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Terms of Service

GRINDERY ONE (G1) TOKEN & GRINDERY X (GX) TOKEN TERMS AND CONDITIONS OF TOKEN DISTRIBUTION AND USAGE
Last Updated: 12 January 2024
BY CLICKING "I ACCEPT" BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX OR CONFIRMATION PAGE, PROVIDING ANY REQUESTED INFORMATION, OR OTHERWISE ACQUIRING G1, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS IN THESE TERMS. IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN YOU MAY NOT ACQUIRE G1. THE ACQUISITION OF DIGITAL TOKENS IS SUBJECT TO A NUMBER OF RISKS, SOME OF WHICH THE ISSUER (AS DEFINED HEREIN) HAS SET OUT IN THESE TERMS. IF YOU ARE IN ANY DOUBT AS TO THE SUITABILITY OR OTHERWISE OF ACQUIRING, HOLDING OR USAGE OF THE DIGITAL TOKENS REFERRED TO IN THESE TERMS, YOU SHOULD SEEK APPROPRIATE PROFESSIONAL ADVICE.
PLEASE READ THESE TERMS OF TOKEN DISTRIBUTION AND USAGE CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS (AS DEFINED HEREIN), DO NOT ACQUIRE (WHETHER THROUGH AN INTERMEDIARY OR OTHERWISE) OR CONTINUE TO HOLD OR USE G1 (AS DEFINED BELOW). THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFERING DOCUMENT, AND ARE NOT AN OFFER TO SELL, NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION.
NOTHING IN THESE TERMS CONSTITUTES LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE AND YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISER BEFORE ENGAGING IN ANY ACTIVITY IN CONNECTION HEREWITH.
NEITHER THE ISSUER NOR ANY GROUP ENTITY IS A REGISTERED BROKER, ANALYST OR INVESTMENT ADVISOR. ALL INFORMATION OR DOCUMENTATION PROVIDED BY THE ISSUER OR ANY GROUP ENTITY IS PURELY FOR GUIDANCE AND INFORMATIONAL PURPOSES. G1 IS AVAILABLE FOR ACQUISITION FOR PARTICIPATION IN GRINDERY, WHICH IS AN EXPERIMENTAL PROOF-OF-CONCEPT ECOSYSTEM AS DEFINED WITHIN THE TOKEN DOCUMENTATION AVAILABLE ON THE WEBSITE (TOKEN DOCUMENTATION). THESE TERMS AND ALL INFORMATION RELATING TO THESE TERMS SHOULD BE INDEPENDENTLY VERIFIED AND CONFIRMED. NEITHER THE ISSUER NOR ANY GROUP ENTITY ACCEPTS ANY LIABILITY FOR ANY LOSS OR DAMAGE WHATSOEVER CAUSED IN RELIANCE UPON SUCH INFORMATION OR SERVICES.
These Terms constitute a binding legal agreement between you and the Issuer. It contains the terms that govern your acquisition of G1 as well as any smart contracts (if any) related to the acquisition and/or distribution of G1.
Your acquisition of, whether through an intermediary or otherwise, of Grindery One tokens (G1) from GRINDERY INC, a company incorporated in the Republic of Panama (the Issuer, or us), as well as continued holding and/or usage of G1, howsoever acquired, including without limitation pursuant to any community incentive allocation, community distribution/allocation, or rewards/ incentives program, is subject to these Terms and Conditions (the Terms). Each of you and the Issuer is a “Party,” and together the “Parties.” Please read the below terms and conditions carefully before registering, accessing, browsing, downloading and/or using the website at https://grindery.ai/ and any sub-domains (the Website). By accessing or using the Website, acquiring G1 (whether through promotional activities, referral programs, an intermediary or otherwise), or continuing to hold or use G1, you agree to be bound by these Terms (and all terms incorporated by reference).
Before agreeing to the Terms, you must read this document in full. If at any time you do not agree to these terms and conditions or do not wish to be bound by these terms and conditions, you may not access or use the Website, and shall not be entitled to acquire G1 (whether through an intermediary or otherwise) or continue to hold or use G1. The Issuer shall be under no obligation to maintain a copy of these Terms on the Website after the distribution of G1, and you are advised to print or download and keep a copy of these Terms for your future reference (if required).
  1. PURPOSE AND USAGE OF G1 TOKEN
G1 is a cryptographic utility token. The primary purpose of G1 is to be used as an experimental test token, which users can acquire and send to one another on the Grindery payment network (Grindery). It is envisaged that these transfers of G1 will generate valuable data and serve as a real-world technical test for the performance and security of the Grindery payment network. As an experimental test token, G1 has limited functionality and utility.
The ownership of G1 carries no rights, express or implied, in the Issuer, its related entitles or its affiliates (each, a Group Entity).
G1 is not a consumer product and to the maximum extent permitted by law, its holders accept explicitly and agree that they are not covered by the consumer protection regulation of any jurisdiction.
You agree that, if deemed desirable by the Issuer, the Issuer shall at any time be entitled to re-position, re-brand, re-package or re-market the "Grindery" brand/image/goodwill, the Issuer and/or G1, including selection of a new token ticker or name.
You understand and accept that G1:
  1. may only be utilised on Grindery as an experimental test token, is non-refundable and cannot be exchanged for cash (or its equivalent value in any other virtual currency) or any payment obligation by any Group Entity;
  1. does not represent or confer on you any ownership right, shareholding, participation, right, title, or interest of any form with respect to any Group Entity or any other company, enterprise or undertaking, or any of their revenues or assets, including without limitation any right to receive future revenue, dividends, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), right to receive accounts, financial statements or other financial data, the right to requisition or participate in shareholder meetings, the right to nominate a director or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to the Issuer, any Group Entity and/or any service provider of any Group Entity;
  1. is not intended to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment;
  1. is not intended to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
  1. is not a loan to any Group Entity and is not intended to represent a debt owed by any Group Entity, and there shall be no expectation of profit or interest income arising in connection therewith;
  1. is not any form of financial derivative;
  1. is not any form of commercial paper or negotiable instrument;
  1. will not entitle token holders to any promise of fees, dividends, revenue, profits or investment returns, nor should there be any such expectation;
  1. is not any note, debenture, warrant or other certificate that entitles the holder to any interest, dividend or any kind of return from any Group Entity or any person;
  1. is not any commodity or asset that any person is obliged to redeem or purchase;
  1. is not for speculative investment;
  1. is not intended to constitute securities in Panama, Singapore or any relevant jurisdiction;
  1. does not result in any mutual covenants, or agreement to rights and obligations, being entered into between you and other holders of G1 inter se; and
  1. is subject to limitations and conditions in these Terms and all applicable policies as may be published from time to time on the Issuer.
