Terms and conditions of the 3air public distribution
3air tech Ltd.
Dated as of 8th of February 2022
3air tech Ltd. ("3air") is conducting a public distribution and sale of cryptographic tokens (the " 3air Public Distribution") as described fully herein. The cryptographic tokens that will be generated and sold are based on the SKALE blockchain and will be called "3air". Such tokens will be referred to herein as "3air Tokens" or “ Tokens".
3air tech Ltd. is a BVI Business Company formed under the BVI Business Companies Act, 2004, (As amended) of the British Virgin Islands with BVI Business Company Number 2075729 and having its registered office at Intershore Chambers, PO Box 4342, Road Town, Tortola, VG1110 British Virgin Islands
3air Tokens are not a security of any kind, and they do not represent any right to vote, manage, or share in the profits or proceeds of any entity. 3air Tokens do not represent ownership of any physical asset, and they will not be redeemable.
3air Tokens have an expected future usage solely as a utility token for the 3air Platform, and such usage will involve active participation to ensure that their function and value proposition are realized, as more fully described in the Whitepaper. 3air does not contemplate that there will be any economic return from purchasing 3air Tokens, and you should not purchase 3air Tokens for any speculative purposes. Participation in the 3air Public Distribution should be without expectation of any profit, dividend, capital gain, financial yield or any other return, payment, or income of any kind.
Purchasing of 3air Tokens carries substantial risk that could lead to a loss, including a total loss, of the value or utility of 3air (for more details, see Article 3 "Risk Factors" below). There can be no assurance that the objectives of 3air Platform will be achieved, or that 3air Tokens shall ever hold or maintain value within the 3air Platform or elsewhere.
The information in these Terms does not constitute a recommendation by 3air, or any other person, nor does it constitute advice on the merits of participation in the 3air Public Distribution. The information in these Terms do not necessarily identify, or purport to identify, all the risk factors associated with the 3air Public Distribution. Participants must make their own independent assessment, after making such investigations as they consider necessary, of the merits of participating in the 3air Public Distribution. Participants should consult and rely upon their accounting, legal and tax representatives, and advisers in order to evaluate the economic, legal and tax consequences of purchasing 3air Tokens.
Participants must also investigate themselves as to the regulations within the countries of their nationality, residence, ordinary residence or domicile regarding participation in the 3air Public Distribution, including, but not limited to, restrictions or regulations regarding (1) participating in the public sale of cryptographic tokens; (2) buying, holding, trading or disposing of cryptographic coins/tokens or virtual currencies in general; or (3) the exchange or export of your applicable currency. 3air does not offer to sell 3air Tokens and is not soliciting the participation in the 3air Public Distribution in any jurisdiction or to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.
These Terms are based on the law and practice in force in the British Virgin Islands at the relevant time and are subject to changes therein. In the event of any dispute between 3air and a Participant, such dispute shall be determined pursuant to the arbitration provision detailed in Article 13 "Submission to Arbitration" and Section 14 "Waiver of Class Action Rights and Class Wide Arbitration".
These Terms are as of the date first stated above. 3air does not warrant to update the information contained within these Terms and makes no representation as to events or circumstances after the date thereof.
You should monitor the https://3air.io for any announcements that relate to the 3air Public Distribution, as they may add to, or alter, these Terms.
1. DEFINITIONS; INTERPRETATION
"3air" means 3air tech Ltd., a BVI Business Company and the issuer of 3air Tokens during the 3air Public Distribution.
The “3air Platform” means the 3air platform as described further in the Whitepaper.
The "3air Parties" means 3air, and their parent companies, subsidiaries, affiliates, agents, representatives, predecessors, advisors, and the successors and assigns of each of the foregoing.
"3air Public Distribution" means the public distribution of 3air Tokens, along with any other sales or distributions announced and organized by 3air shall be referred to collectively as the " 3air Public Distribution".
"3air Tokens" or “Tokens” means the cryptographic tokens named 3air and utilizing the symbol "3air" which shall be distributed during the 3air Public Distribution.
"Participant" means any person or entity participating or attempting to participate in the 3air Public Distribution. Collectively, such persons or entities shall be referred to as the " Participants."
“Prohibited Jurisdiction” shall mean (i) the United States of America, the People’s Republic of China, Afghanistan, Belarus, British Virgin Islands, Central African Republic, Congo, Democratic Republic of the Congo, Republic of the Cote D'Ivoire, Crimea region of Ukraine, Cuba, El Salvador, Eswatini, Gambia, Iran, Iraq, Liberia, Libya, Malawi, Mali, Moldova, Myanmar, Niger, North Korea, Palestinian Territory, South Sudan, Sudan, Syria, Venezuela,, Yemen, Zambia, Zimbabwe; (ii) any state, country or other jurisdiction that is sanctioned and/or embargoed by the United States of America, the European Union and/or Switzerland; (iii) a jurisdiction where it would be illegal according to local law or regulation for you to purchase Tokens; or (iv) a jurisdiction where the sale of Tokens is prohibited or contrary to local law or regulation, or could subject 3air to any local registration, regulatory or licensing requirements.
The "Terms" means these Terms and Conditions of 3air Public Distribution, including all exhibits and any amendments and supplements thereto.
