose risks. You agree to treat Your access credentials (such as passwords) 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 Socios Account and password and be solely and fully responsible for all the transactions under Your Socios 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.

5.4.2. Security Representation

By creating a Socios Account, You hereby agree that:

• You will notify Socios immediately on report@chiliz.com if You are aware of any unauthorized transaction or use of Your Socios Account and password or any other violation of security rules; and

• You will strictly abide by all mechanisms or procedures (if any) of Socios regarding security, authentication, trading, charging, and withdrawal, and

• You will take appropriate steps to logout from Your Socios Account if You are not going to be using it for a while.

5.4.3. Account Safety Recommendations

Below are some recommendations to safeguard Your Account:

• Never use Your Socios.com login details on another app or site;

• If You’re using mobile, keep Your app updated to the latest version, and be sure You are installing the verified version from Us in the App Store or Play Store;

• Never enter Your login details on sites or apps that do not seem legitimate. Always check the domain name and in case of websites make sure the ‘lock’ symbol that appears in the address bar is present;

• Pay attention to emails. If You notice poor spelling or grammar, this can be a red flag, as can a return address that’s not from Our domain. If You’re clicking on a link in an email, You can check where it’s taking You on a desktop by hovering over the link. Don’t open attachments that are applications (.exe, .msi, .bat, .ps1, .vbs, .app, etc).

5.5. CANCELLATION, DEACTIVATION, DELETION OF SOCIOS ACCOUNT

For the terms relating to cancelation, deactivation, deletion of Socios Account, please refer to Section 14. 

6. TOKENS THAT CAN BE USED ON THE PLATFORM

Fan Tokens, Digital Collectibles, Chiliz Tokens ($CHZ) and any other tokens as permitted by Socios from time to time (collectively “Supported Tokens”) can be used on the Platform. 

• Fan Tokens can be used on the Platform and their functionality is set forth within the Token Terms.

• Digital Collectibles may be available to You on the Platform from time to time in accordance to Your use of certain Features as provided in these Terms. The issuance of Digital Collectibles is set forth within the Token Terms.

• Chiliz Tokens ($CHZ) are supported on the Platform. 

7. CHILIZ TOKEN ($CHZ) PURCHASE SERVICES

7.1. 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 is automatically added to the Socios.com Wallet of the User. By accepting these Terms, the User acknowledges that the value of the Chiliz Token (if any) may fluctuate significantly over a short period of time depending on external market forces. Any Chiliz Tokens purchased shall be transferred directly by the Operator to the User’s Socios.com Wallet. Chiliz Tokens are offered for exchanging, buying and selling by third party cryptocurrency exchanges, where separate terms and conditions may apply. You can exchange Chiliz Tokens against Fan Tokens on the Decentralised Exchange that can be accessed through the Platform interface.

7.2. 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”).

7.3. NO REFUNDS

The User understands and acknowledges that Chiliz Token Purchases cannot be cancelled 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. Due to the supply of goods or services for which the price is dependent on fluctuations in the financial market which cannot be controlled by Socios and which may occur within the withdrawal period the User does not have a right of withdrawal of the contract. 

Notwithstanding the foregoing, You agree that in the event that Socios: (i) receives instructions to do so from the competent authorities; or (ii) suspects or has confirmation that a payment was made behaving fraudulently or otherwise criminally; Socios has a right to reverse such transaction. 

7.4. 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 Socios 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, ANY APPLICABLE LAWS, REGULATIONS OR RULES.

7.5. 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 eventual ownership of Chiliz Tokens may be in dispute.

8. Socios.com WALLET

8.1. NON-CUSTODIAL WALLET

8.1.1. Operation of Socios.com Wallet

8.1.1.1. Overview

The Socios.com Wallet is a non-custodial digital wallet, accessible through the Platforms’ interface, that enables the User to hold Chiliz Tokens, Fan Token, Digital Collectibles, and any other digital asset compatible with the Chiliz Chain. Users are fully responsible for storing and managing their digital assets in the Socios.com Wallet. The setting-up and access to the Socios.com Wallet is subject to the Socios.com Wallet Terms. Users may not continue to make use of the Platform or any Services or Features provided thereon unless the User proceeds to successfully set-up a Socios.com Wallet.

8.1.2. Creation of the Socios.com Wallet

8.1.2.1. Overview

To make use of the Socios.com Wallet, the User must create a Socios Account and meet the Socios Account registration and eligibility requirements as outlined in Section 5.2. 

8.1.2.2. Transaction History

Users will be able to view (whether in-app (as may be provided by Socios) or through the Chiliz Chain explorer) their transaction history including all incoming and outgoing transactions (“Transaction History”). The User understands and acknowledges that the Transaction History that can be viewed in-app (if provided) is a complementary feature provided by Socios. Therefore, Socios shall use commercially reasonable efforts to assure that the information contained in the in-app 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 Terms.

8.1.3. Cessation of Custodial Wallet Services

The User understands that Socios has discontinued the provision of custodial wallet services for users, saving the custody of any Tokens held in the Archived Wallets which custody is being provided solely to those Users that do not set-up a Socios.com Wallet. Users who wish to continue making use of the Platform and the Services and Features thereon must proceed to set-up a Socios.com Wallet, therefore Users who do not do so cannot continue making use of the Platform. Users wanting to withdraw their Tokens from the Archived Wallet are advised to contact customer support on support@socios.com.

8.1.4. Socios.com Wallet Funding and Transfers

Socios reserves the right to deny or suspend the execution of a transaction request where Chiliz Tokens or Fan Tokens (limitedly during the Fan Token Offering) are purchased directly from Socios or the Provider respectively, if such action is reasonably required to comply with any contractual or regulatory obligations.

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 digital token will be irrevocably lost. 

• any transactions involving the purchase on the Platform of Chiliz Tokens or Fan Tokens (limitedly during the Fan Token Offering) may be subject to limits which are outlined here: https://socios.zendesk.com/hc/en-001/articles/4403618938129-What-is-the-minimum-I-have-to-spend-to-top-up-my-wallet , elsewhere in these Terms, or as communicated to the User from time to time. 

• The Socios.com Wallet is provided on an “as is” basis and that there is no warranty whatsoever related thereto, expressed or implied, to the extent permitted by law. Any use of the Socios.com Wallet is at the sole risk of the User. 

For possible risks related to the Socios.com Wallet, please see the Socios.com Wallet Terms. 

8.1.5. Unclaimed Property

If the Archived Wallet remains dormant for a period of time as determined at Socios’s sole discretion, Socios may be required, upon the passage of applicable time periods, to report the Token balance as unclaimed property in accordance with applicable abandoned property and escheat laws. In this case, Socios 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, Socios may be required to deliver the Token balance to the applicable jurisdiction as unclaimed property. Socios further reserves the right to sell any remaining Tokens on the open market and transfer the proceeds as unclaimed property instead.

9. REWARD POINTS

9.1. COLLECTION OF REWARD POINTS

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

9.2. PURPOSE OF THE REWARD POINTS

Reward Points are exclusively created to be used on the Platform to reward active Users for their loyalty. There is no financial value directly attached to the Reward Points. Holders of Reward Points are able to vote specific on polls launched by Socios dedicated to gauge User interest, influence activities and engage with Features. Reward Points are directly linked to loyalty mechanisms available on the Platform, enabling Users to redeem rewards against Reward Points or use Reward Points to participate in different Features.

10. FEATURES

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

10.1. ELIGIBILITY

10.1.1. No Purchase

 NO PURCHASE IS NECESSARY TO USE FEATURES.

10.1.2. Eligibility Criteria & Restrictions

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

Users are eligible to use any specific Feature provided that:

• We make the respective Feature available to You on the Platform in Your country of residence, and;

• You hold the number of Fan Tokens required as announced on the respective Feature, and the same are currently available on Your Socios Account, and;

• You have read, understood, agreed to and comply with these Terms and with the conditions applying to the specific Feature; and

• You have ensured that Your use of the Feature is lawful and complies with the laws and regulations applicable to You.

10.1.3. 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  Fan Rewards feature, you can either: (a) ensure you hold a Fan Token in Your Socios.com Wallet; or (b) obtain a free Fan Token, by following below steps:

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

2. Write a letter including: (i) Your personal contact information details and mailing address; (ii) Your Socios Account username and email address linked to your Socios Account; and (iii) Your selection of which one free Fan Token you would like to receive. Please note that only one (1) free Fan Token can be requested by any individual User;

3. Send or deliver the letter by registered mail or courier to Socios – Temporary Fan Token, 14 East, Level 7, Sliema Road, Gzira, GZR1639 Malta, Europe.

Please allow mail delivery and processing time from Our receival of Your letter and Socios will send one (1) redeemable voucher for a free Fan Token – by email. After one year, the voucher for the 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.

10.2. 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, add, remove, cease, discard or modify any of the Features provided on the Platform, including but not limited to, the content (including but not limited to the Prize, Rewards and maximum number of Tokens that can be individually collected), functionality and the availability thereof at any time, and without providing prior notice to the User.

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 the Terms taking place which may result in the loss of Your Tokens.

10.3. DELIVERY OF PRIZES AND REWARDS

10.3.1. General

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

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

Prizes and Rewards can only be redeemed on the Platform in accordance with these Terms and as communicated by Us to You from time to time via other channels such as the Platform 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 cancelled.

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

• Winner’s confirming acceptance of the Prize within forty-eight (48) hours from being notified by Socios; and, 

• Winner’s compliance with these Terms and any other applicable terms; and

• none of the restrictions contained in these Terms being applicable to You (including but not limited to the limitation on shipping as outlined herein). Should You not be able to redeem the Prize due to either of the foregoing reasons or any other reason, then You shall automatically forfeit such Prize and Socios will be entitled to select another User at its sole and absolute discretion.

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.

10.3.2. 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 through Features to the address You have indicated to Us. However, We do not bear any costs of custom or any similar charges that might be imposed.

We will deliver the Rewards to You in the form as written in the relevant description. We do not bear any responsibility for any disruptions that may occur before the relevant authorities, including customs, due to the delivery of the Rewards as described in the relevant description.

You understand, acknowledge, and accept that any ancillary expenses, including but not limited to, travelling and accommodation costs involved in the delivery of Prize or Rewards shall be borne by You. Prizes 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 shall be delivered in collaboration with or directly by our Partners or third-parties in accordance with their own terms and conditions (Third Party Terms). Should You accept a Reward or Prize which is subject to such Third Party Terms, You hereby acknowledge that the delivery or performance of the Reward or Prize is conditioned upon Your acceptance of such Third Party Terms 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 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 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.

10.3.3. Tokens as Prize and Rewards

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

10.4. CHEATING AND PROHIBITED BEHAVIORS ON FEATURES

Socios prohibits 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:

• Accessing Services in an unauthorized manner (including using modified or unofficial third party software);

• Manipulating any Features or Your score in any Features through scripts, bots, and similar software and techniques;

• Using multiple accounts for the same Service, Feature;

• Sharing Socios Accounts;

• Using any techniques to alter or falsify a device’s location (for example through GPS spoofing); and/or

• Selling or trading Socios Accounts.

Apps may not work on devices that Socios detects or reasonably suspects to be cheating, and Socios will not provide support to Users 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 Socios Account. Hence, You may not use any Features to obtain for and transfer to and sell Prizes and Rewards to any third-party.

