Dated as of 7 December 2020

WALP Entertainment S.R.L ("WALP Entertainment S.R.L ") will be conducting a free distribution of cryptographic tokens (the "FEY Token Distribution Event") as described fully herein.  The cryptographic tokens that are generated and distributed are based on the ERC-20 Token Standard established by the Ethereum Foundation and are called "FEY." Such tokens will be referred to herein as "Feyorra", "FEY Tokens" or "FEY."

WALP Entertainment S.R.L is a Costa Rican Company.  WALP Entertainment S.R.L 's registered office is at Montes de Oca, San José, Costa Rica.  WALP Entertainment S.R.L  is generally subject to the laws of the Costa Rica.

FEY 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.  FEY Tokens do not represent ownership of any physical asset, and they will not be redeemable.  

FEY Tokens have an expected future usage solely as a utility token for the WALP Entertainment S.R.L  Applications, and such usage will involve active participation to ensure that their function and value proposition are realized, as more fully described in Article III (" WALP Entertainment S.R.L Applications") below. WALP Entertainment S.R.L  does not contemplate that there will be any economic return from receiving FEY Tokens, and you should not obtain FEY Tokens for any speculative purposes.  Participation in the FEY Token Distribution Event should be without expectation of any profit, dividend, capital gain, financial yield or any other return, payment or income of any kind.

Participation in the FEY Token Distribution Event may carry certain risks that could lead to a loss, including a total loss, of the value of FEY (for more details, see Article IV "Risk Factors" below).  There can be no assurance that the objectives or utility of the FEY Token and the WALP Entertainment S.R.L Applications will be achieved, or that FEY Tokens shall ever hold or maintain value.

The information in these Terms does not constitute a recommendation by WALP Entertainment S.R.L , or any other person, nor does it constitute advice on the merits of participation in the FEY Token Distribution Event.  The information in these Terms do not necessarily identify, or purport to identify, all the risk factors associated with the FEY Token Distribution Event.  Participants must make their own independent assessment, after making such investigations as they consider necessary, of the merits of participating in the FEY Token Distribution Event.  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 receiving FEY 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 FEY Token Distribution Event, 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.   WALP Entertainment S.R.L does not offer to sell FEY Tokens and is not soliciting the participation in the FEY Token Distribution Event  in any jurisdiction or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

These Terms are based on the law and practice in force in the Costa Rica  at the relevant time and is subject to changes therein.  In the event of any dispute between WALP Entertainment S.R.L  and a Participant, such dispute shall be determined pursuant to the arbitration provision detailed in Article IV, Sections L "Submission to Arbitration" and Section M "Waiver of Class Action Rights and Class Wide Arbitration."

These Terms are as of the date first stated above.  WALP Entertainment S.R.L  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 WALP Entertainment S.R.L  website for any announcements that relate to the FEY Token Distribution Event, as they may add to, or alter, these Terms.

I.  DEFINITIONS; INTERPRETATION

A.  Definitions

"FEY Smart Contract" means the Smart Contract that automates the issuance and distribution of the FEY Token.

"FEY Smart Contract Address" means the ETH address

https://etherscan.io/token/0xe8e06a5613dc86d459bc8fb989e173bb8b256072

"FEY Token Distribution Event " means the Token Distribution Event, as applicable.  All such distribution of FEY Tokens, along with any sales announced and organized by WALP Entertainment S.R.L.

"FEY Tokens"  means the cryptographic tokens named WALP Entertainment S.R.L, and utilizing the symbol "FEY," which shall be distributed during the FEY Token Distribution Event.  

"Participant " means any person or entity participating or attempting to participate in a FEY Token Distribution Event.  Collectively, such persons or entities shall be referred to as the " Participants."

The "Terms" means these Terms and Conditions of FEY Token Distribution Event , including 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.

Uniswap” means the decentralized cryptocurrency exchange http://uniswap.org/.

The "United States" means the United States of America (including the S tates 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 "WALP Entertainment S.R.L"  means WALP Entertainment S.R.L , a Costa Rican Company and the issuer of FEY Tokens during the FEY Token Distribution Event.

