SPECIFIC TERMS AND CONDITIONS

By adhering to these T&C, you expressly acknowledge having been thoroughly and comprehensively informed about the Token Sale.

You are deemed to be fully aware of all the legal norms and technical constraints relating to the purchase, possession and use of cryptocurrencies and tokens based on blockchain technologies, and to the services offered by the Company.
You agree to notify the Company in full concerning any information likely to impact on your order directly or indirectly. Should you fail to do this, the Company may not be held liable in any way in this regard.

An order relating to the Token Sale and accepted by The Company (the “Order”) is deemed to be irrevocably accepted by you as from the time the Company issues the Order’s acknowledgment of receipt. As of this date, an Order may not be cancelled or amended without the Company’s express agreement, the latter being entitled to decide not to proceed without the Buyer being entitled to any compensation.

The Company also reserves the right to rectify any clerical error or omission in the contractual documents binding it to the Buyer without entitling the Buyer to any compensation.

Obligations Binding upon the Company

The Company agrees to take all the necessary care and diligence to provide a quality service in accordance with current business practice and state of the art. The Company undertakes to use all reasonable means to achieve the desired result, but without guaranteeing such result, and always subject to your express acknowledgement and assumption of risks as outlined in the previous section.

Buyer Eligibility

The Company does not recommend purchasing FILIPCOINs unless you have prior experience with cryptographic tokens, blockchain-based software and distributed ledger technology and unless you have taken independent professional advice.

In order to be eligible to participate in the Token Sale, the Buyer must:

(a) be of legal age, with full contracting capacity, and not a Restricted Person as defined below;

(b) comply with all the terms and conditions set forth in these T&C;

(d) understand the restrictions and risks associated with the creation of FILIPCOINs as set forth herein, and acknowledge and assume all such risks;

(e) have obtained sufficient information about the FILIPCOINs and our ecosystem and projects to make an informed decision to purchase the FILIPCOINs.

(f) Participation in the Token Sale is reserved for natural or legal persons that are experienced in ICOs and, notably, that have already participated to at least one token generation event as a subscriber of tokens.

Regional Restrictions

Citizens, nationals, residents (for taxation purposes or otherwise) and/or green card holders of: (a) the USA; (b) South Korea; (c) the People’s Republic of China; (d) any other jurisdiction which prohibits participation in the Token Sale or the purchase of Tokens or any such similar activity or any other Restricted Persons are not permitted to participate in the Token Sale.

The term “Restricted Persons” refers to any firm, company, partnership, trust, corporation, entity, government, state or agency of a state or any other incorporated or unincorporated body or association, association or partnership (whether or not having separate legal personality) that is established and/or lawfully existing under the laws of jurisdictions outlined in this section.

Documents linked to the issue of FILIPCOINs may not be transmitted or distributed, including by mail or e-mail to Restricted Persons. It is prohibited to transmit, distribute or reproduce documents linked to the issue of FILIPCOINs to or for Restricted Persons, in whole or in part.

You are solely responsible for determining which legal or regulatory requirements of any nature is required to comply with in order to participate in the Token Sale, in accordance with the laws and regulations applicable to them.

The Company may not be held liable for your legal or regulatory obligations. The same applies to any tax or charge that would be payable by you, in relation to the purchase, ownership, use or passing of its FILIPCOINs.

KYC/AML Requirements

Know your customer (KYC) is the process of identifying and verifying the identity of the Buyers. Although no applicable regulation provides for an obligation to implement KYC process for the Token Sale, we wish to ensure that the participants respect all the criteria defined in sections below for participating to the sale.

As part of this KYC process, the Buyers shall provide us the information required under Republic Act No. 9160, otherwise known as the “Anti-Money Laundering Act of 2001”, as amended, and its Imprementing Rules and Regulations, prior to purchasing FILIPCOINs.

No Advice

No part of our Whitepaper (including these T&C) and information provided on our website should be considered to be business, legal, financial or tax advice regarding the Company, FILIPCOINs, the Token Sale or any of the matters to which the statement relates. You should consult your legal, financial, tax or other professional advisor before taking part in the Token Sale.

