Terms and Conditions of chiliz
Definition and Interpretation
chiliz ($CHZ): a utility cryptographic decentralized token based on the Ethereum protocol (ERC20 token) designed for direct utility within the Socios.com Platform.
chiliz Project - the issuance of the chiliz tokens by the Company powering the Socios.com Platform.
Socios.com Platform: a platform that an affiliate entity of the Company is developing which will operate on the basis of blockchain technology and smart contracts for the purpose of offering a tokenized voting platform where fans can buy, sell and execute voting rights in their sports teams and benefit from extra VIP benefits. The Socios.com Platform falls outside the scope of these Terms and/or chiliz Documents and/or Website – they are mentioned herein by way of reference only and are strictly not regulated by these Terms.
Company: HX Entertainment Limited, a Company existing under the Laws of Malta with Company Registration no. C77290 and having its registered office at 14 East, Level 7, Triq Tas-Sliema, Gzira, GZR 1639, Malta.
Private Placement: the offer, made by the Company, through a private reward based fundraising event, to accept contributions towards the chiliz Project, which contributions will be rewarded with an allocation of a determinate amount of chiliz to participants according to the terms of the chiliz Documents, to the extent applicable.
Private Placement Launch Date: the first day when the Private Placement was launched, namely 15th of March 2018.
GDPR: General Data Protection Regulation (Regulation (EU) 2016/679 of 27 April 2016) on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (Data Protection Directive).
Participant: any person (natural or juridical), who has contributed and/or participated in the Private Placement and/or who intends to hold and/or use chiliz on the Socios.com Platform or otherwise.
Prohibited Participant: (i) a natural person wishing to become a Participant and being a citizen, national, resident or having a similar connecting factor to; or (ii) a juridical person wishing to become a Participant and being incorporated, registered or effectively managed and controlled from or in: a country, jurisdiction or territory where the holding and use of chiliz 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 U.S.A., 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.
Terms: the present terms and conditions governing the acquisition, holding or use of chiliz at any moment in time, as stated herein, which may be updated from time to time and to the extent not covered by other chiliz Documents.
Wallet: a private key, or a combination of private keys linked to an Ethereum-based digital wallet having a unique address and capable of accepting ERC20 tokens including chiliz and which is necessary to acquire, hold and dispose of chiliz.
Website: shall include any of the websites linked to the domain www.chiliz.com and all subdomain/s of such website/s or any other website/s as indicated by the Company from time to time.
White Paper: the indicative document prepared and issued by the Company, for the purpose of explaining the use of chiliz, the Socios.com Platform and the chiliz Project.
The reference to the terms “country”, “jurisdiction” and “territory” may be used interchangeably within the Terms and Conditions and shall have the same meaning and shall also be taken to include any determinate geographic location to the extent applicable in the Terms and Conditions.
The reference to the term “holding” used within the Terms and Conditions with respect to the holding of chiliz shall be construed to include holding in any manner including but not limited to ‘ownership’ and ‘possession’, whether in the Participant’s own name or on behalf of others.
The term “use” with respect to the use of chiliz shall be construed to include ‘trade’, ‘barter’, ‘exchange’ or ‘utilizing’ of chiliz in any other manner, whether in the Participant’s own name or on behalf of others.
The term “Wallet” shall be construed to include ‘digital vault’ or other storage mechanism and these terms may be used interchangeably within the Terms.
The terms “you” “your” “he”, “contributor” and “participant” may be used interchangeably within the Terms and shall have the same meaning as the definition of Participant above.
The headings in the Terms are inserted for convenience only and shall not affect its construction.
Where the context so requires, the use of the masculine gender shall include the feminine and/or neutral genders and the singular shall include the plural, and vice versa.
Salient Points of chiliz
You understand that, after the date of the Acceptance of these Terms, if there are any regulatory actions, or changes to law or regulations imposed which are applicable in relation to Participation to the Private Placement the acquisition of chiliz tokens, and/or the holding and use of chiliz and/or virtual currencies or other tokens: (a) these Terms or any other chiliz documents may be changed significantly by the Company to ensure compliance with such regulatory requirements and (b) the Company retains the right to do all that is necessary to be in compliance with such regulatory requirements, including but not limited to ceasing operations (if necessary).
