FISHBANK CONTRIBUTION AGREEMENT
As of 12th January, 2018
Last Updated: 15th January, 2018
IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.
This Contribution Agreement (hereinafter "Agreement") contains the terms and conditions that govern participation in Game Assets Preorder Event and acquisition of the Game Asset Token and is an agreement between you or the entity that you represent (hereinafter "Contributor") and "Fishbank" project represented by "Chatrobotic" Team (together with its subsidiaries and affiliates the "Company"). Contributor, Fishbank and Company are herein referred to individually as a "Party" and collectively, as the "Parties".
Company is developing the software product (the "Fishbank Game") as further described in the Fishbank technical white paper (as it may be amended from time to time) (the "White Paper").
Company offers any interested party to make a contribution for Fishbank project development during the Game Assets Preorder Event.
Contributor makes a donation in form of any desired cryptocurrency supported by the platform. As the gratitude for that donation Company rewards a Contributor with corresponding amount of cryptographic tokens based on Ethereum blockchain (hereinafter "Game Asset Token", may be also referred to as the "crypto fish token") as a symbol of gratitude for supporting Fishbank software product development.
Contributor acknowledges, understands and agrees to the following:
(a) the Fishbank Game may never be adopted and Company may not launch the Fishbank Game;
(b) underlying blockchain technology required to run the Fishbank Game may be unavailable;
(c) Game Asset Token may have no value;
(d) Company may stop, modify or delete any parts, modules, elements of or the whole Fishbank Game prior to, during or after launching the Fishbank Game;
(e) Company may have no control over when, how or whether the Fishbank Game is adopted or implemented, or how, when or whether the Fishbank Game is launched.
Contributor expressly acknowledges, understands and agrees that Contributor is participating in Game Assets Preorder Event and making a donation at the Contributor’s sole risk.
Fishbank, Fishbank Game and Game Asset Token are each provided, used and acquired on an "AS IS" and on an "AS AVAILABLE" basis without representations, warranties, promises or guarantees whatsoever of any kind by Company and Contributor shall rely on its own examination and investigation thereof.
GAME ASSET TOKEN MAY HAVE NO RIGHTS, USES OR ATTRIBUTES. The Game Asset Token may have no rights, uses, purpose, attributes, functionalities or features, express or implied, including, without limitation, any uses, purpose, attributes, functionalities or features on the Fishbank Game.
GAME ASSET TOKEN MAY HAVE NO VALUE. Company does not guarantee and is not representing in any way to Contributor that the Game Asset Token have any value. Contributor acknowledges, understands and agrees that Contributor should not expect and there is no guarantee or representation made by Company that Contributor will receive any product, service, rights, attributes, functionalities, features or assets of any kind whatsoever, including, without limitation, any digital assets now or in the future.
DONATIONS MADE FOR FISHBANK ARE NON-REFUNDABLE AND CANNOT BE CANCELLED. CONTRIBUTORS MAY LOSE ALL AMOUNTS OF CRYPTOCURRENCY DONATED TO THE COMPANY.
COMPANY RESERVES THE RIGHT TO REFUSE OR CANCEL GAME ASSET TOKEN CONTRIBUTION AT ANY TIME IN ITS SOLE DISCRETION.
ACCEPTANCE OF AGREEMENT
1.1. This Agreement shall be effective and binding on the Parties when Contributor: (a) pressing the "Register" button on the official website https://my.fishbank.io (the "Website") or any of its parts to register ("Sign up") that indicates that Contributor has read, understands and agrees to the terms of this Agreement; or, if earlier (b) upon Company’s receipt of donation from Contributor. Contributor agrees to be bound on this basis, and confirms that Contributor has read in full and understands this Agreement and the terms on which Contributor is bound.
1.2. White Paper. Company has prepared the White Paper, which is available at https://fishbank.io/whitepaper describing matters relating to the Fishbank Game. The White Paper, as it may be amended from time to time, is hereby incorporated by reference. Contributor has read and understands the White Paper and its contents.
1.3. Game Asset Token may have no purpose. As mentioned above, the Game Asset Token do not have any rights, uses, purpose, attributes, functionalities or features, express or implied. Although Game Asset Tokens may be tradable, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument.
1.4. Company’s Use of Donations. Contributor acknowledges and understands that the donations from the contribution will be utilized by Company in its sole discretion.
1.5. Fishbank intends to transfer Game Asset Token in accordance with the specifications as in Exhibit A to this Agreement which includes details regarding the type and amount of Game Asset Tokens that will be rewarded for the certain amount of contributed cryptocurrency. During the Game Assets Preorder Event, Fishbank will provide specific procedures on how Contributor should receive Game Asset Token through the official Website. By acquiring Game Asset Tokens, Contributor acknowledges and understands and has no objection to such procedures and material specifications. Failure to use the official Website and follow such procedures may result in Contributor not receiving any Game Asset Tokens.
