SportyCo General Terms

(issued by SportyFi Ltd, 20-22 Wenlock Road, London, England, N1 7GU, company number 10891612 (hereafter: »SportyCo«), Version 2.0, valid since 1 April 2018)

Those general terms (hereafter: the “General Terms”) are the very basis of the rules and agreements entered into between SportyCo ecosystem participants.

After using our services or making a transaction over the SportyCo platform, you CANOT say that something was not known to you (investigate or ask), you CANOT say something was unclear (ask, at the time of contracting, if something is unclear), and most importantly, you CANOT say that you did not agree to something you have agreed to.

Nevertheless, you should read these basic principles and the rules as they regulate mutual relationships between the Members and relationship of each Member towards SportyCo:

Section I – General Provisions

  1. Those General Terms set out the terms of the relationship between SportyCo ecosystem participants (the “Members”). Certain provisions (Section II below) apply to Members to the extent that they act in the capacity of Donors and donations Receivers. Section III below regulates the Investment Module Members, regardless if they act as Athletes, Clubs, Sport Organizations or Contributors.

  2. We strongly advise you to read those General Terms very carefully. Please store a copy of those General Terms on your computer, with appropriate backup copy and if possible even print it out so that you will be able to check the terms in the future.

  3. PLEASE READ THE RISK FACTORS IN SECTION V BELOW.

  4. SportyCo reserves the right to amend those General Terms at any time and publish them on the webpage without any direct notification to you as a Member and such amended General Terms will be binding to you. Amended General Terms will come into force and will be binding for all Members after expiration of 24 hours after the publication on the website www.sportyco.net or www.sportyco.io.

  5. Each Member or subsequent holder of SPF Tokens is solely liable for any tax obligation under the legislation of its country of residence or incorporation and any other applicable legislation it is subject to. Each Donor or Contributor bears the sole responsibility to determine if its contribution into the Smart Contract with the aim of donation or contribution have any tax implications for it or not. Furthermore, each Receiver (either in a donations campaign or under the Campaign Contribution and Future Income Sharing Agreement) bears the sole responsibility to determine if it is receiving, holding or using SPF Tokens have any tax implications for it or not. By transferring or receiving, holding or using SPF tokens, and to the extent permitted by law, each Member agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the donation, contribution or receiving, ownership or the use of SPF Tokens or any other action or transaction related to the SportyCo Platform.

  6. Please note that the Beta Testing Version of the SportyCo Platform (as long as it will contain the sign “SPORTYCO BETA” in the upper left side of the website www.sportyco.net) is a testing version of the software and it may contain technical deficiencies, which might result in loss of SPF Tokens for the Donor or Contributor as well as for the Receiver. By using the Beta Testing Version of the SportyCo Platform (either in the capacity of the Donor, the Contributor or the Receiver) you agree to this risk and forfeits any claims towards SportyCo. Smart contract technology is still in an early development stage and its application may be of experimental nature, which carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, while the audit conducted raises the level of security and accuracy, the Member understands and accepts that the audit does not amount to any form of warranty, including direct or indirect warranties that the Smart Contract is fit for a particular purpose or do not contain any weaknesses, vulnerabilities or bugs which could cause, inter alia, the complete loss of SPF tokens. Once the sign “SPORTYCO BETA” will be removed from the website, those General Terms shall be interpreted accordingly.

  7. Each Member understands and accepts that the network of miners will be ultimately in control of the Smart Contract. Each Member further understands that a majority of these miners could agree at any point to make changes to the official Smart Contract and to run the new version of the Smart Contract. Such a scenario could lead to SPF Token losing intrinsic value.

  8. The following terms shall have the following meaning when used herein:

Beta Testing Version of the SportyCo Platform” is a testing version of the SportyCo Platform intended mainly for the detection of potential deficiencies in the software. However, the Beta Testing Version of the SportyCo Platform will accept real SPF Tokens and the SPF Tokens contributed will be delivered to the Receiver.

Donor” means a person, organization or any other entity, who decides to help an athlete through the use of Beta Testing Version of the Donations Module by way of transferring of certain amount of SPF Tokens to a particular Smart Contract.

Member” has the meaning assigned to this term in the recitals to those General Terms, while for the avoidance of any doubt, this term includes Donors, Contributors, Receivers and any other participants on the Beta Testing Version of the SportyCo Platform.

Receiver” means an athlete running a Campaign over the Beta Testing Version of the SportyCo Platform.

Smart Contract” is a computer protocol existing on the Ethereum blockchain developed for the purpose of the Campaign.

SPF Token” means the SportyCo Token with the thicker “SPF” that can be purchased on several exchanges such as OKEx, ChaoEx, HitBTC, Livecoin.

 

Section II – Donations

By transferring SPF Tokens to a particular Smart Contract of a particular Receiver, the Donor understands and accepts that it makes a non-revocable and non-refundable contribution into the Smart Contract and potentially to the Receiver.

By transferring SPF Tokens to a particular Smart Contract, the Donor is not entering into any agreement with SportyCo, but directly with the Receiver over the Smart Contract. By transferring SPF Tokens to the Smart Contract, no form of partnership, joint venture or any similar relationship between the Donor and SportyCo and/or other individuals or entities involved with the deployment of the Smart Contract and the setting up of the Beta Testing Version of the Donations Module is created.

By transferring SPF Tokens to the Smart Contract, the Donor further expressly agrees to all of the terms and conditions set forth in the Smart Contract existing on the Ethereum blockchain (which is incorporated by reference herein) and in this General Terms. The Donor further confirms to have carefully reviewed this General Terms and the Smart Contract and its functions as well as the terms and conditions set forth in this document and to fully understand the risks and costs of transferring SPF Token and contributing into the Smart Contract.

After the initiation of the transfer of the SPF Tokens to the Smart Contract, the Donor forfeits any right to claim the SPF Tokens back, either from the Receiver, from SportyCo or from any other third party. The Donor fully understands that the functionalities of the Smart Contract are fully automated and that neither SportyCo nor any third individual party has any influence over the transactions and cannot reverse them or influence them in any other way.

Each Donor undertakes to express itself in an appropriate manner on the Beta Testing Version of the Donations Module. SportyCo reserves the right to remove or block any Donor, who will not follow this General Terms.

Each Donor thus agrees and understands that transferring the SPF Tokens to the Smart Contract represents solely a gesture of goodwill and cannot expect and/or demand anything in return.

Each Donor is solely liable for any tax obligation under the legislation of its country of residence or incorporation and any other applicable legislation it is subject to.

Each Receiver understands that it is participating in the Beta Testing Version of the Donations Module, a testing version of the software and it may contain technical deficiencies, which might result in loss of SPF Tokens for the Receiver. By using the Beta Testing Version of the Donations Module, you agree to this risk and forfeits any claims towards SportyCo.

By running a campaign on the Beta Testing Version of the Donations Module each Receiver undertakes: (i) to follow this General Terms and other rules of the Beta Testing Version of the Donations, (ii) to express itself in an appropriate manner on the Testing Version of the Donations Module, and (iii) to use the received funds for the intended purpose, as stated in the campaign.

Each Receiver understands and agrees that after the end of the campaign the Smart Contract will release the received SPF Tokens (less any potential service fee, which will be agreed in advance at the initiation of the campaign) to a designated private wallet of the Receiver (the wallet should be EUR20 compatible). It is very important that the Receiver safeguards its private key to unlock the wallet. SportyCo assumes no liability if the private key of the Receiver will be lost, hacked or in any other way breached. Receiver furthermore understands that the market of SPF Token may be very volatile and the price per 1 SPF Token may vary substantially over the time. After the Smart Contract will release the SPF Tokens to the private wallet of the Receiver it is up to Receiver to decide what to do and how to handle with such SPF Tokens.

