Terms

DECENTRALIZED PAYMENT NETWORKS LTD.

TERMS OF TOKEN SALE

Last Updated: 10/5/2018

PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY. BY PURCHASING ZIX TOKENS FROM US DURING THE SALE PERIOD, YOU WILL BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE HERETO. NOTE THAT SECTION 14 CONTAINS A BINDING ARBITRATION CLAUSE WHICH AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.

Your purchase of ZIX tokens (“ZIX Tokens”) during the ZIX Tokens sale period (“Sale Period”) from DECENTRALISED PAYMENTS NETWORKS LTD (the “Company”, “Zeex”, “we”, or “us”) is subject to these terms of sale (“Terms”). Each of you and Company are a “Party”, and together the “Parties”.   

If you have any questions regarding these Terms, please contact us at [email protected]

You and Company agree as follows:

 

• Intended Purpose and Use of ZIX Tokens in the Network

 

The intended purpose of the ZIX Tokens is to facilitate the provision and receipt of services (collectively, the “Services”) through the software platform currently under development by Company or affiliate thereof that, subject to further development, is intended to provide an innovative corresponding trading platform which offers to buy goods and services such as gift cards and retail vouchers directly from the brands without traditional fiat currency (the “Network”). The Network will offer to perform transactions in decentralized environment with high level of privacy as described more fully in Exhibit A.

Ownership of ZIX Tokens carries no rights, express or implied, other than the right to use ZIX Tokens as a means to enable usage of and interaction with the Network, if successfully completed and deployed. In particular, you understand and accept that ZIX Tokens do not represent or confer any ownership right or stake, share, equity or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation or governance in or relating to the Network and/or Company and its corporate affiliates, other than rights relating to the potential future provision and receipt of Services in the Network, subject to limitations and conditions in these Terms and applicable Service Terms and Policies (as defined below). The ZIX Tokens are not intended to be a representation of money (including electronic money), security, commodity, bond, debt instrument or any other kind of financial instrument or investment. Protections offered by applicable law in relation to the purchase and sale of the aforementioned financial instruments and/or investments do not apply to the purchase and sale of ZIX Tokens and neither these Terms nor the Company's Whitepaper constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction. ZIX Tokens should not be acquired for speculative or investment purposes with the expectation of making a profit on immediate resale.  

Additionally, ZIX Tokens do not intend to constitute the provision of any goods and/or services as at the date that these Terms form a binding agreement between the Parties.

The Company makes no warranties or representations and offers no guarantees (in each case whether express or implied) that the ZIX Tokens shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the provision and receipt of the Services in the Network.

 

• Scope of Terms

 

Unless otherwise stated herein, these Terms (which for the avoidance of doubt include the Exhibits hereto) govern only your purchase of ZIX Tokens from us during the Sale Period.   

Any potential future use of ZIX Tokens in connection with providing or receiving Services in the Network will be governed primarily by other applicable terms and policies (collectively, the “Service Terms and Policies”), which will be made available on our website, if the Network is successfully completed and deployed.  We may add new terms or policies to the Service Terms and Policies in our sole and absolute discretion, and may update each of the Service Terms and Policies from time to time according to modification procedures set forth therein. In the event of any conflict between these Terms and the Service Terms and Policies, the Service Terms and Policies shall take precedence.

 

• Cancellation; Refusal of Purchase Requests

 

Your purchase of ZIX Tokens from us during the Sale Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel ZIX Token purchase requests at any time in our sole and absolute discretion, in such event the consideration paid by you shall be rejected or refunded.

At any time during the Sale Period prior to satisfaction of the Completion Condition (as such term is defined in Exhibit B hereto), Company may either temporarily suspend or permanently abort the token sale for security reasons. During any period of suspension or in the event that the token sale is aborted, ZIX Tokens will not be available for purchase.  

