Terms and Conditions
These Terms and Conditions have been updated on 28th of May 2023 Please read these Terms and Conditions carefully before using FanCentric! Welcome to the FanCentric, (5900 Balcones Drive Ste 8064 Austin, TX 78731), (hereinafter referred to as “FanCentric”, “Company”, “We”, “Us”, “Our”) Website. These Terms and Conditions shall govern Your use of the Website FanCentric.co (hereinafter referred to as “FanCentric Website“ or "Website") and any options available there which are provided by the Company.
We may change these Terms and Conditions at any time. When the Company updates the Terms, it will use reasonable endeavors to provide you with notice of updates to the Terms. Terms and Conditions are effective upon their posting to the Website. Your continued use of Our Website shall be considered Your acceptance of the revised Terms and Conditions.
TERMS AND DEFINITIONS
The following terms shall have the following meaning:
“Ethereum blockchain” — is a decentralized, open-source blockchain-based computing platform that enables the creation of smart contracts and decentralized applications;
“Ethereum protocol” — is the set of rules and specifications that define how the Ethereum network operates.
“Personal account” — shall mean an account with FanCentric to be able to use the Website and participate in Token or NFT Sale;
“FAN” — shall mean FanCentric's native utility token. All information about FAN is provided in a separate document which is available at www.fancentric.co.
“NFTS” — shall mean FanCentric's Non-Fungible Token collection. All information about NFTS is provided in a separate document which is available at www.fancentric.co.
“Token Sale” — shall mean the sale of the FAN to the User pursuant to the Token Sale Agreement
“User” (or “You”, “You're”) — an individual who has accomplished the age of 18 (eighteen) (or another age which in light of their domestic law entitles the User to conclude legally binding agreements) and accepts this Agreement on their behalf, and has a Personal account;
“Prohibited User” — (i) a natural person wishing to become a User and being a citizen, national, resident or having a similar connecting factor to; or (ii) a juridical person wishing to become a User and being incorporated, registered or effectively managed and controlled from or in: a country, jurisdiction or territory where the holding and use of FAN 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, which is taken to include but is not limited to the USA, South Korea, Cuba or any other jurisdictions where the aforementioned are prohibited. This shall include any person/s representing or acting on behalf of such restricted prohibited participant/s in any manner or capacity whether openly or covertly.
“Wallet” — an Ethereum-based digital wallet with a private key, or a combination of private keys and having a unique address and capable of accepting ERC20 tokens or ERC115 NFTS including FAN and NFTS, and which is necessary to acquire, hold and dispose of FAN.
THE SUBJECT MATTER
The Website provides Users with general information about Our products, services, and Token Sales. Users can use Our products, and services and participate in the Token Sale only in case they are eligible for that under domestic laws in their jurisdiction and FanCentric Documents.
You may not use Our Website for any unlawful purpose nor may You violate any laws in Your jurisdiction.
TOKEN SALE ELIGIBILITY
You are not authorized to register a Personal account with FanCentric and participate in the Token or NFT Sale unless all of the following are true:
You use Our Website and participate in the Token or NFT Sale at Your sole option, discretion, and risk;
You are solely responsible for any applicable taxes or other legal liabilities which may be payable or arise while using Our Website or participating in the Token or NFT Sale;
You are at least 18 (eighteen) years of age or of other legal age, according to Your relevant jurisdiction;
You are not a Prohibited User;
You agree and will comply with provisions of this Agreement, FanCentric Documents, and all applicable local, state, national, and international laws, rules, and regulations;
You can use Our Website and participate in the Token or NFT Sale if it is permitted under the laws of Your jurisdiction (country of permanent residence).
While You may always browse public-facing portions of the Website without registering with Us, in order to participate in the Token or NFT Sale, You must register a Personal account via Our Website. We may, in our sole discretion, refuse to open an account for You, or limit the number of accounts that you may hold (generally, one).