YOU UNDERSTAND AND AGREE THAT TO THE EXTENT THAT YOU ARE NOT A PROHIBITED PARTICIPANT, IT IS SOLELY UP TO YOU TO ENSURE THAT NO PRIOR OR SUBSEQUENT APPROVAL, NOTIFICATION, REGISTRATION OR LICENCE IS NEEDED TO PARTICIPATE IN, ACQUIRE, HOLD AND/OR USE CHILIZ.IF SUCH IS NEEDED, IT IS SOLELY UP TO YOU TO OBTAIN SUCH PRIOR OR SUBSEQUENT APPROVAL, NOTIFICATION, REGISTRATION OR LICENCE OR ANY OTHER FORM FOR THE PARTICIPATION IN, ACQUISITION, HOLDING AND/OR USE OF CHILIZ . AND ALL OF THIS IN THE COUNTRY WHERE YOU ARE A CITIZEN, NATIONAL, RESIDENT OR HAVING A SIMILAR CONNECTING FACTOR, OR INCORPROPATED, REGISTERED OR EFFECTIVELY MANAGED, AND YOU UNDERSTAND THAT THE COMPANY SHALL NOT IN ANY WAY BE LIABLE FOR ANY NON-CONFORMITY OF THE ABOVE BY YOU.
YOU UNDERSTAND AND AGREE THAT CHILIZ CARRY NO RIGHTS, WHETHER EXPRESS OR IMPLIED, OTHER THAN THE RIGHT TO USE CHILIZ ON THE Socios.com PLATFORM AND DOES NOT REPRESENT OR CONFER ANY OWNERSHIP RIGHT OR STAKE, SHARE OR SECURITY OR EQUIVALENT RIGHTS, INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER FORM OF PARTICPATION RELATING TO THE COMPANY. CHILIZ DO NOT GIVE YOU ANY ENTITLEMENT TO ACQUIRE ANY SUCH INTEREST OR ENTITLEMENT IN RESPECT OF THE COMPANY.
YOU UNDERSTAND AND AGREE THAT THE COMPANY SHALL NOT BE HELD LIABLE FOR ANY SPECULATIVE INTENTION BY YOU OR FROM ANY THIRD PARTIES WHO ATTEMPT TO HOLD CHILIZ FOR ANY OTHER REASON.
The Company is the issuer of chiliz but is not the owner and/or operator of the Socios.com Platform. The Socios.com Platform falls outside the scope of these Terms – they are mentioned in these Terms and other chiliz Documents by way of reference only and are strictly not subject to these Terms. Further information on chiliz may be found in the chiliz Documents as updated by the Company from time to time or in any other way.
The Participant and the Company shall each hereinafter be referred to as the “Party” and collectively as the “Parties”.
Acceptance of Terms
The Participant understands and agrees that the Terms can be changed for any other reason by the Company (as noted elsewhere in these Terms) and it is up to the Participant to ensure that he is aware of the latest terms as available on the Website or via any other means.
The Participant hereby represents and warrants that, to the extent permitted by law, he is authorised to participate in the Private Placement, to acquire, to hold and/or use chiliz in his country, that he is of a legal age to be bound by these Terms and that he has all necessary power and authority to enter into the Terms.
The Participant hereby further represents and warrants that he understands the usage and intricacies of cryptographic tokens, smart contract functionality, token storage mechanisms (including wallets) and has sufficient understanding of technical, financial and business matters, and he appreciates and assumes the risks and implications of holding and using similar tokens.
The following is a non-exhaustive disclosure of principal risk factors which are considered to be material by the Company in connection with the Private Placement, and the acquisition, holding and/or use of chiliz as well as the use of the Socios.com Platform at any moment in time. Participants should consider these risk factors alongside all other information provided in the Terms and are advised to consult with their own professional advisers (including their financial, accounting, legal, tax, technical or other advisers and experts) before deciding to obtain chiliz. In addition, Participants should be aware that the risks described herein may combine and thus intensify one another.
The Company believes that the following risk factors may even affect its own business, as well as the external valuation of chiliz (which external valuation is beyond the scope and purpose of the reason behind the Socios.com Platform and the Company’s business). Most of these risk factors are contingencies which may or may not occur and the Company is not in a position to predict the likelihood of such contingency occurring.
The Participant hereby understands and agrees that chiliz are merely pre-payment tokens to gain access to the team crowd managment environment through the application of scalable, blockchain based team voice slots available on the Socios.com Platform. As noted elsewhere in the Terms, chiliz are not being structured or sold as a digital currency, commodity, security, financial instrument or any other form of investment in any jurisdiction. Accordingly, none of the information presented in the chiliz Documents is intended to form the basis for any investment decision, and no specific recommendations are intended.