 

• ZIX Token Sale Procedures and Specifications

 

Important information about the procedures and material specifications of our ZIX Token sale is provided in Exhibit B, including, but not limited to, details regarding the timing and pricing of the ZIX Token sale, the amount of ZIX Tokens we will sell, and our anticipated use of the ZIX Token sale proceeds. By purchasing ZIX Tokens, you acknowledge and accept that you have read, understood and have no objection to these procedures and material specifications.   

 

• Acknowledgment and Assumption of Risks

 

You acknowledge and agree that there are risks associated with purchasing ZIX Tokens, holding ZIX Tokens, and using ZIX Tokens for providing or receiving Services in the Network, as disclosed and explained in Exhibit C. If you have any questions regarding these risks, please contact us at [email protected]. BY PURCHASING ZIX TOKENS, YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THESE RISKS.  

 

• Security  

 

You are responsible for implementing all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism you use to receive and hold ZIX Tokens that you purchase from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s).  If your private key(s) or other access credentials are lost, you may lose access to your ZIX Tokens. We are not responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of ZIX Tokens nor are we under any obligation to recover any ZIX Tokens and we hereby exclude (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissions which result in your loss of (including your loss of access to) ZIX Tokens.   

 

• Personal Information

 

We may determine, in our sole and absolute discretion, that it is necessary to obtain certain information about you in order to comply with applicable law or regulation in connection with selling ZIX Tokens to you. You agree to provide us such information promptly upon request, and you acknowledge and accept that we may refuse to sell ZIX Tokens to you until you provide such requested information and we have determined that it is permissible to sell you ZIX Tokens under applicable law or regulation.

 

• Taxes

 

The purchase price that you pay for ZIX Tokens is exclusive of all applicable taxes. You are solely responsible for determining what, if any, taxes apply to your purchase of ZIX Tokens, including, for example, sales, use, value added, and similar taxes. It is also your sole responsibility to withhold, collect, report, pay, settle and/or remit the correct taxes to the appropriate tax authorities in such jurisdiction in which you may be liable to tax. We are not responsible for withholding, collecting, reporting, paying, settling and/or remitting any sales, use, value added, or similar tax arising from your purchase of ZIX Tokens.  

 

• Representations and Warranties

 

By purchasing ZIX Tokens, you represent and warrant that:

1. You have read and understand these Terms (including all Exhibits);
2. You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing the Tokens;  
3. You have obtained sufficient information about the ZIX Tokens to make an informed decision to purchase the ZIX Tokens;
4. You understand that the ZIX Tokens confer only the potential future right to receive Services in the Network and confer no other rights of any form with respect to the Network or Company or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
5. You are purchasing ZIX Tokens to potentially receive Services in the Network at a future point in time. You are not purchasing ZIX Tokens for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;  
6. Your purchase of ZIX Tokens complies with applicable law and regulation in your jurisdiction or in any jurisdiction to which you may be subject, including, but not limited to: (i) legal capacity and any other threshold requirements for purchasing the ZIX Tokens, using the ZIX Tokens in the Network, and entering into contracts with us; (ii) any foreign exchange or regulatory restrictions applicable to such purchase; and (iii) any governmental or other consents that may need to be obtained;
7. Your purchase of ZIX Tokens shall be made in full compliance with any applicable tax obligations to which you may be subject in any relevant jurisdiction;  
8. If you are purchasing ZIX Tokens on behalf of any entity or person, you are authorized to accept these Terms and enter into a binding agreement with us on such entity or person’s behalf (references to “you” in these Terms refer to the entity or person on whose behalf you are authorized to purchase the ZIX Tokens);  
9. You are not a resident or domiciliary of the United States of America or purchasing ZIX Tokens from a location in the United States of America, nor are you an entity (including but not limited to any corporation or partnership) incorporated, established or registered in or under the laws of the United States of America, nor are you purchasing ZIX Tokens on behalf of any such person or entity;
10. You are not a resident or domiciliary of the State of Israel or purchasing ZIX Tokens from a location in the State of Israel, nor are you an entity (including but not limited to any corporation or partnership) incorporated, established or registered in or under the laws of the State of Israel, nor are you purchasing ZIX Tokens on behalf of any such person or entity;
11. You are not: (i) a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf;
12. If you are an individual, you are at least 18 years of age and have sufficient legal capacity to accept these Terms and enter into a binding agreement with us;
13. The acceptance by you of these Terms and the entry into a binding agreement with us will not result in any violation of, be in conflict with, or constitute a material default under: (i) any provision of your constitutional or organizational documents (if applicable); (ii) any provision of any judgment, decree or order to which you are a party, by which you are bound or to which any of your material assets are subject; and/or (iii) any agreement, obligation, duty or commitment to which you are a party or by which you are bound;
14. The contribution made to purchase ZIX Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you will not use the ZIX Tokens to finance, engage in, or otherwise support any unlawful activities;
15. All contributions made to purchase ZIX Tokens will be made only in your name, from a digital wallet not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force or any similar legislation; and
16. You are not the subject of any sanctions administered or enforced by any country, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is the subject of a country-wide or territory wide sanction imposed by any country or government or international authority.