To register a Personal account You need to provide your first and last name and e-mail address.
FanCentric carries out “know-your-customer” (hereinafter referred to as «KYC») checks before entering into a business relationship or conducting transactions with its Users. You agree to provide Us with any information We may request for the purposes of identity verification so that We can, among other things, fulfill Our obligations to detect illegal activity such as money laundering, terrorist financing, and fraud. You also agree to permit Us to keep a record of such information. You will need to complete certain verification procedures before You are permitted to participate in the Token or NFT Sale. Your access to the Token or NFT Sale may be limited, altered, or refused as a result of information collected about You during the initial onboarding procedures and on an ongoing basis. The information We request may include certain personal information, including, but not limited to, Your name, address, e-mail address, date of birth, and government-issued identification. In providing Us with this or any other required information, You confirm that the information is true, accurate, and complete. You agree to promptly update Your identity information upon any changes. You authorize FanCentric and Our third-party service providers to make inquiries that We use to verify your identity or to protect You and/or Us against fraud or other financial crime, and to take all action as a result of such inquiries. You acknowledge and agree that Your personal information may be disclosed to check credit references and fraud prevention or financial crime agencies and that these agencies may respond to Our inquiries in full. Please note this is an identity check only and should have no adverse effect on Your credit rating.
After registering, You can log in to Your Personal Account at Our Website with the email and password You provided during the creation of the Personal account.
If You lose Your Personal account password, it can be reset as long as You have control over the email address You have used for registration. You can reset the password using the relevant option on Our Website or by contacting customer support at firstname.lastname@example.org.
You are responsible for the security of your Personal account and are fully responsible for all activities that occur through the use of your credentials. You agree to immediately reset Your login credentials and notify Us at email@example.com if You are aware or believe Your Personal account has been hacked or compromised. The Company will not be liable for any loss or damage arising from unauthorized use of Your Personal account.
Upon receipt of such notice, We may, as it deems fit, block Your Personal account until the conclusion of investigations.
TOKEN SALE PARTICIPATION
All Users who have created a Personal account and successfully pass KYC checks are eligible to participate in the Token Sale. Token or NFT Sale will be conducted under provisions of the FanCentric Documents.
By participating in the Token or NFT Sale and/or holding and/or using FAN at any moment in time, the User confirms that he has read, understood, agreed, and accepts to be bound by these Terms and Conditions and relevant FanCentric Documents, which shall immediately be effective and binding on and between the User and the Company.
NFT SALE PARTICIPATION
All Users who have created a Personal account and successfully pass KYC checks are eligible to participate in the NFT Sale. NFT Sale will be conducted under provisions of the FanCentric Documents.
By participating in the NFT Sale and/or holding and/or using NFTS at any moment in time, the User confirms that he has read, understood, agreed, and accepts to be bound by these Terms and Conditions and relevant FanCentric Documents, which shall immediately be effective and binding on and between the User and the Company.
DELETING A PERSONAL ACCOUNT
A User can delete a Personal account at any time. These Terms and Conditions survive the termination of a Personal account. To delete Your Personal account send the relevant request to Our support team via firstname.lastname@example.org. After receiving such a request from Our support team, We will delete Your Personal account as soon as possible.
We will delete all of Your Personal account information, except for the minimum that is needed for complying with and the fulfillment of the accounting obligation to tax authorities as set by applicable laws. Please be advised that upon deleting a Personal account, data created within Your account and added accounts will be deleted immediately and permanently and will be not recoverable thereafter.
By using Our Website, You can follow different links to third-party websites, applications, or other products or services operated by other companies («Third-Party Services»). We do not endorse, monitor, or have any control over these Third-Party Services, which have separate Terms and Conditions, Privacy Policies, and Cookie Policies. We are not responsible for the content or Policies of Third-Party Services and You access such Third-Party Services at Your own risk.
You must not create accounts with the Website through unauthorized means, including, but not limited to, using an automated device, script, bot, spider, crawler, or scraper.
