Terms and Conditions.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE HTTPS://FAIRNINJA.COM WEBSITE.

THESE TERMS AND CONDITIONS ARE NOT A SOLICITATION FOR INVESTMENT AND DO NOT REPRESENT IN ANY WAY AN OFFERING OF SECURITIES IN ANY JURISDICTION, BUT STIPULATE THE TERMS AND CONDITIONS OF THE FAIR NINJA “YOSHI TOKEN” SALE.

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THE PURCHASE OF YOSHI TOKENS IS SUBJECT TO ACCEPTANCE OF THESE TERMS AND CONDITIONS.

BY PURCHASING YOSHI TOKENS, THE USER ACKNOWLEDGES THAT HE/SHE HAS FULLY READ, UNDERSTOOD AND AGREED TO THESE TERMS AND CONDITIONS, AND THAT HE/SHE HAS THE NECESSARY LEGAL CAPACITY TO COMMIT HIMSELF/HERSELF TO THE OBLIGATIONS AND PURPOSES STATED IN THESE TERMS AND CONDITIONS.

IF THE USER DOES NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS AND CONDITIONS, THE USER SHALL NEITHER PURCHASE YOSHI TOKENS, NOR USE THIS WEBSITE OR SERVICES OFFERED ON THIS WEBSITE.

Terms and Definitions


“Company” — LICKS D.O.O., International Business Company registered in the Republic of Croatia.

“Website”https://fairninja.com

“User” — any person who uses the Website and/or purchases Yoshi Tokens during the ITS Period.

“Yoshi Tokens” — digital cryptographic tokens created by the Company.

“Yoshi ITS” — Initial Sale of Yoshi Tokens to Users in accordance with Fair Ninja Whitepaper.

“Cryptocurrency” — digital currency, such as Ethereum, Bitcoin, etc. used by the Users to purchase Yoshi Tokens.

“Ethereum” — a decentralized network that allows to create smart contracts.

“Terms and Conditions” — these Terms and Conditions and any other policies or procedures that may be issued by the Company and published from time to time on the Website.

“Yoshi ITS Period” — starts on May 1, 2018 and ends on Jun 1, 2018.

“Fair Ninja Whitepaper” — a document prepared by the Company describing the Fair Ninja Project https://fairninja.com/whitepapers/fairninja_whitepaper_engl.pdf

Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

The term “including” does not exclude anything not listed thereafter, and any obligation related to not doing something includes an obligation of not allowing that thing to be done.

Headings of sections are for convenience only and shall not be used to limit or construe such sections.

All sections in these Terms and Conditions shall survive any termination or expiration of these Terms and Conditions.


Risks Associated with Purchase and Use of Yoshi Tokens


Users expressly acknowledge and understand that Yoshi Tokens, cryptocurrency, blockchain technology, Ether, Ethereum and other related technologies are new and in certain cases untested, and particularly that they are outside of the Company’s exclusive control. Users acknowledge and confirm that prior to purchasing and receiving Yoshi Tokens, they have been advised of the following risks, related to Yoshi Tokens and blockchain technology in general:

General Provisions


  1. 1. YOSHI TOKENS WILL NOT BE AVAILABLE FOR SALE TO THE CITIZENS OR RESIDENTS OF THE USA OR ANY OTHER COUNTRY WHERE TRANSACTIONS IN RESPECT OF, OR WITH USE OF, DIGITAL TOKENS FALL UNDER THE RESTRICTIVE REGULATIONS OR REQUIRE FROM COMPANY TO BE REGISTERED OR LICENSED WITH ANY APPLICABLE GOVERNMENTAL AUTHORITIES.PRIOR TO PURCHASING YOSHI TOKENS, THE USER SHOULD CAREFULLY CONSIDER THESE TERMSAND CONDITIONS AND IF NECESSARY, GET ADVICE FROM AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL.