Disclaimer of Liability

To the maximum extent permitted by the applicable laws, regulations and rules, we shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection to your acceptance of or reliance on the Whitepaper, any part thereof, the information on our website, or any disclosure or marketing information conveyed by any of the incorporators or its marketing team. In no event shall the Company or any current or former employees, officers, directors, partners, trustees, representative, agents, advisers, contractors, or volunteers of the Company be liable for:

(a) damages, arising out of your use or inability to use the services or the FILIPCOINS or the breach of any of these T&C by you or by any third party;

(b) any security risk such as hacker attacks, loss of password, loss of private key, or similar;

(d) any losses resulting from the volatility in the value of the FILIPCOINS in any country and on any exchange or market (regulated, unregulated, primary, secondary or otherwise); or

(e) arising out of or in any way connected to your failure to properly secure any private key to a wallet containing Tokens.

If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the maximum extent permitted by applicable law.

Lack of Representation and Warranties; Not Legal Advice

We do not claim any representation, warranty or undertaking in any form whatsoever to any entity or individual, including any representation, warranty or undertaking in relation to the truth, accuracy and completeness of any of the information presented in the Whitepaper, provided in our website, or any of the disclosures, representations, warranties, or advertisements of the incorporators, its marketing team, or third persons.

We do not make and hereby disclaims, any representation, warranty or undertaking in any form to any entity or person, including any representation, warranty or undertaking in relation to the truth, accuracy and completeness of any of the information set out in our Whitepaper, provided on our website, or any of the disclosures, representations, warranties, or statements made in press releases or in any place accessible by the public and oral statements that may be made by incorporators, its marketing team, or third persons.

Despite the fact that we have taken significant actions to be certain that the data in regard to the facts and statistics in the Whitepaper has been presented in its proper context, the Company has not carried out an independent examination of the data extracted from third party sources, verified the accuracy or completeness of such information. As a consequence, neither FILIPCOIN, nor any part of their team acting on their behalf submit any warranty as to the accuracy or completeness of such information and shall not be required to provide any updates on it.

Some statements in our Whitepaper, provided on our website, statements made in press releases or in any place accessible by the public and oral statements that may be made by the incorporators, its marketing team, or third persons may include forward-looking statements which reflect the Company’s and its management’s current views with respect to financial performance, market situation and future plans. There may be important factors that could cause the actual results of the business to differ materially from those indicated in these statements. These forward-looking statements include statements as to FILIPCOIN’s and/or our revenue, prospects, future plans, expected industry changes and other matters discussed in this Whitepaper regarding us – they are to be perceived merely as predictions.

Given that risks and uncertainties that may cause the actual future results, performance or accomplishments of FILIPCOIN may differ from that expected, expressed or implied by the future statements in this Whitepaper, no expectations should be placed on these statements. Nothing in this Whitepaper, any part thereof, the information on our website, or any disclosure or marketing information conveyed by any of the incorporators or its marketing team is or may be relied upon as an assurance, representation or undertaking as to the future performance or our policies.

No information in this Whitepaper should be viewed as business, legal, financial or tax advice regarding FILIPCOIN, the Distributor, the FILIPCOINs or the FILIPCOIN Initial Token Sale. You should bear in mind that you may face the financial risk of any purchase of FILIPCOINs for an indefinable period of time.

Should you proceed with purchasing FILIPCOINs and the product fails to be suitable for the particular purpose as intended by you, we do not accept any liability for such unsuitability (among other things, we do not accept the return of, or refund to you the purchase price of the respective FILIPCOINs).

