TERMS OF USE

DISCLAIMER

The following disclaimer is to be read contextually with and applies to the entirety of the information and contents of these terms of use (the “Terms of Use”). You are therefore required to read this disclaimer carefully before reading, accessing or making any other use of these Terms of Use or taking any action on the basis of said Terms of Use.

In accessing these Terms of Use, you agree to be bound by the following terms and conditions, including any modifications made to them from time to time.

Any decision to purchase SoCo Tokens shall be based on consideration of the Whitepaper as a whole, and as may be supplemented by these Terms of Use. SoccerCoin Ltd (C 89400) (the “Company” or “Issuer”) reserves the right to (i) make changes to these Terms of Use, the Whitepaper and to any documents linked to the SoCo Token, and/or the holding and use of the SoCo Token to ensure compliance with the applicable regulatory requirements, provided that such changes are carried out in line with applicable laws; and (ii) do all that is necessary to be in compliance with any regulatory requirements, including but not limited to, interrupting, suspending or ceasing the operations or trading of the SoCo Token if deemed necessary at the Company’s sole discretion, provided that any such measure shall be taken in accordance with applicable laws.

The SoCo Token is classified as a Virtual Financial Asset in terms of the applicable Virtual Financial Assets Act. The Whitepaper has been prepared and registered with the MFSA in accordance with the Virtual Financial Assets Act. The SoCo Token does not possess any of the necessary characteristics required to be considered as electronic money, a virtual token (as the term is defined in the Virtual Financial Assets Act (Chapter 590 of the laws of Malta)), transferable security, money market instrument, unit in collective investment schemes, commodity, security, or any other form of a financial instrument as defined in the Markets in Financial Instruments Directive. Furthermore, these Terms of Use and the Whitepaper do not constitute a prospectus and do not constitute an offer or solicitation to sell financial instruments and/or securities to the public or an offer in any way connected to a collective investment scheme.

These Terms of Use are to be read in conjunction with the Whitepaper, and in any case where discrepancies arise, the terms of the Whitepaper shall prevail over the those stipulated in these Terms of Use.

These Terms of Use, the Whitepaper, the SoCo Tokens, and/or the holding, use, and trading of the SoCo Tokens carry no rights, whether express or implied, other than for their use on the SoccerCoin Platform and trading on DLT Exchanges following the SoCo Token’s admission to trading on such DLT Exchange or Exchanges. SoCo Tokens 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. SoCo Tokens do not give the holder thereof any entitlement to acquire any such interest or entitlement in respect of the Company. Furthermore, the Company shall not and shall be under no obligation to return or repay any investment made in virtue of the Whitepaper. The body of administrators of the Company, as identified in the sub-section of the Whitepaper entitled ‘The Management’ in ‘The Issuer’ section of the Whitepaper, are the persons responsible for the information contained in the Whitepaper.

These Terms of Use, the Whitepaper and the offering of SoCo Tokens may not be taken as an implication: (i) that the information contained in these Terms of Use and the Whitepaper is accurate and complete subsequent to its date of issue; or (ii) that there has been no material adverse change in the financial position of the Company since such date; or (iii) that any other information supplied in connection with these Terms of Use and the Whitepaper is accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing same.

All advisors to the Company, including the Company’s VFA Agent to the extent allowed by applicable law, have acted and are acting exclusively for the Company in relation to this offering of SoCo Tokens and have no contractual, fiduciary or other obligation or responsibility towards any other person, and will, accordingly, not be responsible to any Tokenholder or any other person whomsoever in relation to the transaction proposed in the Whitepaper, neither shall such advisors be responsible for the contents of, and any information contained in the Whitepaper, its completeness or accuracy or any other statement made in connection therewith.

