Network Token Sale Registration

Token sale terms and conditions

FRND Creation and Friend Project Creation Conditions:

Explanatory Note & Governance Terms

1 Principles

  1. By transferring Ether (ETH) to the Smart Contract System and the Smart Contract System creating Friend Network Tokens (“FRND”), the User understands and accepts that the User makes a contribution into a Smart Contract System for the development of the Friend Network, as described in the Friend Project Crowdfunding Whitepaper (“Friend Project” / “the Whitepaper”). For the Whitepaper and/or further information on the Friend Project, visit: https://friendup.cloud. The information contained in the Whitepaper and on the website are of descriptive nature only, are not binding and do – unless explicitly referred to herein – not form part of the Terms as set forth under para. 4 below.

  2. The User understands and accepts that while the individuals and entities, including Friend Network AS, a Norwegian corporation, assigned to this task will make reasonable efforts to develop and complete the Friend Project, it is possible that such development may fail and User’s FRND may become useless and/or valueless due to technical, commercial, regulatory or any other reasons (see also Chapter 5 regarding Risks). The User is also aware of the risk that even if all or parts of the Friend Project are successfully developed and released in full or in parts, due to a lack of public interest, the Friend Project could be fully or partially abandoned, remain commercially unsuccessful or shut down for lack of interest or other reasons. The User therefore understands and accepts that the transfer of ETH to the Smart Contract System and the creation of FRND by the Smart Contract System carry significant financial, regulatory and/or reputational risks (including the complete loss of value of created FRNDs, if any, and attributed features of the Friend Project).

  3. The User furthermore understands and accepts that in the creation of the FRND, any implemented governing rights of the User as well as the assignment of the execution of the Friend Project are smart contract based - the terms and conditions applicable thereon are set forth in the Smart Contract System Code, consisting of software code, existing on the Ethereum Blockhain. To the extent the terms contained herein or in any other document or communication contradict the ones set forth in the Smart Contract System, the terms of the Smart Contract System shall prevail. Furthermore, neither this document nor any other document or communication may modify or add any additional obligations or covenants to FNAS, the publisher of these terms or the developers of the Smart Contract System functions and/or any other person, entity and/or affiliates involved with the deployment of the Smart Contract System and the setting up of the Friend Project beyond those set forth in the Smart Contract System.

  4. By transferring ETH to the Smart Contract System, the User expressly agrees to all of the terms and conditions set forth in Smart Contract System Code existing on the Ethereum blockchain (at the addresses set forth under para 3) and in this document (together the “Terms”), which is incorporated by reference herein. The User further confirms to have carefully reviewed the Smart Contract System Code, its functions and these Terms and under hereby confirm to fully understand the risks and costs of creating FRND and contributing into a Smart Contract System for the development of the Friend Project.

  5. This document, the Friend Whitepaper and related documents do not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. It is a description of the functionality of a Smart Contract System.

  6. By transferring ETH to the Smart Contract System and/or receiving FRND, no form of partnership, joint venture or any similar relationship between the Users and/or other individuals or entities involved with the deployment of the Smart Contract System and the setting up of the Friend Project is created.

  7. FRND Creation Function

    During the Creation Period, up to a total of 2 billion FRND (Maximal Launch Quantity) are planned to be created by the Smart Contract System, all of equal value and functionality, however, divided by the Smart Contract System into three different pools:

    Pool A of 82% of the total FRND created, minimum 160 million and maximum 1 640 million FRND intended to be created by the Smart Contract System during the Creation Period (minus allocation to Pool D).

    Pool B of 12% of total FRND created, minimum 24 million and maximum 240 million FRND, intended to be created by the Smart Contract System at the end of Creation Period: If Creation Period has ended, the Smart Contract System allocates the Pool B to FNAS pursuant to the Smart Contract (see below para 13);

    Pool C of 6% of total FRND created, minimum 12 million and maximum 120 million FRND, intended to be created by the Smart Contract System at the end of Creation Period: If Creation Period has ended, the Smart Contract System allocates the Pool C to team members pursuant to the Smart Contract (see below para 13).

    Pool D of 66 670 000 FRND of Pool A are allocated for Contributors participating in the Pre-Sale. These tokens will be generated by the Smart Contract System at the start of the Token Generating Event and the Smart Contract System allocates the Pool D to early contributors pursuant to the Smart Contract (see below para 13).

  8. Creation Period: The Creation Period starts with the deployment of the Smart Contract System and lasts until the 1 640 million FRND of Pool A have been created or the 21st of December 2018 (maximal duration of Creation Period), whichever is earlier.

