Last Updated: September 28, 2023
This website is owned and operated by Filmio International Ltd. (“Filmio,” “Company,” “we,” “us,” or “our”). These Token Terms and Conditions (the “Token Terms” or this “Token Agreement”) govern all aspects in connection with the Digital Assets (as defined below) as made available through https://film.io/ (the “Site”) and any mobile applications, and other services made available by Filmio (collectively the “Services”). The term “You” or “User” shall refer to any individual that views, uses, accesses, browses or submits any content or material to the Services.
PLEASE READ THESE TERMS OF TOKEN SALE AND USAGE CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS (AS DEFINED HEREIN), DO NOT PURCHASE (WHETHER THROUGH US AN INTERMEDIARY OR OTHERWISE) OR CONTINUE TO HOLD OR USE THE TOKENS (AS DEFINED BELOW). THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFERING DOCUMENT, AND ARE NOT AN OFFER TO SELL, NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT, FINANCIAL INSTRUMENT AND/OR SECURITY IN ANY JURISDICTION.
BY MAKING A CONTRIBUTION TO A SELLER (AS DEFINED IN THESE TOKEN TERMS) OR ANY INTERMEDIARY FOR THE PURCHASE OF THE TOKENS, OR BY CONTINUING TO HOLD OR USE THE TOKENS WHICH YOU MAY HAVE OBTAINED BY ANY OTHER MEANS, YOU WILL BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. BY ACCEPTING THESE TERMS, YOU WILL BE ENTERING INTO A BINDING AGREEMENT WITH THE SELLER, WHICH TERMS CONTAIN PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS. THE PURCHASE, HOLDING AND USAGE OF DIGITAL TOKENS ARE SUBJECT TO A NUMBER OF RISKS (INCLUDING FINANCIAL RISK), SOME OF WHICH THE SELLER HAS SET OUT IN THESE TERMS. IF YOU ARE IN ANY DOUBT AS TO THE SUITABILITY OR OTHERWISE OF PURCHASING, HOLDING OR USAGE OF THE DIGITAL TOKENS REFERRED TO IN THESE TERMS, YOU SHOULD SEEK APPROPRIATE PROFESSIONAL ADVICE.
NOTHING IN THESE TERMS CONSTITUTES LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE AND YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISER BEFORE ENGAGING IN ANY ACTIVITY IN CONNECTION HEREWITH.
You own your Digital Assets. As used throughout this Agreement, “Digital Asset” means any digital asset (including a virtual currency or token, NFT, or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network whether in existence currently or to be invented. Each Digital Asset is on the blockchain. “Seller” means a party such as the Company, its Affiliated Parties, a User, an intermediary, an exchange, or otherwise who engages in the sale of Digital Assets. When you purchase a Digital Asset, you own the rights in the Digital Asset pursuant to the terms and conditions of use relating to the purchase and sale agreement for the Digital Asset. Ownership of the Digital Asset is mediated entirely by the smart contract and the blockchain on which it was purchased. At no point may we seize, freeze, or otherwise modify the ownership of any Digital Assets you own, and you agree that we do not have any responsibility or liability for your purchase and receipt of Digital Assets purchased using our Services and Offerings.
(b) Risks. You accept and acknowledge each of the following:
(i) To the extent that you sell your Digital Assets, please be aware that the prices of Digital Assets are extremely volatile and fluctuations in the prices of other Digital Assets and impact the price of your both positively and negatively. Given their volatility, Digital Assets such as should not be considered an investment. You assume all risks in that connection.
(ii) Ownership of a Digital Asset confers ownership of digital artwork only. Accordingly, no information on this Site (or any other documents mentioned therein) is or may be considered to be advice or an invitation to enter into an agreement for any investment purpose. Further, nothing on this Site qualifies or is intended to be an offering of securities in any jurisdiction nor does it constitute an offer or an invitation to purchase shares, securities, or other financial products. Due to the artistic nature of the project, Digital Asset has not been registered with or approved by any regulator in any jurisdiction. It remains your sole responsibility to assure that the purchase of the Digital Asset and the associated art is in compliance with laws and regulations in your jurisdiction.
(iii) You assume all risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet.
(iv) Digital Assets, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies impacting the value for your Digital Asset. You understand and accept all risks in that regard.
(v) You assume all responsibility for any adverse effects of disruptions or other issues impacting Ethereum or the Ethereum platform. Filmio has no obligation to monitor any content or transaction. You assume all responsibility for any adverse effects that are caused by submitting or posting content or transacting with any other user on the Services or Offerings.
(c) Fees and Payments.
If you elect to purchase a Digital Asset through our Services or Offerings, any financial transactions that you engage in will be conducted through several blockchain networks. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. We will have no liability to you or any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the blockchain networks. Most of the blockchain networks require the payment of a transaction fee for every transaction that occurs on their network. The transaction fees fund the network of computers that run the blockchain networks and facilitate your transaction in the purchase, sale, or transfer of Digital Assets. This means that you will need to pay a fee, and be fully responsible, for each transaction.