G1 does not have any tangible or physical manifestation, and does not have any intrinsic value (nor does any Group Entity or any other person make any representation or give any commitment as to its value).
You acknowledge and agree that no Group Entity is under any obligation to issue replacement G1 in the event any G1 or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible or unusable for any reason.
IN PARTICULAR, PLEASE NOTE THAT THE ISSUER IS IN THE PROCESS OF UNDERTAKING LEGAL AND REGULATORY ANALYSIS OF THE FUNCTIONALITY OF G1. FOLLOWING THE CONCLUSION OF THIS ANALYSIS, THERE MAY BE CHANGES TO THE INTENDED FUNCTIONALITY OF G1 IN ORDER TO ENSURE COMPLIANCE WITH ANY LEGAL OR REGULATORY REQUIREMENTS TO WHICH THE ISSUER OR G1 IS SUBJECT. IN THE EVENT OF ANY CHANGES TO THE INTENDED FUNCTIONALITY OF G1, THE DETAILS OF THE CHANGES SHALL BE PUBLISHED ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO REGULARLY CHECK THE WEBSITE FOR ANY SUCH NOTICES.
  1. SCOPE OF TERMS
Unless otherwise stated herein, your acquisition of G1 (whether through an intermediary or otherwise), and continued holding and/or usage of G1 is governed solely by these Terms. New terms or policies may be published from time to time on Grindery and/or the Website at our sole discretion.
The distribution of G1 does not constitute the provision of any goods and/or services as at the date that these Terms form a binding agreement between the Parties.
Any potential future usage of G1 in connection with providing or receiving services (if any) will be governed primarily by other applicable terms and policies (collectively, the Service Terms and Policies), which will be made available on Grindery and/or the Website, if the services and Grindery is successfully completed and deployed. The Issuer may update these Terms or the Service Terms and Policies in our sole and absolute discretion. It shall be your responsibility to regularly check Grindery / Website for any such notices.
The Issuer and Group Entities may have economic interests that conflict with yours (or those of your affiliates). You agree that nothing in these Terms or any other contractual arrangement between the Parties (and/or their affiliates) will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Group Entity, on the one hand, and you (or your affiliate), on the other hand; and that all such relationships are solely contractual in nature. You acknowledge and agree that (a) the transactions contemplated by these Terms or any other contractual arrangement between the Parties (and/or their affiliates), including any exercise of rights and remedies hereunder and thereunder, are arm’s-length commercial transactions between the relevant Group Entity, on the one hand, and you (or your affiliate), on the other, and (b) in connection therewith and with the process leading thereto, (i) no Group Entity has assumed any advisory or fiduciary responsibility in favour of you (or your affiliate) with respect to the transactions contemplated hereby, or the exercise of rights or remedies with respect thereto, or the process leading thereto (irrespective of the contractual relationship between the Parties) or any other obligation to you or your affiliates, and (ii) each Group Entity is acting solely as principal and not as the agent or fiduciary of you, your creditors, or any other person or any affiliates. You acknowledge and agree that you have consulted your own legal and financial advisors to the extent you deem appropriate and that you are responsible for making your own independent judgment with respect to transactions entered into with any Group Entity and the process leading thereto. You agree that you will not claim that any Group Entity has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to you, in connection with such transaction or the process leading thereto.
To the extent of any conflict with these Terms, the updated Terms and the Service Terms and Policies which may be published from time to time on Grindery shall prevail with respect to any issues relating to the usage of G1 in connection with Grinderythe Issuer.
The Issuer reserves the right to require you to provide us with your personal details (including without limitation full legal name, address and details of the digital wallet from which you have sent the payment), and it is your responsibility to provide correct details. Failure to provide this information will prevent us from transferring G1 to your digital wallet.
  1. CANCELLATION AND REFUSAL AT ISSUER'S DISCRETION
Your acquisition of G1 (whether through an intermediary or otherwise) from the Issuer is final; there are no refunds or cancellations except as may be required by applicable law or regulation and you waive any rights to be refunded any amounts which you have paid to the Issuer in exchange for G1 (if any) or to cancel any acquisition of tokens.
Notwithstanding the foregoing, the Issuer reserves the right to refuse or cancel any request(s) to acquire or acquisitions of G1 (as the case may be), at any time in its sole discretion without giving reasons, including without limitation the following:
  1. in connection with any failure to complete know-your-customer, anti-money laundering and counter terrorist financing checks prescribed by the Issuer;
  1. in connection with a change of business or development plan of the Issuer;
  1. in connection with an adverse change of the regulatory environment; or
  1. where the Issuer receives, in aggregate, requests to acquire G1 which exceed the amount of G1 available for the token distribution phase, whereupon the Issuer shall have the discretion to (i) cancel requests to acquire G1 received after a certain cut-off date/time selected by the Issuer, (ii) cancel requests to acquire based on certain eligibility criteria selected by the Issuer (for example, based on reputation, jurisdiction, level of community participation, or sale amount) (iii) implement pro-rata allocation of G1, and/or (iv) any combination of the foregoing.
For the avoidance of doubt, the Issuer shall not be required to notify you of the outcome of any of our customer identification, due diligence and/or anti-money laundering due diligence checks, or in any case provide reasons for unsatisfactory results of checks. The Issuer reserves the right to require you to provide the Issuer with your personal details (including without limitation correct name, address and details of the digital wallet from which you have sent the payment), and it is your responsibility to provide correct details. Failure to provide this information will prevent the Issuer from allocating the token to your digital wallet. No interest will accrue on the value of any refund.