 

• Indemnification

 

1. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against any and all claims, demands, actions, damages, losses, costs and expenses (including reasonable professional and legal fees) that arise from or relate to: (i) your purchase or use of ZIX Tokens; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.  
2. Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 10.1. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.

 

• Disclaimers   

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY US, (A) THE ZIX TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE ZIX TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT THE ZIX TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE ZIX TOKENS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE ZIX TOKENS OR THE DELIVERY MECHANISM FOR ZIX TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  

 

• Limitation of Liability

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY LOSS OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE ZIX TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE CAUSE 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 BASIS (EVEN IF THE COMPANY OR ANY OF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES AND REGARDLESS OF WHETHER SUCH LOSSES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER LEGAL OR EQUITABLE BASIS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE ZIX TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE ZIX TOKENS.

THE LIMITATIONS SET FORTH IN THIS SECTION 12 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.   

 

• Release

 

To the fullest extent permitted by applicable law, you release Company and the Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.  You expressly waive any rights you may have under any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

 

• Dispute Resolution; Arbitration

 

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.   

1. Binding Arbitration.  Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (i) waive your and Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and Company’s respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
2. No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
3. Arbitration Rules. The enforceability of this Section 14 will be both substantively and procedurally governed by and construed and enforced in accordance with the International Chamber of Commerce Rules of Arbitration, to the maximum extent permitted by applicable law.
4. Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by e-mail to Company at [email protected] . Notice to you shall be either posted on our website or, if available, will be sent by email to any email address you provided in connection with your purchase of ZIX Tokens or use of the Network or Services. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and Company cannot agree how to resolve the Dispute within thirty (30) days after the date the notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this Section 14, commence an arbitration proceeding or, to the extent specifically provided for in Section 14.1, file a claim in court.  
5. Process.  Any arbitration will occur in Israel. The arbitration will be conducted confidentially by a single arbitrator appointed by the Israel Chamber of Commerce in accordance with the rules of the International Chamber of Commerce Rules of Arbitration, which are hereby incorporated by reference. The courts located in Israel will have exclusive jurisdiction over any appeals and the enforcement of an arbitration decision.  
6. Authority of Arbitrator. These Terms, the applicable International Chamber of Commerce Rules of Arbitration and the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court, provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
7. Arbitration Rules.  The International Chamber of Commerce Rules of Arbitration and additional information about International Chamber of Commerce are available at https://iccwbo.org/dispute-resolution-services/arbitration/rules-of-arbitration/. By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the International Chamber of Commerce Rules of Arbitration, or (ii) waive your opportunity to read the International Chamber of Commerce Rules of Arbitration and any claim that the International Chamber of Commerce Rules of Arbitration are unfair or should not apply for any reason.
8. Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this Section 14 is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this Section 14 will remain valid and enforceable. Further, the waivers set forth in Section 14.2 above are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

 

• Governing Law and Jurisdiction

 

These Terms will be governed by and construed and enforced in accordance with the laws of Israel, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out of or relating to these Terms or its subject matter or formation (including non-contractual Disputes or claims) that is not subject to arbitration will be resolved exclusively in the courts of Israel.  