"WALP Entertainment S.R.L Applications " means the software applications developed by WALP Entertainment S.R.L or WALP Entertainment S.R.L Parties, as described further in Article III below.

"WALP Entertainment S.R.L Parties " means WALP Entertainment S.R.L and their parent companies, subsidiaries, affiliates, agents, representatives, predecessors, advisors, and the successors and assigns of each of the foregoing.

The "Website" means https://feyorra.com

B.  Interpretation; Forward looking statements; Translations 

In these Terms, unless the context otherwise requires:

  1. words importing the singular include the plural and vice versa;
  2. words which are gender neutral or gender specific include each gender;
  3. other parts of speech and grammatical forms of a word or phrase defined in these Terms have a corresponding meaning;
  4. an expression importing a natural person includes a company, partnership, joint venture, association, corporation or other body corporate and a government agency;
  5. a reference to "includes" means to include without limitation;
  6. a reference to a law is a reference to such law as amended, consolidated or replaced;
  7. a reference to a document includes all amendments or supplements to such document, or replacements or innovations of it;
  8. a reference to an entity in these Terms includes that entity's successors and permitted assigns;
  9. all references to currencies or cryptocurrencies shall include any successor currency or cryptocurrency, as the case may be; and
  10. 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 FEY Tokens and/or the WALP Entertainment S.R.L may differ materially from those reflected or contemplated in such forward looking statements.

II.  THE TOKEN DISTRIBUTION EVENTS

A.        FEY Tokens

The cryptographic tokens to be distributed by WALP Entertainment S.R.L  are a new cryptographic digital token conforming to the Ethereum ERC-20 standard named. They shall utilize the symbol "FEY," and will be divisible up to 8 decimal places.  They will be able to be held in a digital wallet and will be able to be transferred to other digital wallets.  Such new cryptographic tokens shall be referred to herein as "FEY" or "FEY Tokens."

FEY Tokens are utility tokens designed to be used on WALP Entertainment S.R.L  Applications.  It is intended that FEY Tokens will provide certain functionalities within the WALP Entertainment S.R.L  Applications.  FEY Tokens have an expected future usage solely as a utility token within the WALP Entertainment S.R.L  Applications, and such usage will involve active participation in such WALP Entertainment S.R.L  Applications to ensure that its function and value proposition are realized.

FEY 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.  FEY Tokens do not represent ownership of any physical asset.   WALP Entertainment S.R.L  does not guarantee or suggest any economic return from receiving FEY Tokens, and you should not use FEY Tokens for any speculative purposes.  Participation in any FEY Token Distribution Event 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, or on the Website should be understood, deemed, interpreted or construed, under the laws of any applicable jurisdiction, to equate FEY Tokens to any kind of:

1.  money, legal tender or currency, whether fiat or otherwise;

2.  equity or proprietary interest in any entity, scheme or venture;

3.  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);

4.  instrument, entity, scheme or venture that participates or receives any dividend, payment, profit, income, distribution or other economic returns;

 

5.  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

6.  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 FEY Token Distribution Event (a "Participant") shall have the sole responsibility to attend to and exercise due care with regard to delivery of FEY Tokens during the FEY Token Distribution Event.  

Further, once FEY Tokens are delivered to a Participant's digital wallet, Participant should ensure the private FEY(s) relating to such digital wallet are stored securely.   WALP Entertainment S.R.L  shall not be liable for any loss or theft after delivery (or simultaneously at the time of attempted delivery) of FEY Tokens to the participant's digital wallet, regardless the reason for such loss or theft.

B.        Token Distribution Procedure

1.          In order to receive FEY Tokens via Liquidity  Mining, Participants will be required to provide liquidity to the FEY/ETH trading pairs available for trading in the decentralized exchange Uniswap. The procedure is as follows:

  1. The Participant shall enter the site https://app.uniswap.org/#/pool
  2. The Participant shall add liquidity to either the FEY/ETH or the FEY/USDT trading pair
  3. As soon as the Participant adds liquidity to the abovementioned trading pairs, the participant shall receive a unique cryptographic token.
  4. The Participant shall transfer the abovementioned cryptographic token to the FEY Smart Contract.
  5. The Smart Contract will automatically distribute to the Participant the designated amount of FEY Tokens.

