Terms and Conditions

The following Terms and Conditions, together with any other terms incorporated by reference (the “Terms”) govern your (“you” or the “Purchaser”) purchase of Filmpass cryptographic tokens (“FILM TOKENS”) from Filmgrid (the “Company”). Purchaser and Company may be referred as Party or Parties in below.

The Terms describe the initial sale of FILM TOKENS (the “ICO”) as well as the rights and obligations arising from FILM TOKENS. Please read the Terms carefully before using the services described by the Company or making offers to purchase FILM TOKENS. By using the website of the Company used for the ICO or making offers to purchase FILM TOKENS, you acknowledge that you have read these Terms and you agree to be bound by them. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE OR MAKE OFFERS TO PURCHASE FILM TOKENS FROM THE COMPANY. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY AT project@filmgrid.space.

By purchasing FILM TOKENS, and to the extent permitted by law, you are agreeing not to hold any of the Company and its respective past, present and future employees, officers, directors, contractors, consultants, advisors, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Filmgrid Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of FILM TOKENS, including losses associated with the terms set forth below.

DO NOT PURCHASE FILM TOKENS IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING FILM TOKENS, YOU SHOULD CAREFULLY CONSIDER THE TERMS BELOW AND CONSULT AN APPROPRIATE TECHNICAL EXPERT, LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL.

PURCHASES OF FILM TOKENS SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC TOKENS, INCLUDING ETHEREUM TOKENS, AND BLOCKCHAIN BASED SOFTWARE SYSTEMS.

PURCHASERS SHOULD HAVE AN EXPERTISE AND EXPERIENCE WITH STORAGE AND TRANSMISSION MECHANISMS OF CRYPTOGRAPHIC TOKENS. THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF CRYPTOCURRENCY, ETHER, FILM TOKENS OR ANY OTHER FUNDS RESULTING FROM ACTIONS TAKEN OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE RELEVANT EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE FILM TOKENS. YOUR PARTICIPATION IN FILM TOKENS SALE IS DEEMED AS YOU ACKNOWLEDGMENT THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.

THE COMPANY RESERVES THE RIGHT TO CHANGE, MODIFY, ADD OR REMOVE THE PORTIONS OF THESE TERMS AT ANY TIME FOR ANY REASON. ALTHOUGH WE AIM AT INFORMING KNOWN USERS OF SUCH CHANGES, THIS MAY NOT BE POSSIBLE. THUS IT REMAINS AS YOUR OBLIGATION TO REVIEW THESE TERMS PERIODICALLY. ANY CHANGES SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING AT OUR WEBSITE.

PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL, FILM TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS:

1. GENERAL

1.1. FILM TOKENS is a cryptographic token to be issued by the Company. FILM TOKENS is based on Ethereum, and purchase and future handling of FILM TOKENS requires access to generally accepted storage and transmission systems of Ethereum.

1.2. FILM TOKENS is intended for testing and verifying the business model and its features as contemplated by the Company (as defined in the white paper (the “White Paper”) provided at https://filmgrid.space/ (the “Website”) as of the date the Purchaser acquires FILM TOKENS) and provide the Purchasers with early and preferential access to the products and services to be provided by the Company. To the extent they do not contradict these Terms, the rights connected to FILM TOKENS are subject to the limitations set out in the White Paper, but this should in no case create obligations for the Company in addition to the ones contained in these Terms.

1.3. FILM TOKENS can be held and used at the sole discretion of the holder to the extent this does not contradict these Terms. The Company aspires to achieve the milestones described in the White Paper. The Company makes no representations nor warrants that such milestones are achievable or will be achieved. If the Company achieves all or part of the aspirations described in White Paper, FILM TOKENS may become useable for its designed purposes, e.g. as a payment instrument to buy digital video content within the Filmgrid platform, assuming that the Company has obtained the required licenses in the token holder’s jurisdiction.

1.4. In respect of the tasks described in 1.3 above, the Company has only such obligations and duties as expressly described in these Terms. Other obligations and duties are excluded.

