Last updated: September 27, 2022
- PLEASE NOTE THAT YOUR USE OF OUR WEBSITE AND/OR ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO ALL OF THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE AND ACCEPT ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS OUR WEBSITE OR SERVICES IN ANY MANNER.
- ALL SERVICES, SOFTWARE, TECHNOLOGIES, SUBSCRIPTIONS (DEFINED BELOW), AND WEBSITES PROVIDED BY FAIRMINT (AND ITS LICENSORS, SUPPLIERS, AND AFFILIATES) ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND. PLEASE SEE THE WARRANTY DISCLAIMER SECTION BELOW FOR FURTHER DETAILS AND EXCLUSIONS.
- THESE TERMS CONTAIN A DISPUTE PROVISION BELOW. YOU AGREE AND UNDERSTAND THAT ANY DISPUTES SHALL BE SETTLED IN BINDING ARBITRATION. YOU ALSO AGREE AND UNDERSTAND THAT ENTERING INTO THIS AGREEMENT CONSTITUTES A WAIVER OF YOUR RIGHTS TO A TRIAL BY JURY AND PARTICIPATION IN A CLASS ACTION.
- Please read on to learn the rules and restrictions that govern access to our website located at https://www.fairmint.com (the “Site”) and all use of our products, applications, tools, technologies, software, Subscriptions (defined below), Content (defined below), Accounts (defined below), Disputes (defined below), free trials, open source documents and information, educational information, and all other features and functionalities regardless of where such is hosted or whether such is provided or controlled by Fairmint or any other third-party (collectively, the “Services”).
What are the basics of using Fairmint? 📝
- The Site and Services are only available to individuals who are at least 18 years old. You represent and warrant that you are at least 18 years old, that you are fully able and competent to enter into these Terms and that you understand all conditions herein.
- If you are accessing the Site and/or using the Services on behalf of a company or organization, you warrant and represent that you have the legal authority to bind that entity to these Terms and any other actions you take regarding our Site or Services (in which case, the references to “you” and “your” in these Terms also refer to and bind that organization or entity).
- Visitors that use our Site or Services may view “Content,” broadly defined as any text, graphics, data, charts, dashboards, articles, images, simulations, templates, documents, regulatory information or tools, educational and other information, and any other materials or features downloaded or otherwise accessible through our Site or Services.
- Visitors to the Site may sign-up to create an "Account” as an:
- (i) “Issuer” – a company or organization intending to fundraise or issue compensation by issuing compliant Digital Assets (defined below) through its own website or other forum, a process referred to as an “Offering;”
- Issuers greatly simplify their Offering and compliance needs by utilizing a “Subscription” like those found at https://www.fairmint.com/pricing.
- Subscriptions are subject to Additional Terms (defined below), including the subscription agreement that is accepted at the time of signup.
- (ii) “Investor” - a person, business, or fund that creates an Account on our Site or the website of any Issuer, giving that Investor the ability to make investments subject to the Issuer’s control and terms; or
- (iii) “Contributor” – a person that is eligible to receive compensation from an Issuer, and that creates an Account on our Site or the website of any Issuer to engage with such compensation.
How does Fairmint work? 💰
- Currently available at https://invest.fairmint.co is Fairmint’s own fundraising Offering, meaning that Investors can utilize our automated processes to verify their identity and credentials and invest in Fairmint at any time! 😉 Investors receive Digital Assets on the Ethereum (or Optimism) blockchain that embody the rights of their investment. In this instance, we are acting as an Issuer of our own Offering, and we also use our own Services to compensate our team (Contributors) with stock options and Community RSUs!
- Issuers apart from Fairmint utilize a Subscription to conduct their own Offerings via their own website or other forum, and subject to their sole control and terms. Subscriptions allow Issuers to simplify their Offering in a multitude of ways, providing tools to help streamline compliance and management needs
- Do note that other Issuers are not affiliated with Fairmint in any way, and their Offerings are completely independent from Fairmint in all respects. We do not endorse, review, warrant or guarantee any information or Offering from an issuer other than Fairmint. Your only remedies related to an Offering are against such Issuer, and you hereby waive Fairmint from any and all liability related to an Issuer other than Fairmint, in addition to all terms discussed below in the Warranty Disclaimer and Limitation of Liability sections.
- Fairmint never acts as a broker-dealer, exchange, funding portal, underwriter, intermediary, transfer agent, custodian, or any other entity specially registered with U.S. regulatory agencies. Subscriptions provide Issuers with software integrations that they utilize and control to make the process of conducting compliant Offerings more efficient and easier than ever before, just like the many other software packages companies use to build and provide their website!
- Subscriptions help Issuers simplify their offering in several ways including:
- Providing access to open-source legal documents like the Community Safe and Community Shares agreements, making it faster to prepare an Offering pursuant to Regulation D and/or Regulation S.
- Providing a Community Incentive Compensation Plan for utilizing stock options and/or Community RSUs for compensating Contributors and employees pursuant to rule 701.
- Completely automating the investment process including identity verification consistent with KYC/KYB requirements, AML screenings, accreditation verification (when required), contract creation and signature, transfer of funds, and issuance of Digital Assets embodying the investor’s rights.
- Providing digital tools to develop and display the necessary risks and disclosures, manage and file federal and state regulatory filings, and impose mandatory lockup periods, among other compliance needs.
- Powering an Issuer’s own website to accept investments and mint compliant digital securities on a public blockchain embodying the Investor’s rights in the organization using the Issuer’s own $ticker like Fairmint’s $FAIR token (“Digital Assets”).