"U.S. Person"means a citizen or resident of the United States, a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in the United States or any political subdivision thereof, an estate the income of which is subject to United States federal income taxation regardless of its source, a partnership or limited liability company or other entity created or organized in or under the laws of the United States, a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States fiduciaries have the authority to control all substantial decisions of the trust or (ii) the trust properly elected to be treated as a US Person, or any person falling within the definition of the term "United States Person" under the 1933 Act or under any other applicable rules or regulations.
The "United States" means the United States of America (including the States and District of Columbia) and any of its territories, possessions, and other areas subject to its jurisdiction.
"USD" means the ISO 4217 code for the United States Dollar.
The "Website" means https://3air.io
The "Whitepaper" means the Whitepaper of 3air Platform, published on the Website.
1.2. Interpretation; Forward looking statements; Translations
In these Terms, unless the context otherwise requires:
- words importing the singular include the plural and vice versa;
- words which are gender neutral, or gender specific include each gender;
- other parts of speech and grammatical forms of a word or phrase defined in these Terms have a corresponding meaning;
- an expression importing a natural person includes a company, partnership, joint venture, association, corporation, or other body corporate and a government agency;
- a reference to "includes" means to include without limitation;
- a reference to a law is a reference to such law as amended, consolidated, or replaced;
- a reference to a document includes all amendments or supplements to such document, or replacements or innovations of it;
- a reference to an entity in these Terms includes that entity's successors and permitted assigns;
- all references to currencies or cryptocurrencies shall include any successor currency or cryptocurrency, as the case may be; and
- all references to dates are to dates of the Gregorian calendar.
- If there is any inconsistency between an announcement on the Website and these Terms and/or any of its exhibits, the announcement on the Website prevails to the extent of the inconsistency.
No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this document or any part of it.
The titles, subtitles and headings used herein are provided for convenience only and should not be considered in construing or interpreting these Terms.
These Terms and related documents may be translated. Any translation is for reference purposes only and is not certified by any person. Only the English language version of these Terms and its related documents have legal effect and shall prevail to the extent of any inconsistency.
Certain information contained in these Terms constitutes "forward looking statements", which can be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", or "believe" or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, including those described under the section headed "Risk Factors," actual events or results or the actual performance of 3air Tokens and/or the 3air Platform may differ materially from those reflected or contemplated in such forward looking statements.
2. 3AIR PUBLIC DISTRIBUTION
2.1. 3air Tokens
The cryptographic tokens to be offered for sale by 3air are the native cryptographic digital token of the 3air Platform. They shall utilize the symbol "3air," and will be divisible up to 16 decimal places. They will be able to be held in an Ethereum compatible blockchain digital wallet and will be able to be transferred to other digital wallets. Such new cryptographic tokens shall be referred to herein as "3air" or "3air Tokens".
3air Tokens are utility tokens designed to be used on the 3air Platform. 3air Tokens have an expected future usage solely as a utility token within 3air Platform, and such usage will involve active participation in the 3air Platform to ensure that its function and value proposition are realized. The 3air token will be used throughout the platform for multiple use cases, including but not limited to:
- Access to products and services in the 3air Platform;
- Payment of fees;
- Receipt of loyalty rewards;
- Access to staking pools; and
- Voting on community projects.
- 3air Tokens are not a security of any kind, and they do not represent any right to vote, manage, or share in the profits or proceeds of any legal entity. 3air Tokens do not represent ownership of any physical asset, and they will not be redeemable by any legal entity. 3air does not guarantee or suggest any economic return from purchasing 3air Tokens, and you should not purchase 3air Tokens for any speculative purposes. Participation in any 3air Public Distribution should be without expectation of any profit, dividend, capital gain, financial yield or any other return, payment, or income of any kind.
No language in these Terms, in any of its exhibits or on the Website should be understood, deemed, interpreted, or construed, under the laws of any applicable jurisdiction, to equate 3air Tokens to any kind of:
- money, legal tender, or currency, whether fiat or otherwise;
- equity or proprietary interest in any entity, scheme, or venture;
- investment in any entity, common enterprise, scheme, or venture, taking any form, whether equity, debt, or as a commodity (or any combination thereof, whether to be delivered in the future or otherwise);
- instrument, entity, scheme, or venture that participates or receives any dividend, payment, profit, income, distribution or other economic returns;
- security, futures contract, derivative, deposit, negotiable instrument (including commercial paper), investment contract or collective investment scheme between the holder and any other person or entity; or
- asset or commodity (whether to be delivered in the future or otherwise), including any asset or commodity that any person or entity is obliged to repurchase or redeem.
- Every participant in any 3air Public Distribution (a " Participant") shall have the sole responsibility to attend to and exercise due care with regard to delivery of 3air Tokens during the 3air Public Distribution. It is imperative that a Participant utilize a digital wallet controlled by such Participant during any 3air Public Distribution which is compatible with the 3air Tokens.
Further, once 3air Tokens are delivered to a Participant's digital wallet, Participant should ensure the private keys relating to such digital wallet are stored securely. 3air shall not be liable for any loss or theft after delivery (or simultaneously at the time of attempted delivery) of 3air Tokens to the participant's digital wallet, regardless of the reason for such loss or theft.
2.2. Public Distribution
The following chart provides basic information about the Public Distribution, in which 3air Tokens will be distributed to Participants.
|Name of Token:||3air|
|Symbol of Token:||3air|
|Start:||26th of November, 2021|
|End||26th of February, 2022|
|Total Supply||1,000,000,000 3air|
|Maximum Public Distribution Allotment:||200,000,000 3air|
|Hard Cap/Maximum Proceeds of the 3air Public Distribution||$12,000,000 USD|
|Vesting Schedule:||Twenty percent (20%) of the purchased 3air Tokens shall be unlocked upon purchase. The remaining eighty percent (80%) of the purchased 3air Tokens shall be equally divided into four (4) monthly distributions during a period of 4 months from the date of purchase.|
2.3. Structure of the 3air Public Distribution
3air is the sole issuer of 3air Tokens. It has no substantial operating history and was created for the purpose of conducting the 3air Public Distribution and so that its unique identifying characteristics could be incorporated into each 3air Token generated. During the 3air Public Distribution, 3air will generate and distribute all necessary 3air Tokens in accordance with these Terms. 3air Tokens will be transferable upon conclusion of the Token Sale.
2.4. Other Terms and Conditions
3air reserves the right to require participants to complete the identification process mandated by Know Your Customer, Anti-money Laundering, and Combating the Financing of Terrorism regulations (the "KYC Process");
Purchases of 3air Tokens shall be deemed complete upon the transmission of the appropriate number of 3air Tokens to the digital wallet address of the Participant. Purchases are so deemed complete and binding regardless of Participant's ability to retrieve such 3air Tokens, whether from the use of a non-qualifying digital wallet, from the loss of a private 3air, or otherwise;
3air Tokens returned to Participant in exchange for valid payment during the 3air Public Distribution shall be provided in fractional divisions up to 16 decimal places;
Upon the distribution of the 3air Tokens to the relevant Participants, title to, and risk of loss of 3air Tokens created and delivered by any such smart contract passes from the 3air to Participants;
Participants are responsible for their own costs related to 3air Public Distribution, including the costs of obtaining financial, tax or legal advice;
Purchases made by Participants are not refundable.
3. RISK FACTORS
Participation in the 3air Public Distribution will involve significant risks due to, among other things, the rapidly evolving, technological, legal, and regulatory environment of cryptocurrencies, which could negatively impact 3air Tokens and 3air Platform. Further, 3air believes that there are numerous risks involved in the development, maintenance and running of 3air Platform and the SKALE Blockchain, many beyond the control of the 3air Parties, and such risks could jeopardize the value and utility of 3air Tokens within 3air Platform and the SKALE Blockchain.
Participants must rely on their own careful review of these Terms, together with all amendments, supplements, and exhibits, and on their own careful examination of 3air, and 3air Parties, weighing all risks involved with the 3air Public Distribution. Such Participants should not construe the contents of these Terms as providing legal, tax or accounting advice, and each is urged to consult with its own advisors with respect to the legal, tax, regulatory, financial, and accounting consequences of participation in the 3air Public Distribution.
Each Participant in the 3air Public Distribution should peruse, comprehend, and consider carefully the risks described below, in addition to the other information stated in these Terms, before deciding whether to participate in the 3air Public Distribution. Such decision must be made with a full awareness of the risks involved, which include the risk of a total loss of 3air Tokens, or a total loss of the utility or value of 3air Tokens.
3.1. Proceeds from the 3air Public Distribution May be Insufficient
The aggregate proceeds from the 3air Public Distribution may not be sufficient to properly sustain or grow 3air Platform. It is expected that 3air Tokens will have utility solely within the 3air Platform. Without a thriving 3air Platform, the utility and value of 3air Tokens is likely to suffer.
3.2. Participants Hold a Minor Percentage of the Total Supply
At early stages, the initial amount of 3air Tokens held by Participants (or their transferees) may be overshadowed by the amount held by 3air Parties, i.e., the actions of the majority may adversely affect the value of the 3air Tokens held by the minority. For example, 3air Parties may release, distribute, or otherwise utilize their 3air Tokens in a manner that may be contrary to the interests of the Participants. There can be no guarantee that the 3air Parties shall release, spend, or otherwise utilize its share of 3air Tokens in a manner that is aligned with the interests of the Participants.
3.4. Regulatory Measures
Regulation of cryptocurrencies and blockchain technologies, which include 3air Tokens, and of transactions such as the 3air Public Distribution lack uniformity and are unsettled in many jurisdictions. These regulations are evolving rapidly, are subject to significant variation among international jurisdictions and are generally subject to significant uncertainty. 3air or the 3air Parties may receive queries, notices, warnings, requests, or rulings from one or more regulatory authorities from time to time or may even be ordered to suspend or discontinue any action in connection with 3air Platform or with the distribution of 3air Tokens. In such a case, the value or utility of 3air Tokens within the 3air Platform may be negatively affected or may even decrease to zero. There is no guarantee that the 3air Public Distribution, 3air Tokens, and/or 3air Platform will not suffer as a result of new laws or regulations or by the new enforcement or interpretation of current laws or regulations.