1.5. The Company is not an investment advisor, and does not give investment advice to you. FILM TOKEN is not a security.

2. CONDITIONS OF FILM TOKENS SALE

2.1. YOU MAY NOT MAKE AN OFFER OR ACQUIRE FILM TOKENS IF YOU ARE A CITIZEN, RESIDENT (TAX OR OTHERWISE) OR GREEN CARD HOLDER OF THE UNITED STATES OF AMERICA, PEOPLE’S REPUBLIC OF CHINA, THE REPUBLIC OF SINGAPORE OR ANY OTHER COUNTRY WHOSE LEGISLATION LIMITS OR FORBIDS THE OFFERING, SALE, ACQUISITION OF AND/OR OTHER TRANSACTIONS WITH FILM TOKENS, OR THE ENVISIONED ACTIVITIES OF COMPANY.

2.2. When you purchase, or otherwise receive, a FILM TOKEN, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the FILM TOKENS:

2.2.1. neither the Company nor any of the Filmgrid Team has provided you with any advice regarding whether FILM TOKEN is a suitable investment for you;

2.2.2. you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as Bitcoin and Ether, as well as blockchain-based software systems generally;

2.2.3. you are legally permitted to receive and hold and make use of FILM TOKENS in your and any other relevant jurisdiction;

2.2.4. you will supply us with all information, documentation or copy documentation that we require in order to allow us to accept your purchase of FILM TOKENS and allocate FILM TOKENS to you;

2.2.5. you have not supplied us with information relating to your acquisition of FILM TOKENS or otherwise which is inaccurate or misleading;

2.2.6. you will provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligation;

2.2.7. the information supplied upon registration will be used to create the user account within the Filmgrid platform, and it cannot be altered;

2.2.8. you will comply with our KYC policy as made available on the White Paper depending on the user level of participation and as amended from time to time at our discretion;

2.2.9. you are of a sufficient age to legally obtain FILM TOKENS, and you are not aware of any other legal reason to prevent you from obtaining FILM TOKENS;

2.2.10. you take sole responsibility for any restrictions and risks associated with receiving and holding FILM TOKENS, including but not limited to these set out in Annex A;

2.2.11. by acquiring FILM TOKENS, you are not making a regulated investment, as this term may be interpreted by the regulator in your jurisdiction;

2.2.12. you are not obtaining or using FILM TOKENS for any illegal purpose, and will not use FILM TOKENS for any illegal purpose;

2.2.13. you waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of FILM TOKENS;

2.2.14. your acquisition of FILM TOKENS does not involve purchase or receipt of shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;

2.2.15. to the extent permitted by law and provided we act in good faith, the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of the Company, FILM TOKENS, the Ethereum network and/or achieving any of the aspirations set forth in the White Paper;

2.2.16. you accept that FILM TOKENS is created and you obtain FILM TOKENS on an “as is” and “under development” basis. Therefore, provided the Company acts in good faith, you accept that the Company is providing FILM TOKENS without being able to provide any warranties in relation to FILM TOKENS, including, but not limited to, title, merchantability or fitness for a particular purpose; you accept that you bear sole responsibility for determining if (i) the acquisition, the allocation, use or ownership of FILM TOKENS, (ii) the potential appreciation or depreciation in the value of FILM TOKENS over time, if any, (iii) the sale and purchase of FILM TOKENS, and/or (iv) any other action or transaction related to FILM TOKENS has tax implications. You are solely responsible for performing any and all obligations related to relevant tax implications, including, among other, declaring and paying applicable taxes.

3. STRUCTURE OF THE ICO

3.1. The maximum total amount of FILM TOKENS to be issued by the Company is 1,000,000,000.

3.2. In the course of this ICO 80 % of the maximum total amount of FILM TOKENS is offered for sale (up to 800,000,000). The FILM TOKENS are expected to be distributed as follows:

3.2.1. 2% of the total amount of FILM TOKENS are offered during the Token Private Sale Period;

3.2.2. 6% of the total amount of FILM TOKENS are distributed during the Token Presale Period;

3.2.3. 32% of the total amount of FILM TOKENS are distributed during the Token Sale Phase I Period;

3.2.4. 40% of the total amount of FILM TOKENS are distributed during the Token Sale Phase II Period;

3.2.5 15% of the total amount of FILM TOKENS are distributed to the founders of the Company;

3.2.6 5% of the total amount of FILM TOKENS are used to finance the costs of ICO (bounties, advisors, etc).

