PILOT PROGRAM PARTICIPATION AGREEMENT
Fraction is in the process of writing up and developing a Fraction portal for the initial offering of digital asset- backed tokens (“Digital Tokens”) in the form of fractional ownership in an asset (“IFO”) and Fraction exchange platform for trading of such Digital Tokens (collectively referred to as the “Fraction Platform”). Fraction is anticipated to launch a closed-group pilot program to test-run the said computer program system and to explore with the Securities Exchange and Commission, Thailand (“SEC”) in order for the SEC to implement related laws and regulations to govern such IFO, Digital Tokens and Fraction Platform as a whole (“Pilot Program”).
For the purpose of this Agreement, an investor is any juristic entity or individual that intends to assist Fraction during the Pilot Program by participating in the investment and/or trading of Digital Tokens on the Fraction Platform (“Investor”).
THIS AGREEMENT AND OTHER RELATED AGREEMENTS GOVERN YOUR USE OF OUR FRACTION PLATFORM AND SERVICES. THIS INCLUDES IMPORTANT DISCLOSURES AND REGULATORY INFORMATION THAT ARE ASSOCIATED WITH OUR FRACTION PLATFORM AND SERVICES. ALL OF WHICH ARE IMPORTANT AND AFFECT YOUR LEGAL RIGHTS, THUS PLEASE READ OUR TERMS OF SERVICES SET OUT BELOW.
BY ENTERING INTO THIS AGREEMENT, YOU LEGALLY ACKNOWLEDGED AND AGREED THAT:
- Fraction did not publicly market or offer the opportunity to anyone to participate in the Pilot Program and your involvement is on a private invitation basis only and that you accepted such invitation at your own will.
- Fraction or the issuer of any Digital Token on the Fraction Platform, has not yet been approved by the SEC and/or any other relevant authorities and that any activity performed on the Fraction Platform is for the benefit of system testing during the Pilot Program only.
Pilot Program features are provided on an “AS IS” and “AS AVAILABLE” basis without any warranty or condition of any kind, either express
or implied and that it may be substantially modified from time to time. Fraction (and any affiliate) make no warranty that the Fraction Platform or any associated service will:
- meet your requirements,
- be available on an uninterrupted, timely, secure, or error-free basis, or
- will be accurate, reliable, complete, legal or safe.
Fraction disclaims all other warranties or conditions, express or implied, including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, title and non- infringement as to the Fraction Platform, services and any Fraction content contained therein.
- Despite the activities being performed for the benefit of testing, you fully acknowledge, understand and accept the risk of a total or partial capital loss in your investment in the Digital Tokens under the Pilot Program.
- You are eligible and legally allowed to enter into a binding agreement with Fraction.
- You have the authority to enter into the agreement on behalf of the entity you are representing, thus legally bind the said entity by our terms of services.
- Your use of and participation in, certain of our services under the Pilot Program may be subject to additional or amended terms (hereby “Supplemental Terms”) and such Supplemental Terms will either be listed in the terms of services or will be presented to you when applicable.
- If the offering reservation period is successful, the issuer shall have an option to either transfer its/his/ her intangible asset to the special purpose vehicle/entity (“SPV”) or hold the intangible asset for the benefit of all the investors during the Pilot Program. If it is the former, you agree to appoint the SPV to act as an agent to hold the title deed of the intangible asset under the SPV’s name on behalf of you and all investors subject to the terms and conditions set out in the [Asset holder Appointment Agreement] as attached to this Agreement as Annex I. If it is the latter, you agree to appoint the Issuer to hold the title deed of the intangible asset on behalf of you and all investors subject to the terms and conditions set out in Annex I.
- You permit us to keep a record of your personal information and authorize us to keep a record of such information and to make any inquiry, directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against any fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.
- You are the only person who is authorized to use your account and you may not share your account credentials with other persons.
- You are responsible for maintaining the confidentiality and security of any and all account name, User IDs, passwords, and any other security feature that you use to access the services. You are responsible for (i) keeping you email address up to date in your account profile and (ii) maintaining the confidentiality of your User information and the security of your account, which includes the enabling of all relevant security features. You agree to notify us immediately if you become aware of any unauthorized use of the services or any other breach of security regarding the services. Fraction will not be liable for any loss or damage arising from your failure to protect your account or your User information.