Each Receiver is solely liable for any tax obligation under the legislation of its country of residence or incorporation and any other applicable legislation it is subject to.

SportyCo reserves the right to remove or block any Receiver, who will not follow this General Terms.

 

Section III – Relationship Among the Members of the Investment Module

Each Member making a Contribution on the SportyCo Platform (Investment Module) onto a Smart Contract to an Athlete, to a Club or to other Sports Organization (Receiver) declares that it fully agrees with the terms of particular Campaign Contribution and Future Income Sharing Agreement, in relation to which the SPF Token(s) transfer is made.

Each Member furthermore fully understands that SportyCo Platform is a market place connecting in particular crowds of fans with up and coming athletes, clubs and other sports organizations. The Campaign Contribution and Future Income Sharing Agreement is executed directly between the Members of the SportyCo Platform. SportyCo’s role is simply of technical/administrative nature and the only involvement of SportyCo will be in case of extraordinary circumstances where the receiver of the SPF Tokens (athlete, club or other sports organization) will fail to honor its contractual obligations. The SPF Tokens will in each case be exchanged directly between the Members over the Smart Contract and SportyCo will newer have access to so exchanged SPF Tokens.

By transferring SPF Tokens to a particular Smart Contract of a particular Receiver, the Contributor understands and accepts that it makes a non-revocable and non-refundable contribution into the Smart Contract and potentially to the Receiver, while the Receiver undertakes to share a part of its Future Income with the Contributor (as each time set in the Campaign Contribution and Future Income Sharing Agreement).

By transferring SPF Tokens to a particular Smart Contract, the Contributor is not entering into any agreement with SportyCo, but directly with the Receiver over the Smart Contract. By transferring SPF Tokens to the Smart Contract, no form of partnership, joint venture or any similar relationship between the Donor and SportyCo and/or other individuals or entities involved with the deployment of the Smart Contract.

By transferring SPF Tokens to the Smart Contract, the Contributor further expressly agrees to all of the terms and conditions set forth in the Smart Contract existing on the Ethereum blockchain (which is incorporated by reference herein), this General Terms and the Campaign Contribution and Future Income Sharing Agreement. The Contributor further confirms to have carefully reviewed this General Terms, the Smart Contract and its functions as well as the terms and conditions set forth in this document and in particular in the Campaign Contribution and Future Income Sharing Agreement and to fully understand the risks and costs of transferring SPF Token and contributing into the Smart Contract.

After the initiation of the transfer of the SPF Tokens to the Smart Contract, the Contributor forfeits any right to claim the transferred SPF Tokens back, either from the Receiver, from SportyCo or from any other third party (in such case the Contributor only has the rights as set by the Campaign Contribution and Future Income Sharing Agreement and the Smart Contract). The Contributor fully understands that the functionalities of the Smart Contract are fully automated and that neither SportyCo nor any third individual party has any influence over the transactions and cannot reverse them or influence them in any other way.

Each Contributor undertakes to express itself in an appropriate manner on the SportyCo Platform. SportyCo reserves the right to remove or block any Contributor, who will not follow this General Terms.

Each Contributor is solely liable for any tax obligation under the legislation of its country of residence or incorporation and any other applicable legislation it is subject to.

Each Receiver understands that it is participating in the Beta Testing Version of the SportyCo Platform, a testing version of the software and it may contain technical deficiencies, which might result in loss of SPF Tokens for the Receiver. By using the Beta Testing Version of the Investment Module, you agree to this risk and forfeits any claims towards SportyCo.

By running a campaign on the Beta Testing Version of the SportyCo Platform each Receiver undertakes: (i) to follow this General Terms and other rules of the SportyCo Platform, (ii) to honor the Campaign Contribution and Future Income Sharing Agreement and the Smart Contract terms, (iii) to express itself in an appropriate manner on the SportyCo Platform, and (iv) to use the received funds for the intended purpose, as stated in the Campaign Materials.

