TERMS AND CONDITIONS OF TOKEN GENERATING EVENT
The following Terms and Conditions (“Terms”) govern the Token Generating Event (“TGE”) by the edeXa AG, Kanalstrasse 32, 9490 Vaduz, Principality of Liechtenstein, Reg-Nr: FL-0002.593.297-0 (the “Token Issuer; “Company”) whereby the Token Issuer is transferring to you (the “Token Recipient”; “Token Holder”, “Contributor”) certain cryptographically-secured rights in the form of digital assets (“edeXa Token; Tokens”), as defined below, in exchange for consideration received, as defined below. The Token Recipient and the Token Issuer shall hereinafter be referred to as “Parties”.
PLEASE READ THE FOLLOWING CAREFULLY!
THE EDEXA TOKEN ARE INTENDED TO CONSTITUTE FINANCIAL INSTRUMENTS.. BY ACCEPTING THESE TERMS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS, ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PURCHASING EDEXA TOKEN. IF YOU ARE IN ANY DOUBT AS TO THE NATURE OF THIS TOKEN GENERATING EVENT, THE RISKS INVOLVED OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL ADVISOR. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCEPT THESE TERMS OR AGREE TO RECEIVE ANY EDEXA TOKEN.
The headings in these Terms and the sequence of sections and paragraphs shall not be taken into account in construing these Terms. Unless the context otherwise requires, words (including words defined herein) denoting the singular only shall include the plural and vice versa.
LETTER OF MUTUAL UNDERSTANDING
THE COMPANY INTENDS TO FUNDAMENTALLY MODERNISE THE ENTIRE SUPPLY CHAIN OF COMPANIES AND MAKE EVERYDAY BUSINESS LIFE REVOLUTIONARY. THE AIM IS TO RECORD BUSINESS TRANSACTIONS IN SECONDS, DRASTICALLY INCREASE TRANSPARENCY AND SECURITY AND CREATE SIMPLE INTERFACES. THE SOLUTION OFFERED BY COMPANY IS THE IMPLEMENTATION OF THE BLOCKCHAIN IN THE SUPPLY CHAIN. THE COMPANY WILL CONDUCT A SECURITY TOKEN SALE FOR THE PURPOSE OF RAISING CAPITAL. INVESTORS WILL RECEIVE A CLASSIC DIVIDEND, IN WHICH THEY PARTICIPATE IN EDEXA THROUGH NON-VOTING SHARES (PARTICIPATION CERTIFICATES ACCORDING TO ART. 304a ff PGR) AS DEFINED IN EXHIBIT I ISSUANCE CONDITIONS.
CONTRIBUTORS SHALL BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS FOR THE CONTRIBUTED AMOUNT FOR AN INDEFINITE PERIOD OF TIME. A SUBSCRIPTION OF SECURITY TOKENS INVOLVES A HIGH DEGREE OF RISK, VOLATILITY AND ILLIQUIDITY. A PROSPECTIVE PURCHASER SHALL THOROUGHLY REVIEW THE INFORMATION CONTAINED HEREIN AND THE TERMS OF THIS AGREEMENT AND CAREFULLY CONSIDER WHETHER A SUBSCRIPTION OF SUCH TOKENS IS SUITABLE TO THE CONTRIBUTOR’S FINANCIAL SITUATION AND GOALS.
FORWARD-LOOKING STATEMENTS, INCLUDING THE INTENDED ACTIONS AND PERFORMANCE OBJECTIVES OF THE COMPANY AS EXPRESSED IN THE WHITEPAPER OR OTHER TOKEN PAPERS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER IMPORTANT FACTORS THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE, OR ACHIEVEMENTS OF THE COMPANY IN ITS DEVELOPMENT OF THE PROJECT TOKEN TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. NO REPRESENTATION OR WARRANTY IS MADE AS TO FUTURE PERFORMANCE OR SUCH FORWARD-LOOKING STATEMENTS.