By acquiring, holding and using chiliz, the Participant expressly acknowledges and assumes the following risks:
General Suitability of token acquisition
The acquisition of chiliz from the Company is only suitable for financially sophisticated persons who are capable of evaluating the merits and risks of such an acquisition, or other persons who have been professionally advised with regard to token acquisition and who have sufficient financial resources to be able to bear any losses that may arise therefrom (which may be equal to the whole amount spent in connection with the token acquisition). Such an acquisition should not be seen as an investment or a financial asset.
Risk of losing access to chiliz due to loss of Private key/s, Custodial Error or Participant Error
A Wallet is necessary to acquire, hold and dispose of chiliz. The Participant hereby understands that he is responsible for setting up the Wallet with a third-party provider to hold chiliz and he is responsible for implementing reasonable measures for securing the Wallet. Accordingly, loss of requisite private key/s associated with the Wallet holding chiliz will result in loss of such chiliz and any other cryptocurrencies and/or tokens held within. Moreover, any third party that gains access to such private key/s, including by gaining access to login credentials of the Wallet that the Participant uses, may be able to misappropriate the Participant’s chiliz. Any errors or malfunctions caused by or otherwise related to the Wallet that the Participant chooses to receive and hold chiliz including the Participant’s own failure to properly maintain or use such wallet or caused as a result of the choice of third party provider for the Wallet, may also result in the loss of chiliz. Additionally, the Participant’s failure to follow precisely the procedures set forth in the Terms for acquiring and receiving chiliz including but not limited to, the provision of the wrong Wallet address for receiving chiliz may also result in the loss of his chiliz.
Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Ethereum protocol, (ERC20 tokens) chiliz are susceptible to attacks by miners in the course of validating chiliz 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 Socios.com Platform and/or chiliz, including but not limited to, accurate execution and recording of transactions involving chiliz.
Risk of Hacking and Security weakness
Hackers or other groups or organisations may attempt to interfere with chiliz 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 chiliz, the Socios.com Platform and any services the Company may offer from time to time.
Risk of Security weakness in the Smart Contract, Website and chiliz Source Code or any associates software and/or Infrastructure
There is a risk that the Smart Contract, Website, the Socios.com Platform and chiliz may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of chiliz; the source code of the Website is open and 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. As a result, any update, amendment, alteration or modification could lead to an unexpected or unintended outcome that adversely affects chiliz and/or the Website. As a result, chiliz may be lost.
Risk of no Listing or low/no Liquidity
Even though there are currently online services available which enable 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 chiliz 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 does not give any warranties in regard to any exchange services providers. Users including the Participant, if applicable, might be exposed to fraud and failure affecting those exchanges.
Risks of an eventual unfavourable fluctuation of ETH or chiliz’ value
The Socios.com Platform is intended to be financially self-sufficient and self-financing after the Private Placement and the Company commits to have no specific interest in the market value of chiliz. Nevertheless, if the value of BTC, ETH and/or chiliz fluctuates, the Company may not be able to fund development to the extent necessary, or may not be able to develop or maintain the Socios.com Platform in the manner that it intended. In addition to the usual market forces, there are several potential events which could exacerbate the risk of unfavourable fluctuation in the value of ETH or chiliz including another DAO-like attack on the Ethereum network, or significant security incidents or market irregularities at one or more of the major cryptocurrency exchanges.
Risk of Malfunction in the Ethereum Network or any other Blockchain and of Competing Platforms
It is possible that chiliz are interacting with malfunctions in an unfavourable way, including but not limited to one that results in the loss of chiliz or prevent their use on the Socios.com Platform. It is possible that alternative platforms could be established that utilise the same open source code and protocol underlying the Socios.com Platform and attempt to facilitate services that are materially similar to the Socios.com Platform. The Socios.com Platform may compete with these alternatives, which could negatively impact the Socios.com Platform, including the utility of chiliz for use on the Socios.com Platform.
Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, chiliz are uninsured unless the Participant specifically obtains private insurance to insure them. Thus, in the event of loss of chiliz or loss of chiliz’s value, there is no public insurer, such as the Investor Compensation Scheme or private insurance arranged by the Company to offer recourse to the Participant.