  2. 2. All purchases and prospective purchases in terms of the Initial Sale of Yoshi Tokens made by the User through the Website together with any services provided to the User through the Website, are subject to and regulated by these Terms and Conditions.

  3. 3. The User understands and accepts that purchase and possession of Yoshi Tokens shall not give/grant the right to the User to exercise any control over the Company or other aspects of the Fair Ninja Project.

  4. 4. The User understands and accepts that Yoshi Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, outside the Fair Ninja Project.

  5. 5. The User understands and accepts that Yoshi Tokens are not an investment, currency, security, commodity, a swap on a currency, security or commodity, or any other kind of financial instrument.

  6. 6. The User must be at least 18 years old and have the capacity to purchase Yoshi Tokens on this Website.

  7. 7. If the User fails to follow the instructions provided on the Website, the Company may limit, delay, or prevent the User from participating in the Initial Sale of Yoshi Tokens.

  8. 8. The Company reserves the right to refuse to process any order placed by any User or any potential User on the Website without giving a notice or stating a reason, and particularly where there is a suspicious activity or potentially fraudulent, illicit, illegal or related activities suspected.

  9. 9. The User understands and accepts that the Company does not guarantee that Yoshi Tokens will be listed or traded on any exchange.

  10. 10. User understands and accepts that the Company does not guarantee that the Yoshi Token will hold its value or increase in value in the future.

  11. 11. The User acknowledges and accepts that these Terms and Conditions are subject to changes, modifications, amendments, alterations or supplements at any time, which will be effective immediately upon publication on the Website. The new and amended Terms and Conditions shall apply to any purchase of Yoshi Tokens made by the User after the new Terms and Conditions have been published. By continuing to use the Website and participating in the Initial Sale of Yoshi Tokens, the User accepts such modifications or amendments.


Description of the Initial Sale of Yoshi Tokens & Terms of Participation


Funds realized from the sale of Yoshi Tokens will be used for further development and implementation of the Fair Ninja Project which is described in more detail in the Fair Ninja Whitepaper, which is available on the website https://fairninja.com

In total there will be 500,000,000 Yoshi Tokens created and issued.

250,000,000 Yoshi Tokens will be made available for purchase during the Initial Sale of Yoshi Tokens, representing 50% of the total number of Yoshi Tokens created and issued. No further Yoshi Tokens will be issued and all unsold Yoshi Tokens will be burned.

The User expressly acknowledges that he/she shall not have the right to cease participation in the Initial Sale of Yoshi Tokens and that Yoshi Tokens purchased are final and non-refundable.

In order to participate in the Initial Sale of Yoshi Tokens, the User must have a wallet that supports ERC20 tokens. The User is solely liable for issues arising from the use of a non-compatible system or wallet.

Following the Initial Sale of Yoshi Tokens, the User can also purchase Yoshi Tokens through exchanges.

Yoshi Tokens purchased by Users will be sent to their Ethereum-based personal account. Users shall be responsible for implementing reasonable measures for securing the wallet, including any requisite private keys or other credentials necessary to access such storage mechanism. In case the User’s private keys or other access credentials are lost, the User may lose access to the Yoshi Tokens purchased.

Duration of the Initial Sale of Yoshi Tokens


The Initial Sale of Yoshi Tokens launches on the 1th of May, 2018 and shall run until the 14th of May, 2018 as described in the Fair Ninja Whitepaper.

The dates of the Initial Sale may be changed or the duration of the Initial Sale of Yoshi Tokens may be extended for any reason, including the unavailability of the website or other unforeseen security or procedural issues.

The Initial Coin Offering will consist of two phases: Pre-sale and crowdsale. Hard cap for pre-sale is USD $7M (87,500,000 tokens).

If pre-sale doesn't reach its cap, the remaining unsold tokens will transfer to crowdsale cap. If crowdsale doesn’t reach its cap, remaining unsold tokens will be burned. Hard cap for token sale is USD $23,250,000. Pre-sale will run for 2 weeks or until hardcap is reached. Crowdsale starts immediately once pre-sale is finished.