Your purchase, whether through an intermediary or otherwise, of Filmio’s FAN Tokens or FILM Tokens or other tokens as the Company may issue (collectively the “Tokens”), as well as continued holding and/or usage of the Tokens are subject to the terms and conditions of these Token Terms. By accessing or using our Services, purchasing the Tokens (whether through an intermediary or otherwise), or continuing to hold or use the Tokens, you agree to be bound by the terms and conditions of these Token Terms. Before agreeing to these Token Terms, you must read this document in full. If at any time you do not agree to these terms and conditions or do not wish to be bound by these terms and conditions, you may not access or use our Services or engage in on our Offerings and shall not be entitled to purchase the Tokens (whether through an intermediary or otherwise) or continue to hold or use the Tokens. The Company, its Affiliated Parties and/or Sellers shall be under no obligation to maintain a copy of these Terms on the Website after the sale of the Tokens, and you are advised to print or download and keep a copy of these Token Terms for your future reference (if required). As used herein “Affiliated Parties” means the Company’s subsidiaries, parent companies and affiliated entities, and each of their past, present, and future directors, officers, employees, agents, Sellers, equity holders, contractors, advisors, members, the DAO, their suppliers, vendors, licensors, predecessors, successors, and assigns.
(a) Purpose of the Tokens. FAN Tokens are cryptographic utility tokens. The purpose of the FAN Tokens are to facilitate the participation in the “Filmio Web3 ecosystem (the “Platform”) which, when fully developed, is a Web3 community and marketplace to democratize the film industry by allowing creators of project to post and market their creative projects and for the Users of our Services to vote for the projects they desire to support by staking and/or donating their FAN Tokens. Users will also be able to create, display, market, sell and distribute their favorite NFTs, use various Web3 tools, and interact with other Users. FAN Tokens are designed to be the only mechanism by which Users may obtain access to certain products and services on Film.io and other Services (when the same is completed and deployed). It is not intended to be a medium of exchange accepted by the public, or a section of the public, as payment for goods or services or for the discharge of a debt. For each exchange of services or products on Film.io, the costs are to be quantified in our Tokens paid to Film.io and/or the other party providing the services or products being exchanged. The goal of introducing the Tokens is to provide a convenient and secure mode of payment and settlement between User and participants who interact within Film.io. Further, the Tokens may be used as incentives and rewards for Users and participants. Currently, the Company provides the following uses for the FAN Tokens at Film.io: (i) to encourage community participation, staking and donating the FAN Tokens to vote for and support creative projects, (ii) to purchase products such as NFTs, memorabilia, streaming rights and download rights, and (iii) to earn Fan Governance Rewards (“FGRs”) for staking and providing value on the Platform.
Additional Services and Offerings of the Company will be announced once finalized. The following features are planned for the Tokens: (A) propose and vote on on-chain governance proposals to determine future features and/or parameters of Film.io (the right to vote is restricted solely to voting on features of Film.io; it does not entitle Token holders to vote on the operation and management of the Company, Affiliates, Sellers, or other persons, or their assets or the disposition of such assets to token holders, or select the board of directors of these entities, or determine the development direction of these entities, does not constitute any equity interest in any of these entities or any collective investment scheme; the arrangement is not intended to be any form of joint venture or partnership); (B) access to tools for creating, displaying, marketing, selling and transferring their NFTs, (C) allow holders access to play/utilize exclusive in-game content where they can earn Tokens or other NFTs, (D) the ability to obtain rewards from the projects they support based upon their success, and (E) access to exclusive VIP communities, events and opportunities. Immediately after the token sale phase, the FAN Tokens will have the functionality as described above. As development of Film.io progresses further, the various features of the FAN Tokens would be implemented incrementally and become available over time.
The Tokens are an integral and indispensable part of Film.io because in the absence of the FAN Tokens, there would be no common unit of exchange for goods, services, or incentives to motivate creators and Users to contribute their efforts, reducing the ability of the Platform to achieve it purpose. The ownership of the Tokens carries no rights, express or implied, in the Company, or Affiliated Parties other than the right to use the FAN Tokens as a means to enable usage of and interaction with Film.io. The FAN Tokens are sold as a useable virtual good and does not have any functionality or utility outside the ecosystem on Film.io — accordingly it is not necessarily merchantable and does not necessarily have any other use or value. The ecosystem on Film.io is structured as a “closed system” insofar as the usage of the Tokens are concerned. Further, the Tokens are not a consumer product and to the maximum extent permitted by law, its holders accept explicitly and agree that they are not covered by the consumer protection regulation of any jurisdiction.
(b) Character and Utilization of the Tokens. You understand and agree that the Tokens:
(i) may only be utilized on Film.io and other Services and Offerings provided by Company; is non-refundable and cannot be exchanged for cash by the Company or Affiliated Parties (or its equivalent value in any other virtual currency) or any payment obligation by the Company;
(ii) does not represent or confer on you any ownership right, shareholding, participation, debt or royalty obligation or any other right, title, or interest of any form with respect to the Company or any Affiliate or any other company, enterprise or undertaking, or any of their revenues or assets, including without limitation any right to receive future revenue, dividends, shares, payment of debt or royalty obligations, ownership rights or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), right to receive accounts, financial statements or other financial data, the right to requisition or participate in shareholder meetings, the right to nominate a director or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to the Company or any Affiliate and/or any service provider of any Affiliate;
(iii) are not intended to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment;
(iv) are not intended to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
(v) are not a loan to the Company or any Affiliate and is not intended to represent a debt owed by the Company or any Affiliate, and there shall be no expectation of profit or interest income arising in connection therewith;
(vi) do not provide you with any ownership or other interest in the Company or any Affiliate;
(vii) are not any form of financial derivative;
(viii) are not any form of commercial paper or negotiable instrument;
(ix) will not entitle Token holders to any promise of fees, dividends, revenue, profits or investment returns, nor should there be any such expectation;
(x) are not any note, debenture, warrant or other certificate that entitles the holder to any interest, dividend or any kind of return from any Affiliate or any person;
(xi) are not any commodity or asset that any person is obliged to redeem or purchase;
(xii) are not for speculative investment;
(xiii) are not intended to constitute securities in the United States or any relevant jurisdiction;
(xiv) do not result in any mutual covenants, or agreement to rights and obligations, being entered into between you and other holders of the Tokens inter se;
(xv) are subject to limitations and conditions in these Terms and all applicable policies as may be published from time to time on Film.io;
(xvi) do not have any tangible or physical manifestation, and does not have any intrinsic value (nor does any Affiliate or any other person make any representation or give any commitment as to its value); and
(xvii) do not constitute the provision of any goods and/or services except as may be offered by the Company in its discretion.