- We shall not bear any liability for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. If you question the authenticity of a communication purporting to be from Fraction, you should login to your account through the Fraction Platform, not by clicking links contained in emails.
- You hereby agree that you will not violate any law, agreement, intellectual property or any third party right, and that you are solely responsible for your conduct and any entity you represent, while accessing or using our services. You agree that you will abide by our terms of services and will act in good faith at all times.
- Any and all information related to Fraction (Thailand) Co., Ltd. or its affiliate, Fraction’s business, including, but not limited to, trade secrets, technical information, business strategies, marketing plans, customer and supplier lists, investment information, financial data, and proprietary information of third parties provided to Fraction (Thailand) Co., Ltd. or its affiliate in confidence are referred to herein as the “Confidential Information”.
- During the term of this Agreement and at all times thereafter, you will (I) hold all Confidential Information in strict trust and confidence, (II) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, (III) refrain from disclosing or permitting others to disclose any Confidential Information.
- We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Fraction Platform (or any features or parts thereof) or suspend or discontinue the services at any time, with or without cause, and without liability therefor. If Fraction makes material changes to this Agreement, we will provide notice of such changes, such as by sending an email notification, providing notice through the Fraction Platform or updating the “Last Updated” date at the beginning of this Agreement. By continuing to access or use the Fraction Platform, you confirm your acceptance of the revised Agreement and all of the terms incorporated therein by reference. We encourage you to review the Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the Fraction Platform. If you do not agree to the revised Agreement, you may not access or use the Fraction Platform.
- Fraction may earn certain fees as part of the Fraction Platform operations during the Pilot Program.
- Fraction may terminate the Pilot Program upon not less than five (5)-day prior written notice to the Investor.
Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Fraction Platform and the associated services at any time should you breach any terms of services set out in the Fraction Platform, and you acknowledge
and agree that we shall have no liability or obligation to you in such event, to the fullest extent permitted by applicable law. Prior to closing your account, any Digital Token associated with your account must be sold to a third party in accordance with the terms of the applicable Digital Tokens.
If you have not transferred your Digital Tokens, once your account is closed, we will not be responsible or liable for any Digital Token in your Wallet.
Should Fraction need to terminate the Pilot Program in the middle of the test-run process where you have already transferred the money for the intangible asset under the name of the SPV, you have an option to either:
- allow Fraction and/or SPV to sell the intangible asset to any third party and receive the proceeds from the sale minus any fee, tax or expenses if the sale is successful OR
- allow Fraction and/or SPV to transfer the intangible asset under the names of all investors who will co-own the intangible asset with you provided that the majority investors of more than 50% of the total investors who invested in this intangible asset vote for this option. If the investors do not wish to proceed with this option, then you agree to go for option a).
- By accessing and using Fraction contents or Fraction Platform, you represent and warrant that you are not located in a country that is prohibited for trading or listed on, including, but not limited to, watchlist, blacklist or flagged country.
- TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL FRACTION BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST OF INVESTMENT, PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION INVESTMENT VIA THE FRACTION PLATFORM OR ANY ASSOCIATED SERVICES, DIGITAL TOKENS, FRACTION CONTENTS, AND THIRD PARTY WEBSITES, OR FOR ANY DAMAGES RELATED TO THE ASSET AND/OR OWNERSHIP IN THE ASSET DUE TO WILLFUL MISCONDUCT, FRAUDULENT OR NEGLIGENCE ACT ON THE PART OF THE ISSUER OR ANY RELATED THIRD PARTY, AS WELL AS, TO THE LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF FRACTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE FRACTION PLATFORM, CONTENTS, SERVICES, CONTENT OR THIRD-PARTY WEBSITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
- This Agreement, including your access to and use of the services made available on the Fraction Platform shall be governed by and construed and enforced in accordance with the laws of Thailand
This Agreement enters into force as of its signing date indicated at the beginning of this documents and is binding until terminate.