Your Representations & Undertakings

By acquiring FILIPCOINs you represent and warrant to the Company that each of the following statements is true and correct:

(a) you have read and understand our Whitepaper;

(b) you are over 18 (eighteen) years of age, and fully able and legally competent to acquire and use FILIPCOINs;

(c) you are not a Restricted Person, that is, you are not (i) a citizen or resident of a geographic area in which access to or use of the Company’s services or the acceptance of delivery of the FILIPCOINs is prohibited by applicable law, decree, regulation, treaty, or administrative act, or (ii) a citizen or resident of, or located in, a geographic area that is subject to any sovereign country sanctions or embargoes;

(d) you agree and acknowledge that FILIPCOINs do not constitute securities in any form, information provided in the Whitepaper and on our Website) does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities in any jurisdiction or a solicitation for investment in securities, and you are not obliged to enter into any contract or binding legal commitment whatsoever;

(e) you agree and affirm that no regulatory authority has investigated or approved the information presented in this Whitepaper, no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction and the publication, distribution or propagation of this Whitepaper to you does not mean that the applicable laws, regulatory requirements or rules have been complied with;

(f) you agree and affirm that in case you desire to buy any FILIPCOINs, the FILIPCOINs are not to be interpreted, labeled or considered to be: (i) any other sort of currency besides a cryptocurrency; (ii) debentures, stocks or shares emitted by any individual or entity; (iii) options, rights or derivatives; (iv) rights under any contract the aim of which is to secure a profit or evade a loss; (v) units in a collective investment enterprise; and/or (vi) any other security or class of securities;

(g) you have at least a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;

(h) you are purchasing FILIPCOIN/s for supporting the development of our project, being aware of the commercial and other kinds of associated risks, and you are not purchasing FILIPCOINs for any other purposes, including any investment or speculative purpose;

(i) you agree and affirm that this Whitepaper, the undertaking and/or the completion of the FILIPCOIN Initial Token Sale, or future trading of the FILIPCOINs on any cryptocurrency exchange, shall not be interpreted or viewed by you as an indication of the merits of the FILIPCOIN Team, the FILIPCOINs or the FILIPCOIN Initial Token Sale;

(j) the funds used for purchasing FILIPCOINs do not have criminal, otherwise illegal origin or source, and no transaction is made to facilitate any criminal, otherwise illegal activity;

(k) you understand that you may not be able to sell or otherwise transfer FILIPCOINs due to potential lack of liquidity, including that FILIPCOINs may never become available for trade on secondary market (exchange) and/or that there may not be buyers who would be interested in acquiring FILIPCOINs from you;

(l) you understand and agree that it is your obligation to ensure compliance with any legislation relevant to your country of domicile concerning purchase and use of FILIPCOINs, and the Company does not accept any liability for any illegal or unauthorized purchase or use of FILIPCOINs;

(m) you agree and affirm that where any restrictions regarding the possession of this Whitepaper have been applied, you have examined and complied with all such restrictions at your own expense and without any liability to us;

(n) you understand and agree that the Company is not liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, or loss of use or data, or loss of reputation, or loss of any economic or other opportunity of whatsoever nature or howsoever arising), arising out of or otherwise in connection with causes beyond its control, including any hacker attack, technical failures, defects, bugs or viruses affecting our website or BINANCE platform (including any delay in receiving or failure to receive FILIPCOINs), circumstances related to your wallet service provider, your failure to follow this statement, any actions taken by regulatory authorities, etc.;

(o) If you are registering to participate to the Operation on behalf of a legal entity, the Buyer further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) they Buyer is duly authorized by such legal entity to act on its behalf; and

(p) all of the above representations and warranties are true, complete, accurate and not misleading from the time of your access to and/or acceptance of possession this Whitepaper or any part of it.

You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately cease using the Company’s services.

Restrictions on Distribution and Propagation

The propagation or distribution of this Whitepaper or any part of it may be forbidden or restricted by some jurisdictions. In the case where any restrictions of the sort have been applied, you are to comply with them, without any liability to FILIPCOIN Team.

Limitations of Use

You acknowledge and accept that FILIPCOINs do not, under any circumstance, represent any form of investment or financial investment and agree not to attempt to divert their function for speculative purposes.

You also agree not to use the Token Sale website, the issued FILIPCOINs or, more generally, any content or service provided to you by the Company in a way that does not comply with the terms, objectives and methods set out in these T&C.

