Terms of service — FIN-TECHAI

Acceptance of these terms

By accessing this website, connecting a wallet, contributing to the $FTAI token sale, or using the FIN-TECHAI API, you enter a binding agreement with Fin-techAI Foundation, a non-stock foundation organised under the laws of the State of Delaware, United States ("FIN-TECHAI", "we", "us").

You confirm that you have read these terms and the privacy policy, that you understand them, and that you accept them without reservation. Your continued use of the services is ongoing acceptance.

Definitions

$FTAI — the utility token described in the whitepaper, used to pay for access to the FIN-TECHAI risk layer.
Home — the staged sale of the presale allocation of $FTAI conducted before token launch.
Contribution — a transfer of a supported digital asset to a published sale address in exchange for an entitlement to $FTAI.
Supported assets — ETH on Ethereum, SOL on Solana, and TRX on Tron.
Token launch — the date on which $FTAI becomes claimable and transferable, announced through an official FIN-TECHAI channel.
Services — this website, the presale, the API, the documentation, and any related interface we operate.
US person — has the meaning given in Rule 902(k) of Regulation S under the US Securities Act of 1933.

Eligibility and restricted jurisdictions

To contribute you must be at least 18 years old, have full legal capacity to enter this agreement, and act on your own behalf and not as an undisclosed agent for another person.

The presale is not offered to, and may not be accessed by, any person who is a citizen or resident of, or located or incorporated in, Cuba, Iran, North Korea, Syria, Russia, Belarus, Myanmar, Afghanistan, Ukraine or Venezuela. You must not use a VPN, proxy or any other means to disguise your location in order to contribute.

United States. The presale is open to US persons on the following basis. Participation is offered only under Rule 506(c) of Regulation D promulgated under the US Securities Act of 1933, and only to persons who qualify as accredited investors within the meaning of Rule 501(a) of Regulation D. If you are a US person you must complete our verification process, including accredited-status verification where the exemption requires it, before your contribution is accepted. Participation may additionally be restricted or unavailable to residents of New York and Hawaii under state law. $FTAI has not been registered under the US Securities Act of 1933 or under any state securities law.

European Union and United Kingdom. The presale is open to EU and UK residents. Nothing on this website is a prospectus under Regulation (EU) 2017/1129 or a financial promotion approved by an authorised person under section 21 of the UK Financial Services and Markets Act 2000, and no EU or UK regulator has reviewed or approved it.

You are responsible for determining whether your participation is lawful where you live. If it is not, you must not contribute. We may refuse, restrict, suspend or reverse any contribution that we reasonably believe breaches this clause, and we may require identity, residency, accredited-status or source-of-funds verification before releasing tokens.

Nature of $FTAI

$FTAI is a utility token. It is the means of payment for access to the FIN-TECHAI risk layer and for the governance rights described in the whitepaper, and it is priced according to usage of that layer.

$FTAI is not a security, share, bond, unit in a collective investment scheme, deposit, e-money, derivative or investment product of any kind. It confers no ownership interest in Fin-techAI Foundation, no entitlement to profits, dividends, revenue, interest or liquidation proceeds, and no claim against any entity or asset.

Nothing in the services is an offer or solicitation to buy or sell a security in any jurisdiction where such an offer would be unlawful, and nothing on this website is a prospectus or offering document. This is our position on the character of the token; it is not a determination by any regulator, and a court or regulator in your jurisdiction may reach a different conclusion, including in the United States, the European Union or the United Kingdom. Where we sell into a jurisdiction under an exemption, we do so on the terms of that exemption and the restrictions in clause 03 apply.

The presale

The presale is conducted in stages. Each stage has a published price per $FTAI and a published allocation cap. Prices increase between stages. Unsold allocation from a closed stage rolls into the next stage.

Your price is the stage price in effect when your contribution is settled on-chain, not when you submit it. Where a contribution arrives as a stage closes, the price applied is that of the stage in effect at settlement. Quoted amounts in the interface are estimates based on third-party market rates and are not guarantees of the tokens you will receive.