- Providing several dashboards, features, and software tools to manage your cap table, stakeholders, equity allocations, fundraising, employee equity compensation, and other governance needs.
- Plus lots more!
- Any investment in Fairmint or other Issuers is intended for Investors who are legally eligible, sophisticated enough to protect their own interests, have reviewed the risks and disclosures associated with such Offering (in addition to any specific terms and other information identified in the Offering’s legal documentation), and can tolerate the risk of capital loss.
- Checkout our Education Center for additional information about how Fairmint works (https://education.fairmint.com/en/).
What can Fairmint be used for? ⁉️
- Fairmint makes the dream of community ownership real by providing the tools needed to give your community and stakeholders real equity as investors, employees, and qualifying service providers.
- Issuers are currently using Subscriptions to conduct compliant Offerings, issuing securities and Digital Assets pursuant to the following SEC registration exemptions: Regulation D (506(b) and 506(c)) and Regulation S for non-US investors.
- Issuers are also currently compensating Contributors with equity and Digital Assets, compliant with Rule 701, in the form of stock options and Community RSUs.
- Checkout our Education Center for additional information about how Fairmint works (https://education.fairmint.com/en/).
What conditions apply to using Fairmint? ⚠️
Without limiting any other conditions, restrictions, language, or risks mentioned throughout these Terms, you acknowledge and consent to all of the following:
- Fairmint and our Site, including all Services, can only be used for lawful purposes in full accordance with these Terms and all applicable laws and regulations.
- You alone are fully responsible for all Content you contribute in any manner. You represent and warrant you have all rights related to any uploaded Content, and that your contributions will not violate the rights of any other party or any applicable law.
- You agree to abide by all privacy, copyright, trademark, and intellectual property laws and regulations in using the Site and Services in all jurisdictions that apply to you.
- If your use of the Services is prohibited by applicable laws or regulations, then you aren’t authorized to use the Services. If permits, licenses, registrations, filings, or other compliance measures are required for you to legally use the Services, you must first obtain those prior to such use. We can’t and won’t be responsible for your use of the Services in a way that breaks any law or regulation, and you alone bear all such liability and risk.
- You cannot have any expectation, except with respect to Fairmint’s own Offering, that Fairmint evaluates, confirms, endorses, or otherwise stands behind any Content or information provided by any Account. Fairmint cannot guarantee the accuracy or completeness of any Content or information provided by another.
- Except for our own Offering, you agree and acknowledge in each instance that Fairmint is not an agent or otherwise a responsible entity for any matter whatsoever with respect to any investment between an Investor and an Issuer. Fairmint shall not be held liable to any party for any costs or damages arising out of or related to such transaction.
- Unless otherwise required by law, Fairmint retains sole discretion to reject or accept any application from any person or organization to participate with an Account, for any reason or for no reason.
- Fairmint will never provide legal, accounting, tax, or investment advice, and no information or Content provided to you by Fairmint, its staff or its affiliates, can be so construed. No actions you take regarding our Site or Services will create an attorney-client relationship or other professional relationship or fiduciary duty between you and Fairmint beyond any terms expressly agreed to pursuant to an investment or Subscription.
- You will keep all your registration and Account information accurate, complete, and updated. You are responsible for all your activity in connection with the Services, and it is your duty to update any Content or information that changes.
- You may not treat any email or other Content or information you receive as a representation by Fairmint of any kind on which you should rely.
- The Site and all Services, including any Subscription, may be unavailable, suspended, or terminated at any time for any reason or for no reason, which may limit your access to your Account and Digital Assets. Delays may cause your Digital Assets to diminish in value. In the unlikely event of prolonged unavailability, please follow the steps discussed below to get your Private Key File (defined below).
- Digital Assets issued pursuant to an Offering may have certain regulatory restrictions regarding the resale and transfer of those assets. Subject to the Issuer’s sole control, the technologies used to issue and transfer such assets, including but not limited to the relevant smart contracts and blockchain networks, may restrict the transfer or sale of those Digital Assets to help the Issuer stay compliant with the applicable laws and regulations. The restrictions imposed by the smart contracts may include, but are not limited to, forbidding transfers to parties that are sanctioned or otherwise prohibited from purchasing due to anti-money laundering rules; forbidding transfers to wallets that have not completed KYC measures with the Issuer; forbidding transfers to wallets that have not verified they are an accredited investor (when required); forbidding transfers to wallets held by parties in prohibited countries as determined by the Issuer; forbidding transfers before the required lockup period expires; forbidding transfers if the Issuer pauses transfers at their sole discretion; and, forbidding transfers if the transfer would cause the Issuer to exceed the maximum number of investors allowed before needing to register under the Securities Exchange Act of 1934, among other manual, automated, or programmatic restrictions the Issuer may design and utilize.
- Fairmint has no control over, and assumes no responsibility for, the Content, accuracy, information, features, functionalities, Offerings, policies, practices, or opinions expressed on any third-party websites or by any third party that you interact with when using our Services. In addition, Fairmint will not and cannot monitor, verify, censor, or edit the Content or information of any third-party website or Offering.
- All third-party goods, Offerings, information, and Content publicly posted or privately transmitted or made available by the Services or Site is the sole responsibility of the person from whom such originated. You obtain and access such Content, Services, and Offerings at your own risk, subject to all additional terms that may be imposed by an Issuer or other third-party.
- We can’t guarantee the identity of any users with whom you interact in using the Services, and we are not responsible for which users gain access to the Services.
- Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, disclosures, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.
- If there is a dispute between participants of the Services, or between users and any third party, you agree that Fairmint is under no obligation to become involved.
- If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
- As discussed more fully in the Warranty Disclaimer and Limitation of Liability sections of these Terms below, and without limiting the language therein, you alone bear the full responsibility, risk, and liability for your use of our Site and Services, including any related features or functionalities. It is solely your responsibility to ensure compliance with all laws and regulations that may apply to you. Fairmint will never be liable for your or another’s violations of any applicable laws or regulations. You expressly waive and release Fairmint from all liability, claims, causes of action, and damages arising from or in any way related to the Site, Services, Content, Subscriptions, Digital Assets, Accounts, Offerings, Issuers, and all related features and functionalities. We aren’t liable for any errors or omissions or for any damages or loss you might suffer in connection with any third-party, and we cannot verify the accuracy or completeness of any information or service provided by a third-party.
What can Fairmint NOT be used for? ❌
- Taking any action that violates any law, regulation, or other rule in any applicable jurisdiction, including but not limited to, securities laws, commodities laws, anti-money laundering and anti-terrorist financing laws, applicable export control laws, and any related rules or regulations.
- Starting or continuing an Offering that is not compliant with all applicable laws and regulations.
- Fundraising, investing, compensating Contributors, or transacting in ways that are illegal or assist illegal activities.
- Infringing or violating any contract, intellectual property rights, or any other rights of anyone else (including Fairmint).
- Harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, libelous, vulgar, hateful, threatening, discriminatory, or otherwise objectionable actions or Content.
- Encouraging, assisting, or inducing any third party to engage in activities prohibited under these Terms, another applicable agreement, or any law or regulation.
- Misrepresenting any fact or other information.
- Committing a tort or civil offense.
- Using the site in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Site and Services, including uses that could damage, disable, overburden, or impair the functioning of the Site or Services in any manner.
- Actions that jeopardize the security of your Account or the Account of anyone else.
- Allowing someone else to log in to or access your Account.
- Attempting to circumvent any security measures that we employ on the Site or Services, or attempting to access any Service or area of the Site you are not authorized to access or use.
- Using any robot, spider, crawler, scraper, or other automated or manual means or interface not provided or authorized by us to access the Site, Services, or Content.
- Introducing malware, viruses, trojan horses, worms, logic bombs, drop-dead devices, backdoors, shutdown mechanisms, DDoS attacks, or anything else that could be harm to the Site, Services, or Content.
- Attempting, in any manner, to obtain the Account, email, security details, or other information from any Account other than your own.
- Violating the security of any computer network or cracking any security encryption codes or other security measures.
- Decompiling, reverse engineering, or otherwise attempting to obtain the source code or underlying ideas or information relating to the Services.
- You can only use the Services for your own internal, personal, or business use, and not on behalf of, or for the benefit of, any other third-party, and only in a manner that complies with all laws that apply.
- You can’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize, or otherwise exploit for any purpose any Content or Services not owned by you, except for legitimate uses in connection with an active Subscription subject to the applicable Additional Terms (defined below).
- Recording, processing, or mining information, data, or Content.
- Except with respect to software that has been publicly released pursuant to open-source licenses, you can’t modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, or otherwise exploit the Content, Services, or Site.
- A violation of any of the foregoing is grounds for termination of your right to use or access the Site and Services.
Do the Services cost? 💸
- It is free to sign-up as an Investor and Contributor, but you may incur payment processing or network fees that arise at the time of a transaction.
- Issuers utilizing one of the Subscriptions listed at https://www.fairmint.com/pricing pay the fees and costs outlined on that webpage and in the applicable Additional Terms (defined below) such as the subscription agreement that is accepted upon registration. There may be free trials available from time to time for certain Subscription plans.
- We reserve the right to change any fees, free trials, Subscriptions, and any other features or functionalities, including the pricing or availability of such Services. We will notify you before a change in the cost of any Services you are using, and if you wish to continue using such Services you must pay all applicable fees and costs for such Services.
What about my privacy? 🔎
What about Intellectual Property? 🖼
- Fairmint and Fairmint’s licensors and affiliates retain and own all right, title and interest and all intellectual property rights as it relates to our Services, technologies, confidential information, and data, and all enhancements or improvements to, or derivative works of any of the foregoing created or developed by or on behalf of Fairmint (collectively, "Fairmint Intellectual Property"). Nothing in these Terms transfers or conveys to Customer any ownership interest in or to the Fairmint Intellectual Property.
- Except for the Content you upload and certain limited rights granted pursuant to an Offering or Subscription, you acknowledge that you have no right, title, license, or interest in or to the Content, information, data, Services, or materials displayed or available on or through our Site or Services, including intellectual property of all kinds. For any Offering hosted by Fairmint or any other Issuer using a Subscription, you shall not use related Content for any purpose other than assessing the Offering, and you obtain no rights thereto by nature of being an Investor or Contributor pursuant to such Offering.
- If you are a copyright or trademark owner or an owner's agent and find any Content on the Sites or Services that you believe infringes upon your rights, you may submit a notification with the following information in writing: (i) A signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the protected work(s) claimed to have been infringed; (iii) Identification of the material that is claimed to be infringing and information reasonably sufficient to permit Fairmint to locate the material; (iv) Your contact information, including an address, telephone number and an e-mail address; (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) under the penalty of perjury, a statement that the information in the notification is accurate and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. You acknowledge that if you fail to comply with all the requirements of this section, your notice may not be valid.
How do Accounts and Wallets Work? 👜🪙
- Prior to gaining access to certain Services, Fairmint will require you to set up an Account with your email address (“Email”) as set forth in the Account registration procedures posted on the Site. You must have the legal rights to use the Email and information that you provide, and you must provide your own identity and not that of another.
- The only people who are authorized to create an Account are Contributors and prospective Investors themselves, and authorized representatives of Issuers.
- Upon registration, your Account will automatically be affiliated with a newly created digital-asset wallet, and you will also have the opportunity to connect and use your own digital-asset wallet like a Metamask or Coinbase Wallet (both automatically created and self-connected wallets, a “Wallet”). Any Wallet used must be compatible with transactions in virtual currencies, cryptographic assets, and other Digital Assets using the Blockchain (defined below) utilized by the Issuer.
- “Blockchain” refers to a distributed ledger technology, maintained by a network of computers, that records all transactions of Digital Assets in theoretically unchangeable data packages known as blocks, each of which are timestamped to reference the previous block, so that the blocks are linked in a chain that evidences the entire history of transactions of the Digital Asset.
- When creating an Account, a Wallet is automatically created, meaning a cryptographic private and public key pair is generated. The private and public key pair together evidence ownership/possession of a Wallet that enables you to send and receive Digital Assets via the relevant Blockchain network. The public key is visible to all participants in a Blockchain’s network. The private key must be used to transact the Digital Assets represented by the corresponding public key. Fairmint does not store, manage, or control your private key in any way. Subscriptions provide connections to secure third parties (like Magic) whereby their proprietary technology encrypts your private key in a process designed to help ensure its security and confidentiality. You may obtain your Private Key File (defined below) by following the procedures discussed below in the section titled: What if I want to stop using the Services?
- You alone bear the full responsibility and liability for security and safeguarding any applicable password, Email, login link or code, two-factor authentication, private key or Private Key File, seed phrase, or any other information or data necessary to safeguard, access, and use your Wallet or Digital Assets, regardless of who is at fault, and subject to the Warranty Disclaimer and Limitation of Liability sections of these Terms.
- You agree to comply with the procedures specified by Fairmint from time to time regarding obtaining and updating Emails and Accounts, as well as any procedures with respect to your Wallet or Digital Assets.
- Fairmint’s software may also offer two-factor authentication to assist if you are locked out of your account, and if you choose to participate, you may need to provide additional information.
- You agree to ensure that you will use your best efforts to prevent any third-party from obtaining your Email, Account, login links or codes, two-factor authentication methods, private key, and all other information related to your use of our Services.
- Accounts are subject to cancellation or suspension by Fairmint at any time for any reason or for no reason. Fairmint may take these steps due to misuse of any Account, Digital Assets, or Wallets, upon the reissuance or reactivation of any Account, or for any other legal or other reason that Fairmint determines in its sole discretion.
- When you request to make a transfer of Digital Assets, in order to authorize such transfer, you may be required to either (1) verify your Account, or (2) make use of another service or feature relying on your Wallet’s functionalities (each of the foregoing, a “Transfer Authorization”). Our Services will only initiate a transfer after receipt of the Transfer Authorization. Our Services are entitled to rely on the Transfer Authorization and have no duty to inquire into or investigate the validity or accuracy of any Transfer Authorization.
- You must let Fairmint know immediately if your Account, Email, Digital Assets, private key, or Wallet has been stolen or otherwise compromised by contacting us at email@example.com.
Your Assumption of Risk. ⚠️
Without limiting any other conditions, prohibitions, rights, restrictions, language, or risks mentioned throughout these Terms or elsewhere, you acknowledge that, in addition to other risks not mentioned herein, you are assuming the following risks:
- Any transaction in Digital Assets must be confirmed and recorded on a Blockchain associated with the relevant Digital Asset.
- Fairmint nor any Issuer has control over any Blockchain and therefore cannot and does not ensure that any transaction details you submit via the Services will be confirmed or accurate on the relevant Blockchain. We do not have the ability to facilitate, cancel, or modify any requests.
- The transaction details you submit via the Services may not be completed, may be substantially delayed, or may contain errors. You alone assume all risk, liability, and responsibility in the event of any unintended results, subject to the Warranty Disclaimer and Limitation of Liability sections of these Terms.
- Once transaction details have been submitted to a Blockchain, neither Fairmint nor the applicable Issuer can assist you to cancel or otherwise modify your transaction or transaction details.
- There is no guarantee as to the security of any Blockchain. Certain known risks include hacks, double spending, stolen Digital Assets, or any other attacks on a Blockchain, frontend website, or Wallets, including, but not limited to, majority attacks in which a party with sufficient network power is able to control and manipulate the records of a Blockchain.
- There is no guarantee as to the functionality of any Blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions that are unfavorable to certain Digital Assets or Wallets. You acknowledge and accept that the protocols governing the operation of a Blockchain may be subject to sudden changes in operating rules which may materially alter the Blockchain and affect the value and function of Accounts, Wallets, or Digital Assets.
- There are other risks regarding fundamental advancements in cryptography and computing which could render inoperative the current cryptography algorithms utilized by a Blockchain supporting a specific Digital Asset.
- You take responsibility for all activities that occur related to your Wallet and accept all risks of any authorized or unauthorized access to your Wallet, Email, Account, and Digital Assets, to the maximum extent permitted by law.
- Fairmint is not a custodian, and has no control or influencer over your Digital Assets or your Wallet. Fairmint cannot assist you with recovering Digital Assets, and we may not be able to assist you with recovering access to your Wallet if it is compromised.
- There are no guarantees as to the security of Magic or any other Wallet provider, and we are not liable for any hacks or issues with Magic, Wallets, or any other third parties that we or you may incorporate or utilize.
- There may be hacks or malicious attempts or phishing scams to obtain access to your Wallet via your security code, login link or code, Account, Email, Digital Assets, or any other point of access to your Wallet, Digital Assets, or money. You alone are responsible for ensuring that you do not provide your Email or other Account information to any other person or entity.
- Digital Assets are an emerging asset class. Except as otherwise set forth in writing here or pursuant to Offering documents, Fairmint makes no warranties, guarantees, assurances, or recommendations as to the markets or mechanisms in which Digital Assets are created, purchased, and traded.
- The application of existing legal and regulatory requirements to Digital Assets and markets for Digital Assets is developing and evolving. Fairmint may make changes concerning the application of existing and new legal and regulatory requirements to any Services. Existing laws or regulations may change at any time and cause negative impact to the Site, Services, Accounts, Wallets, Digital Assets, Subscriptions, and other things too.
- Except as otherwise set forth in writing here or pursuant to Offering documents, there are no warranties or guarantees that a transfer, purchase, or sale initiated on or through the Services will successfully transfer title or right in any Digital Asset.
- Fairmint is not currently registered or licensed with any federal or state regulatory agency, except for the State of Delaware where we are incorporated, thus we are not subject to the examination or reporting requirements of any such securities, commodities, or financial agencies or regulators.
- You are solely responsible for any illegal activity or illicit use of Digital Assets or money contained in your Wallet, or for any illegal transfers requested or authorized.
- Digital Assets owned by Investors and Contributors are often subject to restrictions on resale and transfer. These restrictions, including any mechanisms used to enforce these restrictions, may cause unexpected loss in asset value, lack of liquidity or market value, and lack of tradeability or transferability. Digital Asset holders bear the full risk, responsibility, and liability that their assets will have any meaningful value at any time.
- Our Services contain novel ideas and may be subject to bugs, hacks, malfunctions, losses in liquidity or value, disruptions, stoppages, incorrect or misleading inferences, and other issues that could impact the system or assets thereof. You bear full risk and liability for engaging with these innovative features and functionalities. Fairmint will never be liable for any losses, damages, or claims that arise as a result of any user’s exposure to or use of our Services, as discussed more fully in the Warranty Disclaimer and Limitation of Liability sections of these Terms.
- Certain features, open-source documents, and other Services utilized by Fairmint are novel and have not been fully tested in court. You acknowledge this and accept all risk and liability in the event that any Services offered by Fairmint are deemed not in compliance with any laws or regulations.
- You should avoid accessing your Account and Email from a public or shared computer so that others are not able to view or record your Account or other personal information.
- The Content, information, and materials on the Site or offered through the Services may contain errors or inaccuracies. Any dated information is published as of its date only, and Fairmint does not undertake any obligation or responsibility to correct, update, or amend any such information.
- The Digital Assets offered on our Site or via other Issuers are suitable only for prospective investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. Securities and Digital Assets sold through the Site and Services are not publicly traded and, therefore, are illiquid. Depending on the type of Offering, securities and Digital Assets may be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investments and Digital Assets are not FDIC insured, may lose value, and are not guaranteed by any bank or other person, business, or entity.
- Certain Digital Assets may not be registered under the Securities Act or under any state securities laws. Users must read each Issuer’s Offering materials and transaction documents for more information, and you should discuss any questions with each Issuer directly prior to investing. No assurance can be given that any Offering or Digital Asset currently qualifies, or will continue to qualify, under one or more of such registration exemptions. No governmental agency has reviewed the Offerings that appear on our Site or that utilize our Services, and no state or federal agency has passed upon either the adequacy or the fairness of the terms of any Offering. The exemptions relied upon for Offerings are significantly dependent upon several factors in connection with an Offering. If any disclosures or representations prove to be untrue or incomplete, the registration exemptions relied upon by an Issuer in selling securities and/or Digital Assets might not be available, thus substantial liability to such Issuer could result under applicable securities laws and regulations. These risks are non-exhaustive and are only intended to highlight certain risks associated with investing in securities that are not registered with the SEC, and you should do your own research and inquiry with a professional to confirm whether all applicable requirements have been met.
- WE STRONGLY ENCOURAGE YOU TO CONSULT WITH LEGAL, TAX, AND FINANCIAL PROFESSIONALS BEFORE INVESTING OR CONDUCTING AN OFFERING. YOU SHOULD CAREFULLY REVIEW ALL THE RISKS AND DISCLOSURES AND LANGUAGE PROVIDED AS PART OF ANY OFFERING OR SERVICE AND ASK ANY QUESTIONS YOU MAY HAVE INCLUDING REQUESTING ADDITIONAL INFORMATION.
Will things ever change or be terminated? ⛓
- We reserve the right, at our sole discretion and without prior notice, to modify or change these Terms, to change the Site, Services, or Content, to stop providing the Site or Services, to create usage limits for the Site or Services, or to change, improve, or correct any information, materials, functionality, features, or descriptions at any time for any reason or no reason.
- We may permanently or temporarily terminate or suspend your access to the Site and Services without notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of these Terms or any applicable law or regulation. We will not be responsible or liable for any issues that arise due to your lack of access to the Site or Services.
- You are solely responsible for checking these Terms periodically for changes, and in the event of changes we may attempt to bring these changes to your attention by email, by forcing you to accept the updated Terms upon your next login, and/or by some other means. Failure to receive any notice regarding changes shall not impact the effectiveness of any changes, which will be deemed binding at the time of update regardless of if notice was actually given or received.
- If you don’t agree with any updates or changes we make, you are free to reject them; unfortunately, that means you will no longer be able to use the Site or Services. If you use the Site or Services in any way after a change, that means you accept all changes without limitation.
- Except for changes by Fairmint as described in these Terms, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and Fairmint.
- You agree that Fairmint and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension, or discontinuance of the Site or any Services.
What if I want to stop using the Services? 🛑
- You’re free to stop using Fairmint at any time.
- If you would like to export the contents of your automatically created Wallet, you may submit a request from your Account after logging in. Upon receipt of such a request, you will be provided a downloadable file of your private key (the “Private Key File”). Once you request access your Private Key File: (i) the Services will no longer provide access to the Wallet or Digital Assets of the exported Wallet; (ii) you will not be able to re-import your Private Key File or such corresponding Wallet to your Account; and (iii) a new Wallet or new private key will be generated for your Account, so you may still use your Account if you would like to use the Services again.
- FAIRMINT HEREBY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO SUCH PRIVATE KEY, WALLET, AND ANY DIGITAL ASSETS THAT WERE CONTAINED IN YOUR WALLET. YOU ALONE WILL BE RESPONSIBLE FOR KEEPING SUCH PRIVATE KEY, WALLET, AND DIGITAL ASSETS SECURE. IF YOU LOSE ACCESS TO YOUR PRIVATE KEY, YOU ACKNOWLEDGE AND AGREE THAT FAIRMINT HAS NO ABILITY TO ASSIST YOU IN RETRIEVING THAT PRIVATE KEY, WALLET, AND ANY DIGITAL ASSETS YOU HAVE ASSOCIATED WITH THAT PRIVATE KEY OR WALLET MAY BECOME PERMANENTLY INACCESSIBLE. FAIRMINT SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER WITH RESPECT TO ANY OF THE FOREGOING.
- Fairmint is also free to terminate (or suspend access to) your use of the Services for any reason in our sole discretion, or for no reason, including for any violation of these Terms or any applicable law. Fairmint has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms, or any other law or regulation, as it relates to your use and access of our Site and Services.
Warranty Disclaimer. ❗️
- THE SITE AND ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, NEITHER EXPRESS NOR IMPLIED, AND WITH NO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE CANNOT GUARANTEE THAT YOUR USE OF THE SERVICES OR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SECURITY AND TRANSMISSION OF INFORMATION, CONTENT, MONEY, DIGITAL ASSETS, AND DATA THROUGH THE SERVICES WILL BE ERROR-FREE OR WITHOUT DEFECTS. Some states do not allow limitations on how long an implied warranty lasts, so some of these limitations may not apply to you.
- Neither Fairmint nor its licensors, suppliers, or utilized third parties make any representations, guarantees, or warranties concerning any Content, features, functionalities, software, Subscription, data, Wallet, Account, Digital Asset, or information contained on or accessed through the Site or any Services. Fairmint will not be responsible or liable for the accuracy, compliance, legality, completeness, or decency of material contained on or accessed through the Site or Services, provided that this disclaimer shall not limit our liability pursuant to applicable securities laws or other regulatory rules related to our own Offering for our own securities. We (and our licensors, suppliers, and utilized third parties) make no representations, warranties, suggestions, solicitations, or recommendations related to anything offered or purchased through the Site or any implementation of our Services.
Limitation of Liability. 🚫
- TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL FAIRMINT (OR ITS LICENSORS OR AFFILIATES) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION; (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $1,000 OR (II) THE AMOUNTS PAID BY YOU TO FAIRMINT IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM; OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTIONS TAKEN BY OTHER ISSUERS OR USERS OF FAIRMINT.
- Fairmint shall not be liable for any action taken or not taken by us pursuant to, or in connection with, these Terms, the Site, or any Services, except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that Fairmint’s gross negligence or willful misconduct was the direct cause of any loss to you, subject to all limitations set forth below and elsewhere in these Terms.
- Fairmint shall be under no obligation to inquire into, and shall not be liable for, any damages, other liabilities, or harm to any person or entity relating to: (i) the ownership, validity, or genuineness of any Digital Asset or Wallet or the rights thereof; (ii) the collectability, insurability, effectiveness, marketability, legitimacy, transferability, or suitability of any Digital Asset or Wallet; (iii) losses, delays, failures, errors, interruptions or loss of data or value occurring directly or indirectly by reason of circumstances beyond its control, including without limitation: acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; Blockchain defects and changes; insurrection; elements of nature; or non-performance by a third party; (iv) the compliance of any individual or entity; or (v) the identity, credentials, and legitimacy of another individual or entity.
- Some states do not allow the exclusion or limitation of certain damages, so the above limitations and exclusions may not apply to you to the extent required by law.
- To the fullest extent allowed by applicable law, you agree to indemnify and hold Fairmint, its affiliates, licensors, suppliers, officers, agents, employees, contractors, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses, including attorneys’ fees) arising from, or in any way related to, any third-party claims relating to: (i) your use of the Site and any Services (including any actions taken by a third-party using your Account); (ii) your violation of these Terms; or (iii) your violation or any law or regulation.
- In the event of such a claim, suit, or action against us (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your Account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
- You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, including any Services, Subscriptions, Offerings, Wallets, and Accounts, in any way (by operation of law or otherwise) without Fairmint’s prior written consent. We may transfer, assign, or delegate these Terms and any our rights and obligations at any time without your consent or notice at any time.
Disputes & Arbitration. 👩⚖️
- Waiver of Class Actions & Trial by Jury
- YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND FAIRMINT ARE EACH WAIVING ALL RIGHTS TO TRIAL BY JURY, AND ALL RIGHTS TO PARTICIPATE IN A CLASS ACTION OF ANY KIND.
- YOU WAIVE ALL RIGHTS TO CLASS ARBITRATIONS AND CLASS ACTIONS. CLASS ACTIONS OF ANY KIND ARE NOT PERMITTED. ANY DISPUTE UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS.
- Pre-Dispute Arbitration Clause
- To expedite resolution and control the cost of any disputes, you and Fairmint agree to first attempt to negotiate any issue arising from or relating to these Terms, the Site, and any Services (a “Dispute”) informally for at least thirty (30) days before initiating any arbitration or court proceeding.
- Such informal negotiations commence upon written notice from one person to the other. You will send your notice to:
Attn: Arbitration Division
8 The Green
Dover, DE 19901 (USA)
- By your consent to these Terms, you acknowledge that you can locate this pre-dispute arbitration clause, or that you have received a copy of this pre-dispute arbitration clause by or through your access to the Site or Services.
- If you and Fairmint are unable to resolve a Dispute through the pre-arbitration negotiations provided herein, any and all Disputes shall be finally settled in Hartford County, Connecticut, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
- The arbitrator(s) shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance. You and we agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive.
- Without limiting these obligations to arbitrate Disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. Further and except as otherwise provided in these Terms, you and Fairmint may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction.
- All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award.
- All such controversies, claims, or Disputes shall be settled via arbitration consistent with these Terms in lieu of any action at law or equity.
Choice of Law ⚖️
- These Terms and any Disputes will be governed by, and construed under, the laws of the State of Delaware, without regard to the conflicts of law provisions.
- For all purposes, the parties’ consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Hartford County, Connecticut, or the District of Connecticut.
Reporting Suspected Vulnerabilities. 🙅♂️
- You should report any vulnerabilities or security concerns that arise regarding our user-facing interfaces, APIs, the Site, any Services, Accounts, Wallets, Digital Assets, Emails, private keys, Subscriptions, infrastructure, and architecture, among any other issues or concerns. Please report any concerns to firstname.lastname@example.org.
- You will be responsible for paying, withholding, filing, and reporting all taxes, duties, liens, and other governmental assessments or fees associated with your activity in connection with an Offering or your use of our Services, provided that Fairmint may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.
- The failure of us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights.
- If any provision of these Terms is found to be unenforceable or invalid, that provision will be reconstrued to have as close of an effect as initially intended, if allowable, and if not allowable then such term shall be limited or eliminated to the minimum extent necessary so that all other conditions remain in full force and effect.
- Except as otherwise set forth in these Terms, any Additional Term (defined below), or pursuant a separate transaction or contract subject to its own terms or agreement, you and Fairmint agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Fairmint, and that it supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms.
- You hereby acknowledge and agree that you are not an employee, agent, partner, contractor, or joint venture of Fairmint, and you do not have any authority of any kind to bind Fairmint in any way whatsoever.
- Without limiting the foregoing, you may at times be subject to other terms setting forth additional conditions and rights that apply to an Offering, Subscription, feature, product, benefit, document, or function of our Site or Services (“Additional Terms”). Any Additional Terms that you accept are incorporated by reference into these Terms. Any Additional Terms are generally intended to be supplemental to these Terms, but to the extent of an express conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise and/or unless otherwise prohibited by law.
- The headers, format, indentations, emojis, and spacing of these Terms are for reference purposes only and shall NOT affect in any way the meaning or interpretation of these Terms.
Third Party Beneficiaries. 👨👩👦
- You and Fairmint agree there shall be no third-party beneficiaries to these Terms.
Statute of Limitations. 🗑
E-Signature and E-Delivery Disclosures (Electronic Signature (E-Sign) and Uniform Electronic Transactions Act (UETA)). ✍️
- THIS E DISCLOSURE AND CONSENT IS PROVIDED IN COMPLIANCE WITH THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT, 15 USC §7001, ET SEQ. (“E-SIGN ACT”) AND THE UNIFORM ELECTRONIC TRANSACTIONS ACT, AS ADOPTED BY THE VARIOUS STATES.
- BY USING THE SITE OR OUR SERVICES, VISITORS AND USERS THEREBY AGREE TO THESE TERMS IN THEIR ENTIRETY, WHICH MAY BE AMENDED FROM TIME TO TIME WITH OR WITHOUT NOTICE.
- AGREEMENTS GOVERNING SPECIFIC TRANSACTIONS AND ACTIVITIES ON THE SITE OR USING OUR SERVICES ARE TYPICALLY AGREED TO VIA ELECTRONIC SIGNATURES, EVIDENCED BY THE RELEVANT PARTIES SELECTING "ACCEPT" OR “AGREE” BUTTONS, OR CONFIRMING VIA OTHER FORMS OF ELECTRONIC COMMUNICATION (“ELECTRONIC SIGNATURE”).
- YOU AGREE YOUR ‘ELECTRONIC SIGNATURE' IS THE LEGAL EQUIVALENT OF YOUR MANUAL/HANDWRITTEN SIGNATURE. BY SELECTING "I ACCEPT" OR “I AGREE” USING ANY DEVICE, MEANS, OR ACTION, YOU CONSENT TO THE LEGALLY BINDING TERMS AND CONDITIONS OF THE RELEVANT AGREEMENT.
- YOU ALSO AGREE THAT NO CERTIFICATION AUTHORITY OR OTHER THIRD-PARTY VERIFICATION IS NECESSARY TO VALIDATE YOUR ‘ELECTRONIC SIGNATURE,’ AND THAT THE LACK OF SUCH CERTIFICATION OR THIRD-PARTY VERIFICATION WILL NOT IN ANY WAY AFFECT THE LEGITIMACY OR ENFORCEABILITY OF YOUR ‘ELECTRONIC SIGNATURE’ OR THE RELEVANT AGREEMENT.
- YOU HAVE THE RIGHT TO WITHDRAW YOUR CONSENT AT ANY TIME. TO WITHDRAW CONSENT, YOU MAY SEND A WRITTEN REQUEST BY E-MAILING LEGAL@FAIRMINT.CO. IF CONSENT IS WITHDRAWN, FAIRMINT RESERVES THE RIGHT TO DISCONTINUE YOUR ACCESS TO THE SITE AND ANY SERVICES, ACCOUNT, SUBSCRIPTIONS, AND CONTENT, AND TO TERMINATE ANY AND ALL AGREEMENTS WITH YOU OR OTHER PARTIES HOSTED ON THE SITE, AND TO CHARGE YOU ADDITIONAL FEES FOR PAPER COPIES.
- AFTER YOU CONSENT TO PROVIDE YOUR SIGNATURE ELECTRONICALLY, IF YOU WOULD LIKE A PAPER COPY OF AN ‘ELECTRONIC SIGNATURE,’ YOU MAY REQUEST A COPY WITHIN ONE HUNDRED EIGHTY (180) DAYS OF THE ‘ELECTRONIC SIGNATURE’ BY CONTACTING FAIRMINT AT LEGAL@FAIRMINT.CO. FAIRMINT WILL SEND YOUR PAPER COPY TO YOU BY U.S. MAIL. IN ORDER FOR FAIRMINT TO SEND PAPER COPIES TO YOU, YOU MUST HAVE A CURRENT STREET ADDRESS ON FILE WITH YOUR ACCOUNT AS YOUR PRIMARY MAILING ADDRESS. IF YOU REQUEST PAPER COPIES, YOU UNDERSTAND AND AGREE THAT FAIRMINT MAY CHARGE YOU A PAPER COMMUNICATIONS FEE FOR EACH COMMUNICATION AT THE CURRENT RATE DETERMINED BY FAIRMINT.
- CONSENT TO ELECTRONIC DELIVERY. AS A USER OF OUR SITE OR SERVICES, YOU SPECIFICALLY AGREE TO RECEIVE, OBTAIN, AND/OR SUBMIT ANY AND ALL DOCUMENTS AND INFORMATION ELECTRONICALLY. THESE DOCUMENTS AND INFORMATION WILL BE COLLECTIVELY KNOWN AS "ELECTRONIC COMMUNICATIONS," AND WILL INCLUDE, BUT NOT BE LIMITED TO, ANY AND ALL CURRENT AND FUTURE REQUIRED NOTICES AND/OR DISCLOSURES, AND ALL RELEVANT AGREEMENTS RELATING TO YOUR ACTIVITIES ON THE SITE.
- YOU ACCEPT ‘ELECTRONIC COMMUNICATIONS’ PROVIDED VIA EMAIL AS REASONABLE AND PROPER NOTICE FOR THE PURPOSE OF FULFILLING ANY AND ALL RULES AND REGULATIONS, AND AGREE THAT SUCH ‘ELECTRONIC COMMUNICATIONS’ FULLY SATISFY ANY REQUIREMENT THAT COMMUNICATIONS BE PROVIDED TO YOU IN WRITING OR IN A FORM THAT YOU MAY KEEP. AS A USER OF OUR SITE OR SERVICES, YOU ARE RESPONSIBLE FOR KEEPING YOUR PRIMARY EMAIL ADDRESS ON FILE WITH FAIRMINT UP TO DATE, SO THAT FAIRMINT CAN COMMUNICATE WITH YOU ELECTRONICALLY. YOU UNDERSTAND AND AGREE THAT IF FAIRMINT SENDS YOU AN ‘ELECTRONIC COMMUNICATION,’ BUT YOU DO NOT RECEIVE IT BECAUSE YOUR PRIMARY EMAIL ADDRESS ON FILE IS INCORRECT, OUT OF DATE, BLOCKED BY YOUR INTERNET SERVICE PROVIDER OR EMAIL PROVIDER, OR IS OTHERWISE UNABLE TO RECEIVE ‘ELECTRONIC COMMUNICATIONS,’ FAIRMINT STILL WILL BE DEEMED TO HAVE PROVIDED THE COMMUNICATION TO YOU.
Questions & Contacting Us. 📚📧
If you have any questions about Fairmint or these Terms, you should visit our Education Center to learn more, which is located at https://education.fairmint.com/en/.
If you still have questions or wish to contact us for any reason whatsoever, please email us at email@example.com 😁