SynFutures Campaign Terms & Conditions
Date Last Revised: Feb 27, 2024
1. GENERAL
These SynFutures Campaign Terms & Conditions (“Terms”) are entered into between you or (if you represent an entity) such entity — whether in the capacity of Applicant or Participant under these Terms — and Lawincodes Technology Limited (“Organiser” or “we” or “us”), a company incorporated under the laws of the British Virgin Islands. Applicant and Organiser are hereinafter separately referred to as “Party” and collectively as “Parties”.
These Terms shall apply to your registration (“Registration”) as an applicant (“Applicant”) for participation in a Campaign, and subject to your Successful Registration for such Campaign, shall also apply to your participation as a participant (“Participant”) in such Campaign.
These Terms are to be read together with the provisions set forth in: (a) the Terms of Service found at https://www.synfutures.com/terms (“User TOS”) governing the access and use of the Site facilitating access to the SynFutures Protocol; (b) the Privacy Policy found at https://www.synfutures.com/policy; and © the Campaign Rules applicable to Campaign(s) in respect of which you have secured Successful Registration. Any capitalised terms used and not otherwise defined in these Terms shall have the meaning ascribed to them in the User TOS. Unless otherwise stated herein, in the event of any inconsistency between these Terms and the User TOS or the applicable Campaign Rules, these Terms shall prevail.
Organiser reserves the right to modify or amend these Terms in its sole discretion from time to time. The “Date Last Revised” specified on these Terms indicates the date on which the Terms were last modified. It is the duty of Applicant to check these Terms periodically to ensure that Applicant is aware of and in compliance with the most current version of the Terms. Any revision to the Terms shall take effect immediately upon such revised Terms being made accessible via the Communication Channels (as defined below).
By registering to participate in a Campaign in accordance with these Terms, Applicant agrees and acknowledges that:
(a)
Registration does not constitute and/or indicate automatic acceptance (whether express or implied) by Organiser of Applicant’s intended participation in such Campaign. Applicant shall not be deemed a participant of such Campaign unless and until Applicant has fulfilled all registration and eligibility requirements as set out herein, together with any additional registration and eligibility requirements as may be stipulated in the Campaign Rules (“Successful Registration”) applicable to such Campaign. Upon Successful Registration for such Campaign, Applicant shall be deemed a “Participant” of such Campaign for purposes of these Terms.
(b)
Applicant has read and understood these Terms, and is deemed to have accepted unconditionally and without reservation all of the terms set out in these Terms. Regardless of whether Applicant’s Registration is or has been accepted, all of Applicant’s dealings with Organiser in connection with Applicant’s Registration for participation in such Campaign shall be on and subject to these Terms (as may be in force from time to time), which sets forth legally binding terms and conditions between Applicant and Organiser, read together with the User TOS and the applicable Campaign Rules.
IF APPLICANT DOES NOT AGREE WITH OR ACCEPT THESE TERMS, APPLICANT SHOULD NOT CONTINUE OR PROCEED WITH REGISTRATION AND/OR PARTICIPATE IN ANY CAMPAIGN. TO THE EXTENT PERMITTED BY LAW, THE COMPANY MAKES NO REPRESENTATIONS AND WARRANTIES (WHETHER EXPRESS OR IMPLIED) OR GUARANTEES WITH RESPECT TO ANY CAMPAIGN. IF IN DOUBT, APPLICANT SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.
Headings in these Terms are for convenience only and have no legal or contractual effect. References to a “Paragraph” and “Annex” are to be construed as references to the paragraphs of and the annexes to these Terms respectively. In these Terms, words and expressions not otherwise defined shall have the meanings respectively ascribed thereto in Annex 1.
2. INTRODUCTION
2.1
These Terms, together with the Campaign Rules applicable to the Campaign subject of Applicant’s Registration, shall govern Applicant’s Registration and, in the event of Successful Registration of Applicant, Applicant’s participation in such Campaign. If Applicant does not accept these Terms, Applicant shall not effect any Registration and shall not be eligible to participate in such Campaign.
2.2
Paragraphs 5, 6, 7, 8 and 10 herein shall apply only in the event of Successful Registration of Applicant into a Campaign.
3. REGISTRATION TO PARTICIPATE IN CAMPAIGN
3.1
Applicant’s Registration for participation in a Campaign shall be in the form and manner as prescribed in the Campaign Rules applicable to such Campaign, which may require Applicant to do such things and provide to Organiser such information as Organiser may deem necessary for purposes of assessing the Applicant’s eligibility for participation in such Campaign, including, but not limited to, such information in relation to Applicant for purposes of anti-money laundering and know-your-client compliance, Applicant’s wallet address intended to be designated as Participant Campaign Reward Receiving Address and the username(s) and/or handles of Applicant’s social media accounts and other communication channel accounts. All personal data collected via such Registration shall be collected, used and disclosed in accordance with the Privacy Policy at https://www.synfutures.com/policy and any applicable provisions set out in the applicable Campaign Rules (which, in the event of inconsistency, shall prevail).
3.2
Any incomplete and/or inaccurate information in a Registration shall render such Registration invalid, and Organiser may, at its sole and absolute discretion, reject any such Registration without prior notice to Applicant.
3.3
Applicant acknowledges that, at any time after Registration, Organiser may contact Applicant to request for further documents and/or information in relation to Applicant and/or to notify Applicant of the status of such Registration.
4. DETERMINATION OF ELIGIBILITY FOR PARTICIPATION IN CAMPAIGN
4.1
Organiser may require Applicant to furnish such documents and information as Organiser may deem necessary in order to verify Applicant’s identity, status and/or eligibility for participation in a Campaign, including the truth and accuracy of the representations and warranties made by Applicant/Participant pursuant to Paragraph 9.
4.2
The determination of Applicant’s eligibility for participation in a Campaign and of Participant’s compliance with these Terms and the applicable Campaign Rules shall be at the sole discretion of Organiser.
4.3
In the event Applicant is unable to furnish such documents or information (as may be required under Paragraph 4.1) to Organiser’s satisfaction, Organiser reserves the right, in its sole and absolute discretion, to reject and/or disqualify any application of Applicant for Registration.
4.4
Notwithstanding Successful Registration of Applicant for participation in a Campaign as Participant, in the event Organiser requires but Participant is unable to furnish any documents or information as may be required under Paragraph 4.1 or in the event of breach by Participant of these Terms and the Campaign Rules applicable to such Campaign in any respect, Organiser reserves the right, in its sole and absolute discretion, to:
(a) revoke such Successful Registration of Participant in respect of such Campaign;
(b) suspend, prohibit or restrict Participant’s further participation in such Campaign;
(c) withhold the distribution of and/or forfeit any allocation of Campaign Rewards (if any) to Participant; and/or
(d) require the return of any Campaign Rewards which have been distributed to Participant pursuant to these Terms.
5. CAMPAIGN PARTICIPATION
5.1
Subject to the Successful Registration of Applicant/Participant for participation in a Campaign, and subject to Paragraph 5.2 and Participant’s compliance with these Terms and the applicable Campaign Rules, Organiser shall permit Participant’s participation in such Campaign during the applicable Campaign Period, and Participant shall:
(a) comply with these Terms and the applicable Campaign Rules in all respects;
(b) provide all information, as may be reasonably requested by Organiser, in relation to Participant and/or Participant’s participation in such Campaign;
(c) notify Organiser in writing of any development or change that renders any information (whether relating to Participant and/or Participant’s participation in such Campaign) furnished by Participant to Organiser inaccurate or misleading; and
(d) ensure that Participant’s participation in such Campaign is undertaken in compliance with the laws of any jurisdiction applicable to Participant.
5.2
Notwithstanding any provision herein, all Campaigns and applicable Campaign Rules are subject to periodic review by the Organiser, and the Organiser may, in its sole and absolute discretion, modify any part, aspect and/or feature of any Campaign, and/or any right or benefit conferred or to be conferred on Participant under any Campaign.
6. CAMPAIGN REWARDS
6.1
Subject to Participant’s compliance with these Terms and the Campaign Rules applicable to a Campaign, Organiser retains the sole and absolute discretion to declare, allocate and distribute, pursuant to the applicable Campaign Rules, Campaign Rewards in connection with Participant’s participation in such Campaign during the applicable Campaign Period, in accordance with the applicable Campaign Rules.
6.2
Organiser reserves the right to alter the nature of Campaign Rewards (if any) to be awarded pursuant to these Terms and the applicable Campaign Rules, including the awarding of Campaign Rewards in digital assets, points (as part of a point system established by Organiser pursuant to the applicable Campaign Rules) and/or such other form as may be determined in Organiser’s sole and absolute discretion. Where digital assets are to be transferred to Participant as Campaign Rewards (if any) awarded pursuant to this Paragraph 6, Organiser shall procure the transfer of such digital assets to the Participant Campaign Reward Receiving Address, and such transfer shall be considered effected if there are at least thirty (30) confirmations on the blockchain applicable to the Campaign Rewards being transferred to Participant.
7. PROHIBITED / UNAUTHORISED PARTICIPATION IN CAMPAIGN
7.1
In participating in a Campaign, Participant shall at all times comply with all laws, statutes, orders, regulations, and rules (including the applicable Campaign Rules) applicable to Participant and such Campaign.
7.2
Participant shall not, in its participation in a Campaign, directly or indirectly:
(a) engage in, or knowingly facilitate, any money laundering, terrorist financing, or other illegal activities;
(b) disrupt, manipulate, degrade and/or impair the operation of any Campaign and/or SynFutures Protocol;
(c) create or cause to be created any security or defamatory risks for the SynFutures ecosystem and community and/or any Campaign;
(d)use SynFutures IP in any manner that is:
(I) in violation of any applicable laws, rules or regulations; and/or
(II) in violation or breach of these Terms and/or any other document from time to time governing the use of SynFutures IP;
(e) in any way infringe the Intellectual Property Rights or any other rights of any third party;
(f) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the SynFutures Protocol, except as expressly permitted herein or by applicable laws;
(g) reverse engineer or attempt to reverse engineer the SynFutures Protocol, except as expressly permitted by applicable laws; and/or
(h) otherwise engage in, or knowingly facilitate, any illegal, fraudulent, deceptive, manipulative, infringing or objectionable activity (including such activities as may be prohibited under the applicable Campaign Rules).