Risk associated with uncertain Regulations and enforcement actions
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 regulation with respect to such technology and its applications, including the Socios.com Platform and chiliz. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement regulatory actions or changes to law and regulation affecting distributed ledger technology and its applications, including the Socios.com Platform and the chiliz tokens. Regulatory actions or changes to law and regulation could negatively impact chiliz and the Socios.com Platform in various ways, including, but not limited to, a determination that the acquisition, holding and use or disposal and transfer of chiliz constitutes a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the acquisition, contribution, sale and delivery thereof. The Company may cease operations or interrupt the availability and/or use of the chiliz tokens 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 or to provide the Socios.com Platform.
Risk arising from Taxation
The tax characterization of chiliz is uncertain. The Participant must seek his own tax advice in connection with purchasing chiliz, which may result in adverse tax consequences to him, including withholding taxes, income taxes and tax reporting requirements.
Risk of insufficient interest in chiliz and the socios Platform
It is possible that chiliz and the Socios.com Platform will no longer be used by a large number of individuals, companies and other entities or that there will be limited interest in the use of chiliz and the Socios.com Platform. Such a lack of use or interest could negatively impact the development of the Socios.com Platform and therefore the potential utility of chiliz.
Internet Transmission Risks
There are risks associated with using chiliz including, but not limited to, the failure of hardware, software, and internet connections, or other technologies on which the Socios.com Platform or the use of chiliz relies. Such failures may result in disruptions in communication, errors, distortions or delays when using chiliz and the Socios.com Platform or the Website.
Risk of Dissolution of the Company
It is possible that, due to any number of reasons, including, but not limited to, a decrease in chiliz’s utility, the failure of commercial relationships, or intellectual property ownership challenges, unfavourable market conditions and added compliance and regulatory obligations, the use of chiliz on the Socios.com Platform may no longer be viable to be offered or the Company may need to cease trading and be dissolved and liquidated.
Risk arising from Lack of Governance Rights
Since chiliz do not represent or confer any ownership right or stake, share or security or equivalent rights, intellectual property rights or any other form of participation relating to the Company, all decisions involving the Company will be made by the Company at their sole discretion, including, but not limited to, decisions to transfer more chiliz for use, to sell or liquidate the Company. These decisions could adversely affect the utility of that which the Participant holds.
Regulatory Risks and Market Risks
The Company is subject to a variety of domestic and/or EU and international laws, regulation and directives, including those with respect to privacy and data protection, consumer protection, data security, and others. These laws, regulations and directives, and the interpretation or application of these laws, regulations and directives, could change. In addition, new laws, regulations or directives affecting the Company, the Socios.com Platform and chiliz could be enacted, which could impact the utility of chiliz and their use on the Socios.com Platform. Additionally, the Participants are subject to industry specific laws and regulations or licensing requirements. If any of the Parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact chiliz and the Socios.com Platform, including the chiliz’ utility on the Socios.com Platform The Participant hereby accepts the risk that in some countries chiliz might be considered, now or in the future, a Security Token. In this case the Company gives no representations, warranties or guarantees that the utility tokens are not considered to be Security Tokens in all countries. The Participant hereby accepts to be solely responsible of the legal, financial and any other risks connected to chiliz as a security in his country and to be solely responsible to check if the holding, using and the disposal of chiliz is legal in your country.
Also, changes in laws, regulations and directives governing the Company’s operations may adversely affect their business and consequently the Socios.com Platform. Any change in the Company’s tax status, or in taxation legislation in Malta or elsewhere, could affect the value of its financial holdings, its business and the Company’s ability to achieve its business objective and continual commitment to the development of the Socios.com Platform.
Other Inherent Risks
The Participant understands and accepts the inherent risks associated with chiliz, to the extent not covered elsewhere in the Terms, including, but not limited to, risks associated with (a) money laundering; (b) fraud; (c) exploitation for illegal purposes; and (d) any other unanticipated risks.
Cryptographic tokens such as chiliz as well as blockchain are a new and untested technology. In addition to the risks included in the chiliz Documents there are other risks associated with the Participant’s acquisition, holding and use of chiliz, including some that the Company cannot or may not anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks discussed in the chiliz Documents.
The Participant hereby represents and warrants that he will take sole responsibility for any restrictions and risks associated with the holding or use of chiliz. If any of the risks, mentioned in the Terms are unacceptable or the Participant is not in a position to understand, the Participant should not acquire, hold or use chiliz.
Purpose and Use of chiliZ
Should a Participant transfer chiliz to other parties in any manner and under any title, the Participant shall be responsible to ensure that such transfer is in compliance with the applicable rules and regulation, and the Company shall not be held liable for any consequential loss or damages that may occur.
