Thank you for visiting our Insider Trading Policy. Please read this Insider Trading Policy ("Trading Policy" or "Policy") carefully because they govern your use of the "Skll Klub Limit Less" brand, original collection of 908 NFT's. the website located at https://skll-mint.vercel.app/ and the content and functionalities accessible via the website ("Site") offered by "Skll Klub Limit Less" (referred to in these Terms as either "Skll Klub Limit Less", "us", "we", "ours", "team" or "Company") "Skll Klub Limit Less" provides its services (described below) and related content to you ("you" or "User").
Purpose:
Skll Klub Limit Less has adopted this NFT Insider Trading Policy ("Policy") to help ensure that:
- Company and any Insiders (defined below) connected to any project involving the creation; marketing, distribution, and/or sale of non-fungible tokens ("NFTs") by or on behalf of Company ("Project") comply with applicable laws.
- Any distribution of NFT's by Company to Insiders in connection with a Project is conducted fairly and on equal footing with distributions to the public.
- Company, the Project, and Insiders do not have even the appearance of improper insider trading.
Scope:
- "Insiders" include all directors, officers, employees of Company and any other Individuals Company may designate because they may have access to material nonpublic information concerning a Project ("Inside Information"). Including any artists, developers, project managers, contractors, consultants or other individuals who are providing services in connection with Company or the Project, as well as all of the employees, representatives, affiliates, family member and others in the households of the aforementioned individuals.
- This Policy applies to any and all transactions involving NFT's issued by or on behalf of Company, including minting NFT's and both primary and secondary sales.
Guidance:
- Generally Prohibited Activity As a general matter, an Insider may not use or disclose to any third party any Inside Information about Company or a Project to the advantage of the Insider or any other person in connection with the purchase, sale or other transaction involving an NFT.
- Specific Rules and Prohibitions Without in any way limiting the foregoing general prohibition, the following is a non-exhaustive list of specific rules and prohibitions under this Policy:
- NFT's, must be allocated to token holders including Insiders at random.
- Randomness must be verifiable to the public using NFT provenance hashing or other technology.
- No buying or selling NFT's on the secondary market (including through any peer-to-peer transactions) until the collection revealed.
- No buying or selling NFT's on the secondary market (including through any peer-to-peer transactions) until seven (7) days after such NFT's are first made available to the public.
- No buying or selling NFT's on the secondary market (including through any peer-to-peer transactions) within five (5) days of any announcement or planned announcement relating to the Project that an Insider knows about in advance and is material.
- No engaging in any activity that may be considered "front-running", "wash trading", "pump and dump trading", "ramping", "cornering" or fraudulent, deceptive or manipulative trading activity. Including without limitation, engaging in any of the following activities for the purpose of creating or inducing a false, misleading or artificial appearance of activity or value in any NFT:
- facilitating the trading of any NFT at successively lower or higher prices;
- executing or causing the execution of any transaction involving the NFT which causes no material change in the beneficial ownership thereof;
- participating in, facilitating, assisting or knowingly transacting with any person for the purpose of artificially, unfairly or deceptively influencing the market price of an NFT;
- Otherwise artificially, unduly or improperly influencing the market price for any NFT in any manner, including without limitation on or through social media;
- No "tipping" of Inside Information to any person or entity.
- No use of rarity snipers (e.g., Rarity Sniper, Trait Sniper, rarity.Tools, icy.Tools) or similar services at any time in connection with any Project by or in collaboration with Company.
Determining whether information is Material and Nonpublic:
- Definition of "Material" Information
- There is no bright line test for determining whether particular information is material. Such a determination depends on the facts and circumstances unique to each situation and can't be made solely based on the potential financial impact of the information.
- In general, information about Company or a Project should be considered "material" if:
- A reasonable purchaser of NFTs would consider the information significant when deciding whether to buy or sell NFTs; or
- The information, if disclosed, could be viewed by a reasonable purchaser of NFTs as having significantly altered the total mix of information available in the marketplace about Company or the Project.
- While it is impossible to identify every type of information that could be deemed "material," the following matters shall be considered material:
- Rarity tables.
- The rarity of each individual trait, layer or element included in the Project.
- Upcoming airdrops.
- Upcoming announcements by or on behalf of Company.
- Upcoming events by in collaboration with or on behalf of Company.
- Potential, future and ongoing collaborations and partnerships.
- Potential and future utility (including, without limitation, any products, benefits, services, privileges, rights or opportunities) to be offered to NFT holders.
- New key members of Company or Project team, including executives, officers, directors, employees, contractors or investors.
- Definition of "Nonpublic" Information is "nonpublic" if it has not been made known to the general market of purchasers or potential purchasers of NFT's through a widely circulated news or wire source or social media channel operated by Company or authorized by Company to make such information public.
Remedies for Violation:
- Failure to comply with this NFT Insider Trading Policy may constitute not only a breach of contract with Company, but also may violate applicable criminal and civil law. In the event that Company determines that an Insider violated the NFT Insider Trading Policy, the Insider agrees, upon Company's instruction to immediately disgorge and transfer to Company or any recipient of Company choosing, any/all NFT's or profits gained because of such violation as well as any compensation Insider received from Company under their applicable contract. Insider agrees to promptly pay and fully satisfy any/all sanctions, fines, losses, judgments or expenses including without limitation, costs of settlement and attorneys' fees, incurred or sustained by Company because of Insider's failure to comply with this Policy. The foregoing remedies are in addition to any other remedies, both legal and equitable, available to Company under the law.
Contact Information:
- If you have any questions about this Insider Trading Policy, please contact us.