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Fractal Token Sale Terms and Conditions

Effective Date: 15. February 2021

This Token Sale Terms & Conditions (the “T&C”) is made and entered by and between Trust Fractal GmbH, with a registered office in Wiener Straße 10, 10999 Berlin, Germany ("Fractal", “we” or “us”) and any entity that fulfils the criteria set out in these T&Cs and accepts the terms provided herein (hereinafter “Participant”, “you” or “your”).  

  

By participating in the Fractal Token Community Sale (“Token Sale”), the Participant agrees to these T&Cs and agrees and acknowledges that these T&Cs and all documents incorporated by reference into these T&Cs constitute a legally binding agreement between Fractal and each Participant (each a "Party" and collectively, the "Parties"). 

Please read the T&Cs carefully. If you do not agree to all of these terms, you shall immediately cease all participation in the Token Sale. By participating in the Token Sale, the Participant agrees and acknowledges that it has read and fully understands and accepts all terms set forth in this T&C. 

1. Definitions and Interpretation 

1.1. For purposes of this T&C, the following capitalized terms shall have the following meanings:  

Annexes 

The Annexes to this T&Cs, i.e., Exhibit A.

Beneficial Owner 

Defined in Section 3.3 of this T&Cs.

BGB 

German Civil Code (Bürgerliches Gesetzbuch).

Close Associate of a Senior Political Figure

A person who is widely and publicly known to maintain an unusually close relationship with the Senior Political Figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such Senior Political Figure.

Consumer 

As defined in Section 3.2 of this Agreement.

Customer Due Diligence 

As defined in Section 3.3 of this T&Cs.

Ecosystem 

As defined in Section 2.1 of this T&Cs.

European Consolidates List of Sanctions

The European Union’s Consolidated list of persons, groups and entities subject to EU financial sanctions, accessible via the following address: https://webgate.ec.europa.eu/europeaid/fsd/fsf

ETH 

Means Ether, the native cryptocurrency of the Ethereum network.

Intellectual Property Rights 

Means all intellectual property rights, including without limitation any copyright, adaptation rights,



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publishing rights, reproduction rights, rights to communicate to the public, public performances, synchronisation rights, rights to be named as creator of the work, artist names, patents, utility models, circuitry, rights of patent, rights to inventions, design patents, designs, trademarks, trade names and business names (including Internet domain names and e-mail address names), service marks, brands, slogans, commercial symbols, logos, rights in software, database rights, rights to preserve confidential information (including know-how and trade secrets) other designations, inventions, trade secrets, know-how, and any other industrial or intellectual property rights, whether registered or unregistered and all applications therefor.

Fractal 

As defined in this T&Cs’ header data.

Force Majeure Event 

Means an event beyond a Party's reasonable control, including without limitation, fire, flood, war or riot, acts of civil or military authority (including governmental priorities), government sponsored cyber-attacks, severe weather, strikes or labour disputes or labour shortages.

Immediate Family of a Senior Political Figure

The Senior Political Figure’s parents, siblings, spouse, children and in-laws. 

OFAC 

As defined in Section 9.2.8.2 of this T&Cs.

Participant 

As defined in this T&Cs’ header data.

Pre-existing Tokens 

As defined in Section 6.6 of this T&Cs.

Protected Parties 

Fractal’s shareholders, directors, officers, partners, principals, employees, agents and consultants.

Replacement Tokens 

As defined in Section 6.6 of this T&Cs.

Sanctions 

As defined in Section 9.2.8.2 of this T&Cs.

Exhibit A 

Annex to this T&Cs identified as “Exhibit A” where a non-exhaustive list of risks associated with the purchase of the Tokens is provided.

Senior Political Figure 

A senior official in the executive, legislative, administrative, military or judicial branch of a government (whether elected or not), a senior official of a major political party, or a senior executive of a foreign government-owned corporation. In addition, the definition includes any corporation, business or other entity that has been formed by, or for the benefit of, a Senior Political Figure, its Immediate Family and Close Associates. 



