1️Terms and Conditions
SIDUS USER TERMS AND CONDITIONS
By setting up, logging into and/or using your account on our website www.siduspad.io and related extensions (the “Website”), by using any of our services which are available via the Website and/or by participating in a Fundraise (as defined below), you hereby agree (i) to become a party to this agreement (the/this “Agreement”) and (ii) that your counterparty is Gaming Star Alliance , a licenced user of the trademark “Sidus Launchpad” (“Sidus”).
You will hereinafter be referred to as “you” and the “Client”. The Client and Sidus will each individually be referred to as (a) “Party” and collectively as (the) “Parties” to this Agreement.
RECITALS:
A. Sidus exploits, amongst other things but not limited thereto, a blockchain-based (crowdfunding) platform on/via which various services are provided, such as crowd funding services for newly (to be) incorporated companies with a focus on blockchain technology (the “Platform”).
B. Sidus hosts the Fundraise(s) on behalf of the companies listed on the Platform. Sidus also facilitates the platform on which the Fundraise(s) are hosted on behalf of the companies listed on the Platform.
C. The Client wishes to use the services of Sidus as listed on the Website and which are exclusively accessible to the Client via his/her account on the Website, explicitly including but not limited to (all as defined hereinafter:) using and/or interacting with the Platform, Fundraise(s), Token Claim(s) and/or NFT(s) (the “Services”).
D. Parties wish to establish their rights and obligations towards each other with regard to the Services and all subsequent (legal) actions and/or agreements in relation thereto in this Agreement.
E. In order to illustrate the (technical) knowledge of the Client of the status and functioning of blockchain technology and the application thereof, the Client hereby acknowledges (that he/she realizes), amongst other things but not limited to, that:
i. blockchain is a new and largely unregulated form of interaction and doing business. Many jurisdictions have not yet adopted their legal systems to this up-and-coming application of technology. As a result of this, upcoming changes in legal systems and/or other circumstances may result in substantial changes in the blockchain application and/or the (execution of the) Services;
ii. the tokens which are to be used, transferred and/or received by the Client are only accessible via a digital wallet. The wallet requires the means to store and access the private key. If either the private key or wallet is compromised this can result in the unrecoverable and permanent loss of the tokens which are held in that wallet; and
iii. blockchain and the (underlying) software(products) are currently in an early development stage and have not been proven to be without error. Therefore, Sidus cannot give the Client any warranties regarding the errorless and hack-free functioning and performance of Sidus’s network, the Platform, the Services and/or the blockchain(s) on which they are based.
F. The Client realizes and acknowledges that the Services and the Platform are still in the process of development and this development has no fixed timeline or deadline. The provision and execution of the Services is planned on a best-effort basis. The Client realizes and acknowledges that digital tokens and other blockchain-related technologies are new and untested, and are thus inherently risky. Sidus is not responsible for any non-performance of/in relation to the Services and/or the Platform resulting from adverse changes in market forces and/or technological changes. In addition, the Client has been warned, understands and accepts the following risks:
i. legal risks regarding securities regulations;
ii. risks associated with blockchain-related technologies;
iii. risks of unfavorable regulatory actions;
iv. risks of cyber theft and hacking;
v. risks of security weakness of codes & software;
vi. weaknesses of cryptography & mining attacks;
vii. risk of loss of value of cryptocurrencies and/or tokens;
viii. Sidus may not meet the Client’s expectations; and
ix. regulatory risks associated with cryptocurrencies, tokens, the Platform and/or the Services.
G. The Client realizes and acknowledges that this Agreement does not constitute an offer or invitation to subscribe for or to purchase any securities nor solicit any investment in any jurisdiction. The Client agrees to seek professional advice if he or she is in doubt about any aspect of this Agreement.
HAVE AGREED AS FOLLOWS:
1. Interpretation
1.1. Definitions that are defined in this Agreement apply in the singular form as well as in the plural form of these definitions.
1.2. The contents of the recitals in this Agreement form an integral part of what the Parties have agreed upon.
2. The Services
2.1. Sidus hereby undertakes the obligation with respect to the Client to ensure that the Client will be able to use and receive (access to) the Services and the Platform.
2.2. The provision of the Services by Sidus to the Client and the Client’s access to the Platform and the Services is subjected to the continuous compliance of the Client with the following (cumulative) conditions:
i. the Client successfully passes the KYC (know your customer) and AML (anti money laundering) checks and procedures applied by Sidus and/or a third party designated thereto by Sidus. This is to be determined at the sole discretion of Sidus and/or a third party designated by Sidus;
ii. the Client continuously complies with and acts in accordance with the terms of this Agreement, more specifically but not limited to, the representations and warranties made by the Client in article 6 of this Agreement; and
iii. the Client will at all times act and interact with the Services and the Platform in good faith, in accordance with the standards of reasonableness and fairness and not in any way or form that is to the detriment of and/or damaging to Sidus, Sidus’s business, the Services and/or (the functioning of) Platform.
2.3. Sidus is legally entitled to, at their own sole discretion, suspend (the functioning of) the Platform, Services and/or the Client’s access to (his/her account on) the Website temporarily or permanently. This access-blocking and/or suspension of the Services may be a consequence of, among other things but not limited thereto, inconsistent information regarding the identity of the Client, a pending compliance or security review, the request of a third party, or the request and/or order of an authority, governmental body, regulator, legal entity, law-enforcement agency, et cetera. Sidus, and/or any third party designated thereto by it, determines at their sole discretion which reasons are to be deemed valid for the suspension of the Services and/or the access to the Website. Sidus cannot be held liable for any losses suffered by the Client as a result of any suspension and/or termination of access to the Platform, the Services and/or the Website.
2.4. You are solely responsible for determining what, if any, taxes apply (to you) in your jurisdiction regarding entering into this Agreement, (using and interacting with) the Services and/or the Platform, including but not limited to, for example, sales, use, value-added, and similar taxes. Your responsibility is to report and remit the correct taxes to the appropriate tax authorities. Sidus is not responsible for withholding, collecting, reporting, or remitting any sales, use, value-added, or similar tax arising from you entering into and executing this Agreement, in any form whatsoever.
3. The (crowd) funding opportunities
3.1. The (crowd) funding opportunities that are listed on the Platform with regard to a specific company (the/a “Fundraise”) will be listed and monitored under strict supervision by Sidus or a party designated thereto by Sidus.
3.2. The Client’s participation in a Fundraise will always be subjected to a written agreement and subsequent legal relationship between the Client and Sidus and/or the relevant company regarding the Fundraise. If Sidus is not a (contracting) party to a Fundraise, then Sidus not in any way responsible or liable for the outcome and/or result of a Fundraise.
3.3. The Client agrees and warrants to Sidus with regard to the Client’s participation in a Fundraise via the Platform that he/she will:
i. exclusively and without any modification use and fully execute in accordance therewith the written agreements, KYC, and AML protocols, other (crowd) funding protocols and/or other agreements or documents which will be provided via the Platform on behalf of the company hosting a Fundraise; and
ii. only use the Platform and the Services provided by Sidus in order to identify and participate in a Fundraise and not circumvent the Platform and/or Sidus in any way possible.
iii. Whitelisting and Crowdfunding event: Before the crowdfunding event, the project shall transfer the maximum allocated tokens (Hardcap) to the crowdfunding smart contract that facilitates the whitelisting, crowdfunding, vesting, and refund policy. The whitelisting duration can be subject to changes before the crowdfunding events takes place, as unforeseen circumstances might cause the crowdfunding date or TGE date to change. During the whitelisting period, investors can register their interest in participating in the crowdfunding event. The final allocation for the crowdfunding event is based on the number of whitelisted users and their tiers. Eligible users can invest in project tokens during the crowdfunding event.
iv. Unsold tokens: Any unsold tokens will be automatically transferred back to the project after the crowdfunding event.
v. Refund policy: The refund policy Grace Period shall start at token listing, during which eligible investors who have not yet claimed any tokens and maintained their Sidus tier level can request a refund. If a refund is requested by eligible user, all the unclaimed user tokens will be automatically transferred back to the project.
vi. Raised funds and Sidus fee: The funds raised during the crowdfunding event will be automatically transferred to the project when users claim tokens, minus the crowdfunding fee. All remaining funds raised will be sent to the project wallet address at the end of the Grace Period.
vii. Grace Period: Grace period estimates from one to seven working days depending on the terms of a separate written agreement between Sidus and the project.
viii. SAFT: The project shall use the template SAFT agreement provided by Sidus to contract between the project and the (crowd).
4. Token Claim Event
4.1. As part of the Services, Sidus may transfer (airdrop) to you and/or other users of the Platform, cryptographic tokens relating to a specific project or company that is listed on the Platform (the/a “Token Claim”). A Token Claim is subjected to specific deliverables and/or actions that are to be performed and/or achieved by you in order to be eligible for a Token Claim.
4.2. It is exclusively determined by Sidus, and/or a third party designated thereto by Sidus, whether you have satisfactorily performed any action(s) and/or made any deliverable(s) on or via the Platform that makes you eligible to receive the cryptographic tokens under the Token Claim. The amount of cryptographic tokens you will receive is to be determined at the sole discretion of Sidus and/or a third party designated to it by Sidus.
