1. Risk Statement
Blockchain technology and crypto-assets carry significant risks, including the possible loss of all value allocated in crypto-assets. Such risks arise from the novelty of this technology, the regulatory uncertainty, the possibility of hacking, the high volatility and the information asymmetry characterizing the crypto market. Visitors should not purchase crypto-assets with funds they cannot afford to lose. Furthermore, the Visitor is strongly encouraged to seek financial and legal advice regarding the use of crypto-assets and the use of our services.
2.Preamble
By browsing the website, any Visitor acknowledges having read and understood the Agreement and agrees to be bound by its terms and conditions and comply with the Agreement and all applicable laws and regulations. The Visitor’s consent is given once the Visitor ticks the box in the pop-up window that appears upon its first connection and says: “I accept the terms and conditions of the Agreement governing the use of UnityPad. This website uses cookies to ensure the Visitors get the best experience on our website. By continuing to use our website, the Visitors agree to the terms and conditions of the Agreement governing the use of UnityPad, our Privacy Policy and to our Cookies Policy”. By giving its consent, the Visitor confirms that its level of English is sufficient to understand the meaning of the terms and conditions of this Agreement as well as all the commitments, warranties, waivers and obligations contained herein.
If the Visitor is browsing the Website on behalf of a business or other entity, the Visitor represents and warrants that the Visitor has the necessary authority to bind that business or entity to the terms and conditions of this Agreement and that the Visitor agrees to this Agreement on behalf of that business or entity.
UnityPad shall have the right to unilaterally modify and/or update the terms and conditions of this Agreement at any time without notice. The continuous use of the Website by the Visitor shall be deemed as acceptance of this Agreement in the last and most updated version. Any Visitor shall periodically check the terms and conditions of this Agreement.
By making use of the Website, the Visitor acknowledges and agrees that: (i) The Visitor is aware of the risks associated with crypto-assets, including but not limited to cybersecurity risks and regulatory risks; (ii) The Visitor shall assume all risks related to the use of UnityPad and crypto-assets transactions; and (iii) UnityPad shall not be liable for any such risks or adverse outcomes.
The market value of crypto-assets may fluctuate significantly, and there is a substantial risk of economic losses when purchasing, selling, or holding digital tokens.
If any Visitor does not agree with the terms and conditions of the Agreement, the Visitor should refrain from using the Website.
This Site is for non-commercial use only. UnityPad and all its associated projects/partners shall not be held responsible for your commercial use that may lead to any form of loss or damage.
By setting up, logging into and/or using your account on our website https://UnityPad.org/ and related extensions (the “Website”), by using any of our services which are available via the Website and/or by participating in a Members Club (as defined below), you hereby agree (i) to become a party to this agreement (the/this “Agreement”) and (ii) that your counterparty is UnityPad LLC., a private LLC registered in Wyoming, USA, having its registered offices in 1309 Coffeen Avenue STE 1200, Sheridan Wyoming 82801 (“UnityPad”).
You will hereinafter be referred to as “you” and/or the “Client”. The Client and UnityPad will each individually be referred to as (a) “Party” and collectively as (the) “Parties” to this Agreement.
RECITALS:
UnityPad exploits, amongst other things but not limited thereto, a blockchain-based Private Members Club platform on/via which various services are provided, such as crowd funding services for newly (to be) incorporated companies with a focus on blockchain technology (the “Platform”).
In addition to hosting the Platform, UnityPad separately also provides services relating to the Platform and Members Club(s) (as defined below) hosted thereon. UnityPad does not host crowdfunding(s) herself and/or on behalf of the companies listed on the Platform. UnityPad only facilitates the platform on which the Members Club is hosted on behalf of the companies listed on the Platform.
The Client wishes to use the services of UnityPad as listed on the Website and which are exclusively accessible to the Client via his/her account on the Website, explicitly including, but not limited to (all as defined hereinafter): using and/or interacting with the Platform, Members Club, Token Claim(s) and/or NFT(s) (the “Services”).
Parties wish to establish their rights and obligations towards each other with regard to the Services and all subsequent (legal) actions and/or agreements in relation thereto in this Agreement.