At any time during the distribution of G1, the Issuer may either temporarily suspend or permanently abort the token distribution (whether relating to the private sale or public distribution phase, or both) at its sole discretion without providing any reasons whatsoever. During any period of suspension or in the event that the token distribution is aborted (whether relating to the private sale or public distribution phase, or both), G1 will not be available for acquisition.
  1. ACKNOWLEDGMENT AND ASSUMPTION OF RISKS
You acknowledge and agree that there are numerous risks associated with acquiring G1, holding G1, and using G1 for participation in Grindery. If you have any queries or require any clarification regarding these risks, please contact us at legal@grindery.io.
YOU CLEARLY UNDERSTAND THAT BLOCKCHAIN AND VIRTUAL CURRENCIES / TOKENS, INCLUDING WITHOUT LIMITATION G1, USDT, USDC, BTC OR ETH ARE NEW AND UNVERIFIED TECHNOLOGIES THAT ARE BEYOND CONTROL OF ANY GROUP ENTITY. IN PARTICULAR, AND IN ADDITION TO TERMS OF THIS DOCUMENT, YOU BEAR FULL RESPONSIBILITY FOR ANY RISKS DESIGNATED IN THE PROPOSED DOCUMENTATION. BY ACQUIRING (WHETHER THROUGH AN INTERMEDIARY OR OTHERWISE), HOLDING AND/OR USING G1, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THE FOLLOWING RISKS:
  1. Risk of changes in functionality
G1 does not have any rights, uses, purpose, attributes, functionalities or features, express or implied, except for those which are specifically described in the Token Documentation, and which may change from time to time.
  1. G1 is non-refundable
The Issuer is not obliged to provide G1 holders with a refund related to G1 for any reason, and G1 holders acknowledge and agree that they will not receive money or other compensation in lieu of a refund. No promises of future performance or price are or will be made in respect to G1, including no promise of inherent value, no promise of continuing payments, and no guarantee that G1 will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the laws in the jurisdiction of G1.
  1. Uncertain Regulations and Enforcement Actions
The regulatory status of G1 and distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern virtual currencies or virtual currency markets. It is impossible to predict how, when or whether regulatory agencies may apply existing regulations or create new regulations with respect to such technology and its applications, including G1 and/or Grindery. Regulatory actions could negatively impact G1 and/or Grindery in various ways. The Issuer or any Group Entity may cease operations in a jurisdiction, or even abandon certain features of the project, 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.
  1. Risks associated with the Blockchain Protocol
Given that G1 and Grindery are based on blockchain protocol and architecture, any malfunction, breakdown or abandonment of the relevant blockchain protocol or architecture may have a material adverse effect on G1 and/or Grindery. Moreover, advances in cryptography, or technical advances (including without limitation development of quantum computing), could present unknown risks to G1 and/or Grindery by rendering ineffective the cryptographic consensus mechanism that underpins that blockchain protocol. The future of cryptography and security innovations are highly unpredictable. Further, products or services available on Grindery may require digital assets provided by a user to be deposited with, "staked" with and/or otherwise require interaction with various third-party decentralised finance protocols which primarily comprise smart contracts deployed on the relevant blockchain. These third-party decentralised finance protocols and the development team behind these protocols are independent third parties, so no Group Entity has control over these protocols or teams. The deployed smart contracts underlying Grindery or these decentralised finance protocols are highly experimental in nature, risky, and may contain security vulnerabilities, errors, failures, bugs or economic loopholes which may be exploited by third parties, causing you to suffer losses in connection with any product(s) available on Grindery. Neither the Issuer nor any Group Entity can be responsible for any such security vulnerabilities, errors, failures, bugs or economic loopholes.
  1. Security
You are responsible for implementing reasonable measures for securing the digital wallet, vault or other storage mechanism you use to receive and hold G1 which you have acquired, including any requisite passwords, tokens, private key(s) or other credentials necessary to access such storage mechanism(s). If your passwords, tokens, private key(s) or other access credentials are lost, you may lose access to your G1. The Issuer cannot be responsible for, and is technologically unable to recover, any such losses.
  1. Insufficient Information
Grindery is at the stage of development as of the date of these Terms and its algorithm, code, consensus mechanism and/or various other technical specifications and parameters could be updated and changed frequently and constantly. While the marketing materials and Token Documentation released relating to the development of Grindery has been prepared with the then up-to-date key information of Grindery, it is not absolutely complete and is subject to adjustments and updates from time to time for optimal development and growth of Grindery and/or ecosystem on Grindery. The Issuer is neither able, nor obliged, to keep you closely posted on every detail of the development of Grindery (including its progress and expected milestones no matter whether rescheduled or not) and therefore will not necessarily provide you with timely and full access to all the information relating to Grindery that may emerge from time to time. Due to the nature of the project to develop Grindery, you accept that such insufficiency of information disclosure is inevitable and reasonable.
  1. Security weaknesses.
Hackers or other malicious groups or organisations may attempt to interfere with G1 and/or Grindery in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, there is a risk that a third party or a member of any Group Entity may intentionally or unintentionally introduce weaknesses into the core infrastructure of G1 and/or Grindery, which could negatively affect G1 and/or Grindery.
  1. Risks associated with a lack of markets for G1
There is no prior market for G1 and the G1 distribution may not result in an active or liquid market for G1. G1 is intended to be used solely within the network for Grindery, hence there may be illiquidity risk with respect to any G1 you hold.
G1 is not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor is it backed by any hard assets or other credit nor is it a "commodity" in the usual and traditional sense of that word. The Issuer cannot be responsible for, nor does the Issuer pursue, the circulation and trading of G1 on any market. Trading of G1 will merely depend on the consensus on its value between the relevant market participants. No one is obliged to acquire any G1 from any holder of G1, including nor does anyone guarantee the liquidity or market price of G1 to any extent at any time. Furthermore, G1 may not be resold to a purchaser who is a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a Restricted Country or to purchasers where the purchase of G1 may be in violation of applicable laws. Accordingly, the Issuer cannot ensure that there will be any demand or market for G1, or that the price you pay for G1 is indicative of any market valuation or market price for G1.