4.3. The cryptographic tokens that you may receive under the Token Claim (if any), are envisaged to be distributed by Sidus after you have satisfactorily performed any action(s) and/or made any deliverable(s) on or via the Platform.
5. NFTs
5.1. As part of the Services, Sidus may transfer to you and/or other users of the Platform like you, cryptographic, non fungible tokens (NFTs) granting you (access to) specific Services, such as but not limited to, benefits (perks) and/or access to areas of the Platform (“NFTs”). The use and receipt of NFTs is subjected to specific deliverables and/or actions that are to be performed and/or achieved by you in order to be eligible to receive and use NFTs. These deliverables and/or actions are communicated by Sidus to you on/via the Platform and may include terms and conditions issued by third parties.
5.2. It is exclusively determined by Sidus, and/or a third party designated thereto by Sidus whether you have satisfactorily performed any action(s) and/or made any deliverable(s) on/via the Platform that makes you eligible to receive and/or use (a) NFT(s) and the Services related thereto.
5.3. NFTs, are envisaged to be distributed by Sidus after you have satisfactorily performed any action(s) and/or made any deliverable(s) on/via the Platform.
6. Representations and warranties from the Client to Sidus
6.1. The Client represents and warrants to Sidus that:
i. he/she is over 18 (eighteen) years old;
ii. he/she is legally permitted under the laws applicable to him/her to enter into this Agreement and is allowed and capable of receiving the Services;
iii. he/she is not involved in any proceedings or disputes related to (the execution of) this Agreement and/or (the use of) the Services;
iv. entering into this Agreement and/or the use of the Services does not constitute an attributable breach on the part of the Client concerning one or more third parties;
v. the (content(s) of the) information and documents that the Client has provided and/or will provide during the execution of this Agreement and/or the use of the Services to Sidus and/or a third party designated by Sidus in relation to (the signing and execution of) this Agreement, including but not limited to the information and documents with regard to the KYC and AML procedures, are correct, accurate, true and not in any way misleading or fabricated;
vi. the Client’s wallet address which he/she provides to Sidus is a wallet address that is exclusively controlled and used by the Client, whereas (for avoidance of doubt) said wallet address is not an address held with an exchange, nor an address that is (also) used by and/or on behalf of anybody else;
vii. what has been included in the recitals of this Agreement is correct, while the Client is aware of, and warrants that he/she is aware of, and understands the risks as described in the recitals of this Agreement;
viii. the Client confirms that he/she fully understands the (technical) nature and (legal) consequences of this Agreement, the functioning of the Platform and (the use of) the Services;
ix. he/she enters this Agreement solely to receive the Services from Sidus. The Client is not entering into this Agreement for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;
x. the Client will comply with any applicable legal and tax obligations in his/her jurisdiction arising from the Client entering into this Agreement and/or receiving the Services;
xi. the Client enters into this Agreement and shall use the Services exclusively for himself/herself and not (also) for and/or on behalf of anybody else; and
xii. the Client is (whether as an individual or legal entity) is not a resident of or registered in, any of the Restricted Locations. For the purpose of this Agreement, “Restricted Locations” shall include the United States (including US territories, such as Puerto Rico, Guam, the Northern Mariana Islands, American Samoa, and etc.), Singapore, the mainland of Hong Kong, Malaysia, Ontario Canada, Crimea and Luhansk/Donetsk regions (the list of “Restricted Locations” may be updated from time to time at the Platform’s sole and absolute discretion).
xiii. the User (whether as an individual or legal entity) is not on any sanction lists of competent authority, including but not limited to the sanction lists of Panama, the sanction lists of international laws and conventions to which Panama is a party and other applicable sanction lists.
7. Liability and indemnification
7.1. Unless stated otherwise in this Agreement, Sidus is not bound to give the Client, and does not provide, any warranty, indemnity, or a combination thereof regarding (the functioning of) the Platform, (the use of) Services, (the execution of) this Agreement, and/or any other respect in any form whatsoever.
7.2. Sidus is not liable and cannot be held liable by the Client for any damage, however named and to the maximum extent, suffered by the Client or third parties as a result of (the execution of) this Agreement and/or (the use of) the Services, except in the case of wilful intent or deliberate recklessness on the part of Sidus. The exclusion of liability under this clause also applies to any auxiliary persons and/or subordinates who are involved by Sidus regarding (the execution of) this Agreement and/or (the use of) the Services.