These Terms of Use, the Whitepaper as well as all and any agreements, acceptances, and contracts resulting therefrom shall be governed by the laws of Malta, unless the contrary is expressly stated, and any person acquiring any SoCo Tokens pursuant to these Terms of Use and the Whitepaper shall submit to the exclusive jurisdiction of the courts of the Malta, without limiting in any manner the right of the Company to bring any action, suit or proceeding in any other competent jurisdiction, arising out of or in connection with any acquisition of SoCo Tokens, or agreement, acceptance or contract resulting here from, or the Whitepaper as a whole.

Statements made in these Terms of Use and the Whitepaper are unless otherwise stated, based on the law and practice currently in force in the Malta and are subject to changes therein.

To the best of the knowledge and belief of the administrators of the Company (who have all taken reasonable care to ensure such is the case), the information contained in these Terms of Use and the Whitepaper is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Company does not guarantee that the functionalities of the SoCo Token or the SoccerCoin Platform will be delivered or realised.

No information in these Terms of Use is to be considered as business, legal, financial or tax advice regarding the Company or the SoCo Token.

Capitalised terms not being defined in these Terms of Use shall have the same meaning as assigned to them in the Whitepaper.

It is solely up to any person wishing to participate in the issue of SoCo Tokens to ensure that no prior or subsequent approval, notification, registration or licence is needed or if such is needed, it is solely up to such person to obtain such prior or subsequent approval, notification, registration or licence of any form in the country where such person is a citizen, national, resident or having a similar connecting factor, or incorporated, registered or effectively managed, and the Company shall not in any way be liable for any non-conformity with any laws, rules or regulations by any such person.

The SoCo Tokens are not available to (i) a natural person being a citizen, national, resident or having a similar connecting factor to; or (ii) a legal person being incorporated, registered or effectively managed and controlled from or within a country, jurisdiction or territory where the placing, offering to the public, or the holding and use of the SoCo Token and/or virtual currency 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 Restricted Areas, or any other jurisdiction where the aforementioned is/are prohibited.

These Terms of Use are explicitly designed to provide prospective Tokenholders and Tokenholders alike with information on how to purchase the SoCo Token from the SoCo Token-Sale-Platform (the “Launchpad”) and for the use of any other SoccerCoin-related platform (“SoccerCoin Platform”)

1. RISKS
   1. Prospective Tokenholders wishing to purchase SoCo Tokens are instructed to first read and understand clearly the potential risks that would be applicable to them in connection to the purchase of the SoCo Tokens, as detailed in the Whitepaper’s Risk section, which may be accessed from here.
2. LAUNCHPAD ACCOUNT
   1. Prospective Tokenholders wishing to purchase SoCo Tokens from the Launchpad are required to register and open an account with the Company (“Launchpad Account”). Following registration thereof, a Prospective Tokenholder shall be deemed as being a user of the Launchpad (“User”).
   2. Users, after having read these Terms of Use and the Whitepaper, shall be required to provide the Company with name, surname, email address, mobile number, address including country, date of birth, and PEP-status (Political Exposed Person), wallet address and any other information which the Company may deem necessary, when making a request to create a Launchpad Account, and will be asked for verification of data as mentioned in article 2.4. Users are to also read the Company’s Privacy Policy and Disclaimer which may be accessed from the Company’s Website.
   3. User identity verification: By registering for a Launchpad Account with the Company, the User agrees to provide the Company with the required personal information for identity verification as well as other verifications required to be undertaken in accordance with the Company’s AML & CFT Policy, which includes email, address, and ID verification including a biometric selfie. The information to be provided to the Company will be used to verify Users’ identity, identify traces of money laundering terrorist financing, fraud and other financial crimes, or for other lawful purposes stated by the Company. The Company will collect, use and share such information in accordance with the Company’s Privacy Policy and according to the rules set out by the GDPR.
      
      Users agree to allow the Company to keep a record of this information during the period for which a User’s Launchpad Account is active and for the period as defined by the GDPR after said Launchpad Account is closed, in compliance with global industry standards on data storage and the GDPR. Users also authorise the Company to conduct necessary investigations, directly or through a third party/ies, to verify their identity or protect them and/or the Company from financial crimes, such as, but not limited to, fraud.
      