Cryptography is constantly evolving and current systems cannot guarantee absolute security going forward. Advances in cryptographic methods or algorithms, or with technology, such as with quantum computing, could present risks to all cryptography-based systems, including 3air Tokens. These advances could result in the theft, loss, disappearance, destruction, or devaluation of 3air Tokens. There can be no guarantee that the value or security of 3air Tokens will not be destroyed or negatively impacted by the future developments in the field of cryptography.
3.6. Development of the 3air Platform May Fail or be Aborted
The 3air Platform may not be fully integrated with 3air Tokens at the conclusion of the 3air Public Distribution. The process of this integration, along with other planned improvements and features means that it will still be in the process of development for the foreseeable future. The 3air Parties could prove to be incapable of effective development due to a variety of reasons, such as due to a lack of managerial skill, due to technical difficulties, or due to a lack of resources. Accordingly, the development of 3air Platform could fail or even be aborted in the future, which would likely negatively affect the value and utility of 3air Tokens. There can be no guarantee that 3air Platform shall be continued to be developed effectively or at all.
3.7. 3air Public Distribution Proceeds Could be Targeted by Thieves
There have been many documented incidents of thefts and attempted thefts of cryptocurrency. 3air and, subsequently, the 3air Parties may hold large amounts of cryptocurrency in the form of ADA, BTC, ETH, BUSD, BNB, USDC, USDT, 3air Tokens or other cryptocurrencies following the conclusion of the 3air Public Distribution. This may make such entities the target of cryptocurrency thieves and scammers. Due to the rapidly evolving nature of cryptocurrency, there likely will always be a risk of vulnerability to theft even with adherence to security best practices. There can be no guarantee that 3air or the 3air Parties will not be a victim of cryptocurrency theft, the result of which may adversely affect 3air Platform and therefore the value and utility of 3air Tokens.
3.8. Source Code Could Contain Significant Flaws
No one can guarantee the source code of 3air Platform or the SKALE Blockchain, to be flaw-free. Flaws, errors, defects, and bugs in such may disable functionality for users, expose users' information or otherwise negatively impact users. This could compromise the usability, stability, and/or security of 3air Platform and SKALE Blockchain and consequently adversely impact the value and utility of 3air Tokens.
3.9. 3air Platform and SKALE Blockchain May Have Insufficient Bandwidth
3air Platform and the SKALE Blockchain may be public, unpermissioned and thus vulnerable to being overwhelmed with traffic. Whether due to an intentional and malicious attack, or whether due to the popularity of a blockchain-related event, the 3air Platform may from time to time be flooded with requests for transactions that utilize all its throughput capacity. This leaves the 3air Platform and the SKALE Blockchain largely inaccessible for many users. If 3air Developers are unable to address scalability issues, network congestion may adversely affect the usability of 3air Tokens, thereby decreasing its value and utility.
3.10. SKALE Blockchain May Fork
The SKALE Blockchain is an open-source protocol. Anyone may clone the source code of SKALE Blockchain and develop a diverging blockchain protocol without prior permission by anyone else. The acceptance and support for such a divergent blockchain by some faction of the 3air community could result in a "fork" in the SKALE Blockchain. The existence of one or more forks in the SKALE Blockchain may undermine the usability and sustainability of 3air Tokens, which could adversely impact the operation of 3air Platform and the utility and value of 3air Tokens.
3.11. 3air Tokens May be Lost or Stolen
3air Tokens stored in a digital wallet are accessible by a private key, which is simply a unique string of text. The loss or destruction of a digital wallet's private key may render the 3air Tokens on such wallet inaccessible. Further, if a private key is learned or copied by another person, that person will be able to steal the 3air Tokens (and any other cryptocurrency or tokens) stored on the digital wallet. Participants are required to safeguard the private keys of their digital wallets. Neither 3air nor the 3air Parties will be liable for any losses due to any situation in which a private 3air is lost, divulged, destroyed, or otherwise compromised.
3.12. 3air Platform May Fail to Gain Traction
3air Tokens derive their utility and value from the 3air Platform. 3air Platform is not yet in production and is not expected to be launched or have a significant user base after the 3air Public Distribution or in the foreseeable future. The 3air Parties may fail to attract participants necessary for a robust 3air Platform. There is no guarantee that any planned service offerings will materialize, or that the 3air Parties will have the resources, leadership, or vision to create and sustain a thriving 3air Platform.
3.13. 3air Tokens are Utility Tokens
3air is a utility token. It is not a currency, and it is not secured by any hard assets or other credit. The liquidity or trading of 3air Tokens on a market outside of 3air Platform may not be the objective or responsibility of 3air or the 3air Parties. Further, should 3air Tokens be listed for trade on an outside market or on a cryptocurrency exchange, neither 3air nor the 3air Parties will be obliged to concern itself with, or to take action with regard to the pricing, supply or regulation of 3air Tokens on such market or exchange.