Any secondary market or exchange for trading G1 would be run and operated wholly independently of the Group Entities, the distribution of G1 and Grindery. No Group Entity will create such secondary markets, nor will it act as an exchange for G1. Even if secondary trading of G1 is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to G1 (e.g., as denominated in a virtual or fiat currency), such value may be extremely volatile, decline below the price which a holder had paid for G1, and/or even diminish to zero. Holders of G1 shall be responsible for all losses in connection with the acquisition of or secondary trading of G1, and shall not make any claim against any Group Entity in connection with the same.
  1. Risk of Uninsured Losses
G1 is uninsured unless you specifically obtain private insurance to insure them. In the event of loss or loss of utility value, there is no public insurer or private insurance arranged by any Group Entity to offer recourse to you.
  1. Taxation risks
The tax characterisation of G1 is uncertain. The tax characterisation of G1 and these Terms is uncertain. The Issuer intends to treat G1 and these Terms neither as an equity interest nor as a debt interest in the Issuer for tax purposes. It is possible that the Issuer’s intended treatment of G1 and these Terms may be challenged, so that the tax consequences to a purchaser and the Issuer relating to G1 and these Terms could differ from those described above. You must seek your own tax advice in connection with the acquisition, holding and/or usage of G1, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
  1. Competitors
It is possible that alternative networks could be established that utilise the same or similar code and protocol underlying G1 and/or Grindery and attempt to re-create similar facilities. Grindery may be required to compete with these alternative networks, which could negatively impact G1 and/or Grindery.
  1. Insufficient Interest
It is possible that Grindery will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as Grindery). Such a lack of use or interest could negatively impact the development of Grindery and therefore the potential utility of G1.
  1. Risks Related to Our Corporate Structure
The legal structure for the Group Entities (including the intra-Group arrangements) is bespoke and there is no generally accepted standard or structure for similar projects in the distributed ledger technology space. The legal structure had been designed to address certain specific legal risks, and attempt to decentralise the management and control, as well as economic risks and benefits relating to Grindery and G1; but there is no legal precedent for whether these structures are effective, and it is difficult to predict the position that a regulator may adopt. The legal structure and contractual arrangements may not be effective in decentralising management and control, thereby adversely affecting the value of Grindery and/or G1.
  1. Risk of Dissolution of the Issuer, any Group Entity or Grindery
Start-up companies such as the Issuer involve a high degree of risk. Financial and operating risks confronting start-up companies are significant, and the Issuer is not immune to these. Start-up companies often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved.
It is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of virtual and/or fiat currencies, decrease in the utility of G1 due to negative adoption of Grindery, the failure of commercial relationships, or intellectual property ownership challenges, Grindery may no longer be viable to operate and the Issuer or any Group Entity may be dissolved.
  1. Risks Arising from Lack of Governance Rights
Because G1 confers no governance rights of any kind with respect to Grindery or any Group Entity, all decisions involving Grindery or any Group Entity will be made by the relevant Group Entity at its sole and absolute discretion, including, but not limited to, decisions to discontinue the services and/or ecosystem on Grindery, to create and distribute more G1 for use in the ecosystem on Grindery, or to sell or liquidate any Group Entity. These decisions could adversely affect Grindery and G1 you hold.
  1. Loss of Talent
The development of Grindery depends on the continued co-operation of the existing technical team and expert consultants, who are highly knowledgeable and experienced in their respective sectors. The loss of any member may adversely affect Grindery or its future development. Further, stability and cohesion within the team is critical to the overall development of Grindery. There is the possibility that conflict within the team and/or departure of core personnel may occur, resulting in negative influence on the project in the future.
  1. Failure to develop
There is the risk that the development of Grindery will not be executed or implemented as planned, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or G1, unforeseen technical difficulties, shortage of development funds for activities, and/or losses in connection with the acts or omissions of any third party (including without limitation failure of financial institutions, cryptocurrency exchanges, wallet providers or blockchain protocols).
  1. Risks Involving Cloud Storage
As Grindery may provide or utilise a decentralised cloud storage service for users and applications, therefore Grindery (and services thereon) are susceptible to a number of risks related to the storage of data in the cloud. Grindery (and services thereon) may involve the storage of large amounts of sensitive and/or proprietary information, which may be compromised in the event of a cyberattack or other malicious activity. Similarly, Grindery and/or services thereon may be interrupted, and files may become temporarily unavailable in the event of such an attack or malicious activity. Because users can use a variety of hardware and software that may interface with Grindery, there is the risk that Grindery and/or services thereon may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Group Entities do not control. The risk that Grindery and/or services thereon may face increasing interruptions and the ecosystem on Grindery may face additional security vulnerabilities could adversely affect Grindery and ecosystem thereon, and therefore the future utility of any G1 that you hold.
  1. Other risks
In addition to the aforementioned risks, there are other risks associated with your acquisition, holding and usage of G1, including those that the Issuer cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the aforementioned risks.
  1. KNOW YOUR CLIENT REGULATIONS AND PERSONAL DATA
Know your client regulations
You hereby acknowledge and accept that:
  1. The Issuer may be required to conduct customer identification, due diligence and anti-money laundering due diligence on all acquirors of G1 in compliance with all applicable laws and legislations. The Issuer may determine, in its sole discretion, that it is necessary to obtain certain information about you in order to comply with these laws and legislations. You agree to provide such information to the Issuer promptly upon request, and you acknowledge that the Issuer may refuse to distribute G1 to you until you provide such requested information, and the Issuer has determined that it is permissible to distribute to you G1 under applicable law or regulation.