3.3. The minimum purchase quantity is 1 ETH worth of FILM TOKENS during the Token Private Sale, 0.1 ETH worth of FILM TOKENS during the Token Presale Period and 0.01 ETH worth of FILM TOKENS during the Token Sale Phase I Period.

3.4. The following limits apply on quantity of FILM TOKENS offered for purchase during the ICO:

3.4.1. FILM TOKENS worth up to 2,000 ETH are offered for purchase during the Token Private Sale Period;

3.4.2. FILM TOKENS worth up to 10,571 ETH are offered for purchase during the Total Private Sale Period and Token Presale Period (the “Soft Cap”)

3.4.3. FILM TOKENS worth up to 117,238,000 ETH are offered for purchase during the Total Private Sale Period, Token Presale Period and Token Sale Phase I Period (the “Hard Cap”).

3.4.4. The FILM TOKENS offered for purchase during the Token Sale Phase II do not have a maximum cap due to its dynamic sale method specified in the White Paper.

3.5. The maximum purchase quantity is 100 ETH worth of FILM TOKENS during the Token Private Sale, 50 ETH worth of FILM TOKENS during the Token Presale Period and 10 ETH worth of FILM TOKENS during the Token Sale Phase I Period.

3.6. The FILM TOKENS are minted before the ICO and provided to the Purchasers after the purchase is concluded.

3.7. Any FILM TOKENS offered for purchase to the Purchasers which remain non purchased at the end of the ICO, shall not be destroyed and the total number of FILM TOKENS stipulated in clause 3.1 above shall remain.

3.8. Purchaser must have an Ethereum wallet that supports the ERC-20 token standard in order to receive any FILM TOKENS purchased from the Company. FILM TOKENS will be listed only on the built-in crypto exchange within the Filmgrid platform, whereas the exact time of the listing remains at the sole discretion of the Company.

3.9. FILM TOKENS purchased or distributed in the course of the ICO may not be sold or otherwise transferred for a period of 12 months from the end of the ICO. The Company may implement measures to enforce this ban, and any FILM TOKEN transferred in breach of this rule may be destroyed by the Company without further notice.

3.10. The Company warrants that neither it nor its shareholders will acquire FILM TOKENS during the ICO, except for allocations under clause 3.2 above. Furthermore, the Company warrants that neither it nor its shareholders will purchase FILM TOKENS from any third party during the Token Private Sale, Presale Period, Token Sale Phase I Period and Token Sale Phase II Period (as defined in clause 5.1).

4. PRICE OF FILM TOKENS

4.1. During the ICO, FILM TOKENS will be allocated in exchange for Ether. The value of payments in fiat currencies or in cryptocurrencies other than Ether, shall be calculated by the Purchaser at the time of purchase evaluation, and does not represent an offer by the Company; it is the Purchaser obligation to exchange fiat currencies or cryptocurrencies other than Ether by its own means in order to be able to participate in the Token Private Sale, Token Presale, Token Sale Phase I and Phase II.

4.2. The Purchasers will be entitled to certain prices for the purchase of FILM TOKENS made by the Purchaser (see clause 4.3). The prices shall be attributed to the relevant Purchasers according to the Token Sale Period the Purchaser is participating in.

4.3. The price for FILM TOKENS according to the sale period is as follows:

4.3.1. Token Private Sale. 1 ETH = 10,000 FILM TOKENS.

4.3.2. Token Presale. 1 ETH = 7,000 FILM TOKENS.

4.3.3. Token Sale Phase I. 1 ETH = 3,000 FILM TOKENS.

4.3.4. Token Sale Phase II. The price is dynamic, specified in detail in the White Paper.

4.4. Every Purchaser may register a unique wallet address, where purchased FILM TOKENS will be allocated after the purchase concludes.

5. TIMING OF FILM TOKENS SALE

5.1. The various phases of the ICO are the following:

5.1.1. the Token Private Sale Period starts on April 7th, 2019 (Sunday) at 00:00:00 AM GMT.