3.14. 3air Platform May Face Significant Competition
Certain parts of the 3air Platform's underlying protocol will be based on open-source computer code which may restrict or make impractical a claim of copyright or any other type of intellectual property right with respect to the source code. As a result, anyone can legally copy, replicate, reproduce, engineer, modify, upgrade, improve, recode, reprogram, or otherwise utilize the source code and/or underlying protocol of 3air Platform in an attempt to develop a competing protocol, software, system or digital platform. Such competition may find success or ultimately even overshadow or overtake the popularity or functionality of 3air Platform. 3air and the 3air Parties will in no case be capable of eliminating, preventing, restricting, or minimizing such competing efforts that aim to contest with or overtake 3air Platform.
3.15. 3air Platform Governance May be Insufficient to Prevent Conflicts of Interest or Breaches of Fiduciary Duties
Certain 3air Parties and large 3air Token Holders may have substantial influence on the setup, governance, and initial operations of 3air Platform. 3air Parties and other large 3air Token Holders may have the ability to exert influence in order to give themselves a competitive or economic advantage within the 3air Platform. There is no guarantee that any governance of 3air Platform can prevent, restrict, or deter 3air Parties or other large 3air Token Holders from acting in their own self-interests, despite actual or perceived conflicts of interest, actual or perceived breaches of fiduciary duties, and actual or perceived claims of self-dealing.
3.16. Potential Misuse of 3air Platform, its Technologies and Brand
Services or programs which may be banned, restricted, or deemed immoral in certain jurisdictions, such as gambling, betting, lottery, sweepstake, pornography, terrorism, hate crime and otherwise, could take advantage of the unpermissioned nature of 3air Platform to develop, promote, market, or operate. Regulators of a number of jurisdictions may accordingly take administrative or judicial actions against such programs, applications, services or even the relevant developers or users thereof. Any penal action, sanction, crackdown, or other regulatory effort made by any government, quasi-government, authority, or public body (including but not limited to any regulatory body of any jurisdiction) may significantly deter existing or potential users away from using 3air Platform or holding 3air Tokens. In such circumstances, the prospects and viability of 3air Platform may be adversely impacted. There is no guarantee that 3air Platform will be free from all inappropriate, illegal, or immoral use at any time.
3.17. Issues May Arise Due to Data Retention
3air may collect and retain personal information from Participants. The collection and retention of such information is subject to applicable laws and regulations. Further, databases holding such information are vulnerable to breaches and other forms of unauthorized access. The 3air Parties may be required to expend significant financial resources to alleviate problems caused by any breaches or losses, settle fines, and resolve inquiries from regulatory or government authorities. Any information breaches or losses will also damage the 3air Parties’ reputation and thereby may harm 3air Platform.
3.18. The 3air Parties and 3air Platform May Suffer Due to Taxation Issues
Tax laws and regulations are highly complex and subject to interpretation, especially when cross-border transactions and multiple tax jurisdictions are involved. Consequently, 3air and the 3air Parties are subject to changing tax laws, treaties, and regulations. If any tax authority successfully challenges the operational structure of the 3air Public Distribution or 3air Platform, or if 3air or the 3air Parties loses a material tax dispute, the 3air Parties’ tax liabilities could increase substantially. This could cause the 3air Parties’ financial resources to be constrained or impaired and could cause the 3air Parties to redomicile or to alter its legal entity structure in order to optimize its tax situation. This in turn could negatively affect the 3air Parties’ ability to manage and grow the 3air Platform, which would negatively impact the utility and value of 3air Tokens.
3.19. Unexpected Tax Consequences May Arise from Purchases of 3air Tokens
The taxation of cryptographic and utility tokens is an evolving area of law and often varies widely between jurisdictions. Participation in the 3air Public Distribution may have tax reporting implications and may create liabilities for Participants, depending on their tax jurisdiction and situation. Participants are urged to consult their tax advisors prior to participating in the 3air Public Distribution. 3air and the 3air Parties expressly disclaim responsibility and liability for the tax treatment and tax obligations arising from participation in the 3air Public Distribution.
3.20. Lack of Participation May Harm the Development of 3air Platform
Participants in 3air Public Distribution are urged to be actively involved in 3air Platform and SKALE Blockchain, whether as a consumer or active participant in development. It is through this active involvement that the 3air Platform will grow, thus increasing utility and value to 3air Tokens. However, there is no guarantee that enough persons and entities will remain sufficiently active for 3air Platform to flourish long term.
3.21. 3air Tokens May not have Satisfactory Utility Within 3air Platform
It is anticipated that 3air Tokens will be used for a variety of purposes within the 3air Platform. However, immediately after the conclusion of the 3air Public Distribution, no applications will be available for 3air Tokens.
3.22. Terms and Conditions of the 3air Public Distribution May Change at Any Time
If you are a Participant of 3air Tokens, you will be subject to the terms and conditions of the 3air Public Distribution in order to purchase your 3air. These terms and conditions are subject to revision from time to time, and there is no guarantee that such terms will be acceptable to you.
3.23. Not all 3air Platform applications may be Available to Every User
It is expected that some of the applications available in the 3air Platform may be restricted with regard to jurisdiction or user citizenship. Not every application within 3air Platform will be available to every user, and each user will ultimately bear the responsibility of regulatory compliance for his or her legal jurisdiction. There is no guarantee that users will have full satisfaction with the utility and value of their 3air Tokens.
