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1. Subject and Purpose2. Definitions3. Issuance of Tokens and User Rights4. Income Distribution5. Sale of the Ship6. Amendments7. KYC, AML and Compliance8. Platform and Services9. Representation of the User10. Notifications11. Transaction and Fees12. Transaction Rules13. Limitations and Liability14. Platform Maintenance and Service Availability15. Network Dependency and Service Interruptions16. User Conduct and Platform Compliance17. Limitation of Liability for Service Delays18. Indemnification for Third-Party Claims19. Term and Termination20. Entire Agreement21. Data Privacy and Protection22. Intellectual Property23. Governing Law and Dispute Resolution24. Interpretation and Disclaimer25. Risk Acknowledgment1. Subject and Purpose
1.1. This Agreement governs the relationship between the Company and the User with respect to the acquisition, holding, and use of Tokens issued by the Company. These Tokens represent fractional economic rights to net income generated by vessels managed by the Company and, where applicable, a proportionate share of any net sale proceeds from such vessels. 1.2. The purpose of this Agreement is to establish the terms and conditions under which the User may exercise such economic rights, including eligibility criteria, compliance obligations, income distribution procedures, and the limitations associated with Token ownership. 1.3. This Agreement does not confer any rights of ownership, control, governance, or voting in the Company or its managed assets. The relationship established herein is strictly limited to the financial entitlements expressly defined within the scope of this Agreement and does not constitute a partnership, joint venture, or investment advisory arrangement.
2. Definitions
2.1. "Token": A unique, non-fungible or fungible blockchain-based digital asset issued by the Company, representing a fractional loop right to income derived from the operation of the Ship and a proportional share of net proceeds upon the sale of the Ship. Ownership of a Token does not confer any ownership rights, governance rights, voting rights, or control over the Company, the Ship, or any of its assets. 2.2. "Income Rights": The User’s right to receive a proportion of the net income generated by the Ship, including but not limited to chartering revenue or other operational income, after the deduction of all applicable operating costs, maintenance expenses, taxes, regulatory fees, insurance premiums, and other legal or financial liabilities, as detailed in this Agreement. The User acknowledges that distributions of net income are subject to reconciliation, audit, and compliance with applicable laws. 2.3. "Sale Proceeds": The net proceeds resulting from the sale of the Ship, after deducting all applicable brokerage fees, legal costs, transfer taxes, outstanding liabilities, administrative expenses, and any other costs associated with the sale. The distribution of Sale Proceeds to Users shall be subject to priority claims, secured obligations, or other deductions required by law or contractual agreements. 2.4. "KYC": "Know Your Customer" requirements, including but not limited to identity verification, source of funds assessments, and anti-money laundering (AML) compliance procedures, as required by applicable laws and regulatory authorities. The Company reserves the right to request additional documentation and to refuse or restrict Token issuance or transfers based on KYC compliance assessments. 2.5. "AML": "Anti-Money Laundering" laws, regulations, and compliance obligations applicable to the Company and its operations, including but not limited to transaction monitoring, reporting of suspicious activities, and implementation of risk-based due diligence procedures in accordance with financial regulations. 2.6. "Applicable Laws": All local, national, and international laws, regulations, and guidelines governing financial transactions, taxation, securities, anti-money laundering (AML), counter-terrorism financing (CTF), data protection, and corporate compliance. The Company reserves the right to amend its policies and procedures to ensure ongoing compliance with changes in applicable laws. 2.7. "Force Majeure": Any event beyond the reasonable control of the Company that prevents, delays, or hinders the performance of its obligations under this Agreement, including but not limited to natural disasters, fires, floods, pandemics, government actions, acts of war, terrorism, cyber-attacks, labor strikes, supply chain disruptions, and legal or regulatory changes. The Company shall not be held liable for any failure or delay in performance due to a Force Majeure event, provided that reasonable efforts are made to mitigate the impact of such events. 2.8. "Fiscal Year": The Company’s accounting period, beginning on the first day of January and ending on the last day of December each year, unless otherwise determined by the Company in compliance with applicable financial regulations. 2.9. "Encumbrance": Any security interest, lien, pledge, mortgage, charge, claim, or other restriction of any kind, whether created voluntarily, involuntarily, or by operation of law, that limits or affects ownership rights, use, transferability, or receipt of income from a Token or any associated asset under this Agreement. 2.10. "Person": Any individual, entity, corporation, partnership, joint venture, association, trust, government authority, or any other legal or commercial organization recognized by law.
