Download Terms & Conditions for FABA LTD. ICO:
The Terms and Conditions (the "T&C") apply to the buyer of the FABA Token ("FABA" or "FABA Token") and future user of the FABA application. PLEASE READ THESE TERMS CAREFULLY BEFORE PARTICIPATING TO THE TOKEN SALE. THE T&C AFFECT YOUR OBLIGATIONS AND LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS AND LIMITATION
OF LIABILITY. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT ACQUIRE TOKENS.
By acquiring the FABA during the token sale period (the "Token Sale") you will be bound by these T&C, and all terms incorporated by reference. Your acquisition of FABA Tokens is subject to these T&C.
US citizens, residents or green card holders are excluded from participation in the FABA ICO and should refrain from participating in subsequent Token Sales. This is due to excessive regulatory risks from SEC (US Security and Exchange Commission). Citizen of US, that participate in the token sale by providing false information about citizenship, residency or nationality are in breach of these T&C`s and will be required to compensate vc.fabainvest.com in respect of any damages and/or losses suffered due to this breach, in accordance with the indemnification provisions set out in these T&C`s.
Prohibition on Chinese Contributors
Citizens, residents and nationals of China are, as well, excluded from taking part in the FABA ICO. This is due to the legal restrictions currently in force under Chinese jurisdiction. Citizens of China, that participate in token sale by providing false information about citizenship, residency or nationality are in breach of these T&C`s and will be required to compensate vc.fabainvest.com in respect of any damages and/or losses suffered due to this breach, in accordance with the indemnification provisions set out in these T&C`s.
The following T&C constitute the agreement (the "Agreement") between FABA LTD. (the Company), and you (also referred to as the "User") with respect to the acquisition of the FABA tokens. By using our services, you are agreeing to be bound by the T&C in its latest version. You are aware that FABA may change this T&C at any time at it`s sole discretion. Your continued use of the FABA application or your continued hold of the FABA Tokens, means that you accept any new or modified terms.
FABA is a Venture Capital Company which invests into startups. Any User who wants to be an investor can buy tokens during pre-ICO or ICO.
FABA token is an ERC20 token created and hosted on the Ethereum blockchain protocol and represents a security token (digital asset) with the entitlement to the future profit of FABA LTD. FABA token does not have any voting rights. The token meets the FCA (Financial Conduct Authority, London, UK, www. FCA.org.uk.) compliant regulatory requirements.
FABA token means an ERC-20 digital token issued by FABA LTD., set up in the Ethereum protocol. Therefore, any malfunction, unplanned function or unexpected operation of the Ethereum protocol may cause the FABA Token network to malfunction or operate in a way that is not expected.
The token acts as a vehicle through which Company’s profits are shared among FABA token holders. Company’s profits are shared based on the following scheme:
After successful exit of any of the portfolio companies FABA LTD. uses 30 % of the incoming sum successfully gained by the initial acquisition for re-acquiring companies’ stakes in further acquisition rounds, and 70 % of the sum will be distributed among the FABA token holders based on the number of tokens held. Distribution of profits will be as following:
- Acquisition gains – Initial Purchase = PROFIT
- PROFIT * 0,7 = Amount to be distributed on pro rata basis among FABA holders; profit will be distributed in ETH to the same user’s ETH cryptocurrency wallet as destination wallet for FABA tokens
- PROFIT * 0,3 = Amount of the total profit to be re-allocated in FABA portfolio of companies
- Initial Purchase + Amount of profit funds to be re-allocated in FABA portfolio = amount that will be used for further acquisition rounds.
If the acquired income is lower than initial purchase, FABA LTD. will use the whole amount for further acquisitions only.
There will be created 160M tokens. The token allocation of FABA will be as follows:
Total number of Faba tokens 160M - 100%
Faba tokens for ICO sale 79,5M - 49.69%
Pre ICO Faba tokens 500K - 0.31%
Faba company 64M - 40%
Reserves 3.2M - 2%
Software development 1.6M - 1%
Core + Mentor team 16M - 10%
The pre-ICO starts on April 18, 2018, and lasts until June 05, 2018, or when sold out whichever comes first. The main ICO first round will start on June 06, 2018, or when the all pre-ICO tokens are sold and will end on January 31, 2019, ICO second round will start on March 01, 2019 and will end on June 30, 2019. Unsold tokens go back to FABA LTD. FABA LTD has exclusive rights for further decision of tokens that go back to FABA (selling, etc). Payment period after ordering tokens is 8 days. Methods of payment are indicated in the administration. In case the payment is not received, FABA LTD. has right to cancel the order. The buyers lose rights for ordered tokens included any bonuses and bounty program. FABA LTD. has right not to accept payment from clients who violate statutory and governmental conditions, or it prohibits their own jurisdiction.
FABA LTD is fully opposed to the legalization of proceeds from crime and terrorist financing, the Customer honestly declares that he does not act contrary to this fact by agreeing to these T&C.
FABA Token can be acquired during the Token Sale directly from the Company or after the Token Sale at the Company. By placing the order to acquire FABA Token and if applicable additional due diligence information you are making an offer to the Company to acquire FABA Tokens pursuant to the T&C. FABA will have the sole discretion to accept such offer or reject such offer if it does not correspond the
T&C or the customer due diligence requirements.
Any future User acquiring FABA Token expressly acknowledges and represents that she/he has carefully reviewed the T&C and fully understands the risks, costs and benefits associated with the acquisition of FABA Token as indicated in the T&C.
The User undertaking to acquire FABA in relation to the Token Sale should ensure that she/he understands and has significant experience of cryptocurrencies, blockchain systems and services, and that she/he fully understands the risks associated with the Token Sale as well as the mechanism related to the use and custody of cryptocurrencies.
FABA ltd shall not be responsible for any loss of FABA Token or situations making it impossible to access to FABA Token, which may result in any actions or omissions of the future User or any person undertaking to acquire FABA.
The User understands that her/his request to acquire FABA Token will be accepted and she/he will receive FABA only after having successfully passed through FABA ltd or a third-party KYC process. This means that FABA will not be distributed until the User has passed through this screening successfully. If the User fails to pass the KYC screening, the offer to acquire FABA will be rejected and she/he will not receive her/his FABA. Users accept that FABA ltd can refuse accepting the offer to acquire FABA which is not compliant with the internal due diligence.
FABA tokens are locked tokens therefore not transferable to other cryptocurrency wallets. The holder of the tokens acknowledges the fact, that the token isn’t liquid. Liquidity is dealt with on client to client basis. FABA LTD has a 30-day period of the first right of refusal, after which the FABA token holder can sell his/her cryptocurrency wallet to any other third party. Wallet transfer requirement must contain amount of FABA tokens and the price and must be addressed to Company’s e-mail: firstname.lastname@example.org. FABA token will not be listed on any cryptocurrency exchange.
The user understands and acknowledge that there might be some
risks owing to the development process, company success, as well
as risks relating to blockchain, transactions or unanticipated
risks. By taking part in the token sale a user confirms that
he/she is aware of the following and/or other associated
unmentioned risks and that the company would not be liable to bear
any loss owing to these risks. If you are not willing to
acknowledge and accept these risks in the future DO NOT BUY FABA
TOKENS. The probable future risks might include but are not
limited to the following:
The user should be aware of the fact that there are no warranties or assurances to the perfect, uninterrupted
or error-free working of the smart contract system or
other underlying software. Thus, there is an inherent
risk that the software could contain defects,
weaknesses, vulnerabilities, viruses or bugs, causing
inter alia, the complete loss of contributions and/or
STU. If such bugs, defects and/or viruses affect the
creation of FABA tokens or in some way affect the
contributions of the contributor the company in no
situation shall be held responsible for the loss and/or be liable to bear any loss and/or return of the amount.
Blockchain is a new technology and many aspects of
blockchain are yet improving including its development, utilization as well as associated regulations. The user
shall acknowledge and accept that the current
regulations and laws on blockchain might change in
future and that these regulations might affect their
experience. Future regulations might affect the current smart contract system and/or the FABA platform and lead
to termination or loss of FABA tokens for the
Users shall acknowledge and accept that despite
blockchain being a very secure platform, there might be
some risks of theft and mining attacks, double-spend
attacks, majority mining power attacks, "selfish-
mining" attacks, rare condition attacks, malware
attacks, denial of service attacks, consensus-based
attacks, Sybil attacks, smurfing and spoofing. Any such
successful attacks can result in loss of FABA tokens,
improper functioning of software, irregular
transactions and/or improper smart contract
FABA tokens are ERC20 compatible tokens thus you shall
first ensure that you own an ERC20 compatible token
wallet or else you might lose access to the FABA tokens
you buy, and the company will hold no responsibility
There are no certain tax characterization of the FABA
tokens thus the contributor shall refer to his/her tax
advisor for the transfer, usage and storage of FABA
tokens. The customer shall be well aware of the tax
regulations including withholding taxes, transfer
taxes, value added taxes, income taxes and similar
taxes, levies, duties or other charges and tax
reporting requirements applicable in their geographical
area. The contributor shall bear any loss resulting
from not adhering to regional and national tax
Regulatory authorities are carefully scrutinizing businesses and operations associated to cryptocurrencies in the world. In that respect, regulatory measures, investigations or actions may affect FABA`s business and even limit or prevent it from developing its operations in the future. Any person undertaking to acquire FABA Token must be aware that the FABA business model and the T&C may change or need to be modified because of new regulatory and compliance requirements from any applicable laws in any jurisdictions. In such case, any person undertaking to acquire FABA Token acknowledge and understand that neither FABA nor any of its affiliates shall be held liable for any direct or indirect loss or damages caused by such changes.
FABA will do its best to launch its operations and fund and work with startups. Any person undertaking to acquire FABA acknowledges and understands that FABA does not provide any guarantee that it will manage to achieve it.
Acquiring FABA Token shall not grant any right or influence over FABA`s organization and governance to the Users. These tokens will be issued by a technical process referred to as a «Blockchain». This is an open source IT protocol over which the Company has no rights or liability in terms of its development and operation. The token distribution mechanism will be controlled by a Smart Contract; this involves a computer program that can be executed on the Ethereum network or on another blockchain network that is compatible with the Smart Contract programming language. User acknowledge and understand therefore that FABA (incl. its bodies and employees) assumes no liability or responsibility for any loss or damage that would result from or relate to the incapacity to use the FABA Token.
FABA Token is based on the Ethereum protocol. Therefore, any malfunction, unplanned function or unexpected operation of the Ethereum protocol may cause the FABA Token network to malfunction or operate in a way that is not expected.
Employees of FABA ltd are allowed to operate with FABA Token at market price if they are not in knowledge of information that may modify the price of the FABA Token.
Representation and Warranties
By participating in the Token Sale and placing the offer to acquire FABA, the User agrees to the T&C and in particular, she/he represents and warrants to the Company (and the Company when accepting the offer relies on such representations and warranties) that she/he:
is authorized and has full power to acquire FABA Token according to the laws that apply in her/his jurisdiction of domicile; is not a U.S., China citizen, resident or entity ("Restricted Person") nor is acquiring FABA Token or signing on behalf of a Restricted Person; is familiar with all related regulations in the specific jurisdiction in which she/he is based and that acquiring cryptographic tokens in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind; is not acting for the purpose of speculative investment; lives in a jurisdiction which allows FABA to sell the FABA Token through a crowdsale without requiring any local authorization; will not use the Token Sale for any illegal activity, including but not limited to money laundering and the financing of terrorism; is solely responsible for determining whether the acquisition of FABA Token is appropriate for her/him; understands the use of cryptocurrencies and its associated risks; and acknowledges and accepts that the FABA Token crowdsale is taking place within a British legal environment that is still under development.
To the extent that copyright trademark or any other intellectual property rights exist in the FABA, such as software, know-how, analysis or programs, those existing and future copyrights and other intellectual and industrial rights (hereinafter "IP Rights`) belong solely to FABA and its affiliated companies and you as an owner of
FABA or user of FABA platform do not and will not have any related rights in such IP Rights.
FABA, as well as its officers, directors, agents, joint ventures, employees, suppliers and advisors and anyone on its behalf, assumes no liability or responsibility for any loss raised from the Token Sale or acquisition of FABA Token, arising out of or related to the use of the FABA or any technical, interruption or malfunction of the FABA platform.
The limitation of liability set out above shall not be applicable in the event that FABA, or a FABA-employee, has caused the damage by intentional misconduct or by gross negligence. Severability
If any of the provisions of the T&C or of the Agreement are deemed to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect.
The T&C, use of the platform and acquisition of FABA Token through Token Sale or otherwise are subject to and governed by British - England and Wales Law. Any User and FABA agree to seek an amicable settlement prior to bringing any legal action. All disputes arising from or under these T&C shall be resolved by arbitration in accordance with the British Rules of International Arbitration in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The arbitration panel shall consist of one arbitrator only. The arbitral proceedings shall be conducted in English.
Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it. By visiting https://vc.fabainvest.com (website) you are accepting and consenting to the practices described in this policy.
We will collect and process the following data about you:
Information you give us. This includes any personal information that you give us by filling in forms on the Website or by corresponding with us by phone, e-mail or otherwise. It also includes information you provide when you register to use our Website, subscribe to our service, participate in discussion boards or other social media functions on our site, enter a competition, promotion or survey, contribute to our Token Sale (as defined in the terms of our Token Sale) and when you report a problem with our site. The information you give us may include your name, address, e-mail address and phone number, date of birth, financial information, personal description and photograph, crypto-wallets addresses and any other personal data provided to us.
Information we collect about you. With regard to each of your visits to our site we will automatically collect the following information:
Technical information, including the Internet protocol (IP) address used to connect your computer to the Internet, your login information (if applicable), browser type and version, time zone setting, browser plug-in types and versions, operating system and platform, information about your visit, including the full Uniform Resource Locators (URL), clickstream to, through and from our site (including date and time), information you viewed or searched for, page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouseovers), methods used to browse away from the page and any information of yours related to contact our customer service team (e.g. phone number).
Information we receive from other sources. This is information we receive about you from public domain, third parties or other websites we operate or the other services we provide. Third parties we work with include: business partners, sub- contractors in technical, payment and delivery services, advertising networks, analytics providers, search information providers and credit reference agencies).
You represents and acknowledges that we use information held about you in the following ways:
Information you give to us. We will use this information:
To carry out our obligations arising from any contracts entered into between us and to provide you with the information, products and services that you request from us;
To provide you with information about other goods and services we offer that are similar to those that you have already purchased or enquired about;
To provide you, or permit selected third parties to provide you, with information about goods or services we feel may interest you.
To notify you about changes to our service;
To ensure that content from our site is presented in the most effective manner for you and for your computer.
Information we collect about you. We will use this information:
To administer our site and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes;
To improve our site to ensure that content is presented in the most effective manner for you and for your computer;
To allow you to participate in interactive features of our service, when you choose to do so;
As part of our efforts to keep our site safe and secure;
To measure or understand the effectiveness of advertising we serve to you and others, and to deliver relevant advertising to you;
To make suggestions and recommendations to you and other users of our site about goods or services that may interest you or them.
Information we receive from other sources. We will combine this information with information you give to us and information we collect about you and (depending on the types of information we receive) use it as described above.
You agree that we have the right to share your personal information with:
Any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries.
Selected third parties including:
Business partners, suppliers and sub-contractors for the performance of any contract we enter into with them or you;
Analytics and search engine providers that assist us in the improvement and optimisation of our site;
Fraud and crime prevention agencies for the purpose of assessing the risk of crime, fraud and money laundering and this is a condition of us entering into any contract with you.
We will disclose your personal information to third parties:
As required by law.
In the event that we sell or buy any business or assets, in which case we will disclose your personal data to the prospective seller or buyer of such business or assets.
If the Company, or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.
If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply FABA Token Sale Terms and Conditions and other agreements; or to protect the rights, property, or safety of the Company, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection money laundering prevention and credit risk reduction.
To ensure that we can successfully seek to complete our Token Sale and to meet our legal and contractual obligations to you related to the Token Sale.
To avoid crime, money laundering and the risk of fraud.
To ensure that we have relevant information on persons wishing to contribute to our Token Sale.
To ensure that the underlying network that will be developed pursuant to the Token Sale and/ or on which the Tokens are intended to be usable has sufficient and relevant information in order to support you and your use of the Tokens. In order to provide relevant information to regulators, government agencies and banks that may request information on the Token Sale.
All information you provide to us is stored on Amazon Web Service of Amazon Web
The data that we collect from you may be transferred to, and stored at, a destination outside Great Britain. It may be processed by staff operating outside Great Britain who works for us or for one of our suppliers. This includes staff engaged in, among other things, the fulfillment of your order, the processing of your payment details and the provision of support services. By submitting your personal data, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this policy.
Unfortunately, the transmission of information via the Internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorized access.
You have the right to ask us not to process your personal data for marketing purposes. You can exercise the right at any time by contacting us at email@example.com. Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.
The Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act.
Last change to the Terms & Conditions dated on 9th of July 2020.
Copyright by FABA LTD. 2020