In particular, you agree not to modify, interfere with, deactivate or saturate, nor to breach the security of or impair data integrity and confidentiality in relation to any service offered by the Company.

You agree to respond to any specific request for information issued by the Company under the application of these T&C.

Cancellation and Refund

All orders are deemed firm and final. As the Token Sale is reserved to persons that are knowledgeable or experienced in ICOs, the Buyer may not claim any right of return against the Company.

No Guarantee

As the FILIPCOINs offered for sale are deemed intangible property, having no value or functionality other than for use in our ecosystem, no specific guarantee is attached to them following delivery.

Although ownership of the FILIPCOINs depends on smooth operation of the BINANCE network, the Company, which has no control over said operation, may not, under any circumstances, be held liable for any failure of said network that could result in the Buyer losing or being unable to use the FILIPCOINs.

Validity of Tokens

The FILIPCOINs’ period of validity, during which they can be used, is not time-dependent. FILIPCOINs cannot be deleted due both to their strictly decentralized nature and to the fact that, once issued, they are no longer under the Company’s control. They would, in any case, remain the property of their owner.

Taxes

Any amounts that you pay for FILIPCOINs are exclusive of all applicable taxes. You are responsible for determining what, if any, taxes that apply to your purchase of FILIPCOINs, including, for example, sales, use, value added, and similar taxes. It is your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of FILIPCOINs.

Buyer Liability

You acknowledge and accept that you are solely liable for storage and use of the purchased FILIPCOINs under normal conditions of use, and in accordance both with current laws at the time and place of use, which you hereby declare you are fully aware of.

Accordingly, you shall be deemed personally liable for any damaging consequences arising from the abnormal, noncompliant or unforeseeable storage, transfer or use of said FILIPCOINS.

You also acknowledge that you have received all the necessary details from the Company on the information and data we have communicated and is therefore solely liable for the ordered FILIPCOINs’ suitability in terms of their specific planned use.

You agree to send the Company your correct and updated payment and personal details at the time of creating your client account and each time you may modify the said account. The Company reserves the right to request supporting documents from you to ensure the accuracy of the details they have supplied, and in compliance with the KYC requirements of the anti-money laundering laws and regulations.

You will be solely and exclusively liable for the creation and conservation of the credentials required to sign into our ecosystem. We shall not be held liable for any illegal or fraudulent use of your credentials. The provision of credentials is deemed confidential. Any suspicion of intentional or unintentional disclosure of the credentials shall engage your sole liability, excluding that of the Company.

You will assume full responsibility for the consequences of any theft or misuse of FILIPCOINs acquired as a result of any use by any person to whom you have provided your credential(s). Similarly, you will assume full responsibility for the consequences of the loss of the above-mentioned credentials(s).

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (I) IN NO EVENT WILL THE COMPANY, or any current or former employees, officers, directors, partners, trustees, representative, agents, advisers, contractors, or volunteers of the Company BE LIABLE FOR LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE FILIPCOINS OR OTHERWISE RELATED TO THESE T&C, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE), AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY, or any current or former employees, officers, directors, partners, trustees, representative, agents, advisers, contractors, or volunteers of the Company (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE T&C OR THE USE OF OR INABILITY TO USE THE FILIPCOINS, EXCEED THE PHILIPPINE DOLLAR EQUIVALENT OF THE AMOUNT PAID BY YOU TO COMPANY FOR THE FILIPCOINS AT THE TIME OF PURCHASE.

THE LIMITATIONS SET FORTH IN THIS SECTION WILL NEITHER LIMIT NOR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF THE COMPANY, TO THE EXTENT THAT THEY ARE NOT ALLOWED UNDER PHILIPPINE LAWS.

None of the information or analyses described in these T&C are intended to provide a basis for a decision to participate in the Token Sale, and no specific recommendation was or is being made. Accordingly, these T&C does not constitute an advice or an invitation to contribute in any security or financial instrument of any nature whatsoever.