10.5. REPRESENTATIONS AND WARRANTIES IN RELATION TO FEATURES

In addition to representations and warranties provided in Section 13, You represent and warrant that:

• Your use of the Features is strictly for personal and entertainment purpose only and You are not using Features for business purposes or in order to generate commercial revenues;

• You use the Platform, any Features in accordance with these Terms and any other applicable terms and conditions, in particular with the rules concerning User Generated Content and Conduct Policy;

• You provided Us with the complete, accurate and up to date information as is required from time to time in Features by Partners and third party for the delivery of Prizes and Rewards;

• Any expenses or costs You incur, including but not limited to, travel and accommodation expenses, in relation to the Features, Prizes or Rewards, are made at Your own risk and expense and We shall not be liable in any manner whatsoever for any loss, damage or claim arising in connection thereto;

• You inform Us of any changes about Your personal situation and communicate any related personal information relevant for Your use of any Features. With regards to events, You inform Us of those changes no later than one (1) week prior to the event with official documents evidencing the related change(s).

10.6. LIMITATION OF LIABILITY IN RELATION TO FEATURES

IN ADDITION TO THE GENERAL LIMITATION OF LIABILITY APPLYING TO EACH AND EVERY SECTION OF THESE TERMS, 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:

• not shipping or committing to deliver Rewards and/or Prize to the following countries: Burma, Central African Republic, Comoros, Cuba, Equatorial Guinea, Falklands, Guinea Bissau, Iran, Johnston Island, Kiribati, Korea North, Mayotte Island, Myanmar, Nauru, Niue, Russia, Saint Pierre Et Miquelon, Sao Tome & Principe, Sierra Leone, Solomon Islands, Somalia, St. Helena, Sudan, Syria, Tajikistan, Tokelau Islands, Republic of Turkmenistan, Tuvalu, Wake Islands, Republic of Yemen.

• any late, lost, misdirected or unsuccessful efforts to notify any Winner.

• changing any Rewards and Prizes due to a Winner if it cannot be delivered or distributed for any reason whatsoever.

• the non-fulfilment or partial fulfillment of Rewards and Prizes in case that the same is attributable to any third party or otherwise.

• any loss You may incur in the event of the loss, partial damage to or complete loss of the products and Other Goods, delay in reception of Other Goods, products, experiences and services due to the third-party in charge of the delivery. You acknowledge and agree that if You communicate an address or any other information particularly for the delivery that is inaccurate, not up to date or inaccessible, Other Goods, products and services You have redeemed can be lost or not delivered for which We assume no responsibility or liability and that Socios will not send any refund or substitute of the won or redeemed Prize and Rewards in place of has been lost.

• not communicating any delivery date or tracking data to You regarding the Other Goods and products You have redeemed or won. Delivery times and dates for Other Goods and products vary depending on the delivery area. We do not undertake and warrant to deliver Other Goods and products to You within any specific period of time. If any delivery date is communicated to You, You agree that these are only tentative and based on information obtained from third parties and We do not assume any responsibility or liability for not delivering the Other Goods and products according to such tentative delivery date.

• any bodily and/or property damage You may personally incur or cause to any third party while receiving a Prize or a Reward or while taking part in an experience related.

• any direct or indirect damages You may incur if You are denied admission, access to or if You are expelled of any experience You have been granted as a Prize or a Reward, in particular but not only when due to 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.

• not issuing the Prize or Rewards if You do not provide Us with the required (personal) information that is complete, accurate and up to date at least one (1) week before the occurrence of the experience, and/or You are  in breach of these Terms.

• if You are unable to attend the event and/or if the event is cancelled or rescheduled due to reason beyond Our control for instance due to a decision of a Partner or third party, adverse weather conditions, strikes, civil disturbances or a decision made by competent authorities and/or the organizers etc.

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 Platform, You agree that: (i) 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 (ii) You will NOT access the Feature if it is prohibited by those applicable laws and regulations.

10.7. RESTRICTIONS

Socios reserves the right to refuse to award a Prize or Reward to anyone who in Socios’ sole opinion is in breach of these Terms and/or other applicable terms and/or any applicable law. Socios further reserves the right to refuse to grant You a specific Prize or Reward in the event that You have previously redeemed an identical or similar Prize or Reward.

Socios reserves the right to take the measure We deem appropriate in the event that for example 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 or Reward. 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 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 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

10.8. DESCRIPTION AND RULES OF EACH FEATURE

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

10.8.1. Token Hunt Feature

10.8.1.1. Token Hunt: General

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

10.8.1.2. 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.

10.8.2. Leaderboard Feature

10.8.2.1. Leaderboard: General

Each User who has acquired leaderboard points shall be eligible to be ranked on the leaderboard feature (“Leaderboard”). Leaderboard points can be acquired through various Features as made available by the Operator from time to time.

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 at 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, 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 participating in Features that earn You Leaderboard points, 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 Partners and sponsored teams  and/or your engagement with different Features on the Platform including redemption of Fan Rewards and participation in the Predictor (collectively referred to as the “Activity”), meaning that the more You engage with available Features and earn Leaderboard points,  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 Platform which is updated periodically. The Activity shall include but not be limited to, voting on the Polls launched on the Platform by Socios on behalf of Our Partners, using the Predictor (as defined hereunder) and any other Activity as may be amended by the Operator from time to time.

10.8.2.2. 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 and Reward Points, 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.

For the sake of clarity, all such Prizes will be distributed at the Operator’s sole discretion. The Operator shall have the right to refuse to give a Prize to the relevant Winner for any reason it deems fit, including but not limited to instances where in its sole opinion it determines that a Winner has breached the Global Terms of Use in any manner whatsoever. In the event of the foregoing, the Operator may elect another Winner in accordance with the above-described mechanism, and the respective Leaderboard points of the refused Winner will be irrevocably lost.

10.8.3. Predictor Feature

By participating in the Predictor feature (the “Predictor”) 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.

10.8.4. Fan Rewards Feature

10.8.4.1. Fan Rewards: Description, Eligibility & Access

The Platform entails a feature (“Fan Rewards”) that enables You to be eligible to redeem Other Goods, products, experiences and services associated with the Partner for which You hold Fan Tokens (the “Reward”) in exchange of an amount of Reward Points. 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), Digital Collectibles 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 Reward Points required to access any specific Reward directly on the App.

10.8.4.2. Fan Rewards: Selecting and Redeeming a Reward

In Fan Rewards You can browse Rewards which may be available to You in Your location as determined at Our entire discretion and as may be modified by Us from time to time. Rewards will be distributed at the Operator’s sole discretion and the Operator shall have the right to reject an application to redeem a Reward and/or cancel an order for a Reward for any reason it deems fit, including but not limited to instances where in its sole opinion it determines that a User has breached the Global Terms of Use in any manner whatsoever.

While selecting the Reward which You may be eligible to redeem, 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 Reward Points 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 apply to redeem a 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: (i) Your confirmation to redeem a Reward is final; (ii) You may not elect to withdraw Your confirmation to redeem a Reward; (iii) We have the absolute right to reject Your application to redeem a Reward; (iv) We have the absolute right to cancel the order of the Reward You have selected. For the sake of clarity, You acknowledge that all Rewards will ultimately be awarded at Our sole discretion. In addition, after your confirmation for the redemption of the Reward, exchange/replacement and/or (part/full) refund in Reward Points or in any currency (including FIAT currency) is NOT possible (unless specified otherwise by Us at Our sole discretion in these Terms, on Our FAQs page or through any other official communication). 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.

Applying for Fan Rewards does not require any fee or payment from Your end and the selected Reward is redeemed exclusively in exchange of Your loyalty points, namely Reward Points, 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 Reward Points balance is equal to or greater than the required amount displayed for the selected Reward. Based on the foregoing, the required amount of Reward Points for the respective Rewards will be deducted from Your Reward Points balance. If Your balance for Reward Points is inferior to the amount required for the Rewards You seek to redeem, then confirmation of the Rewards will not be possible. 

10.8.4.3. Fan Rewards: Rewards Availability

Certain Rewards will not be immediately available for redemption, and may become available for redemption at a later date at Socios’ sole discretion. Such Rewards will be clearly marked as not being available for redemption at that point in time.

There may be Rewards which, even though available for redemption, will not be accompanied by all relevant details pertaining thereto, including but not limited to, specific dates (the “Provisional Rewards”). Such Provisional Rewards will instead be accompanied by a generic description bearing details and information which Socios would be in possession of at the time. This practice will apply particularly when We lack visibility of specific details and information regarding the precise nature of the Provisional Reward and/or the underlying benefit attached thereto.  

You understand that We rely on Our Partners or other third parties for the provision of the Rewards in general, and You therefore acknowledge that Socios does not guarantee in any manner whatsoever that any Provisional Reward which You have redeemed will ultimately be delivered and/or granted to You. In the event where a Provisional Reward which You have redeemed is not granted and/or delivered due to unavailability such as due to a cancelled event or absence of merchandise, Socios shall initiate a refund to You in the form of Reward Points. Such refund of Reward Points shall be Your sole remedy and Socios shall not be liable in any manner whatsoever for the non-delivery of the Provisional Rewards. You are solely and fully liable for the redemption of any Provisional Reward, including for any claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or any other liabilities of whatever nature arising out of Your redemption of a Provisional Reward, including but not limited to any travel or accommodation expenses incurred by You. Any expenses incurred and/or travel and/or accommodation arrangements made by You in relation to a Provisional Reward are made at Your own risk.

You hereby agree and acknowledge that subsequent to Your redemption of a Reward, including redemption of a Provisional Reward, such Rewards and/or any underlying benefit attached thereto may be subject to change at any point in time, be it an upgrade or downgrade, or a change in the date indicated, depending on what Socios secures with the relevant Partners. Socios shall not be liable for any claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or any other liabilities arising out of such change to the redeemed Reward.

11. CONTESTS, RAFFLES AND SIMILAR PROMOTIONS

Periodically, Socios and/or its Partners may organize sweepstakes, contests, raffles, games, and similar promotions on the Platform 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 will be made available 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. Apple is not a sponsor or in any way involved in any Promotions (as defined herein) that are organised by Socios and/or its Partners as contemplated in this section.

12. GENERAL 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 value of the Tokens could decline due to any of these considerations, uncertainties or material risks, and You may lose all or part of Your Tokens. By proceeding to create an Account and using the Platform You are acknowledging these risks.

12.1. RISKS RELATING TO USE OF THE PLATFORM

Crypto assets and related services present inherent risks and require sufficient knowledge. The following a non-exhaustive disclosure of principal risk factors which You need to be aware of:

Purchase of the Tokens involves a high degree of risk. If you do not properly understand the functioning of blockchains, crypto assets and digital wallets, or in case of doubt related thereto, You should refrain from using such services and from purchasing Tokens.

Transactions of the Tokens and use of the Socios.com Wallet are subject to significant technological risks, which include for example an error or a security defect associated with the blockchain; the theft or loss of credentials to the Socios.com Wallet; attacks from criminal groups; all of which may result in the loss of data and crypto assets. 

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.

The Tokens’ value is not inherently guaranteed and in some cases depends on unregulated markets (in which fraudulent acts may occur to a greater extent than in traditional finance). The Token are exposed to market volatility and high risks of loss of value. Past performances are not an indicator of future performances and You should never purchase in amounts that you can’t afford to lose.

The legal framework regulating crypto assets (including the Tokens) varies according to the jurisdiction in which they may be banned or subject to a regulatory framework that could significantly or totally lower their value. Also, upcoming changes, restriction or legal prohibitions made in the relevant legislation and future legislation, notices, rulings, injunctions, may impact the existence or lawfulness of crypto assets.