CONTRIBUTOR UNDERSTANDS THAT ANY CONTRIBUTION MADE TO COMPANY IS RISK CAPITAL AND MAY – DEPENDING ON THE PROJECT’S SUCCESS AND FURTHER DEVELOPMENT BY COMPANY – BE IRREVOCABLY LOST. THE PROSPECTIVE CONTRIBUTOR SHALL CONSULT WITH ITS OWN LEGAL, INVESTMENT, TAX, ACCOUNTING, AND OTHER ADVISORS TO DETERMINE THE POTENTIAL BENEFITS, BURDENS, AND OTHER CONSEQUENCES OF SUCH SUBSCRIPTION.
The Token Recipient and the Token Issuer agree as follows:
INTRODUCTION AND SCOPE
- Unless otherwise stated, these Terms shall govern the event of generation and distribution of edeXa Token from the Token Issuer in the TGE during the TGE Period.
- The Token Issuer is the edeXa AG, registered with the number FL-0002.593.297-0 and having its registered office at Kanalstrasse 32, 9490 Vaduz, Principality of Liechtenstein; email email@example.com.
- All edeXa Token are distributed by the Token Issuer exclusively.
- The TGE is conducted only during the TGE Period specified in section 4.
- The proceeds from the TGE will be used in accordance with the Articles of Association of the Token Issuer, as determined by the duly appointed Board of the Token Issuer. More specifically, it is planned that one of the projects approved for financing by the Token Issuer is to build and scale operations of the edeXa AG in full compliance with applicable regulatory requirements, and the roadmap and team as disclosed in the whitepaper.
ELIGIBILITY TO RECEIVE edeXa Token
- To be eligible to take part in the TGE, you must (i) be a legal resident of one of the Non-Restricted Locations; (ii) have full legal capacity to enter into a contract; and (iii) if you are an individual, be at least 18 years old.
- You must represent and warrant to us that you are not acting on behalf of or for the benefit of, anyone else, unless you are acting for and under the direction of the company that employs you or has duly authorized you as their legal representative to participate in the edeXa TGE in their name and on their behalf.
- We may restrict or prohibit access to TGE participation from certain countries, territories, or jurisdictions (“Restricted Locations”). You represent and warrant that you are located in the territory or country which you asserted during the registration process and that you are not located in a Restricted Location. You shall not be eligible to, and you shall not participate in the edeXa TGE under these Terms if you are a citizen, resident (tax or otherwise), green card holder (or similar) of: Any other Country outside the European Union (EU) or European Economic Area (EEA).
- If you are participating in the edeXa TGE on behalf of a legal entity, (i) you represent and warrant that you are authorized to bind that entity to these Terms, (ii) all references to “you” will refer to you and that entity, and (iii) that entity agrees to be responsible for you, including for your and their compliance with these Terms.
- You shall not participate in the TGE if there are applicable legal restrictions in your country of residence or domicile. It is your sole responsibility to ensure that your participation in the TGE is not prohibited under the applicable legal restrictions in your country of residence or domicile.
- As a part of registration for TGE participation you agree to provide accurate, current and complete information about your identity and residence.
- Depending on the amount you contribute and other pertinent factors, we may require you to provide additional information to verify you or your identity or the identity of the business you represent, and/or the source of your funds, as a condition of distributing the edeXa Token to you. We may make, directly or through a third party, any inquiries we consider necessary to validate information that you provide to us, including without limitation checking commercial databases, population registers, or other data provided by governmental agencies or accredited data vendors.
The TGE is scheduled to take place during the TGE Period:
- commencing at Dezember 05, 2018 on 12:00 (UTC)
- ending not earlier then: Marc, 2019 at 12:00 (UTC).
- In the event that you attempt to make any contribution after the TGE Expiry Time and you have made a payment for edeXa Token, you acknowledge and agree, that:
- provided that such payment is received in the Wallets (as defined in Paragraph 5.5) and notwithstanding any provision in these Terms, the Token Issuer will provide a refund in full without interest and net of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with such refund shall be borne by you; the refund will be issued to the original cryptocurrency wallet or funding method used by you.
- you hereby waive all rights, claims and/or courses of action (present or future) under law or contract against the Token Issuer in connection with or arising from such transaction, and shall further hold harmless, the Token Issuer from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by the Token Issuer in connection with or arising from such transaction.