7.3
In the event that Participant has, in participating in a Campaign, engaged in unfair, excessive or abusive usage or conduct, Organiser reserves the right to take such actions as may be necessary to the fullest extent permitted by law, to protect Organiser from losses, damages, harm or degradation of any form and manner, including publishing information pertaining to Participant’s disqualification from such Campaign and forfeiture of and/or requiring the return of any Campaign Rewards awarded to Participant under such Campaign.
8. OTHER OBLIGATIONS OF PARTICIPANT
8.1. In participating in a Campaign, Participant:
(a) shall, to the extent that Organiser requires, or determines in its sole and absolute discretion that it is necessary to obtain, certain information about Participant in order to comply with any applicable Laws or regulations in connection with Participant’s participation in such Campaign and/or the distribution of Campaign Rewards (if any) to Participant, provide Organiser with such information promptly upon such request at any time to the extent reasonable;
(b) shall not make any warranties and/or representations of any kind concerning Organiser, Organiser’s Affiliates and/or the SynFutures Protocol, or assume any obligation of any kind (whether express or implied) on behalf of Organiser;
(c) shall not use any SynFutures IP, except if and as expressly authorised under these Terms; and
(d) shall not, directly or indirectly, manipulate, impair the operation of such Campaign and/or collude with any person (including any other User(s)) with the view to obtain any illegal and/or unauthorised benefit.
8.2
In disseminating and/or distributing any information with the view to and in connection with participation in a Campaign (“Relevant Disseminated Information”) (if any), Participant shall not:
(a) make any misrepresentation or present any false or inaccurate information pertaining to Organiser, Organiser’s Affiliate(s), the SynFutures Protocol and/or such Campaign or any token associated with the SynFutures Protocol; and
(b) promote, market to and/or solicit the purchase by any other person of any fungible or non-fungible token native to the SynFutures Protocol.
8.3
Organiser shall have the right (but not the obligation) to monitor, review and retain records of all Relevant Disseminated Information, and Participant agrees to do all acts and provide all consents as may be required in order for Organiser’s rights as set out herein to be exercised in full force and effect.
9. REPRESENTATIONS AND WARRANTIES OF APPLICANT/PARTICIPANT
Applicant/Participant hereby represents, warrants and undertakes to Organiser, as of the date of Applicant/Participant’s Registration up to and including the Termination Date, as follows:
9.1
Where Applicant/Participant is an individual, Applicant/Participant:
(a) is of sufficient age and capacity under the applicable Laws of the jurisdiction in which Participant resides and the jurisdiction of which Applicant/Participant is a citizen, to accept these Terms and perform all of Applicant/Participant’s obligations hereunder; and
(b) is not a person who is a citizen, domiciled in, resident of, or physically present / located in an Excluded Jurisdiction.
9.2
Where Applicant/Participant is a body corporate, Applicant/Participant:
(a) is duly incorporated or formed, validly existing, and in good standing under the Laws of Applicant/Participant’s jurisdiction of incorporation or formation, having full right, power, capacity and authority to enter into and consummate the transactions contemplated by these Terms and otherwise to carry out its obligations hereunder;
(b) is not established or incorporated in, and does not operate out of, an Excluded Jurisdiction; and
(c) is not wholly or partially owned by or under the control of (i) one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; (ii) one or more entities which is incorporated in, or operates out of, an Excluded Jurisdiction; and/or (iii) a Designated Person / Entity.
9.3.
Applicant/Participant is not:
(a). a Person: (i) included in the Consolidated List published by the United Nations Security Council of individuals or entities subject to measures imposed by the United Nations Security Council accessible at https://www.un.org/securitycouncil/content/un-sc-consolidated-list; or (ii) included in the United Nations Lists (UN Lists) or within the ambit of regulations relating to or implementing United Nations Security Council Resolutions listed by MAS and accessible by https://www.mas.gov.sg/regulation/anti-money-laundering/targeted-financial-sanctions/lists-of-designated-individuals-and-entities and https://www.mas.gov.sg/regulation/anti-money-laundering/targeted-financial-sanctions/regulations-for-targeted-financial-sanctions (“Designated Person / Entity”); and/or
(b). a Person who is otherwise prohibited or ineligible in any way, whether in full or in part, under any Law applicable thereto from participating in any part of the transactions contemplated in these Terms,
(collectively, “Excluded Persons”).
9.4
Applicant/Participant is not entering into, performing its obligations under these Terms or receiving any Campaign Rewards from within an Excluded Jurisdiction, nor shall Applicant/Participant be entering into, performing its obligations under these Terms or receiving any Campaign Rewards on behalf of, or under the control or direction of any Excluded Person.
9.5
The entering into and performance by Applicant/Participant of Applicant/Participant’s obligations under these Terms and the applicable Campaign Rules will not result in any violation of, be in conflict with in any material respect, or constitute a material default under:
(a). to the extent that Applicant/Participant is a corporation, any provision of Applicant/Participant’s Constitutive Documents;
(b). any provision of any permit, licence, judgment, decree or order to which Applicant/Participant is a party, by which Applicant/Participant is bound;
(c). any material contract, obligation, or commitment to which Applicant/Participant is a party or by which it is bound (including the User TOS); and/or
(d). any Laws applicable to Applicant/Participant.
9.6
Applicant/Participant complies with all anti-money laundering and anti-terrorism-financing requirements in all applicable jurisdictions.
9.7
Neither Applicant/Participant, nor any Person having a direct or indirect beneficial interest in Applicant/Participant, nor any Person for whom Applicant/Participant is acting is an Excluded Person or:
(a). is listed by the MAS as designated individuals or entities defined in the respective regulations promulgated under the Monetary Authority of Singapore Act 1970 of Singapore, the United Nations Act 2001 of Singapore, the Variable Capital Companies Act 2018 of Singapore or the Terrorism (Suppression of Financing) Act 2002 of Singapore or such other Law, regulation or rule as may be prescribed by the MAS from time to time;
(b). is the subject of sanctions administered or enforced by Singapore, the United States of America (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control), the United Kingdom of Great Britain and Northern Ireland, the European Union or any other Governmental Authority (collectively, “Sanctions”);
(c). is located, organised or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions (including, without limitation, the Central African Republic, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Iran, Libya, Mali, Russia, Somalia, South Sudan, Sudan, and Yemen);
(d). has engaged in and is not now engaged in any dealings or transactions with any government, Person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction, is or was the subject of any Sanctions; or
(e). is otherwise a party with which Organiser is prohibited from dealing with under applicable Laws.
9.8
Applicant/Participant understands the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of digital assets, cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms and blockchain technology, and Applicant/Participant acknowledges that Applicant/Participant shall bear all risks arising from and/or in connection with Applicant/Participant’s participation in any Campaign and the distribution of Campaign Rewards (if any) to Participant pursuant thereto.
9.9
For the purposes of receipt of Campaign Rewards in accordance with these Terms, Participant acknowledges and accepts that Participant has the sole responsibility to establish and/or maintain in fully operational, secure and valid status, access to the Participant Campaign Reward Receiving Address, the credentials for access of such Participant Campaign Reward Receiving Address, and the private keys of such Participant Campaign Reward Receiving Address.
10. USE OF SYNFUTURES IP
10.1
For purposes of these Terms, “SynFutures IP” refers to trademarks, service marks, trade names and domain names owned by Organiser and/or Organiser’s Affiliate(s) (or their licensor(s), if applicable).
10.2
Subject to Participant’s Successful Registration in respect of a Campaign, and subject to Participant’s compliance with these Terms, Organiser shall grant Participant, for the duration commencing on the date of Successful Registration of Participant for participation in such Campaign until Termination, a limited worldwide, non-exclusive, non-transferable licence to use, reproduce and display the SynFutures IP solely for the limited purpose of Participant’s participation in such Campaign in accordance with these Terms.
10.3
Participant acknowledges and agrees that, save as expressly provided herein, Participant shall not acquire and/or own any legal right, title and/or interest in any Intellectual Property Rights of the Organiser and/or Organiser’s Affiliate(s) (or their licensor(s), if applicable).
10.4
Subject to the rights expressly granted to Participant under Paragraph 10.2, the Organiser and/or its Affiliates owns all legal rights, titles and interests, including Intellectual Property Rights, in and to all of the SynFutures IP. The rights of Participant in relation to the SynFutures IP are limited to those expressly conferred, and subject to the restrictions stipulated, in this Paragraph 10. There are no implied licences granted to Participant under these Terms, and any rights not expressly granted to Participant hereunder are reserved by the Organiser.
10.5
Participant agrees that Participant may not do, nor permit any third party to do or attempt to do, any of the foregoing without Organiser’s express prior written consent in each case:
(a). use SynFutures IP to advertise, market, or sell any third party product or service unrelated to the SynFutures Protocol;
(b).use SynFutures IP in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise offend or infringe upon the rights of others;
(c). use SynFutures IP in any way that is inimical or contrary to the interests of Organiser and/or its Affiliates, including being insulting or derogatory to Organiser and/or others;
(d). in connection with SynFutures IP, make any representation or behave in any manner which may adversely affect or impact Organiser and/or its Affiliates;
(e). sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialise merchandise that includes, contains, or consists of SynFutures IP;
(f). attempt to trademark, copyright, or otherwise acquire additional Intellectual Property Rights (not expressly conferred pursuant to these Terms) in or to SynFutures IP; or
(g). otherwise exploit or utilise SynFutures IP for Participant’s or any third party’s commercial benefit.