This document does not constitute or form part of, and should not be construed as, an offer for a sale or subscription, or an invitation to buy or subscribe securities or financial instruments. This document, or any of its component parts, does not constitute the basis for, or should not be used as a basis for, or in connection with, a contract for the sale of securities or financial instruments or a commitment to sell securities or financial instruments of any kind.

The Company expressly disclaims any liability for any direct or indirect loss or damage of any kind arising directly or indirectly from: (i) any reliance on the information contained in this document, (ii) any error, omission or inaccuracy in said information, or (iii) any resulting action that may be brought.

Retention of Ownership Clause

The Company retains full ownership of the ordered FILIPCOINs up to full and effective payment of the price agreed with you, including the principal and other charges, any contrary clause being deemed unwritten. As such, the Company will be entitled to claim the ordered FILIPCOINs as compensation for any unpaid invoices with no prejudice to its right to rescind any sales in progress, with you also agreeing to immediately notify the Company of any third-party development that would infringe the Company’s right of ownership. Should the ordered FILIPCOINs be resold before payment is complete, the sale between the Company and you will be automatically rescinded and the assets transferred deemed to have been sold on behalf of the Company. The enforcement of the Company’s right to claim is carried out without prejudice to any other legal and/or contractual damages or rights and is made by notice sent by registered mail or email to you.

Intellectual Property

You acknowledge that the Company retains sole and exclusive ownership of all intellectual, industrial and expertise rights (documents, data, etc.) relating to FILIPCOINs and our ecosystem. The technical and technological resources and expertise used to design both FILIPCOINs and documents of any nature shall remain the exclusive property of the Company.

Contract Completeness, Waiver, Interpretation

These T&C constitute the entire agreement between you and the Company with respect to the Token Sale and supersedes all other oral and written representations, understandings or agreements relating thereto.

Should any provision of these T&C be declared null and void or deemed unwritten, all other provisions shall remain in full force and effect. The Company’s decision not to avail itself of any one of these provisions shall not be construed as a waiver of its right to apply the same provision at a later date. The interpretation and assessment of the validity of any contract is understood in accordance with the following documents, in descending order in the hierarchy of norms: T&C, order acknowledgment of receipt, invoice, and delivery notification.

Force Majeure

Force majeure is deemed any event beyond the parties’ control, which they cannot reasonably foresee or reasonably avoid or overcome, provided that its occurrence makes it impossible to fulfill the obligations and adversely affects Order execution (e.g. natural cataclysm, variation in blockchain fees, armed conflicts, labor disputes, changes in regulations, subcontractor failure, blockchain breakdown, etc.). The most diligent Party shall promptly notify the other Party by any means, and the Parties will then agree to negotiate in good faith any changes required to ensure the continuity of contract obligations. If, however, such impossibility exceeds three months, the most diligent Party may terminate the contract in writing without incurring its liability and without entitling the other party to claim any right of recourse or compensation, with the Company retaining previously collected amounts, which are irrevocably acquired. The Parties shall not be held liable for any consequences of a force majeure event as defined above.

Change of Law

You acknowledge and accept that the Token Sale is taking place within a legal environment that is still under development. New laws or rules may subsequently frame, modify or clarify the practice of such operations. Where necessary, should legislative changes conflict with all or part of these T&C, the Company reserves the right to amend the terms of the operation as appropriate, retroactively if necessary, in order to ensure that the operation remains legal and compliant with the various regulatory bodies.

The Company will answer to any request issued via regular legal process aimed at obtaining specific information about the Token Sale or its clients, specifically regarding anti-money laundering legislations.

Law Applicable; Dispute Resolution

These T&C and any contractual relationship relating to the products and services sold by the Company are governed exclusively by the laws of the Republic of the Philippines.

Future Translations of the T&Cs which may be made available to you in the future are purely informative and are not legally binding. The English version of these terms and conditions has sole legal force.

You and the Company agree to seek an amicable settlement prior to bringing any legal action. Failing this, any dispute, of any nature whatsoever, will be brought exclusively before the courts of Muntinlupa City, Philippines.

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