4. TERMS AND CONDITIONS OF PURCHASE
4.1. Documents and Information comprising the Terms
Participants of 3air Public Distribution must monitor the Website for such announcements.
Collectively, these documents constitute the entire agreement between 3air Platform and participants in the 3air Public Distribution (each, a "Participant," and collectively, the "Participants") about the 3air Public Distribution and supersede any other previous agreements, understandings, and negotiations on that subject matter.
These Terms govern the sale of 3air Tokens to prospective applicants who meet the eligibility criteria to participate in the 3air Public Distribution. However, nothing construed herein should be construed as an offer to sell or a solicitation to purchase 3air Tokens.
In particular the information in these Terms and 3air Public Distribution in general are not intended for and are not applicable to (a) any U.S. Person; (b) or any citizen or resident or legal entity of any Prohibited Jurisdiction.
It is the responsibility of any person or persons wishing to participate in the 3air Public Distribution to inform themselves of, and to observe all applicable laws and regulations of any relevant jurisdiction.
Participants may be required follow the following process for Know Your Customer regulations and other regulations related to Anti-Money Laundering and Anti-Terrorism Financing (the "KYC Process").
Neither the Participant, nor any of its affiliates or direct or indirect beneficial owners, (i) shall appear on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) or any other sanctions or embargoes list from any jurisdiction, nor are they otherwise a party with which 3air Parties are prohibited to deal under the law, (ii) is a person identified as a terrorist organization on any other relevant lists maintained by governmental authorities, or (iii) unless otherwise disclosed in writing to 3air prior to the Participant’s participation in the 3air Public Distribution, is a senior foreign political figure,(2) or any immediate family member(3) or close associate(4) of a senior foreign political figure as those terms are defined in the footnotes below. The Participant further represents and warrants that the Participant: (1) has conducted thorough due diligence with respect to all of its beneficial owners, (2) has established the identities of all direct and indirect beneficial owners and the source of each beneficial owner’s funds and (3) will retain evidence of those identities, any source of funds and any due diligence.
A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military, or judicial branches of a non-U. S. government (whether elected or not), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S. government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.
An “immediate family member” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children, and in-laws.
A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure and includes a person who is in a position to conduct substantial U.S. and non-U.S. financial transactions on behalf of the senior foreign political figure.
The Participant represents, warrants, and agrees that no payment or other transfer of value to 3air and no payment or other transfer of value to the Participant shall cause the 3air Parties to be in violation of applicable laws or regulations, including, without limitation, anti-money laundering, economic sanctions, anti-bribery or anti-boycott laws or regulations of any jurisdiction.
The Participant represents, warrants and agrees that no payment or other transfer of value to 3air is or will be derived from, pledged for the benefit of, or related in any way to, (1) the government of any country designated by the U.S. Secretary of State as a country supporting international terrorism, (2) property that is blocked under any laws, orders or regulations administered by OFAC (“OFAC Regulations”), or that would be blocked under OFAC Regulations if it were in the custody of a U.S. national, (3) persons to whom U.S. nationals cannot lawfully export services, or with whom U.S. nationals cannot lawfully engage in transactions, under OFAC Regulations, or (4) directly or indirectly, any illegal activities.
The Participant represents, warrants, and agrees that all payments or other transfer of value to 3air by the Participant will be made through an account (or virtual currency public address whose associated balance, either directly or indirectly, has been funded by such an account) located in a jurisdiction that is subject to international sanctions or embargoes.
The Participant understands and agrees that 3air is not obligated to comply with any of the Saint Vincent and the Grenadines anti-money laundering requirements but may choose to voluntarily comply with any or all of such requirements at the sole discretion of 3air and the 3air Parties.
5. 3AIR RIGHTS
- 3air reserves the right to revise and amend these Terms at its absolute discretion at any point during the 3air Public Distribution, and such revision or amendment shall be binding for all Participants without exception;
- 3air reserves the right to reject any Participant at its absolute discretion at any point during the 3air Public Distribution;
- 3air reserves the right to waive or not enforce one or more provisions of these Terms as to any Participant;
- 3air reserves the right to alter the dates or deadlines for any 3air Public Distribution, or to adjust any terms or conditions as to such 3air Public Distribution; and
- 3air reserves the right to sell 3air Tokens at different prices, and other terms and conditions, as it may determine in its absolute discretion.
6. NO 3AIR WARRANTIES OR REPRESENTATIONS; DISCLAIMER OF LIABILITY
The 3air Parties do not make any representation or warranty with respect to the 3air Public Distribution or to 3air Tokens. 3air Tokens are provided on an "as is" and "as available" basis, without warranty, including but not limited to any warranty of merchantability, any warranty of fitness for a particular purpose, or any warranty regarding their value, technical specifications, performance, or function.