3. Issuance of Tokens and User Rights
3.1. The Company shall issue Tokens to Users representing fractional rights to: (a) Income generated from vessels under the Company's management; and (b) A share of the Sale Proceeds upon the sale of such vessels. 3.2. There shall be a defined participation period ("Initial Participation Period") during which contributions may be submitted for the purpose of supporting the acquisition or operation of a designated vessel. Digital tokens granting access to a pro-rata share of revenue distributions related to that vessel shall be allocated following the successful completion of this Initial Participation Period. Revenue distribution rights shall become effective concurrently with the issuance of such tokens. In the event that the Initial Participation Period concludes without reaching the minimum required contribution threshold, all submitted funds shall be returned in full, without any deductions or fees. 3.3. Ownership of a Token grants the User no voting rights, managerial rights, or control over the Company or its operations. 3.4. Tokens are issued as instruments granting rights to income and sale proceeds but are explicitly not classified as securities under applicable laws. 3.5. Limitations of Token Ownership & Protection of Users (a) No Debt or Obligation: Ownership of a Token does not create any debt, liability, financial obligation, or fiduciary duty of the Company towards the User beyond the specific rights expressly granted in this Agreement. The Company shall not be held liable for any losses, reductions in value, or market conditions affecting the Token. (b) No Redemption or Buyback Guarantee: The Company is under no obligation to repurchase, redeem, exchange, or compensate Users for their Tokens under any circumstances, including but not limited to changes in market conditions, regulatory developments, or the financial performance of the Ship. (c) No Additional Financial Exposure for Token Holders: Under no circumstances shall a Token holder be required to contribute additional funds, assume liability for losses, pay taxes on behalf of the Company, or bear any financial burden beyond the explicit entitlements and limitations set forth in this Agreement. The User’s financial exposure is strictly limited to the cost of acquiring the Token, and at no point shall the User be held responsible for any outstanding debts, liabilities, legal claims, or financial shortfalls of the Company, the Ship, or any related entity. (d) User Protection & Rights: The User’s entitlement under this Agreement is strictly limited to the net income and sale proceeds defined herein. The Company shall ensure transparency in financial reporting and compliance with applicable laws to protect the User’s economic interests related to their Token holdings.
4. Income Distribution
4.1. The Company shall distribute net income generated by the Ship to Token holders on a periodic basis in stablecoins, such as USDT (Tether) or USDC (USD Coin), or any other legally recognized stable digital asset that the Company may determine, provided that the method complies with applicable financial regulations. The Company reserves the right to determine the distribution frequency and adjust the payment method as necessary to ensure regulatory compliance and operational efficiency. 4.2. The proportion of net income distributed to each User shall be directly proportional to their Token ownership, calculated as the percentage of Tokens held by the User in relation to the total number of Tokens issued by the Company. 4.3. The Company shall provide Users with a transparent and detailed breakdown of each income distribution cycle, including the gross income received, all relevant deductions or adjustments applied, and the final net amount distributed. 4.4. All income distributions shall be subject to applicable tax withholding requirements. The Company reserves the right to withhold or deduct any amounts necessary to comply with tax laws, regulatory obligations, or any applicable legal mandates. 4.5. The User is solely responsible for fulfilling any tax reporting and payment obligations in their jurisdiction. The Company shall not be held liable for any User’s failure to comply with their personal tax requirements. The User agrees to indemnify and hold the Company harmless for any penalties, fines, or legal consequences arising from such non-compliance. 4.6. The Company reserves the right, at its sole discretion, to suspend, delay, or adjust distributions under the following circumstances: (a) Where compliance with AML, KYC, or economic sanctions regulations requires additional verification; (b) Where regulatory or legal uncertainties or restrictions affect the distribution process; (c) Where unforeseen operational or financial circumstances, including force majeure, necessitate a temporary suspension. 4.7. Liquidity and DeFi Integration 4.7.1. The Company utilizes a Wrapped ERC-20 tokenization structure to represent fractional interests in income-generating assets. Users may convert their holdings into unwrapped ERC-20 tokens for increased liquidity, enhanced interoperability, and market accessibility across decentralized platforms. 