The minimum contribution is the equivalent of US$100 in a supported asset, measured at the market rate applied at settlement. Contributions must be sent only in a supported asset, on its native chain, and only to a sale address published by us through an official channel. Assets sent in any other token, on any other chain, or to any other address are unrecoverable, and we accept no liability for them.

We may adjust stage timing, extend or close a stage early, change unsold allocations, or cancel the presale where we consider it necessary for legal, security or operational reasons.

Contributions are final

All contributions are final. There is no cooling-off period, no cancellation right and no refund, including where the market price of $FTAI after launch is below the price you paid, where the token launch is delayed, or where you change your mind.

We will refund only where we cancel the presale entirely, or where we are required to do so by law or by a competent authority. Any refund is made in the asset contributed, to the originating address, less unavoidable network fees, and its value in your local currency may differ from the value at the time of contribution.

Mandatory consumer rights. Nothing in this clause removes a right you hold under consumer law that cannot lawfully be excluded. If you are a consumer resident in the European Union or the United Kingdom, your statutory rights — including any applicable right of withdrawal — survive this clause, and to the extent they conflict with it they prevail. If you are resident in the United States, some states do not permit the exclusion of certain rights or remedies, and in those states this clause applies only to the extent the law allows.

Token delivery and claim

Contributing gives you an entitlement to $FTAI, not immediate delivery. Tokens become claimable at token launch through the claim interface we publish, and you claim them from the same wallet that made the contribution. We cannot reassign an entitlement to a different wallet.

We have not fixed a token launch date in these terms. Any date we publish is a target, not a contractual commitment, and may move for technical, security or regulatory reasons. Unclaimed entitlements remain claimable for twelve months from token launch, after which they may be returned to the treasury.

Vesting and transfer restrictions. Presale tokens are released on the vesting schedule published in the whitepaper: 25% released at token launch, and the remaining 75% released in three equal quarterly instalments over the following nine months. Until an entitlement has vested you may not sell, pledge, assign or otherwise transfer it. Where tokens are sold to US persons under an exemption they are restricted securities for US law purposes and may not be resold except pursuant to registration or an available exemption, and we may apply the twelve-month holding period contemplated by Rule 144 and legend or lock the relevant allocation accordingly.

Holder benefits

The benefits described on the presale page — including entry in the founding registry, governance participation and any presale-holder allocations — are terms of this agreement and apply to the wallet that claims the tokens.

Benefits attach to that wallet. Selling, bridging or transferring the position does not transfer them, and they do not follow the tokens to a new holder. Benefits are not a return on investment, a share of profit or a promise about the token's price, and we may vary the mechanics by which a benefit is delivered where the original mechanism becomes impractical, provided the substance is preserved.

Wallets and security

You are solely responsible for your wallet, its private keys and its seed phrase, for verifying every address before you send funds, and for the security of the device and network you use. We never hold your keys, cannot recover them, and cannot reverse a transaction you have signed.

We will never contact you first to ask for a seed phrase, a private key, a signature or a payment, and there is no sale address other than one published through an official FIN-TECHAI channel. Losses arising from phishing, impersonation, malicious approvals, compromised devices, or funds sent to an address you did not verify are your own.

No advice

Nothing in the services is financial, investment, legal, tax or accounting advice, and no content on this website is a recommendation to acquire, hold or dispose of any digital asset. We are not your adviser, broker or fiduciary. Take independent professional advice before contributing.

Risk disclosure and acknowledgement

This clause is the risk disclosure for the presale. It forms part of these terms, and you accept it when you accept them. You acknowledge and accept that:

the price of $FTAI is volatile and may fall to zero;
you may lose the entire value of your contribution;
a liquid market for $FTAI may never develop, and listings are not guaranteed;
smart contracts may contain defects notwithstanding audit, and an audit is not a warranty of security;
blockchain networks may congest, fork, halt or fail, and transactions cannot be reversed;
the regulatory treatment of digital assets may change and may restrict or prohibit the token or the services in your jurisdiction;
the roadmap is a statement of intent, and features, timing and third-party integrations may change or not be delivered;
the legal and tax character of $FTAI is unsettled, and a regulator or court — including in the United States, the European Union or the United Kingdom — may treat it differently from the way it is described in clause 04, which may restrict your ability to hold, claim, transfer or realise value from it;
where you acquire $FTAI under a securities-law exemption, your holding is subject to resale restrictions and may be illiquid for a prolonged period.

Contribute only what you can afford to lose entirely. No government compensation or deposit-guarantee scheme covers your contribution, and it is not protected by the US Securities Investor Protection Corporation, the UK Financial Services Compensation Scheme, or any equivalent body.

Compliance, sanctions and AML

You represent that you are not subject to sanctions administered or enforced by the US Office of Foreign Assets Control, the United Nations, the European Union, the United Kingdom, the Swiss State Secretariat for Economic Affairs, Global Affairs Canada, or the Australian Department of Foreign Affairs and Trade, are not acting for a sanctioned person, and are not located in a sanctioned territory. You represent that the assets you contribute are lawfully yours and are not the proceeds of crime.

We operate blockchain analytics on contributing addresses and may screen, delay, block or report a contribution, withhold a claim, or terminate your access, where we identify sanctions exposure, illicit-source indicators or a legal obligation to do so. We may share information with regulators, law enforcement and financial-crime bodies where required.

Taxes

You are solely responsible for determining, reporting and paying any tax arising from your contribution, claim, holding or disposal of $FTAI. We do not withhold tax and make no representation about the tax treatment of any transaction.

Where the law requires it we will collect tax documentation and report. If you are a US person you must provide a valid Form W-9 or W-8 on request, and we may be required to report your transactions to the Internal Revenue Service, including on Form 1099-DA, and to withhold where you do not provide the documentation. If you are resident in the European Union or the United Kingdom, we may be required to report your holdings and transactions to your tax authority under DAC8 or the OECD Crypto-Asset Reporting Framework. We may withhold a claim until the documentation we need is provided.

Prohibited conduct

You must not: use the services for money laundering, terrorist financing, fraud or any unlawful purpose; manipulate the market for $FTAI, including by wash trading or coordinated price activity; misrepresent your identity, jurisdiction or the source of your funds; impersonate FIN-TECHAI or publish a sale address as if it were ours; probe, scrape, overload or interfere with the services or the API; circumvent rate limits or access controls; or reverse engineer any part of the risk layer except as permitted by law.

We may suspend or terminate access immediately for breach of this clause.

Intellectual property

The FIN-TECHAI name, logo, wordmark, website, documentation, models, and the software behind the risk layer are owned by Fin-techAI Foundation or its licensors. Nothing in these terms transfers any right in them to you. Holding $FTAI grants a right to use the services in accordance with these terms; it grants no licence to our brand or technology.

Any feedback you send us may be used without restriction or compensation.

API terms. Your use of the FIN-TECHAI API — including licence scope, permitted use, rate limits, service availability and suspension — is governed by the API terms published on the API page at fin-techai.com/api/terms. Those terms form part of this agreement in respect of the API. Where they conflict with these terms on a matter specific to the API, they prevail; on all other matters these terms prevail.

Third-party services

The services rely on third parties we do not control, including blockchain networks, wallet providers, price feeds, custodians, auditors and infrastructure hosts. Market prices shown in the interface come from third-party feeds, are indicative, and may be delayed or wrong. We are not responsible for the availability, accuracy, security or conduct of any third party, and links to third-party material are not endorsements.

Disclaimers

The services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. Some jurisdictions, including certain US states, do not allow the exclusion of implied warranties, so parts of this clause may not apply to you.