      The information that the Company shall require to verify a User’s identity shall be in line with the Company’s AML & CFT Policy and may include, but is not limited to, the User’s name, email address, contact information, phone number, government-issued identity documentation, date of birth, proof of address, source of wealth and income and other information collected during the Launchpad Account registration. When providing the required information, Users confirm that the information provided is true and accurate.
      
      After registering a Launchpad Account, the User must ensure and is held liable that the information is true, complete and updated in a timely manner when changed. If there are any grounds for believing that any of the information provided by a User is incorrect, false, outdated or incomplete, the Company reserves the right to send the User a notice to demand correction, directly delete the relevant information, and, as the case may be, terminate all or part of the services which the Company provides for said User.
      
      If the Company is unable to reach the User with the contact information the User has provided, the User shall be fully liable for any loss or expense caused to the Company during the User’s use of the Company’s services. The User hereby acknowledges and agrees that they shall have the obligation to update all the information if there is any change.
      
      Nothing in these Terms of Use shall prevent the Company from providing any information to competent authorities as may be required by law and no liability whatsoever shall ensue against the Company for providing such information.
   4. Token supply: Any purchase SoCo Tokens can be claimed by the User to be transferred to the User’s wallet address as submitted to SoccerCoin during the registration process. SoccerCoin is not liable for any wrongly submitted wallet address which leads to the loss of SoCo Tokens for the User.
      
      In case the User purchases SoCo Tokens before the TGE (Token Generation Event) occurs, the submitted funds represent a reservation of the respective number of Tokens until the TGE took place and the opportunity for claiming will be communicated to the User.
   5. VAT: Any purchased SoCo Tokens are out of scope of VAT as these are defined as VFA (Virtual Financial Asset).
   6. Token Purchase Limits: The purchase of SoCo Tokens is limited to a minimum amount of USD 100 equivalent and to a maximum of USD 1,000 equivalent.
3. SOCCERCOIN PLATFORM ACCOUNT
   1. Prospective Users of the SoccerCoin Platform wishing to purchase ESS (Electronically Supplied Services) from the platform are required to register and open an account with the Company (“SoccerCoin Platform Account”). Following registration thereof, a Prospective User shall be deemed as being a user of the platform (“User”).
   2. Users, after having read these Terms of Use and the Whitepaper, shall be required to provide the Company with name, surname, email address, mobile number, address including country, date of birth, and PEP-status (Political Exposed Person), wallet address and any other information which the Company may deem necessary, when making a request to create a SoccerCoin Platform Account, and will be asked for verification of data as mentioned in article 3.4.
      
      Users are to also read the Company’s Privacy Policy and Disclaimer which may be accessed from the Company’s Website.
   3. User identity verification: By registering for a SoccerCoin Platform Account with the Company, the User agrees to provide the Company with the required personal information for identity verification as well as other verifications required to be undertaken in accordance with the Company’s AML & CFT Policy, which includes email, address, and ID verification including a biometric selfie. The information to be provided to the Company will be used to verify Users’ identity, identify traces of money laundering terrorist financing, fraud and other financial crimes, or for other lawful purposes stated by the Company. The Company will collect, use and share such information in accordance with the Company’s Privacy Policy and according to the rules set out by the GDPR.
      
      Users agree to allow the Company to keep a record of this information during the period for which a User’s Launchpad Account is active and for the period as defined by the GDPR after said Launchpad Account is closed, in compliance with global industry standards on data storage and the GDPR. Users also authorise the Company to conduct necessary investigations, directly or through a third party/ies, to verify their identity or protect them and/or the Company from financial crimes, such as, but not limited to, fraud.
      
      The information that the Company shall require to verify a User’s identity shall be in line with the Company’s AML & CFT Policy and may include, but is not limited to, the User’s name, email address, contact information, phone number, government-issued identity documentation, date of birth, proof of address, source of wealth and income and other information collected during the SoccerCoin Platform Account registration. When providing the required information, Users confirm that the information provided is true and accurate.
      