5.1.2. the Token Private Sale Period ends on either (a) April 30th, 2019 at 11:59:59 PM GMT or (b) at the moment when the FILM TOKENS amount of 20,000,000 is covered with valid purchase orders.

5.1.3. the Token Presale Period starts on May 1st, 2019 (Wednesday) at 00:00:00 AM GMT.

5.1.4. the Token Presale Period ends on either (a) May 31st, 2019 at 11:59:59 PM GMT or (b) at the moment when the FILM TOKENS amount of 60,000,000 is covered with valid purchase orders.

5.1.5. the Token Sale Phase I Period starts on June 1st, 2019 (Saturday) at 00:00:00 AM GMT.

5.1.6. the Token Sale Phase I Period ends on either (a) June 30th, 2019 at 11:59:59 PM GMT or (b) at the moment when the FILM TOKENS amount of 320,000,000 is covered with valid purchase orders.

5.1.7. the Token Sale Phase II Period starts on August 1st, 2019 (Thursday) at 00:00:00 AM GMT.

5.1.8. the Token Sale Phase I Period ends after 400 windows of time of 23 hours each has passed after starting the period (approximately 380 days).

5.2. The Company shall publish the total number of FILM TOKENS currently covered with purchase orders and the distribution of all FILM TOKENS between the participating Ethereum accounts. The Company will update this information at least once a calendar day.

5.3. The FILM TOKENS purchase conditions may differ during the various phases of the sales period. Only purchase requests that are received by the Company during the relevant period and accepted by the Company under these Terms, entitle the Purchaser to relevant benefits arising from the relevant purchase order.

5.4. The Company reserves the right to change the dates defined in clause 5.1 above or extend the sale duration for any reason, including any commercial, security, regulatory or procedural reason or issue.

5.5. England time (UTC/GMT) shall apply to any dates and deadlines stipulated in these Terms.

6. PURCHASE OF THE FILM TOKENS

6.1. During the ICO, the Purchaser can acquire FILM TOKENS via the Website according to the procedure thereunder. In order to complete the purchase of FILM TOKENS, the Purchaser must comply with the Company’s KYC procedures as required by the Company.

6.2. In order to purchase FILM TOKENS during the ICO, the Purchaser:

6.2.1. creates a personal account on the Website;

6.2.2. specifies the method for making the payment for acquiring FILM TOKENS;

6.2.3. makes the payment for acquiring FILM TOKENS according to the instructions on the Website and these Terms. In case of non-compliance with the instructions and the Terms, the Company may either (a) return the payment to the Purchaser in the currency of the original payment after deducting relevant costs and charges the Company has incurred in connection with processing such payment (in which case no FILM TOKENS will be allocated to the Purchaser), or (b) require additional information from the Purchaser.

6.3. Making a payment for acquiring FILM TOKENS in accordance with clause 6.2.3 is considered an irrevocable, unconditional and binding purchase order for acquiring FILM TOKENS for the Purchaser.

6.4. The Purchaser is aware that due to processing time of payments in the Ethereum Network, the allocation of FILM TOKENS (in the amount calculated in accordance with clause 4.3) to the wallet address provided by each Purchaser may fluctuate. The Company shall process all purchase orders received in the course of the ICO automatically through the ICO Smart Contract.

6.5. The exact quantity of the FILM TOKENS allocated to the Purchaser depends on the exact Ether received by the Company from the Purchaser for relevant FILM TOKENS.

6.6. The Purchaser is entitled to allocation of the FILM TOKENS subject to compliance with the Company’s Know Your Customer Policy. The Company may require additional information from the Purchaser for Know Your Customer Policy purposes. Non-compliance with the said policy results in consequences stipulated in the same policy.

6.7. FILM TOKENS will not be listed on crypto exchanges before the Token Sale Period ends.

7. SPECIAL WITHDRAWAL RIGHT FOR CONSUMERS

7.1. The agreement on purchase on FILM TOKENS is deemed to be concluded upon and on the date the Purchaser instructs the payment stipulated in clause 6.2.3. (“Agreement Date”).

7.2. The Company aims at not offering FILM TOKENS to Purchasers that may fail to comply with the Company’s KYC procedures. Nevertheless should such Purchaser purchase FILM TOKENS, then such Purchaser may cancel the purchase of FILM TOKENS within 14 days from the Agreement Date with an e-mail notice on cancellation to the Company without providing any reasons. The notice must be sent to the e-mail address kyc@filmgrid.space.

7.3. If the Purchaser has the right stipulated in clause 7.2 and chooses to exercise that right:

7.3.1. the Company shall refund to the Purchaser within 30 days from cancellation the payment made under the clause 6.2.3. in the currency of the original payment after deducting costs and charges the Company has incurred in connection with processing such payment (to the extent such deductions are allowed by the applicable law); and

7.3.2. purchased FILM TOKENS shall be returned at the time of the refund as a exchange via a Smart Contract.

7.4 In the event the Purchaser provides satisfactory the requested information in the Company’s KYC procedures, and fail the anti-money laundering screening, the FILM TOKENS allocated in the Purchasers registered Ethereum Account will be reported accordingly to the applicable authorities.

8. RIGHTS ARISING FROM THE FILM TOKENS

8.1. The Company aims at keeping the holders of FILM TOKENS informed of its developments and activities. The holders of FILM TOKENS may receive preferential or exclusive treatment in the following offerings the Company may start to offer, but the Company makes no legal representations or promises in this respect.

8.2. The Company make public an official, regular and updated report on the status, financial situation and product development status of the Company. Through this report, you can track and confirm that the Company maintains a legal standing and progresses with the product development process as described in the White Paper (as updated in the course of the product development).

8.3. Irrespective of the above, the Purchasers are not regarded as shareholders, bondholders of anything similar and thus have no legal or financial expectation of influence over governance of the Company.

9. NO INVESTMENT ADVICE, NO TAX ADVICE

9.1. Although the Company has taken reasonable steps to ensure the integrity and accuracy of information communicated, the Company nor any of its agents owe any duty of care to you, nor make any express or implied representation or warranty, and no responsibility or liability is accepted by any of them with respect to the adequacy, accuracy, completeness or reasonableness of the facts, opinions, estimates, forecasts, projections or other information in the White Paper or any further information, written or oral notice, or other document at any time provided in connection with FILM TOKENS, Filmgrid Platform or any other aspect of the activities of the Company. Nothing shall be relied upon as a promise or representation regarding any historic or current position or future events. The opinions, descriptions, plans and intentions expressed by the Company are those held by the authors at the date of the relevant communication and may be subject to change.

9.2. Any materials and information published by the Company, inter alia the White Paper, are intended for informational purposes only. It may not be considered investment advice, investment research, recommendation, solicitation of any kind or an endorsement, nor will it form a part of any investment decision or any other decision regarding FILM TOKENS. You are solely responsible for determining whether acquisition of FILM TOKENS is appropriate or suitable for you based on your investment objectives and financial situation. Any decisions or actions taken on the basis of information presented by the Company, inter alia in the White Paper, the Website or other content is done at your own risk and discretion.

9.3. There is no guarantee that the Company will be successful. Similarly, there is no guarantee that the value of FILM TOKENS will rise, even in case of the Company’s success. You should bear in mind that the value of FILM TOKENS can go up as well as down. You are advised to thoroughly assess the risks and uncertainties involved before making any decisions. No promises in terms of FILM TOKENS value or future performance are made.

9.4. The Purchaser bears the sole responsibility to determine if the purchase of FILM TOKENS or the potential appreciation or depreciation in the value of FILM TOKENS over time has tax implications for the Purchaser in the Purchaser’s home jurisdiction. By purchasing FILM TOKENS, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company or the Filmgrid Team liable for any tax liability associated with or arising from the purchase of FILM TOKENS.

10. EXCLUSION OF LIABILITY

10.1. The Company intends to operate in a highly regulated business area which requires a number of licenses and authorizations. The Company might not succeed in obtaining any or all of the necessary licenses and may therefore have to change its business plan. The Company disclaims all liability and responsibility to the maximum extent of the law for any statement or informative material communicated.