        2.          In order to receive FEY Tokens via Wager Mining , Participants will be required to bet on              

                games offered by WALP Enterianment.

        

        

        3.         In order to receive FEY Tokens via Faucet, Participants will be required to enter

                faucetpay.io/fey/faucet. Selected participants will be able to “Claim” FEY token via a button

                click.

C.        Use of FEY Tokens Held by the WALP Entertainment S.R.L Parties

The WALP Entertainment S.R.L Parties will be granted a significant number of FEY Tokens, totaling at least 100% of the Maximum Supply, grouped into 5 major pools.

  1. The Distribution Pool : This pool of FEY Tokens will be utilized by WALP Entertainment S.R.L Parties for further Token Distribution Events. This pool shall receive 75% of the Total Maximum Supply.
  2. The Founder Team, Overhead and Reserve Pool :  This pool of FEY Tokens will be utilized by WALP Entertainment S.R.L Parties to compensate and incentivize the Founder Team. This pool shall receive 10% of the Total Maximum Supply
  3. The Marketing Pool: This Pool of FEY Tokens will be utilized by WALP Entertainment S.R.L Parties to fund marketing expenses related to the FEY Token Distribution Event and the commercialization of the WALP Entertainment S.R.L Applications . This pool shall receive 5% of the Total Maximum Supply
  4. The Development Pool: This Pool of FEY Tokens will be utilized by WALP Entertainment S.R.L Parties to fund marketing expenses related to the FEY Token Distribution Event and the commercialization of the WALP Entertainment S.R.L Applications . This pool shall receive 5% of the Total Maximum Supply
  5. The Legal Expenses Pool: This Pool of FEY Tokens will be utilized by WALP Entertainment S.R.L Parties to fund legal expenses related to the FEY Token Distribution Event and the commercialization of the WALP Entertainment S.R.L Applications . This pool shall receive 5% of the Total Maximum Supply

III.        WALP Entertainment S.R.L

A.        WALP Entertainment S.R.L Applications

WALP Entertainment S.R.L and the WALP Entertainment S.R.L parties develop and operate a number of platforms, specifically;

  1. The FaucetPay Platform (“FaucetPay”) [Micropayment Platform]
  2. Smart Contract Staking (“Feyorra.com/stake”)  [Decentralized Staking UI]
  3. OTHER APPLICATIONS

B.        Expected Utility of FEY Tokens

Discounts of diverse products and services offered by WALP Entertainment.

IV.        RISK FACTORS

Participation in a FEY Token Distribution Event will involve significant risks due to, among other things, the rapidly evolving, technological, legal and regulatory environment of cryptocurrencies, which could negatively impact FEY Tokens and WALP Entertainment S.R.L.  Further, WALP Entertainment S.R.L  believes that there are numerous risks involved in the development, maintenance and running of WALP Entertainment S.R.L  Applications and the FEY Smart Contract, many beyond the control of the WALP Entertainment S.R.L  Parties, and such risks could jeopardize the value and utility of FEY Tokens within the WALP Entertainment S.R.L Application.

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 WALP Entertainment S.R.L, and WALP Entertainment S.R.L  Parties, weighing all risks involved with a FEY Token Distribution Event.  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 a FEY Token Distribution Event.

Each Participant in a FEY Token Distribution Event 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 a FEY Token Distribution Event.  Such decision must be made with a full awareness of the risks involved, which include the risk of a total loss of FEY Tokens, or a total loss of the utility or value of FEY Tokens.

C.        WALP Entertainment S.R.L Parties may hold a High Percentage of the Total Maximum Supply

         It is expected that WALP Entertainment S.R.L and the WALP Entertainment S.R.L parties may control and hold a high percentage of the Total Maximum Supply of FEY Tokens. The amount of FEY Tokens held by Participants (or their transferees) may be overshadowed by the amount held by the WALP Entertainment S.R.L Parties and others, i.e. , the actions of the majority may adversely affect the value of the FEY Tokens held by the minority.  For example, the WALP Entertainment S.R.L Parties may release, distribute or otherwise utilize their FEY Tokens in a manner that may be contrary to the interests of the Participants.  