  1. The Issuer may at any point in time request information and/or documentation to establish that its identification records, as well as the information that form your profile, remain completely updated. In this respect, the Issuer reserves the right to examine and check on a regular basis the validity and adequacy of your identification data and information maintained. For the avoidance of doubt, the Issuer shall not be required to notify you of the outcome of any of its customer identification, due diligence and/or anti-money laundering due diligence checks, or in any case provide reasons for unsatisfactory results of checks.
  1. If at any time the Issuer becomes aware that reliable or adequate data and information are missing from your identity, the Issuer reserves the right to take all necessary actions to collect the missing data and information (whether from you or from third parties) so as to update and complete your profile as necessary.
  1. If you fail or refuse to submit, within a reasonable timeframe, the required data and identification information for the updating of your identity and, as a consequence, the Issuer is unable to comply with any laws, legislations regulations or directives relating to customer identification requirements, the Issuer will not be able to distribute G1 to you and/or continue its relationship with you, and the Issuer may be required to submit a report of suspicious transactions/activities to the relevant authorities.
Personal Data
  1. The Issuer (and its affiliates) will collect, use, process and disclose your information and personal data for providing its services and discharging of its legal duties and responsibilities, administration, customer services, crime (including tax evasion) prevention and detection, anti-money laundering, due diligence and verification of identity purposes (collectively, the Purposes). the Issuer may disclose your information to its service providers, agents, relevant custodians or similar third parties for these Purposes. The Issuer may keep your information for such period as it may determine (which shall be no shorter than any mandatory period prescribed by law) to contact you about Grindery. You hereby consent to the Issuer transferring your personal data to its affiliates or service providers for processing, and to recipients in countries which do not provide the same level of data protection as your jurisdiction if necessary for the Purposes.
  1. If you withdraw your consent to any or all use of your personal data, depending on the nature of your request, this may limit the scope of our services which the Issuer is able to provide to you. Please contact us at legal@grindery.io (marking your email for the attention of the “Data Protection Officer”). The Issuer will endeavour to respond to your query / request within 30 days, and if that is not possible, the Issuer will inform you of the time by which it will respond to you.
  1. You hereby warrant, represent and confirm to us and shall procure that with respect to any personal data of any individual (including, where applicable, your directors, partners, office holders, officers, employees, agents, shareholders and beneficial owners) (each, an Individual) disclosed to us in connection with these Terms, the Service Terms and Policies and/or the G1 token distribution or otherwise collected by us in the course of your relationship with us or any of our affiliates:
  1. each Individual to whom the personal data relates has, prior to such disclosure or collection, agreed and consented to, and permitted you on its behalf to consent to, such disclosure as well as the collection, processing, use and disclosure of the Individual’s personal data by us for all purposes required by us in connection with these Terms and/or the G1 token distribution;
  1. that each Individual has read and consented to the collection, processing, use and disclosure of the Individual’s personal data by us in accordance with the Purpose; and
  1. any consent given pursuant to these Terms in relation to each Individual’s personal data shall survive death, incapacity, bankruptcy or insolvency of that Individual and the termination or expiration of these Terms and the Service Terms and Policies.
  1. If any Individual should withdraw his/her consent to any or all use of his/her personal data, then depending on the nature of the withdrawal request, the Issuer may not be in a position to continue its relationship with you and/or distribute G1, and the Issuer shall be entitled to its rights under these Terms and the Service Terms and Policies (without prejudice to our other rights and remedies at law against you).
  1. TAXES
The onus for determining the taxes (including without limitation obligations to pay value added, sales, use, offerings, withholding taxes, income or similar taxes) (Taxes) applicable to your acquisition, holding and/or usage of G1 lies solely with you. It is also your sole responsibility to comply with all relevant tax reporting requirements arising out of or in connection with your acquisition, holding and/or usage of G1. The Issuer is not responsible for withholding, collecting, reporting, or remitting any Taxes arising from your acquisition, holding and/or usage of G1. The Issuer cannot and does not provide any tax advice and it recommends that you seek appropriate professional advice in this area if required.
  1. REPRESENTATIONS AND WARRANTIES
By acquiring (whether through an intermediary or otherwise), holding and/or using G1, you represent and warrant that:
  1. You have read and understand these Terms and the Token Documentation, and you have all requisite power and authority to execute and deliver these Terms, to participate in the G1 token distribution, to acquire, hold and/or use G1, and to carry out and perform your obligations under these terms.
  1. If you are an individual, you are at least 21 years old and in any case of sufficient legal age and capacity to acquire, hold and/or use G1. If you are a legal person, you are duly organised, validly existing and in good standing under the laws of your domicile and each jurisdiction where you conduct business or where your assets are located. You are not acquiring, holding and/or using G1 on behalf of any other entity or person.
  1. The execution, delivery and performance of these Terms will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (i) any provision of your constitutional documents (if applicable), (ii) any provision of any judgment, decree or order, or any agreement, obligation, duty or commitment to which you are a party, or by which you are bound, or to which any of its material assets are subject, (iii) any laws, regulations or rules applicable to you, (iv) any foreign exchange or regulatory restrictions applicable to such acquisition, holding and/or usage of G1, or (v) any governmental or other consents that may need to be obtained.
  1. The execution and delivery of, and performance under, these Terms require no approval or other action from any governmental authority or person. You will and shall at your own expense ensure compliance with all laws, regulatory requirements and restrictions applicable to you (as the case may be).
  1. Your acquisition of G1 shall be made in full compliance with any applicable tax obligations to which you may be subject in any relevant jurisdiction. You understand that you bear the sole responsibility to determine if your use of Grindery, the transfer of any virtual currency to the Issuer, the creation, ownership or use of G1, the potential appreciation or depreciation in the value of G1 over time, the distribution and acquisition of G1 and/or any other action or transaction related to the Issuer or Grindery have tax implications (including determining what taxes may apply to the acquisition, possession, storage, distribution or other use of G1 including, for example, sales, use, value-added and similar taxes and for complying with any obligations to withhold, collect, report and remit the correct taxes to the appropriate tax authorities in relation to its acquisition, possession, storage, sale or other use of G1); by creating, holding or using G1, and to the extent permitted by law, you agree not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the creation, ownership or use of G1 or any other action or transaction related to the Issuer (or any Group Entity) or Grindery.