  9. Activation Threshold: If less than 200 million FRND of Pool A are created during the maximal duration of the Creation Period (Activation Threshold), the project is considered to have failed and each User will have the possibility to initiate the transfer of the respective amount of ETH submitted to the Smart Contract System from the Smart Contract System’s address back to the address used to transfer the ETH to the Smart Contract System.

  10. Creation of FRND: The creation and allocation of FRND of Pool A by the Smart Contract System are initiated by the User sending an amount of ETH to the Smart Contract System, located on the Ethereum blockchain at the addresses set forth under para 3, which triggers a smart contract operation. The Smart Contract System creates and allocates the corresponding FRND to the User’s wallet address, from where the ETH were sent from. Issuance of FRND (meaning that respective entries of the Public Key (PUK) of User) are made by the Smart Contract System on the blockchain according to the allocation information in the Smart Contract System.

  11. Maximum FRND Quantity: If during the Creation Period the Activation Threshold has been reached but less than 1 640 million FRND of Pool A have been created, no additional FRND will be created. Each FRND will have the same functions implemented.

  12. Creation Rate: The Creation Rate during Creation Period for each FRND of Pool A will be 0.00005 ETH (i.e. 20 000 FRND per 1 ETH).

  13. Pre-allocated FRND: The User understands and accepts that out of the Maximal Launch Quantity,

    66 670 000 FRND, will be directly released by the Smart Contract System to the individuals and entities who have participated and contributed to the ICO in the Pre-Sale.

    12% of total FRND created, i.e. a minimum of 24 million FRND and a maximum of 240 million FRND (Pool B) will be directly released by the Smart Contract System to the FNAS for payment of future expenses as part of the development and execution of the Friend Project.

    6% of total FRND created, i.e. a minimum of 12 million FRND and a maximum of 120 million FRND (Pool C) will be directly released by the Smart Contract System to team members who have worked to develop the ideas, implementations and supporting structures of the Friend Project. 50% of these FRND may not be transferred to the early contributors and team members for a period of 3 years starting the end of the Creation Period and vesting 1/3 each anniversary of the end of the Creation Period.

  14. Transferability of FRND during and immediately after the Creation Period: Any and all FRND will be locked, and are therefore not transferable, until 30 days after the Creation Period has ended as set forth in the Smart Contract System.

  15. FRND are only for use in connection with the Friend Project under the terms of the Smart Contract System and under the terms of the Friend Network (to be released), and only constitute a transferable representation of attributed functions of the Smart Contract System.

  16. Ownership of FRND carries no rights express or implied other than the right to use FRND as a means to enable usage of and interaction with the Friend Network, if successfully completed and deployed (see section 3). In particular, the User understands and accepts that FRND do not represent or constitute any ownership right or stake, share or security or equivalent rights or any right for receive future revenues shares, IP rights or any other form of participation in or relating to the Friend Project and/or the Friend Network. The Friend Network shall be released under an open source license and each User shall have the right to further develop and suggest modifications to the Friend Network.

  17. Through the allocation of FRND to a User, the User receives no right to receive any revenues generated by the intellectual property rights developed as part of the Friend Project or any other assets. The User understands and hereby agrees that the sole and exclusive usage rights of these IPR are assigned to FNAS. Beyond this, the User understands and accepts that FRND do not represent or constitute any ownership right or stake, share or security or equivalent right in or relating to the Friend Project, FNAS, the Friend Network and/or any software, any public or private company, corporation, entity or property.

  18. By transferring ETH to the Smart Contract and creating FRND, the User represents and warrants that:

    a) the User has a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like bitcoin (BTC) and Ether (ETH), and blockchain-based software systems;

    b) the User has carefully reviewed the code of the Smart Contract System located on the Ethereum blockchain at the addresses set forth under para 3 and fully understands and accepts the functions implemented therein;

    c) the User is legally permitted to transfer ETH to the Smart Contract System, create and obtain FRND in the User’s jurisdiction;

    d) the User is legally permitted to receive software and contributing to the Smart Contract System for the development of the Friend Project;

    e) the User is of a sufficient age to legally create and obtain FRND;

    f) the User will take sole responsibility for any restrictions and risks associated with the creation of FRND by the Smart Contract System as set forth below;

    g) the User is not submitting ETH to the Smart Contract System to obtain FRND for the purpose of speculative investment;

    h) the User is not obtaining or using FRND for any illegal purposes;

    i) the User is purchasing the functionality of the FRND issued by the Smart Contract System primarily to support the development, testing, deployment and operation of the Friend Project, being aware of the commercial risks associated with the Friend Project;