      After registering a SoccerCoin Platform Account, the User must ensure and is held liable that the information is true, complete and updated in a timely manner when changed. If there are any grounds for believing that any of the information provided by a User is incorrect, false, outdated or incomplete, the Company reserves the right to send the User a notice to demand correction, directly delete the relevant information, and, as the case may be, terminate all or part of the services which the Company provides for said User. If the Company is unable to reach the User with the contact information the User has provided, the User shall be fully liable for any loss or expense caused to the Company during the User’s use of the Company’s services. The User hereby acknowledges and agrees that they shall have the obligation to update all the information if there is any change.
      
      Nothing in these Terms of Use shall prevent the Company from providing any information to competent authorities as may be required by law and no liability whatsoever shall ensue against the Company for providing such information.
   4. Supply of ESS: Any ESS will be transferred on purchase to the User’s wallet address as submitted to SoccerCoin during the registration process. SoccerCoin is not liable for any wrongly submitted wallet address which leads to the loss of the purchased ESS for the User. And it is up to user to check the compatibility of this wallet.
   5. VAT Any purchased ESS via the SoccerCoin Platform are within scope of VAT, resulting in the fact that the prices shown on the SoccerCoin Platform are gross including any applicable VAT. SoccerCoin is obliged to report VAT to the tax authorities and issues a receipt for each transaction stating the amount including any applicable VAT.
   6. KYC Levels and Purchase Limits To comply with AML and CFT requirements, all purchases on the SoccerCoin Platform are linked and limited according to the KYC Level the User has registered for. If the purchase amount exceeds the limit as set by the actual KYC Level, the option is offered to the User to register for an advance KYC Level. The User is required to undertake a re-KYC procedure as provided documents have expired or after not logging in and not undertaking any transactions within a certain period of time. This also applies for the SoF (“Source of Funds”) declaration and approval depending on the level of funds approved.
4. ELIGIBLE USERS
   1. The following persons are deemed eligible to register as Users with the Company:
      
      • natural persons, being at least eighteen (18) years of age, and not being a citizen, resident or having a similar connecting factor to a Restricted Area;
      • natural persons, having full legal capacity and duly authorised to open a Launchpad and/or SoccerCoin Platform Account for and on behalf of a legal person, subject to said legal person not being incorporated, registered or effectively managed and controlled from or within a country, jurisdiction or territory, or having a similar connecting factor to a Restricted Area.
   2. Without prejudice to clause 4.1., no person shall be deemed as an eligible User if coming from a country, jurisdiction or territory where the placing, offering to the public, or the holding and use of the SoCo Token and/or virtual currency 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.
5. ACCOUNT SUSPENSION OR TERMINATION
   1. The Company may suspend and/or terminate a User’s access to its Launchpad or SoccerCoin Platform Account at the Company’s sole discretion, at any time and without notice to a User in the event that: (i) the Company suspects fraud or misuse by the User; (ii) the Company suspects any irregular or other unlawful activity associated with a User’s Launchpad Account; (iii) the Company suspects that a User is holding an account in favour of third parties (excluding natural persons, having full legal capacity and duly authorised to open a Launchpad Account for and on behalf of a legal person); (iv) the Company suspects that that a User has used a payment method (including, but not limited to a payment card) which does not belong to it; (v) the Company suspects violation of these Terms of Use, the Whitepaper or any other terms and conditions provided to the User by the Company; (vi) the Company sees it necessary to protect the interest of the User and/or the Company and/or the other Users of the Company; (vii) the User has provided counterfeit, forged, manipulated or unsatisfactory verification documentation or has engaged in unlawful activity; or (viii) the Company is requested by any applicable competent authority to do so. Suspension of an Account may result with a suspension of a pending transaction/s.
   2. The Company retains the right to keep and use any data collected by it in connection with a User, as per the PPrivacy Policy, and this in terms of any applicable law, including, but not limited to, Regulation (EU) 2016/679 of the European Parliament and of the Council 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 (General Data Protection Regulation) and the Data Protection Act (Chapter 586 of the laws of Malta).
   3. The User may deactivate their Launchpad Account at any time by contacting the Company’s customer support team, which may be reached, via email on: service@soccercoin.io and/or via the respective support section on the Website.
   4. The Company is committed to maintain the security of Users’ Launchpad and/or SoccerCoin Platform Accounts and has implemented industry standard protection for such purpose. However, the actions of individual Users may pose risks. Users shall agree to treat their Account credentials as confidential information, and not to disclose such information to any third party. Users also agree to be solely responsible for taking the necessary security measures to protect their Account and personal information. Users should be solely responsible for keeping safe their Account and password, and all related transactions arising in connection with said account. The Company assumes no liability for any loss or consequences caused by the authorised and/or unauthorised use of a User’s Account credentials, including, but not limited to, information disclosure, sharing of a User’s credentials, information release, or consent.
   5. By creating a Launchpad and/or SoccerCoin Platform Account, Users hereby agree that:
      