  1. You have good and sufficient understanding in business and financial matters, including a good and sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of blockchain technology, blockchain-like technology, blockchain-based software systems as well as other similar technologies and systems, cryptographic tokens, and token storage mechanisms (such as digital token wallets) to understand these Terms and to appreciate the risks and implications of acquiring, holding and/or usage of G1.
  1. You have obtained sufficient information about G1 to make an informed decision to acquire, hold and/or use G1. Additionally, you are aware of the Issuer’s business affairs and financial condition and have obtained sufficient information about the Issuer to reach an informed decision to acquire G1.
  1. You will not use G1 to finance, engage in, or otherwise support any unlawful activities or in a manner which aids or facilitates another party in the same. You shall fully comply with all applicable statutes of all jurisdictions in which you are located, resident, organised or operating, and/or to which it may otherwise be subject and the rules and regulations thereunder (including legislation relating to anti-money laundering and countering the financing of terrorism) (collectively, the Compliance Regulations). No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving it or any of your affiliates with respect to the Compliance Regulations is pending or, to the best of your knowledge (after due and careful enquiry), threatened.
  1. Neither you (nor any of your subsidiaries, any director or officer, or any employee, agent, or your affiliate) nor any person having a direct or indirect beneficial interest in you or G1 being acquired by you, or any person for whom you are acting as agent or nominee in connection with G1: (i) is the subject of any sanctions administered or enforced by any country or government or international authority, including the US Department of the Treasury’s Office of Foreign Assets Control (OFAC), the US Department of State, the United Nations Security Council, the European Union or the Monetary Authority of Singapore (collectively, Sanctions); (ii) is located, organised, citizen or resident in a country or territory that is, or whose government is, the subject of Sanctions; (iii) is listed in any list of sanctioned persons including those maintained under the Sanctions including the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC; or (iv) is directly or indirectly owned or controlled by any person subject to sub-clauses (i), (ii) and (iii) above.
  1. Neither you (nor any of your subsidiaries, any director or officer, or any employee, agent, or your affiliate) nor any person having a direct or indirect beneficial interest in you or G1 being acquired by you, or any person for whom you are acting as agent or nominee in connection with G1 is: (i) a citizen or resident of, or located in, a geographic area or country designated as "High-risk and other monitored jurisdictions" (or such other similar classification) by the Financial Action Task Force; or (ii) a Politically Exposed Person (defined as a current or former senior official in the executive, legislative, administrative, military, or judicial branch of a government (elected or not), a senior official of a major political party, a senior executive of a government owned commercial enterprise, and/or being a corporation, business or other entity formed by or for the benefit of any such individual, any individual publicly known (or actually known) to be a close personal or professional associate, or an immediate family member of such individual, meaning spouse, parents, siblings, children, and spouse’s parents or siblings).
  1. You are not a citizen, national, resident (tax or otherwise), domiciliary or green card holder of (A) the United States of America, the People's Republic of China, or Canada, Singapore, Germany, France; or (B) any geographic area or country (i) where participation in token distribution or sales is prohibited, restricted or unauthorised by applicable law, decree, regulation, treaty, or administrative act or (ii) where it is likely that the distribution of G1 would be construed as the sale of a security (howsoever named), financial service or investment product (the Restricted Countries).
  1. You acknowledge and agree that: (i) you are familiar with all related regulations in the specific jurisdiction in which you are based and that acquiring G1 (through acquisition or otherwise) in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind, (ii) no regulatory authority has examined or approved of the information set out in the Token Documentation or any other material in connection with G1, (iii) you will not use G1 if such use would constitute a public offering of G1 in any country or jurisdiction where action for that purpose is required, (iv) the distribution or dissemination of the Token Documentation, any part thereof or any copy thereof, or any use of G1 by you, is not prohibited or restricted by the applicable laws, regulations, or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you will observe and comply with all such restrictions at your own expense and risk without liability to the Issuer, (v) you shall ensure that no obligations are imposed on the Issuer in any such jurisdiction as a result of any of the actions taken by you in the preceding sub-clause, and (vi) the Issuer will have no responsibility for and it will not obtain any consent, approval or permission required by you for, the acquisition, offer, sale or delivery by it of G1 under the laws and regulations in force in any jurisdiction to which you may be subject or in or from which you use G1.
  1. You are a highly sophisticated and experienced party that acknowledges and understands that (i) the Issuer, the Group Entities and their respective affiliates may possess material information regarding Grindery and G1 that is not publicly available and has not been made available to you, which information may impact the value of G1 or the use on Grindery, and that the Issuer is not disclosing such information to you, (ii) due to legal uncertainty, G1 may be deemed to be securities or financial instruments under applicable laws. Notwithstanding any disparity in information or legal uncertainty, you have agreed to enter into these Terms and consummate the transactions hereunder and hereby agree not to bring any claim against the Issuer, the Group Entities or any of their respective affiliates in respect thereof and, as a sophisticated party with extensive experience in token acquisition transactions, hereby waive any claims or causes of action in respect thereof.
  1. You are acquiring, holding and/or using G1 to participate in Grindery, as well as to support the advancement, promotion, research, design and development of, and advocacy for Grindery, as well as potentially receiving services on Grindery (when the same is completed and deployed). You are not acquiring, holding or using G1 for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes.
  1. You acknowledge that: (i) G1 does not have any intrinsic value and that it may never recover any cash, cryptocurrency or other assets which are used directly or indirectly to acquire G1; (ii) there is no market-standard valuation process to determine the value of G1 at any given time; and (iii) the Issuer gives no guarantees whatsoever on the value of G1 which may be highly volatile and could reduce to zero.
  1. You acknowledge and agree that the Issuer may impose eligibility criteria to access certain functionality in respect of G1 which may require it to incur additional time and money costs.
  1. You acknowledge that the currency (whether fiat or virtual) paid to us for the acquisition of G1 will be held by us (or our affiliate) after the token distribution, and you will have no economic or legal right over or beneficial interest in these contributions or the assets of that entity after the token distribution.