In order to have a successful ICO, we will also have a soft cap of USD $5,000,000. This is the anticipated cost to build and market the platform as we have planned.

Valuation of Yoshi Tokens during the ITS


The price of the Yoshi Token will start from:

Pre-ICO token price: 0.064 USD = 1 YSH (USD $6,400,000 hard cap)
ICO token price: USD $0.08 = 1 YSH

Yoshi ITS Portal


The Yoshi ITS will be conducted by the Company through the website https://fairninja.com

Protection of Yoshi Tokens


Users shall store the Yoshi Tokens purchased during the Yoshi ITS in their wallets.

Yoshi Tokens Distribution


Yoshi Tokens purchased during the Yoshi ITS will be distributed at the time of purchasing the Yoshi Tokens.

KYC Requirements


The Company reserves the right to conduct “Know your customer” and/or “Anti-money laundering” checks and procedures on the Users if it becomes required by the applicable laws.

The User undertakes to provide all the information requested by the Company in respect of conducting KYC or AML checks/procedures. In the event that the User fails or refuses to provide the specific and necessary information requested by the Company in due time, the Company shall have the power to terminate the User’s right to use the Website and the power to stop providing services to that User without any obligation from the Company to refund or indemnify the User.

Representations and Warranties


The Company makes no representations or warranties, whether express or implied, and assumes no liability or responsibility for the proper performance of any services, online cryptocurrency services, assets or platforms and/or the information, images or audio contained or related to the Fair Ninja Project. The User uses all of these services including but not limited to services, online cryptocurrency services, assets or platforms at his/her own risk.

The User agrees not to hold the Company (including its affiliates, directors, employees, agents, contractors and service providers) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected to the sale of Yoshi Tokens including losses associated with these Terms and Conditions.

By accepting these Terms and Conditions, the User guarantees that he/she is neither residents nor citizens of a country whose laws and regulations ban or limit the purchase and/or use of cryptographic tokens.

The User represents and warrants that the User has an understanding of the usage and intricacies of blockchain-based assets, like Yoshi Tokens, and blockchain-based software systems. The User represents and warrants that he/she is aware of all the merits, risks and any restrictions associated with cryptographic tokens, cryptocurrencies and blockchain-based system, and that he/she is knowledgeable as to their management. The User further represents and warrants that he/she will take sole responsibility for any restrictions and risks associated with the purchase of Yoshi Tokens.

The User represents and warrants that the User is of legal age to purchase Yoshi Tokens.

The User represents and warrants that the User is legally permitted to purchase Yoshi Tokens in the User’s jurisdiction.

The User accepts and warrants that he/she bears a sole responsibility for determining if the acquisition, allocation, use or ownership of Yoshi Tokens, potential appreciation or depreciation in the value of Yoshi Tokens over time, the sale and purchase of Yoshi Tokens; and/or any other action or transaction related to Yoshi Tokens has tax implications. The User represents and warrants that the User is not exchanging Ethereum or any alternative crypto currency for Yoshi Tokens for the purpose of speculative investment.

The User acknowledges and accepts that Yoshi Tokens are purchased on an “as is” and “under development” basis. Therefore, provided the Company acts in good faith, the User accepts that the Company is providing Yoshi Tokens without being able to provide any warranties, including, but not limited to title, merchantability or fitness for a particular purpose.

The User warrants and represents that he/she fully agrees with all the information related to the Yoshi Tokens, whether provided in these Terms and Conditions, in the Fair Ninja Whitepaper or in any other documentation or information made available by the Company.

The User warrants and represents that he/she shall comply with all the provisions set out in these Terms and Conditions and in the Fair Ninja Whitepaper, in addition to any other documents published by the Company in connection with the Yoshi ITS.