In order to illustrate the (technical) knowledge of the Client of the status and functioning of blockchain technology and the application thereof, the Client hereby acknowledges (that he/she realises), amongst other things but not limited to, that:
blockchain is a new and largely unregulated form of interaction and doing business. Many jurisdictions have not yet adopted their legal systems to this up-and-coming application of technology. As a result of this, upcoming changes in legal systems and/or other circumstances may result in substantial changes in the blockchain application and/or the (execution of the) Services;
the tokens which are to be used, transferred and/or received by the Client are only accessible via a digital wallet. The wallet requires the means to store and access the private key. If either the private key or wallet is compromised this can result in the unrecoverable and permanent loss of the tokens which are held in that wallet; and
blockchain and the (underlying) software(products) are still in a development stage and have not been proven to be without error. Therefore, UnityPad cannot give the Client any warranties regarding the errorless and hack-free functioning and performance of UnityPad’s network, the Platform, the Services and/or the blockchain(s) on which they are based.
The Client realizes and acknowledges that the Services and the Platform are subjected to constant development and this development has no fixed timeline or deadline. The functioning of the Platform and the provision and execution of the Services is planned on a best-effort basis. The Client realizes and acknowledges that digital tokens and other blockchain-related technologies are new and untested, and are thus inherently risky. UnityPad is not responsible for any non-performance of/in relation to the Services and/or the Platform resulting from adverse changes in market forces and/or technological changes. In addition, the Client has been warned for and understands the following risks:
i. legal risks regarding securities regulations;
risks associated with blockchain-related technologies;
risks of unfavorable regulatory actions;
risks of cyber theft and hacking;
risks of security weakness of codes & software;
weaknesses of cryptography & mining attacks;
risk of loss of value of cryptocurrencies and/or tokens;
UnityPad may not meet the Client’s expectations; and
regulatory risks associated with cryptocurrencies, tokens, the Platform and/or the Services.
G. The Client realizes and acknowledges that (the execution of) this Agreement does not constitute an offer or invitation to subscribe for or to purchase any securities nor solicit any investment in any jurisdiction. This also applies to (UnityPad’s performance of) the Services. The Client agrees to seek professional advice if he or she is in doubt about any aspect of this Agreement.
HAVE AGREED AS FOLLOWS:
1. Interpretation
1.1. Definitions that are defined in this Agreement apply in the singular form as well as in the plural form of these definitions.
1.2. The contents of the recitals in this Agreement form an integral part of what the Parties have agreed upon.
2. The Services
2.1. UnityPad hereby undertakes the obligation with respect to the Client to ensure that the Client will be able to use and receive (access to) the Services and the Platform.
2.2. The provision of the Services by UnityPad to the Client and the Client’s access to the Platform and the Services is subjected to the continuous compliance of the Client with the following (cumulative) conditions:
i. the Client successfully passes the KYC (know your customer) and AML (anti money laundering) checks and procedures applied by UnityPad and/or a third party designated thereto by UnityPad. This is to be determined at the sole discretion of UnityPad and/or a third party designated by UnityPad;
the Client continuously complies with and acts in accordance with the terms of this Agreement, more specifically but not limited to, the representations and
warranties made by the Client in article 6 of this Agreement; andthe Client will at all times act and interact with the Services and the Platform in good faith, in accordance with the standards of reasonableness and fairness and not in any way or form that is to the detriment of any and/or damaging to UnityPad, UnityPad’s business, the Services, (the functioning of) Platform and/or the companies listed on the Platform.
2.3. UnityPad is legally entitled to, at her own sole discretion, suspend (the functioning of) the Platform, Services and/or the Client’s access to (his/her account on) the Website temporarily or permanently. This access-blocking and/or suspension of the Services may be a consequence of, among other things but not limited thereto, a(ny) breach of the terms of this Agreement, inconsistent information regarding the identity of the Client, a pending compliance or security review, the request of a third party, or the request and/or order of an authority, governmental body, regulator, legal entity, law-enforcement agency, et cetera. UnityPad, and/or any third party designated thereto by her, determines at her sole discretion which reasons are to be deemed valid for the suspension of the Services and/or the access to the Website. UnityPad cannot be held liable for any losses suffered by the Client as a result of any suspension and/or termination of access to the Platform, the Services and/or the Website.