10.6
The licence granted to Participant under Paragraph 10.2 shall automatically terminate, and all rights granted to Participant under such licence shall be transferred to Organiser, in the event of any of the following:
(a). where Participant transfers or assigns, or attempts to transfer or assign, any of Participant’s rights and/or obligations pursuant to such licence and/or these Terms, without the prior written consent of Organiser;
(b). where Participant is in breach of any of the Terms and/or applicable Campaign Rules;
(c). where Participant engages in any unlawful business practice related to SynFutures IP, or uses any SynFutures IP in any manner that is in violation of any applicable laws, rules or regulations and/or in violation or breach of these Terms and/or applicable Campaign Rules, and/or any other document from time to time governing the use of SynFutures IP;
(d). it has come to Organiser’s attention that any of the representations and warranties given by Participant (including those set out at Paragraph 9) are false and/or untrue;
(e). where Participant initiates any legal actions, except an arbitration as specifically provided herein, against Organiser and/or any of its Affiliates and/or any of their respective officers, members, affiliates, agents or employees; and/or
(f). immediately upon Termination.
11. TERMINATION
11.1
These Terms shall remain in full force and effect until Termination in accordance with the provisions of this Paragraph 11, save that the Surviving Provisions shall survive the Termination hereof.
11.2
Unless earlier terminated pursuant to Paragraph 11.3, these Terms shall terminate, in respect of the Campaign which is the subject of Applicant/Participant’s Registration and/or participation, on the last date of the Campaign Period applicable to such Campaign. These Terms (save for the Surviving Provisions) shall cease to apply, in respect of such Campaign, with effect from such end date of such Campaign and provided that such termination shall not affect or prejudice any rights of the Parties that have accrued before such termination.
11.3
Notwithstanding Paragraph 11.2, Organiser shall be entitled by notice in writing to Applicant/Participant (“Termination Notice”) to terminate Parties’ agreement under these Terms if:
(a). Applicant/Participant does not comply with Applicant/Participant’s obligations under these Terms or is otherwise in breach of these Terms;
(b). Organiser receives any information, advice and/or evidence that:
(I). an order has been made or petition presented for the winding up or insolvency of Applicant/Participant, whether in Singapore or elsewhere;
(II). a composition in satisfaction of Applicant/Participant’s debts or compromise or arrangement between Applicant/Participant and Applicant/Participant’s creditors has been proposed, sanctioned or approved, whether in Singapore or elsewhere; or
(III). the Relevant Dissemination Information disseminated and/or distributed by Participant contains any misrepresentation or false or inaccurate information in relation to Organiser, Organiser’s Affiliate(s), the SynFutures Protocol and/or any Campaign;
(c). Applicant/Participant commits or omits to do something that, in Organiser’s opinion, may damage the business or reputation of Organiser and/or Organiser’s Affiliate(s); or
(d). Applicant/Participant is deemed by Organiser, for any other reason whatsoever, to be no longer suitable and/or eligible for participation in the relevant Campaign.
11.4
In the event of any such termination pursuant to Paragraph 11.3, these Terms (save for the Surviving Provisions) shall terminate and cease to apply with effect from the date of the Termination Notice issued to Applicant/Participant in accordance with Paragraph 11.3 (or such other date as Organiser may stipulate in such Termination Notice).
11.5
Organiser shall not be required to deliver any benefit (including Campaign Rewards, if any) (or any part thereof) which may have been awarded to and/or accruing to Participant but which has not been delivered to Participant prior to the Termination Date.
12. DISCLAIMERS
12.1
Organiser has not made and makes no representation, warranty and/or condition of any kind in respect of any information contained in or on:
(a). any Campaign Rules;
(b). the Communication Channels;
(c). any other website or social media channel directly or indirectly linked to SynFutures Protocol or the Communication Channels; and/or
(d). any other information or document.
12.2
To the maximum extent permitted by all applicable laws, regulations, and rules and except as otherwise expressly provided herein, Organiser disclaims all liability, and shall in no case be liable to Applicant/Participant or any person, for:
(a). use of SynFutures IP by Participant for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
(b). failure, malfunction or breakdown of, or disruption to, the operation of any blockchain, any blockchain-based software systems or any blockchain technology in connection with the operations of Organiser and/or its Affiliates, the SynFutures Protocol, Participant Campaign Reward Receiving Address, due to occurrences of hardforking, hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;
(c). loss of possession of the credentials for accessing, or loss or destruction of the private keys of Participant Campaign Reward Receiving Address in any manner and to any extent;
(d). any variation in the market value of Campaign Rewards (if any);
(e). any prohibition, restriction or regulation by any Governmental Authority in any jurisdiction relating to Registrations and/or participation in any Campaign (including receipt of any Campaign Rewards under any Campaign); and/or
(f). all other risks, direct, indirect or ancillary, whether in relation to Registrations, any Campaign, receipt of Campaign Rewards, or otherwise which are not specifically or explicitly contained in these Terms.