Further, the 3air Parties hereby expressly disclaims responsibility for, and shall in no case be liable for any damage, loss, penalty, cost, or expense, whether direct, indirect, incidental, consequential, special, punitive, exemplary, or economic (and whether or not caused by negligence) which arises in tort, contract or otherwise, to the fullest extent allowed by applicable law, to any person or entity in connection with:
- any person's purchase of 3air Tokens in violation of any anti-money laundering, counter-terrorism financing or other regulatory requirements that are imposed in any jurisdiction, whether due to such person purposefully evading safeguards within the KYC Process, or whether due to a failure or omission within the KYC Process itself;
- any person's purchase of 3air Tokens in violation of or contravention to any representation, warranty, obligation, covenant, or other provision of these Terms;
- the exercise of any right by 3air under these Terms;
- unauthorized data interception, interruption, transmission blackout, or delays (due to data volume, server error or otherwise) during the KYC Process or otherwise during the 3air Public Distribution;
- a delay in transmitting the 3air Tokens after the completion of a purchase;
- a delay in development of 3air Platform, a failure to meet any anticipated milestones for the 3air Platform, or a failure to timely disclose any information relating to the development of the 3air Platform;
- any error, bug, flaw, defect or otherwise of the source code of 3air Platform or in related code;
- any application, program, service or good created on, operated on, or connected to 3air Platform;
- any malfunction, breakdown, collapse, or delay caused by the blockchain or by software conducting the 3air Public Distribution;
- the loss, theft or perceived poor utilization of the proceeds raised through the 3air Public Distribution;
- any loss of 3air Tokens due a failure to (a) safeguard a digital wallet, including the loss, destruction, theft, or accidental disclosure of a private 3air, or (b) not utilizing proper type or kind of digital wallet as described herein, including improperly utilizing a wallet or account from a cryptocurrency exchange;
- any default, breach, infringement, breakdown, collapse, service suspension or interruption, fraud, mishandling, misconduct, malpractice, negligence, bankruptcy, insolvency, dissolution or winding-up of any third-party funding portal, wallet or exchange service handling 3air Tokens;
- any difference, conflict or contradiction between these Terms and any information provided on any third-party funding portal;
- listing or delisting of 3air Tokens on or from any cryptocurrency exchange or market, or the trading of 3air Tokens on the same;
- 3air Tokens being classified or treated by any government, quasi-government, authority, or public body as a kind of currency, securities, commercial paper, negotiable instrument, investment or other classification that may be banned, regulated or subject to legal restrictions.
7. PARTICIPANT REPRESENTATIONS AND WARRANTIES
By participating in the 3air Public Distribution, you as a Participant hereby represent and warrant that:
- you are of sufficient age to enter into a binding contract, and that you have full legal capacity of conduct under the laws of the jurisdiction where you are domiciled or maintain citizenship;
- you are not a citizen or resident or are physically located in any Prohibited Jurisdiction;
- you have had the opportunity to seek legal, accounting, and other professional advice regarding these Terms and the 3air Public Distribution;
- you understand that finder's fees or commissions may be paid in connection with purchases of 3air Tokens, which may include your purchase;
- all information submitted by you for the 3air Public Distribution is true, complete, valid, and non-misleading;
- you are not a sanctioned person, and your participation in the 3air Public Distribution does not violate any anti-money laundering, politically exposed person, or terrorism financing regulations;
- you are not a citizen or resident of the United States of America or the People's Republic of China, and you are not attempting to participate in the Token Sale from within those countries;
- your participation in the 3air Public Distribution is entirely voluntary, and you do not require any consent, approval, order, or authorization of, or qualification, registration, declaration, designation or filing with, governmental authority or agent of any kind with regard to your participation in the 3air Public Distribution;
- you are permitted by the laws of your jurisdiction to participate in the 3air Public Distribution, and you are legally permitted and capable to acquire, receive and hold 3air Tokens and cryptographic tokens generally;
- you understand distributed ledger technology and cryptographic tokens, and you are fully aware of the risks associated with the same;
- you are experienced in and fully capable of operating, maintaining and safekeeping the digital wallet out of which you sent or will send the purchase price for 3air Tokens;
- your rationale for acquiring 3air Tokens is based solely on the expected future utility of 3air Token within the 3air Platform, and you confirm that your purchases of 3air are without expectation of profit, dividend, capital gain, financial yield, increased value on any trading market or exchange, or of any other speculative return, payment, or income of any kind;
- you understand that 3air Tokens do not represent shares, equity, or any type of ownership interest in any existing or future public or private company, corporation or other entity in any jurisdiction, and that 3air Tokens do not represent any right to vote, manage, or share in the profits or proceeds of any entity;
- you understand that 3air Tokens do not represent ownership any physical asset, are not a security of any kind, and are not redeemable by any entity;
- you understand that you are waiving any right to participate in a class action lawsuit or in a class-wide arbitration against the 3air Parties;
- except as otherwise provided for herein, you understand that you have no right of any refund to the purchase price you submitted or will submit to 3air Platform for the issuance of 3air Tokens;
- you understand that nothing in these Terms should be construed as tax, accounting, or legal advice, and that you bear the sole responsibility to determine the tax implications of (a) your participation in the 3air Tokens Sale; (b) ownership and use of 3air Tokens; and (c) any subsequent disposition of 3air Tokens;
- you bear full responsibility to declare, bear and pay all such taxes, duties, imposts, levies, tariffs, and surcharges that might be imposed by the laws and regulations of any applicable jurisdiction as a result of or in connection with the receipt, holding, use, purchase, appreciation, trading, remittance or disposal of 3air Tokens or use of 3air Platform;
- You agree that all the above representations and warranties (1) are true, accurate, complete, and non-misleading as of the date and time of your latest application to participate in the 3air Public Distribution, and (2) shall survive a Termination Event.