You shall refrain from any actions with the Website which in any respect:
are in breach of any law, statute, regulation, or by-law of any applicable jurisdiction;
are fraudulent, criminal, or unlawful;
are inaccurate or out-of-date;
are abusive, insulting, or threatening, or which promotes, depicts, or encourages violence, self-harm, suicide, racism, sexism, hatred, or bigotry;
contain expletives or language which could be deemed offensive or is likely to harass, upset, embarrass, alarm, or annoy any other person;
impersonate any other person or body or misrepresents a relationship with any person or body;
may infringe or breach the copyright or any intellectual property rights (including without limitation copyright, trademark rights, and broadcasting rights) or privacy or other rights of Us or any third party;
are contrary to Our interests;
are contrary to any specific rule or requirement that We stipulate on the Website;
involve the transmission of «junk» mail or «spam»;
contain any spyware, adware, viruses, corrupt files, worm programs, or other malicious code designed to interrupt, damage, or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers, or other equipment, Trojan horse, or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal data whether from FanCentric or otherwise.
These rules of conduct and a list of prohibited uses are not meant to be exhaustive. We reserve the right to determine what conduct We consider to be a violation of these Terms and Conditions or its improper performance and the appropriate action to take.
As a User, You agree that You are responsible for compliance with any applicable local laws that may apply to Your Use of Our Website.
If We ascertain or receive information from third parties or law enforcement officials of any of the above-listed prohibited uses or other unlawful uses on Your behalf, We may terminate Your access to the Personal account and Our Website due to Your breach of these Terms and Conditions. You agree to reimburse Us for any expenses or costs, including consequential damages We or anyone else may have or may incur as a result of such a breach or unlawful act.
To the maximum extent permitted under applicable law, FanCentric services, FanCentric materials, and any product, service, or other item provided by or on behalf of FanCentric are offered on an “as is” and “as available” basis, and FanCentric expressly disclaims, and You waive, any and all other warranties of any kind, whether express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from a course of performance, course of dealing or usage. Without limiting the foregoing, FanCentric does not represent or warrant that the Website, FanCentric services, or FanCentric materials are accurate, complete, reliable, current, error-free, or free of viruses or other harmful components. Except for the express statements, agreements, and rules set forth in this Agreement, You hereby acknowledge and agree that You have not relied upon any other statement or agreement, whether written or oral, with respect to Your use and access to FanCentric services. Without limiting the foregoing, You hereby understand and agree that FanCentric will not be liable for any losses or damages arising out of or relating to (a) any inaccuracy, defect, or omission of cryptocurrency price data, (b) any error or delay in the transmission of such data, (c) interruption in any such data, (d) any damages incurred by other users’ actions, omissions or violation of this Agreement, (e) any damage caused by illegal actions of other third parties or actions without authorized by FanCentric; and (f) other exemptions mentioned in disclaimers and Website rules issued by FanCentric.
The disclaimer of implied warranties contained herein may not apply if and to the extent it is prohibited by applicable law of the jurisdiction in which You reside.
Under any circumstances, FAN tokens and NFTS are not intended to constitute a digital currency, commodity, security, financial instrument, or any other form of investment in any jurisdiction. Any information in the FanCentric Documents shall not constitute a prospectus or offering and are not a solicitation for investment and do not constitute an offer of securities to the public or a collective investment scheme.
You understand and agree that to the extent that You are not a Prohibited User, it is solely up to You to ensure that, in the country where You are a citizen, national, resident or having a similar connecting factor or incorporated, registered, or effectively managed, no prior or subsequent approval, notification, registration or license is needed to participate in, acquire, hold and/or use FAN. You understand that the Company assumes no liability for any inconsistency on your part with the above.
You understand and agree that FAN carries no rights, whether express or implied, other than the right to use it for utility purposes as described in FanCentric documents. Under no circumstances shall FAN represent, constitute or confer any rights with respect to FanCentric and/or its affiliates.