The User warrants and represents that he/she does not intend to hinder, delay or defraud the Company or any other Users of the Website, as well as that the User’ participation in the Yoshi ITS is not connected to engaging in any illegal conduct and/or unlawful activity. The User further undertakes not to use Yoshi Tokens should their use not be legal in the applicable jurisdiction.

The User warrants and represents that any and all information provided in connection with his/her participation in the Yoshi ITS is accurate, up to date and complete, and that it does not impinge on the rights of any third party. The User undertakes to notify the Company should any of the information provided in relation to the participation in the Yoshi ITS changes, becomes outdated or is no longer accurate or complete. The User shall be fully responsible for ensuring that any credentials or information linked to the participation in the Yoshi ITS remain confidential and are not used by any third party.

The User warrants that he/she shall neither misuse the Website by knowingly introducing viruses, worms, logic bombs or other material which is malicious or technologically harmful, nor attempt to gain unauthorized access to the Website, computer or database connected to the same, nor violate or attempt to violate the security of the Website, nor access information or data to which he/she has not been expressly granted a right to access.

The Company warrants that it has taken all necessary measures, within its reasonable control and the state of the art, in order to guarantee the proper functioning of the Website and to minimize system errors, both from a technical point of view and material published, as well as to prevent the existence and transmission of viruses and other harmful components to the computer systems of the Users; however, the Company does not guarantee that the Website shall be fully exempt of errors, failures or malign components (of any nature) at all times. The Company does not guarantee the lawfulness, reliability and usefulness of the contents supplied by third parties through the Website. If any User becomes aware of the existence of any content that is illegal, unlawful or infringing of the rights of third parties, he/she shall immediately notify the Company so that we can proceed with the adoption of appropriate measures.

Use of the Website


The User agrees that in using the Website the User shall not:



Amendments to these Terms and Conditions


The Company reserves the right to amend these Terms and Conditions at any time with immediate effect by publishing the updated Terms and Conditions on the Website. All such changes will take effect once they have been posted on the Website and the User will be deemed to have accepted any such changes by the User’s use of the Website from such time.

These Terms and Conditions may be amended from time to time in the following circumstances:

Risk, Losses or Damages


The User hereby agrees that subject to Applicable Laws and Regulations, the Company will not be liable for:


Users shall take proper measures to protect their Yoshi Wallets keys, without which Users will not be able to access their personal wallets and use Yoshi Tokens which they have purchased during the Yoshi ITS. The User expressly acknowledges that he/she understands, accepts and agrees that the Company or any of its affiliates or service providers will not be required or able to re-issue the keys to access the Fair Ninja Wallet. The User further accepts and agrees that without the required keys and login details the User’s Yoshi Tokens will be inaccessible and considered as unusable. The Company will not be liable to refund the User due to this failure from his/her side.

Force-Majeure


Neither the User nor the Company (including its affiliates, directors, employees, agents, contractors and service providers) shall be held liable towards the other party for any failure to perform any obligation, if such failure is caused by circumstances beyond the reasonable control of either the Company or the User failing to fulfill its obligations.

For the purpose of these Terms and Conditions a force-majeure shall include, but not limited to lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes, acts or omissions of persons for whom we are not responsible, acts of government or other competent authorities (including telecommunications and internet service providers).

The User indemnifies and holds the Company (including its affiliates, directors, employees, agents, contractors and service providers) harmless against all and any losses, liability, actions, suits, proceedings, costs, demands and damages of all and every kind, (including direct, indirect, special or consequential damages), and whether in an action based on contract, negligence or any other action, arising out of or in connection with the failure or delay in the performance of the Yoshi Project, whether due to the Company’s (including its affiliates, directors, agents, contractors and service providers) negligence or not.

Non-Refundable Purchases


All purchases of Yoshi Tokens are final and, therefore, non-refundable.

By purchasing Yoshi tokens, the User acknowledges that the Company (including its affiliates, directors, employees, agents, contractors and service providers) is not required to provide a refund for any reason, and that the User is not entitled to receive money or any other form of compensation for any Yoshi Tokens that are not used or not suitable for their intended purpose.