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Service Providers 

As defined in Section 6.2 of this T&Cs.

Services 

As defined in Section 6.3 of this T&Cs.

Tokens 

As defined in Section 2.2 of this T&Cs.

Token Sale 

The stage of sale of Tokens designated as “Community Sale” in Fractal’s communication.

Whitepaper 

The Fractal Protocol Whitepaper, available at https://uploads-ssl.webflow.com/600c8c2ee034d32 f97280917/6019512c99096e2be8251212_Fractal%2 0Protocol%20White%20Paper_01022021.pdf , as may be updated from time to time.

Website 

https://protocol.fractal.id/



1.2. Unless a contrary indication appears, any reference in this T&Cs to: 1.3. A "Clause", “Section” or an "Annex" is a reference to a clause or section of, or an annex to, this T&Cs and annexes shall form an integral part of this T&Cs; 

1.4. A defined document or provision of statutory law is a reference to that defined document or provision as amended, supplemented, reenacted, restated or novated from time to time; 

1.5. This T&Cs is phrased gender neutral. The singular “they” is used instead of referring to all genders in terms of gender equality. 

1.6. The singular includes the plural and vice versa. 

2. Scope 

2.1. Fractal intends to develop an open protocol on the blockchain for advertising (“ad”) distribution, through which advertisers distribute ads to certain user pools and users are rewarded for certain actions in relation to those ads after verifiers accepted the user’s claim for the reward, as better detailed in the Whitepaper (as may be updated from time to time) (the “Ecosystem”). 

2.2. Fractal intends the Fractal Tokens to have several functionalities within the Ecosystem, as better detailed in this T&Cs. The cryptographic tokens are hereinafter referred to as “Tokens”. 

2.3. This T&C governs the sale by Fractal and purchase by the Participant of the Tokens during the Token Sale. 

2.4. This T&C specifically does not govern the use of the Tokens in the Ecosystem. Any potential future use of Tokens in connection with the Ecosystem may be governed by other applicable terms and conditions. 

2.5. Nothing in this T&C shall be deemed to constitute a prospectus of any sort, or a solicitation for investment or investment advice; nor does it in any way pertain to an offering or a solicitation of an offer to buy any securities in any jurisdiction. 

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3. Eligibility Requirements and Customer Due Diligence 3.1. CITIZENS, RESIDENTS (TAX OR OTHERWISE) OR GREEN CARD HOLDERS OF THE UNITED STATES OF AMERICA MAY NOT PARTICIPATE IN THE TOKEN SALE. 

3.2. In order to be eligible to purchase Tokens, the Participant shall not act in the capacity of consumer in terms of section 13 German Civil Code (BGB) or the Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights (“Consumer”). By entering into this Agreement the Participant confirms and acknowledges not to act in the capacity of Consumer. 

3.3. In order to be eligible to participate in the Token Sale, the Participant shall undergo and successfully pass any customer due diligence process determined by Fractal according to its interpretation of anti-money laundering requirements that may be applicable to the sale of Tokens (“Customer Due Diligence”). As part of the Customer Due Diligence Process Fractal may, in particular but without limitation, request the Participant to provide information about their identity and the source of their wealth and/or funds. Additionally, if the Participant acts as trustee, agent, representative or nominee for another person (“Beneficial Owner”): 

3.3.1. The Participant shall notify Fractal that they are acting for the Beneficial Owner and provide all information and documentation required or requested relating to that Beneficial Owner; 

3.3.2. The Participant represents and warrants to Fractal that they have all requisite power and authority from the Beneficial Owner to execute and perform the obligations under this T&Cs. 

3.4. Any personal data provided by the Participant to Fractal in the course of the Customer Due Diligence will be processed by Fractal according to its privacy policy published at https://fractal.id/documents/de17561a18c921919677661e8c216f7a/privacy-policy.pdf. 