You understand and agree that FanCentric shall not be liable for any speculative intention by You or from any third parties who attempt to hold FAN for any other reason.
The Website may not be available in all languages or all countries, and We make no representation that the functionality of the Website would be appropriate, accurate, or available for use in any particular location. The Website’s availability is subject to change.
Users are aware that any transactions on the Website may be subject to disruption due to technical malfunctions, defects, or problems by reason or in connection with the network provider as they are conducted through telecommunication and data networks.
You accept that FanCentric cannot guarantee the prompt delivery of any notifications or confirmations as they may be delayed or prevented by factors affecting the relevant service providers and other relevant parties. This disclaimer constitutes an essential part of these Terms and Conditions.
ASSUMPTION OF RISK
By using the Website, participating in the Token or NFT Sale, acquiring, using, and holding FAN or NFTS, You agree to accept the risks involved, including but not limited to the following:
Risk to lose Your FAN Tokens and NFTS
As a Wallet is necessary to acquire, hold and dispose of FAN or NFTS, there is a risk to lose FAN or NFTS due to loss of private key/s, custodial error, or User mistake. The User is solely responsible for setting up the Wallet with a third-party provider to hold FAN or NFTS and is responsible for implementing reasonable measures for securing the Wallet. Inappropriate security measures as for Wallet private key/s storage, protection from unauthorized access of any third party may result in the loss of the User’s Wallet together with all FAN or NFTS holding there. Additionally, the User’s failure to follow precisely the procedures set forth in the FanCentric documents for acquiring and receiving FAN or NFTS including but not limited to the provision of the wrong Wallet address for receiving FAN or NFTS may also result in the loss of its FAN or NFTS.
Risk of mining attacks
As with other cryptographic tokens based on the Ethereum protocol, (ERC20 tokens) FAN are susceptible to attacks by miners in the course of validating FAN transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to FanCentric and any FAN usability, including but not limited to, accurate execution and recording of transactions involving FanCentric.
Risk of hacking and security weakness
Hackers or other groups or organizations may attempt to interfere with FAN in a number of ways, including, but not limited to denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks, and any such similar events which could have an impact on FAN, the FanCentric and any services the Company may offer from time to time.
Risk of a security weakness in the smart contract
There is a risk that the smart contract as well as the Website or/and FAN may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of FAN. The source code of the Website could be updated, amended, altered, or modified from time to time. The Company is unable to foresee or guarantee the precise result of an update, amendment, alteration, or modification.
Risk of no listing or low/no liquidity
Even though there are currently online services available that enable the exchange of cryptographic tokens with other such tokens or even enable the exchange of cryptographic tokens for fiat money, there are no warranties and/or guarantees that FAN will be made available for exchange with other cryptographic tokens and/or fiat money, and no guarantees are given whatsoever with regard to the capacity and/or volume of such exchange/s. It shall be explicitly cautioned that such exchange, if any, might be subject to poorly-understood regulatory oversight, and the Company doesn´t give any warranties in regard to any exchange services providers. Users may be susceptible to fraud and disruptions affecting these exchanges.
Risks of an eventual unfavorable fluctuation of FAN value
In addition to the usual market forces, there are several potential events that could exacerbate the risk of unfavorable fluctuation in the value of FAN.
Risk of uninsured losses
Unlike bank accounts or accounts at some other financial institutions, FAN is uninsured unless the User specifically obtains private insurance to insure them. Thus, in the event of loss of FAN or loss of the FAN value, there is no public insurer to offer recourse to the User.
The risk associated with uncertain regulations
The regulatory status of tokens in general, initial token or coin offerings, and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory authorities may apply existing or future regulations with respect to such technology and its applications. Regulatory actions or changes to law and regulation could negatively impact FAN and FanCentric.co Platform in various ways. The Company may cease operations or interrupt the availability and/or use of the FAN tokens or NFTS in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable or no longer viable to obtain the necessary regulatory approval/s to operate in such jurisdiction.