- The closure of the TGE will be announced on the website (www.edeXa.io) as soon as practicable.
- The TGE is scheduled to take place during the TGE Period:
- ACCEPTED FUND CATEGORIES, PRICE AND PAYMENT PROCEDURE
- You may only make contributions for edeXa Token in the TGE through the website www.edeXa.io. and no other website or place.
- The Token Issuer shall accept, as payment for edeXa Token, the following consideration:
- cryptocurrencies: Bitcoin (“BTC”) in the corresponding equivalent value to the Token price set out in Euro (“EUR”);
- fiat currencies: Euro (“EUR”).
- The price of edeXa Token in the TGE shall be 1 edeXa Token = 0,36 EUR payable in BTC, ETH or Euro (based on the conversion rate of 1 edeXa Token = 0,36 EUR) There will be additional discounts in the first weeks of the Token Sale (Pre-Sale) Further information will be provided and updated on the Homepage.
- If the payments are to be made in BTC, you shall transfer BTC to the relevant cryptocurrency wallets (“Wallets”) listed on the website www.edeXa.io The payments received in the Wallets shall be held therein until the counter-delivery of EDEXA Token is complete. Upon such delivery of EDEXA Token, the payment in the Wallet shall be released and transferred to such address of a relevant cryptocurrency wallet as may be designated by the Token Issuer for purposes of such receipt.
- Payments in other currencies than BTC must be made via and thus to the relevant respective cryptocurrency wallet or account of the Token Issuer’s Escrow Partner. The Escrow Partner shall hold the respective amounts in EUR in escrow and transfer them to the Token Issuer after the Token Recipient has received the respective counter-value in EDEXA Token. If the Token Recipient has not received the EDEXA Tokens within 60 days, the Escrow Partner shall refund the payment to them immediately.
- In the event that the Token Issuer discovers, at any time after your acceptance of these Terms and prior to the delivery of edeXa Token any attempt by you to deceive the Token Issuer, including attempted double-spending on the blockchain, circumvent these Terms or applicable regulations or violate of any applicable laws and regulations, or make payments for edeXa Token in violation of any applicable laws or regulations, you acknowledge and agree, regardless of whether such transactions are reflected as validated and verified on the relevant blockchain, that:
- the Token Issuer shall have no obligation to provide, and you shall have no right to receive, any refund for any payment made by you and received in the Wallet;
- the Token Issuer shall not be obliged to deliver any edeXa Token to you and shall have no obligations in any form or manner whatsoever to you; and
- you hereby waive all rights, claims and/or courses of action (present or future) under the applicable laws or contract against the Token Issuer in connection with or arising from such transaction, and shall further hold harmless, the Token Issuer from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by the Token Issuer in connection with or arising from such transaction.
- OBLIGATION TO ESTABLISH AND MAINTAIN CRYPTOCURRENCY WALLET AND ADDRESS
- For purposes of your payment for edeXa Token and receipt of any refund (where applicable) in the TGE, you shall establish and maintain, in fully operational, secure and valid status: in the case where you are making payment for edeXa Token using BTC, a Bitcoin wallet which adheres to and supports the Bitcoin Token Standard, the address of such wallet and keys to such wallet which are in your possession.
- For purposes of your receipt of edeXa Token, you shall:
in the case where you are making payment for edeXa Token using BTC maintain, in fully operational, secure and valid status, the same Bitcoin wallet with which you made payment for the edeXa Token, the address of such wallet and keys to such wallet which are in your possession; or
- In the event of any loss, hack or theft of cryptocurrencies from any of the cryptocurrency wallets referred to in Paragraphs 6.1 and 6.2, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Token Issuer.
- Any obligation of the Token Issuer to provide you with any refund under these Terms shall be subject to your compliance with the provisions of Paragraph 6.1.
- Any obligation of the Token Issuer to deliver any edeXa Token to you under these Terms shall be subject to your compliance with the provisions of Paragraphs 6.2 and 6.3.
DELIVERY OF edeXa Token
- The Token Issuer shall deliver the edeXa Token to Token Recipient, immediately after the conditions in Paragraph 7.2 have been met. The edeXa Token will be delivered to the relevant cryptocurrency address, which you registered and provided as a part of your TGE registration.