      • they will notify the Company immediately if they are aware of any unauthorised transaction or use of a User’s Account and/or password and/or any other violation of security rules;
      • they will strictly abide by all mechanisms or procedures of the Company regarding security, authentication and the use of the Account;
      • they will take appropriate steps to logout from the Account if a User is not going to use it for a while.
   6. If a User’s Launchpad and/or SoccerCoin Platform Account has been compromised, the User is advised to inform the Company’s customer support team, immediately so that the Company may lock the respective Account. The Company’s customer support team may be reached, via email on: service@soccercoin.io and/or via the respective support section on the Website.
   7. Upon termination of a User’s Launchpad and/or SoccerCoin Platform Account, the following provisions of these Terms of Use shall survive: Disclaimer, Limitation or Liability and Idemnification, Representations and Warranties, Governing Law and Jurisdiction, and this clause 5 concerning Termination to be checked.
   8. In any case, the User agrees to hold harmless and not to hold the Company liable for damages that may arise as a consequence of any such suspension and/or termination of the User’s Account.
6. PERSONAL DATA
   1. The Company will not disclose a User’s personal data except as expressly permitted under the Privacy Policy, or as required and/or allowed under applicable law.
   2. Any personal data or information which a User provides to the Company shall be processed strictly in accordance with the Company’s Privacy Policy. and the rules as set out in the GDPR.
   3. Users acknowledge, accept and understand that these Terms of Use, insofar as they relate to the controlling and processing of personal data are regulated by any applicable privacy laws, including, but not limited to, Regulation (EU) 2016/679 of the European Parliament and of the Council 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 (General Data Protection Regulation) and the Data Protection Act (Chapter 586 of the laws of Malta).
7. THE SOCO TOKEN
   1. The SoCo Token is a BEP-20 utility token issued by the Company on the Binance Smart Chain. Tokenholders will get access to the SoccerCoin Platform upon registration and will be able to use its features by holding and/or paying with the SoCo Token. Whilst registering a SoccerCoin Platform Account is a straightforward process, the holding of a SoCo Token does not result in automatic access to the SoccerCoin Platform.
   2. The SoCo Token is the digital currency of the SoccerCoin Platform, crucial for the proper functioning of the entire ecosystem.
   3. SoCo Tokens are used as:
      