(d) Process for Purchasing Tokens and Digital Assets. The Company reserves the right to require you to provide us with your personal details including without limitation the following:
(i) Your full legal name, date of birth, address and contact information;
(ii) Details and address of the digital wallet from which you have sent the payment to purchase Tokens and Digital Assets, including but not limited to the Tokens and NFTs, and the digital wallet to which the Tokens and Digital Assets are to be sent;
(iii) Government issued identification such as a passport, driver’s license, and/or identification card. We may also require that you take a photograph with such government issued identification to ensure the authenticity of your identity.
(iv) Your taxpayer identification, income and/or net asset value;
It is your responsibility to provide correct information and details. Failure to provide this information upon request, could prevent or delay us from transferring Tokens and Digital Assets to your digital wallet.
(e) Cancellation, Refunds, Refusal and Replacement Policy. Your purchase, receipt, and use of Tokens and Digital Assets whether through the Company, its Affiliated Parties, a peer-to-peer transaction, an intermediary, an exchange, or otherwise (each a “Seller”) is final. There are no refunds or cancellations except as may be required by applicable law or regulation and you waive any rights to be refunded any amounts which you have paid to the Company, its Affiliated Parties and/or Sellers in exchange for Tokens and Digital Assets. You acknowledge and agree that the Company and/or its Affiliated Parties are not under any obligation to issue replacement Tokens and Digital Assets in any event, including but not limited to, any private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible or unusable for any reason. You are solely responsible for providing the correct digital wallet address and maintaining the security and functioning of your digital wallet. The Company, each Affiliate, and/or Seller each reserve the right to refuse or cancel any request(s) to purchase or purchases of Tokens and Digital Assets at any time in their sole discretion, with or without reason, and without giving reasons for cancelation or refusal, including, but not limited to, in connection with the following:
(i) Any failure to complete know-your-customer, anti-money laundering, and/or counter terrorist financing checks prescribed by the Company, its Affiliates and/or Sellers;
(ii) A change of business or development plan of the Company, its Affiliates and/or Sellers; and/or
(iii) An adverse change of the regulatory environment.
For the avoidance of doubt, the Company, each Affiliated Parties, and/or the Seller shall not be required to notify you of the outcome of any of our customer identification, due diligence and/or anti-money laundering due diligence checks, or in any case provide reasons for unsatisfactory results based upon due diligence, information and/or reports. In the event that the Company, each Affiliated Parties, and/or the Seller refuses or cancels any request(s) to purchase Tokens and Digital Assets, the price paid by you shall be rejected or refunded (as applicable) in accordance with the Company’s, each Affiliated Party’s, and/or the Seller’s internal policies and procedures, less (A) amounts required to be confiscated by applicable laws, (B) fees and expenses incurred in directly or indirectly related to the rejected, refused or canceled transaction, including, but not limited to, blockchain network fees (C) the Seller’s administrative fees for processing such transfer (not exceeding 5% of the refund amount), and (D) any Tokens or Digital Asset already delivered to you. No interest, yield, value or price differences, or other additional remuneration will accrue on the value of any fund transfer and any refusal, cancelation, and/or refund. At any time during the sale of any Tokens or Digital Assets, the Company, its Affiliated Parties, and/or the Seller may either temporarily suspend or permanently abort the transactions (whether relating to the private sale or public sale phase, or both) at its sole discretion without providing any reasons whatsoever. During any period of suspension or in the event that the transaction is aborted (whether relating to the private sale or public sale phase, or both), the Tokens and Digital Assets will not be available for purchase.
(f) Acknowledgement and Assumption of Risks. You acknowledge and agree that there are numerous risks associated with purchasing, holding, utilizing, selling, and/or transferring Tokens and Digital Assets, and by participation in the Services and Offerings (including but not limited to Film.io) of Company and its Affiliated Parties. If you have any queries or require any clarification regarding these risks, please click the following link, fill out the appropriate form and submit the form, https://filmio.atlassian.net/servicedesk/customer/portal/4 . YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND THAT BLOCKCHAIN AND VIRTUAL CURRENCIES, TOKENS (INCLUDING WITHOUT LIMITATION ETH, BTC, USDT, USDC), DIGITAL ASSETS AND/OR NFTS ARE NEW AND UNVERIFIED TECHNOLOGIES THAT ARE BEYOND CONTROL OF THE COMPANY OR ANY AFFILIATE.