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 Fan 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 Fan Token Offering) 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 Fan Tokens outside of the Fan Token Offering, 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 due to many reasons, including but not limited to the following:

• New technical innovations;

• Analysts’ speculations, recommendations, perceptions or estimates of the Tokens’ market price or the financial performance of the Socios;

• Changes in market calculations and token prices of entities with operations similar to that of the Socios that may be made available for sale and purchase on the same exchanges as $CHZ;

• Announcements by the Socios of significant events, for example, partnerships, sponsorships, or new product developments;

• Fluctuations in market prices and trading volume of cryptocurrencies on cryptocurrency exchanges;

• Additions or departures of key personnel of Socios;

• Success or failure of the management of Socios in implementing business growth strategies;

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

12.2. RISKS RELATING TO THE SOCIOS PROJECT

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

Where relevant, Socios will make reasonable efforts to ensure that the protocols, systems, and smart contracts in connection with the sale of Tokens, 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 Digital Collectibles, and license the Artwork to the owner of the Digital Collectibles, 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). 

By accepting these Terms, You fully understand, acknowledge and agree that there may be the termination of the business relationship with any of the Partners, which termination would mean that the part of any Feature and Services which is related to the Partner with whom the business relationship was terminated shall be discontinued.

13. REPRESENTATIONS AND WARRANTIES

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

• You acknowledge and agree that the Tokens are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of regulated investment in any jurisdictions; You further acknowledge and agree that the Token does not grant the User any type of shares and/or voting rights in any legal entity;

• You acknowledge and agree that the Token cannot be qualified as an electronic money under Law on Electronic Money and Electronic Money Institutions and/or as a financial instrument under the Law on Markets in Financial Instruments and, accordingly, the respective laws are not applicable to the provision of Services. 

• You are not a citizen or resident of an Excluded Jurisdiction saving if you are a resident of the Republic of Malta and require access to the Platform specifically for any product testing purposes;

• You acknowledge and agree that these Terms do not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form;

• You acknowledge and agree that no Token is to be construed, interpreted, classified or treated as enabling, or according any opportunity to, You to participate in or receive profits, income, or other payments or returns arising from or in connection with Socios or the Partners;

• The provision of these Terms, any part thereof or any copy thereof, or acceptance of the same by You, is not prohibited or restricted by the applicable laws, regulations or rules in Your jurisdiction, and where any restrictions in relation to possession are applicable, You have observed and complied with all such restriction at Your own expense and without liability to the Socios;

• You will not use the Apps, the Platform and Features to violate Third Party Rights, any applicable law, regulation, or restrictions outlined in these Terms and you will not encourage or enable any other individual to do so;

• Socios reserves all legal rights to recover damages or other compensation under these Terms or as allowed by law. In addition, Socios shall be entitled to take any action it considers appropriate, including removing, limiting, or suspending Your access to certain Features or Your Socios Account, as a whole;

• You have read and understood all of these Terms including any annexes and document related hereto;

• If You are a natural person, You are of sufficient age and capacity under the applicable laws of the jurisdiction in which You reside and the jurisdiction which You are a citizen to accept these Terms and perform all Your obligations hereunder;

• Socios reserve the right to refuse to award Prizes to anyone who in Socios’ sole opinion is in breach of these Terms, other applicable terms and/or any applicable law;

• These Terms constitute legal, valid, and binding obligations on You, enforceable in accordance with its terms and neither the purchase of, nor receipt, nor holding or use of Tokens or use of any Features is in breach or in contravention of any applicable law, regulation or rule in Your jurisdiction;

• You agree and acknowledge that none of the Partners, Socios and/or Indemnified Persons is liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise, arising out of or in connection with any acceptance of or reliance on these Terms or any part thereof by You;

• You acknowledge and agree that We will not provide You or anyone else with any investment advice in connection with the use of the Services.

• You are not acting on behalf of any third party or are not allowing a third party to act on Your behalf;

 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 direct purchase from the Operator or the Provider respectively, of any Chiliz Tokens or Fan Tokens (limitedly during the Fan Token Offering) on the Platform.

14. ACCOUNT SUSPENSION, RESTRICTION 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 Your Socios Account at our sole discretion, at any time and without notice to You if:

• We suspect fraud, cheating, or misuse by You of content, Features or Services;

• We suspect any irregular or other unlawful activity associated with Your Socios Account;

• We suspect that You are engaging in arbitrage or any similar acts;

• We suspect that You are making use of the Services and/or the Platform to engage in activities for which the Platform is not intended;

• We suspect that You hold Your Socios Account in favour of third parties;

• We suspect that You have used a payment card which does not belong to You

• We suspect violation of these Terms, the Global Terms of Use, the Socios.com Wallet Terms, the Guidelines, our Privacy Policy or any applicable laws and regulations;

• Socios sees it necessary to protect the interest of the User and/or Socios and/or other Users of Socios;

• We suspect that You have provided counterfeit, forged, manipulated or unsatisfactory user verification documentation or false personal data;

• We are so required by a facially valid subpoena, court order, or binding order of a government authority, in which case the confiscation of any Tokens may also be required by the relevant authority;

• the use of Your Socios Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with Your activity on the related Socios Account.

You agree that Socios shall not be liable to You for any permanent or temporary modification, suspension or immediate termination of your Socios Account and/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, We may continue such suspension 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 access the Socios.com Wallet through the Platform interface 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 cancelling your Socios Account, and shall enjoy the right but not the obligation to permanently freeze (cancel) the authorizations of Your Socios Account:

• after Socios would have terminated Services to You;

• You allegedly register or register in any other person’s name as a User again, directly or indirectly;

• the information that You have provided is untruthful, inaccurate, outdated or incomplete;

• when these Terms are amended, You state Your unwillingness to accept the amended Terms by applying for cancellation of Your Socios Account or by other means;

• You request that Services be terminated; and

• any other circumstances where Socios deems it should terminate Services for You.

Should your Socios Account be terminated, any data from the account that meets 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. ACCESS THROUGH THE PLATFORM INTERFACE TO Socios.com WALLET AFTER SOCIOS ACCOUNT DELETION

If Your Socios Account is terminated You will no longer be able to access Your Socios.com Wallet through the Platform interface, but You will be able to access any digital assets held on Your Socios.com Wallet through other unauthorised third-party interfaces, applications or platforms as further described in the Socios.com Wallet Terms. 

14.5. SURVIVAL CLAUSE

Upon termination of any Services or your Socios Account, the following provisions of these Terms will survive: provisions governing limitation of liability and indemnification, governing law, dispute resolution, termination, and any other provision of these Terms which by their nature are intended to survive termination.

14.6. 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 Socios.com 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.

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:

• collect, store or share any personally identifiable information of other Users from the Services without their express permission;

• extract, scrape, or index the Services or content (including information about Users);

• use the Services or content, or any portion thereof, for any commercial purpose or in a manner not permitted by these Terms, including but not limited to (a) gathering in-app items or resources for sale outside the Apps, (b) performing Services in the Apps in exchange for payment outside the Apps, or (c) selling, reselling, or renting the Apps or your Socios Account;

• attempt to access or search the Services or content or download content from the Services through the use of any technology or means other than those provided by Socios or other generally available third party web browsers (including without limitation automation software, bots, spiders, crawlers, data mining tools, or hacks, tools, agents, engines, or devices of any kind);

• attempt to use anonymization services or software like proxy servers, VPNs or similar to circumvent the Excluded Jurisdiction restrictions as determined by Us;

• attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services or content;

• bypass, remove, deactivate, descramble, or otherwise circumvent any technological measure implemented by Socios or any of Socios’ providers or any other third party (including another user) to protect the Services or content;

• use, display, mirror, or frame the Services, Features or any individual element within the Services, Socios’ name, any Socios’ trademark, logo, or other proprietary information, or the layout and design of any page or App without Socios’ express written consent;

• post, publish, submit or transmit any content that infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy;

• access, tamper with, or use nonpublic areas of the Services, Socios’ computer systems, or the technical delivery systems of Socios’ providers;

• attempt to probe, scan, or test the vulnerability of any Socios system or network or service, or breach any security or authentication measures;

• use any meta tags or other hidden text or metadata utilizing any of Our trademarks, including but not limited to the Socios trademark, logo, URL, or product name without Our express written consent;

• forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or content to send altered, deceptive, or false source identifying information;

• interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mailbombing the Services;

• delete, obscure, or in any manner alter any attribution, warning, or link that appears in the Services or the content;

• violate any applicable law or regulation; or

• encourage or enable any other individual to do any of the foregoing.

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 APPS, IS A BREACH OF THESE TERMS 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, if permitted and made available, when posting any User Generated Content (“UGC”) on Our Apps or Sites and Features.

16.1. PROHIBITED UGC

The following conduct when posting UGC on the Apps, Sites and Features is strictly prohibited:

• Promotion of illegal activities and violations

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.

• Hate Speech

We do not 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.

• Personal or Confidential Information

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.

• Child Exploitation

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.

• Sexually Explicit Material

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

• Harassment and Bullying

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

• Violence, abusive or offensive content

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

• Impersonation or Deceptive Behavior

Do not use Our Services or Features to impersonate other Users or individuals. 

• Defamatory and Harmful Content

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.

• Spam

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 Platform 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:

• Deletion of the offending UGC posted;

• Permanently or temporarily suspending the offending User’s Socios Account;

• Termination of the Services We provide to You pursuant to Section 14;

• Permanently or temporarily banning the offending User from the relevant feature on the Platform;

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 publicly 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:

• copy, modify, or create derivative works based on the Beta Software;

• give or sell the Beta Software to anyone;

• reverse engineer, decompile, disassemble, decrypt or otherwise attempt to derive the source code of the Beta Software;

• install the Beta Software on systems You don’t directly control or that You share with others;

• discuss the Beta Software with or demonstrate it to anyone outside of Socios;

• blog, tweet, or otherwise publicly post information about the Beta Software;

• take screenshots, photos, videos, or audio recordings of the Beta Software unless Socios has allowed You to do so in writing; or

• make Beta Feedback (as defined below) available to any third party, unless approved by Socios in writing and in advance.

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. 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 THE FEATURES AS OUTLINED ABOVE IN THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAWS:

Socios, Indemnified Persons and any other party involved in creating, producing, or delivering the accessibility to the Platform, Features, Services or content (including the Partners) 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 Apps, Platform and Services;

The maximum aggregate liability of Socios, in tort, contract or otherwise, arising out of or in connection with the User’s use of the Apps, Platform and Services shall be limited to one hundred Euro (EUR 100);

Notwithstanding the above, nothing in these Terms will:

• limit or exclude any liability for death or personal injury;

• limit or exclude any liability for fraud or fraudulent misrepresentation;

• limit or exclude any liability if the damage has occurred as a result of willful misconduct or gross negligence;

• limit any liabilities in any way that is not permitted under applicable law; or

• exclude any liabilities that may not be excluded under applicable law.

To the maximum extent permitted by the applicable laws, regulations and rules, You shall indemnify, defend, and hold Socios and 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.

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:

• Any loss, hack or theft of Your Socios Account as a result of phishing, pharming, vishing, smishing or any other method as a result of any of Your transactions and/or payment methods used on the Platform;

• Any loss related to the loss or making available of your login, security details, private keys, improper integration of an API by You to third parties;

• Failure or delay in the delivery by Socios, and receipt by You, of any Tokens for any reason beyond Socios’ control or for any reason attributable, in whole or in part, to a third party;

• Failure, malfunction or breakdown of, or disruption to, the operation of the Platform, the Tokens or any technology on which Socios relies on due to occupancies of hacks, cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming, or source code or otherwise. Regardless of when such failure, malfunction, breakdown or disruption occurs;

• Failure, malfunction or breakdown of, or disruption to, the operation of any blockchain, any blockchain based software systems or any blockchain technology in connection with the operations of Socios due to occurrences of hard forking, hacks, cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown or disruption occurs;

• Any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability and tradability of the Platform.

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.

19. FEES AND DORMANT ACCOUNTS

19.1. The User understands and acknowledges that the Operator charges a specific amount for some transactions as may be specified in these Terms and/or on the following Fees Information Page (“Fees”). The User agrees to pay the Fees. The Operator 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.