4.7.2. Unwrapped ERC-20 tokens may be deployed into decentralized liquidity pools, including but not limited to Automated Market Maker (AMM) protocols such as Uniswap V4, enabling Users to engage in real-time trading without reliance on centralized or peer-to-peer matching mechanisms. 4.7.3. The Company maintains a liquidity provision strategy to ensure robust market depth and stable pricing: (a) Concentrated Liquidity Pools that optimize capital efficiency and narrow price ranges for active trading; (b) Infinite Range Liquidity to ensure broader price support across the entire spectrum of Token valuation. 4.7.4. Income distributions under this Agreement shall be available exclusively to Users holding Wrapped ERC-20 tokens in eligible wallets. Any other forms of holdings shall not be entitled to participate in yield distributions. 4.7.5. The Company expressly disclaims any liability for fluctuations in the market value of vessel’s ERC-20 tokens, as well as the performance, uptime, pricing mechanisms, or stability of any third-party decentralized platforms or smart contract-based protocols through which the tokens are traded. The Company makes no warranties and accepts no liability for fluctuations in the market price of ERC-20 tokens, nor for the performance, functionality, or stability of third-party decentralized platforms or exchanges. 4.8. The Company shall not be liable for any delay, withholding, or adjustment of income distributions arising from regulatory compliance obligations, force majeure events, or any circumstances beyond the Company’s reasonable control. The User expressly waives any claim or demand arising from such delays or events.
5. Sale of the Ship
5.1. In the event that the Ship is sold, the Company shall distribute the net Sale Proceeds to Token holders in proportion to their respective Token ownership percentages. The net Sale Proceeds shall be defined as the total amount received from the sale of the Ship after deducting all applicable expenses, including but not limited to outstanding debts, legal and brokerage fees, transaction costs, and taxes. 5.2. The distribution of the net Sale Proceeds to Token holders shall take place within 10 days following the receipt of payment from the sale, subject to completion of all required legal, regulatory, and financial formalities. 5.3. The Company shall notify Users of the sale within a reasonable timeframe and provide a detailed breakdown of the calculation used to determine the Sale Proceeds distribution, including any deductions applied. 5.4. All distributions shall be subject to deductions for applicable taxes, legal compliance costs, transaction-related fees, and any other lawful expenses incurred in connection with the sale of the Ship. The Company reserves the right to withhold any amounts necessary to satisfy legal, regulatory, or financial obligations as required by applicable laws. 5.5. In the event of any delays or regulatory restrictions affecting the distribution of Sale Proceeds, the Company shall make reasonable efforts to resolve such issues in a timely manner. However, the Company shall not be held liable for any delays arising from external factors, including but not limited to regulatory approvals, banking limitations, or force majeure events. 5.6. The Company shall have no obligation to repurchase, redeem, or otherwise compensate Users for their Tokens outside the scope of the Sale Proceeds distribution as outlined in this Agreement.
6. Amendments
6.1. The Company reserves the right, at its sole discretion, to amend, modify, or update the terms of this Agreement at any time, including to reflect changes in applicable laws, regulatory requirements, market conditions, technological developments, or the Company’s operational policies. Such amendments may include changes to the structure, rights, obligations, or distribution mechanisms associated with the Tokens. 6.2. Any material amendments to this Agreement shall be communicated to the User through the Company’s official communication channels, including but not limited to email notifications, user dashboard updates, or publication on the Company’s official website. Users are deemed to have received such notice upon its publication or delivery through any of these channels. 6.3. Continued use of the Company’s services or retention of any Tokens following the effective date of the amended Agreement shall constitute the User’s acceptance of such amendments. If the User does not agree to the revised terms, they may request to cease participation in the Agreement subject to applicable procedures and eligibility under this Agreement. 6.4. The Company may implement any changes, restrictions, or modifications deemed necessary to maintain compliance with applicable laws, regulations, or directives issued by competent regulatory authorities. This may include adjustments to distribution schedules, eligibility requirements, KYC/AML obligations, or token transferability rules. 6.5. Failure or delay by the Company to enforce any provision of this Section or this Agreement shall not be deemed a waiver of its rights, nor shall it affect the enforceability of any other provision herein.