- The delivery of edeXa Token to you will be initiated only after all the following conditions are satisfied:
- full payment for edeXa Token has been received in the specified Wallets;
- the cryptocurrency wallets referred to section 6.1 and 6.2 are being maintained in fully operational, secure and valid status;
- validation and verification of payment for such transaction on the relevant blockchain or banking transaction system;
- identity verification, including verification of your eligibility to participate in the TGE, as specified in section 2 has been successfully completed.
- edeXa Token will be delivered to and accepted by you on an “as is” basis without warranties of any kind by the Token Issuer. The Token Issuer hereby expressly disclaims all implied warranties in relation to edeXa Token and the delivery thereof.
- It is the current intention of the Token Issuer for the edeXa Token to be accepted by and be freely transferable and tradable on those cryptocurrency exchanges that decide to accept edeXa Token as tradable digital assets on their platforms. The Token issuer will make reasonable efforts to satisfactory complete due diligence efforts, provide documentation and share regulatory assumptions made as a part of preparing the edeXa project, as may be required by certain cryptocurrency exchanges. However, you acknowledge that there is no certainty that such availability, transferability or tradability will be successfully achieved, and no representations, warranty or undertaking in respect is given in any way by the Token Issuer.
- We may suspend or terminate the delivery of the edeXa Token to you if:
- you have violated these Terms,
- we determine that you pose an unacceptable credit or fraud risk to us,
- you provide or have provided false, incomplete, inaccurate, or misleading information (including without limitation any registration information) or otherwise engage in fraudulent or illegal conduct,
- we have security concerns, or suspect unauthorized, criminal or fraudulent behaviour.
WITHDRAWALS, CANCELLATIONS, REJECTIONS AND ABORTION OF TGE
- Upon validation and verification of your payment for edeXa Token from the Token Issuer on the relevant blockchain under these Terms and the delivery of the edeXa Token to you:
- such delivery shall be deemed to be final; and
- unless otherwise required by the applicable laws, regulations or rules, you shall not be entitled to any withdrawals (see Paragraph 10 for details) or cancellations, or any refunds.
- The Token Issuer reserves the right, in its sole and absolute discretion, to reject any participant in the TGE and not to deliver edeXa Token or abort the TGE at any time after your acceptance of these Terms and prior to the delivery of edeXa Token.
In the event of any such rejection or such abortion of the TGE, you acknowledge and agree, regardless of whether such transactions are reflected as validated and verified on the relevant blockchain, that:
- if your payment for edeXa Token is received in the Wallets and notwithstanding any provision in these Terms, the Token Issuer shall provide a refund in full without interest and net of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with such refund shall be borne by you;
- save for the Token Issuer’s obligation to provide such refund, the Token Issuer shall have no obligations in any form or manner whatsoever to you in respect of such transaction; and
- save for your right to receive such refund, you hereby waive all rights, claims and/or courses of action (present or future) under law or contract against the Token Issuer in connection with or arising from TGE, and shall further hold harmless, the Token Issuer from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by the Token Issuer in connection with or arising from TGE.
- Upon validation and verification of your payment for edeXa Token from the Token Issuer on the relevant blockchain under these Terms and the delivery of the edeXa Token to you:
- RIGHTS OF TOKENHOLDERS
Token holders have the right to
- a proportion of the net profit and proceeds from liquidation – with each 10 tokens securing ownership of 1 share
- a dividend payment which is 10% HIGHER than the dividend to the holders of ordinary shares, whereby the general meeting decides a yearly dividend payment if the business allows so (i.g. depending on the profits). Profits can also be accumulated.
- right of proposal & provide direct feedback to the management
These rights shall be applicable as soon as the Token Sales is finished (as indicated on www.edeXa.io) and the Tokens are transferred to the Investor (as indicated in the Investors member area). The rights arise from holding the Tokens, the Investor has nothing else to do. Dividend payments will be automatically distributed as stated in the terms.