IN PARTICULAR, AND IN ADDITION TO TERMS OF THIS DOCUMENT, YOU BEAR FULL RESPONSIBILITY FOR, AND ASSUME, ANY AND ALL RISKS THAT MAY ARISE BY PURCHASING, HOLDING AND/OR USING THE TOKENS AND DIGITAL ASSETS AND USING THE SERVICES INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING RISKS:
(i) Changes in Functionality. The Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, except for those which are specifically described in these Token Terms, and which may change from time to time.
(ii) Non-Refundable. The Seller is not obliged to provide the Tokens holders with a refund related to the Tokens for any reason, and the Tokens holders acknowledge and agree that they will not receive a refund including any money, tokens, Digital Assets, NFTs, or other compensation in lieu of a refund. No promises of future performance or price are or will be made in respect to the Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that the Tokens will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations.
(iii) Uncertain and Shifting Regulatory Environment. The regulatory status relating to the Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern virtual currencies or virtual currency markets. It is impossible to predict how, when or whether regulatory agencies may apply existing regulations or create new regulations with respect to such technology and its applications, including Film.io., our Services and the Tokens. Regulatory actions could negatively impact the Tokens and/or the Company in various ways. The Company, the Seller or any Affiliate may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
(iv) Blockchain Protocol Risks. Given that the Tokens, Film.io and other Services and Offerings the Company are based on blockchain protocol and architecture, any malfunction, breakdown, or abandonment of the relevant blockchain protocol or architecture may have a material adverse effect on the Tokens and/or Services and Offerings. Moreover, advances in cryptography, or technical advances (including without limitation development of quantum computing), could present unknown risks to the Tokens and/or Services and Offerings by rendering ineffective the cryptographic consensus mechanism that underpins that blockchain protocol. The future of cryptography and security innovations are highly unpredictable.
(v) Security. You are responsible for implementing reasonable measures for securing the digital wallet, vault or other storage mechanism you use to receive and hold the Tokens which you have purchased or received, including any requisite passwords, tokens, private key(s) or other credentials necessary to access such storage mechanism(s). If your passwords, tokens, private key(s) or other access credentials are lost, you may lose access to you’re the Tokens. The Company, Affiliated Parties and Sellers are not responsible for, and is unable to recover, any such losses. Additionally, hackers or other malicious groups or organizations may attempt to interfere with the Tokens and/or the Company’s Services and Offerings in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, there is a risk that a user, third party or a member of any Affiliate may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Tokens and/or the Company’s Services and Offerings, which could negatively affect the Tokens and/or the Company’s Services and Offerings.
(vi) Insufficient Information. It is anticipated that the Company’s algorithm, code, consensus mechanism and/or various other technical specifications and parameters will be updated and changed frequently and constantly. While the marketing materials and Whitepaper released relating to the development of Film.io has been prepared with the information available at the time of publication and upon certain forecasts and assumptions of the Company at the time it was written. The whitepaper, written communications and other materials are constantly changing and evolving therefore should not be deemed complete and are subject to modifications, edits, adjustments, and updates from time to time. The Seller is neither able, nor obliged, to keep you closely posted on any detail of the development of the Company’s Services and Offerings (including its progress and expected milestones no matter whether rescheduled or not) and therefore will not necessarily provide you with timely and full access to all the information relating to the Company’s Services and Offerings that may emerge from time to time. Due to the nature of the Company’s Services and Offerings, you accept that such insufficiency of information disclosure is inevitable and reasonable.
(vii) Market Risk. The market for the Company’s Services, Offerings and The Tokens are currently in its early stages and there is no guarantee that an active or liquid market for the Tokens will exist. The Tokens are intended to be used solely within the network for Film.io and such other Services and Offerings as the Company may provide in the future, hence there may be illiquidity risk with respect to any the Tokens you hold. the Tokens are not a currency issued by any central bank or national, supra-national or quasi-national or other governmental organization, nor is it backed by any hard assets or other credit, nor is it a “commodity” in the usual and traditional sense of that word. The Company, the Seller and Affiliated Parties are not responsible for the liquidity, circulation, trading, exchange, or market for the Tokens. The value and demand for the Tokens are dependent upon the consensus of relevant market participants. No one is obliged to purchase any the Tokens from any holder of the Tokens, including the purchasers, nor does anyone guarantee the liquidity or market price of the Tokens to any extent at any time. Furthermore, the Tokens may not be resold to a purchaser who is a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a Restricted Country or to purchasers where the purchase of the Tokens may be in violation of applicable laws. Accordingly, the Seller cannot ensure that there will be any demand or market for the Tokens, or that the price you pay for the Tokens are indicative of any market valuation or market price for the Tokens. Any secondary market or exchange for trading the Tokens would be operated independently of the Company, its Affiliated Parties, and the Seller and we do not intend to create any secondary markets, nor will it act as an exchange for the Tokens. Even if secondary trading of the Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to the Tokens (e.g., as denominated in a virtual or fiat currency), such value may be extremely volatile, decline below the price which you have paid for the Tokens, and/or diminish to zero.
(viii) Uninsured Loss. The Tokens are uninsured unless you specifically obtain private insurance to insure them. In the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.