    j) the User waives the right to participate in a class action lawsuit or a class-wide arbitration against any entity or individual involved with the creation of FRND;

    k) the User understands the creation of FRND does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;

    l) the User understands that the transfer of ETH to the Smart Contract System, the creation of FRND and the development of the Friend Project carries significant financial, regulatory and reputational risks as further set forth in the Terms;

    m) the User understands and expressly accepts that there is no warranty whatsoever on FRND, the Smart Contract System and/or the success of the Friend Project, expressed or implied, to the extent permitted by law, and that the Smart Contract System is used and FRND are created and obtained at the sole risk of the User on an “as is” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose; the User understands that the User has, other than as implemented in the Smart Contract System in case the Activation Threshold has not been reached (see para 9), no right against any other party to request any refund of the ETH submitted to the Smart Contract System for the creation of the FRND under any circumstance; and that

    n) the User understands with regard to FRND no market liquidity may be guaranteed and that the value of FRND over time may experience extreme volatility or depreciate in full; the User understands that the User bears the sole responsibility to determine if the User’s contribution to the Smart Contract System for the development of the Friend Project, the transfer of ETH to the Smart Contract System, the creation, ownership or use of FRND, the potential appreciation or depreciation in the value of FRND over time, the sale and purchase of FRND and/or any other action or transaction related to the Friend Project have tax implications for him; by creating, holding or using FRND, and to the extent permitted by law, the User agrees 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 FRND or any other action or transaction related to the Friend Project;

    o) should the User be a consumer and should any applicable consumer legislation or cancellation rights apply to such User in relation to the creation and obtainment of the FRND, the User waives any such consumer and cancellation rights unless otherwise prescribed by mandatory law; and

    p) should any consumer legislation or cancellation rights apply in any jurisdiction, the User acknowledges and accepts that any applicable cancellation rights are waived and lost when the User transfer ETH to the Smart Contract and thereby creates and obtains FRND, unless otherwise prescribed by mandatory law.

  19. As part of the creation process the User will use own account (address) on the Ethereum network, with a private key associated to this address and password. The password is used to encrypt the User’s private key. Following the creation of FRND by the Smart Contract System, the FRND will be transferred to the User's address by the Smart Contract System. The User understands that the User must keep his password and private key safe and that the User may not share them with anybody. The User further understands that if his private key and/or password is lost or stolen, the User will not be able to generate a new password or recover his private key, and if the User also loses his private keys and password, the FRND associated with the User's account (address) will be unrecoverable and will be permanently lost. Furthermore, the User understands that there is no recovery mechanism for lost keys and passwords, so no one will be able to help the User retrieve or reconstruct a lost password and private keys and provide the User with access to any lost FRND.

  20. Friend Project Execution

The User understands and accepts that the development and execution of the Friend Project will be released by the Smart Contract System to the wallet of a third party contractor, Friend Network AS, under incorporation in Norway (acting as “FNAS”). FNAS has the right to engage subcontractors to perform the entire or partial development and execution of the Friend Project. The scope of the development work will be triggered by the amount of contribution received during the Contribution Period as set forth in the Whitepaper (Friend Roadmap).

  1. The User understands and accepts that for the purpose of the development and execution of the Friend Project, FNAS receives a flat fee consisting of 12% of the total FRND created, i.e. in maximum 240 Million FRND (Pool B), and the full amount of ETH transferred to the Smart Contract System during the Creation Period. This flat fee covers expenses, charges and other costs that may arise by FNAS and/or its subcontractors as part of the development and execution of the Friend Project. It remains at FNAS’s sole discretion to decide how to allocate the funds in order to develop and execute the Friend Project.

  2. The User understands and accepts that the User may not have any expectation of influence over governance on the Friend Project.

  3. The User understands and accepts that the Friend Project and/or Friend Network will need to go through substantial development works as part of which they may become subject of significant conceptual, technical and commercial changes before release. User understands and accepts that as part of the development, an upgrade of the FRND Token may be required (hard-fork of FRND Token) and that, if User decides not to participate in such upgrade, he may no longer use his FRND token in the Friend Network and that non-upgraded FRND Tokens may lose their functionality in full.

  4. Audit of the Smart Contract System The Smart Contract System has been, on a reasonable effort basis, audited and approved by legal and technical experts with regard to the conformity of the Smart Contract System’s functionality to the content of these Terms. The technical experts have further confirmed that the Smart Contract System has, with regard to both accuracy and security, been programmed according to the current state of the art.