19.2. Dormant Accounts

19.2.1. The Operator reserves the right to close, without prior notice to the User, Dormant Accounts that do not hold any Token balance in the Archived Wallet and whose corresponding User did not proceed to set-up the Socios.com Wallet. 

19.2.2. If Your Socios Account is a Dormant Account holding a Token balance in the Archived Wallet and a Socios.com Wallet was not set up, the Operator shall have the right to charge You an administration fee (“Administration Fee”) which shall be calculated as provided hereunder. The Administration Fee covers the costs of the Operator to maintain Your Dormant Account and Archived Wallet.

19.2.3. The Operator will inform You in advance before charging the Administration Fee so You have the opportunity to either: (i) set up the Socios.com Wallet thereby transferring Your Token balance thereto; or (ii) contact customer support on support@socios.com to withdraw Your Token balance from the Archived Wallet to a compatible third-party wallet; and avoid paying the Administration Fee. If You do not agree to the payment of the Administration Fee, you shall be required to close Your Socios Account and discontinue using any Services on the Platform.

19.2.4. If Your Dormant Account continues to hold a Token balance after the expiration of the notice period to set up the Socios.com Wallet or withdraw Your Tokens, then the Operator may charge You an Administration Fee equal to Five Euros (€5) worth of Chiliz Tokens and/or Fan Tokens (or any amount as may be determined and amended from time to time at the Operator’s sole discretion) for each month that You continue to have a positive Token balance (Note: If the Administration Fee is stated in a currency other than the base currency of your Account, it will be calculated in your Account’s base currency. This conversion is made and fixed using a reasonable exchange rate at the time each individual Administration Fee is set). 

19.2.5. The equivalent value of the Administration Fee in Chiliz or Fan Tokens shall be deducted from the Archived Wallet of the Dormant Account on a monthly basis. It shall be computed cumulatively and deducted from the available Token balance taking into account the Token value as at the date of the Administration Fee being charged, in the following consequential order:  (i) Chiliz Tokens (if any); (ii) Fan Tokens (if any). Since Fan Tokens are indivisible, the Administration Fee shall be calculated on individual Fan Tokens balance in ascending order by deducting those Fan Tokens with the lowest value first, followed by the second lowest value Fan Token, and so on and so forth, until an amount of Fan Token value equivalent to the Administration Fee (or closest thereto) is computed. 

19.2.6. If Your Dormant Account balance is less than Five Euros (€5) worth of Tokens, then the remaining balance shall be deducted in its entirety by way of the Administration Fee – the Archived Wallet will never have a negative balance.

19.2.7. The Operator can continue to charge the Administration Fee until the earlier of the following occurs: (i) You set up the Socios.com Wallet; or (ii) You withdraw any remaining Tokens from Your Archived Wallet; or (iii) Your Token balance reaches zero. This Administration Fee applies on top of any fees (such as network fees) that may apply for the Token balance withdrawal. The Operator shall in no case refund any Administration Fee(s) (or portion thereof) previously charged to such Dormant Account User.

19.2.8. If your Dormant Account holds any Digital Collectible(s) when the balance of Chiliz Tokens and Fan Tokens reaches zero, then any such remaining Digital Collectible(s) in the Dormant Account shall be forfeited by the User. Such forfeiture shall take place following a prior notice being sent to the User to allow the withdrawal of such Digital Collectible(s) and avoid such forfeiture. Once the Dormant Account contains no Tokens (including Digital Collectibles), the Operator reserves the right to close the Dormant Account and Archived Wallet.

20. MISCELLANEOUS

20.1. 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.

20.2. 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, Platform and the Archived Wallet, saving the Tokens Terms which are contracted separately and independently between the User and the respective Affiliate providing the respective services.

20.3. CHANGE OF TERMS

We reserve the right to amend these Terms from time to time. If We make any amendments to these Terms We will inform You, for example by publishing a notice on the Platform or sending an email notice 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 date indicated at the top of these Terms. Your continued use of the Platform after the posting of the amended Terms constitutes your acceptance of such amended Terms. It is Your responsibility to regularly check to read through such notices and updates. 

20.4. 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.

20.5. INTELECTUAL PROPERTY

The User does not own, and shall not attempt to claim as the owner or any other title whatsoever, 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 Services, the Archived Wallet, Socios, its Affiliates, or any other service related to the Platform. There are no implied licenses whatsoever under these Terms. Your use of the Platform does not grant you any right, title or interest in any of the intellectual property rights therein. You are 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 Platform, Services or Apps and any related content.

20.6. SEVERABILITY

If any provision is found to be illegal, void or unenforceable, in whole or in part, then such provision shall, as to such jurisdiction, be ineffective solely to the extent of such invalidity or unenforceability without affecting the validity or enforceability in any manner or jurisdiction of any remaining part of that provision or these Terms, which shall remain in full force and effect.

20.7. PREVAILING LANGUAGE

To the extent permitted under the applicable laws, only the English language version of these Terms is binding. In the event of a dispute or conflict, or in the case of discrepancies of interpretation between the English language version of these Terms and a version in any other language, the English language version of these Terms shall in any event prevail.

20.8. 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 Socios. Socios may freely assign or transfer its rights and obligations under these Terms, either as a whole or in part, to any third party of its choice without having to gather the consent of the User. In doing so, Socios confirms that the 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 Socios agree that any assignment or transfer in violation of this provision shall be null and void.

20.9. 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 Platform in respect of any of the Services made available by Us.

20.10. FORCE MAJEURE

If an event, which is caused by an impediment or control beyond Socios’s control that (i) occurs after the coming into force of these Terms and (ii) could not have reasonably been foreseen by Socios at the coming into force of these Terms, prevents Socios from fulfilling its obligations under these Terms, Socios shall be relieved of those obligations.

20.11. 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.

20.12. 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.

20.13. GOVERNING LAW AND JURISDICTION

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

We prefer to solve Your requests by being in direct contact with You and therefore not to participate in alternative 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. 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.

To the extent permitted under the law, 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) under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator (unless the parties agree otherwise) appointed in accordance with the said Rules. You and We 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. No award or procedural order made in the arbitration shall be published, and the existence of the arbitration shall be considered as confidential information and may not be disclosed to any third party who is not a party to the arbitration. 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 HAVE KNOWN 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 Zurich. The location of any in-person arbitration hearing shall be Zurich, unless otherwise agreed to by the parties.

Without prejudice to the above, Users may bring a claim to enforce consumer protection rights in connection with these Terms in Lithuania 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.

20.14. 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.

20.15. CONTACT INFORMATION

If You have any questions about these Terms or the Services, please Customer Support on support@socios.com or by registered mail at Gedimino pr. 20, Vilnius, Lithuania.

21. ADDITIONAL TERMS RELATING TO ARGENTINIAN USERS

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

21.1. 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.

21.2. DISPUTE RESOLUTION

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

21.3. TAXES

The Purchase Price that You transfer as payment for Your purchase of Chiliz 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 Price 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 Price, then:

1.  the amount of Purchase Price 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 Price that would have been received had no such deduction or withholding been made, and

2. 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 Price and timely reporting and remitting the correct amount of VAT to the appropriate tax authorities.

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 Price 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 Socios harmless from and against any amount of Payable Tax that is required to be paid by You on behalf of 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 in connection therewith) resulting from or arising out of any failure by You to pay any Payable Tax when due.

22. ADDITIONAL TERMS RELATING TO MALAYSIAN USERS

Notwithstanding any other provisions in these Terms, the following provisions apply to users residing in Malaysia.

22.1. REGULATORY STATUS OF SOCIOS (MALAYSIA)

You agree and acknowledge that neither Socios, its subsidiaries, nor affiliates, nor any Partners, nor any parties involved with the creation, production or delivery of services and content (including the Tokens) are regulated by Bank Negara Malaysia or the Securities Commission of Malaysia.

22.2. RISK WARNING (MALAYSIA)

You agree and acknowledge that the Tokens, including $CHZ are not securities nor derivatives under the Capital Markets & Services Act 2007 of Malaysia, and should not be construed in any way, shape or form as any form of investment or financial product or service. Nothing contained in these Terms, nor any information displayed or contained in any part of the Platform shall be construed by You as solicitation, an attempt to solicit, an information memorandum, prospectus, invitation to treat, advice, recommendation, view, or opinion as to any prospect of the Tokens or $CHZ as an investment or financial product or financial service.

You agree that You are solely responsible for making your own independent investigations and appraisals of all Tokens, $CHZ and any transaction contemplated within (including any withdrawals out and transfers in) the Platform and any transaction undertaken is done as a result of Your own research or independent verification of any information contained on the Platform. We specifically disclaim any liability for any views, opinions, or information provided in respect of any Tokens or $CHZ provided by any third-party. 

You agree and acknowledge that You have conducted your own research, enquiries, and due diligence on all content, products and services offered by Us, and You have considered all material features of and risks involved in respect of the Tokens and any transactions contemplated on the Site and Apps, including but not limited to information on:

1. the nature of the Tokens;

2. the risks and benefits of the Tokens;

3. the utilities associated with the Tokens;

4. your key rights as set out in these Terms;

5. the ability to withdraw in accordance with these Terms, and to convert any of the Tokens into fiat money; and

6. the fees and charges to be borne by you in respect of the transactions.

You agree and acknowledge that the Tokens and the transactions contemplated in the Apps and Site are not capital protected, and are not subject to any redress under any Malaysian laws, including the Securities Industry Dispute Resolution Center, nor any redress mechanism operated by Bank Negara Malaysia, nor any other Malaysian authority. 

You understand and agree that the Tokens and Socios may be subject to the laws and regulations of jurisdictions other than Malaysia, and you are aware of the risks of transacting on the Platform, including but not limited to differences in regulatory regimes, consumer protections, differences in legal systems, and jurisdiction-specific costs (including tax related costs).

You understand and agree that your payments relating to the Tokens and any transactions contemplated under Our Apps, Site and Platform may cause you to be exposed to price, foreign currency exchange, interest rate or other market factors that may affect the value in which you may be able to exchange the Tokens in the event You need to withdraw from the Apps or exchange the Tokens for fiat money.

22.3. FOREIGN EXCHANGE COMPLIANCE (MALAYSIA)

$CHZ is considered a ‘Foreign Currency Asset’ by Bank Negara Malaysia within the meaning of the Financial Services Act 2013 of Malaysia, and the Foreign Exchange Policy Notices (“FEP Notices”) issued by Bank Negara Malaysia from time to time. By accessing the App, the Platform, the Site, and by participating in any transaction, and in particular, by purchasing any $CHZ, You must be compliant in all respects with the FEP Notices. 

In particular, You acknowledge and agree that you have no Domestic Ringgit Borrowing, or that if you have Domestic Ringgit Borrowing, then you have not invested more than RM1million in aggregate in Foreign Currency Assets within the calendar year.

You agree that if Your circumstances change in this regard, you shall promptly notify us of such change, and You shall abstain from carrying out any transaction on the App, and from buying any Fan Tokens (limitedly during the Fan Token Offering) or $CHZ from the Operator or Provider, as the case may be. 

You acknowledge and agree that this section applies to any Resident of Malaysia. 

For the purpose of this clause, the terms “Domestic Ringgit Borrowing” and “Resident” of Malaysia shall have the meanings given to them under the FEP Notices issued by Bank Negara from time to time. However, for the sake of information purposes only, and as long as You are a natural person (and not a company or entity):

1. Domestic Ringgit Borrowing generally refers to where You have more than one (1) home loan, more than one (1) car loan, or where You have any personal loans or other credit facilities, (but it does not include credit cards, charge cards and non-recourse personal financing); and

2. Residents generally refer to any citizen of Malaysia (excluding citizens who have obtained permanent residency outside Malaysia, or residing outside Malaysia), and any non-citizens of Malaysia who have obtained permanent residency in Malaysia, or are ‘ordinarily residing’ in Malaysia. Generally You may be considered to be ‘ordinarily residing’ in Malaysia even if you are a non-citizen if you are in Malaysia for 182 days or more per basis year of tax. 