(ix) Tax Characterization. The tax characterization of the Tokens is uncertain. The Company and its Affiliated Parties intend to treat the Tokens as utility tokens for consumptive use and are not to be construed as an equity interest, or as a debt interest in the Seller for tax purposes. It is possible that the Seller’s intended treatment of the Tokens and these terms and conditions may be challenged, so that the tax consequences to a purchaser and the Company, its Affiliated Parties, and the Seller relating to the Tokens and could differ from those described above and in our materials. You must seek your own tax advice in connection with the purchase, holding and/or usage of the Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
(x) Competition. It is possible that alternative networks could be established that utilize the same or similar code and protocol underlying the Tokens and/or the Company’s other Services and Offerings. The alternative networks could attempt to re-create similar facilities to that provided by the Company. The Company may be required to compete with these alternative networks, which could negatively impact the Tokens and our Services and Offerings.
(xi) Insufficient Interest. It is possible that the Company’s Services and Offerings will not be used by a sufficient number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as Film.io). Such a lack of use or interest could negatively impact the development of the Company’s Services and Offerings and therefore the potential utility and value of the Tokens.
(xii) Dissolution of the Company and its Affiliated Parties. Start-up companies often experience unexpected problems in the areas of raising sufficient capital, recruiting talent, product development, marketing, financing, and general management, among others, which frequently cannot be solved. Financial, market, business and operating risks confronting start-up companies are significant, and the Company and its Affiliated Parties are not immune to these. It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of virtual and/or fiat currencies, decrease in the utility of the Tokens, the failure of commercial relationships, or intellectual property ownership challenges, the Company, its Affiliated Parties and Sellers may become insolvent, cease to operate, and be dissolved.
It is the Company’s intent to create and empower a DAO to, over time, and at appropriate times to ensure quality control and a smooth transition, increasingly manage and govern the Services and Offerings of the Filmio Platform as the Company reduces its active participation in running, operating, managing, and governing the Filmio Platform. The Tokens confer no governance rights of any kind with respect to the Company, its Affiliated Parties and/or Sellers. However, the Tokens may be used to access the Services and Offerings of the Company, its Affiliated Parties and/or Sellers, and participate in the DAO by using the Tokens with the intent that the Tokens are increasingly used by the DAO to vote on matters concerning the governance, operations, and direction of Film.io and the Tokens. The Tokens do not contain any rights or provisions that would allow the Token holders to have any claim against the Company, its Affiliated Parties and/or Sellers, including but not limited to, claims for equity, appreciation rights, rights of first refusal, warrants, options, debt obligations, and/or any decisions generally reserved to the management and/or the board of directors of the Company and/or its Affiliated Parties, including, but not limited to, discontinuing the Services, Offerings, Sites and/or ecosystem of the Company or Affiliated Parties, dissolving or selling the assets of the Company or any of its Affiliated Parties, obligating the Company or any of its Affiliated Parties to any contract, debt obligations, settlements, awards, judgments or other liabilities, filing a petition in bankruptcy or making an assignment for the benefit of credits, creating more the Tokens for use in the ecosystem on Film.io. These decisions could adversely affect Filmio and the Tokens you hold. This clause does not interfere and is independent from any rights, responsibilities, or obligations of the Company, its Affiliates and/or Sellers associated with a decentralized autonomous organization.
(xiii) Loss of Talent. The continued development and improvement of the Company’s Services and Offerings depends on the continued cooperation of the existing technical team and expert consultants, who are highly knowledgeable and experienced in their respective sectors. The loss of any member may adversely affect the Company’s Services and Offerings or its future development. Further, stability and cohesion within the team is critical to the overall development of the Company’s Services and Offerings Film.io. There is the possibility that conflict within the team and/or departure of core personnel may occur, resulting in negative impact on the Company’s Services and Offerings and therefore the utility, value, and demand for the Tokens.
(xiv) Failure to Develop. There is the risk that the development of our Services and Offerings will not be executed or implemented as planned, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or the Tokens, unforeseen technical difficulties, and shortage of development funds for activities.
(xv) Other Risks. In addition to the aforementioned risks, there are other risks associated with your purchase, holding and usage of the Tokens, staking your Tokens, including those that the Seller cannot anticipate and result from force majeure. Such risks may further materialize as unanticipated variations or combinations of the aforementioned risks.
You hereby acknowledge and accept that the Company, its Affiliated Parties, and/or Sellers may be required to do the following:
(a) Conduct customer identification, due diligence and anti-money laundering due diligence on all purchasers of the Tokens in compliance with all applicable laws and legislations. The Seller may determine, in its sole discretion, that it is necessary to obtain certain information about you in order to comply with these laws and legislations. You agree to provide such information to the Seller promptly upon request, and you acknowledge that the Seller may refuse to sell the Tokens to you until you provide such requested information and the Seller has determined that it is permissible to sell you the Tokens under applicable law or regulation.
(b) Request information and/or documentation to establish that its identification records, as well as the information that form your profile, remain completely updated. In this respect, the Seller reserves the right to examine and check on a regular basis the validity and adequacy of your identification data and information maintained. For the avoidance of doubt, the Seller shall not be required to notify you of the outcome of any of its customer identification, due diligence and/or anti-money laundering due diligence checks, or in any case provide reasons for unsatisfactory results of checks.
(c) Take all necessary actions to collect the missing data and information (whether from you or from third parties) so as to update and complete your profile as the Company, its Affiliated Parties and Sellers deem required in its discretion.