7. KYC, AML and Compliance
7.1. The User acknowledges and agrees to fully comply with the Company’s Know Your Customer (KYC) and Anti-Money Laundering (AML) policies, as well as any related compliance procedures required by applicable laws and regulations. 7.2. The User shall provide all necessary documentation, including but not limited to government-issued identification, proof of address, and any additional information requested by the Company to verify their identity, source of funds, and eligibility to participate in the Token issuance and income distributions. 7.3. The Company reserves the right, at its sole discretion, to withhold income distributions or Sale Proceeds until the User’s compliance with KYC/AML requirements has been fully verified and approved. The Company shall not be held liable for any delays or financial losses incurred by the User as a result of such compliance procedures. 7.4. The User represents and warrants that all funds used to acquire Tokens are derived from lawful sources and are not associated with any illicit activities. 7.5. The Company shall not be held liable for any delay, suspension, or non-distribution of income or proceeds arising from the User’s failure to meet KYC/AML obligations or regulatory restrictions beyond the Company’s control. 7.6. The User agrees to comply with all applicable tax, financial, AML, and securities laws in their jurisdiction. The User shall indemnify and hold the Company harmless against any claims, fines, or liabilities arising from non-compliance. 7.7. The Company reserves the right to modify its KYC/AML policies as required by changes in applicable laws or regulatory frameworks and may impose additional compliance measures at its sole discretion.
8. Platform and Services
8.1. Upon successful KYC/AML verification and registration, the User shall be granted non-exclusive, revocable access to the Company’s digital interface, including but not limited to token allocation tools, income distribution dashboards, transaction history logs, and smart contract structures necessary for participation under this Agreement. The User shall access the platform solely for lawful purposes in accordance with the rights conferred under this Agreement. 8.2. The Company reserves the right to modify, enhance, suspend, or discontinue any aspect of the Fractalized platform at its sole discretion, including the user interface, token wrapping/unwrapping functions, distribution mechanisms, or integration with third-party services. Such changes shall be made with or without prior notice, provided that any material modifications affecting the User’s rights under this Agreement shall be communicated in accordance with the Notification provisions herein. 8.3. The Company may impose usage restrictions or service limitations to maintain regulatory compliance, ensure system integrity, or prevent abuse. These may include transaction thresholds, wallet eligibility requirements, jurisdictional restrictions, or temporary account holds for pending compliance reviews. The Company reserves the right to restrict specific functionalities, including trading, redemption, or token transfers, if necessary for legal or technical reasons. 8.4. All transactions initiated by the User through the platform, including Token acquisition, revenue distribution claims, or liquidity pool interactions, shall be deemed final upon confirmation via smart contract execution or blockchain consensus. The User is solely responsible for ensuring the accuracy of transaction details before submission, and the Company shall not be liable for irreversible transfers caused by user error or third-party interference. 8.5. The User shall be solely responsible for maintaining the confidentiality of their login credentials and securing their wallet interfaces. Any activity conducted through the User’s account shall be presumed to have been authorized by the User. The Company disclaims any liability for unauthorized access resulting from negligence, phishing, malware, or failure to apply basic cybersecurity practices. 8.6. The Company may suspend or terminate the User’s access to the platform, in whole or in part, under the following circumstances: (a) failure to comply with KYC/AML requirements or regulatory obligations; (b) breach of this Agreement or suspected fraudulent activity; (c) legal orders or governmental directives requiring access restrictions; or (d) force majeure events or technical emergencies affecting platform functionality. Suspension or termination shall be communicated to the User in accordance with Section 10, and reinstatement shall be subject to Company discretion. 8.7. In the event of any security breach, compromise of smart contracts, unauthorized access, or suspected data intrusion affecting the platform or User funds, the Company shall notify affected Users in a timely manner and may take emergency actions, including freezing certain functionalities or requiring additional authentication steps, to mitigate the impact. The Company shall not be liable for any losses caused by third-party attacks unless arising from gross negligence or willful misconduct. 8.8. The Company reserves the right to revise or update the terms governing the User’s use of the platform services at any time. Amendments shall be effective upon publication and notification pursuant to Section 14. Continued use of the platform following such notice shall constitute the User’s acceptance of the revised terms.