Notification of Special Purpose


Unless otherwise provided in the applicable laws and regulations, should the User proceed to purchase any Yoshi Tokens that fail to be suitable for the special or particular purpose as intended by the User and which do not relate to the Terms and Conditions of the Fair Ninja Project, the Company shall not be liable towards the User.

Ownership and Risk


Risk in and ownership of the Yoshi Tokens shall be transferred to the User by accepting these Terms and Condition.

Governing Law and Legal Disputes


Any matters arising from these Terms and Conditions, shall be governed by and interpreted in accordance with the laws of the Republic of Croatia.

If a dispute arises between the User and the Company, the User is strongly encouraged to first contact the Company directly to seek amicable resolution.

The courts of the Republic of Croatia will have exclusive jurisdiction to settle any disputes which may arise out of or in connection with these Terms and Conditions, or use of the Website.

Intellectual Property


The Company is the sole owner of the rights and titles over the Website and any and all of its contents and information provided, used or published, including, but not limited to, the website itself, texts, photographs, illustrations, logos, trademarks, graphics, designs, interfaces, software, technology, and any other information or content, and the services available through the Website.

The User acknowledges that all intellectual property rights over the contents of the Website are vested in the Company. It is expressly forbidden to modify, copy, reproduce, publicly communicate, transform or distribute, through any means, all or part of the contents published on the Website without the prior, written and express consent of the Company.

By accessing the Website, the User is granted the right to use the content published and available on the Website solely for the purposes of participating in the Initial Sale of Yoshi Tokens and limited to a personal and non-commercial use by the User.

It is strictly forbidden to use any trademarks, trade names or similar distinctive signs included or referred to on the Website, whether owned by the Company or any other third party, without the Company’s or the relevant third party’s consent.

The User shall not use any of the Company’s intellectual property for any reason without Company’s prior written consent.

Waiver


The failure of the Company to require or enforce strict performance by the User of any provision of these Terms and Conditions or the Company’s failure to exercise any right under these Terms and Conditions shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right. The express waiver by the Company of any provision, condition, or requirement of these Terms and Conditions shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms and Conditions, no representations, statements, consents, waivers, or other acts or omissions by the Company shall be neither considered as an amendment of these Terms and Conditions nor be legally binding.

Severability


If any term, covenant, condition, or provision of these Terms and Conditions shall be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining terms and conditions; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Both the User and the Company agree that if any provision of these Terms and Conditions is found to be invalid, illegal or unenforceable, such provision shall be severed and the remainder of the provisions of these Terms and Conditions shall continue in full force and effect as if the provision in question had been deleted.

Limitation of Liability and Indemnity


Subject to any Applicable Laws and Regulations, the User agrees that the Company shall not be liable for any costs, claims, damages (including, without limitation, indirect, extrinsic, special, penal, punitive, exemplary or consequential losses (such as loss of profits, business, goodwill, revenue or anticipated savings) or damage of any kind), penalties, actions, judgments, suits, expenses, disbursements, fines or other amounts that you or any third party might suffer that relate to or arise from these Terms and Conditions or purchase and use of Yoshi Tokens, or termination of these Terms and Conditions, for any reason, whether or not anyone anticipated or should have anticipated that the damages would occur.

Subject to any Applicable Laws and Regulations, the User shall not have any claim of any nature whatsoever against the Company for any failure by the Company to meet any of the Company’s obligations under these Terms and Conditions as a result of causes beyond the Company’s control.

Subject to any Applicable Laws and Regulations, the User agrees to indemnify and hold the Company harmless in respect of any claim that a third party might bring against the Company that relates to or arises from these Terms and Conditions or purchase of Yoshi Tokens.

Any party related to the Initial Sale of Yoshi Tokens shall not be liable for any losses howsoever caused as a result of, arising from, or in connection with, whether directly or indirectly, the following: