DIO Token Terms and Conditions
i. The following Terms and Conditions (“Terms”) govern the exchange of the cryptographic DIO Tokens (“DIO”) for Bitcoin (“BTC”), Litecoin (“LTC”), Bitcoin Cash (“BCH”), USD Tether (“USDT”) and Euros, also known as the token sale of DIO.
Reference to the token sale may also include reference to preceding periods of exchange during which DIO may be obtained.
ii. DIO tokens are required to transact on the DECIMATED software platform described in the DECIMATED Whitepaper (“DECIMATED videogame”) to users (“Users” collectively, and “User ” individually).
iii. The information contained in the DECIMATED Whitepaper and on the DECIMATED website are of descriptive nature only, are not binding and do not – unless explicitly referred to herein – form part of the Terms or the agreement between the parties.
iv. By participating in the DECIMATED token sale, the User expressly acknowledges and represents that he/she has carefully reviewed the Terms and fully understand the risks, costs, and benefits of obtaining DIO and agrees to be bound by the Terms.
As set forth below, the User further represents and warrants that, to the extent permitted by law, he/she is authorized to obtain DIO in his/her relevant jurisdiction, is of a legal age to be bound by these Terms, and will not hold FractureLabs OÜ, its subsidiaries and affiliates, and the officers, directors, agents, joint ventures, employees and suppliers of FRACTURE LABS or subsidiaries or affiliates, now or in the future and any other member of the Fracture Labs Team (collectively “FRACTURE LABS”) liable for any losses or any special, incidental, or consequential damages arising out of, or in any way connected to the DECIMATED token sale.
v. The User understands and accepts that while the individuals and entities, including FractureLabs OÜ, incorporated under the laws of Estonia, assigned to this task will make reasonable efforts to develop and complete the DECIMATED videogame and DECIMATED project, it is possible that Seed Round development may fail and User’s DIO may become useless and/or valueless due to technical, commercial, regulatory or any other reasons (see also Chapter 4 regarding Risks).
vi. The User is aware of the risk that even if all or parts of the DECIMATED videogame are Successfully developed and released in full or in parts, due to a lack of public interest, the DECIMATED project could be fully or partially abandoned, remain commercially unsuccessful or shut down for lack of interest, regulatory or other reasons.
The User therefore understands and accepts that obtaining DIO carries significant financial, regulatory and/or reputational risks (including the complete loss of value of obtained DIO, if any, and attributed features of the DECIMATED project).
vii. This document does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction.
viii. Only individuals, entities, or companies that have significant experience with, and understanding of the usage and intricacies of cryptographic tokens, like BTC, and blockchain-based software systems should participate in the DECIMATED token sale.
Users should have functional understanding of storage and transmission mechanisms associated with cryptographic tokens.
While the Fracture Labs Team will be available to assist Users of DIO during and after the token sale, FRACTURE LABS will not be responsible for lost Bitcoin, Ethereum, any other cryptocurrency or DIO resulting from actions taken by, or omitted by Users.
ix. The User acknowledges that the DECIMATED token sale is not available to persons located in the United States of America, and that any attempt to bypass the blockers put in place by FRACTURE LABS to prohibit persons in the United States of America may be punishable by law.
1. CREATION AND OBTAINMENT OF DIO
No Ownership, Revenue or Governance Rights User understands and accepts that DIO does not represent or constitute any ownership right or stake, share or security or equivalent rights nor any right to receive future revenues, shares or any other form of participation or governance right in or relating to the DECIMATED project and/or DIO.
Ownership of DIO carries no rights, express or implied, other than the right to participate in the DECIMATED project if and to the extent the DECIMATED project has been Successfully completed and launched.
By receiving DIO no form of partnership, joint venture or any similar relationship between the Users and FRACTURE LABS and/or other individuals or entities involved with the setting up of the DECIMATED project is created.
The DECIMATED token sale is simply an opportunity for Users to be one of the earliest persons to make use of the DECIMATED project once and if it is launched.
2. Scope of token sale
The scope of the token sale shall be that of conferring DIO to users who wish to make use of the DECIMATED videogame right upon conception and hence gaining an early access right to the DECIMATED videogame.
3. The User understands and guarantees that he/she has an advanced technical knowledge allowing him/her to make use of the DECIMATED videogame.
FRACTURE LABS gives no guarantee or commitment as to any tradeable attributes of DIO and shall not endeavour to have DIO listed on any cryptocurrency exchanges.
4. Seed Round
There shall be a restricted angel seed round for Users wishing to support the setting-up of the DECIMATED project at the very first initial stages (“SEED ROUND ”).
5. Users who wish to contribute a minimum of EUR 15,000 may do so at any time before the subsequent round of contributions as laid out in clauses 1.4 and 1.5 below.
There will be a preliminary stage to the token sale known as a pre-sale (‘PRE-SALE’).
The PRE-SALE will be open to the public from the 1st August 2018 for 12 weeks, or when the total amount of DIOs obtained reaches the amount of 150,000,000 DIO (including SEED ROUND), whichever date is met sooner.
7. Main Sale
The DECIMATED Maain Sale will begin on 1st of November 2018.
The sale will run for 9 months or when the total amount of DIO obtained reaches the amount of 600,000,000 (six hundred million DIO) whichever condition is met sooner.
FRACTURE LABS reserves the right to change the date when the sale will begin and further reserves the right to extend the sale period for any reason, including the unavailability of the website https://FRACTURE LABS.io or other unforeseen security or procedural issues.
Though it does not currently anticipate doing so, FRACTURE LABS also reserves the right to shorten the sale period for any reason.
8. DIO value and cap
a) FRACTURE LABS has determined that the SEED ROUND, PRE-SALE, and MAIN SALE will be sold at a base rate of €0.05 per DIO and proceeds on the following basis:
(i) Throughout the SEED ROUND and PRE-SALE stage, there will be a 40% Discount.
(ii) Throughout the sale, there will be a 20% bonus until 150 million tokens are acquired or the deadline is reached.
(iii) The Main Public Sale will be run on Ethfinex Exchange Platform.
FRACTURE LABS shall stop accepting new obtainment orders of DIO once total amount of DIO obtained reaches 600,000,000 DIO, or when the time limit for the sale expires, whichever happens first.
The stages above are subject to change.
9.DIO amount and distribution
The total amount of distributed DIO will depend on the amount contributed during the SEED ROUND, PRE-SALE and sale stages, provided that the total amount of DIO will not exceed 1,000,000,000.
The breakdown of the total supply of DIO which will ever be created, as per the white paper, will be as follows:
● 60% to be sold during the token sale
● 32.5% to be reserved for deployment in-game
● 5% to be reserved for the core team and founders
● 2.5%to be reserved for bounties and rewards
10. Obtainment of DIO through DECIMATED website
FRACTURE LABS will maintain a portal which can be used to obtain DIO. The portal will be available at https://www.decimated.net
Instructions for obtaining DIO using the portal will be embedded and available for review on the DECIMATED website during the token sale period.
Failure to follow these instructions may limit, delay, or prevent a User from obtaining DIO.
Any questions about these instructions should be directed to [email protected]
The public sale will take place on the Ethfinex Exchange Platform.
any questions regarding the Ethfinex exchange platform must be directed to their support.
For stages other than the PRE-SALE, please contact us via [email protected]
11. Obligation to Determine if User Can Purchase DIO in User’s Jurisdiction and Pay Applicable Taxes The token sale constitutes an exchange of cryptographic tokens (DIO) for other cryptographic tokens Seed Round as Bitcoin and Ethereum, thereby obtaining a right to make use of the DECIMATED videogame.
This service is going to be provided by FractureLabs OÜ, an Estonian entity, operating under Estonian law.
It is the responsibility of each User of DIO to determine if the User can legally obtain DIO in the User’s jurisdiction.
In case any taxes have to be paid on the obtainment of DIO in the jurisdiction where the User is located, the User shall undertake to pay Seed Round taxes, and which shall be under the User’s fully responsibility.
12. KYC All participants must provide KYC details During the token sale, FRACTURE LABS shall conduct Know Your Customer (“KYC“) procedure for all Users obtaining DIO.
This would entail Users to submit a photo or scanned copy of their Passport or national ID and proof of address in the form of a utility bill or banking statement (excluding credit card statements).
For legal persons, in addition, the entity’s structure would be required along with the UBO’s details and a copy of the certificate of incorporation.
Should any Users not submit the necessary documents within a period to be set by FRACTURE LABS, they shall not be entitled to receive any DIO until documents are submitted.
All data for KYC is stored using a qualified third party provider, Authenteq (https://www.authenteq.com)
13. Acceptance of the Terms and Representations and Warranties of the User By placing an obtainment order of DIO, the User:
(i) Consents and agrees to the Terms;
(ii) Represents and warrants that the User is legally permitted to obtain DIO in the User’s jurisdiction;
(iii) Represents and warrants that the User is of a sufficient age to legally obtain DIO or has received permission from a legal guardian who has reviewed and agreed to these Terms;
(iv) Represents and warrants that the User will take sole responsibility for any restrictions and risks associated with the obtain of DIO as set forth below;
(v) Represents and warrants that User is not obtaining DIO for the purpose of speculative investment;
(vi) Represents and warrants that the User is obtaining DIO for the use of the DECIMATED videogame, or to facilitate development, testing, deployment and operation of applications using the DECIMATED videogame;
(vii) Represents and warrants that the User has an understanding of the usage and intricacies of cryptographic tokens, like BTC, and blockchain-based software systems;
(viii) Represents and warrants that the User is not a citizen or resident of a country, whose legislation conflicts with the present allocation of DIO and/or the DECIMATED project in general; and
(ix) Represents and warrants that the User is not a resident of the United States of America.
14. Receipt of DIO and User Email
The User shall provide FRACTURE LABS with their non-exchange ERC20 compatible wallet address (“ Fundamental Info ”).
The Fundamental Info shall be essential for accessing the obtained DIO.
Loss of the Fundamental Info may result in the loss of the right to access DIO.
FRACTURE LABS will send DIO to the DIO wallet address provided by the Users.
By obtaining DIO and to the extent permitted by applicable law, the User agrees not to hold any members of FRACTURE LABS liable for any losses or any special, incidental, or consequential damages arising out of or in any way connected to, User’s failure to access DIO due to any fault attribute to him/her, including loss of the Fundamental Info.
15. Process of Obtainment of DIO
DIO will be created and delivered to the User through the following process:
(i) The User registers on the website https://www.decimated.net (subject to change), providing all necessary information and agrees to the Terms;
(ii) The User places an obtainment order of DIO and pays the corresponding sum in BTC;
(iii) The User ensures that it saves and stores the Fundamental Info;
(iv) All participants must provide KYC details.
16.Cancellation of token sale
Should the token sale fail to exceed the amount of EUR 2,000,000 by the end of the sale period, the token sale may be cancelled at FractureLabs OÜ’s discretion and if it does not take place, Users who contributed more than €10,000 PRE-SALE will be refunded their contributions.
It will remain at FRACTURE LABS’s sole and fullest discretion on how to handle the refund process in Seed Round scenario(s), and the Users agree and accept that the refunds may be partial if any contributed funds have already been spent.
If the user contributes in BTC, ETH or LTC, it must be noted that these currencies will be converted to EURS, so this may also affect the amount that is refunded due to market fluctuations.
It should also be noted that transactions fees would also be taken from any contribution in case of refund.
17. No Refund Policy
All purchases of DIO are final and non-refundable.
By obtaining DIO the User acknowledges that he/she has no right to request a refund for any reason, and that the User will not receive money or other compensation for any DIO that remains unused.
18. Fraudulent or Harmful Attempts at Purchase
FRACTURE LABS will monitor all potential transactions for fraudulent attempts to illicitly gain DIO, including, but not limited to, multiple submissions by the same person, double spend attempts, as well as all other malicious attempts to sabotage the token sale.
Any detected fraudulent attempts will result in no DIO being delivered to the associated User.
FRACTURE LABS shall maintain the right to reject any transaction during the token sale in case the User has not complied with the Terms or has not transferred necessary funds to obtain requested amount of DIO within 24 hours after placing an order to obtain DIO.
20. DECIMATED project
The User understands and accepts that for the purpose of the development and execution of the DECIMATED project, FRACTURE LABS shall receive the full amount of cryptocurrency transferred during the SEED ROUND,PRE-SALE and token sale period.
This amount covers expenses, charges and other costs that may arise by FRACTURE LABS and/or its subcontractors as part of the development and execution of the DECIMATED project.
It remains at FRACTURE LABS’s sole discretion to decide how to allocate the funds in order to further develop and execute the DECIMATED project to its fullest extent.
FRACTURE LABS has the right to engage subcontractors to perform the entire or partial development and execution of the DECIMATED project.
The scope of the development work will be triggered by the amount of cryptocurrency received during the initial token sale.
The User understands and accepts that the User will not have any expectation of influence over governance on the DECIMATED project.
The User understands and accepts that the DECIMATED project will need to go through substantial development works as part of which it may become subject to significant conceptual, technical and commercial changes before release.
21. DIO Token Platform
The User understands and accepts that blockchain technology is still in an early development stage and its application is of an experimental nature, which carries significant operational, technological, financial, regulatory and reputational risks outside the control of FRACTURE LABS.
FRACTURE LABS shall not be responsible for any faults or failures in Seed Round technology.
The obtainment of DIO may carry with it significant risk.