13. WAIVERS
By accepting these Terms, Applicant/Participant:
13.1
agrees and acknowledges that the Indemnified Persons shall not be liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of fund, asset, revenue, income or profits, and loss of use or data), arising out of or in connection with participation in the relevant Campaign and/or any transactions contemplated hereunder;
13.2
undertakes not to initiate or participate, and waives the right to participate, in any class action lawsuit or class-wide arbitration against any of the Indemnified Persons in connection with participation in the relevant Campaign and/or any transactions contemplated hereunder; and
13.3
waives all rights, claims and/or causes of action (present or future) under law (including any tortious claims) or contract against Organiser and its Affiliates arising out of or in connection with participation in the relevant Campaign and/or any transactions contemplated hereunder.
14. LIMITATION OF LIABILITY, INDEMNIFICATION AND ASSUMPTION OF RISKS
14.1
To the maximum extent permitted by the applicable Laws, the maximum aggregate liability of the Indemnified Persons to Applicant/Participant arising from or in connection with these Terms (for any cause whatsoever and regardless of the form of the action), shall not exceed an amount equal to the aggregate Campaign Rewards paid and payable by Organiser under Paragraph 6.
14.2
Applicant/Participant agrees to indemnify and hold each of the Indemnified Persons harmless from any loss, claim or demand made, including costs and attorneys’ fees, arising out of or in connection with:
(a). Applicant/Participant’s Registration and/or participation in any Campaign;
(b). Applicant/Participant’s non-observance of these Terms;
(c). Applicant/Participant’s use or misuse of SynFutures IP;
(d). Applicant/Participant’s violation of applicable Laws; and/or
(e). any act or omission by Applicant/Participant in connection with any Campaign which results in loss, damage to or diminution of value to the SynFutures Protoccol, ecosystem or community.
The relevant Indemnified Party reserves the right, at Applicant/Participant’s expense, to assume the exclusive defense and control of any matter for which Applicant/Participant is required to provide indemnification, and Applicant/Participant agrees to cooperate in the defense of these claims. Applicant/Participant agrees not to settle any matter without the prior written consent of the relevant Indemnified Party or Indemnified Parties. The relevant Indemnified Party will use reasonable efforts to notify Applicant/Participant of any such claim, action or proceeding upon becoming aware of it.
14.3
Applicant/Participant agrees and accepts that there are inherent risks associated with Applicant/Participant’s Registration and/or participation in Campaign(s), including (but not limited to) the following:
(a). The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the SynFutures Protocol and ecosystem. Organiser and/or its Affiliates may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction, which may materially adversely affect the continuity of Campaign(s).
(b). Applicant/Participant should make its own investigations and evaluations of digital assets that may be delivered as Campaign Rewards (if any) in accordance with these Terms. Where Participant has been awarded Campaign Rewards, Participant should inform itself as to the legal requirements applicable to it in respect of the receipt, holding, trading and disposition of any such digital assets comprising such Campaign Rewards (if any) upon delivery, and as to the income and other tax consequences to Participant of such receipt, holding, trading and disposition. Organiser is in no way responsible for any change in the underlying value or existence of such digital assets comprising the Campaign Rewards (if any) for any reason.
14.4
There are other risks associated with participation in Campaign(s), use of SynFutures IP, and the receipt of Campaign Rewards (if any) pursuant hereto, which Organiser cannot anticipate and which may further materialise as unanticipated variations or combinations of the aforementioned risks. Applicant/Participant should conduct its own due diligence on Organiser and/or its Affiliates, as well as understand the overall framework, mission and vision of the SynFutures Protocol and of the applicable Campaign, prior to effecting a Registration.
14.5
In the event of any failure, malfunction, breakdown or disruption of the SynFutures Protocol (including as contemplated under Paragraph 12.2(b)) by reason of an exploit, hack, attack or malicious action by any person(s), Organiser retains the sole and absolute discretion to withhold the distribution of and/or forfeit any allocation of Campaign Rewards (if any) to Participant.
14.6
Participant is solely responsible for determining the tax implications and tax reporting requirements associated with Participant’s participation in any Campaign and/or any Campaign Rewards received in connection therewith, and for paying any applicable taxes in each applicable jurisdiction in relation thereto. Organiser is not responsible for determining whether there are tax implications or tax reporting in connection with Participant’s participation in any Campaign and receipt of Campaign Rewards (if any), or for paying any applicable taxes in relation thereto.
15. SUCCESSORS AND ASSIGNS
These Terms shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, and permitted assigns. These Terms are personal to Applicant/Participant and shall not be assignable or otherwise transferable by Applicant/Participant. Organiser may assign or transfer its rights and/or obligations under these Terms to an Affiliate and/or any Person without the consent of Applicant/Participant. Any purported assignment in violation of this provision or in violation of applicable Laws shall be void.
16. CONFIDENTIALITY
16.1
Applicant/Participant shall keep confidential at all times the Confidential Information (as defined below) and must not directly or indirectly use, disclose or distribute the Confidential Information to any party except to the extent required for Applicant/Participant to properly fulfil and perform Applicant/Participant’s obligations under these Terms.