9. Representation of the User
9.1. The User represents, warrants, and covenants that: (a) They are of legal age, have full legal capacity, and possess the requisite authority to enter into this Agreement under the laws of their jurisdiction; (b) They are acting on their own behalf or with proper authority on behalf of a disclosed third party; (c) Their acquisition and holding of Tokens comply with all applicable laws; (d) They have conducted independent legal, tax, and financial due diligence; (e) They understand and accept that Tokens do not confer any ownership, governance, or control over the Company or the Ship; (f) All information provided to the Company is true and accurate; (g) They are not a resident or citizen of a jurisdiction where acquisition or use of Tokens is restricted or prohibited; (h) They shall not use the Company’s services or Tokens for unlawful purposes; (i) They acknowledge that the Company makes no guarantees about future value or liquidity of Tokens; (j) They shall indemnify the Company from any breach-related liabilities. 9.2. The Company reserves the right to suspend or terminate the User’s participation in this Agreement in the event of any breach of the foregoing representations and warranties.
10. Notifications
10.1. The Company shall provide all notices, updates, disclosures, amendments, and other communications related to this Agreement or the User’s participation by electronic means, including but not limited to: (a) email communications sent to the address provided by the User during the KYC process or registration; and (b) in-platform notifications delivered through the Fractalized system or user dashboard. 10.2. Any notification delivered via the methods specified in Section 10.1 shall be deemed effective upon dispatch by the Company, regardless of whether the User actually reads or accesses the communication. The User acknowledges and agrees that failure to review, receive, or access such notifications shall not release them from any obligations, amendments, or consequences arising under this Agreement. 10.3. The User is solely responsible for ensuring that their contact information, including email address and platform access credentials, remain accurate, current, and secure. The Company shall not be liable for any loss or delay arising from the User’s failure to maintain up-to-date contact information or access to the communication channels referenced herein.
11. Transaction and Fees
11.1. The Company shall charge a platform usage fee of ten percent (10%) on standard Token acquisitions. During the private beta stage, a reduced fee of six percent (6%) shall apply to facilitate the creation of an initial liquidity pool. In addition, a transaction fee of three and a half percent (3.5%) shall be applied to the buyers of all completed transactions executed on the Fractalized secondary trading market. All applicable fees shall be automatically deducted from the relevant amounts prior to the disbursement of proceeds or completion of transactions. These fees are intended to cover the operational, administrative, liquidity, and compliance costs associated with managing the Fractalized ecosystem and ensuring the secure and efficient execution of token-based activities. 11.2. All applicable fees shall be clearly disclosed on the Fractalized platform and may vary depending on the type of transaction. Fees may apply to, but are not limited to: (a) Income distributions; (b) Liquidity pool integrations; (c) Token conversions or wrapping/unwrapping functions; and (d) Withdrawal requests or fiat off-ramps facilitated through partner services. Fees are inclusive of applicable value-added taxes (VAT), digital asset transfer levies, or similar charges unless otherwise stated. 11.3. By participating in any transaction on the Fractalized platform, the User expressly authorizes the Company to deduct or withhold the applicable fees from their entitled amount without requiring further consent or instruction. The Company reserves the right to modify its fee structure, rates, or applicable charges at its sole discretion, provided that any such changes shall be published on the platform and communicated to Users in accordance with Section 10 of this Agreement. Revised fees shall become effective for all transactions initiated after the notification date. 11.4. Transactions executed via blockchain-based smart contracts are, by their nature, irreversible and non-refundable once confirmed. Accordingly, the Company shall not issue refunds or permit cancellations for completed transactions, including Token purchases, conversions, or distribution claims, except in the following cases: (a) Duplicate charges or erroneous fee deductions attributable to a technical fault of the platform; (b) Refunds due to a failed Initial Participation Period as set forth under Section 3.3; (c) Cancellations arising from regulatory or legal restrictions prior to token issuance. Any refund, where applicable, shall be processed in the same form of currency used in the original transaction, net of blockchain transaction costs, and subject to KYC verification. 11.5. The Company may deduct additional amounts from User transactions as required to comply with applicable tax withholding obligations, regulatory levies, or financial sanctions. The User acknowledges and agrees that such deductions may be mandatory under local or international laws and are not considered discretionary fees. The Company shall not be held liable for the impact of such deductions where required by law.