Prior to obtaining DIO, the User should carefully consider the below possible risks and, to the extent necessary, consult a lawyer, accountant, and/or tax professionals prior to determining whether to obtain DIO.
In particular, but not solely, the User understands the inherent risks listed hereunder:
a) Risk of software weaknesses : The User understands and accepts that the blockchain technology, the overlying software applications and platforms are still in an early development stage and unproven.
Thus there is no warranty that the process of creating and distributing DIO will be uninterrupted or error-free and there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of BTC, ETH, BCH, LTC and/or DIO.
b) Regulatory risk : The User understands and accepts that the blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on or introduce new regulations addressing blockchain technology based applications, which may be contrary to the current setup of the DECIMATED videogame.
This may, inter alia, result in substantial modifications of the DECIMATED project, including its termination and the loss of DIO for the User.
c) Risk of abandonment / lack of Seed Round : The User understands and accepts that the creation of the DIO and the development of the DECIMATED project may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial Seed Roundcess or prospects (e.g. caused by competing projects).
The User therefore understands that there is no assurance that, even if the DECIMATED project is partially or fully developed and launched, the User will receive any benefits through the DIO held by him/her.
d) Risk associated with other applications : The User understands and accepts that the DECIMATED project may give rise to other alternative projects, promoted by unaffiliated third parties, under which DIO will have no intrinsic value.
e) Risk of loss of private key : DIO can only be accessed by using a proprietary wallet developed by FRACTURE LABS with a combination of User’s account information (address), private key and password.
The private key is encrypted with a password.
The User understands and accepts that if his/her private key file or password respectively got lost or stolen, the obtained DIO associated with the User’s account (address) or password will be unrecoverable and will be permanently lost.
f) Risk of theft : The User understands and accepts that the blockchain technology, the overlying software application and software platform may be exposed to attacks by hackers or other individuals that could result in theft or loss of DIO or BTC, impacting the ability to develop the DECIMATED project.
g) Risk of incompatible Wallet service : The User understands and accepts, that the wallet or wallet service provider used for obtaining DIO, has to be technically compatible with the DECIMATED videogame.
Failure to assure this may have the result that User will not gain access to his/her DIO.
h) Risks related to Amendments : Amendments to the DECIMATED videogame’s protocols and software, if accepted and authorised by the DECIMATED videogame’s community, could adversely affect DIOs.
The DECIMATED videogame is based on a math-based protocol that governs the peer- to-peer interactions between computers connected to the DECIMATED videogame.
To the extent that a significant majority of the users on the DECIMATED videogame install software upgrade(s), the DECIMATED videogame would be subject to new protocols and software that may adversely affect DIOs.
If more than a significant majority of the users on the DECIMATED videogame install Seed Round software upgrade(s), the DECIMATED videogame could “fork.” A failure to properly monitor and upgrade the protocol could damage the DECIMATED videogame and DIO.
FRACTURE LABS will not be responsible for any damage done to the DECIMATED videogame due to the User’s failure to upgrade the software and any losses incurred by the User when so failing to upgrade.
i) Risks related to intellectual property rights claims : Intellectual property rights claims may adversely affect the operation of the DECIMATED videogame.
Third parties may assert intellectual property claims relating to the holding and transfer of digital assets and their source code.
Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the DECIMATED videogame’s long-term viability or the ability of end-users to hold and transfer DIO may adversely affect the value of DIO.
Additionally, a meritorious intellectual property claim could prevent FRACTURE LABS and other end-users from accessing the DECIMATED videogame or holding or transferring their DIOs.
23. No Liability
a) The User bears the sole responsibility to determine if the obtainment, ownership or use of DIO, the potential appreciation or depreciation in the value of DIO over time (if any), the allocation of DIO and/or any other action or transaction related to the DECIMATED project have any tax implications for him/her.
In case of any tax obligations, the User shall be under obligation to pay all and any applicable tax.
By obtaining, holding or using DIO the User agrees not to hold any third party (including developers, auditors, contractors or founders of FRACTURE LABS) liable for any tax liability associated with or arising from the creation, ownership or use of DIO or any other action or transaction related to the DECIMATED project.
b) The User acknowledges and agrees that, to the fullest extent permitted by any applicable law, the User will not hold any developers, advisers, auditors, contractors, or founders of FRACTURE LABS liable for any damages or injury whatsoever caused by or related to the use of or the inability to use DIO or the DECIMATED videogame under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that developers, auditors, advisors, contractors or founders of DECIMATED project shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or the inability to use of the DECIMATED videogame and/or DIO.
c) The User further specifically acknowledges that developers, advisers, auditors, contractors or founders of the DECIMATED project are not liable, and the User agrees not to seek to hold them liable, for the conduct of third parties, and that the risk of obtaining, holding and using DIO rests entirely with the User.
d) By obtaining, holding or using DIO, and to the extent permitted by law, the User agrees not to hold any third party (including developers, auditors, advisors, contractors or founders) liable for any regulatory implications or liability associated with or arising from the obtainment, ownership or use of DIO or any other action or transaction related to the DECIMATED project.