A detailed list of rights and obligation is appended in Exhibit I
THE LIECHTENSTEIN DISTANCE FINANCIAL SERVICES ACT (FERN-FINANZDIENSTLEISTUNGS-GESETZ; FERNFING) STIPULATES IN ITS ART 8 THAT CONSUMERS HAVE A RIGHT TO WITHDRAW FROM CONTRACTS WITHIN 14 DAYS AFTER CONCLUSION OF CONTRACT WITHOUT GIVING REASONS. CON-CLUSION OF CONTRACT TAKES PLACE AFTER SIGNATURE OF THIS AGREEMENT BY BOTH PARTIES AND HANDING OVER OF A COPY OF THE SIGNED AGREE-MENT TO CONTRIBUTOR.
CONTRIBUTOR TAKES NOTICE THAT THE RIGHTS ACQUIRED BY CONTRIBUTOR UPON CONCLUSION OF THIS AGREEMENT ARE DEEMED A FINANCIAL IN-STRUMENT UNDER LIECHTENSTEIN LAW. PURSUANT TO ART. 10 OF THE LIECHTENSTEIN DISTANCE FINANCIAL SERVICES ACT CONSUMERS HAVE NO RIGHT TO WITHDRAW FROM CONTRACTS FOR FINANCIAL INSTRUMENTS.
CONSEQUENTLY, CONTRIBUTOR HAS NO RIGHT TO WITHDRAW FROM THIS AGREEMENT.
Your acceptance of these Terms shall be deemed to be an agreement by you to assume, wholly and unconditionally, all risks (including direct, indirect or ancillary risks) associated with the TGE, the conduct of the TGE or the edeXa Token delivery process.
By accepting these Terms, you represent and warrant to the Token Issuer as follows:
- you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain assets and tokens including edeXa Token, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;
- these Terms constitute legal, valid and binding obligations on you, enforceable in accordance with these terms, to receive and hold the edeXa Token
- no consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any regulatory authority in any jurisdiction is required on your part in connection with your receipt or possession of edeXa Token, or where any approvals are required, such approvals have been obtained and remain valid and in full force and effect;
- the cryptocurrencies to be used for payment for your edeXa Token have not been obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
- you have sufficient funds to fulfil your obligations under these Terms;
- edeXa Token to be delivered to and received by you will not be used for any purpose in connection with money laundering, terrorism financing, price manipulation or any other acts in breach or contravention of any applicable law or regulation;
- all of the above representations and warranties are true, complete, accurate and non-misleading from the time of your acceptance of these Terms to the time of receipt by you of edeXa Token.
- To the maximum extent permitted by all applicable laws, regulations and rules and except as otherwise provided in these Terms, the Token Issuer hereby expressly disclaims its liability and shall in no case be liable to you or any person for:
- the cryptocurrencies used for payment for edeXa Token being obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
- use of edeXa Token for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
- abortion of the TGE pursuant to Paragraph 8;
- failure or delay in the delivery by the Token Issuer, and receipt by you, of edeXa Token;
- failure, malfunction or breakdown of, or disruption to, the operation of the TGE website or any tools, systems and platforms relied upon by the Token Issuer due to occurrences of hacks, cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;
- failure, malfunction or breakdown of, or disruption to, the operation of any blockchain, any blockchain-based software systems or any blockchain technology in connection with the operations of the Token Issuer,
- any virus, error, bug, flaw, defect or otherwise adversely affecting the operation, functionality, usage, storage, transmission mechanisms, transferability or tradability of edeXa Token if and when edeXa Token have been made available for trading on a cryptocurrency exchange, and other material characteristics of edeXa Token;
- decreases or volatility in traded prices or trading volume of edeXa Token;
- failure or unfitness of edeXa Token for any specific purpose;
- failure to disclose information relating to the progress of the TGE;
- loss or destruction of the private keys to the cryptocurrency wallets by the TGE participant;
- failure or delay in the availability of edeXa Token for trading on a cryptocurrency exchange or any rejection of trading of edeXa Token by a cryptocurrency exchange;
- (o) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability or tradability or other material characteristics of edeXa Token.
- To the maximum extent permitted by the applicable laws, regulations and rules:
- the Token Issuer shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with the receipt, use, receipt or holding of edeXa Token by you;
- the aggregate liability of the Token Issuer, in tort, contract or otherwise, arising out of or in connection with the use, receipt or holding of edeXa Token by you shall be limited to the amount paid by you for edeXa Token; and
- you hereby agree to waive all rights to assert any claims under the applicable laws, regulations and rules and you may make claims based only on these Terms.
- To the maximum extent permitted by the applicable laws, regulations and rules, you shall indemnify, defend, and hold the Token Issuer and/or its subsidiaries, related companies, affiliates, directors, officers, employees, agents, successors, and permitted assignees (“Indemnified Persons”) harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against any of the Indemnified Persons arising out of a breach of any warranty, representation, or obligation hereunder.
Subject to these Terms, only you and no other person shall have the right to any claim against the Token Issuer in connection with your receipt of edeXa Token. You shall not assign, trade or transfer, or attempt to assign, trade or transfer, your right to any such claim. Any such assignment or transfer shall not impose any obligation or liability of the Token Issuer to the assignee or transferee.
Any failure of the Token Issuer to enforce these Terms or to assert any right(s), claim(s) or causes of action against you under these Terms shall not be construed as a waiver of the right of the Token Issuer to assert any right(s), claim(s) or causes of action against you.
These Terms contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to the TGE and your receipt of edeXa Token.
These Terms may only be changed in written form.
The Company informs the Contributor in accordance with article 13 GDPR that in the context of this Agreement, the Company processes personal data of the Contributor provided herein for the purpose of the KYC process based on the Liechtenstein Due Dil-igence Act as well as the Liechtenstein Due Diligence Ordinance. This includes the fol-lowing data: Name, address, date of birth, citizenship, and other data necessary for the assessment and investigation of Contributor’s identity. This data shall be stored by The Company in accordance with the Liechtenstein Due Diligence Act and the Due Diligence Ordinance and not be processed for any other purposes.
The parties acknowledge that the Contributor has the right to request information about their personal data that are processed. This information includes the purposes of processing, the categories of personal data, the categories of recipients and the planned storage period.
The parties further acknowledge that the Contributor has a right to rectification, eras-ure, restriction of processing or objection and data transmission under the prerequisites of the corresponding provisions in the GDPR and in due consideration of the restrictions provided in the GDPR and the Liechtenstein Data Protection Act.
The parties acknowledge that if the Contributor is of the opinion that the processing of their personal data does not comply with applicable data protection regulations, they have the option to direct a complaint to the Liechtenstein data protection office.
You are responsible for determining any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding, and other taxes and/or duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your participation in the edeXa TGE, or otherwise in connection with any action, inaction, or omission by you or any affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives, in connection with the edeXa TGE. The Token Issuer is not obliged to determine whether taxes or duties apply and is not responsible for calculating, collecting, reporting, or remitting any taxes or duties to any authority arising from any transaction.
This Agreement shall be governed by, in all respects, including as to validity, interpretation and effect, and construed with the laws of Liechtenstein, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.
The courts of the Principality of Liechtenstein shall have exclusive jurisdiction for all matters related to this Agreement.
If any portion of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from these Terms and the rest of the Terms remain in full force and effect.
Token issuance conditions
The current Token price will be mentioned in the “Web Wallet” Section of the edeXa AG member Investment Portal (Investors Area) and on the Homepage of www.edeXa.io. After submitting the investment request through the member section of edeXa.io, Investors need to transfer the funds in a timely manner, after clicking submit. Should the Investor fail to make the payment promptly, he might lose the right to the discounted price of the Tokens during Pre-Sale I and II.
Should the Investor fail to provide accurate information in the KYC or Payment process, the Investor shall bear the risk of volatility.
The Price in the Main Sale will be 36 Eurocent (0,36 Euro). Early Investors will profit from a discount, in the first weeks. However, these discounts are limited and served on a first come, first serve basis. The Token Price will be 0,28 Eurocent (0,28 Euro) for the first 1’000’000 Token and 0,32 Eurocent (0,32 Euro) for the next 1’500’000 Token. Thereafter, the Main Sale Price shall be applicable for the remaining 12’000’000 Token. Unsold Tokens will be burnt and will not be available for the future.