16.2
Applicant/Participant’s obligations of confidentiality in this Paragraph 16 shall not apply to any disclosure or use of Confidential Information to the extent:
(a). required by law; or
(b). the Confidential Information is rightfully received by Applicant/Participant from a third party without restriction and without breach of any of the obligations of confidentiality hereunder.
16.3
Applicant/Participant shall forthwith return to Organiser or destroy (at the Organiser’s option) all Confidential Information in Applicant/Participant’s possession or control upon:
(a). request by Organiser; or
(b). upon the Termination of these Terms,
Provided always that Applicant/Participant’s obligation under this Paragraph 16.3 shall be completed no later than seven (7) days after the relevant event set forth in 16.3(a) and 16.3(b) and Applicant/Participant shall, upon Organiser’s request, provide such written confirmation to Organiser’s satisfaction of Applicant/Participant’s due compliance with the provisions of this Paragraph 16.3.
16.4
For purposes of this Paragraph 16, “Confidential Information” shall mean all know-how, plans, strategy, concepts, data, techniques, technology, statistics, manuals, minutes, records and any other information or documents relating to Organiser and/or Organiser’s Affiliates whether of a legal, commercial, technical or financial nature regardless of the form, format, media or medium such information and documents are communicated, disclosed or provided to Applicant/Participant by Organiser and/or Organiser’s Affiliates (including by its respective directors, employees, officers, professional advisers, representatives and agents) or otherwise obtained by Applicant/Participant from Organiser and/or Organiser’s Affiliates (including from its directors, employees, officers, professional advisers, representatives and agents).
17. NO WAIVER
Any failure of Organiser to enforce these Terms or to assert any right(s), claim(s) or causes of action against Applicant/Participant under these Terms shall not be construed as a waiver of the right of Organiser to assert any right(s), claim(s) or causes of action against you.
18. ENTIRE AGREEMENT
Unless expressly provided otherwise herein, these Terms, together with the Campaign Rules applicable to the Campaign that is subject of Applicant/Participant’s Registration, contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to Applicant/Participant’s Registration for participation in such Campaign, and in the event of Successful Registration, participation in such Campaign(s).
19. COMMUNICATIONS WITH COMPANY
19.1
Any communication between the Parties shall be through electronic means.
19.2
Applicant/Participant consents to receive communications from Organiser in any electronic form, and acknowledges and agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Organiser may provide to Applicant/Participant electronically satisfy any legal requirement that would also be satisfied if such communications were to be in a hardcopy writing.
20. GOVERNING LAW AND JURISDICTION
20.1
These Terms shall be governed by, and construed in accordance with, the laws of Singapore.
20.2
Any Dispute shall be resolved in accordance with this Paragraph 20.
20.3
Subject always to Sections 12 to 14 of these Terms, any claim, suit, or dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally be resolved by arbitration administered by the Singapore International Arbitration Centre (in this Paragraph 20, “SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Paragraph. The arbitration tribunal shall consist of a sole arbitrator to be appointed by the President of the SIAC. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. This arbitration agreement shall be governed by Singapore law. In respect of any court proceedings in Singapore commenced under the International Arbitration Act 1994 of Singapore in relation to the arbitration, the Parties agree (a) to commence such proceedings before the Singapore International Commercial Court (in this Paragraph 20, “SICC”); and (b) in any event, that such proceedings shall be heard and adjudicated by the SICC.
20.4
Notwithstanding any Dispute or reference of certain Disputes (or part of certain Disputes) for determination by arbitration pursuant to Paragraph 20.3, the Parties will continue to comply with their respective obligations under these Terms.
21. RIGHTS OF THIRD PARTIES
Save for the Indemnified Persons who shall have rights to the extent accorded thereto under these Terms, any person who is not a Party shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of these Terms.
22. SEVERANCE AND PARTIAL INVALIDITY
22.1
If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
22.2
The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
23. COSTS AND EXPENSES
Applicant/Participant shall bear all costs and expenses incurred by Applicant/Participant in connection with any Registration (including any preparation and any act done for purposes of effecting such Registration), and in the event of Successful Registration, participation in the Campaign subject of such Successful Registration. Organiser shall not be under any obligation to reimburse Applicant/Participant for any such costs and/or expenses incurred in connection therewith.
24. NO PARTNERSHIP AND NO AGENCY
Nothing in these Terms and no action taken by the Parties pursuant to these Terms shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties. Nothing in these Terms and no action taken by the Parties pursuant to these Terms shall constitute, or be deemed to constitute, either Party as the agent of the other Party for any purpose. No Party has, pursuant to these Terms, any authority or power to bind or to contract in the name of the other Party.
ANNEX 1
DEFINITIONS
- In these Terms, the following words and expressions shall, where not inconsistent with the context, have the following meanings respectively:
“Affiliate” with respect to any Person, means any other Person directly or indirectly controlling, controlled by or under common control with such Person, and “Affiliates” shall be construed accordingly.
“Applicant” has the meaning ascribed to it in Paragraph 1.
“Campaign” means any programme or trading competition initiated by the Organiser, with the view to incentivising and increasing participation by existing Users of, and adoption by new Users of, the SynFutures Protocol, including but not limited to the Trading Grand Prix and the Oyster Odyssey Campaign.