3.5. The Participant undertakes to notify Fractal immediately if the Participant becomes aware that any information communicated as part of the Customer Due Diligence relating to them or any person for whom they hold the Tokens is no longer accurate or complete in all respects. 

4. Sale and Purchase of Tokens 

Issuance and distribution of Tokens 

4.1. Fractal shall ensure that there is at no time more than 865,000,000 Tokens in issue and in circulation. 

4.2. Fractal intends to distribute 4,000,000 Tokens during the Token Sale. Tokens made available during the Token Sale are not subject to any vesting schedule. 

4.3. In the event that any of the Tokens made available for purchase during the Token Sale remain unsold or undistributed for any reason, such Tokens shall be allocated to the reserve for Fractal’s use at its sole and absolute discretion. 

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4.4. The Token Sale will commence and end in accordance with the dates and times stated on the Website (as may be updated from time to time) or otherwise communicated by Fractal. Fractal reserves the sole discretion to adjust such dates and times as it deems fit from time to time. 

4.5. The price per Token during the Token Sale shall be as stated on the Website (as may be updated from time to time) or otherwise communicated by Fractal. The price per Token is exclusive of all applicable taxes (including, without limitation, sales, use, withholding and income tax, but excluding tax on the net income of Fractal). 

4.6. Any minimum and maximum purchase for each transaction during the Token Sale shall be as stated on the Website (as may be updated from time to time). 

Suspension and Cancellation 

4.7. Fractal may, in its sole discretion, suspend the Token Sale at any time for security reasons or if required by the applicable laws. Any suspension of the Token Sale shall be deemed to commence immediately from the date and time specified in the notice published by Fractal on the Website. Fractal shall have the right to modify, at its sole discretion, any of the dates and times referred to in these T&Cs, the Whitepaper and the Website to account for such period of suspension. 

4.8. The Token Sale may be cancelled by Fractal, in its sole discretion, in any of the following circumstances: 

4.8.1. any change occurs to the Ethereum or Polkadot network, which in the opinion of Fractal is likely to materially prejudice the success of the Token Sale or the development of the Ecosystem; 

4.8.2. Fractal considers that there are security reasons for cancelling the Token Sale; 4.8.3. if the cancellation of the Token Sale is required by the applicable laws; 4.8.4. the Token Sale or Fractal is required by the applicable laws to be licensed or approved or fundamentally restructured; and 

4.8.5. the Token Sale is suspended due to any Force Majeure Event and Fractal cannot reasonably expect the Token Sale to be resumed within thirty (30) days. 4.9. Any cancellation of the Token Sale shall be deemed to commence immediately from the 

date and time specified in the notice published by Fractal on the Website. 4.10. During any period of suspension or in the event that the Token Sale has ended or been cancelled, Fractal will not be able to receive or accept any payment for the Tokens. Accordingly, any Participant who attempts to pay Fractal for any purchase of the Tokens during such period risks losing their entire payment and Fractal will neither be responsible or liable for recovering or returning any such payment, nor be liable for any losses incurred by the Participant in respect of the foregoing. 

Procedures and Conditions for Purchase 

4.11. A Participant may purchase the Tokens directly from Fractal during the Token Sale through the Website or such other method or location as Fractal may specify. 

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4.12. In order to purchase the Tokens during the Token Sale, unless specified by Fractal in writing, the Participant must: 

4.12.1. register for the Token Sale in accordance with the procedures set out on the Website; 

4.12.2. complete the Customer Due Diligence to the satisfaction of Fractal; 4.12.3. comply with these T&C and all relevant instructions of Fractal as provided on the Website or otherwise notified to the Participant from time to time; and 4.12.4. maintain a fully operational and valid Wallet which complies with the requirements prescribed by Fractal and whose address has been whitelisted by Fractal. 