Investors can buy and sell Tokens only in instances of 10. This is due to the rights arising from each Token. For further information see above. The Tokens might only be sold and / or exchanged in instances of 10. The minimum quantity to be bought in the Token Sale is 500 Tokens. Thereafter, the Tokens might be sold and / or exchanged in any amount that is a multiple of 10. The exchange may take place on a liquid secondary market, however edeXa is not reliable to provide such a secondary market place.
For every 10 Tokens, Investors will hold the right to one ordinary non-voting share.The Investor shall have all the rights and obligations arising from holding the ordinary non-voting share. The law of the Partizipationsscheine is governed by the Personen- und Gesellschaftsrecht (PGR) Art 304a ff.
Investors may have no rights to sell or return the Tokens after the Token Sale. However, edeXa AG will try to facilitate a secondary market (exchange) as soon as possible and help investors to transfer their funds and trade on the exchanges.
The Token Holder will immediately have all rights participation rights originating from the Token after the Tokens were issued to him (as indicated in the Investors Area) and the Token Sale is declared over.
The Issuer will pay out shares of the profit (once break even is reached) to the Tokenholders by transferring Ether to the Address on the Ethereum Blockchain where the Token is located or alternatively using a standard bank transfer. The dividend will be decided at the annual shareholders meeting. Each shareholder is entitled to a proportionate share of the profit- at the ratio of their investment to the overall investment.
The Tokenholder might be obliged to provide a valid account at the time of dividend payouts. He shall also bear the risk of volatility should payments be made in ETH or BTC.
Provide direct feedback to the management
After the Token Sale is over the Investor will have access to a feedback panel in the Investos Login-Area, where Investors can provide feedback & ideas to the management. The feedback shall help the management gather ideas and stay ahead on all technological and management trends. The feedback however is not binding and not to be confused with ordinary voting rights from shares.
Investors who are considering purchasing the Project Tokens of the Company (“Contributors”, “Token Holders”) should carefully read and consider the following general and specific risk factors described below. The risks described below are not the only risks that come into question for the Company or its business activities and are by no means intended to represent a comprehensive list. The order in which the individual risks were chosen to be presented does not provide any indication of the probability of occurrence or the seriousness or importance of the individual risks or their impact on the Company in the event that they occur. Additional risks that are not business-specific and that are not yet currently known to the Company or that the Company does not currently deem to be relevant may likewise have an impact on the business activities. Each of these risks may negatively influence the business activities, the financial situation and/or the profitability of the Company.
- General risks
- Contribution risks:
Contribution to the Project Tokens offer an opportunity for significant capital gains but also entails a high degree of business and financial risks, including the possibility of a complete loss of the investment. The Company is free to use the Contribution in pursuit of its own entrepreneurial objectives.
- Force majeure risks:
The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company, including labour unrest, civil disorder, war, terrorism, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.
- Litigation risks:
The Company is currently not engaged in litigation. However, it is exposed to possible litigation risks, including contractual disputes and employee claims. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position.
- Contribution risks:
- Risks specific to the Company
- Business model and competition risk:
The (future) business model of the Company is based on new technology and, as of today, there are only a few, if any, comparable products on the market available worldwide. The cryptocurrency and blockchain market in which the Company operates is a completely new and fast-evolving market. Therefore, limited information is available about the market in which the Company operates and how the market will develop in the future is unpredictable at this point in time.
Competitors may succeed in developing alternative or comparable products which are (e.g.) more innovative, easier to use or more cost effective than those that have been or may be developed by the Company. This may place pricing pressure on the Company’s product offering and may impact on the ability to retain existing clients as well as attract new clients. If the Company cannot compete successfully, its business, operating results and financial position could be adversely impacted.
- Failure to retain existing customers:
The Company’s financial performance is, in part, reliant on its ability to retain existing clients. Existing clients may for various reasons not support the (future) crypto business of the Company and, therefore, may not continue their business relationship with the Company in the future.