D.        Regulatory Measures

Regulation of cryptocurrencies and blockchain technologies, which include FEY Tokens, and of transactions such as the FEY Token Distribution Event  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.  The WALP Entertainment S.R.L or the WALP Entertainment S.R.L  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 WALP Entertainment S.R.L or with the distribution of FEY Tokens.  In such a case, the value or utility of FEY Tokens within the WALP Entertainment S.R.L may be negatively affected, or may even decrease to zero.  There is no guarantee that the FEY Token Distribution Event , FEY Tokens, and/or WALP Entertainment S.R.L  will not suffer as a result of new laws or regulations or by the new enforcement or interpretation of current laws or regulations.

E.        Cryptography

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 FEY Tokens.  These advances could result in the theft, loss, disappearance, destruction or devaluation of FEY Tokens.  There can be no guarantee that the value or security of FEY Tokens will not be destroyed or negatively impacted by the future developments in the field of cryptography.

F.        Development of WALP Entertainment S.R.L Applications May Fail or be Aborted

WALP Entertainment S.R.L Applications may not be fully developed or integrated before, during or after the FEY Token Distribution Event .  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 WALP Entertainment S.R.L Parties, in charge with the continued development and improvement of WALP Entertainment S.R.L  Applications, 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 WALP Entertainment S.R.L  Applications could fail or even be aborted in the future, which would likely negatively affect the value and utility of FEY Tokens. There can be no guarantee that WALP Entertainment S.R.L Applications shall be continued to be developed effectively or at all.

G.        FEY Token Distribution Event Proceeds Could be Targeted by Thieves

There have been many documented incidents of thefts and attempted thefts of cryptocurrency.  WALP Entertainment S.R.L and, subsequently, the WALP Entertainment S.R.L  Parties may hold large amounts of cryptocurrency in the form of FEY Tokens or other cryptocurrencies.  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 WALP Entertainment S.R.L or the WALP Entertainment S.R.L  Parties will not be a victim of cryptocurrency theft, the result of which may adversely WALP Entertainment S.R.L  and therefore the value and utility of FEY Tokens.

H.        Source Code Could Contain Significant Flaws

No one can guarantee the source code of WALP Entertainment S.R.L  Applications, the FEY Smart Contract, 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 WALP Entertainment S.R.L Applications and the FEY Smart Contract and consequently adversely impact the value and utility of FEY Tokens.  

I.        WALP Entertainment S.R.L Applications May Have Insufficient Bandwidth

The WALP Entertainment S.R.L  Applications 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 WALP Entertainment S.R.L Applications may from time to time be flooded with requests for transactions that utilizes all its throughput capacity.  This leaves the WALP Entertainment S.R.L Applications largely inaccessible for many users.  If WALP Entertainment S.R.L  Developers are unable to address scalability issues, network congestion may adversely affect the usability of FEY Tokens, thereby decreasing its value and utility.

J.        FEY Tokens May be Lost or Stolen

FEY 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 FEY may render the FEY Tokens on such wallet inaccessible.  Further, if a private FEY is learned or copied by another person, that person will be able to steal the FEY Tokens (and any other cryptocurrency or tokens) stored on the digital wallet.  Participants are required to safeguard the private FEYs of their digital wallets. Neither WALP Entertainment S.R.L nor the WALP Entertainment S.R.L  Parties will be liable for any losses due to any situation in which a private FEY is lost, divulged, destroyed or otherwise compromised.

K.        WALP Entertainment S.R.L May Fail to Gain Traction

FEY Tokens derive their utility and value from WALP Entertainment S.R.L Applications.  The WALP Entertainment S.R.L  applications are in its infancy and are not expected to have a significant user base before, during or after the FEY Token Distribution Event .  There is no guarantee that any planned offerings will materialize, or that the WALP Entertainment S.R.L  Parties will have the resources, leadership or vision to create and sustain thriving WALP Entertainment S.R.L Applications.

L.        FEY Tokens are Not Meant to be Traded on an Exchange

FEY 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 FEY Tokens on a market outside of WALP Entertainment S.R.L is not the objective or responsibility of the WALP Entertainment S.R.L or the WALP Entertainment S.R.L  Parties.  There may be no cryptocurrency exchange or other marketplace facilitating FEY Tokens for trade or exchange with cryptocurrency or fiat currency.  Further, should FEY Tokens ever be listed for trade on an outside market or on a cryptocurrency exchange, neither WALP Entertainment S.R.L nor the WALP Entertainment S.R.L  Parties will be obliged to concern itself with, or to take action with regard to the pricing, supply or regulation of FEY Tokens on such market or exchange.

M.        WALP Entertainment S.R.L  Platform Governance May be Insufficient to Prevent Conflicts of Interest or Breaches of Fiduciary Duties

Certain WALP Entertainment S.R.L Parties may have substantial influence on the setup, governance and initial operations of WALP Entertainment S.R.L and the FEY Blockchain. WALP Entertainment S.R.L  Parties may have the ability to exert influence in order to give itself a competitive or economic advantage within WALP Entertainment S.R.L .  There is no guarantee that any governance of WALP Entertainment S.R.L can prevent, restrict or deter WALP Entertainment S.R.L  Parties or other entities 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.

N.        Potential Misuse of WALP Entertainment S.R.L Applications, 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 WALP Entertainment S.R.L  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 WALP Entertainment S.R.L or holding FEY Tokens. In such circumstances, the prospects and viability of WALP Entertainment S.R.L  may be adversely impacted. There is no guarantee that WALP Entertainment S.R.L  will be free from all inappropriate, illegal or immoral use at any time.

O.        Unexpected Tax Consequences May Arise from holding or transacting in FEY Tokens 

The taxation of cryptographic and utility tokens is an evolving area of law and often varies widely between jurisdictions.  Participation in a FEY Token Distribution Event 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 a FEY Token Distribution Event.   WALP Entertainment S.R.L and the WALP Entertainment S.R.L  Parties expressly disclaim responsibility and liability for the tax treatment and tax obligations arising from participation in a FEY Token Distribution Event.

P.        Lack of Participation May Harm the Development of the WALP Entertainment S.R.L Applications

Participants in FEY Token Distribution Event are urged to be actively involved in the WALP Entertainment S.R.L  Applications, whether as a consumer or active participant in development.  It is through this active involvement that WALP Entertainment S.R.L  will grow, thus increasing utility and value to FEY Tokens.  However, there is no guarantee that enough persons and entities will remain sufficiently active for WALP Entertainment S.R.L Applications to flourish long term.

Q.        Terms and Conditions of the FEY Token Distribution Event May Change at Any Time

If you are a Participant, you will be subject to the terms and conditions of the FEY Token Distribution Event in order to receive your FEY.  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.

R.        Not all WALP Entertainment S.R.L Platform, Services and Goods Will be Available to Every User

It is expected that some of the applications, services and goods offered on WALP Entertainment S.R.L  Applications will be restricted with regard to jurisdiction or user citizenship.  Not every application, service or good offered within the WALP Entertainment S.R.L  Applications 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 FEY Tokens.

V.        TERMS AND CONDITIONS OF PARTICIPATION

A.        DOCUMENTS AND INFORMATION COMPRISING THE TERMS

The full terms and conditions of receiving FEY Tokens during any FEY Token Distribution Event are comprised of:

1.  these Terms

and:

2.  announcements made on the Website at any time before and during the FEY Token Distribution Event.

Participants of FEY Token Distribution Event must  monitor the Website for such announcements.

Collectively, these documents constitute the entire agreement between WALP Entertainment S.R.L and participants in the FEY Token Distribution Event (each, a "Participant," and collectively, the "Participants") about the FEY Token Distribution Event  and supersede any other previous agreements, understandings and negotiations on that subject matter.

B.        ELIGIBILITY FOR PARTICIPATION IN A FEY TOKEN DISTRIBUTION EVENT

These Terms govern the distribtuon and sale of FEY Tokens to prospective applicants who meet the eligibility criteria to participate in a FEY Token Distribution Event.  However, nothing construed herein should be construed as an offer to distribute or a solicitation to distribute FEY Tokens (a) to any person in any jurisdiction in which such offer or solicitation is not authorized, or (b) to any person to whom it would be unlawful to make such offer or solicitation.

