TERMS OF USE

Last Update: 30th September 2021

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SERVICE

THESE TERMS OF USE ARE INTENDED SOLELY FOR THE SOCIOS APPLICATION

DISCLAIMER

Purchase and/or trading of any Fan Tokens, Collectible Tokens and/or $CHZ Tokens (the “Tokens”) entails risk of a partial or complete loss of value of the Tokens. No guarantee is given regarding the liquidity of the Tokens (acquired in the Fan Token Offering Period or thereafter on the Socios Marketplace or Chiliz.net), the existence of a secondary market for said Tokens, the value of the Tokens acquired in the Fan Token Sale or thereafter from the Socios Platform, Chiliz.net and the exchange value of said Tokens. The Tokens do not constitute financial instruments or security tokens and conversely do not carry with them any rights as may be commonly associated with financial instruments and/or security tokens. 

The Tokens shall only be used for the purpose of using the Services exclusively offered by Socios through the Socios Platform or any other digital platform or channel so designated by Us, and Socios shall not be held liable for any speculative intentions from the end of the Participant(s) or from any third parties who attempt to hold the Tokens for any other reason.

Trading and transactions executed on other platforms controlled by Us, including but not limited to Chiliz.net, or third party platforms as otherwise authorized by Us shall be subject to such platform’s separate terms and conditions.

1.         WHAT DO THESE TERMS COVER?

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

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

(ii)        Socios Platform;

(iii)       Socios Marketplace

(iv)       The Token Hunt feature (as defined hereinafter);

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

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

(vii)      Fan Token Offering(s) (“FTO®”) and trading of branded virtual tokens offered on the Socios Platform;

(viii)     Card payment methods linked to the Socios Wallet and virtual assets available on the Socios Platform;

(ix)       All other interactive features, Services, and communications provided by Socios or its Affiliates;

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

2.         DEFINITIONS

Affiliate – refers to any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, Socios Services Limited, including but not limited to (i) Socios Technologies AG, (ii) Entertainment Trading Technologies Limited and (iii) Socios Entertainment OU. “Control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity.

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

Chiliz.net – A trading platform operated by Entertainment Trading Technologies Limited, an affiliate of Socios which allows registered Users to trade Chiliz ($CHZ), Fan Tokens and Collectible Tokens and is accessible from https://www.chiliz.net. All trades executed on the Socios Marketplace are effectively executed on Chiliz.net. The Chiliz.net user wallet is distinct from the Socios Wallet. Chiliz.net is subject to separate terms and conditions.

Collectible Token – a cryptographic non-fungible branded token to be created by the Token Vendor based on the Ethereum protocol (ERC721 token) which does not grant the holders thereof any voting rights or other rights as the Fan Tokens;

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

Designated Account – means the Token Vendor’s account for the receipt of $CHZ as purchase consideration for Your purchase of Fan Tokens.

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).

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

Fan Tokens – a utility token, issued by Socios Technologies AG, an Affiliate incorporated under the laws of Switzerland bearing registration number CHE-219.335.797 in collaboration with its Partners or other licensed third parties, to be used on the Socios platform. Every Fan Token is specific to a particular football club/ team / influencer and is to be used as voting power in official polls..

Fan Token Issuer –  refers to Socios Technologies AG, duly registered under the laws of Switzerland bearing company registration number CHE-219.335.797, being the entity responsible for writing the code of the smart contracts and deploying the smart contracts for the purpose of issuing the Fan Tokens, which is a service made available on the Socios App

FIAT – Those currencies or monies that are declared as legal tender by order of a government. Such currencies and monies include, but are not limited to, US Dollar, Euro, Japanese Yen, etc.

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

Indemnified Persons – means the Token Vendor’s subsidiaries, related companies, affiliates, directors, officers, employees, agents, service providers, successor, and permitted assignees.

Maximum Capping – has the meaning described in Paragraph 8.4.1

Minimum Capping – has the meaning described in Paragraph 8.4.1

Maximum Purchase  Transaction – has the meaning described in Paragraph 7.5.2.2

Minimum Purchase Transaction – has the meaning described in Paragraph 7.5.2.1

Other Goods – If and when available Socios may offer holders of Fan Tokens the opportunity to purchase merchandise or other goods through the Socios App.

Participant – any person (natural or juridical), who intends to contribute, trade and/or participate in Services available on the Socios App.

Partner – any third-party entity or individual with whom Socios has a partnership agreement regulating its relationship and which is subsequently onboarded onto the Socios App.

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

Prohibited Participant – (i) a natural person wishing to become a Participant and being a citizen, national, resident or having a similar connecting factor to; or (ii) a juridical person wishing to become a Participant and being incorporated, registered or effectively managed and controlled from or in: (a) the republic of Malta or (b) 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. This shall include any person representing or acting on behalf of such restricted prohibited participant/s in any manner or capacity whether openly or covertly.

Receiving Address – means the Designated Account or address of the individual User on the Socios App.

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

Socios Platform – a digital platform developed and managed by Socios Services Limited (C91496), operating on the basis of blockchain technology and smart contracts for the purpose of offering a tokenized voting platform where fans can execute voting rights in their favorite Partners and benefit from extra VIP benefits through Fan Tokens as well as other services through its Affiliates as explained herein;

Socios Marketplace – the user interface available on the Socios App allowing Users to acquire or dispose of Tokens which actions are carried out by Socios Services Limited on Chiliz.net ;

Socios Wallet – a virtual wallet bearing a unique blockchain address associated to a User which is hosted exclusively on the Socios Platform and is automatically allocated to Users that create an account on the Socios App. The Socios Wallet enables the holder to (i) receive and store $CHZ purchased from the Socios Platform; (ii) receive and store $CHZ transferred from external digital wallets; (iii) store Fan Tokens purchased against $CHZ; and (iv) transfer $CHZ to wallets hosted externally from the Socios Platform. The Socios Wallet service is provided by Socios Entertainment OU, a private company incorporated in Estonia with Company Registration Number 14618146, operating under licence number FVT000073.

Socios United Fan Token or SSU Tokens – a virtual token issued by Socios being the rewards and utility Fan Tokens of the Socios App and Socios Platform. Holders of SSU Tokens are able to vote on Polls launched by Socios dedicated to gauge User interest, influence activities and new functionalities on the Socios Platform. SSU Tokens are non-tradable and therefore may not be bought or sold by Users, either on the Socios Platform or on Chiliz.net.

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

Token Hunt – means the Token Hunt feature on the Socios App which allows users to hunt and collect Tokens via a real-world augmented reality mobile experience. This feature is provided by Socios Services Limited.

Token Offering – the act of making available to the general public, through a public sale or otherwise, of (i) Fan Tokens or (ii) Collectible Tokens or any other tokens as may be determined by Us, throughout the defined Token Offering Period(s);

Token Offering Period – a set period of time, which shall be determined at Socios’ and its Partners’ sole discretion, during which Token Offering(s) are conducted by Socios through a public sale, or other means, of Fan Tokens and/or Collectible Tokens or other virtual tokens as may be launched by Socios at a future date. Each Token Offering shall have a specific applicable one or more Token Offering Periods which shall vary from one Token Offering to another. Socios will issue a public notice of commencement of Token Offering Periods on its App and/or Site or through other communication channels as it may determine in its sole discretion before the launch of the relevant Token Offering.

Token Sale – means the sale of Fan Tokens and Collectible Tokens in accordance with these Terms.

Token Vendor – means  Socios Services Limited, a private company limited by shares incorporated in Malta with Company Registration Number C91496, or any other designated entity, being responsible for theselling of Fan Tokens, Collectible Tokens and Chiliz ($CHZ) Tokens.

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

Website – means the website of the Token Vendor found at https://www.socios.com or any other site as may be designated by Socios.

Whitelisted – means a process by which a User is approved to participate in and use the Services as provided by Socios, including but not limited to the purchase and sale of Tokens on the Socios Platform.

In these Terms, a reference to;

•          The Token Vendor 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.

3.         APPLE OR GOOGLE’S TERMS ALSO APPLY

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

4.         LIMITED LICENSE TO USE

Subject to Your compliance with these Terms, Socios grants You a limited, nonexclusive, non-transferable, non-sublicenseable license to download and install a copy of the Apps on a mobile device and to run such copy of the Apps solely for Your own personal non-commercial purposes. Except as expressly permitted in these Terms or under applicable law, You may not: (a) copy, modify, or create derivative works based on the Apps; (b) distribute, transfer, sublicense, lease, lend, or rent the Apps to any third party; (c) reverse engineer, decompile, or disassemble the Apps; or (d) make the functionality of the Apps available to multiple users through any means. Socios reserves all rights in and to the Apps not expressly granted to You under these Terms.

5.         SOCIOS ACCOUNT REGISTRATION AND REQUIREMENTS

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

5.1.      SOCIOS ACCOUNT REGISTRATION

All Users must apply for a Socios Account and register on the Socios App before using any of the Socios Services. When You register a Socios Account, You must provide your username, email address and mobile number, and accept these Terms, the Privacy Policy, and other rules as may be applicable. Socios may refuse, in its discretion, to open a Socios Account for You. You agree to provide complete and accurate information when opening a Socios Account, and agree to timely update any information You provide to Socios to maintain the integrity and accuracy of the information. One User may not hold more than one individual Socios Account and Users may not hold Socios Accounts for and on behalf of other Users or individuals.

5.2.      ELIGIBILITY

By registering to create a Socios Account, You represent and warrant that (i) as an individual, You are at least 14 years of age if Your intention is to solely use the Token Hunt feature OR alternatively 18 or are of legal age to form a binding contract under applicable laws if You intend to use any other Services on the Socios App; (ii) as an individual, legal person, You have full legal capacity and sufficient authorizations to enter into these Terms; (iii) You have not been previously suspended or removed from using Socios Services; (iv) You do not currently have another Socios Account; (v) Your use of Socios Services will not violate any and all laws and regulations applicable to You, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing and (vi) does not reside in any blocked jurisdiction as may be amended by Us from time to time.

5.3.      USER IDENTITY VERIFICATION

Your registration of an account with Socios will be deemed Your agreement to provide required personal information for identity verification. Such information will be used to verify Users’ identity, identify traces of money laundering, terrorist financing, fraud and other financial crimes through Socios App and/or Socios 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 Socios App. In addition to providing such information, You agree to allow us to keep a record of that information during the period for which Your account is active and for five (5) years after Your account is closed, in compliance with global industry standards on data storage. You also authorize Us to conduct necessary investigations directly or through a third party to verify Your identity or protect You and/or Us from financial crimes, such as fraud. The information We require to verify Your identity may include, but is not limited to, Your name, email address, contact information, phone number, username, 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 Socios App and/or Socios Platform. When providing the required information, You confirm it is true and accurate.

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

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

6.         TERMS OF SALE RELATING TO TOKEN OFFERINGS AND/OR TRADING

These Terms of Sale (“Terms of Sale”) are expressly incorporated into and made a part of the Socios Terms. These Terms of Sale shall govern Your participation in any purchase of Token Offerings, a utility token, issued by the Fan Token Issuer on the Socios Platform using the Socios App and/or Site and any other Services provided by Socios or its Affiliates relating to the Token Offering. By clicking on the “I Agree” button presented with these Terms, You agree to be bound by these Terms and Terms of Sale. Capitalized terms used without definition in these Terms of Sale have the same definitions set forth in the Terms.

RISK DISCLOSURE: BY PARTICIPATING IN A TOKEN OFFERING, YOU ARE VOLUNTARILY CHOOSING TO ENGAGE IN A VIRTUAL ASSET TRANSACTION. YOU ARE FURTHER ACKNOWLEDGING THAT YOU ARE AWARE OF THE RISK ASSOCIATED WITH THE USE OF THE SERVICES, PARTICIPATING IN THE TOKEN OFFERING, PURCHASING, HOLDING AND TRADING OF FAN TOKENS/COLLECTIBLE TOKENS/OTHER VIRTUAL ASSETS AND WITH ENGAGING IN TRANSACTIONS OF DISTRIBUTED LEDGER TECHNOLOGY ASSETS, INCLUDING BUT NOT LIMITED TO TECHNOLOGY GLITCHES (INCLUDING BUT NOT LIMITED TO PROBLEMS WITH BLOCKCHAIN TECHNOLOGY AND DISTRIBUTED LEDGER TECHNOLOGY) AND HACKING. SOCIOS WORKS HARD TO PROVIDE STATE-OF-THE-ART SYSTEMS AND SECURITY. NONETHELESS, CERTAIN ISSUES AND RISKS ARE UNAVOIDABLE, AND IF SUCH ISSUES OR PROBLEMS ARISE IN CONNECTION WITH YOUR USE OF SOCIOS’ SERVICES, INCLUDING RELATING TO THE PURCHASE OF FAN TOKENS OR COLLECTIBLE TOKENS IN TOKEN OFFERINGS, IT MAY TAKE DAYS, WEEKS OR MONTHS TO RESOLVE, AND SOME ISSUES MAY NOT BE RESOLVED AT ALL.

PLEASE READ THE TERMS OF SALE SET OUT HEREIN CAREFULLY. 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 OR INVESTMENT PRODUCT IN ANY JURISDICTION. THE DOCUMENT AND THESE TERMS OF SALE DO NOT CONSTITUTE A PROSPECTUS OR OFFER DOCUMENT OF ANY SORT AND ARE NOT INTENDED TO CONSTITUTE AN OFFER OF SECURITIES OF ANY FORM, UNITS IN A BUSINESS TRUST, UNITS IN A COLLECTIVE INVESTMENT SCHEME OR ANY OTHER FORM OF REGULATED INVESTMENT OR INVESTMENT PRODUCT, OR A SOLICITATION FOR ANY FORM OF REGULATED INVESTMENT OR INVESTMENT PRODUCT IN ANY SUCH JURISDICTION. PLEASE NOTE THAT YOU ARE NOT ELIGIBLE AND YOU ARE NOT TO PURCHASE OR TRADE ANY FAN TOKENS AND/OR $CHZ AND/OR COLLECTIBLE TOKENS AND/OR OTHER VIRTUAL ASSETS IF YOU ARE A PROHIBITED PARTICIPANT.

IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S).

BY AGREEING TO THESE TERMS AND TERMS OF SALE, YOU AKNOLWEDGE THAT SOCIOS IS NOT RESPONSIBLE FOR THE AFORMENTIONED RISKS, AND YOU VOLUNTARILY ASSUME AND ACCEPT SUCH RISKS IN DECIDING TO PARTICIPATE IN THE TOKEN OFFERING AND TO PURCHASE AND/OR TRADE TOKENS THROUGH THE SOCIOS PLATFORM. THESE TERMS OF SALE APPLY IN ADDITION TO THE SOCIOS’ TERMS OF SERVICE. IF YOU ARE UNWILLING TO BE BOUND BY THESE TERMS OF SALE, DO NOT MAKE A CONTRIBUTION FOR THE PURCHASE OF FAN TOKENS AND IMMEDIATELY NAVIGATE AWAY FROM THE APP AND/OR SITE.

7.         TOKEN SALE

7.1.      GENERAL

7.1.1.   You may access and purchase Tokens for Your personal, non-commercial use of the Services. Unless provided otherwise hereinafter, participation in the Token Sale and the acquisition of Tokens from the Socios Platform are non-refundable events.

As set forth below, all Tokens and other content is provided “as is,” without any warranty. You agree that all sales by Us to You of Tokens and Other Goods are final and that We will not permit exchanges or refunds for any unused Tokens once the transaction has been made.

Generally, We have the right to offer, modify, eliminate, and/or terminate Tokens, the content, and/or the Services, or any portion thereof, at any time, without notice or liability to You. If We discontinue the use of Tokens, We will provide at least 30 days advance notice to You by posting a notice through the Services or through other communications. We reserve the right to host Token Sales on other platforms as We may determine at Our sole discretion, including but not limited to Chiliz.net.

We reserve the right to issue additional terms and conditions applicable to specific Tokens Offerings as may be decided by Us at our sole discretion which shall be communicated to Users in advance using appropriate communication channels as We may deem appropriate.

7.2.      ELIGIBILITY TO PURCHASE TOKENS

7.2.1.   Only holders of Socios accounts who are at least 18 years or are of legal age to form a binding contract and who satisfy the criteria described in these Terms of Sale may participate in the Token Offerings. If You want to use any of the Services, You will have to create an account with us (an “Account”), and for the purpose of using the Token Hunt feature You will need access to a supported mobile phone and an internet connection. We do not support rooted or jailbroken devices. You agree that You will notify us immediately of any unauthorized use of Your Account. Socios takes its account security obligations seriously; however, you are responsible for all activities that occur under Your Account, whether or not you know about them.

7.2.2.   You shall not participate in the Token Offerings if there are any applicable legal restrictions in Your country of residence or domicile. It is Your sole responsibility to ensure that Your participation in the Token Offering is not prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected in any way by any applicable law, regulation or rule in Your country of residence or domicile.

7.2.3.   You are not eligible and You are not allowed/authorized to purchase any Tokens if:

•          You are an individual or legal entity who is a Prohibited Participant, saving if you are a resident of the Republic of Malta and require access to the Socios App specifically for any product testing purposes.

•          You are a body corporate which is incorporated in, or operates out of, an Excluded Jurisdiction, or your operator(s) are citizens of, domiciled in, residents of, or physically present/located in, an Excluded Jurisdiction

•          You are the subject of any sanctions administered or enforced by any country or government or international authority;

•          You are a person who is otherwise prohibited or ineligible in any way, whether in full or in part, from participating in any or all Token Offering(s); or

•          Token Offering(s) are prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in any jurisdiction applicable to You.

7.2.4.   You may not assign your account with this Us to any other person by way of donation, lending, leasing, transfer or otherwise without the consent of this Website/App

7.3.      USER IDENTIFICATION PROCEDURES

As part of its user verification procedures, Socios may require You to furnish additional documents and information (and which may include photographs and/or videos evidencing the existence of such documents and information) so as to prove Your identity,  residency, status and/or eligibility to purchase Tokens during Token Offerings.

We reserve the right, in Our sole and absolute discretion, to reject Your intended purchase of Tokens if You are unable to furnish such documents or information to Our sole and absolute satisfaction. Only participants who have successfully satisfied the user verification procedures, to Our sole and absolute satisfaction, shall be eligible to purchase and/or trade Tokens or make general use of the Socios App and Services.

7.4.      TOKEN PRICE

Unless communicated otherwise by Us, during the Token Offering Periods, the price per Fan Token and/or Collectible token will be denominated both in $CHZ and in FIAT currency. If You purchase Tokens during the Token Offering Period, You will receive the relevant Tokens (Fan Tokens or Collectible Tokens) in exchange for $CHZ or FIAT currency that is automatically converted into $CHZ at the current rate at the time of purchase of that particular Fan Token or Collectible Token. Fan Token and Collectible Token prices are subject to fluctuations.

7.5.      SOCIOS ACCOUNT FUNDING

7.5.1.   In order to purchase Tokens in the Token Offering Period You must first top-up your Socios Wallet with Chiliz ($CHZ) in any of the following ways:   (i) transfer Chiliz ($CHZ) purchased from an authorized third-party exchange from an external wallet to Your Socios Wallet; or (ii) buy $CHZ from the Socios App; or (iii) obtain Chiliz through the redemption of vouchers or through the Token Hunts which are automatically stored in the Socios Wallet. After your Socios Wallet has been topped-up with Chiliz, you  can then proceed with confirming payment for Tokens and then the corresponding amount of Tokens are deposited into Your Socios Wallet;

7.5.2.   MINIMUM AND MAXIMUM PURCHASE TRANSACTION

7.5.2.1.            The Minimum  Purchase Transaction  (“Minimum Purchase Transaction”) is the minimum amount which can be purchased in an individual transaction on the Socios App as may be determined by Us Us from time to time. Any purchase transactions below the Minimum Purchase Transaction shall be automatically rejected.

7.5.2.2.            The Maximum Purchase Transaction (“Maximum Purchase Transaction”) is the maximum amount which can be purchased in an individual transaction on the Socios App as may be determined by Us. You may execute more than one (1) Maximum Purchase Transaction on the Socios App, provided the due diligence and User verification procedures are satisfied.

7.5.2.3.            Socios reserve the right to adjust, in its sole and absolute discretion, the Maximum Purchase Transaction and Minimum Purchase Transaction amounts at any time, whether for particular Token Offerings or otherwise, and these changes  shall be clearly communicated to You prior to placing any orders .

7.5.2.4.            In the event that You attempt to make purchases in an amount exceeding the Maximum Purchase Transaction limitations, You acknowledge and agree that:

Provided that Your attempted purchase is successfully received by Socios, and notwithstanding any provision in these Terms of Sale, Socios may, at its sole and absolute discretion:

(a)        Deliver such purchase in an amount based on the Maximum Purchase and provide a refund of such amount for the part of the purchase which is in excess of the Maximum Purchase without interest and net of all administrative and/or third party charges and/or other transaction and processing 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 processing fees (if any) incurred in connection with such refund shall be borne exclusively by You; or

(b)       Provide You with a refund of such purchase transfer in full or in part without interest and net of all administrative and/or third party charges and/or other transaction and processing 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 processing fees (if any) incurred in connection with such refund shall be borne exclusively by You.

In the case where paragraph (a) is applicable, save for any purchase that Socios may elect to deliver thereunder, or in the case where paragraph (b) is applicable, save for any refund that Socios may elect to provide thereunder, Socios shall have no obligations in any form or manner whatsoever to You in respect of such attempted purchase; and

In the case where paragraph (a) is applicable, save for Your right to such purchase, or in the case where paragraph (b) is applicable, save for Your right to any such refund (whether in whole or in part) thereunder, You hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against Socios or its affiliates and/or the Indemnified Persons in connection with or arising from such attempted purchase, and shall further hold harmless, Socios and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by You in connection with or arising from such attempted purchase.

7.5.3.   SPECIFIC TERMS APPLICABLE TO RESIDENTS AND CITIZENS OF THE UNITED STATES OF AMERICA

7.5.3.1.            If You currently reside in or shall come to reside in the United States of America (‘US User’) then the limits in this section shall apply to You.

7.5.3.2.            US Users shall be allowed to transfer out from their Socios Wallet a maximum of two hundred and fifty USD ($250) worth of Chiliz Tokens ($CHZ) and two hundred and fifty USD ($250) worth of Fan Tokens per day or any other limit as may be amended from time to time by Us.

7.5.3.3.            Save when provided otherwise under 7.5.3.2. US Users are not permitted to purchase (during Fan Tokens Offerings or otherwise) Fan Tokens and/or top up the amount of Chiliz Tokens in their Socios Wallet.

7.5.3.4.            US Users may not transfer in any Chiliz Tokens and/or Fan Tokens from any third party exchange or external digital wallet to the Socios Wallet. 

7.5.3.5.            The limits set forth in this clause 7.5.3 shall be collectively referred to as ‘USA Limits’.

7.5.3.6.            The Tokens are not investment or financial instruments and are meant to be used for entertainment purposes only.

7.5.3.7.            Your failure to indicate that You are or have become a US User shall constitute a breach of these Terms.

7.6.      TOKEN PURCHASES

All orders placed for the Purchase of Tokens during the Token Offering Period are final. You may not cancel any order after You have submitted such order. Unless stated otherwise, all Token sales are made on a first come first served basis.

7.6.1.   The Token Offering is undertaken during the Token Offering Period which commencement date shall be publicly announced by Socios using various media, including but not limited to social media platforms, the site, Socios App and direct email communications. The end date of the Token Offering Period shall be determined at the sole and absolute discretion of Socios and will be announced by Us as soon as practicable thereafter on such channels of communication as We may deem appropriate.

7.6.2.   In the event that You attempt to make a purchase of Tokens after the end date of the Token Offering Period and You have made any payment for such attempted purchase of Fan Tokens or Collectible Tokens, You acknowledge and agree that:

(a)        Provided that Your transfer of Chiliz Tokens as payment for such attempted purchase of Tokens is successfully received by Socios and notwithstanding any provision in these Terms of Sale, Socios may, at its sole and absolute discretion, provide a refund of such Chiliz Tokens, in full or in part, 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 by You.

(b)       Save for any refund that Socios may elect to provide under the paragraph above, Socios shall have no obligations in any form or manner whatsoever to You in respect of such attempted purchase.

(c)        Save for Your right to any such refund under the paragraph above, You hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against Socios and/or the Indemnified Persons in connection with or arising from such attempted purchase, and shall further hold harmless, Socios and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by You in connection with or arising from such attempted purchase.

7.7.      TRADING AND SELLING OF FAN TOKENS OR COLLECTIBLE TOKENS FOLLOWING THE FAN TOKEN OFFERING PERIOD

7.7.1.   Unless communicated otherwise to You in specific instances, such as Fan Token voucher redemptions or other cases as may be determined at Our sole discretion, holders of Tokens may sell or buy Tokens on the Socios Marketplace, Chiliz.net and any other third party exchanges following the launch of the Tokens on the relevant platform.

7.7.2.   Fan Tokens may not be directly traded for alternate Fan Tokens or redeemed for FIAT currency.

7.7.3.   Collectible Tokens may not be directly traded for alternate Collectible Tokens or redeemed for FIAT currency.

7.7.4.   The price of Fan Tokens and Collectible Tokens will be denominated in $CHZ, or any other cryptocurrency or FIAT as determined by US,  which denomination value may be subject to fluctuations. Moreover, Fan Token and Collectible Token prices are also subject to fluctuations dependent on market conditions.

7.7.5.   Should there be a subsequent Token Offering for a fresh release of Fan Tokens and/or Collectible Tokens, the secondary market for that particular Fan Token or Collectible Token will be locked until the new Token Offering Period lapses.

7.7.6.   Fan Tokens and Collectible Tokens can be traded on the Socios Platform and Chiliz.net platform and potentially other platforms as may be communicated otherwise by Us. Fan Tokens and Collectible Tokens may be listed for any price as determined by the users participating in the peer to peer transactions and will be displayed in order of ranking (lowest to highest) of available sell and buy prices.

7.7.7.   Trading of Tokens are subject to commissions due to Us on the basis of a percentage of the transaction fee.

7.8.      USE OF FAN TOKENS

7.8.1.   Fan Tokens grant holders voting rights to participate in the decision-making processes and feedback Polls with regards to the Partners as well as any other rights to the holders thereof as may be determined by the Parties from time to time.

7.8.2.   Fan Tokens will allow the holders to cast votes in the relevant Partner Polls. When a User holds multiple Fan Tokens, such User’s vote will have a greater weighting but the precise weighting of the voting rights is subject to the Partner and the specific poll’s instructions. In order to prevent the manipulation and control of Polls by a single User, multiple Fan Tokens held by a single User may not correspond to an exact equivalent in voting rights.

7.8.3.   In the case that a Poll is capped at a maximum number of permissible votes per User, then such User shall be informed before exercising his or her vote. The holder of a Fan Token will always be entitled to a minimum of one (1) vote.

7.8.4.   Fan Tokens are not extinguished after use and a holder of a Fan Token may continue to participate in the relevant Partner’s Polls for as long as the Fan Token is held and the Partner remains part of the Socios Platform unless the happening of any other event will extinguish the utility of the Fan Token.

7.8.5.   Polls may be of a binding or non-binding nature. In case of binding Polls, the Partner is obliged to carry out the result of the final Poll except in cases of force majeure. It is specified that “force majeure” means any circumstance beyond the reasonable control of the Partner, rendering impossible the performance by the Partner the obligations applicable hereunder. The frequency of the Polls varies from one Partner to the other, however the Socios App will display upcoming Polls.

7.8.6.   Polls are subject to time limits after which no more voting on that particular poll will be allowed.

7.8.7.   Binding Polls may be subject to a quorum threshold whereby a minimum number of votes, to be determined by the Partner, are required for the validity and executability of the Poll. In case that the pre-determined quorum of votes is not reached, the Partner and Socios may decide at their sole discretion, to suspend the Poll and the outcome thereof, invalidate the outcome of the Poll and/or launch an alternative Poll.

7.8.8.   Following participation in a Partner’s Poll the User’s Fan Tokens for that Partner will be temporarily locked and unavailable for trading on the marketplace until the voting period of the Poll has lapsed.

7.8.9.   THE FAN TOKEN MAY LOSE ITS VOTING RIGHT AND THEREFORE THE USE OF THE PARTICULAR FAN TOKEN WILL BECOME LIMITED AND MAY ALSO LOSE VALUE UPON THE EXPIRATION OF THE PARTNER’S AGREEMENT OR IN ANY OTHER CASE WHERE THE PARTNERSHIP WITH SUCH PARTNER IS TERMINATED FOR WHATEVER REASON. UNLESS COMMUNICATED OTHERWISE BY US, THE RELEVANT FAN TOKEN MAY STILL BE KEPT IN THE USER’S SOCIOS WALLET OR TRADED ON THE SOCIOS PLATFORM AS THE FAN TOKEN HOLDER WISHES. IN NO CASE SHALL WE OR THE RELEVANT PARTNERS BE HELD LIABLE FOR ANY LOSSES, EXPENSES OR ANY OTHER DAMAGES INCURRED BY THE USER AS A RESULT OF SUCH TERMINATION OF THE PARTNERSHIP

7.9.      WHAT ARE COLLECTIBLE TOKENS?

7.9.1.   Collectible Tokens are unique, Partner-branded tokens whose rarity and individualized status makes them a digital equivalent to sports memorabilia items. Each Collectible Token may represent whatever the Partner wishes it to – for example, specific players in a given season (i.e. an individual player collectible token) – so Collectible Tokens may vary from one Partner to another.

7.9.2.   Collectible Tokens are designed to provide entertainment value in obtaining and holding them – Collectible Tokens are not meant to have any other utility and no other specific rights connected to them (unlike Fan Tokens). Collectible Tokens do not entitle holders to vote in Partner polls. Different Partners may opt to have different tiers of Collectible Tokens in terms of rarity which may also impact their value.

7.9.3.   Collectible Tokens may be purchased and traded in accordance with the provisions of this section 7.

8.         ACCEPTED CURRENCIES, PURCHASE CONSIDERATION, MINIMUM PURCHASE AMOUNTS, MAXIMUM PURCHASE AMOUNTS AND TRANSFER PROCEDURE

8.1.      PURCHASES ON THE SOCIOS PLATFORM THROUGH THE SOCIOS WALLET

You may purchase Tokens during the Token Offering Period(s) of the relevant Token Offering Period or thereafter on the Socios Platform, Chliz.net or any other platform as authorized by Us. In the event that You purport to purchase Fan Tokens or Collectible Tokens through any other website or place other than the Socios Platform or Chiliz.net, You acknowledge and agree that:

–           Socios shall have no obligation to deliver, and You shall have no right to receive, any Fan Tokens or Collectible Tokens;   

–           Socios shall have no obligation to provide, and You shall have no right to receive, any refund for any part of the Chiliz consideration transferred by You through such other website or place; and

–           Socios shall have no obligations to You in any manner or form in respect of such purported purchase.

–           Purchase of Tokens may attract VAT and other tax obligations which shall be Your sole responsibility.

You agree that any fees and/or commissions due as a result of Your trading on the Socios Platform shall be automatically deducted from Your Socios Wallet balance.

Your transaction is subject to the terms and conditions of the third party payment service provider You have chosen from the payment options made available by Us. When choosing a payment method You agree to the terms of that payment method and agree to any charges or service fees that apply on the transactions You make through such payment methods. You further agree that the payment method is valid and that the payment card belongs to You and You have the right to use such payment method.

Applicable Terms For Galactic Mark (Astropay) Payment Users Only

Neither GALACTIC MARK (Astropay) as a payment service provider, nor any of its affiliates nor any of its brands, have made or will make any warranty nor representation as to the goods and/or services provided by Us and that GALACTIC MARK (Astropay) and its affiliates shall not be liable whether in contract, tort (including negligence), for breach of statutory duty, or otherwise for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising out of, or in connection with the products and/or services GALACTIC MARK (Astropay) provides. Moreover, regarding Our business relation with GALACTIC MARK (Astropay), We hereby declare their activities are exclusively those related to Payment Processing.

A buy order for Fan Tokens may also be made, if so authorized by Us, prior to the launch of the Token Offering Period or in replacement of a Token Offering Period limitedly in the following circumstance:

(i)         “Pre-Order” stage – this is a function which enables You to place a pre-order for Fan Tokens and/or Collectible Tokens whose Token Offering Period has not yet commenced. The pre-order shall be made for a determined $CHZ price that shall be deducted from Your Socios Wallet, whereas the corresponding amount of Fan Tokens and any unspent $CHZ shall be transferred to Your Socios Wallet at a later stage once they become available to own. The Chiliz Tokens value may fluctuate during the Pre-Order stage and therefore you may get less Fan Tokens than anticipated for the same amount of $CHZ during the Pre-Order at any previous time. 

(ii)        “Locker” stage – this is a function made available by Our Affiliated entity Entertainment Trading Technologies Limited, which enables You to express interest in a potential but as yet unsigned Partner of Socios. The User will be allowed to transfer Chiliz Tokens into the Locker and in case the potential Partner is signed up by Socios and onboarded to the Socios Platform, then, such Chiliz Tokens shall be converted into Fan Tokens of the relevant Partner. Prospective Fan Tokens to be created via this method are pegged directly to a pre-stated $CHZ price only, without any pegging to set FIAT prices. If the potential Partner is not signed within a predetermined time frame duly communicated by Us, such Users who have put Chiliz Tokens into the Locker will be fully refunded and the Chiliz Tokens returned to their Socios Wallet. Once a User transfers $CHZ into any given locker, this $CHZ will remain locked within it, and be unable to be withdrawn by the User until the end of the Locker’s lifecycle. Lockers do not represent an investment vehicle for either the User or Socios.com as $CHZ held in the Locker will not accrue any interest over time. In the event that a Locker converts into a new team signing, the User will receive their input $CHZ value back in the form of the new partner’s Fan Tokens together with a pre-set and publicly defined early adopter’s bonus which will be calculated as a publicly defined percentage of their total $CHZ input into the Locker. The User is eligible for this bonus only if the Locker containing their $CHZ input converts into a new partner signing. In order to transfer $CHZ into a Locker, the User must do so in packs (pre-set quantities) of $CHZ, with each pack representing the $CHZ cost of one prospective partner’s Fan Token. The minimum entry into any Locker requires the user to transfer in one (1) pack of $CHZ, with the maximum transfer limit for every Locker being publicly stated as a set multiple of these one (1) prospective Fan Token value equivalent $CHZ packs.

(iii)       The availability and conditions of the above “Pre-Order” and “Locker” functions shall be at Our sole discretion and made available by Socios or any Affiliate as may be deemed appropriate.

8.2.      ACCEPTED CRYPTOCURRENCIES FOR PURCHASE OF TOKENS

(i)         Chiliz Tokens can be purchased on the Socios App using FIAT currencies through any payment service provider as may be servicing Socios. Alternatively, Users may purchase $CHZ from third party exchanges or secondary markets and subsequently transfer them to the Socios Wallet;

(ii)        $CHZ is the exclusive currency powering the Socios Platform, Socios shall accept only Chiliz Tokens as payment for the purchase of Fan Tokens or Collectible Tokens. Unless authorized otherwise by Us, no legal tender, FIAT currencies, cryptocurrencies, blockchain assets or tokens other than $CHZ shall be accepted as payment for purchase of Fan Tokens and/or Collectible Tokens subject to the provisions of these Terms of Sale and Terms of Use.

(iii)       Your purchase of any Tokens under these Terms of Use shall be deemed to be a confirmed purchase only once the Tokens purchase has been confirmed via the Socios confirmation page and a unique transaction number is generated.

8.3.      PURCHASE CONSIDERATION

The consideration for the purchase of a Fan Token and/or Collectible Token (“Purchase Consideration”) shall be denominated in $CHZ and/or FIAT currency and will vary depending on the relevant Token Offering. The Purchase Consideration for each Fan Token or Collectible Token available for sale shall be announced by Us in advance of the relevant Token Offering. 

When the purchase is part of a “Pre-Order”, any fractional number of Fan Tokens which You are entitled to receive for a confirmed purchase of Fan Tokens (to the extent not rejected by Socios in accordance with these Terms of Sale), determined based on the amount of $CHZ or FIAT currency for such confirmed purchase at the Purchase Consideration as transferred from the Socios Wallet shall be rounded up downwards to the nearest whole number of Fan Tokens, with any difference in $CHZ shall be sent back to Your Socios Wallet.

8.4.      MINIMUM AND MAXIMUM CAPPING OF FAN TOKENS

8.4.1.   For every Fan Token issued, a maximum number of Fan Tokens (“Maximum Capping”) and a minimum number of Fan Tokens (“Minimum Capping”) that can be purchased or otherwise held by any individual User may be set, irrespective whether such Fan Token is (i) purchased during the Fan Token Offering stage; (ii) acquired on the Socios Platform after the end of the Fan Token Offering or (iii) acquired through the Token Hunt feature; (iv) initially purchased on Chiliz.net and then transferred to the Socios Wallet; or (v) acquired or awarded to the holder in any other way.

8.4.2.   The Maximum Capping may be established for every Token Offering in collaboration with the respective Partner and when applicable shall be clearly communicated to You prior to placing any buy order for such Fan Token. The Maximum Capping may vary from one Token Offering to another.

8.4.3.   The Minimum Capping throughout any Token Offering Period shall be a $CHZ amount equivalent to one (1) Fan Token.

8.4.4.   Socios reserves the right to adjust, in its sole and absolute discretion, the Maximum Capping and Minimum Capping at any time during the Token Offering Period or thereafter provided that a fifteen (15) day notice is given in advance.

8.4.5.   In the event that You attempt to purchase or acquire Fan Tokens in an amount exceeding the Maximum Capping, You acknowledge and agree that:

Provided that Your transfer of Chiliz Tokens as payment for such attempted purchase of Fan Tokens is successfully received by Socios, and notwithstanding any provision in these Terms of Sale, Socios may, at its sole and absolute discretion:

(a)        Deliver such number of Fan Tokens to You of an amount based on the Maximum Capping and provide a refund in $CHZ of such amount for the part of the transfer which is in excess of the Maximum Capping 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 You; or

(b)       Provide You with a refund of such $CHZ transfer in full or in part 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 You.

(c)        Socios may take any action which it deems appropriate, in its sole and absolute discretion.

In the case where paragraph 7.4.5 (a) is applicable, save for any Fan Tokens that Socios may elect to deliver thereunder, or in the case where paragraph 7.4.5(b) is applicable, save for any refund that Socios may elect to provide thereunder, Socios shall have no obligations in any form or manner whatsoever to You in respect of such attempted purchase; and

In the case where paragraph 7.4.5(a) is applicable, save for Your right to such Fan Tokens thereunder, or in the case where paragraph 7.4.5(b) is applicable, save for Your right to any such refund (whether in whole or in part) thereunder, You hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against Socios or its affiliates and/or the Indemnified Persons in connection with or arising from such attempted purchase, and shall further hold harmless, Socios and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by You in connection with or arising from such attempted purchase.

8.5.      ATTEMPTS TO PURCHASE IN VIOLATION OF LAWS AND REGULATIONS

In the event that Socios discovers, at any time after Your acceptance of these Terms of Use and Terms of Sale, that Your purchase of $CHZ and/or Fan Tokens and/or Collectible Tokens is determined to be in violation of these Terms, any applicable laws and regulations, You acknowledge and agree that, regardless of whether such transfer of $CHZ as purchase consideration are reflected as successfully made or received, that the attempted purchase of Fan Tokens will be regarded as invalid and/or void ab initio and:

(a)        Socios shall not be obliged to deliver any $CHZ, Fan Tokens or Collectible Tokens (as the case may be) to You and shall have no obligation in any form or manner whatsoever to You in respect of such attempted purchase; and

(b)       You hereby waive all rights, claims and/or causes of action (present or future) under any law (including any tortious claims) or contract against Socios or its affiliates and/or the Indemnified Persons in connection with or arising from such attempted purchase, and shall further hold harmless, Socios and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by You in connection with or arising from such attempted purchase.

IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR ATTEMPTED PURCHASE AND/OR TRANSFER OF $CHZ AS PURCHASE CONSIDERATION FOR THE PURCHASE OF FAN TOKENS AND/OR COLLECTIBLE TOKENS IS NOT IN VIOLATION OF THESE TERMS, ANY APPLICABLE LAWS, REGULATIONS OR RULES.

8.6.      WITHDRAWALS, CANCELLATIONS, REJECTIONS OF PURCHASES AND TERMINATION OF TOKEN SALE

8.6.1.   The Token Vendor reserves the right, to reject any purchases of Tokens, or terminate the Token Sale at any time after Your acceptance of these Terms and prior to the delivery of Tokens in accordance with these Terms should you not comply with the eligibility requirements set forth herein. The Token Vendor further reserves the right, in its sole and absolute discretion, to treat any purchase of Tokens throughout the  Token Offering Period as being invalid, notwithstanding any delivery of Tokens which may have been affected in accordance with these Terms, in the case where there is any change in any applicable law, regulation or rule after such delivery which prohibits, restricts, curtails, hinders, impairs or otherwise adversely affects the Token Sale to any extent.

8.6.2.   The Token Vendor reserves the right, in its sole and absolute discretion, to reject any purchases of Tokens by any Participant at any time after Your acceptance of these Terms and prior to the delivery of Tokens in accordance with these Terms in the event that You are not successfully Whitelisted to the Token Vendor’s sole and absolute satisfaction.

8.6.3.   In the event of any such rejection of Your purchase of Tokens, termination of the Token Sale or the completed Token Sale being treated as invalid, where You have made any transfer of $CHZ as purchase consideration for such rejected purchase of Tokens or such purchase of Tokens which is the subject of the terminated Token Sale or the completed Token Sale being treated as invalid, You agree that:

8.6.3.1.            Provided that Your transfer of Tokens to the Designated Account as payment for such intended purchase of Tokens is successfully received and notwithstanding any provision in these Terms, the Token Vendor may elect to provide a refund of such purchase consideration in full or in part 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 incurred in connection with such refund shall be borne by You;

8.6.3.2.            Save for any refund that the Token Vendor may elect to provide under these terms, the Token Vendor shall have no obligations in any form or manner whatsoever to You in respect of such intended purchase;

8.6.3.3.            Save for Your right to any such refund under these Terms, You hereby waive all rights, claims and/or courses of action under law or contract against the Token Vendor and/or indemnified persons in connection with or arising from such intended purchase, and shall further hold harmless, the Token Vendor and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by You in connection with or arising from such intended purchase.

8.6.3.4.            The Token Vendor reserves the right to apply restrictions including monetary thresholds as it may deem necessary in its sole discretion for any reason whatsoever or as may be required or permitted by applicable law with respect to the transfer out of Chiliz ($CHZ), Fan Tokens and Collectible Tokens from the User’s Socios wallet.

8.6.4.   In the event that You transfer out Tokens from your Socios.com wallet it is Your sole responsibility to ensure that the send out wallet address is accurately provided. Tokens sent to an incorrect address are not recoverable and shall be lost. Socios shall not be responsible for incorrectly provided send out addresses and any damages or losses sustained by You as a consequence thereof. Moreover, Fan Tokens can only be transferred out to a Chiliz.net wallet address, or any other platform and wallet address as may be authorized by Us,  and You shall be solely responsible to provide the correct Chiliz.net or other wallet address as may be applicable.

9.         $CHZ TOKENS

9.1.      PURCHASE OF CHILIZ TOKENS

9.1.1.   Chiliz Tokens are the official currency powering the Socios Platform and are subject to a separate set of Terms and Conditions available from https://www.chiliz.com/en/terms-conditions/.

9.1.2.   Chiliz Tokens may be purchased from (i) the Socios Platform, (ii) Chiliz.net or (iii) authorized cryptocurrency exchanges.

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

9.1.4.   The value of Chiliz Tokens is of a volatile nature and may fluctuate significantly over a short period of time depending on external market forces.

9.1.5.   You shall not purchase $CHZ Tokens if there are any applicable legal restrictions in Your country of residence or domicile. It is Your sole responsibility to ensure that Your purchase of the $CHZ Token is not prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected or subject to tax in any way by any applicable law, regulation or rule in Your country of residence or domicile.

9.1.6.   You are not eligible and You are not to purchase any Chiliz Tokens if:

1.         You are an individual who is citizen, domiciled in, resident of, or physically present/located in an Excluded Jurisdiction

2.         You are a body corporate which is incorporated in, or operates out of, an Excluded Jurisdiction, or Your operator(s) are citizens of, domiciled in, residents of, or physically present/located in, an Excluded Jurisdiction

3.         You are the subject of any sanctions administered or enforced by any country or government or international authority

4.         You are a person who is otherwise prohibited or ineligible in any way, whether in full or in part, from participating in any or all cryptocurrency purchases; or

5.         Cryptocurrency trading, selling and purchasing is prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in any jurisdiction applicable to You.

9.1.7.   As part of its due diligence and user verification procedures, Socios may require You 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 Your identity,  residency, status and/or eligibility to purchase Chiliz Tokens.

9.1.8.   We reserve the right, in Our sole and absolute discretion, to reject Your intended purchase of Chiliz Tokens if You are unable to furnish such documents or information to Our sole and absolute satisfaction. Only participants who have successfully satisfied the User Verification Procedure and due diligence procedures, to Our sole and absolute satisfaction shall be eligible to purchase Tokens.

9.1.9.   In the event that Socios discovers, at any time after Your acceptance of these Terms of Use and Terms of Sale, that Your purchase of Chiliz is determined to be in violation of any applicable laws and regulations, You acknowledge and agree that, regardless of whether such transfer of Chiliz ($CHZ) as purchase consideration are reflected as successfully made or received, that the attempted purchase of Chiliz Tokens will be regarded as invalid and/or void ab initio and:

(i)         Socios shall not be obliged to deliver any Chiliz Tokens to You and shall have no obligation in any form or manner whatsoever to You in respect of such attempted purchase; and

(ii)        You hereby waive all rights, claims and/or causes of action (present or future) under any law (including any tortious claims) or contract against Socios or its affiliates and/or the Indemnified Persons in connection with or arising from such attempted purchase, and shall further hold harmless, Socios and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by You in connection with or arising from such attempted purchase.

IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR ATTEMPTED PURCHASE AND/OR TRANSFER OF CHILIZ IS NOT IN VIOLATION OF THESE TERMS, ANY APPLICABLE LAWS, REGULATIONS OR RULES.

9.2.      OTHER USE OF $CHZ

9.3.      Socios reserves the right to introduce any other use for $CHZ on the Socios Platform as it may determine from time to time, including but not limited to, the purchase of any Partner’s merchandise or other deliverables.

9.4.      Any merchandise or other deliverables available for purchase via the Socios Platform shall be in accordance with these Terms.

9.5.      Merchandise and other deliverables will be available for purchase using solely $CHZ.

9.6.      Depending on the applicable jurisdiction of the User, there shall be no right of withdrawal in respect of any purchases of merchandise or other deliverables by the User on the Socios Platform.

10.       SSU Tokens

10.1.    How are SSU Tokens acquired?

SSU Tokens may not be purchased like any other Fan Tokens, Chiliz Tokens or Collectible Tokens.

The only way Users can collect SSU Tokens is by performing eligible tracked in-app actions on the Socios App related to their use and interaction with the Socios App and Socios Platform. This includes actions such as logging into the Socios App, using chat features and other in-app Services and features. SSU Tokens are also rewarded to fans as a percentage of their aggregated fan leaderboard scores dependent on the number of other Partners’ Fan Tokens they hold – this aims at rewarding those fans that are loyal and most engaging with the Partners. The features associated and linked to the SSU Tokens are provided by Socios Services Limited.

10.2.    What is the purpose of the SSU Tokens?

Ownership of SSUs enables Users to vote on polls within the Socios United partner page on the Socios App as a ‘platform-wide’ influence and engagement mechanism. On a technical level, SSUs are identical to the Platform partner’s Fan Tokens, but they differ greatly when it comes to the redemption mechanisms used to award them to Users. SSU Tokens are directly linked to loyalty reward mechanisms available on the Socios App. Although Users are not able to sell their SSU Tokens against $CHZ, and SSU Tokens are not listed on the Socios App marketplace or on Chiliz.net.

11.       FEES

You agree to pay Socios any applicable fees and Socios may, in its discretion, update the fees at any time. Any updated fees will apply to any transactions that occur following the effective date of the updated fees. You authorize Socios to deduct from your Socios Wallet any applicable fees that you owe under these Terms.

12.       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 Socios Platform or Your use of the Services, without prior notice. For example, Socios may: (a) limit the number of orders that You can place (b) restrict transaction requests from certain locations; or (c) restrict transactions if there is a reasonable suspicion of fraud, diminished capacity, inappropriate or illegal activity, including but not limited to market abuse, or if Socios has reasonable suspicion that Your ownership of some or all of the Chiliz Tokens is in dispute.

13.       REPRESENTATIONS AND WARRANTIES

By accepting these Terms, You represent and warrant to the Token Vendor as follows;

13.1.    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 jurisdiction;

13.2.    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 Socios App specifically for any product testing purposes;

13.3.    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;

13.4.    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;

13.5.    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 Token Vendor;

13.6.    You have read and understood all of these Terms including any annexes hereto;

13.7.    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;

13.8.    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 is in breach or in contravention of any applicable law, regulation or rule in Your jurisdiction;

13.9.    You agree and acknowledge that none of the Partners, Token Vendor 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;

13.10.  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.

13.11.  The Token Vendor does not make, and hereby disclaims, any representation or warranty in any form whatsoever.

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

14.       CONFISCATION OF TOKENS, ACCOUNT SUSPENSION OR TERMINATION

We may suspend Your access to and use of the Services or confiscate/freeze/lock Your Tokens, at our sole discretion, at any time and without notice to You if  (a) we suspect fraud, cheating, or misuse by You of content or Services; (b) we suspect any irregular or other unlawful activity associated with Your Account; (c) we suspect that You hold Your account in favour of third parties; (d) we suspect that You have used a payment card which does not belong to you (e) we suspect violation of these Terms,  the Guidelines, our Privacy Policy or any applicable laws and regulations; (f) Socios sees it necessary to protect the interest of the User and/or Socios and/or other Users of Socios. Additionally, we retain the right to terminate your account in certain circumstances, for instance if (a) You fail to comply with these Terms, Guidelines or Privacy Policy; (b) We suspect that You have provided counterfeit, forged, manipulated or unsatisfactory user verification documentation; or (c) We have conclusive proof that You have engaged in unlawful activity or You have misused any content or Services. You agree that Socios shall not be liable to You for any permanent or temporary modification, suspension or termination of your Account, for confiscation of Your Tokens  or access to all or any portion of the Services. Provided that, when and if possible only the limited amount of Tokens which have been subject to unauthorized/improper use or obtained through cheating or any other unlawful or irregular manner shall be confiscated.

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

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

14.2.    If Your Account is inactive (i.e., not used or logged-into) for a period of twelve (12) consecutive months, we reserve the right to charge Your Account five (5) euro/pounds/dollars worth of Chiliz Tokens every month as an administrative fee after giving You prior notification via email, Services or on the Socios App. If you log in after we began charging your account with the administrative fee we shall cease charging your account with any further administrative fees. We reserve the right to close inactive accounts with no balance at Our own discretion.

14.3.    You may deactivate your Account at any time by contacting Our customer support centre. Upon termination of any Services or your account, the following provisions of these Terms will survive: Content Ownership, Rights Granted by You, Disclaimer of Warranties, Indemnity, Limitation of Liability, Dispute Resolution, General Terms and this clause 11 concerning Termination.

14.4.    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 (‘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’.

14A. Socios is committed to maintain the security of User’s Tokens, and have implemented industry standard protection for such purpose. However, the actions of individual Users may pose risks. You shall agree to treat Your access credentials (such as username and password) as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect Your Account and personal information.

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

By creating a Socios Account, You hereby agree that:

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

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

(iii)       You will take appropriate steps to logout from Your Account if You are not going to be using it for a while

Below are some recommended Account Security Guidelines 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 don’t seem legit. 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).

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 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 Jurisdictions 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 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.

We may suspend Your access to and use of the Services or confiscate/freeze/lock Your Tokens if We suspect that You have breached any of the above conditions or have taken part in any unathorised activity prohibited in these Terms. Although Socios is not obliged to monitor access to or use of the Services or content or to review or edit any content, We have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right to remove or disable access to any content, at any time and without notice. Socios may remove any content we consider to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users and others who violate the law.

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

16.       USER GENERATED CONTENT AND CONDUCT POLICY

This User Generated Content and Conducy Policy outlines the guidelines that You should follow when using Our Services, particularly when posting any User Generated Content on Our Apps or Sites such as the Chat Rooms feature.

Our Chat Rooms are platforms for free expression where Fan Token holders to get together and share conversations about Us, sports and entertainment news and Socios’ partners.

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

•          Promotion of illegal activities and violations

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

•          Hate Speech

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

•          Personal or Confidential Information

Do not distribute other people’s personal and confidential information, such as credit card numbers, photos, confidential identification numbers, or account passwords without their permission.

•          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 from the Chat Room(s) 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 Behaviour

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

•          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 Socios App or through the respective Chat Room by directly reporting the content and User in question.

16.3.    Violations and Remedial Actions

Chat Rooms 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 Account

•          Permanently or temporarily banning the offending User from the relevant Chat Room or overall Chat Room feature on the Socios App

•          Confiscation of the offending User’s Tokens

17.       BETA PROGRAMS

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

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

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

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

•          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.       DISCLAIMERS

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

18.1.1. Any loss, hack or theft of Your Socios Wallet as a result of phishing, pharming, vishing, smishing or any other method;

18.1.2. Any sale or transfer of any Tokens acquired by You hereunder to any person at any time;

18.1.3. The funds used to purchase Tokens being obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

18.1.4. Rejection of purchases of Tokens or termination of the Token Sale;

18.1.5. Failure or delay in the delivery by the Token Vendor, and receipt by You, of any Tokens for any reason beyond the Token Vendor’s control or for any reason attributable, in whole or in part, to a third party;

18.1.6. Failure, malfunction or breakdown of, or disruption to, the operation of the Token Vendor, the Tokens or any technology on which the Token Vendor 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;

18.1.7. 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 the Token Vendor 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;

18.1.8. Decreases or volatility in trading prices or trading volume of Tokens after the Token have been made available for trading;

18.1.9. Failure of Fan Tokens for any specific purpose;

18.1.10.           Failure to disclose information relating to the progress of the Token Sale(s);

18.1.11.           Any rejection of purchasing or trading of Tokens by any other third-party cryptocurrency exchange;

18.1.12.           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 Tokens;

18.2.    In the event of any loss, hack or theft from the User’s Socios Wallet You acknowledge and confirm that You shall have no rights, claims or causes of action in any way whatsoever against the Token Vendor.

18.3.    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 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 account are Your sole responsibility and will be deemed as Your own use.

19.       LIMITATION OF LIABILITY AND INDEMNIFICATION

19.1.    To the maximum extent permitted by the applicable laws, regulations and rules:

19.1.1. The Token Vendor and Indemnified Persons 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 purchase of, use, trading, receipt or holding of Tokens by You;

19.1.2. The aggregate liability of the Token Vendor, in tort, contract or otherwise, arising out of or in connection with the purchase of, use, receipt or holding of Tokens by You shall be limited to the amount of $CHZ transferred by You as purchase consideration for Your intended purchase of Tokens;

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

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

20.       INTELLECTUAL PROPERTY RIGHTS

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

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

21.       NO WAIVER

21.1.    Any failure of the Token Vendor 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 Token Vendor to assert any rights, claims or causes of action against You.

22.       ENTIRE UNDERSTANDING

22.1.    These Terms contain the entire understanding between the Parties and supersede all prior terms and conditions, communications, understandings or arrangements (both oral and written) in relation to the Token Sale, use of the Socios Platform, use of the Services and Your purchase of Tokens.

22.2.    In the event that the Token Vendor discovers that You, in Your participation in the Token Sale, have engaged in unfair, excessive or abusive usage or conduct, the Token Vendor reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Token Vendor and the Indemnified Persons from losses, damages, harm or degradation of any form and manner.

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

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

23.       EXPRESS WAIVER OF COOLING OFF PERIOD

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

24.       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.

25.       CONTESTS, RAFFLES AND SIMILAR PROMOTIONS

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

26.       TAXES

26.1.    The Purchase Consideration that You transfer as payment for Your purchase of Tokens shall be inclusive of any VAT, if applicable, depending on your country of residence. However, the Purchase Consideration shall be exclusive of any other taxes, except VAT, that may be applicable to your purchase of, receipt and holding of Tokens in any jurisdiction (“Payable Tax”).

26.2.    It is Your responsibility to abide by local laws in relation to the legal usage of our Services in Your local jurisdiction as well as other laws and regulations applicable to You. You must also factor, to the extent of Your local laws all aspects of taxation, the withholding, collection, reporting and remittance to the appropriate tax authorities. YOU ACKNOWLEDGE AND DECLARE THAT YOUR FUNDS COME FROM LEGITIMATE SOURCES AND DO NOT ORIGINATE FROM ILLEGAL ACTIVITIES; YOU AGREE THAT WE WILL REQUIRE YOU TO PROVIDE OR OTHERWISE COLLECT THE NECESSARY INFORMATION AND MATERIALS AS PER RELEVANT LAWS OR GOVERNMENT ORDERS TO VERIFY THE LEGALITY OF THE SOURCES AND USE OF YOUR FUNDS. We maintain a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate Your account and funds which are flagged out or investigated by legal mandate.

26.3.    The Token Vendor 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.

27.       TOKEN HUNT

27.1.    THE FEATURE

27.1.1. The Token Hunt feature is a real-world augmented reality mobile experience which allows Users to collect Tokens on the Socios Platform for free.

27.1.2. The maximum number of Fan Tokens and/or $CHZ that can be collected on the Token Hunt by any individual User may be limited as determined by Socios.

27.1.3. Your use of the Token Hunt feature should be in accordance with the User Guidelines Guidelines”)

27.2.    CHEATING

Socios prohibits cheating, and 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);

•          Using multiple accounts for the same Service;

•          Sharing accounts;

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

•          Selling or trading accounts.

Apps may not work on devices that Socios detects or reasonably suspects to be cheating, and Socios will not provide support to players who attempt to cheat. You agree that Socios may deploy any lawful mechanisms to detect and respond to cheating, fraud, and other behavior prohibited under these Terms, including checking your device for the existence of exploits or hacking and/or unauthorized software. Please see the Guidelines and our Privacy Policy for more information.

27.3.    SAFE AND APPROPRIATE USE

While You are using Our Services, please be aware of Your surroundings, and play and communicate safely. You agree that Your use of the Services is at your own risk, and that you will not use the Services to violate third party rights, any applicable law, regulation, or instructions as outlined in these Terms and you will not encourage or enable any other individual to do so.

Furthermore, You agree that in conjunction with Your use of the Services you will not make available any unlawful, inappropriate, or commercial content (defined below). You agree that you will not submit inaccurate, misleading, or inappropriate Content, including data submissions, edits, or removal requests.

Socios does not intend the Token Hunt feature to be used as a medical or health device, or provide medical or health advice.

The Token Hunt is only available on the Socios Platform. You agree that any expenses incurred during the Token Hunt shall be Your sole responsibility.

27.4.    YOUR INTERACTIONS WITH OTHER PEOPLE

You agree that in conjunction with Your use of the Services, you will maintain safe and appropriate contact with other players and other people in the real world. You will not harass, threaten or otherwise violate the legal rights of others. You will not trespass, or in any manner attempt to gain or gain access to any property or location where You do not have a right or permission to be, and will not otherwise engage in any activity that may result in injury, death, property damage, nuisance, or liability of any kind. If you have a dispute with any third party relating to Your use of Services, you release Socios and the Indemnified Persons from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

27.5.    WHO MAY PARTICIPATE IN THE TOKEN HUNT

Unless stated otherwise for a particular Service, persons under the age of 14 are not allowed to participate in the Token Hunt.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SOCIOS DECLINES ANY RESPONSIBILITY REGARDING ANY ACTIVITIES CONDUCTED BY A PERSON UNDER THE AGE OF 14 WITH OR WITHOUT THE PERMISSION OF A PARENT. IF YOU ARE A PARENT AND YOU GIVE YOUR PERMISSION FOR YOUR CHILD TO REGISTER FOR ONE OF THE SERVICES, YOU THEREBY AGREE TO THE TERMS RELATING TO USE OF THE SERVICES BY YOUR CHILD.

27.6.    LIMITATION OF LIABILITY

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

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL SOCIOS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE TOKEN HUNT FEATURE IN RESPECT OF ANY AND ALL CLAIMS OF AN INDIVIDUAL USER EXCEED ONE HUNDRED (100) EUROS. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SOCIOS AND YOU.

27.7.    FAN TOKEN REDEMPTION

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

Users may not request Us to swap, redeem or trade Fan Tokens and/or Chiliz Tokens obtained during the Token Hunt for alternate Tokens.

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

28.       GOVERNING LAW AND JURISDICTION

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

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

28.3.    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.

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

28.5.    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.

28.6.    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: https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home.chooseLanguage.

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

29.       ADDITIONAL TERMS OF USE APPLICABLE TO ARGENTINIAN USERS

29.1.    Waiver of withdrawal period

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

29.2.    Dispute Resolution

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

29.3.    Taxes

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

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

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

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

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

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

30.       SEVERANCE AND PARTIAL INVALIDITY

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

30.2.    The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

31.       DATA PROTECTION

31.1.    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.

31.2.    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.

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

32.       FEEDBACK

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

33.       CONTACT INFORMATION

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

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 Token Sale or trading activity. To the best of the Token Vendor’s knowledge and belief, all risk factors which are material to You in making an informed judgement to participate in the Token Sale and engage in the Services have been set out below. If any of the following considerations, uncertainties or material risks develops into actual events, the business, financial position and results of operations of the Tokens Vendor could be materially affected. In such cases, the trading price of Tokens (Fan Tokens, Collectible Tokens and the $CHZ Tokens) could decline due to any of these considerations, uncertainties or material risks, and You may lose all or part of Your Tokens (Fan Tokens, Collectible Tokens and Chiliz Tokens). By proceeding You are acknowledging these risks.

RISKS RELATING TO PARTICIPATION IN THE TOKEN SALE

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

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

The Token Vendor may be forced to cease operations.

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, the inability of the Token Vendor to establish the Token’s utility, the failure of commercial relationships, or intellectual property ownership challenges, it may not be viable for the Token Vendor to continue its operations and may dissolve or take actions that result in a dissolution of the Token Vendor.

The tax treatment of the Tokens, the purchase rights contained herein, and the Token Sale 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. Purchase or trading of Tokens pursuant to these Terms may result in adverse tax consequences to You, including withholding taxes, income taxes, and tax reporting requirements. You should consult with and must rely upon the advice of Your own professional tax advisors with respect to tax treatment of a purchase and/or trading of Tokens pursuant to these Terms.

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

Prior to the Token Sale, there has been no public market for the Fan Tokens and the Fan Tokens are not traded, whether on any cryptocurrency exchange or otherwise. In the event that the Tokens are traded on a cryptocurrency exchange, there is no assurance that an active or liquid trading market for the Tokens will develop. There is also no assurance that the market price of the Tokens will not decline below the Purchase Consideration at which You acquired Your Tokens. The Purchase Consideration may not be indicative of the market price of the Tokens after they have been made available for trading on an exchange.

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, the Token Vendor cannot assure that there will be any demand or market for Tokens.

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

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

Negative publicity may materially and adversely affect the price of the Tokens

Negative publicity involving the Partners and/or the Token Vendor 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 Socios Platform and Token Sales

The value of, and demand for, the Tokens hinges heavily on the performance of the Socios Platform. Despite the very good early predictions based on sound data, there is no assurance that this will gain traction after its launch and achieve any commercial success.

The trading price of the Tokens may fluctuate following the Token Sale.

The prices of digital assets in general tend to be relatively volatile and can fluctuate significantly over short periods of time. The demand for, and correspondingly the market price for, the Tokens may fluctuate significantly and rapidly in response to, among others, the following factors, some of which are beyond the control of the Token Vendor:

•          New technical innovations;

•          Analysts’ speculations, recommendations, perceptions or estimates of the Token’s market price or the financial performance of the Token Vendor;

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

•          Announcements by the Token Vendor 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 the Token Vendor;

•          Success or failure of the management of the Token Vendor 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.

RISKS RELATING TO THE RECEIVING ADDRESSES AND WALLETS

The receiving Socios Wallets may be compromised and the Tokens may not be able to be disbursed.

The receiving Socios Wallets are designed to be secure. However, in the event that the Socios Wallets are, for any reason compromised, the Tokens held by the receiving Socios Wallets may not be able to be retrieved and disbursed and may be permanently unrecoverable.

The loss or compromise of information relating to Your Socios Wallet may affect Your access and possession of the Tokens.

Your access to Tokens on your Socios Wallet depends on, among other things, the safeguards to the information to such Socios Wallet, including but not limited to the user account information, address, private key, and password. In the event that any of the foregoing is lost or compromised, Your access to the Socios Wallet may be curtailed and thereby adversely affecting Your access and possession to the Tokens, including such Tokens being unrecoverable and permanently lost.

RISKS RELATING TO THE TOKEN VENDOR AND THE SOCIOS PROJECT

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

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

Purchasers of Tokens should understand and accept that there are no warranties that Tokens are fit for a particular purpose or do not contain any weaknesses, vulnerabilities or bugs which would cause loss in their worth or value. In the event that any of the aforementioned risks materializes, the business strategies, results of operations and outlook of the Token Vendor may also be adversely affected.

The Token Vendor is dependent in part on the location and data center facilities of third parties.

The infrastructure network of the Token Vendor 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 the Token Vendor is unable to renew its data facility lease on commercially reasonable terms or at all, the Token Vendor 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 the Token Vendor and the price of the Tokens.

There may be unanticipated risks arising from the Tokens

Cryptographic tokens such as the Chiliz Tokens and Fan Tokens are a relatively new and dynamic technology. In addition to the risks included therein, there are other risks associated with Your purchase, holding and use of the Tokens, including those that the Token Vendor cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed herein.

There may be prevention of transaction requests

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

There may be the termination of the business relationship with the Partner

The use and function of the Fan Tokens is reliant on an underlying agreement between Us and the Partner (for example – official football team). There is the risk that such partnership will cease and in such case the Fan Token will lose value, its utility and associated intellectual property rights. However, the User shall continue to hold such Tokens in his or her respective Socios Wallet.