4.13. During the Token Sale, unless otherwise indicated by Fractal in writing, purchases of the Tokens shall be payable in ETH only. All payments for the Tokens must be made in accordance with the payment instructions specified by Fractal or by the platform used by Fractal for the Token Sale, in writing, whether on the Website or otherwise, failing which, (i) the Participant bears the risk that Fractal may not receive the payment, and such payment shall be regarded as invalid, and (ii) Fractal shall owe no obligation to the Participant. 

4.14. Each Participant shall comply with these T&C (in particular, the provisions in this Clause 4). Fractal shall not be responsible for any delays, losses, costs, non-delivery of the Tokens or other issues arising from any non-compliance. In particular, but without limitation, Fractal is under no obligation to issue any replacement Tokens if any Token or private key to any Wallet is lost, stolen, malfunctioning, destroyed or otherwise inaccessible for any reason, nor to refund the Participant for the price of the Tokens in such cases. 

4.15. Subject to these T&C, the Participants will be able to pool the purchased Tokens from the available pools as soon as such pools close, which should happen as asson practicable after the completion of the Token Sale (as determined by Fractal in its sole and absolute discretion). 

4.16. The Participant shall be responsible for implementing and maintaining adequate security measures for purchasing, storing and using the Tokens, including the safe-keeping of any private keys, identification or access credentials of the Participant's Wallet. 

5. Refunds 

5.1. All purchases of the Tokens from Fractal during the Token Sale are final and save as required by the applicable law, there shall be no refunds. 

5.2. All costs and risks arising from or relating to any refund of payment made during the Token Sale shall be borne by the Participant fully. 

5.3. Any refund made by Fractal to any Participant pursuant to these T&Cs shall be made in the currency of the original payment (unless otherwise agreed by the Parties) without any interest and less the expenses that Fractal incurred or may incur in future in connection with such refund, including, without limitation, any transaction, network or 

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exchange fees, and all reasonable transaction costs and expenses incurred by Fractal in connection with the Token Sale. 

5.4. To the maximum extent permitted by the applicable law, Fractal shall not be responsible to any Participant for any delay or failure to perform any refund where such delay or failure arises from the Participant failing to provide Fractal with the requested information within the time stipulated by Fractal. 

6. The Ecosystem and the Tokens 

6.1. The Participant acknowledges that at the time of the Token Sale the Ecosystem has not been fully developed. The Participant acknowledges that there is a risk that the development of the Ecosystem may fail or be significantly hampered at any stage. The Participant further acknowledges to be aware of the stage of development of the Ecosystem and the risks associated with the purchase of Tokens, in particular but without limitation those outlined in EXHIBIT A of this T&C. 

6.2. The Ecosystem will be initially developed by Fractal or/and an affiliate of Fractal or by partners of Fractal (collectively the “Service Providers”). Fractal will not necessarily maintain the Ecosystem and Fractal will not be responsible or liable for the Ecosystem or any third-party uses of the Ecosystem. 

6.3. Fractal’s intended purpose of the Tokens is to be used as means of payment for the services that will be offered within the Ecosystem (the “Services”). 

6.4. The purchase, ownership, receipt or possession of Tokens carries no rights, express or implied, other than the right to use Tokens as a means to enable usage of Services in accordance with the then applicable terms of use relating to the Services offered within the Ecosystem. In particular, the Participant understands and agrees that Tokens do not represent or confer any ownership right or stake, share, security, or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Ecosystem, Fractal, Service Providers or any of their corporate affiliates, other than any rights relating to the provision and receipt of Services, subject to the applicable terms, conditions or policies that may be adopted by participants in the Ecosystem. 

Tokens Migration 

6.5. The Fractal Tokens will initially be created under the ERC-20 technical standard on the Ethereum protocol. 

6.6. Fractal reserves the right to migrate the ERC20-based ICTs (the “Pre-existing Tokens”) to another protocol and to generate replacement Tokens on the new protocol (the “Replacement Tokens”) in the future, should Fractal determine, in Fractal’s sole discretion, that doing so is necessary or useful to the operation of the Ecosystem. 