10.2. The sale of FILM TOKENS is not registered or otherwise approved by any regulatory authority in any jurisdiction. The White Paper does not constitute an offer to sell or a solicitation of an offer to acquire FILM TOKENS in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements, or undue burden, on the Company. Among other, FILM TOKENS may not at any time be offered, sold, pledged or otherwise transferred or delivered, directly or indirectly, within the People’s Republic of China, the Republic of Singapore, the United States of America, or to, or for the account or benefit of, US Persons (as defined in Regulation S under the US Securities Act). FILM TOKENS are being offered and sold solely outside the United States to non-US Persons.

10.3. In addition to other considerations and limitations, FILM TOKENS are only suitable for individuals and entities (i) who have significant experience with and understanding of the usage and intricacies of cryptographic tokens, (ii) who understand and are willing to assume the potential risk of loss and who understand that there may be limited liquidity and/or usage for FILM TOKENS; and (iii) who understand and are willing to assume the risks involved.

10.4. These Terms are subject to copyright with all rights reserved. They may not be published, distributed or transmitted by any other person by any means or media, directly or indirectly, in whole or in part.

11. DISCLAIMER OF WARRANTIES

THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING FILM TOKENS AT THE PURCHASER’S SOLE RISK AND THAT FILM TOKENS IS PROVIDED ON AN “AS IS” AND “UNDER DEVELOPMENT” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW).

12. LIMITATIONS AND WAIVER OF LIABILITY

THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO USE, FILM TOKENS OR (ii) THE FILMGRID TEAM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NOT THE COMPANY OR NONE OF THE FILMGRID TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, FILM TOKENS, OR ARISING OUT OF ANY INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO FILM TOKENS. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE COMPANY OR FILMGRID TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF FILM TOKENS, AND THAT THE RISK OF PURCHASING AND USING FILM TOKENS RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ANY OF THE FILMGRID TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAS PAID TO THE COMPANY FOR THE PURCHASE OF FILM TOKENS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS CLAUSE AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR FRAUD OF THE COMPANY OR THE FILMGRID TEAM.

13. COMPLETE AGREEMENT

These Terms (together with the Privacy Policy and Know Your Customer Policy referred herein) set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of FILM TOKENS. For facts relating to the sale and purchase, the Purchaser agrees to rely only on these Terms in determining purchase decisions and understands that the Terms govern the sale of FILM TOKENS and supersede any public statements about the FILM TOKENS sale made by third parties or by the Company or the Filmgrid Team or individuals associated with any of the Filmgrid Team, past and present and during the FILM TOKENS sale.

14. SEVERABILITY

The Purchaser and the Company agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

15. NO WAIVER

The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the Filmgrid Team shall be deemed a modification of these Terms nor be legally binding.

16. UPDATES AND CHANGES TO THE TERMS

The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing FILM TOKENS. The relationship between the Company and the Purchaser is regulated by the version of the Terms in effect at the time of deciding on relevant right or obligation.

17. COOPERATION WITH LEGAL AUTHORITIES

The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing FILM TOKENS. The relationship between the Company and the Purchaser is regulated by the version of the Terms in effect at the time of deciding on relevant right or obligation.

17. COOPERATION WITH LEGAL AUTHORITIES

The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.

18. INDEMNIFICATION

To the fullest extent permitted by applicable law, the Purchasers will indemnify, defend and hold harmless the Company and Filmgrid Team from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of FILM TOKENS; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.

19. SECURITY

You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold FILM TOKENS purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.

20. FORCE MAJEURE

The Company or the Filmgrid Team shall not be held responsible for non-compliance with these Terms, if the non-compliance is caused by a Force Majeure event which separately of in combination with other similar risks is beyond the reasonable control of the Company.

21. APPLICABLE LAW AND DISPUTES

The ICO as well as any other rights and obligations arising from FILM TOKENS are governed by the laws of the United Mexican States.

The Company, any reader of this document and any person who intends to or has acquired FILM TOKENS shall make good faith efforts to amicably resolve any dispute, controversy or claim between them relating to FILM TOKENS and their respective rights and obligations hereunder.

In case a settlement is not reached between the parties, the dispute shall be resolved in accordance with applicable legislation of the United Mexican States regulations.