Risk of insufficient interest in FAN and FanCentric.co Platform
It is possible that FAN and FanCentric.co Platform will no longer be used by a large number of individuals, companies, and other entities, or there will be limited interest in the use of FAN and FanCentric.co Platform. Such a lack of use or interest could negatively impact the development of FanCentric.co Platform and therefore the potential utility of FAN.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FANCENTRIC, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF FANCENTRIC SERVICES, MATERIALS, TOKEN OR NFT SALE, ANY PERFORMANCE OR NON-PERFORMANCE OF FANCENTRIC SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF FANCENTRIC AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF FANCENTRIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF FANCENTRIC’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to defend, indemnify, and hold Us harmless including Our officers, directors, employees, agents, subcontractors, licensors and suppliers, any of Our affiliated companies or organizations, and any successors, assigns, or licensees, from and against any claims, actions, or demands, damages, losses, liabilities, judgments, settlements, costs, or expenses (including attorneys’ fees and costs) arising directly or indirectly from or relating to:
the breach of these Terms and Conditions by You or anyone using Your Personal account;
any claim, loss, or damage experienced from Your use or attempted use of (or inability to use) the Website;
Your violation of any law or regulation; or
any other matter for which You are responsible under these Terms and Conditions or law. You agree that Your use of the Website shall comply with all applicable laws, regulations, and guidelines.
These Terms and Conditions are effective until terminated by either You or Us. Upon such termination, You will not be entitled to any refund. You may terminate these Terms and Conditions at any time, provided that You discontinue using Our Website and FAN or NFTS. If You violate these Terms and Conditions, Our permission for You to use the Website automatically terminates.
We, however, may, in Our sole discretion, terminate these Terms and Conditions and Your access to a Personal account, at any time and for any reason, without penalty or liability to You or any third party.
In the event of Your breach of these Terms and Conditions, these actions are in addition to and not in lieu or limitation of any other right or remedy that may be available to Us.
The following provisions survive the expiration or termination of these Terms and Conditions for any reason whatsoever: Disclaimer, Limitation of Liability, Indemnity, Choice of Law and Dispute Resolution, Entire Agreement, and Severability.
We are not obliged to fulfill any obligation towards the User if We are hindered to do so as a result of a circumstance that cannot be attributed to any fault, and for which We are not responsible by virtue of the law, a legal act, or generally accepted practice.
Force majeure in this document is understood to mean, in addition to what is understood in this respect by law and jurisprudence, all external causes, foreseen or unforeseen, over which We have no influence and as a result of which We are unable to fulfill Our obligations (hereinafter - the “Force Majeure”).
FanCentric has the right to invoke Force Majeure if the circumstances that prevent (further) performance of the Agreement occur after Our obligation should have been performed by Us.
We reserve the right to suspend Our obligations under this Agreement during the period that the Force Majeure lasts.
CHOICE OF LAW AND DISPUTE RESOLUTION
These Terms and Conditions and any non-contractual obligations arising out of or in connection with them shall be governed by, and construed in accordance with, the laws of Texas, excluding conflict of law provisions. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the American Arbitration Association (AAA) in accordance with the Arbitration Rules of the American Arbitration Association (AAA) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be in New York, NY. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.
If any of the provisions of these Terms and Conditions are held to be not enforceable by a court or other tribunal of competent jurisdiction, then such provisions shall be amended, limited, or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect.
NOTICES AND ELECTRONIC COMMUNICATION
Any notice or other communication under these Terms and Conditions shall be in writing and shall be considered given and received when sent by email, text messaging, or notifications. The language of the communication shall be English.
Notices relating to these Terms and Conditions may be sent to Us by email. Please submit any notices to Us relating to these Terms and Conditions via email at email@example.com.