- Failure to obtain new customers:
If the Company loses existing customers and cannot obtain new customers, the Company’s reputation, marketing opportunities, and financial performance may be adversely impacted and damaged.
- Growth strategy risks:
If the Company cannot build a strong internal support structure with sales staff and training, it is likely that the Company will not be able to adequately respond to opportunities to expand its business. As a result, the future growth and financial performance of the Company may be adversely impacted.
The Company may also be subject to over investment in its growth strategy. Should the Company successfully expand its internal systems to support the demand of clients from around the globe, but not receive the expected demand, the business profitability and financial performance may be adversely impacted.
- Dependency on certain key personnel and third-party advisors:
The Company’s crypto business is dependent on the know-how of certain key personnel and third-party advisors which comes with the risk of key personnel leaving and knowledge drain. The recruitment and interview process for new employees is extensive to ensure all aspects of an employee’s suitability for a role are considered.
- Security risks:
The Company uses private distributed ledger technology based on Ethereum which has proven successful in practice. However, it cannot be ruled out that Ethereum and/or the Company and/or future smart contracts as well as other software and hardware of the Company will become the target of hacker attacks. Such attacks may result in the loss of the Project Tokens or any other tokens whatsoever.
Failure in the Company’s IT systems or through negligent action of an employee could breach rules on confidentiality and cause loss of business or damage to the Company’s reputation.
- Shortage of funding:
The funds raised under the initial coin offering will be used to accelerate the Company’s crypto business, including infrastructure, marketing and growth plans. However, if the initial coin offering does not raise enough proceeds to start a profitable crypto business or the Company incurs unexpected costs or is unable to generate sufficient operating income, further funding may be required. Any additional funding through security issues is dependent upon market conditions at the time. Debt financing may not be available to support the scope and extent of proposed developments. If available, it may impose restrictions on operating activities or anticipated expansion of the Company’s operations.
- Protection of intellectual property:
- Confidential information:
The Company’s business involves blockchain software, knowledge base of banking business operations, customer records and other confidential information that is key to the success of the business. Such confidential information is monitored with strict security. However, if this confidential information is released or misused, the Company’s margins and revenue may be adversely impacted.
- Intellectual property protection
The Company’s success in its (future) crypto business depends, in part, on its ability to protect its innovations, e.g. with property rights. A request for a patent, trademark or similar has not been filed yet, thus, the outcome of any such filing cannot be predicted at this time and an adverse result could have a material effect on the Company’s margins and revenue.
- Confidential information:
- Tax risks:
Initial coin offerings are a very new legal concept and their tax treatment is far from established. The tax treatment can, thus, vary. Contributors are strongly recommended to consult a personal, professional tax advisor on a regular basis who can assist them in the correct assessment of the Project Tokens.
The Company’s Project Tokens are currently not efficiently tradable. As a precautionary measure, it is pointed out that virtual currencies or tokens are generally subject to considerable fluctuations in value and price. This concerns the future development of tokens and the exchange rate at which tokens could possibly be exchanged into other currencies and/or tokens in the future. In particular, no statements can be made as to whether a liquid secondary market is or will be developing for the Company’s Project Tokens or tokens in general.
The technology of blockchains is still in the early stage and there might be new innovations that will not work as expected or fail totally in future.
- Private key:
A wallet and the tokens it contains can only be accessed using the private key assigned to the wallet. The Token Holders are solely responsible for the secure storage and administration of the private key to the wallet in which Project Tokens are held, as well as for the protection of the private key and the wallet against unauthorized access by third parties. Loss of the private key can lead to irretrievable loss of the Project Tokens in the wallet. There is usually no recovery mechanism for lost private keys. We recommend that Project Token Holders seek professional advice on the safe management of private keys.
- Business model and competition risk:
- Legal and regulatory risks
Regulation of tokens (including the Company’s Project Tokens) and initial coin offerings such as this, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges currently is undeveloped and likely to rapidly evolve, varies significantly among international jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies may, in the future, adopt laws, regulations, guidance, or other actions, which may severely impact the development and growth of the Company. Failure by the Company to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines.
I acknowledge that this is a risky investment and that I could lose all the money I invest.