12. Transaction Rules
12.1. Any action taken by the User through the Fractalized platform, such as submitting participation contributions, converting tokens, or initiating transactions shall be considered a binding instruction once confirmed by the platform interface or associated smart contract. 12.2. Due to the immutable nature of blockchain records, all executed transactions are final and irreversible once validated on the relevant network. The Company shall not be responsible for any loss resulting from incorrect inputs, wallet misdirection, or user error. 12.3. Orders shall be processed in the order they are received, subject to verification, gas fees, network availability, and compliance screening. Users will receive confirmation through on-platform notifications and/or blockchain transaction hashes. 12.4. The Company reserves the right to reject or suspend execution of any order where: • Compliance concerns are triggered; • The transaction is suspected to be unlawful, fraudulent, or otherwise harmful; • Technical or liquidity constraints exist; • Execution would violate this Agreement or any applicable law.
13. Limitations and Liability
13.1. Tokens do not confer ownership, title, or any legal claim to the Ship or the Company. 13.2. The Company makes no guarantee of income, returns, or profitability. 13.3. The Company disclaims liability for: • Market fluctuations, operational disruptions, or regulatory action; • Tax liabilities of Users; • Third-party exchange performance; • Technology-related failures including smart contract vulnerabilities; • Force majeure events. 13.4. The Company is not responsible for legal, financial, or tax outcomes resulting from User participation. 13.5. Users waive all claims for non-performance due to external conditions or misjudged expectations.
14. Platform Maintenance and Service Availability
14.1. The Company reserves the right to temporarily suspend or limit access to the Fractalized platform or any of its services to perform scheduled maintenance, updates, security reviews, or improvements. Users shall be notified in advance, when feasible, through email or in-platform announcements regarding the expected duration and scope of such maintenance activities. 14.2. In cases of urgent or unforeseen technical, legal, or security risks, the Company may perform emergency maintenance without prior notice. Such actions may include, but are not limited to, the suspension of Token transfers, disabling income distributions, or restricting access to User accounts. 14.3. The Company shall not be held liable for any damages, missed opportunities, or losses resulting from unavailability of services during scheduled or emergency maintenance periods, provided such actions are undertaken in good faith and with reasonable diligence.
15. Network Dependency and Service Interruptions
15.1. The User acknowledges that access to the Fractalized platform depends on external network infrastructure, including internet service providers, blockchain networks, and third-party APIs. The Company is not responsible for interruptions, slowdowns, or failures attributable to these external factors. 15.2. Transactions reliant on public blockchains or smart contracts may be delayed or disrupted due to network congestion, node failures, or consensus issues. The Company disclaims all liability for disruptions or transaction failures caused by blockchain-related issues outside its control. 15.3. In the event of infrastructure-level interruptions, including cloud service outages, DDoS attacks, or platform-level failures, the Company may temporarily suspend access or functionality until stability is restored. Users will be notified when possible.
16. User Conduct and Platform Compliance
16.1. Users agree to use the Fractalized platform in compliance with all published terms, operational guidelines, user policies, and technical instructions as amended from time to time. Violations may result in the suspension or termination of access rights. 16.2. The User shall not engage in activities that: • Attempt to exploit the platform, its smart contracts, or technical infrastructure; • Circumvent KYC, AML, or compliance mechanisms; • Distribute malware, conduct phishing, or otherwise compromise platform security; • Use automated scripts or bots without authorization; • Violate applicable laws or rights of other Users. 16.3. The Company reserves the right to monitor usage for compliance purposes and may take corrective measures, including warnings, access restrictions, or reporting to regulatory authorities in the event of suspected violations.
17. Limitation of Liability for Service Delays
17.1. While the Company endeavors to ensure timely processing of all platform services and transactions, it makes no guarantee as to uninterrupted, real-time, or error-free performance. Blockchain congestion, technical failures, regulatory reviews, or compliance processes may result in delays. 17.2. To the maximum extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of expected income, trading opportunities, or reputational harm arising from platform delays. 17.3. The Company shall only be liable for delays resulting from gross negligence or willful misconduct. All other delays, including those arising from external conditions or force majeure, shall not create liability for damages or compensation.