You acknowledge and agree that You cannot rely on the descriptions of these terms given above which are provided to guide You for information purposes only, and You are required to fully understand the nature of these terms under the FEP Notices and Malaysian laws as updated from time to time. You agree that if you are unclear of whether you have Domestic Ringgit Borrowings, or are considered a Resident of Malaysia, you will not participate in any transaction, nor attempt to purchase any $CHZ nor Tokens until you have consulted Your own legal, tax, and expert advice. 

22.4. DISCLOSURE TO AUTHORITIES

You hereby agree that Your personal information, including information relating to Your transactions may be disclosed to regulators and government authorities as and when required under applicable laws, and for the purpose of compliance under Malaysian laws. Specifically, You agree that any information You provide including any declarations relating to compliance with the FEP Notices and information relating to Your account may be disclosed to Bank Negara Malaysia. You further agree that in all such circumstances, neither Socios nor any of its affiliate or subsidiary companies shall be obliged to seek any further consent from You, nor shall Socios be obliged to inform You of such information being shared to regulators or authorities. 

22.5. GOVERNING LAW

You acknowledge and agree that in the event of dispute arising from any matter under this Section 22 the governing law shall be Malaysian law, and the courts of Malaysia shall have exclusive jurisdiction.

TOKEN TERMS

Preamble

These Token Terms (“Terms”), which may be amended from time to time, govern the distribution and nature of Digital Collectibles, the purchase of Fan Tokens during a Fan Token Offering, as well as the conditions under which you (the “User”) are able to 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 (“Digital Collectibles”). Fan Tokens and Digital Collectibles can be stored and managed by the User via the Socios.com Wallet which can be accessed through the Platform interface. Solely in the event that you are a user residing in Italy, any and all reference made in these Token Terms to the “Provider” (i.e. Socios Technologies AG) shall mean and make reference to Socios Services Baltics, UAB, solely in relation to the sale of Fan Tokens (limitedly during the Fan Token Offering) and/or Digital Collectibles.

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 Baltics UAB, a private limited liability company incorporated in Lithuania with company registry number 306098470 (“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. Among other services, the Platform enables its users (“Users”) to create a user account to buy Fan Tokens that are generated and sold by the Provider (limitedly during the Fan Token offering) and to access a Decentralised Exchange through the Platform interface.

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 Digital Collectibles, 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 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 permissionless blockchain-based utility tokens based on the standard CAP20 that exist on the Chiliz Chain (as defined under the Platform Terms), issued by the Provider that can be used on the Platform as way to access the Features (as defined under the Platform Terms). 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 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 may have 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 provided by the Provider and/or any affiliate of the Provider 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 interface (unless otherwise communicated to the User) or anywhere else where the Fan Token is listed. 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:

• Surveys can be of a binding or non-binding nature. In case of binding Surveys, the collaborating Partner is obliged to carry out the result of the Survey unless there are circumstances beyond the reasonable control of the collaborating Partner that render the performance impossible.

• Binding Surveys may be subject to a quorum threshold whereby a minimum number of votes, to be determined by the Provider, is required for the validity and executability of the Survey. If a predetermined quorum is not reached, the Provider shall have the right to decide, at its sole discretion, whether to extend the duration of the Survey, suspend the Survey, invalidate the Survey, or launch an alternative Survey.

• To prevent the manipulation and control of Surveys by a single participant, the amount of Fan Token held by a participant may not correspond to an exact equivalent in voting rights. While the vote of a participant with multiple Fan Token shall have a greater weight, the precise weighing of the voting rights will be determined by the Provider and communicated in the instructions of the respective Survey.

• Following the participation in a Survey, the Fan Token will be temporarily locked  in the smart contract until the voting period of the Survey has lapsed and the User will need to claim back such Fan Tokens thereafter. This is done to prevent the multiple use of the same Fan Token in a Survey.

• The User understands and acknowledges that Fan Token holders will never have the right to vote on any strategic management decisions that are reserved to corporate bodies or vested in directors and shareholders of the collaborating Partner, Provider and/or Operator to receive profits that are generated by the collaborating Partner, Provider and/or Operator or otherwise participate in any revenue streams of the collaborating Partner, Provider and/or Operator.

• The User understands and acknowledges that participation in Surveys 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.

• While submitting a guess You understand and agree that the number of Fan Token required to participate cannot be withdrawn from the Socios.com Wallet for the duration of the Survey only as displayed on the App. This restriction shall end once the Survey ends.

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

Token Functionalities are offered by the Provider on the Platform. Fan Tokens, as blockchain-based tokens exist on the Chiliz Chain independently of whether they are held by the User in the Socios.com Wallet which can be accessed through the Platform interface, or within a third party wallet. Thus Fan Tokens can be exchanged by the User or third parties, but Token Functionalities are exclusively those defined herein. 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. Given that the Chiliz Chain is a decentralized blockchain, it can undergo upgrades and modifications. As such, the permissions and authorities defined may be subject to change following these updates. The User understands and acknowledges that the Provider has no obligation to inform the User about new Token Functionalities, new digital interfaces or upgrades/changes to the Chiliz Chain.

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. LEGAL CLARIFICATIONS REGARDING FAN TOKENS

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 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 consumptive, 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:

• Fan Tokens do not constitute financial instruments and do not represent any ownership rights or stake, shares or security or equivalent rights in the Provider, the Operator, or the collaborating Partner.

• Fan Tokens do not convey a right to receive or participate in future profits, revenue streams, proceeds, or other forms of financial gains that are related to the activities of the Provider, the Operator, or the collaborating Partner.

• Fan Tokens do not create or confer any enforceable contractual or other obligations against the collaborating Partner. Fan Tokens do in particular not, and shall not be construed to, 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, its players, or any of its affiliates.

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 Fan 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 Fan Tokens, the Provider will provide 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 Tokens 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 Fan 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 Tokens 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 Fan 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:

• Transfer such number of Fan Tokens to the User’s Socios.com Wallet of an amount based on the Maximum Cap and provide a refund to the User of such amount for the part of the transfer which is in excess of the Maximum Cap without interest and net of all administrative and/or third-party charges and/or other transaction and service fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third-party charges and/or other transaction and service fees (if any) incurred in connection with such refund shall be borne exclusively by the User;

• Provide the User with a refund of such transfer without interest and net of all administrative and/or third-party charges and/or other transaction and service fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third-party charges and/or other transaction and service fees (if any) incurred in connection with such refund shall be borne exclusively by the User; or

• Take any action which the Provider deems appropriate.

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. Socios.com WALLET

The User can only participate in a Fan Token Offering if the User has accepted the relevant Socios.com Wallet Terms (as defined in the Platform Terms) and proceeded to set up a Socios.com Wallet (as defined in 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 Socios.com 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, particularly before the first successful Fan Token transaction during the Fan Token Offering. The Provider has the right to reject Fan Token purchases during the Fan Token Offering 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 Tokens during the Fan Token Offering or on the Decentralised Exchange, the User must therefore ensure that there are enough Chiliz Token in the Socios.com Wallet. The User can add Chiliz Token to the Socios.com Wallet in two different ways:

• The User can purchase Chiliz Tokens from the Operator by using any of the means of payments accepted by the Operator. The purchase of Chiliz Token is subject to the Platform Terms.

• The User can transfer Chiliz Token to the Socios.com Wallet from an external exchange or wallet.

3.6.2. No Refund

The User understands and acknowledges that orders placed during the Fan Token Offering cannot be cancelled 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.

Notwithstanding the foregoing, You agree that in the event that the Provider: (i) receives instructions to do so from the competent authorities; or (ii) suspects or has confirmation that a payment was made behaving fraudulently or otherwise criminally; Socios has a right to reverse such transaction.

3.7. TOKEN ALLOCATION

The Fan Tokens that are acquired by the User are allocated to the Socios.com Wallet of the User (as defined below). 

3.8. TAXATION

The User bears the sole responsibility to determine if the participation in the Fan Token Offering and/or the acquisition or sale of Fan Token has any tax implications for the User. By acquiring, 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 acquisition, 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. SECONDARY MARKET TRANSACTIONS OF FAN TOKENS

Once the Fan Token Offering ends, the Fan Tokens may be listed on third party cryptocurrency exchanges, where separate terms and conditions may apply. Users may also buy and sell Fan Tokens on the Decentralised Exchange that can be accessed through the Platform interface, if the Fan Tokens are listed thereon. For the sake of clarity, such Decentralised Exchanges are not operated in any manner whatsoever by the Operator, the Provider or any of their Affiliates.

5. REMOVAL OF FAN TOKEN

5.1. 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.

5.2. 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. 

6. DIGITAL COLLECTIBLES

A Digital Collectible is a limited-edition blockchain-based token generated by the Provider that exists on the Chiliz Chain and displays an artwork (in any form or media, including, without limitation, video or photographs) either on the Provider’s own initiative or 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.

6.1. ACCESS TO DIGITAL COLLECTIBLES

From time to time, the Provider may generate Digital Collectibles, 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, or in any other manner as communicated to the User.

6.2. NATURE OF DIGITAL COLLECTIBLES

Digital Collectibles are unique blockchain-based tokens that are designed to provide entertainment value in obtaining and holding them. Digital Collectibles do not grant their holders voting rights, unless otherwise stated. The market value of a Digital Collectible  (if any) may vary and the Provider does not and cannot guarantee the market value of such Digital Collectible. Digital Collectibles exist by virtue of the ownership record maintained in the applicable ledger. Upon receipt of a Digital Collectible, the User agrees to comply with all the terms, including the Restrictions detailed in Section 6.5. below.

6.3. NO OWNERSHIP RIGHTS

By receiving and holding a Digital Collectible, 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 Digital Collectible are not transferred to the User as the recipient of the Digital Collectible.

Only limited personal non-commercial use and resale rights in the Digital Collectible are granted. No rights to sublicense, commercially exploit, reproduce, distribute, prepare derivative works from or modify the Digital Collectible, its individual components (for example the Artwork and underlying technology) and/or rights incorporated therein is granted. All intellectual property rights therein are reserved and not granted (“License”).

6.4. TRANSFER TO THIRD PARTY

As the holder of a Digital Collectible the User may transfer the Digital Collectible, 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). 

6.5. RESTRICTIONS

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

• the Platform;

• any technology and software (eg. API, data, code) used for the creation and issuance of the Digital Collectible; and

• any Partners’ and third-party rights that are incorporated in the Digital Collectible.

7. LOCKER ROOM FEATURE

NO FEES ARE CHARGED TO ACCESS THE LOCKER ROOM FEATURE.

In certain geographical areas, the Provider may offer Users a service to lock their Supported Fan Token/s (as defined below) in the smart contract against a reward (“Fan Token Locker Room” or “Locker Room Feature”). If You are within such geographical areas, the Locker Room Feature may be displayed to You. By using the Platform when the Locker Room Feature is displayed, and by participating in the Locker Room Feature, You shall be participating in the Features and Fan Rewards components as offered on the Platform by the Operator. You therefore understand, acknowledge and agree that You shall be bound by the rules and regulations related to the Features and Fan Rewards which are provided under the Platform Terms, including but not limited to the applicable liability and indemnity provisions.