2.4. You are solely responsible for determining what, if any, taxes apply (to you) in your jurisdiction regarding entering into this Agreement, (using and interacting with) the Services and/or the Platform, including but not limited to, for example, sales, use, value-added, and similar taxes. Your responsibility is to report and remit the correct taxes to the appropriate tax authorities. UnityPad is not responsible for withholding, collecting, reporting, or remitting any sales, use, value-added, or similar tax arising from you entering into and executing this Agreement, in any form whatsoever.
3. The Private Members Club opportunities
4.1 Customer’s Content. Customer and its Users may upload and share Content via the Services including but not limited to website templates created and contributed by the Customer and its Users, blog or forum posts, images, and photos. Any content a User submits, posts, displays, or otherwise makes available on the Service, including all Intellectual Property Rights (defined below) therein, is referred to as “Content”. After the Content is successfully uploaded, a link is made available allowing Users to share the Content. Customer retains ownership of the Content. Framer has no obligation to store, maintain, or provide Customer with a copy of the Content. Customer alone is responsible for any of the Content that may be lost or unrecoverable through the Customer’s use of the Services. Customer is encouraged to archive its Content regularly and frequently.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction. Customer owns all of the Content posted or published through the Services.
4.2 Framer is not responsible or liable for the Content or the consequences of uploading the Content or for sharing the Content. Framer does not endorse the Content or any advice, suggestion, or opinion expressed in the Content.
4.3 Although Framer has no obligation to monitor Content, Framer may do so and may remove Content and/or prohibit any use of the Services it believes may be (or alleged to be) in violation of the license and use rights set out in Section 2 of this Agreement.
4.4 License to Display Content. Customer grants: (a) Framer a worldwide, non-exclusive, royalty-free, transferable license with a right to sub-license to use, reproduce, distribute, display and perform the Content to the extent required for the provision of the Services; and (b) individuals with whom Content is shared via the Services a personal, non-exclusive, royalty-free license to access the Content and to use the Content in accordance with the terms of this Agreement. The foregoing license terminates automatically when Content is removed from the Services. Customer understands and agrees that part of the Services is a public platform and other users may search for, see, use, and/or re-post any Content that Customer makes publicly available through the Service.
4.5 Feedback. Customer may choose to or Framer may invite Customer to submit feedback about the Service, including without limitation about how to improve the Services or our products (“Feedback”). By submitting any Feedback, Customer agrees that disclosure is without restriction and will not place Framer under any fiduciary or other obligation. Framer is free to use the Feedback without any additional compensation to Customer, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone.
4. Token Claim Event
4.1. As part of the Services, UnityPad may transfer (airdrop) to you and/or other users of the Platform like you cryptographic tokens relating to a specific project or company that is listed on the Platform (the/a “Token Claim”). A Token Claim is subjected to specific deliverables and/or actions that are to be performed and/or achieved by you in order to be eligible for a Token Claim.
4.2. It is exclusively determined by UnityPad, and/or a third party designated thereto by UnityPad, if you have satisfactorily performed any action(s) and/or made any deliverable(s) via the Platform that makes you eligible to receive the cryptographic tokens under the Token Claim. The amount of cryptographic tokens you will receive is to be determined at the sole discretion of UnityPad and/or a third party designated to it by UnityPad.
4.3. The cryptographic tokens that you may receive under the Token Claim (if any), are envisaged to be distributed by UnityPad after you have satisfactorily performed any action(s) and/or made any deliverable(s) via the Platform.
5. NFTs
5.1. As part of the Services, UnityPad may transfer to you and/or other users of the Platform like you, cryptographic, non fungible tokens (NFTs) granting you (access to) specific Services, such as but not limited to, benefits (perks) and/or access to areas of the Platform (“NFTs”). The use and receipt of NFTs is subjected to specific deliverables and/or actions that are to be performed and/or achieved by you in order to be eligible to receive and use NFTs. These deliverables and/or actions are communicated by UnityPad to you on/via the Platform.