In particular the information in these Terms and FEY Token Distribution Event  in general are not intended for, and  is not applicable to (a) any citizen or resident of the United States of America, (b) any citizen or resident of the People's Republic of China, or (c) any citizen or resident of a jurisdiction restricting the use or sale of cryptocurrencies or crypto-tokens; or (d) any citizen or resident of a jurisdiction requiring registration or licensing for activities involving cryptocurrencies or virtual currencies.

It is the responsibility of any person or persons wishing to participate in a FEY Token Distribution Event to inform themselves of, and to observe all applicable laws and regulations of any relevant jurisdiction.

C.        WALP Entertainment S.R.L RIGHTS

  1. WALP Entertainment S.R.L reserves the right to reject any Participant at its absolute discretion at any point during the FEY Token Distribution Event;
  2. WALP Entertainment S.R.L reserves the right to waive or not enforce one or more provisions of these Terms as to any Participant;
  3. WALP Entertainment S.R.L reserves the right to terminate the FEY Token Distribution Event at any time.
  4. WALP Entertainment S.R.L reserves the right to adjust the Maximum Supply or Total Maximum Supply or the amount of FEY Tokens held by WALP Entertainment S.R.L Parties.
  5. WALP Entertainment S.R.L  reserves the right to alter the dates or deadlines for any FEY Token Distribution Event, or to adjust any terms or conditions as to such FEY Token Distribution Event; and
  6. WALP Entertainment S.R.L reserves the right to sell FEY Tokens, and other terms and conditions , as it may determine in its absolute discretion.

D.        NO WALP Entertainment S.R.L WARRANTIES OR REPRESENTATIONS; DISCLAIMER OF LIABILITY

The WALP Entertainment S.R.L  Parties do not make any representation or warranty with respect to the FEY Token Distribution Event or to FEY Tokens.  FEY 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 particular purpose, or any warranty regarding their value, technical specifications, performance or function.  

Further, the WALP Entertainment S.R.L  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:

  1. any person's participation in the FEY Token Distribution Event in violation of any anti-money laundering, counter-terrorism financing or other regulatory requirements that are imposed in any jurisdiction;
  2. any person's participation in the FEY Token Distribution Event in violation of or contravention to any representation, warranty, obligation, covenant or other provision of these Terms;
  3. the exercise of any right by WALP Entertainment S.R.L under these Terms;
  4. unauthorized data interception, interruption, transmission blackout, or delays (due to data volume, server error or otherwise) during the FEY Token Distribution Event;
  5. a delay in transmitting the FEY Tokens after the completion of the Token Distribution Procedure;
  6. a delay in development of WALP Entertainment S.R.L Applications, a failure to meet any anticipated milestones for WALP Entertainment S.R.L Applications, or a failure to timely disclose any information relating to the development of WALP Entertainment S.R.L  Applications;
  7. any error, bug, flaw, defect or otherwise of the source code of WALP Entertainment S.R.L Applications or the FEY Smart Contract or in related code;
  8. any application, program, service or good created on, operated on or connected to WALP Entertainment S.R.L Applications;
  9. any malfunction, breakdown, collapse, or delay caused by the blockchain or by software or FEY Smart Contract conducting the FEY Token Distribution Event;
  10. any loss of FEY Tokens due a failure to (a) safeguard a digital wallet, including the loss, destruction, theft or accidental disclosure of a private FEY, or (b) not utilizing proper type or kind of digital wallet;
  11. 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 FEY Tokens;
  12. any difference, conflict or contradiction between these Terms and any information provided on any third party;
  13. listing or delisting of FEY Tokens on or from any cryptocurrency exchange or market, or the trading of FEY Tokens on the same;
  14. FEY 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 .