7.1. DESCRIPTION, ELIGIBILITY AND ACCESS

The Locker Room Feature enables You to lock certain Fan Tokens in the smart contract which are eligible for the Locker Room Feature, which selection of Fan Tokens is determined at the Provider’s sole discretion (“Supported Fan Token”). You can lock Supported Fan Token(s) which You have available in Your Socios Account (not locked, contributed or already encumbered in any manner whatsoever) into corresponding team-specific campaigns (“Locker Room Campaign”) and which Supported Fan Token(s) will be locked in the smart contract (“Contributed Fan Token”) for a specific period as further described herein (“Locking Period”) in exchange for a reward chosen by You among a selection We provide to You (“Reward”). Supported Fan Token(s) will be announced directly on the Platform prior to the beginning of each Locker Room Campaign.

The Locker Room Feature is accessible on the Platform to Users registered in accordance with the Platform Terms.

Users are eligible to use the Locker Room Feature provided that:

1. We make the Locker Room Feature available to You on the Platform, and;

2. You hold the required number of Supported Fan Tokens as announced prior to the launch of the respective Locker Room Campaign, and the same are available on Your Socios.com Wallet at the time, and; 

3. You are not in breach of the Global Terms of Use, and;

4. You have read, understood and agreed with the provisions related to the Locker Room Feature (including any additional instructions and/or limitations outlined in the Locker Room Feature itself on the Platform) and with the locking of Your Contributed Fan Token by Us, and;

5. You have ensured that the Supported Fan Token and the Locker Room Feature are legal and compliant with the laws and regulations applicable to You.

The Locker Room Feature is made available to You according to the identity associated to Your Socios Account, and You may not use the Locker Room Feature for or on behalf of any third-party.

We may at Our sole discretion modify the Locker Room Feature in whole or in part, including the provisions and/or the rules and restrictions related thereto and this may affect Your eligibility and use of the Locker Room Feature as a whole, however this should not affect any ongoing Locker Room Campaigns which You would have previously decided to participate in and the respective Contributed Fan Tokens (unless such modification is due to regulatory reasons in which case the Provider and Operator will not be held liable should such modifications affect any ongoing Locker Room Campaigns). 

7.2. LOCKING/UNLOCKING FAN TOKENS AND LOCKING REWARDS

7.2.1. Your Choice during the Opt In Period

In each Locker Room Campaign, You will be given a period of time to choose the Reward and lock the corresponding amount of Supported Fan Tokens (“Opt In Period”). During the Opt In Period, You shall be requested to decide from one of two options: (i) You will either commit to locking the required amount of Supported Fan Token throughout the entire Locking Period (“Locked Locker Room”); OR (ii) You may reserve the possibility to unlock Your Contributed Fan Token at any time during the Locking Period (“Flexible Locker Room”). Following the expiration of the Opt In Period, You will not be able to contribute to the respective Locker Room Campaign.

7.2.2. Locked Locker Room

You understand that Your decision to choose the Locked Locker Room option is final and binding and thus Your Contributed Fan Token cannot be taken out of the Locker Room (“Unlock”) before the end of the Locking Period i.e. the end of the respective Locker Room Campaign. Your Contributed Fan Token will be locked in the smart contract throughout the entire Locking Period and Your Contributed Fan Tokens can be unlocked only after the end of the given Locker Room Campaign. This means that if You have opted for the Locked Locker Room, Your Contributed Fan Tokens may not be transferred out, traded, sold or otherwise until the end of the respective Locker Room Campaign. However, throughout the Locking Period, You may still use the Contributed Fan Tokens in other campaigns and activities within the Platform, unless otherwise communicated or outlined under the terms and conditions of relevant campaigns and/or activities.

7.2.3. Flexible Locker Room

You understand that if You choose the Flexible Locker Room option and decide to unlock Your Contributed Fan Tokens at any time before the end of the respective Locking Period, You forfeit Your right to be granted the Reward. Your Contributed Fan Token will be locked in the smart contract throughout the entire Locking Period and Your Contributed Fan Token can be unlocked if you so wish. Whilst locked, Your Contributed Fan Token may not be transferred out, traded, sold or otherwise until the end of the respective Locking Period or until You unlock them, whichever occurs earlier. However, throughout the Locking Period, You may still use the Contributed Fan Token in other campaigns and activities within the Platform, unless otherwise communicated or outlined under the terms and conditions of relevant campaigns and/or activities. 

7.2.4. Your Locking Reward

If You have opted for the Locked Locker Room, You will receive the Reward chosen by You from the available options on Your Socios Account at the timing as described herein. Digital Collectibles (if any) will be received upon choosing the Locked Locker Room option and locking Your Contributed Fan Tokens in the smart contract, whilst Reward Points (if any) will be received after the expiry of the respective Opt In Period. Other than the Reward and having the Contributed Fan Tokens able to be unlocked at the end of the respective Locking Period, You are expressly renouncing to claim any further products or services.

If You have opted for the Flexible Locker Room, You will receive the Reward chosen by You from the available options on Your Socios Account at the timing as described herein. Digital Collectibles (if any) will be received upon the expiry of the Locking Period, whilst any Reward Points (if any) will be received after the expiry of the Locking Period. You will only receive the Reward if You have retained the Contributed Fan Tokens locked in the smart contract throughout the entire Locking Period. If You have opted for the Flexible Locker Room and You unlock Your Contributed Fan Tokens prior to the expiration of the Locking Period, then You automatically forfeit Your right to be granted the Reward on Your Socios Account.

We reserve the right to determine and modify at any time a different start and the duration of the Opt In Period, the Locking Period for each Locker Room Campaign and to reschedule these with notification before the start of each Locker Room Campaign.

7.3. REWARDS

7.3.1. General Terms and Conditions

By participating in the Locker Room Feature, You understand, acknowledge and agree to participate in the Features and Fan Rewards features as offered on the Platform by the Operator, the rules and regulations of which are provided under the Platform Terms. Such provisions, rules and restrictions related to the Feature and Fan Rewards are incorporated herein by reference. 

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

The Rewards and the underlying products or services are subject to availability at the moment You choose.  We do not warrant to provide Rewards related to all our Partners and remain entirely free to choose which Rewards We make available. We do not take responsibility for Rewards that are displayed as available but no longer remain      available or in stock. Images of Rewards and their respective packaging on the online services are examples only and may not be an identical or accurate representation of the Reward or packaging You will receive. Differences may be due to Your device’s display of colours or any other factor.

Notwithstanding anything contained herein, certain Rewards may not be available to all geographical area or locations. If for any reason the selected Reward has become unavailable, We reserve the right to award You an equivalent Reward as the one You sought to redeem and You waive Your right to obtain a Reward similar to the one You have ordered.

7.3.2. Airdropping of Digital Collectibles and/or Reward Points

A Reward may, at the sole discretion of the Provider, be in the form of Digital Collectibles and/or Reward Points, or any other item, as made available to You. When participating in a Locker Room Campaign, in the event that the Reward chosen is in the form of a Digital Collectibles or Reward Points (when and if made available by the Provider during the Opt In Period), these will be allocated to your Socios.com Wallet as further outlined hereinabove. Furthermore, the provisions contained in the Global Terms of Use in relation to Digital Collectibles and Reward Points shall be applicable to Your use and possession thereof.

Digital Collectibles are created for Users of the App and for the use within the App. In case of using the Digital Collectibles on applications or platforms other than the Platform, the Digital Collectibles will be subject to terms and conditions of the respective service provider and any liability of Us should be excluded in such a case.

For the sake of clarity and the avoidance of doubt, Digital Collectibles do not, and shall under no circumstances, equate or give rise to any claim to/on Reward Points. The Digital Collectibles are Rewards in their own right and independent to any Reward Points being granted as Rewards, and ownership of the Digital Collectible does not automatically entitle the holder to redeem Reward Points, regardless of whether any information, details, artwork or graphics present on the Digital Collectible make reference to Reward Points. Reward Points shall be due as a Reward solely to the Locker Room Feature participant and only where explicitly stated.

7.4. Miscellaneous

7.4.1. You represent, undertake and warrant that:

1. Where applicable, whilst participating in the Locker Room Feature, You agree to comply with third party terms and conditions;

2. the Rewards have not been developed or made available to meet Your individual requirements, and that it is therefore Your responsibility to ensure that the Rewards meet Your expectations;

3. You shall use the Rewards for domestic and private use and not for any commercial, business or resale purposes, and We shall not be liable to You for any loss of profit, loss of business, business interruption, or loss of business opportunity.

We reserve the right to refuse to distribute a Reward to any User who in Our sole opinion is in breach of the Global Terms of Use and/or any applicable law.

8. DATA PROTECTION AND PRIVACY

8.1. GENERAL

When the User makes use of certain services 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”).

8.2. ACCOUNT AND TRANSACTION DATA

The Provider has the right to keep and use the transaction data or other information related to 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 fulfil its contractual obligations under these Terms. By accepting these Terms, the User acknowledges that the Chiliz Chain is immutable and that the Provider is not able to delete the transaction data of the User from the blockchain.

8.3. 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.

9. 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.

10. RISKS RELATED TO FAN TOKENS

There are various risks in connection with 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 Chain, 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 during 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 blockchain, mining attacks and/or similar events.

• Blockchain Token Risks: Tokens on blockchain platforms face multiple risks including software errors, network connectivity disruptions, hardware failures, security threats from hacking or unauthorized access, and changes in consensus rules. Additionally, forks, validator penalties, and fluctuations in token stability and value can affect tokens adversely. These issues can lead to token loss or negatively impact their value.

• 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 Attacks: The User understands and acknowledges that, as with other DLT networks, the Chiliz Chain 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.

11. REPRESENTATIONS OF USER

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

1. the User has read and understood these Terms in their entirety;

2. the User is not a citizen or resident of an Excluded Jurisdiction;

3. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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.

12. 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 Socios.com Wallet and the Decentralised Exchange are not operated by the Provider and that the Provider does not offer any warranties regarding their use.

13. 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:

• limit or exclude any liability for death or personal injury;

• limit or exclude any liability for fraud or fraudulent misrepresentation;

• limit any liabilities in any way that is not permitted under applicable law; or

• exclude any liabilities that may not be excluded under applicable law.

14. 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 under these Terms.

15. TERMINATION

The User may request 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 Socios.com Wallet through the Platform interface after the deactivation of the Socios Account. The provisions that by their nature are intended to survive the deactivation of the Socios Account shall so survive.

16. SIMULTANEOUS TERMINATION OF ALL AGREEMENTS

The User hereby understands, acknowledges and accepts that in the event that there exist grounds for termination of either: (i) these Terms; or (ii) the Platform Terms; or (iii) the Socios.com 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.

17. MISCELLANEOUS

17.1. 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. 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 immediately upon the date indicated in the Terms. Your continued use of the Platform after the posting of the amended Terms constitutes Your acceptance of such amended Terms. It is Your responsibility to regularly check to read through such notices and updates. 

17.2. ENTIRE AGREEMENT

These Terms contain 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. Any capitalised terms used nut not defined in these Terms shall automatically have the respective meanings given to them in the Platform Terms.

17.3. 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.

17.4. 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.

17.5. 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. Should the former be restricted to any extent under the applicable laws, the English language version of these Terms shall in any event prevail.

17.6. 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.

17.7. 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.

17.8. 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.

17.9. 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.

18. TERMS OF USER APPLICABLE TO ARGENTINIAN USERS

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

18.1. 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.

18.2. Dispute Resolution

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

18.3. Taxes

The Purchase Price 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 Price 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 Price, then:

(i)  the amount of Purchase Price 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 Price 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 Price 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 Price 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 in connection therewith) resulting from or arising out of any failure by You to pay any Payable Tax when due.