6.7. Although Fractal does not at this time anticipate that it will require any Pre-existing Token holders to convert their Pre-existing Tokens to Replacement Tokens, Fractal anticipates there will be significant incentives for Pre-existing Token holders to do so, since the practical utility of Pre-existing Tokens will likely diminish rapidly once the 

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Replacement Tokens are created and in use by a significant portion of Ecosystem participants. Accordingly, by accepting these T&Cs the Participant acknowledges and agrees that in order for the Participant to continue to participate on the Ecosystem or obtain utility from the Tokens, the Participant may need to convert the Tokens the Participant purchased during the Token Sale to Replacement Tokens in the future. 

7. Transfer of Tokens and Assignment 

7.1. The Participant may transfer Tokens to third parties without Fractal’s consent. 7.2. Any obligations or covenants of Fractal in this T&Cs are solely obligations or covenants to the Participant in its capacity of Participant of Tokens in the Token Sale. Such obligations or covenants may not attach or transfer with the transfer of any Tokens. The Participant may not assign any of their rights or transfer any of its rights or obligations under this T&Cs (Ausschluss der Abtretung, § 399 BGB). 

7.3. Fractal may, without notice to the Participant, freely assign, delegate, sub-contract or otherwise transfer its rights and obligations under these T&C to any related corporation, affiliate, or company with whom Fractal may merge or transfer its assets and undertakings. 

8. Taxes 

8.1. The Participant hereby agrees to be fully responsible for its own tax affairs, including, without limitation, any tax liability associated with or arising from the purchase of the Tokens. Accordingly, the Participant shall be responsible for calculating, collecting, declaring, bearing and paying all taxes, duties, imposts, levies, tariffs and surcharges that might be imposed by the laws and regulations of any jurisdiction as a result of or in connection with the Participant’s participation in the Token Sale and the receipt, holding, use, purchase or trading of the Tokens. 

8.2. Save to the minimum extent required by the applicable laws, Fractal shall have no responsibility to collect, report or remit any applicable taxes in connection with these T&C, the Token Sale and the Tokens. 

8.3. The Participant must provide all information requested by Fractal or which may be necessary for determining taxable status of payments made by Fractal including information evidencing the tax residency of the Participant. All such information must be updated, accurate and complete. 

8.4. The Participant hereby agrees to fully indemnify, defend and hold the Protected Parties harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with the foregoing obligations or otherwise with respect to any claim, demand or allegation of any tax in any way associated with these T&C, the Token Sale and the Tokens. 

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9. Representations and Warranties 

9.1. Each Party represents and warrants to the other: 

9.1.1. To have full power and capacity to enter into the T&C and perform all of their obligations hereunder; 

9.1.2. To be incorporated and validly existing under the applicable laws;  9.1.3. That this T&C constitutes legal, valid and binding obligations on the Party. 9.2. The Participant agrees and acknowledges to Fractal that: 

9.2.1. The Participant is aware (i) that there is the risk of project failure at any stage of development of the Ecosystem and (ii) of risk factors that may have significant adverse effects on the deployment of the Ecosystem; 

9.2.2. The Participant has been comprehensively informed about the early state of development of the Ecosystem and of the risks and uncertainties entailed in the purchase of the Tokens; 

9.2.3. The Tokens do not constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction, or e-money; 

9.2.4. The Tokens do not represent a debt or equity interest in Fractal and a purchase of Tokens is not akin to making an investment in or with Fractal; 

9.2.5. The Participant is purchasing Tokens solely for the purpose of participating in the Ecosystem, and supporting the development, testing, deployment and operation of the Ecosystem. The Participant is not purchasing Tokens for any other purposes, including, but not limited to, any investment, speculative or financial purpose. 