1.6. Participation in Game Assets Preorder Event, access or use of the Fishbank and/or the receipt of Game Asset Token through any other means other than the official Website are not sanctioned or agreed to in any way by the Parties. Contributor should take great care that the website used to contribute for Fishbank has the following universal resource locator (URL): https://fishbank.io.
1.7. Contributor understands and consents to the participation of the Company’s past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the acquisition of Game Asset Tokens, including people who may work on the development and implementation of the Fishbank Game or who may work for Company’s future businesses which Fishbank may establish with a portion of the proceeds from the Game Asset Token. All such Fishbank Parties will participate on the same terms as every other Contributor of Game Asset Token and will be bound by this Agreement.
1.8. The Game Asset Token will be distributed to Contributors thereof pursuant to the Game Asset Token Distribution. None of the Fishbank Parties makes any representations or warranties, express or implied. Without limiting the foregoing, none of the Fishbank’s Parties represent or warrant that the process of acquiring the Game Asset Token will be uninterrupted or error-free or that the Game Asset Token are reliable and error-free. As a result, Contributor acknowledges and understands that Contributor may never receive Game Asset Token and may lose the entire amount of cryptocurrency Contributor transferred to Company.
1.9. Contributor shall provide an accurate digital wallet address to Company for receipt of any Game Asset Token distributed to Contributor pursuant to the participation in Game Assets Preorder Event.
CONTRIBUTION TERMS & CONDITIONS
2.1. Not an Offering of Securities, Commodities, or Swaps. The acquisition of Game Asset Token and the Game Asset Token themselves are not securities, commodities, swaps on either securities or commodities or a financial instrument of any kind. Receiving of Game Asset Token are not subject to the protections of any laws governing those types of financial instruments. This Agreement and all other documents referred to in this Agreement including the White Paper do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a security, commodity, or a swap on either a security or commodity.
2.2. Not an Investment. Contributor should not participate in the Game Assets Preorder Event or acquire Game Asset Token for investment purposes. Game Asset Token are not designed for investment purposes and should not be considered as a type of investment.
2.3. Not for Speculation. Contributor acknowledges and agrees that Contributor is not acquiring Game Asset Token for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes.
NO RIGHTS CREATED
3.1. No Claim, Loan or Ownership Interest. The acquisition of Game Asset Tokens:
(a) does not provide Contributor with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
(b) is not a loan to Company; and
(c) does not provide Contributor with any ownership or other interest in Company.
3.2. Intellectual Property. Company retains all right, title and interest in all of Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Contributor may not use any of Company’s intellectual property for any reason without Company’s prior written consent.
SECURITY AND DATA PRIVACY
4.1. Contributor will implement reasonable and appropriate measures designed to secure access to:
(i) any device associated with Contributor and utilized in connection with Contributor’s acquisition of Game Asset Tokens;
(ii) private keys to Contributor’s wallet or account; and
(iii) any other username, passwords or other login or identifying credentials.
In the event that Contributor is no longer in possession of Contributor’s private keys or any device associated with Contributor’s account or is not able to provide Contributor’s login or identifying credentials, Contributor may lose all of Contributor’s Game Asset Token and/or access to Contributor’s account. Company is under no obligation to recover any Game Asset Token and Contributor acknowledges, understands and agrees that all acquisitions of Game Asset Token are non-refundable and Contributor will not receive money or other compensation for any Game Asset Token received.
WARRANTIES OF CONTRIBUTOR
By acquiring Game Asset Tokens, Contributor represents and warrants to each of the Fishbank Parties that:
5.1. Contributor is at least 18 years old or older if legal age and capacity to participate in Game Assets Preorder Event is higher in its domiciliary jurisdiction.
5.2. Contributor has all requisite power and authority to execute and deliver this Agreement, to participate in Game Assets Preorder Event, acquire Game Asset Tokens, and to carry out and perform its obligations under this Agreement.
5.3. Contributor is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
5.4. No Conflict. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice:
(a) any provision of Contributor’s organizational documents, if applicable;
(b) any provision of any judgment, decree or order to which Contributor is a party, by which it is bound, or to which any of its material assets are subject;
(c) any material agreement, obligation, duty or commitment to which Contributor is a party or by which it is bound; or
(d) any laws, regulations or rules applicable to Contributor.
5.4. No Consents or Approvals. The execution and delivery of, and performance under, this Agreement require no approval or other action from any governmental authority or person other than Contributor.
5.6. Contributor Knowledge and Risks of Project. Contributor has sufficient knowledge and experience in business and commerce matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of participation in Game Assets Preorder Event, including but not limited, to the matters set forth in this Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of Game Asset Tokens, and liability to the Fishbank Parties and others for its acts and omissions, including with limitation those constituting breach of this Agreement, negligence, fraud or willful misconduct. Contributor has obtained sufficient information in order to make an informed decision to acquisition Game Asset Tokens.
5.7. Any funds, being it virtual currency, cryptocurrency, digital coins or fiat funds converted to, Contributor uses to donate for Fishbank are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Contributor will not use the Game Asset Token to finance, engage in, or otherwise support any unlawful activities.
5.8. Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law, Contributor complies with all anti-money laundering and counter-terrorism financing requirements.
5.9. Upon Company’s request, Contributor will immediately provide to Company information and documents that Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process. Such documents include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. Contributor consents to Company disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Contributor acknowledges that Company may refuse to distribute Game Asset Token to Contributor until such requested information is provided.
TAXES
6.1. Contributor acknowledges, understands and agrees that:
(a) the acquisition and receipt of Game Asset Token may have tax consequences for Contributor;
(b) Contributor is solely responsible for Contributor’s compliance with Contributor’s tax obligations; and
(c) Company bears no liability or responsibility with respect to any tax consequences to Contributor.
RISKS
GAME ASSET TOKEN MAY HAVE NO VALUE. CONTRIBUTOR MAY LOSE ALL CRYPTOCURRENCY DONATED.
Contributor has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the Game Asset Token (including those not discussed herein), all of which could render the Game Asset Token worthless or of little value:
7.1. No Rights, Functionality or Features. Game Asset Token have no rights, uses, purpose, attributes, functionalities or features, express or implied. Game Asset Token do not entitle holders to participate on the Game Assets Preorder Event, even if the Fishbank Game is launched and the Fishbank Game development is finished.
7.4. Blockchain Delay Risk. On the distributed ledgers like Ethereum and Bitcoin, timing of block production is determined by proof of work so block production can occur at random times. Contributor acknowledges and understands that these blockchains may not include the Contributor’s transaction at the time Contributor expects and Contributor may not receive Game Asset Token on the same conditions as was offered on the moment of transferring cryptocurrency.
7.5. Any blockchain is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the blockchain network in an attempt to gain an advantage in donating cryptocurrency. Contributor acknowledges and understands that block completing producers may not include Contributor’s transaction when Contributor wants or Contributor’s transaction may not be included at all.
7.6. Contributor may be unable to sell or otherwise transact in Game Asset Token at any time. There is no guarantee or representation of liquidity for the Game Asset Tokens. The Fishbank Parties are not and shall not be responsible for or liable for the market value of Game Asset Tokens, the transferability and/or liquidity of Game Asset Token and/or the availability of any market for Game Asset Token through third parties or otherwise.
7.7. Token Security. Game Asset Token may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the Fishbank Game, the Fishbank Game or the Game Asset Token in a variety of ways. Furthermore, because the distributed ledgers platform rests on open source software and Game Asset Token are based on open source software, there is the risk that software may contain intentional or unintentional bugs or weaknesses which may negatively affect the Game Asset Token or result in the loss of Contributor’s Game Asset Tokens, the loss of Contributor’s ability to access or control Contributor’s Game Asset Token or the loss of cryptocurrency in Contributor’s account. In the event of such a software bug or weakness, there may be no solution and holders of Game Asset Token are not guaranteed any solution, refund or compensation.
7.8. Access to Private Keys. Game Asset Token acquired by Contributor may be held by Contributor in Contributor’s digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Contributor’s digital wallet or vault storing Game Asset Token will result in loss of such Game Asset Tokens, access to Contributor’s Game Asset Token balance and/or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service Contributor uses, may be able to misappropriate Contributor’s Game Asset Tokens. Company is not responsible for any such losses.
7.10. The Fishbank Game and all of the matters set forth in the White Paper are new and untested. The Fishbank Game might not be capable of completion, implementation or adoption. It is possible that no blockchain will be able to run the Fishbank Game as described in the White Paper. Even if the Fishbank Game is completed, implemented and adopted, it might not function as intended, and any tokens associated with a blockchain adopting the Fishbank Game may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the Game Asset Token and any tokens transferable on the Fishbank Game may become outdated.
7.11. Even if completed, the Fishbank Game will rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of might have a material adverse effect on the Fishbank Game and Fishbank.
7.13. By participating in Game Assets Preorder Event, Contributor acknowledges and agrees that Contributor transfers cryptocurrency to Company on his sole risk.
7.14. Changes to the Fishbank Game. The Fishbank Game is still under development and may undergo significant changes over time. Although Company intends for the Fishbank Game to have the features and specifications set forth in the White Paper, Company may make changes to such features and specifications for any number of reasons, and any party that adopts the Fishbank Game and launches the Fishbank Game also may make changes, any of which may mean that the Fishbank Game does not meet Contributor’s expectations.
7.15. The Fishbank Game will not likely be licensed under an open source license until after the end of the development; however, it is possible somebody will not respect the Fishbank Game copyright or will modify the Fishbank Game after it has been released under an open source license. Therefore, it is possible for someone to utilize the Fishbank Game to build and launch blockchain protocols using a token distribution other than the one intended for the Game Asset Token pursuant to the Fishbank Game both prior to or after the Fishbank Game has become licensed as open source.
7.17. Project Completion. The development of the Fishbank Game may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
7.18. Lack of Interest. Even if the Fishbank Game is finished and adopted and the Fishbank Game is launched, the ongoing success of the Fishbank Game relies on the interest and participation of third parties like developers. There can be no assurance or guarantee that there will be sufficient interest or participation in the Fishbank Game.
7.19. Uncertain Regulatory Framework. The regulatory status of cryptographic tokens, cryptocurrency, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact Game Asset Token in various ways, including, for example, through a determination that Game Asset Token are regulated financial instruments that require registration. Company may cease the distribution of Game Asset Tokens, the development of the Fishbank Game or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
7.20. Risk of Government Action. As noted above, the industry in which Company operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Company and/or pursue enforcement actions against Company. Such governmental activities may or may not be the result of targeting Company in particular. All of this may subject Company to judgments, settlements, fines or penalties, or cause Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Game Asset Token and/or the development of the Fishbank Game.
LIMITATION OF LIABILITY
8.1. To the fullest extent permitted by applicable law, Contributor disclaims any right or cause of action against the Fishbank Parties of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of any Fishbank Party. Each of the Fishbank Parties shall not be liable to Contributor for any type of Damages, even if and notwithstanding the extent a Fishbank Party has been advised of the possibility of such Damages. Contributor agrees not to seek any refund, compensation or reimbursement from a Fishbank Party, regardless of the reason, and regardless of whether the reason is identified in this Agreement.
8.2. Damages. In no circumstances will the aggregate joint liability of the Fishbank Parties, whether in contract, warrant, tort or other theory, for Damages to Contributor under this Agreement exceed the amount received by Company from Contributor.
8.3. Force Majeure. Contributor understands and agrees that Company shall not be liable and disclaims all liability to Contributor in connection with any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
8.4 Release. To the fullest extent permitted by applicable law, Contributor releases the Fishbank Parties from responsibility, liability, claims, demands, and/or Damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between Contributor and the acts or omissions of third parties.
8.5 To the fullest extent permitted by applicable law, Contributor will indemnify, defend and hold harmless and reimburse the Fishbank Parties from and against any and all actions, proceedings, claims, Damages, demands and actions (including without limitation fees and expenses of counsel), incurred by a Fishbank Party arising from or relating to:
(i) Contributor’s acquisition or use of Game Asset Tokens;
(ii) Contributor’s responsibilities or obligations under this Agreement;
(iii) Contributor’s breach of or violation of this Agreement;
(iv) any inaccuracy in any representation or warranty of Contributor;
(v) Contributor’s violation of any rights of any other person or entity; and/or
(vi) any act or omission of Contributor that is negligent, unlawful or constitutes willful misconduct.
8.6. No Waivers. The failure by Company to exercise or enforce any right or provision of this Agreement will not constitute a present or future waiver of such right or provision nor limit Company’s right to enforce such right or provision at a later time.
DISPUTE RESOLUTION
9.1. Contributor and Company shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof.
9.2. No Class Arbitrations, Class Actions or Representative Actions. Any dispute arising out of or related to this Agreement is personal to Contributor and Company and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
GOVERNING LAW
10.1. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the Great Britain, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.
10.2. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
MODIFICATION OF AGREEMENT
Company may modify this Agreement at any time by posting a revised version on the Website, available at https://fishbank.io agreement. The modified terms will become effective upon posting. It is Contributor’s responsibility to check the Website regularly for modifications to this Agreement. This Agreement was last modified on the date listed at the beginning of this Agreement.
Continued use of the Service after such modifications shall constitute Contributor’s acknowledgment and acceptance of any and all modified conditions of this Agreement and all Exhibits and Contributor acknowledges and agrees to abide and be bound by any and all modifications.
TERMINATION OF AGREEMENT
Company reserves the right to terminate this Agreement, in its sole discretion, in the event that Contributor breaches this Agreement. Upon termination of this Agreement: (a) all of Contributor’s rights under this Agreement immediately terminate; (b) Contributor is not entitled to a refund of any amount donated.
SPECIAL NOTICE
Contributor agrees and acknowledges that all agreements, notices, disclosures and other communications that Company provides Contributor pursuant to this Agreement or in connection with or related to Contributor’s acquisition of Game Asset Tokens, including this Agreement, may be provided by Company, in its sole discretion, to Contributor, in electronic form.
Company may assign or transfer all or any its rights and obligations of this Agreement to a third party.
APPENDIX
Exhibit A. "Fishbank Game Asset Tokens Specifications"