The Participant understands and accepts that the acquisition of chiliz is final and non-refundable and the utilities thereof are, at launch, limited to those listed in this “Purpose and Use of chiliz” section. The Participant acknowledges that he has no right to request a refund for any reason.
Privacy and Confidentiality
The term “personal information” is used in this section to describe information that can be associated with a specific person and can be used to identify that person. We do not consider personal information to include information that has been anonymized so that it does not identify a specific Participant.
Nevertheless, the Company shall be entitled, at any time, to request from the Participant information and/or documentation that the Company, in their sole discretion, deem fit and necessary in order to comply with any applicable law or regulation in connection with the holding and using of chiliz. The Participant agrees to provide the Company with such information promptly upon request, and he acknowledges that the Company may not allow the use of chiliz until the Participant provides such requested information and the Company have determined that it is permissible under applicable law or regulation. The Company reserves the right to require more due diligence documentation in compliance with any new or amended regulation which may come into force in the future.
Provided that, the duty of confidentiality does not apply to any communications, facts or documents concerning any illegal purposes or the commissions of any crime or fraud. Moreover the Company is subject to the duty (without need to inform the Participant) to notify the police if the Company suspects that any property or money represents proceeds of corruption, drug trafficking or other consequences of any disclosure where the Company acts in good faith in accordance with applicable law and the Participant acknowledges that the Company is not bound by confidentiality obligations when the disclosure is necessary in the Company’s opinion to protect its own interest
Taxation of Tokens
Limitation of Liability and Indemnity
The Company shall not be liable for any of the following losses, including but not limited to increased or additional costs, loss of profits, loss of revenue or income, trading losses, loss of opportunity, loss of bargain, loss of time, loss of data or consequential, incidental, special, indirect losses as may be incurred or suffered by the Participant for any reason including but not limited to as a consequence of the non-exhaustive list of risks described in the Terms (even if such damages or losses are foreseeable or even if the Company has been advised of the possibility of such damages or losses).
The Participant further acknowledges and agrees that in no event shall the Company be liable for any damages, losses, diminution in value, charges, liabilities, claims (including claims of negligence, tort or quasi-tort or other breach), demands, actions, suits, proceedings, payments, judgments, settlements, awards, assessments, deficiencies, interest, penalties and costs and expenses (including reasonable attorneys’ and consultants’ fees and expenses) imposed on, sustained, incurred or suffered by, or asserted against the Company, directly or indirectly relating to or arising out of the Participant’s participation in the Private Placement, or any acquisition, holding or use of chiliz at any moment in time, or use of the Socios.com Platform, including but not limited to any breach by the Participant of these Terms or violation of any law, rule, or rights of a third party. The Participant agrees to indemnify the Company for any legal fees or other costs that are incurred by the Company or any other indemnified parties as a result of the Participant’s actions or omissions.
Furthermore, Company shall not be responsible for any losses or damages arising in connection with force majeure events, including acts of God, earthquakes, storms, or other nature events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war; any labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or smart – contract bugs or weaknesses, technological changes, changes in interest rates or other financial or monetary conditions; reliance on any information contained in the chiliz Documents, any error, omission or inaccuracy in any such information or any action resulting from such information.
For the purpose of this limitation of liability section the “Company” shall be deemed to include any directors, officers, members, employees, agents, attorneys, representatives, affiliates and associates.
All provisions of the Terms which by their nature should survive termination, shall survive termination, including but not limited to, limitations of obligations or liability and indemnity.
Prohibited Participants & Other Limitations
These Terms shall only apply and chiliz shall only be useable in such countries where the use of chiliz as described in the chiliz Documents is not prohibited by law or regulation.
Any potential Participant considering participating in acquiring, holding or using chiliz and the Socios.com Platform is required to obtain information on whether he is a Prohibited Participant and, if applicable, to inform themselves about, and to observe, any restrictions imposed upon them by any jurisdiction other than the laws of Malta.
Assignability and Transferability
Changes to the Terms
Governing Law and Dispute Resolution
Any dispute, controversy or claim arising out of or relating to or concerning these Terms, or the breach, or invalidity thereof, shall be settled by arbitration in accordance with the provisions of Malta Arbitration Act, Chapter 387 of the Laws of Malta and shall be regulated by the Arbitration Rules, in force from time to time, promulgated under the authority of the said Act. The Participant waives any right it may have to object to any action being brought in the forum, to claim that the action has been brought in an inappropriate forum, or to claim that the forum does not have jurisdiction.