9. LIMITATION OF LIABILITY; RELEASE
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL 3AIR OR ANY OF THE OTHER 3AIR PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS, OR DAMAGES FOR BUSINESS INTERRUPTION ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS OR USE OF THE WEBSITE OR 3AIR TOKENS OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION HEREIN, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF US ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE WEBSITE, 3AIR TOKENS, OR ANY APPLICATION, PRODUCTS OR SERVICES ACCESSED ON THE 3AIR PLATFORM EXCEED THE GREATER OF $100 AND THE AMOUNT RECEIVED BY 3AIR FROM THE SALE OF 3AIR TOKENS THAT ARE THE SUBJECT OF THE CLAIM.
EACH PARTICIPANT AGREES THAT THEY WILL NOT COMMENCE, OR ATTEMPT OR THREATEN TO COMMENCE, ANY PROCEEDINGS, ACTION OR CLAIM (INCLUDING ANY CLAIM FOR COMPENSATION OR COSTS) AGAINST 3AIR OR ANY OF THE 3AIR PARTIES IN ANY JURISDICTION FOR THE RECOVERY OF ANY LOSS, DAMAGE, COST OR EXPENSE, OR IN RELATION TO ANY LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE 3AIR PUBLIC DISTRIBUTION OR THE 3AIR PLATFORM.
10. NO WAIVER
From time to time, 3air may fail to require or strictly enforce compliance with relation to any provision in these Terms. 3air may also fail to exercise any or all of its rights empowered herein. Any such failure shall not be construed as a waiver or relinquishment of 3air's right to assert or rely upon any such provision or right in that or in any other instance. If applicable, an express waiver given by 3air of any condition, provision, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such condition, provision, or requirement.
If any portion of these Terms is held to be illegal, unenforceable, or invalid, whether in whole or part, under the laws of any jurisdiction, that portion shall be severed, and such illegality, unenforceability or invalidity shall not affect the legality, enforceability or validity of the rest of these Terms in that jurisdiction, nor the legality, enforceability or validity of these Terms in any other jurisdiction.
12. GOVERNING LAW AND JURISDICTION
These Terms, and any terms announced on the Website are governed by the laws of the British Virgin Islands. Any present or future law which operates to vary the obligations of 3air in connection with these Terms with the result that the 3air Parties' rights, powers or remedies are adversely affected (including by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.
You agree to submit any Dispute (as defined below) to arbitration in accordance with the terms of Article 13 below. To the extent that the agreement to arbitrate is ineffective or void, you agree to submit to the exclusive jurisdiction of the courts of the British Virgin Islands.
13. SUBMISSION TO ARBITRATION
Any dispute, claim, suit, action, cause of action, demand, or proceeding arising out of or related to these Terms and any terms announced on the Website (including with respect of their validity, existence, or termination), any action or transaction under or contemplated by these Terms, including receiving, using, holding, or transferring 3air Tokens, (any "Dispute") that is not settled by you and 3air within 30 days from the date that either party notifies the other party in writing of the Dispute shall be referred to and finally settled by arbitration. Further, the parties hereby agree that:
- the law of this section is British Virgin Islands law;
- the seat of arbitration will be the British Virgin Islands International Arbitration Center (BVI IAC);
- the number of arbitrators will be three;
- if the parties do not agree on the arbitrator to be appointed within 30 Days of the Dispute proceeding to arbitration, the arbitrator is to be appointed by the BVI IAC; and
- the arbitration proceedings will be conducted in English.
- Notwithstanding any other provision of these Terms, you agree that 3air has the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
To the fullest extent permitted by law, you irrevocably and unconditionally waive, with respect to yourself and any of your revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from: suit; jurisdiction of any court; relief by way of injunction or order for specific performance or recovery of property; attachment of assets (whether before or after judgment); and execution or enforcement of any judgment to which you or your revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and you irrevocably agree, to the fullest extent permitted by applicable law, that you will not claim any immunity in any such proceedings).
14. WAIVER OF CLASS ACTION RIGHTS AND CLASS WIDE ARBITRATION
You agree that any Dispute is personal to you and 3air and will not be brought as a representative action, class action, or any other type of representative proceeding in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. You agree not to join with any other individual or entity or group of individuals or entities for the purpose of seeking to resolve the respective Disputes on a consolidated or representative basis.
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless 3air and the other 3air Parties from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys' fees) that arise from or relate to: (1) your responsibilities or obligations under these Terms, or (2) your violation of any of the provisions in these Terms.
3air reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this section.
16. FURTHER STEPS
Each Participant agrees to do anything (such as obtaining consents, signing, and producing documents, producing receipts and getting documents completed and signed), which 3air or any other 3air Platform Party asks and considers necessary to:
bind the Participant and any other person intended to be bound in connection with any provision in these Terms; confirm whether the Participant is complying with applicable law and these Terms; comply with its legal, regulatory and governance requirements.
17. NO THIRD-PARTY BENEFICIARIES
These Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.