22. PRIVACY

The Privacy Policy available on the Website is part of these Terms, and any interaction by the Company with its community and Purchasers and vice versa shall comply with that policy.

23. LANGUAGE

Currently, only English versions of any communications with the Company is considered official. The English version shall prevail in case of differences in translation.

ANNEX A

FILM TOKENS RISKS

By purchasing, owning, and using FILM TOKENS, you expressly acknowledge and assume the following risks:

1. Risk​ ​of​ ​Losing​ ​Access​ ​to​ FILM TOKENS ​Due​ ​to​ ​Loss​ ​of​ ​Private​ ​Key(s),​ ​Custodial​ ​Error​ ​or​ ​Purchaser Error

A private key, or a combination of private keys, is necessary to control and dispose of FILM TOKENS stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing FILM TOKENS will result in loss of such FILM TOKENS. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your FILM TOKENS. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store FILM TOKENS in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your FILM TOKENS. Additionally, your failure to follow precisely the procedures set forth in for buying and receiving FILM TOKENS, including, for instance, if you provide the wrong address for the receiving FILM TOKENS, or provides an address that is not ERC-20 compatible, may result in the loss of your FILM TOKENS.

2. Risks Associated​ ​with​ ​the​ ​Ethereum​ ​Protocol

Because FILM TOKENS is based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the platform or FILM TOKENS. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to FILM TOKENS and the platform, including the utility of FILM TOKENS for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.

3. Risk​ ​of​ ​Mining​ ​Attacks

As with other decentralized cryptographic tokens based on the Ethereum protocol, FILM TOKENS are susceptible to attacks by miners in the course of validating FILM TOKENS 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 the platform and FILM TOKENS, including, but not limited to, accurate execution and recording of transactions involving FILM TOKENS.

4. Risk​ ​of​ ​Hacking​ ​and​ ​Security​ ​Weaknesses

Hackers or other malicious groups or organizations may attempt to interfere with the platform or FILM TOKENS in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the platform is based on open-source software, there is a risk that a third party or a member of the Filmgrid Team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the platform, which could negatively affect the platform and FILM TOKENS, including the utility of FILM TOKENS for obtaining the Company’s services.

5. Risks​ ​Associated​ ​with​ transferring FILM TOKENS before platform launching.

The purchased FILM TOKENS are associated to the user account within the Filmgrid platform, transferring them to a different address other than the specified during user registration before the launching of the Filmgrid platform, could represent the loose of such FILM TOKENS.

6. Risk​ ​of​ ​Uninsured​ ​Losses

Unlike bank accounts or accounts at some other financial institutions, FILM TOKENS are uninsured, unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Company, to offer recourse to you.

7. Risks​ ​Associated​ ​with​ ​Uncertain​ ​Regulations​ ​and​ ​Enforcement​ ​Actions

The regulatory status of FILM TOKENS and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Filmgrid platform and FILM TOKENS. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the platform and FILM TOKENS. Regulatory actions could negatively impact the platform and FILM TOKENS in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of FILM TOKENS constitutes unlawful activity or that FILM TOKENS are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.

8. Risks​ ​Arising​ ​from​ ​Taxation

The tax characterization of FILM TOKENS is uncertain. You must seek your own tax advice in connection with purchasing FILM TOKENS, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.

9. Risk​ ​of​ ​Competing​ ​Platforms

It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the platform and attempt to facilitate services that are materially similar to the Company’s services.

10. Risks​ ​Arising​ ​from​ ​Lack​ ​of​ ​Governance​ ​Rights

Because FILM TOKENS confer no governance rights of any kind with respect to the Filmgrid platform or the Company, all decisions involving the Company’s products or services within the platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the platform and the utility of any FILM TOKENS you own, including their utility for obtaining the Company’s services.

11. Unanticipated​ ​Risks

Cryptographic tokens such as FILM TOKENS are a new and untested technology. In addition to the risks included in this Annex A of these Terms, there are other risks associated with your purchase, possession and use of FILM TOKENS, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A of these Terms.

12. Further Information

For further information regarding the FILM TOKENS sale, please contact project@filmgrid.space.