7.3. The Client acknowledges and agrees that he/she will indemnify Sidus, its directors, its employees and/or any third party involved with (the creation and/or execution of) this Agreement and/or the Services against (any) third-party claim(s), including but not limited to the claims which arise from the Client entering into this Agreement, using the Services and/or a breach of any or all representations made by the Client as described in article 6 of this Agreement.
8. Intellectual property rights
8.1. Without limitation thereto, Sidus’s intellectual property rights are those rights which are registered in its name and also inventions, original works of authorship (copyrighted materials), developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws or other intellectual property which relate to (the implementation of) Sidus’s business, this shall more specifically include, but not be limited thereto, (the exploitation of) the Platform, (the provision and execution of) the Services, (the execution of) this Agreement and all software and technologies related thereto. Additionally (and for the avoidance of doubt), Sidus is the sole owner of all rights of, existing, regarding and arising from (the use of) the Platform and the Services, including copyrights and other intellectual property rights.
8.2. Unless explicitly agreed upon otherwise in this Agreement, nothing with regard to (the execution of) this Agreement and/or (the provision or use of) the Services may be interpreted or construed as granting the use of and/or transferring any (intellectual) (property) right(s), however named, by Sidus to you.
9. Termination of the Agreement
9.1. As soon as the Client’s account on the Website is closed, this Agreement will automatically terminate.
9.2. Sidus is entitled to terminate this Agreement and, as a result thereof, terminate Client’s access to the Platform and the use of the Services with immediate effect, without any prior warning or due regard of any (termination) notice, if one of the following circumstances or a combination thereof present itself, which is to be determined at the sole discretion of Sidus and/or a third party designated by Sidus:
i. the Client does not fulfill his/her obligations towards Sidus as described in article 2.2 and/or 3.3 of this Agreement;
ii. the Client materially breaches this Agreement, including but not limited to the Client breaching the representations and/or warranties set out in article 6 of this Agreement;
iii. the Client is declared bankrupt or files a petition for bankruptcy against himself/herself;
iv. the Client is granted (provisional) suspension of payments or applies for a suspension of payments;
v. the Client dies, and/or;
vi. the Client consciously brings damage to Sidus, its business, the Platform, the Services, a third party involved in or with a Fundraise, or otherwise in relation to (the execution of) this Agreement.
9.3. In addition to the foregoing termination grounds, Sidus is entitled to terminate this Agreement and, as a result thereof, terminate Client’s access to the Platform and the use of the Services with immediate effect, without any prior warning or due regard of any (termination) notice, if the Client does not successfully pass the KYC (know your customer) and AML (anti money laundering) checks and procedures applied by Sidus and/or a third party designated thereto by Sidus. This is to be determined at the sole discretion of Sidus and/or a third party designated by Sidus.
9.4. The obligations set forth in articles 6, 7, 8, 9 and 10 of this Agreement shall survive the termination, annulment and/or dissolvement of this Agreement indefinitely.
10. Final provisions
10.1. This Agreement includes all the arrangements between the Parties relating to the Services and replaces all the previously written and oral arrangements made between the Parties. No further (general) terms, conditions and/or statutory regimes are applicable to the legal relationship and/or (other) arrangements made between Parties.
10.2. By entering into this Agreement, you give Sidus permission in advance for the transfer of its rights and obligations under this Agreement and all related (legal) acts to third parties, either by contract transfer or separately. If Sidus makes such a transfer, it will remain responsible to you for the fulfilment of its obligations under this Agreement until Sidus has notified you of the transfer and the (legal) person to whom Sidus has transferred its obligations under this Agreement.
10.3. Sidus is legally entitled to amend this Agreement unilaterally.
10.4. All the communications, notices and announcements under this Agreement must be made in writing.
10.5. If a provision of this Agreement turns out to be void or non-binding, the Parties continue to be bound to the other provisions of this Agreement.
10.6. Any claims that may ensue from (the execution of) this Agreement and/or (the use of) the Services cannot be transferred, this with effect under property law.
10.7. (The execution of) this Agreement, (the provision of) the Services and/or any non-contractual rights and/or obligations arising out of or in connection therewith are solely and exclusively governed by and shall be construed in accordance with the laws of the Netherlands.
10.8. Any disputes arising out of or in connection with this Agreement and/or the Services, including regarding the existence or validity of this Agreement, and any non-contractual obligations arising out of or in connection with this Agreement and/or the Services, are subject to arbitration before Center of Arbitration and Conciliation of Panama (CECAP) and in accordance with the Arbitration Rules of the NAI. The place of arbitration shall be Panama city, Panama. The proceedings shall be conducted in English. The (procedural) laws of Panama shall be exclusively applicable and applied in any such arbitration proceeding(s) before the CECAP.
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