We do not warrant that the token will have any particular value or utility, that the presale will complete, that the token launch will occur on any date, that any score or signal produced by the risk layer is accurate or fit for any decision you take, or that the services will be available in your jurisdiction.

Limitation of liability

To the fullest extent permitted by law, neither Fin-techAI Foundation nor its officers, employees, contractors or agents is liable for any indirect, incidental, special, consequential, exemplary or punitive loss, or for loss of profit, revenue, goodwill, data, opportunity, or the value of any digital asset, however arising.

Our total aggregate liability arising out of or in connection with these terms is limited to the greater of (a) the value of the contribution you made to the presale, measured at the time of that contribution, and (b) US$1,000. Nothing in these terms excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded — including a consumer's non-excludable statutory rights in the European Union or the United Kingdom, and rights that cannot be limited under the law of a US state that applies to you. Some jurisdictions do not allow the limitation of incidental or consequential damages, so parts of this clause may not apply to you.

Indemnity

You will indemnify and hold harmless Fin-techAI Foundation and its personnel against any claim, loss, liability, penalty or reasonable cost, including legal fees, arising from your breach of these terms, your breach of law or of any third-party right, or your misuse of the services.

Changes to these terms

We may amend these terms. The version in force is the one published on this page, identified by the version and date at the top. Where a change is material we will give notice through an official channel before it takes effect. Continued use of the services after that date is acceptance of the amended terms. The terms in force at the time of your contribution govern that contribution.

Governing law and disputes

These terms and any dispute arising out of them are governed by the law of the State of Delaware, United States, without regard to conflict-of-laws rules.

Before commencing formal proceedings you agree to contact us and attempt to resolve the dispute in good faith for 30 days. Any unresolved dispute will be settled by binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wilmington, Delaware, and conducted in English. You agree to bring claims only in your individual capacity and not as claimant or class member in any purported class or representative proceeding, and, where the law permits, you and we waive any right to trial by jury.

If you are a consumer resident in the European Union or the United Kingdom, nothing in this clause deprives you of the right to bring proceedings in the courts of your place of residence or to rely on the mandatory consumer-protection law of that country. If you are resident in the United States, arbitration is administered instead under the AAA Consumer Arbitration Rules, seated in Wilmington, Delaware; you may bring an individual claim in small-claims court instead; and you may opt out of arbitration entirely by writing to the legal contact below within 30 days of first accepting these terms, and the class-action and jury waivers above are severable: if either is held unenforceable as to a claim, that claim proceeds in court.

General terms and contact

These terms, together with the privacy policy and the API terms, are the entire agreement between us on this subject. If any clause is held unenforceable, the remainder stands. Our failure to enforce a term is not a waiver of it. You may not assign your rights under these terms; we may assign ours to an affiliate or successor. No third party has rights under these terms.

Force majeure — we are not liable for any delay or failure to perform caused by an event beyond our reasonable control, including network outage, chain halt or fork, a change in law, regulatory action, denial-of-service or other attack, failure of a third-party provider, war, civil unrest, natural disaster or epidemic. Where such an event persists for more than 60 consecutive days, either of us may terminate this agreement, and clause 06 governs whether any refund is due.
Survival — clauses 04, 06, 10, 11, 13, 15, 17, 18, 19, 21 and this clause survive termination or expiry, together with any other clause that by its nature is intended to survive.
Notices and electronic communications — you consent to receive notices, disclosures and any amendment electronically, by publication on this website or by email to the address you registered. A notice we publish takes effect when published; a notice we email takes effect when sent. Notices to us must go to the legal contact below and take effect when we acknowledge receipt. You may withdraw consent to electronic communication only by ceasing to use the services.
Language — the English text of these terms governs. Any translation is provided for convenience only, and in the event of a discrepancy the English version prevails.
No partnership — nothing in these terms creates a partnership, joint venture, agency, fiduciary or employment relationship between us.
Headings — clause headings and numbers are for convenience and do not affect interpretation.

Questions about these terms: legal@fin-techai.com.