Each Receiver understands and agrees that after the end of the campaign the Smart Contract will release the received SPF Tokens (less any potential Platform Fee, which will be agreed in advance at the initiation of the campaign) to a designated private wallet of the Receiver (the wallet should be EUR20 compatible) – as a lump sum or in installments, depending on the terms of the Smart Contract. It is very important that the Receiver safeguards its private key to unlock the wallet. SportyCo assumes no liability if the private key of the Receiver will be lost, hacked or breached in any other way. The Receiver furthermore understands that the market of SPF Token may be very volatile and the price per 1 SPF Token may vary substantially over the time. After the Smart Contract will release the SPF Tokens to the private wallet of the Receiver it is up to Receiver to decide what to do and how to handle with such SPF Tokens.

Each Receiver is solely liable for any tax obligation under the legislation of its country of residence or incorporation and any other applicable legislation it is subject to.

SportyCo reserves the right to remove or block any Receiver, who will not follow this General Terms.

 

Section V – RISK FACTORS

Each Member explicitly declares that it is fully familiar and understands the following risk factors:

  • Members should make sure they understand the nature and the contribution and the SPF Token, and the extent of their exposure to risk, considering the suitability of the SPF Tokens in light of their own circumstances and financial condition. Members declare that they are fully familiar with the SportyCo Platform and the nature of Donations as well as the nature of Contribution into Campaigns. It is the sole responsibility of Members to ensure that they have sufficient knowledge, experience and professional advice to make their own legal, financial, tax, accounting and other business evaluations of the merits and risks of contribution and are not relying on the advice of SportyCo or any of its representatives, supporters or others.

  • The law in certain jurisdictions may restrict or limit Donations or Contributions of SPF Tokens. Members are required by SportyCo to inform themselves about any such restrictions as they apply, and to observe them. Documents in relation to Donations or Contributions may not be used for, or in connection with, any offer to, or solicitation by, anyone in any jurisdiction or circumstances in which such an offer or solicitation is not authorized or is unlawful. SportyCo accepts no responsibility for any violation of any such restrictions by any person.

  • Each Member represents and warrants to SportyCo that it is fully aware of all the risks associated with the Donation or Contribution, and with the transfer of SPF Tokens to the Smart Contract system (such as risk of software or blockchain weakness, regulatory risks and risks in change of legislation and/or change in its interpretation, risks of Campaign failure, risk that the SPF Tokens and Contributions will have no value, and other associated risks).

  • Each Member further understands and accepts that any transfer of SPF Tokens to any Smart Contract on the SportyCo Platform is non-refundable.

  • Each Member further understands and accepts that smart contract technology is still in an early development stage and represents and warrants to SportyCo that it is fully aware of the associated risks with this regard.

  • Each Member is solely liable for any tax obligation under the legislation of its country of residence or incorporation and any other applicable legislation it is subject to.

  • Each Member represents and warrants to SportyCo that the contributed funds do no derive from any illegal activity and allows SportyCo appropriate AML Checks. Contributor understands and accepts that SportyCo may at any time reject any contribution on the basis of simple suspicion that the funds derive from illegal acts or that AML regulation was not honored, without any explanation.

 

Section VI - Final provisions

Each Member agrees that if any portion of these General Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the General Terms, which shall continue to be in full force and effect.

All disputes or claims arising out of or in connection with those General Terms, including disputes relating to their validity, breach, termination or nullity, shall be finally settled under the Rules of Arbitration (Vienna Rules) of the Vienna International Arbitral Centre (VIAC) of the Austrian Federal Economic Chamber by one arbitrator appointed in accordance with the said Rules. The seat of arbitration shall be Vienna, Austria. The language to be used in the proceedings shall be English. The Parties agree on the application of the rules on expedited proceedings.

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