18. Indemnification for Third-Party Claims
18.1. The User agrees to fully indemnify, defend, and hold harmless the Company, its directors, officers, employees, affiliates, and service providers from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, penalties, costs, and expenses (including reasonable legal fees) brought by any third party arising out of or in connection with: (a) The User’s breach of this Agreement; (b) Any misuse or unauthorized use of the Fractalized platform or Tokens by the User; (c) Violation of any applicable law or regulation by the User; (d) Any false, misleading, or inaccurate information provided by the User; (e) Any third-party claims based on or arising from the User’s use, transfer, or disposition of Tokens. 18.2. In the event of any such third-party claim, the User agrees to cooperate fully with the Company in the investigation and defense of the matter. The Company reserves the right to assume exclusive control of the defense or settlement of any claim for which the User is required to indemnify the Company, and the User shall not settle any such claim without the Company’s prior written consent. 18.3. The obligations under this Article shall survive the termination or expiration of this Agreement and the User’s participation in the Fractalized platform.
19. Term and Termination
19.1. This Agreement shall remain in full force and effect as long as the User holds any Tokens issued by the Company, unless otherwise terminated in accordance with the provisions set forth herein. 19.2. This Agreement shall automatically terminate upon the complete transfer, sale, or disposal of all Tokens held by the User, provided that all outstanding obligations, including compliance with applicable laws and regulatory requirements, have been fulfilled. 19.3. The Company reserves the right, at its sole discretion, to terminate this Agreement immediately, without prior notice, under the following circumstances: (a) The User violates any provision of this Agreement, including but not limited to non-compliance with KYC/AML requirements, tax obligations, or any applicable laws and regulations; (b) The User engages in any fraudulent, illegal, or prohibited activities related to their Tokens or interactions with the Company; (c) The User provides false, misleading, or incomplete information in connection with their identity verification, financial disclosures, or compliance requirements; (d) Regulatory authorities, law enforcement agencies, or legal mandates require the Company to terminate its relationship with the User; (e) The Company, in good faith, determines that the User’s continued participation poses a legal, financial, reputational, or regulatory risk. 19.4. In the event of termination under Section 8.3, the User shall forfeit any rights to pending income distributions or Sale Proceeds, unless otherwise determined by the Company in compliance with applicable laws. The Company shall not be liable for any losses, damages, or claims arising from such termination. 19.5. Termination of this Agreement shall not affect any rights, obligations, or liabilities that have accrued prior to termination, including but not limited to the Company’s rights to seek legal remedies for any breach by the User. 19.6. The Company reserves the right to modify or discontinue Token-related services, income distributions, or operations at any time. If such modifications result in the termination of this Agreement, Users shall be notified within a reasonable timeframe, subject to compliance with applicable legal and regulatory requirements.
20. Entire Agreement
20.1. This Agreement constitutes the entire understanding between the parties concerning the subject matter herein and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to such subject matter.
21. Data Privacy and Protection
21.1. The Company is committed to processing and storing the User’s personal data in full compliance with all applicable data protection laws, including, but not limited to, the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and other relevant jurisdictional laws governing data privacy. 21.2. By entering into this Agreement, the User explicitly consents to the collection, processing, and use of their personal data by the Company for the following purposes: (a) Identity verification and Know Your Customer (KYC) compliance procedures, ensuring adherence to applicable financial regulations; (b) Implementation of Anti-Money Laundering (AML) and fraud prevention protocols; (c) Financial reporting obligations and compliance with regulatory requirements; (d) Execution and fulfillment of this Agreement, including but not limited to user authentication, customer service support, and account administration; (e) Enhancement of the platform’s functionality, security, and user experience. 21.3. The Company may share the User’s personal data with third parties, including but not limited to service providers, affiliates, and regulatory authorities, where such disclosure is mandated by law or necessary for the performance of the obligations outlined in this Agreement. The Company may also transfer personal data across jurisdictions where it operates, provided that such transfers comply with applicable data protection laws and appropriate safeguards are in place. 21.4. The User retains the right to request access to, rectification of, or deletion of their personal data, subject to any applicable legal obligations that require the Company to retain such data for regulatory or compliance purposes.