SOCIOS.COM WALLET TERMS

These Terms of Use govern the use of the Socios.com Wallet accessible through the following interfaces provided by Socios Services Baltics UAB:

(i) The website www.socios.com and/or any sub-website and/or associated domains (and/or sub-domains) of https://www.socios.com (“Web App”);

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

The Web App and Apps shall collectively be referred to as the “Interface”.

Preamble

In certain geographical areas, Socios Services Baltics UAB, a private limited liability company incorporated in Lithuania with company registry number 306098470 and registered office address at Gedimino pr. 20, Vilnius, Lithuania (“Socios”, “We”, “Us”, “Our”), makes the Socios.com Interface available to you (“User”, “You”, “Your”). Although the Interface 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 Interface to any Prohibited Users, Users in Excluded Jurisdictions or to any other Users as We deem fit to ensure the integrity of the Interface and to comply with applicable laws and regulations. If You are within the geographical areas We cover, You may access and use the Interface and the Socios.com Wallet accessible in accordance with the following Socios.com Wallet Terms (“Terms”).

These Terms solely govern the conditions under which You are able to access and use the Socios.com Wallet, and shall be read, interpreted and understood as an extension of the Global Terms of Use of Socios Platform (the “Global Terms of Use”). The Global Terms of Use remain fully applicable when accessing and using the Socios.com Wallet. By accessing the Interface and creating a Socios.com Wallet, You agree to be bound by these Terms and all other terms that are hereby incorporated by reference.

Socios operates the Interface through which You may access the Socios.com Wallet which is provided via a backend-only application operated by Dfns, a company registered under the laws of France with company registration number 888 176 575 and whose registered office is located at 142 rue de Rivoli, Paris 75001, France (“Dfns”, “Provider”). By accepting these Terms and using the Interface, the User understands and acknowledges that these Terms are binding between the User and Socios only and that the Provider is not a party to these Terms. Furthermore, the User hereby acknowledges, understands and agrees that since the Socios.com Wallet is a non-custodial wallet as described below, Socios is solely responsible for operating the Interface, and does not in any manner whatsoever operate the Socios.com Wallet or its use thereof.

1. DEFINITIONS

1.1. Affiliate means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Socios.

1.2. API or Application Programming Interface means a set of rules and protocols that allows different software applications to communicate with each other.

1.3. Chiliz Chain means a Layer-1, public, permissionless, decentralised, blockchain infrastructure using Proof-of-Stake-Authority consensus (PoSA). Launched by Socios’ Affiliate, initially it was specifically designed for the sports and entertainment industries and has since been increasingly decentralised. It enables the creation, trading, and management of digital assets, supports engagement, and drives traffic within these sectors.

1.4. Passkey means a cryptographic authentication technology that relies on an asymmetric key pair (a public and a private key) to enable secure access to applications.

1.5. Platform or Socios Platform means the digital fan engagement platform, ‘Socios.com’ accessible through the Interface, 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 related to their favourite Partners and benefit from extra benefits through Fan Tokens as well as other services and Features as explained herein.

1.6. Private Key(s) means secure, alphanumeric codes used to control access to digital assets stored through Distributed Ledger Technology (DLT), including the Chiliz Chain. A Private Key is generated and exclusively associated with each Socios.com Wallet.

1.7. Recovery Kit means a set of instructions, backup codes, or tools that help the User regain access to the Socios.com Wallet if they lose their primary credentials, provided by Dfns.

1.8. Recovery Code means a one-time code unique to the User Socios.com Wallet, generated when the Recovery Kit is created and that serves as a backup access credential to recover access to the Socios.com Wallet .

1.9.  Recovery Kit ID means a unique identifier associated with the specific recovery kit generated for the User Socios.com Wallet and which serves to differentiate between various kits or versions.

1.10. Socios Account means the account created and managed by the User within the Socios Platform, which is strictly personal to the User and associated with the User’s Socios.com Wallet.  

1.11. Socios.com Wallet means a non-custodial digital wallet in which the User is responsible for storing and managing their private keys and recovery methods, thereby giving the User control over their digital assets and allowing them to access digital assets compatible with the Chiliz Chain. The Socios.com Wallet can be accessed by the Users through the Interface.

Any capitalised terms that are not defined herein shall have the meaning given to them in the Global Terms of Use.

2. NON-CUSTODIAL WALLET

The Socios.com Wallet is a non-custodial wallet solution developed by Dfns that enables the User to hold Chiliz Tokens ($CHZ), Pepper Tokens ($PEPPER), Fan Tokens, Digital Collectibles, and any other supported digital asset issued on the Chiliz Chain. When using the Socios.com Wallet, the User accepts and acknowledges that they remain in control of their digital assets and no custody services are provided by Socios, Socios’ Affiliates or the Provider in relation to the assets the User holds within the Socios.com Wallet. 

Socios and the Provider do not have any control over the assets a User may hold or transfer into the Socios.com Wallet. The User accepts and acknowledges that Socios and the Provider have no ability to access or transfer the digital assets stored on the Socios.com Wallet. The User remains solely responsible for ensuring no third-party gains access and transfers the digital assets they hold within the Socios.com Wallet.

Any assets transferred to or held in Your Socios.com Wallet will not be held in custody by Socios or by any other third party, and only You can access and control Your assets held thereon. You can freely transfer Your assets from Your Socios.com Wallet to another wallet at any time. In relation to the Socios.com Wallet, Socios (nor any other third party) shall neither provide any virtual asset services or financial services, nor does it act as a custodian or financial intermediary of Your assets.

Socios (nor any third party) does not manage, have control over or have access to any of the information connected to Your Socios.com Wallet, including but not limited to passkeys, private keys, recovery codes or assets held thereon. Socios only has access to information that has been processed in relation to Your Socios Account or that is publicly available on the blockchain.

Socios (nor any third party) cannot interfere with any of Your digital assets and transactions taking place on Your Socios.com Wallet in any case. 

3. WALLET CREATION

3.1. Socios.com Account

A User can only create the Socios.com Wallet if the User has successfully created a Socios Account. All actions that are taken by the User on the Platform are subject to the terms and conditions laid down in the Global Terms of Use. The Socios.com Wallet can only be created within the Platform, and remains associated with the User’s Socios Account. The User’s ability to create a Socios.com Wallet therefore depends on the User’s ability to access the Platform and successfully create a Socios Account.

3.2. Passkey and Recovery Kit

When setting up the Socios.com Wallet within the Platform, the User will be prompted to set up a Passkey to protect the access to the Socios.com Wallet. The Passkey may be set up using diverse authentication methods, including FaceID (or similar technology), fingerprint and screen lock. The User is solely responsible for ensuring the safety and storage of the Passkey, and acknowledges that the loss of the Passkey may lead to the irreversible loss of all digital assets stored in the Socios.com Wallet.

When setting up the Socios.com Wallet, the User will also be provided with a Recovery Kit which consists of a Recovery Code and a Recovery Kit ID. The User has the ability to download the Recovery Kit and must confirm that the Recovery Kit was saved in a safe location before proceeding and accessing the Socios.com Wallet. The User is solely responsible for ensuring the safety and storage of the Recovery Kit, and acknowledges that the loss of the Recovery Kit may lead to the irreversible loss of all digital assets stored in the Socios.com Wallet.

In any case, the Passkey and the Recovery Kit are the two main means of access to the Socios.com Wallet. The loss of both the Passkey and the Recovery Kit will lead to the complete and definitive loss of all digital assets stored on the Socios.com Wallet.

3.3. Seed Phrase and Private Key

When setting up the Socios.com Wallet within the Platform, the User accepts and acknowledges that no Seed Phrase will be generated and associated with the User Wallet. A “Seed Phrase” is a recovery method consisting of a set of 12 to 24 randomly generated words that acts as a backup to access a cryptocurrency wallet. The User accepts and acknowledges that this recovery method is an add-on feature, and that the absence of such add-on feature has no effect on the classification of the Socios.com Wallet as a non-custodial wallet.

The User also accepts and acknowledges that as a security measure implemented by the Provider to avoid the Private Key being replicated or disclosed to unauthorised third parties, the Private Key associated with the Socios.com Wallet will not be disclosed to the User upon the creation of the Socios.com Wallet. The User acknowledges and accepts that throughout the Socios.com Wallet lifecycle, the Private Key associated with the Socios.com Wallet will never be disclosed to or known by Socios, the Provider or any other third-party.

4. WALLET INTEGRATION

Users may access and use their Socios.com Wallet by importing the Recovery Kit on any unauthorised third party interfaces integrating the Application Programming Interface provided by Dfns (“Dfns API”) or by WalletConnect (“WalletConnect API”). WalletConnect is an external open-source protocol that enables third party applications to connect and interact with cryptocurrency wallets without exposing the User’s Private Key.

By accepting these Terms, the User acknowledges and accepts that they can only connect their Socios.com Wallet to third-party interfaces and applications that have integrated the Dfns API or the WalletConnect API and that Socios does not guarantee that any third party will integrate, or continue to integrate, the Dfns API or the WalletConnect API into their interface or application.

By connecting their Socios.com Wallet to unauthorised third party interfaces through the Dfns API or the WalletConnect API, the User may interact with decentralised applications (“dApps”) outside of the Interface. The User accepts and acknowledges that unauthorised third party interfaces and dApps to which they may connect their Socios.com Wallet may involve risks that are solely and fully assumed by the User.

The User is solely responsible for conducting their own research and diligence on any unauthorised third-party interfaces and dApps to which they connect their Socios.com Wallet, including on whether such third-party interfaces or dApps comply with applicable laws under their relevant jurisdictions. Socios cannot be held liable in any manner whatsoever and under any circumstances for any loss of the User’s assets resulting from connecting the Socios.com Wallet to unauthorised third-party interfaces and applications. 

5. SIGNATURE

The Socios.com Wallet offers the User enhanced security and control over their digital assets through Dfns’s technology and infrastructure. By accepting these Terms, the User acknowledges the provision of the technical infrastructure provided by Dfns and implemented into the Socios.com Wallet as per Dfns’s security documentation available HERE.

The description of Dfns technology and security features hereunder is provided by Socios and aims to provide the User with a clear and comprehensive description of the features implemented within the Socios.com Wallet. The User acknowledges and accepts that the features described herein are exclusively built, developed, and implemented by Dfns, that Socios has no control over the inbuilt security features implemented within the Socios.com Wallet, and that the description of such features is only educational and cannot be construed as a binding agreement between the User and Socios or the Provider.

5.1. Private Key Generation 

The User acknowledges that the Dfns Socios.com Wallet infrastructure enhances the security of digital assets by preventing the disclosure of the Private Key associated with the User’s Socios.com Wallet upon creation of the Wallet, including during the generation of the Wallet Private Key.

The User acknowledges and accepts that Socios does not have control over the technical solution provided by Dfns, and that neither Dfns nor Socios have access to the User Socios.com Wallet Private Key or digital assets at any point in time through the Wallet lifecycle.

5.2. Key Shards and Multi-Party Computation

Upon creation of the Socios.com Wallet, the Private Key associated with the Socios.com Wallet (referred to as the “Master Private Key”) is split into different “shards” created via Distributed Key Generation (DKG) technology. Each shard alone cannot access the associated Socios.com Wallet or the digital assets it contains, but when combined, they can reconstruct the Master Private Key. Each shard of the Private Key is encrypted and stored within Dfns’s decentralised signer network.

This sharding process is part of the Multi-Party Computation (MPC) technology offered by the Provider and implemented by Socios. The MPC technology is open source, and rests on a threshold signature scheme (TSS) mechanism, ensuring that participants engaged in signing can keep their inputs confidential without disclosing them. When the User requires a signature, MPC technology ensures these fragments can generate a valid signature without being assembled in full through Zero-Knowledge Proofs (ZKP). This technology is provided by Dfns and referred to as “Delegated Signing”. 