  5. However, the User understands and accepts that smart contract technology is still in an early development stage and its application of experimental nature which carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, while the audit conducted raises the level of security and accuracy, the User understands and accepts that the audit does not amount to any form of warranty, including direct or indirect warranties that the Smart Contract System and the FRND are fit for a particular purpose or do not contain any weaknesses, vulnerabilities or bugs which could cause, inter alia, the complete loss of ETH and/or FRND.

  6. Risks

The User understands and accepts the risks in connection with transferring ETH to the Smart Contract System and creating FRND as exemplary set forth above and hereinafter. In particular, but not concluding, the User understands the inherent risks listed hereinafter:

a) Risk of software weaknesses: The User understands and accepts that the Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development stage and unproven, that there is no warranty that the process for creating FRND will be uninterrupted or error free and that there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of ETH and/or FRND. 

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 Smart Contract System and which may, inter alia, result in substantial modifications of the Smart Contract System and/or the Friend Project, including its termination and the loss of FRND for the User. 

c) Risk of abandonment / lack of success: The User understands and accepts that the creation of the FRND and the development of the Friend Project may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). The User therefore understands that there is no assurance that, even if the Friend Project is partially or fully developed and launched, the User will receive any benefits through the FRND held by him. 

d) Risk associated with other applications: The User understands and accepts that the Friend Project and/or particular Friend Projects may give rise to other, alternative projects, promoted by unaffiliated third parties, under which FRND will have no intrinsic value.

e) Risk of loss of private key: FRND can only be accessed by using an Ethereum wallet 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 private key file or password respectively got lost or stolen, the obtained FRND 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 Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) may be exposed to attacks by hackers or other individuals that that could result in theft or loss of FRND or ETH, impacting the ability to develop the Friend Project.

g) Risk of Ethereum mining attacks: The User understands and accepts that, as with other cryptocurrencies, the blockchain used for the Smart Contract System is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, race condition attacks and other methods. Any successful attacks present a risk to the Smart Contract System, expected proper execution and sequencing of FRND transactions, and expected proper execution and sequencing of contract computations.
  1. Taxation

The User bears the sole responsibility to determine if his contribution into the Smart Contract System for the development of the Friend Project, the creation, ownership or use of FRND, the potential appreciation or depreciation in the value of FRND over time, the sale and purchase of FRND and/or any other action or transaction related to the Friend Project have tax implications for him.

  1. By creating, holding or using FRND, and to the extent permitted by law, the User agrees 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 FRND or any other action or transaction related to the Friend Project.

  2. No Liability The User acknowledges and agrees that, to the fullest extent permitted by any applicable law, the User will not hold any developers, auditors contractors or founders of the FRND, the Smart Contract System and/or FNAS liable for any and all damages or injury whatsoever caused by or related to the use of, or the inability to use, FRND or the Smart Contract System 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 contractors or founders of the Smart Contract System, the FRND and/or the Friend 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 Smart Contract System, the Friend Project and/or FRND.

  3. The User further specifically acknowledges that developers, auditors, contractors or founders of the FRND, Smart Contract System and/or the Friend Project are not liable, and the User agrees not to seek to hold them liable, for the conduct of third parties, including other creators of FRND, and that the risk of creating, holding and using FRND rests entirely with the User.

  4. By creating, holding or using FRND, and to the extent permitted by law, the User agrees not to hold any third party, including developers, auditors, contractors or founders, liable for any regulatory implications or liability associated with or arising from the creation, ownership or use of FRND or any other action or transaction related to the Friend Project.

  5. Miscellaneous The User understands and accepts that the network of miners will be ultimately in control of the Smart Contract System. The User understands that a majority of these miners could agree at any point to make changes to the official Smart Contract System and to run the new version of the Smart Contract System. Such a scenario could lead to FRND losing intrinsic value.

  6. The Smart Contract System is located in Alderney. Consequently, the FRND creation and allocation and the assignment of the development and execution of the Friend Project to FNAS are considered to be executed in Alderney.

  7. The User agrees 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.

  8. The Terms govern the creation, ownership and use of FRND and supersede any public statements about the launch of FRND and/or the Smart Contract System made by anyone in the past, present and future.

  9. By purchasing the FRND token, I acknowledge that I have read and accepted Friend’s terms & conditions. I specifically acknowledge that any cancellation rights or warranties granted in any applicable jurisdiction are simultaneously lost with the immediate delivery of the FRND token.

  10. The applicable law is Norwegian law. Any dispute arising out of or in connection with the creation of the FRND and the development and execution of the Friend Project shall be finally settled by the ordinary courts of the registered domicile of the defendant.

Final / 23rd of May 2018