If you fail or refuse to submit, within a reasonable timeframe, the required data and identification information for the updating of your identity and, as a consequence, the Seller is unable to comply with any laws, legislations regulations or directives relating to customer identification requirements, the Seller will not be able to sell the Tokens and/or continue its relationship with you, and the Seller may be required to submit a report of suspicious transactions/activities to the relevant authorities.
The price that you pay for Tokens and Digital Assets, if any, is exclusive of all applicable taxes (including without limitation obligations to pay value added, sales, use, offerings, withholding taxes, income or similar taxes) (collectively “Taxes”). The onus for determining the Taxes applicable to your purchase, holding and/or usage of all Tokens, Digital Assets and other items purchased by you using the Services and Offerings of the Company, its Affiliated Parties and/or Seller lies solely with you. It is also your sole responsibility to comply with all relevant tax reporting requirements arising out of or in connection with your purchase, holding and/or usage of the Tokens. The Seller, the Company and its Affiliates shall not be responsible for withholding, collecting, reporting, or remitting any Taxes arising from your purchase, holding and/or usage of the Tokens. The Seller cannot and does not provide any tax advice and it recommends that you seek appropriate professional advice in this area if required. The tax treatment of transactions for Digital Assets and Tokens are uncertain, and it is your responsibility to determine what taxes, if any, arise from transactions using our Services and Offerings under these Token Terms. Users are solely responsible for reporting and paying any applicable taxes arising from transactions using our Services and Offerings, and you acknowledge that we do not provide investment, legal, or tax advice governing these transactions. You understand that when required by law, we shall report information with respect to transactions, payments, transfers, or distributions made by or to you with respect to your activities using our Services and Offerings to tax or governmental authorities. We may also withhold taxes applicable to your transactions or to payments or distributions made or deemed made to you to the extent such withholding is required by applicable law. From time to time, we have the right to, and may, ask you for tax documentation or certification of your taxpayer status as required by applicable law, and any failure by you to comply with this request in the time frame identified may result in withholding and/or remission of taxes to a tax authority as required by applicable law. You should conduct your own due diligence and consult your own tax advisors before making any decisions with respect to transactions in Digital Assets and Tokens.
For security reasons, if we receive credible legal documentation confirming your death or other information leading us to believe you have died, we will freeze your Account and during this time, no transactions may be completed until: (i) your designated fiduciary has opened a new Account, as further described below, and the entirety of your Account has been transferred to such new account; or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorize us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, your designated fiduciary will be required to open a new Account in order to gain access to the contents of your Account. If you have not designated a fiduciary, then we reserve the right to (i) treat as your fiduciary any person entitled to inherit your Account, as determined by us upon receipt and review of the documentation we, in our sole discretion, deem necessary or appropriate, including (but not limited to) a will, a living trust or a small estate affidavit; or (ii) require an order designating a fiduciary from a court having competent jurisdiction over your estate. In the event we determine, in our sole discretion, that there is uncertainty regarding the validity of the fiduciary designation, we reserve the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your Account.
If we are holding funds (whether fiat currency or Digital Assets) in your account and have no record of you accessing the Services of Offerings for several years and are unable to contact you, applicable law may require we deliver any such funds to the applicable state or jurisdiction as unclaimed property.
By purchasing (whether through an intermediary or otherwise), holding and/or using Digital Assets and/or Tokens, including but not limited to the Tokens and NFTs sold by the Company, its Affiliated Parties and/or Sellers, you represent and warrant as follows:
(a) You have read and understand these Terms and the terms of our “Black Paper”, and you have all requisite power and authority to execute and deliver these Terms, to participate in the Tokens sale, to purchase, hold and/or use the Tokens, and to carry out and perform your obligations under these terms.
(b) If you are an individual, you are at least 18 years old and in any case of sufficient legal age and capacity to purchase, hold and/or use Digital Assets and Tokens. If you are an incorporated entity or other legal fictitious person, you are duly organized, validly existing and in good standing under the laws of your domicile and each jurisdiction where you conduct business or where your assets are located. You are not purchasing, holding and/or using Tokens or Digital Assets on behalf of any other entity or person.
(c) The execution, delivery and performance of these Token Terms will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (i) any provision of your constitutional documents (if applicable), (ii) any provision of any judgment, decree or order, or any agreement, obligation, duty or commitment to which you are a party, or by which you are bound, or to which any of its material assets are subject, (iii) any laws, regulations or rules applicable to you, (iv) any foreign exchange or regulatory restrictions applicable to such purchase, holding and/or usage of the Tokens, (v) any governmental or other consents that may need to be obtained, (vi) the rights of third parties, and/or (vii) in violation of any contractual rights and/or obligations.
(d) The execution and delivery of, and performance under, these Token Terms requires no approval or other action from any governmental authority or person. You will and shall at your own expense ensure compliance with all laws, regulatory requirements, and restrictions applicable to you (as the case may be).
(e) Your purchase or receipt of Tokens and Digital Assets shall be made in full compliance with any applicable tax, regulatory and legal obligations to which you may be subject in any relevant jurisdiction. You understand that you bear the sole responsibility to determine if your use of our Services and Offerings, the purchase, holding and/or transfer of any Tokens and Digital Assets, the creation, ownership or use of Tokens and Digital Assets, the potential appreciation or depreciation in the value of Tokens and Digital Assets over time, the sale and purchase of Tokens and Digital Assets and/or any other action or transaction related to our Services and Offerings which may have tax implications (including determining what taxes may apply to the acquisition, possession, storage, sale or other use of Tokens and Digital Assets including, for example, sales, use, value-added and similar taxes and for complying with any obligations to withhold, collect, report and remit the correct taxes to the appropriate tax authorities in relation to its acquisition, possession, storage, sale or other use of Tokens and Digital Assets); by creating, holding or using Tokens and Digital Assets, and to the extent permitted by law, you agree not to defend, indemnify, release and hold harmless any third party (including the Company, its Affiliated Parties and Sellers liable for any tax liability associated with or arising from the creation, purchase, holding, storage, use, and/or ownership or use of Tokens and Digital Assets, including but not limited to the Tokens and NFTs, or any other action or transaction related to the Company, its Affiliated Parties and Sellers.
(f) You have good and sufficient understanding in business and financial matters, including a good and sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of blockchain technology, blockchain-like technology, blockchain-based software systems as well as other similar technologies and systems, cryptographic tokens, and token storage mechanisms (such as digital token wallets) to understand these Token Terms and to assume the risks and implications of purchasing, holding, owning, selling, and/or usage of Tokens and Digital Assets.
(g) You have obtained sufficient information about Tokens and Digital Assets, including but not limited to the Tokens and NFTs, to make an informed decision to purchase, hold, sell and/or use the Tokens. Additionally, you are aware of the business affairs and financial condition of the Company, its Affiliated Parties and Seller and to reach an informed decision to purchase Tokens and Digital Assets, including but not limited to the Tokens and NFTs.
(h) The currency (including any fiat, digital currency, virtual currency or cryptocurrency) used to purchase Tokens and Digital Assets, including but not limited to the Tokens and NFTs, are obtained through lawful means, and are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing and all applicable statutes of all jurisdictions in which you are located, resident, organized or operating, and/or to which it may otherwise be subject and the rules and regulations thereunder (collectively, the Compliance Regulations), and you will not use Tokens and Digital Assets, including but not limited to the Tokens and NFTs to finance, engage in, or otherwise support any unlawful activities or in a manner which aids or facilitates another party in the same. To the extent required by applicable laws and regulations, you shall fully comply with all Compliance Regulations and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving it or any of your affiliates with respect to the Compliance Regulations is pending or, to the best of your knowledge (after due and careful enquiry), threatened.
(i) Neither you (nor any of your subsidiaries, any director or officer, or any employee, agent, or your affiliate) nor any person having a direct or indirect beneficial interest in you or being acquired by you, or any person for whom you are acting as an agent or nominee in connection with the purchase of Tokens and Digital Assets, including but not limited to the Tokens and NFTs: (i) is the subject of any sanctions administered or enforced by any country or government or international authority, including the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the US Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Hong Kong Monetary Authority or the Monetary Authority of Singapore (collectively, “Sanctions”); (ii) is located, organized, citizen or resident in a country or territory that is, or whose government is, the subject of Sanctions; (iii) is listed in any list of sanctioned persons including those maintained under the Sanctions including the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC; or (iv) is directly or indirectly owned or controlled by any person subject to sub-clauses (i), (ii) and (iii) above.
(j) Neither you (nor any of your subsidiaries, any director or officer, or any employee, agent, or your affiliate) nor any person having a direct or indirect beneficial interest in you or the Tokens and Digital Assets, including but not limited to the Tokens and NFTs, being acquired by you, or any person for whom you are acting as agent or nominee in connection with the Tokens are: (i) a citizen or resident of, or located in, a geographic area or country designated as “High-risk and other monitored jurisdictions” (or such other similar classification) by the Financial Action Task Force; or (ii) a Politically Exposed Person (defined as a current or former senior official in the executive, legislative, administrative, military, or judicial branch of a government (elected or not), a senior official of a major political party, a senior executive of a government owned commercial enterprise, and/or being a corporation, business or other entity formed by or for the benefit of any such individual, any individual publicly known (or actually known) to be a close personal or professional associate, or an immediate family member of such individual, meaning spouse, parents, siblings, children, and spouse’s parents or siblings).
(k) You are not (i) a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a geographic area or country (i) where participation in the purchase, sale, holding, ownership, and/or usage of Tokens and Digital Assets, including but not limited to the Tokens and NFTs, is prohibited, restricted or unauthorized by applicable law, decree, regulation, treaty, or administrative act or (ii) where it is likely that the purchase, sale, holding, ownership, and/or usage of Tokens and Digital Assets, including but not limited to the Tokens and NFTs would be construed as the sale of a security (howsoever named), financial service, money transmittal service, or investment product (including without limitation the People’s Republic of China, Afghanistan, Algeria, Bangladesh, Bolivia, Cambodia, Colombia, Ecuador, Egypt, Indonesia, Iran, Iraq, Morocco, Nepal, North Macedonia, Russia, Saudi Arabia, Syria, Taiwan, Turkey, and Vietnam (the “Restricted Countries”).
(l) You acknowledge and agree that: (i) you are familiar with all related regulations in the specific jurisdiction in which you are a citizen, resident, and/or otherwise based, and that acquiring Tokens and Digital Assets, including but not limited to the Tokens and NFTs (through purchase or otherwise) in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind, (ii) no regulatory authority has examined or approved of the information set out in our Whitepaper or any other materials in connection with Tokens and Digital Assets, including but not limited to the Tokens and NFTs, (iii) you will not use Tokens and Digital Assets, including but not limited to the Tokens and NFTs, if such use would constitute a regulated public or other offering of such Tokens and Digital Assets, in any country or jurisdiction where action for that purpose is required, (iv) the distribution or dissemination of our materials, any part thereof or any copy thereof, or any use of the Services, Offerings, Tokens and Digital Assets, including but not limited to the Tokens and NFTs 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 will observe and comply with all such restrictions at your own expense and risk without liability to the Seller, (v) you shall ensure that no obligations are imposed on the Company, its Affiliated Parties, or Sellers in any such jurisdiction as a result of any of the actions taken by you in the preceding sub-clause, and (vi) the Company, its Affiliated Parties, and Sellers will have no responsibility for and it will not obtain any consent, approval or permission required by you for, the acquisition, offer, holding, purchase, sale and/or delivery by it of Tokens and Digital Assets, including but not limited to the Tokens and NFTs, under the laws and regulations in force in any jurisdiction to which you may be subject, in, or from.
(m) The currency (whether fiat or virtual) used to purchase Tokens and Digital Assets, including but not limited to the Tokens and NFTs, will be made only in your name, from a digital wallet not located in a Restricted Country or a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force or any similar legislation.
(n) You are purchasing, holding and/or using the Tokens to participate in Film.io and other Services offered by the Company, as well as to support the art, independence, and democratization of filmmaking. You are not purchasing, holding, or using the Tokens for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes.
(o) You acknowledge that: (i) the Tokens do not have any intrinsic value, is not an investment with any expectation of profits, and that no representations, materials or communications by the Company, its Affiliated Parties, or Sellers have been made, or are authorized, or have been relied upon by you, regarding the value or price of the Tokens or any other Tokens and Digital Assets. If you purchase any Tokens and Digital Assets, including the Tokens or NFTs from the Company, its Affiliated Parties, or Sellers, you may lose your money and may never recover any cash, cryptocurrency or other assets which are used directly or indirectly to acquire such Tokens and Digital Assets; (ii) there is no market-standard valuation process to determine the value of the Tokens and NFTs at any given time; and (iii) the Company, its Affiliated Parties, and/or Sellers give no guarantees whatsoever on the value of Tokens and Digital Assets, including the Tokens or NFTs, which may be highly volatile and could reduce to zero.
(p) You acknowledge and agree that the Seller may impose eligibility criteria to access certain functionality in respect of Tokens and Digital Assets, including the Tokens or NFTs, which may require it to incur additional time and money costs.
(q) You shall not sell, transfer, or agree or attempt to sell to transfer (whether pursuant to any public pool or private agreement with a subsequent purchaser or otherwise) Tokens and Digital Assets, including the Tokens or NFTs, if such Tokens and Digital Assets contain restrictions on transfer. After such restrictions on transfer are lifted, you shall not sell or transfer any Tokens and Digital Assets, including the Tokens or NFTs purchased from the Company, its Affiliated Parties and/or Seller prior to procuring the purchaser’s or transferee’s agreement to these Terms.
(r) You acknowledge that the currency (whether fiat or virtual) or other consideration paid to the Company, its Affiliated Parties, and/or Sellers for the purchase of any Tokens and Digital Assets, including the Tokens or NFTs, will be owned and held by us after such sale, and you will have no economic or beneficial interest or legal right in and to such currency or other consideration after the transaction is completed.
(s) You acknowledge and undertake that you shall provide the Company, its Affiliated Parties, and/or Sellers with such information as we may deem necessary or appropriate in order to maintain compliance with applicable law including: (i) compliance with the representations set out in these Token Terms, and (ii) to address any actual inquiries or inquiries that we may, in our sole discretion, expect from regulatory authorities, courts or arbitral authorities in any jurisdiction.
(t) You hereby acknowledge and agree that the Company, its Affiliated Parties, and/or Sellers may have to procure an amendment to the functionality of Tokens and Digital Assets, including the Tokens or NFTs, at any time in order to facilitate compliance with any legal or regulatory issues which may arise or shall be anticipated, including: (i) any actual action taken, or potential action that each of us or we (in our sole discretion) expects to be taken, by a court or regulatory authority in any jurisdiction in relation to the offering, purchase, holding, use and sale of Tokens and Digital Assets, including the Tokens or NFTs, and all related matters, and (ii) any additional legal or regulatory risk mitigation in respect of the functionality of Tokens and Digital Assets, including the Tokens or NFTs, that the we decide to undertake at any time.
(u) You hereby acknowledge that the Company, its Affiliated Parties, and/or Sellers has entered into these Token Terms and has provided Services, Offerings and other consideration stated herein, in reliance upon your representations and warranties being true, accurate, complete and non-misleading. The Company, its Affiliated Parties, and/or Sellers do not make, or purport to make, and hereby disclaim, all representations, warranties or undertaking to you in in relation to the offering, purchase, holding, use and sale of Tokens and Digital Assets, including the Tokens or NFTs, or otherwise. Prospective purchasers of such Tokens and Digital Assets, should carefully consider and evaluate all risks and uncertainties (including financial, tax, legal, business, and reputational risks and uncertainties) associated with the offering, purchase, holding, use and sale of Tokens and Digital Assets, including the Tokens or NFTs before entering into any transaction therefor and assuming the risk thereof.
Our closed beta phase one is full!
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