5.2. It is exclusively determined by UnityPad, and/or a third party designated thereto by UnityPad, if you have satisfactorily performed any action(s) and/or made any deliverable(s) on/via the Platform that makes you eligible to receive and/or use (a) NFT(s) and the Services related thereto.
5.3. NFTs, are envisaged to be distributed by UnityPad after you have satisfactorily performed any action(s) and/or made any deliverable(s) on/via the Platform.
6. Representations and warranties from the Client to UnityPad
6.1. The Client represents and warrants to UnityPad that:
he/she is over 18 (eighteen) years old;
he/she is legally permitted under the laws applicable to him/her to enter into this Agreement and is allowed and capable of receiving the Services;
he/she is not involved in any proceedings or disputes related to (the execution of) this Agreement and/or (the use of) the Services;
entering into this Agreement and/or the use of the Services does not constitute an attributable breach on the part of the Client concerning one or more third parties;
the (content(s) of the) information and documents that the Client has provided and/or will provide during the execution of this Agreement and/or the use of the Services to UnityPad and/or a third party designated by UnityPad in relation to (the signing and execution of) this Agreement, including but not limited to the information and documents with regard to the KYC and AML procedures, are correct, accurate, true and not in any way misleading or fabricated;
the Client’s wallet address which he/she provides to UnityPad and/or the project company is a wallet address that is exclusively controlled and used by the Client, whereas (for avoidance of doubt) said wallet address is not an address held with an exchange, nor an address that is (also) used by and/or on behalf of anybody else;
what has been included in the recitals of this Agreement is correct, while the Client is aware of, and warrants that he/she is aware of, and understands the risks as described in the recitals of this Agreement;
the Client confirms that he/she fully understands the (technical) nature and (legal) consequences of this Agreement, the functioning of the Platform and (the use of) the Services;
he/she enters this Agreement solely to receive the Services from UnityPad. The Client is not entering into this Agreement for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;
the Client will comply with any applicable legal and tax obligations in his/her jurisdiction arising from the Client entering into this Agreement and/or receiving the Services;
the Client enters into this Agreement and shall use the Services exclusively for himself/herself and not (also) for and/or on behalf of anybody else; and
the Client is not a citizen of, residing in, established in and/or does not have his/her (registered) address in Afghanistan, American Samoa, The Bahamas, Belarus, Botswana, Cambodia, China, Democratic Republic of the Congo, Democratic People’s Republic of Korea (DPRK, North-Korea), Ethiopia, Ghana, Guam, Iran, Iraq, Libya, Nigeria, Pakistan, Panama, Puerto Rico, Russia, Samoa, Saudi Arabia, Serbia, Sri Lanka, Syria, Trinidad and Tobago, Tunisia, United Arab Emirates (UAE), US Virgin Islands, United States of America (USA), Yemen.
7. Liability and indemnification
7.1. Unless stated otherwise in this Agreement, UnityPad is not bound to give the Client any warranty, indemnity, or a combination thereof regarding (the functioning of) the Platform, (the use of) Services, (the execution of) this Agreement, and/or any other respect in any form whatsoever.
7.2. UnityPad is not liable and cannot be held liable by the Client for any damage, however named and to the maximum extent, suffered by the Client or third parties as a result of (the execution of) this Agreement and/or (the use of) the Services, except in the case of wilful intent or deliberate recklessness on the part of UnityPad. The exclusion of liability under this clause also applies to any auxiliary persons and/or subordinates who are involved by UnityPad regarding (the execution of) this Agreement and/or (the use of) the Services.
7.3. The Client acknowledges and agrees that he/she will indemnify UnityPad, its directors, its employees and/or any third party involved with (the creation and/or execution of) this
Agreement and/or the Services against (any) third-party claim(s), including but not limited to the claims which arise from the Client entering into this Agreement, using the Services and/or a breach of any or all representations made by the Client as described in article 6 of this Agreement.