“Campaign Period” in relation to a Campaign, means the period during which such Campaign remains open for participation as stipulated by Organiser under the applicable Campaign Rules and/or communicated via the Communication Channels.
“Campaign Rewards” in relation to a Campaign, means such rewards to be distributed to eligible Participant(s) selected by Organiser (in Organiser’s sole and absolute discretion) in accordance with the Campaign Rules applicable to such Campaign, which may be in the form of digital assets, points (as part of a point system established by Organiser pursuant to the applicable Campaign Rules) or such other form as may be determined by Organiser.
“Campaign Rules” means the prevailing rules (as may be amended from time to time) of the Campaign which is subject of Applicant’s Registration, and which shall be accessible on the official website.
“Communication Channels” means the Site and such other communication channels as the Organiser may use for disseminating information about Campaign(s) to Applicants and/or participants of the Campaign(s).
“Confidential Information” has the meaning ascribed to it in Paragraph 16.
“Constitutive Documents” in relation to a Person that is a body corporate, means the articles of incorporation, certificate of incorporation, charter, by-laws, articles of formation, certificate of formation, regulations, operating agreement, certificate of limited partnership, partnership agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organisation of such Person, including any amendments thereto.
“Designated Person / Entity” has the meaning ascribed to it in Paragraph 9.3.
“Dispute” has the meaning ascribed to it in Paragraph 20.3.
“Excluded Jurisdiction” means any of the following jurisdictions:
(a). the United States of America and its territories and possessions;
(b). the People’s Republic of China;
(c). a jurisdiction in which registration for and/or participation in the relevant Campaign and/or transactions contemplated hereunder are prohibited, restricted or unauthorised in any form or manner under the laws, regulatory requirements or rules of such jurisdiction; and/or
(d). a jurisdiction identified by the Financial Action Task Force (FATF) for strategic AML/CFT deficiencies and included in FATF’s listing of “High-risk and Other Monitored Jurisdictions” accessible at https://www.fatf-gafi.org/en/publications/High-risk-and-other-monitored-jurisdictions/Increased-monitoring-october-2023.html or “Jurisdictions Subject to a Call for Action” accessible at https://www.fatf-gafi.org/en/publications/High-risk-and-other-monitored-jurisdictions/Call-for-action-october-2023.html,
save as otherwise provided under the Campaign Rules applicable to the relevant Campaign that is subject of Applicant’s Registration and/or participation.
“Excluded Persons” has the meaning ascribed to it in Paragraph 9.3.
“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, executive, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organisation.
“Indemnified Persons” means Organiser, the Organiser’s Affiliates and its respective related companies, affiliates, directors, officers, employees, agents, successors, and permitted assignees.
“Intellectual Property Rights” means all patents, trademarks, service marks, trade names, domain names, designs, utility models, copyright, moral rights and related rights, database rights, topography rights, and all other intellectual property and similar proprietary rights, subsisting now or in the future in any part of the world, whether under statute, at common law or in equity, in each case whether registered or unregistered, including all applications or rights to apply for, and all renewals or extensions of, such rights for their full term, and shall include all such rights in ideas, inventions, discoveries, techniques, works of authorship (including models and graphical images), prototypes, computer programs, source codes, data, databases, technical information, brand names, goodwill, improvements upon or additions to an invention, confidential information, trade secrets, know-how and any research effort relating to any of the above mentioned;
“Laws” means the laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees of any Governmental Authority, including amendments thereto.
“Organiser” has the meaning ascribed to it in Paragraph 1.
“Participant” has the meaning ascribed to it in Paragraph 1.
“Participant Campaign Reward Receiving Address” in respect of a Participant, means the wallet address of a wallet controlled by Participant that is designated by Participant and notified to Organiser in writing, for purposes of Participant’s receipt of digital assets as Campaign Rewards (if any) awarded by Organiser to Participant pursuant to Paragraph 6.
“Person” means an individual or legal entity or person, including without limitation a Governmental Authority.
“Registration” has the meaning ascribed to it in Paragraph 1.
“Relevant Disseminated Information” has the meaning ascribed to it in Paragraph 8.2.
“Sanctions” has the meaning ascribed to it in Paragraph 9.7.
“Successful Registration” has the meaning ascribed to it in Paragraph 1.
“Surviving Provisions” means Paragraphs 10.4, 11, 12, 13, 14, 19 and 20.
“SynFutures IP” has the meaning ascribed to it in Paragraph 10.
“Termination” means termination of these Terms pursuant to the provisions of Paragraph 11.
“Termination Notice” has the meaning ascribed to it in Paragraph 11.3.
“Termination Date” means the date of Termination pursuant to the provisions of Paragraph 11.
“Terms” means the terms and conditions contained in these “Terms & Conditions of the SynFutures Campaign”, as amended, supplemented, updated or substituted from time to time, and includes the Annexes hereto.
“User” means a user of the SynFutures Protocol.
“User TOS” has the meaning ascribed to it in Paragraph 1.