The User acknowledges and accepts that no individual party within the quorum possesses full access to, or control over the stored assets. Additionally, the User is solely responsible for calling the Dfns API and requesting transaction signing through Delegated Signing as described thereon in this Terms. The User also acknowledges and accepts that the Master Private Key will never appear and is not required to appear through the signing process, which means that You are the only one that can authorise transactions, and that such interaction does not expose Your Private Key. 

5.3. Signing Secret

The User acknowledges and agrees that only the User can request transaction signing by calling the Dfns API integrated within the Platform, and transactions can only be executed via the Dfns API. All requests to the Dfns API must be signed by a Signing Secret only known by the User which is generated and persists on the User’s device. The User Signing Secret – which can also be referred to as API credentials – is a private cryptographic key used by the User to generate secure digital signatures when interacting with Dfns API. This Signing Secret is never shared with Dfns. 

To handle these API calls via the User’s signing secret, Dfns has integrated the WebAuthn 3.0 passwordless open protocol. WebAuthn is natively integrated into all major browsers and mobile operating systems, allowing the User to establish signing credentials via a Passkey using biometric authentication to call the Dfns API. The User acknowledges and agrees that when requesting transactions from their Socios.com Wallet, the User will be required to complete the biometric authentication, and such authentication acts as transaction signature in Dfns back-end systems.

The User acknowledges and agrees that Socios and the Provider do not have any access to the Signing Secret used by the User to sign transactions through Passkey and stored on the User device. The User also acknowledges that unlike the Private Key, the User Signing Secret is not immutable and can be revoked if stolen or re-established if lost. The Signing Secret is not stored within any electronic systems managed by Socios or the Provider, but remains exclusively associated with the User device. If the User loses access to the device where the Passkey is stored, or is unable to regain access to the Passkey through which the User Signing Secret is contained, the User must immediately inform Socios’ customer support.

6. SUPPORTED NETWORKS

The Socios.com Wallet integrates the Chiliz Chain (“Supported Network”), a layer-1 blockchain developed by Chiliz and which uses its own token standard called CAP-20. The Socios.com Wallet displays a blockchain address associated with the User’s Socios.com Wallet that can only be used by the User to receive digital assets on the Chiliz Chain. The User acknowledges and agrees that any blockchain network other than the Chiliz Chain, such as Bitcoin or Ethereum, is not supported on the Socios.com Wallet (“Unsupported Networks”).

The User acknowledges and agrees that Socios bears no responsibility and is not liable for any digital assets transferred to the Socios.com Wallet through Unsupported Networks, including but not limited to, the loss of any such digital assets.

7. SUPPORTED TOKENS

The Socios.com Wallet enables the User to hold Chiliz Tokens ($CHZ), Pepper Tokens ($PEPPER), Fan Tokens, Digital Collectibles, and any other digital assets compatible with the Chiliz Chain (“Supported Digital Assets”). You acknowledge that the transfer of Supported Digital Assets cannot be cancelled, reversed or refunded once it has been broadcast to the Supported Network, although it may be in a pending status, and designated accordingly, while the transfer is processed by network operators. Notwithstanding compatibility with any Supported Digital Asset issued on the Chiliz Chain, such assets may not be accessible through the Interface, as solely decided by Socios.

The Socios.com Wallet does not enable the User to hold other blockchain-based assets, such as Bitcoin or Ethereum, that were not issued on the Chiliz Chain under the CAP-20 token standard (“Unsupported Digital Assets”).

Under no circumstances should a User attempt to use the Socios.com Wallet to store, send, request or receive Unsupported Digital Assets. Socios and its Affiliates assume no responsibility or liability in connection with any attempt of a User to use the Socios.com Wallet for Unsupported Assets. The User acknowledges and agrees that Socios and its Affiliates bear no responsibility and are not liable for any Unsupported Digital Asset that is sent to the Socios.com Wallet, including but not limited to, the loss of any such Unsupported Digital Assets.

8. FEES

8.1. Incoming Transfers (to Socios.com Wallet)

The Socios.com Wallet allows the User to receive Supported Digital Assets through Supported Networks from external or third-party wallet addresses. Although Socios does not charge any fees related to incoming transfers from external or third-party wallets, 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.

Socios shall not be responsible or liable for any losses You incur due to transaction fees or losses that occur due to incorrectly set transaction fees from external or third-party wallets. 

8.2. Outgoing Transfers (from Socios.com Wallet)

The Socios.com Wallet allows the User to send Supported Digital Assets through Supported Networks to external or third-party wallet addresses. Any fees related to such outgoing transactions shall be exclusively borne by the User, including network fees and slippage.

Network fees (or gas fees) are charges required to execute Your transaction on the blockchain. They can fluctuate depending on network traffic and transaction type. Network fees are not particular to the Chiliz Chain and are not charged by Socios or any other third-party. When signing an outgoing transaction, the Socios.com Wallet enables the User to see the estimated amount of network fees for the requested transaction to be executed on the Supported Network.

Slippage is the difference between the expected price and the actual price of a trade due to market changes, and is expressed in percentage. The User acknowledges that a default slippage of 0.5% will apply for outgoing transactions from the User’s Socios.com Wallet, unless otherwise set up from the User. If the final price exceeds this percentage difference, the transaction will fail and the digital assets will not be transferred out of the User’s Socios.com Wallet. If the trade is successful, any unused slippage will be returned to the User.

Slippage does not constitute a fee and is not charged by Socios or any third-party. The User shall be exclusively responsible for setting up the slippage within which they accept to execute the requested transaction. Socios shall not be responsible or liable for any losses You incur due to slippage or losses that occur due to incorrectly set slippage by the User.

All outgoing transactions from the User’s Socios.com Wallet must be requested and signed by the User as per these Terms. Signature of the transaction request from the User equals to approval of the network fees and slippage associated with such transaction and displayed on the transaction interface within the Socios.com Wallet. 

9. SECURITY 

Socios is committed to maintain the security of the Socios.com Wallet to safeguard the digital assets that are held thereon and has implemented industry standard protection for this purpose. However, the User is fully responsible for the security and the safekeeping of the access credentials that are required to get access to the Socios Account and hence the Socios.com Wallet, including the User Passkey, as well as the personal devices on which such credentials are stored and from which the Socios.com Wallet is accessible.

The User acknowledges and accepts that all actions taken in relation to the Socios.com Wallet will be deemed as actions that are performed by the User. Socios assumes no responsibility or liability for any loss or damages caused by the authorised or unauthorised 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 Socios.

If the User loses a personal device or is concerned that the Socios Account has been compromised, the User shall immediately notify Socios via reports@chiliz.com.

As outlined hereunder these Terms, the User has the ability to access the digital assets stored in the Socios.com Wallet through unauthorised third-party interfaces and platforms that have integrated Dfns API or WalletConnect API. If the User loses access to the Socios Account associated with the User’s Socios.com Wallet, it remains possible to access and manage the digital assets stored in the Socios.com Wallet through the Recovery Kit set up upon the creation of the Socios.com Wallet.

It is not possible for Socios or any third-party to recover access to the Socios.com Wallet. The User shall remain solely responsible for the safekeeping of any passcodes required to access their Socios.com Wallet and for backing up the Recovery Kit in order to restore access to the User’s Socios.com Wallet. The User shall be solely responsible for storing and safekeeping the Recovery Kit upon creation of the Socios.com Wallet. If the User loses the Recovery Kit, the User acknowledges and agrees that any digital assets they hold in the Socios.com Wallet will become permanently inaccessible. 

10. RISKS

There are various risks in connection with provision of the Socios.com Wallet. The User should carefully consider and evaluate each of the following risk factors and all other information related thereto which are contained in these Terms before deciding to utilise the Socios.com Wallet. By accepting these Terms, the User understands and acknowledges in particular the following risks:

• Third-Party Risks: Socios collaborates with third parties in order to provide the User with access to the Socios.com Wallet through the Interface. The User understands and acknowledges that there is no guarantee that any third-party will continue to provide Socios with the necessary third-party services required to do so.

• Risk of Software Weaknesses: The User understands and acknowledges that complex software such as the Socios.com Wallet are never entirely free from defects, errors, bugs, and security vulnerabilities, and that Socios therefore does not warrant that the Socios.com Wallet, or access thereto, will be free from defects, errors, and bugs.

• Risk of Attacks: The User understands and acknowledges that, as with other blockchain networks, the Chiliz Chain 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 digital assets stored on the chain, expected proper execution and sequencing of transactions, and expected proper execution and sequencing of contract computations.

• Digital Assets Risks: Tokens on blockchain platforms face multiple risks including software errors, network connectivity disruptions, hardware failures, security threats from hacking or unauthorised access, and changes in consensus rules. Additionally, forks, validator penalties, and fluctuations in token stability and value can affect tokens adversely. These issues can lead to token loss or negatively impact their value.

• Networks Risk: Socios does not own or control the Supported Networks which govern the operations of the Supported Digital Assets. You acknowledge and agree that (a) the Services and the Supported Digital Assets are subject to changes in Supported Network rules; (b) Socios is not responsible for operation of the Supported Networks and makes no guarantee of their functionality, security or availability; (c) Socios may decide not to support the new changed networks entirely.

• Regulatory Risk: The User understands and acknowledges that blockchain 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 provision of the Socios.com Wallet. You further agree that (a) Socios is not responsible for the regulatory status or treatment in any jurisdiction of any Supported Digital Assets that you may access or transact using the Socios.com Wallet; and (b) Socios or any third-party partner may refuse, limit, condition, or suspend any support for any Supported Digital Asset if Socios or any third-party partner is required to do so under law or under the direction of a regulatory authority.

• Risk of Transaction Verification: The User understands and acknowledges that the transfer of Supported Digital Assets may be delayed or not be executed due to the transaction volume on the relevant blockchain, mining attacks, and/or similar events.

The User understands and acknowledges that the risks listed above are not exhaustive, that they are borne exclusively by the User, that the User cannot pass on the consequences of a realisation of these risks to Socios or any other third-party, and that the purchase price or the value of the digital assets held in the Socios.com Wallet will not be refunded or reimbursed to the User if any of these risks are realised.

11. LIMITATION OF LIABILITY

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

• any loss or theft of digital assets from the Socios.com Wallet as a result of phishing, pharming, vishing, smishing or any other method;

• any transfer of any digital assets from the Socios.com Wallet to any person at any time;

• any failure, malfunction, or disruption of the Socios.com Wallet (or access thereto through the Interface) or any technology on which Socios relies on, due to occupancies of hacks, cyber-attacks, distributed denials of service attacks, errors, vulnerabilities, defects, flaws in programming, or source code or otherwise;

• losses, whether direct or indirect, that the User may incur as a result of Socios’s compliance with applicable laws and regulations or any writ of attachment, lien, levy, subpoena, warrant, or other legal order;

• losses relating to Unsupported Assets.

The User understands and acknowledges that:

• All transactions are executed by, and at the sole risk of the User. If the User enters the incorrect wallet address, both for an outgoing or an incoming transaction, the digital assets transferred within this transaction will be irrevocably lost. Socios does not guarantee the identity of any receiver, requestee or other third party and Socios will have no liability or responsibility for ensuring that the information the User provides is accurate and complete. Socios shall not be responsible for incorrectly provided addresses and any damages or losses sustained by the User as a consequence thereof.

• Socios.com Wallet (or access thereto through the Interface) is provided on an “as is” basis and that there is no warranty whatsoever on the Socios.com Wallet, expressed or implied, to the extent permitted by law. Any use of the Socios.com Wallet is at the sole risk of the User.

• By using the Socios.com Wallet, Users acknowledge and agree that any reliance on third-party services, including those provided by the Provider, is undertaken at their own risk.