E.        PARTICIPANT REPRESENTATIONS AND WARRANTIES 

By participating in a FEY Token Distribution Event, you as a Participant hereby represent and warrant that:

  1. 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;
  2. you have read, understood and agreed to these Terms, and all announcements on the Website;
  3. you have had the opportunity to seek legal, accounting and other professional advice regarding these Terms and the FEY Token Distribution Event;
  4. all information submitted by you for the FEY Token Distribution Event is true, complete, valid and non-misleading;
  5. you are not a person on a Sanction List, and your participation in the FEY Token Distribution Event does not violate any anti-money laundering, politically exposed person or terrorism financing regulations;
  6. 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 Distribution Event from within those countries;
  7. your participation in the FEY Token Distribution Event 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 FEY Token Distribution Event;
  8. you are permitted by the laws of your jurisdiction to participate in the FEY Token Distribution Event, and you are legally permitted and capable to acquire, receive and hold FEY Tokens and cryptographic tokens generally;
  9. you understand distributed ledger technology and cryptographic tokens, and you are fully aware of the risks associated with the same;
  10. you are experienced in and fully capable of operating, maintaining and safekeeping the digital wallet out of which you will receive FEY Tokens;
  11. your rationale for participating in the FEY Token Distribution Event is based solely on the expected future utility of FEY Token within the WALP Entertainment S.R.L  Applications, and you confirm that your receipt of FEY 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;
  12. you understand that FEY 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 FEY Tokens do not represent any right to vote, manage, or share in the profits or proceeds of any entity;
  13. you understand that FEY Tokens do not represent ownership any physical asset, are not a security of any kind, and are not redeemable;
  14. you understand that you are waiving any right to participate in a class action lawsuit or in a class-wide arbitration against the WALP Entertainment S.R.L  Parties;
  15. 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 FEY Token Distribution Event; (b) ownership and use of FEY Tokens; and (c) any subsequent disposition of FEY Tokens;
  16. 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 FEY Tokens or use of WALP Entertainment S.R.L Applications;

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 a FEY Token Distribution Event, and (2) shall survive a Termination Event.

F.        LIMITATION OF LIABILITY; RELEASE

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WALP Entertainment S.R.L OR ANY OF THE OTHER WALP Entertainment S.R.L  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 FEY 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, FEY TOKENS, OR ANY APPLICATION, PRODUCTS OR SERVICES ACCESSED ON WALP Entertainment S.R.L EXCEED THE GREATER OF $100 AND THE AMOUNT RECEIVED BY WALP ENTERTAINMENT S.R.L  FROM THE SALE OF FEY 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 WALP Entertainment S.R.L OR ANY OF THE WALP Entertainment S.R.L  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 FEY TOKEN DISTRIBUTION EVENT OR WALP Entertainment S.R.L APPLICATIONS.

G.        NO WAIVER

From time to time, WALP Entertainment S.R.L may fail to require or strictly enforce compliance with relation to any provision in these Terms.   WALP Entertainment S.R.L 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 WALP Entertainment S.R.L'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 WALP Entertainment S.R.L  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.

H.        SEVERABILITY

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.

I.        GOVERNING LAW AND JURISDICTION

These Terms, and any terms announced on the Website are governed by the laws of the Costa Rica .  Any present or future law which operates to vary the obligations of WALP Entertainment S.R.L  in connection with these Terms with the result that the WALP Entertainment S.R.L  Parties's 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 V section L 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 Costa Rica.

J.        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 FEY Tokens, (any "Dispute") that is not settled by you and WALP Entertainment S.R.L  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:

  1. the law of this section is the Costa Rica law;
  2. the seat of arbitration will be the Costa Rica;
  3. the number of arbitrators will be three;
  4. 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 a Costa Rica  Court; and
  5. the arbitration proceedings will be conducted in English.

Notwithstanding any other provision of these Terms, you agree that WALP Entertainment S.R.L  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).

K.        WAIVER OF CLASS ACTION RIGHTS AND CLASS WIDE ARBITRATION

You agree that any Dispute is personal to you and WALP Entertainment S.R.L  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.

L.        INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless WALP Entertainment S.R.L and the other WALP Entertainment S.R.L  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.

WALP Entertainment S.R.L reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this section.

M.        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 WALP Entertainment S.R.L or any other WALP Entertainment S.R.L Party asks and considers necessary to:

  1. bind the Participant and any other person intended to be bound in connection with any provision in these Terms;
  2. confirm whether the Participant is complying with applicable law and these Terms;
  3. comply with its legal, regulatory and governance requirements.

N.        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.

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