8. Intellectual property rights
8.1. Without limitation thereto, UnityPad’s intellectual property rights are those rights which are registered in its name and also inventions, original works of authorship (copyrighted materials), developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws or other intellectual property which relate to (the implementation of) UnityPad’s business, this shall more specifically include, but not be limited thereto, (the exploitation of) the Platform, (the provision and execution of) the Services, (the execution of) this Agreement and all software and technologies related thereto. Additionally (and for the avoidance of doubt), UnityPad is the sole owner of all rights of, existing, regarding and arising from (the use of) the Platform and the Services, including copyrights and other intellectual property rights.
8.2. Unless explicitly agreed upon otherwise in this Agreement, nothing with regard to (the execution of) this Agreement and/or (the provision or use of) the Services may be interpreted or construed as granting the use of and/or transferring any (intellectual) (property) right(s), however named, by UnityPad to you.
9. Termination of the Agreement
9.1. As soon as the Client’s account on the Website is closed, this Agreement will automatically terminate.
9.2. UnityPad is entitled to terminate this Agreement and, as a result thereof, terminate Client’s access to the Platform and the use of the Services with immediate effect, without any prior warning or due regard of any (termination) notice, if one of the following circumstances or a combination thereof present itself, which is to be determined at the sole discretion of UnityPad and/or a third party designated by UnityPad:
i. the Client does not fulfill his/her obligations towards UnityPad as described in article 2.2 and/or 3.3 of this Agreement;
the Client materially breaches this Agreement, including but not limited to the Client breaching the representations and/or warranties set out in article 6 of this Agreement;
the Client is declared bankrupt or files a petition for bankruptcy against himself/herself;
the Client is granted (provisional) suspension of payments or applies for a suspension of payments;
the Client dies, and/or;
the Client consciously brings damage to UnityPad, its business, the Platform,
the Services, a third party involved in or with a Members Club, or otherwise in relation to (the execution of) this Agreement.
9.3. In addition to the foregoing termination grounds, UnityPad is entitled to terminate this Agreement and, as a result thereof, terminate Client’s access to the Platform and the use of the Services with immediate effect, without any prior warning or due regard of any (termination) notice, if the Client does not successfully pass the KYC (know your customer) and AML (anti money laundering) checks and procedures applied by UnityPad and/or a third party designated thereto by UnityPad. This is to be determined at the sole discretion of UnityPad and/or a third party designated by UnityPad.
9.4. The obligations set forth in articles 6, 7, 8, 9 and 10 of this Agreement shall survive the termination, annulment and/or dissolvement of this Agreement indefinitely.
10. Final provisions
10.1. This Agreement includes all the arrangements between the Parties relating to the Services and replaces all the previously written and oral arrangements made between the Parties. No further (general) terms, conditions and/or statutory regimes are applicable to the legal relationship and/or (other) arrangements made between Parties.
10.2. By entering into this Agreement, you give UnityPad permission in advance for the transfer of its rights and obligations under this Agreement and all related (legal) acts to third parties, either by contract transfer or separately. If UnityPad makes such a transfer, it will remain responsible to you for the fulfilment of its obligations under this Agreement until UnityPad has notified you of the transfer and the (legal) person to whom UnityPad has transferred its obligations under this Agreement.
10.3. UnityPad is legally entitled to amend this Agreement unilaterally.
10.4. All the communications, notices and announcements under this Agreement must be made in writing.
10.5. If a provision of this Agreement turns out to be void or non-binding, the Parties continue to be bound to the other provisions of this Agreement.
10.6. Any claims that may ensue from (the execution of) this Agreement and/or (the use of) the Services cannot be transferred, this with effect under property law.
10.7. (The execution of) this Agreement, (the provision of) the Services and/or any non-contractual rights and/or obligations arising out of or in connection therewith are solely and exclusively governed by and shall be construed in accordance with the laws of Wyoming.
10.8. Any disputes arising out of or in connection with this Agreement and/or the Services, including regarding the existence or validity of this Agreement, and any non-contractual obligations arising out of or in connection with this Agreement and/or the Services, are subject to the sole and exclusive jurisdiction of the competent court in Wyoming, USA.