  1. You acknowledge and undertake that you shall provide the Issuer with such information as the Issuer may deem necessary or appropriate in order to maintain compliance with applicable law including: (i) compliance with the representations set out in this Clause ‎7, and (ii) to address any actual inquiries or inquiries that the Issuer may (at its sole discretion) expect from regulatory authorities, courts or arbitral authorities in any jurisdiction.
  1. You hereby acknowledge and agree that the Issuer may have to procure an amendment to the functionality of G1 at any time in order to facilitate compliance with any legal or regulatory issues which may arise or shall be anticipated, including: (i) any actual action taken, or potential action that the Issuer (in its sole discretion) expects to be taken, by a court or regulatory authority in any jurisdiction in relation to the use of G1 and all related matters, and (ii) any additional legal or regulatory risk mitigation in respect of the functionality of G1 that the Issuer decides to undertake at any time.
You hereby acknowledge that the Issuer has entered into these Terms in reliance upon your representations and warranties being true, accurate, complete and non-misleading. The Issuer does not and does not purport to make, and hereby disclaims, all representations, warranties or undertaking to you in relation to the distribution of G1 or otherwise. Prospective acquirors of G1 should carefully consider and evaluate all risks and uncertainties (including financial and legal risks and uncertainties) associated with the G1 token distribution, the Issuer, and any relevant Group Entity.
  1. INTELLECTUAL PROPERTY
The Issuer (or the relevant Group Entity, as the case may be) retains all right, title and interest in all of that entity's intellectual property, including, without limitation, ideas, concepts, discoveries, processes, code, compositions, formulae, methods, techniques, information, data, patents, models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), art, rights in designs, systems, services, website design, "look and feel", compilation, functionality, audio, video, text, photograph, graphics, all elements of the Website, and all other intellectual property rights, in each case whether patentable, copyrightable or protectable in trademark, registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. You may not use any of the Issuer’s (or the relevant Group Entity's) intellectual property for any reason whatsoever.
  1. INDEMNITY
To the fullest extent permitted by applicable law, you will, as a separate and independent obligation, indemnify, defend and hold harmless the Issuer, each Group Entity, and their respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, related companies, affiliates, agents, representatives, predecessors, successors and assigns (the Indemnified Parties) from and against all claims, demands, actions, damages, losses, costs and expenses (including legal fees on an indemnity basis) arising from or relating to:
  1. your acquisition (whether through an intermediary or otherwise), holding or usage of G1;
  1. your responsibilities or obligations under these Terms;
  1. your violation of these Terms;
  1. your violation of any rights of any other person or entity; or
  1. your subsequent transfer of G1 to any individuals or entities.
  1. RELEASE
To the fullest extent permitted by applicable law, you release the Issuer and the other Indemnified Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.
  1. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms will be governed by and construed and enforced in accordance with the laws of Singapore, without regard to conflict of law rules or principles (whether of Singapore or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or in connection with these Terms or any of the transactions contemplated in connection with the same (including without limitation the enforceability of this arbitration Clause, any question regarding existence, validity or termination) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference in this arbitration Clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.
Any dispute arising out of or related to these Terms is personal to the user and the Issuer, and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. For avoidance of doubt, it is made clear that any dispute that may arise cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
The arbitrator appointed under this Clause ‎11 shall not be bound by rulings in prior arbitrations involving the Issuer, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Clause ‎11 shall not preclude the Issuer from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Notwithstanding any of the foregoing, you agree that the Issuer may initiate a proceeding related to the enforcement or validity of its intellectual property rights in any court having jurisdiction.
Each Party agrees to keep all matters relating to this arbitration, including the arbitral awards, confidential, except as is otherwise required by court order or as is necessary to confirm, set aside or enforce the arbitral award and for disclosure in confidence to each Party’s respective legal, financial or other professional advisors.
  1. PARTIAL INVALIDITY
If, at any time, any provision of these Terms is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
  1. TERMINATION
The Issuer reserves the right to terminate the agreement set out in these Terms, in its sole discretion, in the event of a breach by you of these Terms. Upon termination of these Terms:
  1. all of your rights under these Terms immediately terminate;
  1. you are not entitled to any refund of any amount paid whatsoever, save in the case where these Terms are terminated by the Issuer without any breach by you of these Terms; and
  1. Clauses ‎3, ‎4, ‎6, ‎9, ‎10, ‎11, ‎17, ‎18 and ‎19 will survive and continue to apply in accordance with their terms to you in respect of any G1 held, together with any of your obligation(s), or required performance under these Terms which, by its express terms or nature and context is intended to survive expiration or termination of these Terms.
  1. ENTIRE AGREEMENT
These Terms, including the documents and material incorporated by reference, constitute the entire agreement between you and the Issuer and supersedes all prior or contemporaneous agreements and understandings (including without limitation the Token Documentation, the Website or any other marketing material), both written and oral, between you and the Issuer. The Issuer may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If the Issuer makes changes, it will as soon as practicable post the amended Terms at the Website. The amended Terms will be effective immediately. It is your responsibility to regularly check the Website for any such amendments.
  1. ASSIGNMENT
You shall under no circumstances be entitled to assign or novate your rights and obligations under these Terms (including without limitation the right to claim any [G1] acquired). the Issuer may assign or novate its rights and obligations under these Terms without your consent, and you agree to, at your own expense, take whatever action or execute any document which the Issuer may require for the purpose of effecting any such assignment or novation by the Issuer.
  1. REMEDIES AND WAIVERS
No failure to exercise, nor any delay in exercising, on our part, any right or remedy under these Terms Documents shall operate as a waiver, of any such right or remedy or constitute an election to affirm these Terms. No election to affirm these Terms on our part shall be effective unless it is in writing. No single or partial exercise of any right or remedy prevents any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law.