9.2.6. The Tokens are meant to be used as means of payment within the Ecosystem and, therefore, any potential future use of the Tokens in connection with the provision and receipt of Services within the Ecosystem will be possible if and when the Ecosystem is successfully deployed; 

9.2.7. The Participant is not subject to the laws of any jurisdiction the laws of which prohibit, restrict, curtail, hinder, impair, conflict or otherwise adversely affect the purchase of the Tokens; 

9.2.8. The Participant, nor any of its subsidiaries, any of its directors or officers nor any of its employees, agents or any other person acting on behalf of the Participant or any of its subsidiaries is an individual or entity that is, or is owned or controlled by an individual or entity that: 

9.2.8.1. is listed as designated individuals or entities under the European Union Consolidated List of Sanctions; 

9.2.8.2. is currently the subject of any sanction administered by the United States Office of Foreign Assets Control of the United States 

Department of the Treasury ("OFAC") or any other United States 

government authority, is not designated as a "Specially Designated 

National" or "Blocked Person" by OFAC or subject to any similar 

sanctions or measures imposed or administered by the United 

Nations Security Council, the European Union, Her Majesty’s 

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Treasury of the United Kingdom or similar sanctions administered 

or imposed by any other country (collectively, the "Sanctions"); 

9.2.8.3. is located, organised or resident in a country or territory that is the subject of such Sanctions; or 

9.2.8.4. 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 is or was the 

subject of any Sanctions;  

9.2.8.5. is a Senior Political Figure, or any Immediate Family or Close Associate of a Senior Political Figure. 

9.2.9. The Participant has a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology. 

9.3. Except as otherwise expressly provided in this T&Cs, neither Party makes any representation or extends any warranty of any kind, either express or implied, to the other Party with respect to any technology or other subject matter of this T&Cs and hereby disclaims all implied warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights of third-parties with respect to any and all of the foregoing. In particular, the Participant agrees and acknowledges to purchase the Tokens on an “as is” and “under development” basis. THEREFORE, PROVIDED THAT FRACTAL ACTS IN GOOD FAITH, THE PARTICIPANT ACCEPTS THAT FRACTAL IS SELLING THE TOKENS WITHOUT BEING ABLE TO PROVIDE ANY WARRANTIES WHATSOEVER, EITHER EXPRESSED OR IMPLIED, IN RELATION TO THE TOKENS AND/OR THE ECOSYSTEM, INCLUDING, BUT NOT LIMITED TO, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

9.4. The Participant undertakes to notify Fractal immediately if the Participant becomes aware that any of the representations, declarations or statements in this T&C, in particular but without limitation, those in this Clause 9, are no longer accurate and complete in all respects. 

10. Limitation of Liability 

10.1. In case of claims that are based on intent or gross negligence on Fractal’s part, its legal representatives or assistants, Fractal is liable according to the provisions of applicable law. 

10.2. In other cases – unless otherwise stipulated in Clause 10.5 – Fractal shall be liable only in the event of breach of principal contractual duties (Kardinalpflichten), for predictable, typically occurring damages. A principal contractual obligation is an obligation the fulfilment of which is essential for proper execution of the contract, the breach of which jeopardizes reaching the contractual object and on observance of which the other party to the contract may duly rely. 

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10.3. The limitations pursuant to the preceding Clauses 10.1 and 10.2 also apply to the Fractal’s legal representatives and assistants if claims are asserted directly against them. 10.4. The limitations pursuant to the preceding Clauses 10.1 and 10.2 do not apply insofar as Fractal fraudulently concealed a defect or assumed a guarantee for the quality of the Tokens. 

10.5. Liability for a culpable damage to life, body and health and liability under the German Product Liability Act and Art. 82 GDPR remains unaffected by the preceding limitations. 10.6. In all other cases, Fractal’s liability towards the Participant is excluded. 

11. Data Protection 

Fractal collects and stores the Participant’s data necessary for the implementation of this T&C. When processing personal data, Fractal complies with the applicable statutory provisions, as further detailed in Fractal’s privacy policy published at: https://fractal.id/documents/de17561a18c921919677661e8c216f7a/privacy-policy.pdf. 

12. Intellectual Property Rights 

12.1. All Intellectual Property Rights in and to the Website, the Ecosystem and the Tokens, including their constituent elements, shall at all times belong to Fractal and the respective third party proprietors (as the case may be). Save as set out in Clause 12.2, no Intellectual Property Rights are granted directly, by implication or otherwise by Fractal or the relevant third party proprietor. 

12.2. Fractal grants each Participant a limited permission to electronically copy and to print in hard copy the Whitepaper, these T&C and portions of any other document relating to the Token Sale which is presented on the Website for the sole purpose of purchasing and managing any purchase of the Tokens. All other use of the foregoing materials without the prior written permission of Fractal is strictly prohibited. 

13. Termination 

13.1. Fractal reserves the sole and absolute discretion to terminate the T&Cs entered into by the Parties pursuant to these T&Cs at any time, for any reason, by giving notice to the Participant or by publishing a notice on the Website. 

13.2. The termination of the T&Cs entered into by the Parties pursuant to these T&C for any reason shall not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach which existed at or before the date of termination. Further, on termination, provisions in these T&C which are by their nature intended to survive shall continue in full force and effect. 

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14. Miscellaneous 

14.1. Prohibition to set-off. The Participant does not have the right to set off any claim, unless such claim has been finally and non-appealably established

14.2. Notices. Unless otherwise specified, contractual notifications, declarations and documentation under this T&C require at least text form, e. g. e-mail, publications in the Website, and are effective on the date received (unless the notice specifies a later date). The Participant agrees and acknowledges that all agreements, notices, disclosures, and other communications that Fractal provides to it, including these T&Cs, will be in electronic form. 

14.3. Amendment. Fractal may, at its sole and absolute discretion, amend any of these T&C, any terms incorporated by reference into these T&C and the Whitepaper from time to time with or without notice to any person by posting the amended document or the link to the amended document on the Website. The amended document shall become effective immediately from the time of posting. Verbal collateral agreements do not exist. 

14.4. Severance. In case one or more of the provisions contained in this T&Cs including its Annexes shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this T&C as a whole. The invalid, illegal or unenforceable provision shall be replaced by a valid, legal and enforceable provision that in legal and economic terms comes closest to what the Parties would have intended if they had been aware of the invalidity, illegality or unenforceability of such provision.  

14.5. Entire Agreement. This T&C (and the documents referred to herein) set forth their entire agreement with respect to the sale and purchase of the Tokens during the Token Sale. These T&Cs shall supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the Parties, whether written or not, relating to its subject matter. HOWEVER, PURCHASES OF TOKENS MADE DURING OTHER STAGES OF THE SALE OF TOKENS ARE SUBJECT TO THE TERMS OF THE AGREEMENTS ENTERED INTO BETWEEN FRACTAL AND THE PURCHASERS. THIS T&C ONLY GOVERN THE PURCHASE OF TOKENS DURING THE TOKEN SALE. 

14.6. Force Majeure. Fractal shall not be in breach of these T&C or liable for delay in performing, or failure to perform, any of its obligations under these T&C if such delay or failure result from a Force Majeure Event

14.7. Waiver. No waiver of any term, provision or condition of these T&C by Fractal shall be effective unless such waiver is evidenced in writing and signed by Fractal. No omission or delay on the part of Fractal in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law. 

14.8. Governing law. This T&C is governed by and construed in accordance with the laws of the Federal Republic of Germany.  

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14.9. Dispute resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this T&C or the breach thereof, the Parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If the Parties do not reach such a solution within a period of thirty (30) days, then all disputes, claims, questions, or disagreements shall be brought solely in the courts of Berlin, Germany if no other mandatory statutory place of jurisdiction is applicable.  

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Exhibit A 

Risk Factors 

A. Successful deployment of the Ecosystem 

There is a risk that Fractal is unable to successfully deploy the Ecosystem. Although Fractal is committed to doing so, the project is still at a very early stage and its completion may be prevented by a number of factors such as lack of funding and technical or regulatory issues. 

B. Key Personnel 

There is a risk that key team members of Fractal, who’s know-how and experience are essential to a successful development and deployment of the Ecosystem, leave Fractal thereby compromising the success of the project. 

C. Regulatory risk 

There is a risk that in some jurisdictions the Tokens may be considered illegal or regulated by special legislation or that in the future the Tokens are considered illegal or subject to the regulation of special legislation. Fractal does not guarantee that the Tokens are legal in all jurisdictions. The Participant solely bears all legal or financial consequences if the Tokens are considered a security or deemed illegal in the Participant’s respective jurisdiction. The Participant is obliged to verify whether the acquisition and disposal of the Tokens is legal in their jurisdiction, and by accepting the provisions of this T&Cs, the Participant agrees not to use the Tokens in case their use is considered not legal. Ownership of cryptographic tokens (and exchanging them for other cryptographic tokens) and Blockchain technology are carefully studied by regulators around the world; this may lead to any unpredictable consequences including but not limited to restrictions on use or ownership of digital tokens, such as the Tokens, which may impede or restrict existence, acceptability or value of such tokens. 

Additional, changes in the legal treatment of the Tokens could adversely affect the envisaged business model for the Ecosystem, therefore making it unviable. Particularly, Fractal does not have any official confirmation by any regulatory authority regarding the legal classification of the Tokens and eventual regulatory implications of its issuance and sale, nor regarding the eventual regulatory impact of the development of the Ecosystem. Later assessments carried out by regulatory authorities regarding the Tokens and/or the Ecosystem may adversely affect the development of the Ecosystem or cause the suspension or cancellation of the Token Sale. 

Fractal refers to the warnings issued by financial regulators regarding the acquisition of tokens. In particular, Fractal refers to the warnings published by the German Federal 

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Financial Supervisory Authority (“BaFin”) and the European Securities and Markets Authority (“Esma”). 

D. Tax risks 

It is the responsibility of the Participant to evaluate the tax consequences of purchasing, holding, using and selling the Tokens. 

E. Risks Associated with blockchain technology 

a. Smart contracts 

There is a risk that any smart contract used for the distribution of the Tokens contains security gaps, errors or dysfunctionalities which may adversely affect the distribution and use of the Tokens. 

b. Private keys and smart contract control 

The Participant is solely responsible for the secure storage and administration of their private keys of the wallet in which the Tokens are held. Loss of the private keys can lead to irretrievable loss of the Tokens. 

c. Ethereum Protocol 

The Tokens are based on Ethereum protocol. Thus, a malfunction, unintended function, or unforeseen operation of the Ethereum protocol may cause the Tokens to become defective or function unexpectedly or unintentionally. More information about Ethereum can be found at www.ethereum.org. The same is applicable to networks in which Replacement Tokens are based. 

d. Risks of Theft and Hacking 

Hackers or other groups or organizations may attempt to interfere with the Participant’s wallets, the Ecosystem or the Tokens in variety of ways, including but not limited to denial of service attacks, Sybil attacks, spoofing, smurfing, malicious attacks or consensus-based attacks, which may result, e.g., in Tokens being stolen or inaccessible without change of recovery. Blockchains are exposed to mining attacks which may put the smart contract at risk. 

e. Risk of Security Vulnerabilities in the Source Code of the Tokens or any Associated Software and / or Infrastructure 

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There is a risk that the Tokens may unintentionally contain flaws or bugs in its source code that affect the use of Tokens or cause the loss of a Token.