      • a settlement method for different types of goods and services offered on or through the SoccerCoin Platform;
      • an access method for the different features on the SoccerCoin Platform;
      • a reward for different activities, such as staking or participating in different events.
   4. SoCo Tokens constitute Virtual Financial Assets (VFA) in terms of the applicable legal framework established in Malta.
   5. The SoCo Token does not entitle Tokenholders to any equity, governance, voting, or other forms of control over the management of the Company in whatsoever manner, nor does it grant any other similar right or entitlement in the Company or any of its affiliated companies, and does not represent or constitute any ownership right or stake, share or security or any other right to participate in or to receive profits or income arising from the acquisition, management or disposal of pooled property or sums paid out on such profits or income or any other form of participation in or relating to the Company.
   6. Subject to the terms and conditions laid down in the Whitepaper, Tokenholders will be able to use their SoCo Tokens in exchange for goods and/or services available on the SoccerCoin Platform. The Issuer also intends to apply for admission to trading of the SoCo Token on one or more DLT Exchanges. After admission to trading on one or more DLT Exchanges, the SoCo Tokens shall become exchangeable on such exchange platforms.
8. INITIAL VFA OFFERING (IVFAO) SOCO TOKEN SALE
   1. Prospective Tokenholders wishing to purchase SoCo Tokens are instructed to first read and understand clearly the Whitepaper prior to making a request to purchase SoCo Tokens.
   2. The IVFAO shall commence after the registration of the Whitepaper in terms of the VFA Act and shall continue for the maximum duration allowed under the said VFA Act. The Company reserves the right to end the IVFAO (i.e., the public sale) prior to the end of the subscription period as herein indicated, at its own discretion, notwithstanding that the IVFAO Hard Cap may not have been reached; provided that the Company shall not terminate the IVFAO before the subscription date is over in the event that the IVFAO Soft Cap has not yet been reached.
   3. Unless provided otherwise and without prejudice to the obligation of the Company to return the proceeds in the event that the IVFAO Soft Cap is not reached, participation in the IVFAO and the acquisition of SoCo Tokens from the Launchpad shall be deemed as a non-refundable event.
9. SOCO TOKEN PRICE
   1. During the IVFAO, and subject to availability thereof, Users will have the option to purchase SoCo Tokens from the Launchpad at either of the following prices:
      1. zero point zero six United States Dollars ($0.06), whereby seven percent (7%) of the Total Supply shall only be available at this price, provided that SoCo Tokens bought at this price shall be unlocked; or
      2. zero point zero five United States Dollars ($0.05), whereby three percent (3%) of the Total Supply shall only be available at this price, provided that SoCo Tokens bought at this price are subject to having a linear unlock of ten percent (10%) every three (3) months until all of the Participant’s SoCo Tokens have been unlocked.
10. MINIMUM AND MAXIMUM PURCHASE TRANSACTION
    1. Users seeking to purchase SoCo Tokens and/or ESS on the SoccerCoin Platform are required to observe the minimum and maximum limits as defined in Article 2.6. and 3.6.
    2. Maximum purchase limits are also linked to the KYC Level for which the User qualifies as defined in Article 3.6.
11. ACCEPTED METHODS OF PAYMENT
    1. Accepted methods of payment include Fiat money (EUR and USD) via credit card, and digital currency (BTC, ETH, BUSD, USDT, BNB), provided that any payment methods accepted by the Issuer will be in line with Maltese laws and regulations against money laundering and the financing of terrorism. The Issuer reserves the right to refuse certain payment methods which in its discretion it may deem to be unfeasible.
       
       The exchange rate for methods of payment other than EUR will be calculated based on the price of EUR in relation to other digital currencies. In the case of digital currencies, the website https://coinmarketcap.com/ will be used as the source of the exchange rates. In the case of USD, the current EUR/USD exchange rate of the European Central Bank will be used.
12. SOCO TOKEN PURCHASES
    1. Without prejudice to clause 10, Users, after having logged in their Launchpad Account, and throughout the IVFAO, may make a request to purchase SoCo Tokens from the Company. Users acknowledge and accept that by making a payment via any of the payment methods stipulated in clause Fehler! Verweisquelle konnte nicht gefunden werden., they are making a reservation to receive the equivalent of the payment made in SoCo Tokens, whereby this reservation granting the User the right to claim the SoCo Tokens shall be executed upon the occurrence of the Token Generation Event.
    2. When making a request to purchase SoCo Tokens, Users shall be requested to provide the Company with a wallet address to which a User’s purchased SoCo Tokens shall be transferred to upon the occurrence of the Token Generation Event.
    3. Users acknowledge and accept that the Company shall at no time have any control over a User’s SoCo Tokens and that in the event that an incorrect wallet address is provided to the Company by the User, or in the event that a User’s wallet address has been compromised in any way whatsoever, the User agrees to hold the Company harmless for any and all damages incurred by the User, and to indemnify the Company for any liability that the Company may suffer/have suffered as a consequence to any claim made against the Company by any third party in this regard.
    4. The User accepts and acknowledges that the Company has established an IVFAO Soft Cap, being applicable to the Public Sale, of two million (2,000,000) SoCo Tokens.
       
       The Company undertakes to refund the issuing value of the SoCo Token paid on subscription by the Participants in the event that the IVFAO’s Soft Cap is not reached by the end of the IVFAO.
       
       Once the IVFAO’s Soft Cap is reached, and notwithstanding the fact that the subscription period of the IVFAO may not have expired yet, the Company shall be free to start utilising the proceeds collected from the sale of SoCo Tokens through the IVFAO.
    5. The Company has established an IVFAO Hard Cap, set as a maximum amount of SoCo Tokens to be allocated for sale during and for the purposes of the IVFAO, whereby the IVFAO’s Hard Cap is set as one hundred and sixty million (160,000,000) SoCo Tokens. The IVFAO’s Hard Cap does not include SoCo Tokens sold in the Strategic Sale. Once the IVFAO’s Hard Cap is reached, this will automatically generate the Token Generation Event, upon which SoCo Tokens shall be transferred to the Users’ wallets, as provided to the Company upon requests made to purchase SoCo Tokens through the IVFAO.
13. LIMITATION OF LIABILITY AND INDEMNIFICATION
    1. To the maximum extent permitted by an applicable laws, rules and regulations:
       1. the Company shall not be held liable for an indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including, but not limited to, loss of revenue, income or profits, loss of use or data, and loss of SoCo Tokens due to the Company being provided a wrong wallet address by a User), arising out of or in connection with the purchase of, use, trading, receipt or holding of SoCo Tokens by Users;
       2. the aggregate liability of the Company, in tort, contract or otherwise, arising out of or in connection with the purchase of, use, receipt or holding of SoCo Tokens by a User shall be limited to the amount of Fiat/digital currency transferred by a User as purchase consideration for said User’s intended purchase of SoCo Tokens;
       3. Users hereby agree to waive all rights and assert any claims under any applicable laws, rules and regulations.
    2. To the maximum extent permitted by any applicable laws, rules and regulations, Users shall indemnify, defend and hold the Company harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including, but not limited to, reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification), filed/incurred by Users or any third party against the Company arising out of a breach of any warranty, representation, or obligation by a User hereunder.
14. ATTEMPTS TO PURCHASE IN VIOLATION OF LAWS AND REGULATIONS
    1. In the event that the Company discovers, at any time after Your acceptance of these Terms of Use and Terms of Sale, that Your purchase of SoCO Tokens and/or Fan Tokens and/or acquisition of Collectible Tokens is determined to be in violation of these Terms, any applicable laws and regulations, You acknowledge and agree that, regardless of whether such transfer of any Tokens as purchase consideration are reflected as successfully made or received, that the attempted purchase of Tokens will be regarded as invalid and/or void ab initio and
       1. the Company shall not be obliged to deliver any [tokens], Fan Tokens or Collectible Tokens (as the case may be) to You and shall have no obligation in any form or manner whatsoever to You in respect of such attempted purchase; and
       2. You hereby waive all rights, claims and/or causes of action (present or future) under any law (including any tortious claims) or contract against the Company or its affiliates and/or the Indemnified Persons in connection with or arising from such attempted purchase, and shall further hold harmless, the Company and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by You in connection with or arising from such attempted purchase.
    2. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR ATTEMPTED PURCHASE AND/OR TRANSFER OF [TOKENS] AS PURCHASE CONSIDERATION FOR THE PURCHASE OF FAN TOKENS IS NOT IN VIOLATION OF THESE TERMS, ANY APPLICABLE LAWS, REGULATIONS OR RULES.
15. FEES
    1. Users agree to pay the Company any applicable fees and the Company may, at its discretion, update the fees at any time.
16. CONDITIONS AND RESTRICTIONS
    1. The Company may, at any time and in its sole discretion, refuse or interrupt any purchase request, order or other request relating to the purchase of the SoCo Tokens, impose limits, without prejudice to clause Fehler! Verweisquelle konnte nicht gefunden werden., on the amounts of purchases that can be completed, on a daily or other periodic basis or otherwise, or impose any other conditions or restrictions upon a User’s participation on the SoccerCoin Platform, without prior notice.
17. INTELLECTUAL PROPERTY RIGHTS
    1. These Terms of Use shall not entitle Users to any intellectual property rights, including the rights in relation to the use, for any purpose, of any information, image, user interface, logos, trademarks, trade names, internet domain names or copyright in connection with the Company.
    2. There are no implied licenses under these Terms of Use, and any rights not expressly granted to Users are reserved by the Company.
18. REPRESENTATIONS AND WARRANTIES
    1. By accepting these Terms of Use, the User represents and warrants to the Company as follows:
       1. the User acknowledges and agrees that the SoCo Token does not possess any of the necessary characteristics required to be considered as electronic money, a virtual token (as the term is defined in the Virtual Financial Assets Act (Chapter 590 of the laws of Malta)), transferable security, money market instrument, unit in collective investment schemes, commodity, security, or any other form of a financial instrument as defined in the Markets in Financial Instruments Directive and/or the Investment Services Act (Chapter 370 of the laws of Malta);
       2. the User acknowledges and agrees that these Terms of Use and the Whitepaper do not constitute a prospectus and do not constitute an offer or solicitation to sell financial instruments and/or securities to the public or an offer in any way connected to a collective investment scheme;
       3. the User is to be considered as an eligible User, as per clause 4 of these Terms of Use;
       4. he User acknowledges and agrees that the SoCo Token is not to be construed, interpreted, classified or treated as enabling, or according any opportunity to the User to participate in or receive profits, income, or other payments or returns arising from or in connection with the Company, in any way;
       5. the provision of these Terms of Use, the Whitepaper, any part thereof or any copy thereof, or acceptance of the same by the User, is not prohibited or restricted by the applicable laws, rules or regulations in the User’s jurisdiction, and where any restrictions are applicable, the User has observed and complied with all such restrictions at the User’s own expense and without any liability to the Company;
       6. the User has read these Terms of Use and the Whitepaper and has understood all of the terms and conditions, including any annexes thereto (if any);
       7. the User has the capacity and all requisite rights, powers and authority to accept the terms and conditions stipulated in these Terms of Use and in the Whitepaper, and to perform all of the User’s obligations as provided by said terms and conditions;
       8. these Terms of Use constitute legal, valid and binding obligations on the User, enforceable in accordance with its terms and conditions and neither the purchase of, nor receipt, nor holding or use of the SoCo Tokens is in breach or in contravention of any applicable law, rule or regulation in the User’s jurisdiction;
       9. the User agrees and acknowledges that the Company nor any SoccerCoin related entity shall not be liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise, arising out of or in connection with any acceptance of or reliance on these Terms of Use or any part thereof by the User;
       10. all of the above representations and warranties are, and will continue to be true, complete, accurate and non-misleading as from the time of the User’s acceptance of these Terms of Use.
    2. The Company does not make, and hereby disclaims, any representation or warranty in any form whatsoever.
19. NO WAIVER
    1. Any failure of the Company to enforce these Terms of Use or to assert any rights, claims or causes of action against Users under these Terms of Use shall not be construed as a waiver of the right of the Company to assert any rights, claims or causes of action against Users.
20. SEVERABILITY
    1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms of Use.
21. GOVERNING LAW AND JURISDICITON
    1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Malta.
    2. Each Party irrevocably agrees that the courts of Malta shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.