  1. DISCLAIMERS
  1. You expressly acknowledge, understand and agree that you are acquiring (whether through an intermediary or otherwise), holding and/or using G1 at your sole risk and discretion, and that [G1] is provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis without any representations, warranties, promises or guarantees whatsoever of any kind by the Issuer or any Group Entity. Prior to making any decision to acquire (whether through an intermediary or otherwise), hold and/or use G1, you shall conduct your own due diligence and rely only on your own examination and investigation thereof.
  1. Changes in relevant laws and regulations in any jurisdictions which the Issuer is operating shall constitute a force majeure and the Issuer will not be responsible for any result arising out of such changes in relevant laws and regulations.
  1. the Issuer does not make and expressly disclaims all representations and warranties, express, implied or statutory; and with respect to [G1], the Issuer specifically does not represent and warrant and expressly disclaims any representation or warranty, express, implied or statutory, including without limitation, any representations or warranties of title, non-infringement, merchantability, usage, suitability or fitness for any particular purpose, or as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent. In addition, the Issuer cannot and does not represent or warrant that [G1] or the claim/delivery mechanism for [G1] are free of security vulnerabilities, viruses, errors, failures, bugs or loopholes which may be exploited by third parties, or other harmful components.
  1. the Issuer assumes that you have already read these Terms, especially the risks and disclaimer stated herein and hereunder, and you shall automatically be regarded agree to take all risks (including but not limited to the risks stated herein) in relation to acquiring (whether through an intermediary or otherwise), holding and/or using G1.
  1. ISSUER NOT LIABLE
G1 is not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in these Terms is intended to form the basis for any investment decision, and no specific recommendations are intended. Save in the case of fraud or gross negligence, the Issuer expressly disclaims any and all responsibility for any direct, indirect, special, incidental, consequential or exemplary loss or damage of any kind whatsoever arising directly or indirectly (including without limitation, those relating to loss of revenue, income or profits, loss of use or data, or damages for business interruption) in connection with:
  1. reliance on any information contained in these terms;
  1. any error, omission or inaccuracy in any such information;
  1. any action resulting from such information; or
  1. the distribution or usage of G1.
In no event will the aggregate liability of the Issuer and the Indemnified Parties (jointly), whether in contract, warranty, tort, or other theory, arising out of or relating to these terms or the usage of or inability to use G1, exceed the amount you pay to us for G1.
  1. CLAIMS
The Issuer shall not be liable in any way or in any event in respect of any claim under these Terms if such claim was not made within the 6-month period commencing from the date that you receive G1 (the Claim Period). Any claim which has been made before the expiration of the Claim Period shall, if it has not been previously satisfied in full, settled or withdrawn, be deemed to have been withdrawn and shall become fully barred and unenforceable on the expiry of the period of six (6) months commencing from the date on which such claim was made, unless proceedings in respect thereof shall have been commenced against the Issuer and for this purpose proceedings shall not be deemed to have been commenced unless they shall have been issued and served upon the Issuer.
For the avoidance of doubt, nothing in these Terms shall limit your obligation (at law or otherwise) to mitigate your loss in respect of any claim under these Terms, and you shall not be entitled to recover damages in respect of any claim (as the case may be) if, and to the extent that, you have already recovered damages in respect of the same fact or subject matter.
  1. PARTNERSHIP
Acquiring (whether through an intermediary or otherwise), holding and/or using G1 does not create any form of partnership, joint venture or any other similar relationship between you and us, nor cause the Parties to be deemed acting in concert in any respect.
  1. CONFIDENTIALITY
You shall hold, and shall cause your affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence all documents, information and correspondence concerning G1 or any Group Entity furnished to you or your affiliates in connection with the transactions contemplated by these Terms or any pre-contractual or post-contractual negotiations in connection therewith (including without limitation all commercial information such as price, number of tokens sold, discount (if any), as well as schedule for claim/delivery of tokens), except to the extent that such information can be shown to have been (a) previously known on a non-confidential basis by you, (b) in the public domain disclosed without any fault on your part or (c) later lawfully acquired by you from sources other than any Group Entity.  If these Terms are terminated, you shall, and shall cause your affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to the Issuer, upon request, all documents and other materials, and all copies thereof, obtained by you or your affiliates in connection with these Terms that are subject to such confidence.
  1. RIGHTS OF THIRD PARTIES
Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity.
Save for any Group Entity who shall be entitled to enforce or enjoy the benefit of the terms of these Terms, a person who is not a party under these Terms has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce or to enjoy the benefit of any term of these Terms.
  1. LANGUAGE
You acknowledge that, solely for convenience, these Terms may be translated into a language other than English, and that a copy of the English language version of these Terms has been provided to you (which you have read and understand). In the event of conflict or ambiguity between the English language version and translated versions of these Terms, the English language version shall prevail.
  1. SEVERABILITY
Whenever possible, each provision of these Terms will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable in any respect under any law of any jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.  If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.  Any modification to or deletion of a provision or part-provision pursuant to this Clause ‎24 shall not affect or impair the validity and enforceability of the rest of these Terms, nor the validity and enforceability of such provision or part-provision under the law of any other jurisdiction.
  1. INTERPRETATION
The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
  1. ELECTRONIC CONSENTS
You agree to be bound by any affirmation, assent or agreement that you transmit to the Issuer or any Group Entity by computer or other electronic device, including internet, telephonic and wireless devices, including, but not limited to, any consent you give to receive communications from the Issuer or any Group Entity solely through electronic transmission. You agree that when you click on an "I Agree”, "I Consent", "I Accept", "I Confirm" or other similarly worded button, checkbox, tickbox or entry field (including without limitation on any adjoining "Confirmation" page) with your mouse, keystroke or other device, such agreement or consent will be legally binding and enforceable against you and will be the legal equivalent of your handwritten signature on an agreement that is printed on paper. You agree that the Issuer or any Group Entity may send you electronic copies of any and all communications associated with your acquisition of G1.
  1. NOTICES
You agree and acknowledge that all agreements, notices, disclosures, and other communications that the Issuer provides to you, including these Terms, will be provided in electronic form.
These Terms have been entered into for and on behalf of the Issuer. If you have any questions regarding these Terms, please contact us at legal@grindery.io.
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