22. Intellectual Property
22.1. The User acknowledges that upon purchasing a Token, they acquire ownership of the unique digital token itself but do not obtain any rights, title, or interest in the underlying intellectual property associated with the Token beyond what is explicitly granted by the Company. 22.2. The User shall not use the intellectual property linked to the Token, including but not limited to any associated images, graphics, digital content, or software, in a manner that infringes upon or violates the intellectual property rights of the Company, the original content creator, or any third party. Prohibited uses include, but are not limited to, unauthorized reproduction, modification, distribution, public display, commercialization, or sublicensing of the content associated with the Token. Any such violations may result in immediate suspension of the User’s account and may subject the User to legal action. 22.3. The Company reserves all rights to enforce its intellectual property rights and take legal action against any infringement of copyrights, trademarks, service marks, and other protected content associated with the Tokens or the Company’s platform. The Company further reserves the right to remove any content from the platform that is found to be in violation of intellectual property laws or that infringes upon the rights of the Company or any third party. 22.4. The Company makes no representations or warranties that the content linked to a Token is free from third-party intellectual property claims. The User assumes full responsibility for any disputes, claims, or liabilities arising from the use of the Token or any associated content. In the event of any claim of intellectual property infringement by a third party, the User agrees to indemnify, defend, and hold the Company harmless against any legal action, damages, or liabilities that may arise. 22.5. The User acknowledges that all trademarks, service marks, logos, and branding elements used in connection with the Company’s platform, Tokens, and related services remain the exclusive property of the Company or their respective owners. The User agrees not to use, reproduce, or modify any such trademarks without obtaining prior written consent from the Company or the applicable rights holder.
23. Governing Law and Dispute Resolution
23.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles that would require the application of the laws of another jurisdiction. 23.2. Any disputes, claims, or controversies arising from or in connection with this Agreement, including its validity, interpretation, enforcement, or termination, shall be resolved through arbitration. The arbitration shall be conducted in accordance with the rules of The London Court of International Arbitration (LCIA) by a single arbitrator appointed in accordance with such rules. The arbitration shall take place in London, and the language of the proceedings shall be English. The decision of the arbitrator shall be final and binding upon the parties, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own legal fees and costs associated with dispute resolution, except as otherwise determined by the arbitrator. 23.3. Notwithstanding Section 23.2, the Company shall have the right to seek injunctive or equitable relief in any court of competent jurisdiction to prevent or mitigate any immediate or irreparable harm arising from a breach of this Agreement by the User.
24. Interpretation and Disclaimer
Interpretation: This Agreement shall be interpreted in accordance with its plain meaning and the intent of the parties as set forth herein. The Company shall have the exclusive authority to interpret the terms and provisions of this Agreement in good faith and in a manner consistent with applicable laws and regulatory requirements. In the event of any ambiguity or uncertainty, the Company’s reasonable interpretation shall be final and binding on the User, provided such interpretation does not conflict with mandatory legal provisions. Disclaimer: 24.1. The Company explicitly disclaims any responsibility for tax, legal, or regulatory obligations that may arise for the User under their local or international laws. The User acknowledges and agrees that it is their sole responsibility to seek independent legal, tax, and financial advice to ensure compliance with all applicable laws, regulations, and reporting requirements in their jurisdiction. The Company makes no representations or warranties regarding the legal or tax implications of Token ownership, income distributions, or Sale Proceeds, and shall not be held liable for any penalties, fines, or consequences resulting from the User’s failure to fulfill such obligations. 24.2. The Company further disclaims any liability for regulatory changes, legal restrictions, or governmental actions that may impact the use, ownership, transferability, or value of Tokens. The User assumes full responsibility for assessing and understanding the legal risks associated with acquiring and holding Tokens under this Agreement.
25. Risk Acknowledgment
25.2. The User expressly acknowledges and accepts that participation in digital assets carries inherent risks, including but not limited to volatility in market prices, technological failures, cybersecurity threats, and liquidity constraints. The Company does not guarantee the future performance and value of the Tokens. The User agrees to bear all risks arising from market conditions, fluctuations in digital asset values, and any associated consequences, and waives any claims against the Company in relation thereto. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written below. Signed for and on behalf of the Company: [Authorized Representative Name] [Title] Signed by the User: [User Name]