Although FRACTURE LABS may require Users to provide an email address and other information, FRACTURE LABS will not publish any identifying information related to Users without the prior written consent of the User unless required to do so under applicable law.
FRACTURE LABS may request Users from time to time to provide additional information, and the User undertakes to provide Seed Round information.
Disclaimer of Warranties
The User expressly agrees that the User is obtaining DIO at the User’s sole risk and that DIO is provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose.
Without limiting the foregoing, none of the FRACTURE LABS parties warrant that the process of obtaining DIO will be uninterrupted or error-free.
25. Promotional Offers
The User understands that any promotional offers in which free assets of tokens for other projects may not be distributed if issues arise out of FractureLabs OÜ’s control.
Insolvency, technical challenges or other unforeseen circumstances.
26. Limitations Waiver of Liability
The User acknowledges and agrees that, to the fullest extent permitted by any applicable law, the disclaimers of liability contained herein apply to any and all damages or injury whatsoever caused by or related to use of or inability to use DIO or the DECIMATED videogame under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that none of the FRACTURE LABS parties shall be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or inability to use, or purchase of, or inability to purchase, DIO.
The User further specifically acknowledges that FRACTURE LABS parties are not liable for the conduct of third parties, including other users of DIO, and that the risk of obtaining and using DIO rests entirely with the User.
To the extent permissible under applicable laws, under no circumstances will any of the FRACTURE LABS parties be liable to any user for more than the amount the User has paid to FRACTURE LABS for the purchase of DIO.
27. Dispute Resolution
FRACTURE LABS and the User agree to make good faith efforts to resolve any dispute, controversy or claim arising between them relating to this token sale and their respective rights and obligations hereunder arising under these Terms.
These Terms are governed by the laws of Estonia.
Dispute settlement will be conducted in accordance with the Estonian legislation and applicable court with exclusive jurisdiction shall be in Estonia.
28. Force Majeure
FRACTURE LABS is not liable for failure to perform caused by:
(i) unavoidable casualty,
(ii) delays in delivery of materials,
(iv) government orders,
(v) acts of civil or military authorities,
(vi) acts by common carriers,
(vii) emergency conditions (including weather conditions), or
(viii) any similar unforeseen event that renders performance commercially implausible.
If an event of force majeure occurs, the party injured by the other’s inability to perform may elect to suspend the Agreement, in whole or in part, for the duration of the force majeure circumstances.
The party experiencing force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
These Terms set forth the entire understanding between each User and FRACTURE LABS with respect to the token sale and use of DIO.
For facts relating to the token sale and use of DIO, the User agrees to rely only on the Terms and understands that the Terms alone govern the token sale and use of DIO and supersede any public statements about the token sale made by third parties or by FRACTURE LABS or individuals associated with any FRACTURE LABS parties, past and present and during the token sale.
The USER and the Fracture Labs Team agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
31. No Waiver
The failure of FRACTURE LABS to require or enforce strict performance by the User of any provision of these Terms or FRACTURE LABS’s failure to exercise any right under these agreements shall not be construed as a waiver or relinquishment of FRACTURE LABS’s right to assert or rely upon any Seed Round provision or right in that or any other instance.
The express waiver by FRACTURE LABS of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with Seed Round provision, condition or requirement.
Except as expressly and specifically set forth in this these Terms, no representations, statements, consents, waivers, or other acts or omissions by FRACTURE LABS shall be deemed a modification of these Terms nor be legally binding, unless documented in physical writing, hand signed by the User and a duly appointed officer, employee, or agent of FRACTURE LABS.
32. Updates to the Terms
FRACTURE LABS reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time before or during the token sale by posting the amended Terms on the DECIMATED website ( https://www.decimated.net ).
Any User will be deemed to have accepted changes in the terms by obtaining DIO.
If at any point the User does not agree to any portion of the then-current version of the Terms, the User should not obtain DIO.
33. Full agreement and adherence
By participating in the SEED ROUND, PRE-SALE or MAIN SALE, the User fully understands and agrees to fully adhere to the terms and conditions as listed above.
Participation in the SEED ROUND, PRE-SALE, or MAIN SALE shall constitute full and unconditional acceptance of the terms.