• PLEASE NOTE THAT YOUR USE OF OUR WEBSITE AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO ALL THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS OUR WEBSITE OR SERVICES IN ANY MANNER. 

• ALL SERVICES AND WEBSITES BY FAIRMINT (AND ITS LICENSORS, SUPPLIERS, AND THIRD PARTIES) ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND. PLEASE SEE OUR WARRANTY DISCLAIMER 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.co (the “Site”) including all use of our products, open-source documents, features, functionalities, services, applications, websites, and all Terms defined in this agreement including all Content, Accounts, Subscriptions, Wallets, Digital Assets, Smart Liquidity Pools, Emails, Disputes, Private Key Files, and Additional Terms, (collectively, the “Services”).  

• These Terms of Use (the “Terms”) are a binding contract between you and Fairmint Inc. (“Fairmint,” “we” and “us”), a Delaware corporation. You must agree to and accept all provisions of these Terms, or you don’t have the right to use the Site or Services. Your use of the Site or Services in any way means that you accept all Terms, and you acknowledge that these Terms will remain in effect during and after your use of the Site and Services. These Terms include all provisions in this agreement, any Additional Terms (defined below), and our entire Privacy Policy https://invest.fairmint.co/privacy-policy.

• 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 all Terms and conditions set forth in this and other agreements on the Site. 

• 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 actions you take (in which case, the references to “you” and “your” in these Terms refer to that organization or entity). 
• Visitors to the Site may view Content on the Site, broadly defined as any text, graphics, data, articles, images, simulations, information, or other materials downloaded or otherwise accessible through the Site or Services (“Content”). 
• Visitors to the Site may open an account (“Account”) as an: 
  • (i) “Issuer” – a company or organization intending to fundraise or offer compensation by issuing compliant digital asset securities through its own website or other forum (an “Offering”);
    • Issuers can simplify their Offering utilizing our software services (found at https://fairmint.co/pricing) (“Subscription”). Subscriptions are subject to additional terms that are provided at the time of signup. 
  • (ii) “Investor” - a person, business, or fund that opens an Account with the ability to make investments; or
  • (iii) “Contributor” – a person that is eligible to receive compensation from an Issuer.
• Pursuant to an Offering, and only in compliance with all laws and regulations impacting the resale and transfer of assets, Issuers can initiate a liquidity pool to facilitate transactions of their digital assets (a “Smart Liquidity Pool”).

• Currently available on the https://invest.fairmint.co website is our own fundraising Offering, meaning that Investors can verify their identity and credentials to invest in Fairmint at any time! 😉 In this instance, we are acting as an Issuer of our own Offering. We also use our Services to compensate our team as Contributors!

• Issuers other than Fairmint utilize Subscriptions to conduct their own Offerings on their own website or forum. Subscriptions help other Issuers simplify their Offering in a multitude of ways, providing tools to help streamline compliance needs. Subscriptions also provide several dashboards, interfaces, and features to help manage stakeholders, the cap-table, equity allocations, fundraising, options pools for Contributors, Smart Liquidity Pools, and other organizational management needs. 
  • Other Issuers are not affiliated with Fairmint in any way, and their Offerings are completely independent from Fairmint in all respects.
  • Fairmint never acts as a broker-dealer, investment advisor, funding portal, intermediary, or any other entity registered with U.S. regulatory agencies.
• 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 general risks and disclosures associated with such Offering (in addition to any specific terms or risk factors identified in the Offering’s documentation), and can tolerate the risk of capital loss.

• Issuers are currently using Subscriptions for compliant Offerings, issuing Digital Assets (defined below) pursuant to the following registration exemptions: Reg D including 506(b), 506(c), and 504; 4(a)(2) private placements; Reg S; and Reg A+. 

• • Please note, several rules and conditions apply as discussed more fully throughout these Terms. 
• Issuers are also currently compensating Contributors with Digital Assets, compliant with rule 701, in the form of direct compensation, option pools, and RSUs (restrict stock units). 
• Subscriptions help Issuers simplify their offering in several ways including:
  • Leveraging open-source financing documents like the Rolling SAFE (https://www.rollingsafe.co/).
  • Providing several dashboards and software tools to setup an Offering.
  • Powering an Issuer’s own website to accept investments and issue ERC-20 tokens on a public blockchain (“Digital Assets”) with the Issuer’s own $token.
  • Integrating certain compliance needs like KYC/KYB, AML, and verification of accredited investor status.
  • Empowering options pools for compensating Contributors under rule 701. 
  • Using several dashboards and software tools to manage the cap table and stakeholders. 
  • Enabling the creation of a Smart Liquidity Pool to facilitate transactions of Digital Assets.
  • Lots more!

Without limiting any other Terms, conditions, prohibitions, or risks mentioned throughout this entire agreement, you should be aware of the following:

• Fairmint and our Site, including all Services, can only be used for lawful purposes in full accordance with all Terms and all applicable laws and regulations. 
• You alone bear the full responsibility, risk, and liability for all your use of the Site, Services, Content, Digital Assets, Wallets, Accounts, and Subscriptions, including all duties and risks related to your compliance needs. It is solely your responsibility to ensure compliance with all laws that may apply to you or your organization. 
• Fairmint will never be liable for your violations of any 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 your use of the Site, Services, Content, Subscriptions, Digital Assets, Accounts, and Wallets.
• Fairmint is not qualified to 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.
• 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, including their identity.
• 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 Issuer or Investor to participate with an Account, for any reason or for no reason at all.
• 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. 
• You alone are fully responsible for all Content you contribute, in any manner. You represent and warrant you have all rights related to your Content, and that your contributions will not violate the rights of any other party. 
• 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 information you receive as a representation by Fairmint of any kind on which you should rely. 
• If your use of the Services is prohibited by applicable laws or regulations, then you aren’t authorized to use the Services. If permits and licenses are required for you to 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.
• The Site and all Services 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). 
• Fairmint has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, practices, or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Fairmint will not and cannot monitor, verify, censor, or edit the content of any third-party site or service. By using the Services, you release and hold us harmless from all liability arising from your use of any third-party website, feature, integration, or service.
  • All third-party goods, Offerings, information, and Content publicly posted or privately transmitted or made available through the Services 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 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 provided by a third-party. 
  • The Services may contain links or connections to third party websites or services that are not owned or controlled by Fairmint. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Fairmint is not responsible for such risks. We encourage you to be aware when you leave our Services or interact with a third-party, and to read the terms and privacy policy of each third-party website or service that you visit or utilize. 
• We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take because of having been exposed to the Content, and you hereby release us from all liability related to the Content, Services, and Site. 
• 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, 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. You agree that Fairmint shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
• 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 have a dispute with one or more other users, you release Fairmint, its officers, employees, agents, contractors, and successors from all claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. 
• 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.”

• 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, or applicable export control laws. 

• Starting or continuing an Offering or Smart Liquidity Pool that is not compliant with all applicable laws and regulations. 
• Fundraising, investing, compensating Contributors, or transacting in a Smart Liquidity Pool 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.
• Encouraging, assisting, or inducing any third party to engage in activities prohibited under these Terms 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 Fairmint Account or anyone else’s. 
• Allowing someone else to log in to or access the Services or your Account as you. 
• 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 means or interface not provided 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 to you. 
• 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. 
• 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 all Services.

• It is free to use Fairmint as an Investor, except for any payment processing or network fees that may arise at the time of a transaction. 

• Fairmint users that intend to act as an Issuer pursuant to their own Offering are given a 14-day free trial. Any use by an Issuer after the trial period requires a Subscription, which can be found at https://www.fairmint.co/pricing. 
• We reserve the right to charge for any or all Services in the future. We will notify you before any Services you are using begin carrying a fee, and if you wish to continue using such Services you must pay all applicable fees for such Services.

• Along with these Terms, the Fairmint Privacy Policy applies to all use of our Site and Services. Our Privacy Policy can be found here and at https://invest.fairmint.co/privacy-policy.

• Fairmint is the sole owner of all technology, Services, Content, data, information, and other materials or functionality displayed or available on or through the Site, which is protected by copyright and/or other intellectual property laws. 

• Except for certain rights granted in an investment, you acknowledge that you have no right, title, license, or interest in or to the Content, information, data, Site, Services, or other materials displayed or available on or through the Site or Services, including all intellectual property of all kinds.
• You retain complete ownership of all trademarks and copyrights for anything you upload or submit to the Site or Services. 
  • In addition, you grant us a worldwide, royalty-free, non-exclusive, irrevocable, and perpetual license to use, copy, distribute, publish, modify, display, sublicense, or send anything you upload in any manner, commercial or otherwise. You irrevocably waive against Fairmint any claims or assertions of any rights contained in such Content. 
• Furthermore, regarding any Offering hosted by Fairmint or any other Issuer using Fairmint’s technology suite, you shall not use related Content for any purpose other than assessing a potential investment.
• Any Content or information you submit or distribute through the Site or Services will be treated as non-confidential and non-proprietary.
• 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; and
  • (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.

• Prior to gaining access to certain Services on the Site, 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 accounts on the Site are authorized representatives of Issuers, Contributors, and Prospective Investors with a substantial background in investments, financial markets, and early-stage business.
• Your Account and Email may be affiliated with a digital wallet (a “Wallet”) intended for use in connection with transactions in virtual currencies, cryptographic assets, or other Digital Assets that leverage Blockchain (defined below) technology (each a “Digital Asset”). 
  • “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 you create a Wallet with Fairmint, 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 your private key in our database. Fairmint utilizes third-parties (including Magic) and their own proprietary technology to encrypt your private key in a process designed to help ensure its security and confidentiality.
• You agree to all responsibility and liability for the security of all Accounts, Emails, login links, two-factor authentication methods, Subscriptions, Wallets, Digital Assets, Private Key Files, and Smart Liquidity Pools, regardless of who is at fault.
  • 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, two-factor authentication methods, or other information, and you shall inform Fairmint immediately in writing of any actual or potential unauthorized access to any Account, Email, Wallet, Digital Asset, or other Service.
  • Accounts are subject to cancellation or suspension by Fairmint at any time for any reason or no reason, including upon the misuse of any and the reissuance or reactivation of Accounts. 
• When you request to make a transfer of Digital Assets, in order to authorize such transfer, you will be required to either (1) verify your Account, or (2) make use of any other service relying on Magic’s wallet service implemented as pass-through (each of the foregoing, a “Transfer Authorization”). 
  • Fairmint will only initiate a transfer after receipt of the Transfer Authorization. Fairmint is entitled to rely on the Transfer Authorization and has no duty to inquire into or investigate the validity or accuracy of any Transfer Authorization, though it may, at its sole discretion, inquire into or investigate such Transfer Authorization. 
  • You will be solely responsible and liable for safeguarding your Wallet and Account. Fairmint will not be responsible if someone else accesses your Wallet, Account, or Digital Assets, including any unauthorized transactions. 
• You must let Fairmint know immediately if your Account or Wallet has been stolen or otherwise compromised by contacting us at legal@fairmint.co.

Without limiting any other Terms, conditions, prohibitions, or risks mentioned throughout this entire agreement, you should be aware of the following:

• Blockchain Risks:
  • Any transaction in Digital Assets must be confirmed and recorded on a Blockchain associated with the relevant Digital Asset. 
  • Fairmint has no control over any Blockchain and therefore cannot and does not ensure that any transaction details you submit via our 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. 
  • Once transaction details have been submitted to a Blockchain, Fairmint cannot assist you to cancel or otherwise modify your transaction or transaction details.
  • Fairmint makes no guarantee as to the security of any Blockchain. Fairmint is not liable for any hacks, double spending, stolen Digital Assets, or any other attacks on a Blockchain, the Site, our Services, the Accounts, or the Wallets, including, but not limited to, majority attacks in which a nation-state or other party with sufficient computing power is able to control and manipulate the records of a Blockchain.
  • Fairmint makes 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 owners of Digital Assets. 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.
  • You alone assume all risk, liability, and responsibility for fundamental advancements in cryptography which could render inoperative the current cryptography algorithms utilized by a Blockchain supporting a specific Digital Asset.
• Wallet Risks:
  • You take responsibility for all activities that occur with your Wallet and accept all risks of any authorized or unauthorized access to your Wallet, Account, and Digital Assets, to the maximum extent permitted by law.
  • Fairmint is not a custodian of your Digital Assets or your Wallet. We only provide an interface to interact with your Digital Assets. Fairmint cannot assist you with recovering Digital Assets and may not be able to assist you with recovering access to your Wallet if it is compromised.
  • Fairmint makes no guarantees as to the security of Magic and is not liable for any hacks or attacks on Magic's systems, or any other third parties that we may incorporate or utilize.
  • Fairmint is not liable for any hacks or malicious attempts or phishing scams to obtain access to your Wallet via your security code, Account, Digital Assets, or any other point of access for your Wallet. You alone are responsible for ensuring that you do not provide your security code to any other person and or entity.
• Other Risks:
  • 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 the Site, Services, Accounts, Wallets, Digital Assets, Subscriptions, Smart Liquidity Pools, or anything else found on or through Fairmint. 
  • 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 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 and is not subject to the examination or reporting requirements of any such agencies.
  • Fairmint is not responsible for any illegal activity or use of Digital Assets contained in your Wallet or for any illegal transfers requested or authorized by you.
  • 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, and lack of liquidity or market value. Digital Asset holders bear the full risk, responsibility, and liability that their assets will have any meaningful value at any time.
  • Smart Liquidity Pools are 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 Smart Liquidity Pools. 
  • 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 from a public or shared computer so that others are not able to view or record your Account or other personal information.
  • The information and materials on the Site or offered through the Services may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Fairmint does not undertake any obligation or responsibility to update or amend any such information.
  • The securities offered on the Site 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 sold through the Site and Services are not publicly traded and, therefore, are illiquid. Depending on the type of Offering, securities will 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.
  • The securities being offered have not been registered under the Securities Act, in reliance on the exemptions from registration described above, or under any state securities laws.  Users must read each Issuer’s Offering materials and transaction documents for more information and discuss any questions with each Issuer directly prior to investing. No assurance can be given that any Offering currently qualifies or will continue to qualify under one or more of such exemptions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar Offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect.  No governmental agency has reviewed the Offerings posted on this Site and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any Offering. The exemptions relied upon for such Offerings are significantly dependent upon the accuracy of the representations of the Users to be made to the Site and Issuers on the Site in connection with an Offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an Issuer in selling the securities might not be available and substantial liability to such Issuer would result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SEC. WE STRONGLY ADVISE YOU TO CONSULT A LEGAL, TAX AND/OR FINANCIAL PROFESSIONAL BEFORE INVESTING, AND CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY OFFERING MATERIALS AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.

• 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 relevant law. We will not be responsible or liable for any issues that arise as 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. 
• 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. 
• Upon termination of your access to the Site or Services or to these Terms, you will continue to be bound by these Terms. Certain provisions will survive termination of these Terms including, but not limited to, ownership provisions, dispute terms, warranty disclaimers, indemnity provisions, assumptions of risk, and limitations of liability, among others. 
• 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.

• You're free to stop using Fairmint at any time. 

• • If you would like to stop using the Services and export the contents of your Wallet, you may provide a written request to Fairmint. Upon receipt of such a request, Fairmint will provide a downloadable file of your private key (the “Private Key File”). Once Fairmint has provided you access to your Private Key File:
    • Fairmint will no longer provide access to the Digital Assets of the exported Wallet or Private Key.
    • You will not be able to re-import your Private Key File to your Fairmint Account.
    • A new Wallet or new private key will be generated for your Fairmint Account, so you may still use your Account if you would like to use the Services again.
  • UPON RECEIPT OF YOUR PRIVATE KEY FILE, FAIRMINT HEREBY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO SUCH PRIVATE KEY FILE AND ANY DIGITAL ASSETS THAT WERE CONTAINED IN YOUR WALLET. YOU ALONE WILL BE RESPONSIBLE FOR KEEPING SUCH PRIVATE KEY FILE SECURE. IF YOU LOSE ACCESS TO YOUR PRIVATE KEY FILE, YOU ACKNOWLEDGE AND AGREE THAT FAIRMINT HAS NO ABILITY TO ASSIST YOU IN RETRIEVING THAT PRIVATE KEY FILE AND ANY DIGITAL ASSETS YOU HAVE ASSOCIATED WITH THAT PRIVATE KEY FILE 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 any breach of these Terms. Fairmint has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
• These Terms will remain in full effect after any suspension or termination of your Account, the Site, the Services, of these Terms. 
  • Provisions that will survive any termination include, but are not limited to, any obligation you have to pay us (if applicable) or indemnify us, any limitations on our liability, any disclaimers, warranty disclaimers, assumptions of risk, any terms regarding ownership or intellectual property rights, and all Terms regarding disputes between us, among all others.
• Look into our education center for more information on how to best proceed with life after Fairmint – https://www.fairmint.co/educationcenter 

Without limiting any other Terms, conditions, prohibitions, or risks mentioned throughout this entire agreement, you should be aware of all the following:

• THE SITE AND ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND 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 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 the above 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 or information contained in or accessed through the Site or any. Fairmint will not be responsible or liable for the accuracy, copyright compliance, legality, completeness, or decency of material contained in or accessed through the Services, providedthat 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 and Services.

• 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, OR 
  • (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 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. 
• 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:
  • The ownership, validity, or genuineness of any Digital Asset or Wallet or the rights thereof;
  • The collectability, insurability, effectiveness, marketability, legitimacy, transferability, or suitability of any Digital Asset or Wallet;
  • 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; 
  • The compliance of any individual or entity; or
  • 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 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: 

• • Your use of the Site and any Services (including any actions taken by a third-party using your Account); 
  • Your violation of these Terms; or
  • 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 all Services, Offerings, 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 our rights and obligations at any time without your consent, and any such arrangement will not impact or change any of your, Fairmint’s, or any successor’s rights or obligations expressed in these Terms. 

• 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 all 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:

Fairmint, Inc.

Attn: Arbitration Division

22 East Maxwell Dr. 

West Hartford 06107 CT, USA.

• By your consent to the Terms by your use of the Site or our Services, you acknowledge that you can locate this pre-dispute arbitration clause, and that you have received a copy of this pre-dispute arbitration clause by or through your access to the Site.
• Arbitration
  • 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 all Terms in lieu of any action at law or equity. 

• These Terms and any Disputes will be governed by, and construed under, the laws of the State of Connecticut, 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. 

• You should report any vulnerabilities or security concerns that arise regarding our user-facing services, APIs, the Site, any Services, Accounts, Wallets, Digital Assets, Smart Liquidity Pools, Emails, private keys, Subscriptions, infrastructure, or architecture, etc. Please report any concerns to legal@fairmint.co.

• You will be responsible for paying, withholding, filing, and reporting all taxes, duties, liens, and other governmental assessments associated with your activity in connection with the 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 either you or 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 Terms remain in full force and effect. 
• Except as otherwise set forth in these Terms or pursuant to Offering documents by Fairmint in a separate transaction, 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 a service, product, benefit, or function of the Site or Services (“Additional Terms”). Any Additional Terms are incorporated by reference into these Terms. Any Additional Terms are generally intended to be supplemental to these Terms, but to the extent there is 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, and spacing of these Terms are for reference purposes only and shall NOT affect in any way the meaning or interpretation of these Terms

• You and Fairmint agree there shall be no third-party beneficiaries to these Terms.

• 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 THIS 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. 
• RELEVANT AGREEMENTS GOVERNING SPECIFIC TRANSACTIONS AND ACTIVITIES ON THE SITE 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 ALL SERVICES, WALLETS, ACCOUNTS, DIGITAL ASSETS, 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 FAIRMINT 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 IS OTHERWISE UNABLE TO RECEIVE ‘ELECTRONIC COMMUNICATIONS,’ FAIRMINT STILL WILL BE DEEMED TO HAVE PROVIDED THE COMMUNICATION TO YOU.

If you have any questions about these Terms, you should visit our Education Center to learn more about Fairmint, which is located at https://www.fairmint.co/educationcenter.

If you still have questions or you wish to contact us for any reason whatsoever, please email us at legal@fairmint.co 😁