 

• Severability

 

If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

 

• Miscellaneous

 

These Terms constitute the entire agreement between you and us relating to your purchase of ZIX Tokens from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at http://zeex.me/terms and update the “Last Updated” date above and it's your responsibility to check the terms from time to time and see if any update was made. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms without your consent. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing ZIX Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.

 

**********

 



Exhibit A

Description of Network and Tokens

1. Overview of Network and Services

[Will be updated prior to the token sale. In the meantime information is available in the white paper]

2. Overview of Tokens; Use of Tokens to Obtain Services

 

[Will be updated prior to the token sale. In the meantime information is available in the white paper]

************



Exhibit B

Token Sale Procedures and Specifications

 

1. Total Number of ZIX Tokens to be Sold

[Will be updated prior to the token sale. In the meantime information is available in the white paper]

 

2. Commencement and Duration of Token Sale

[Will be updated prior to the token sale. In the meantime information is available in the white paper]

 

3. Mechanism for Pricing ZIX Tokens

The price per ZIX Token during the Sale Period will be 5000ZIX = 1 ETH.

4. Minimum Token Sale Target

There will be a minimum token sale target of ETH having a value of USD 14million, which, if not reached by the conclusion of the Sale Period, will result in the purchase price being returned to the participants (each to the wallet address used from which its used to transfer ETH to the Company).

 

5. Distribution of ZIX Tokens

The distribution of the ZIX Tokens shall be as follows:

 

[Will be updated prior to the token sale. In the meantime information is available in the white paper]

 

6. Use of Proceeds from ZIX Token Sale

[Will be updated prior to the token sale. In the meantime information is available in the white paper]

 

7. Wallet Requirements

To purchase ZIX Tokens during the Sale Period, a user must have an established and operational Ethereum wallet. Specifically, a user must have an Ethereum wallet that supports the ERC20 token standard in order to receive ZIX Tokens purchased from the Company.

Company reserves the right to prescribe additional conditions regarding specific wallet requirements. At the commencement of the Sale Period, the Company will announce the exact Ethereum address to which Ethereum should be sent to.

 

**********



 

Exhibit C

Certain Risks Relating to Purchase, Sale and Use of ZIX Tokens

Important Note:  As noted elsewhere in these Terms, the ZIX Tokens are not being structured or intended to be sold as securities or any other form of investment product. Accordingly, none of the information presented in this Exhibit C is intended to form the basis for any investment decision, and no specific recommendations are made or intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit C, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.

By purchasing, holding and using ZIX Tokens, you expressly acknowledge and assume the following risks:  

1. Risk of Losing Access to ZIX Tokens Due to Loss of Private Key(s)

A private key, or a combination of private keys, is necessary to control and dispose of ZIX Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing ZIX Tokens may result in loss of such ZIX Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your ZIX Tokens.  

2. Risks Associated with the Ethereum Protocol

Because ZIX Tokens and the Network are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the Network or ZIX Tokens.  Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the ZIX Tokens and the Network by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.   

3. Risk of Mining Attacks  

As with other decentralized cryptographic tokens based on the Ethereum protocol, the ZIX Tokens are susceptible to attacks by miners in the course of validating ZIX Token transactions on the Ethereum blockchain, including, but not limited to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Network and the ZIX Tokens, including, but not limited to, accurate execution and recording of transactions involving Tokens.  

4. Risk of Hacking and Security Weaknesses

Hackers or other malicious groups or organizations may attempt to interfere with the Network or the ZIX Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing.  Furthermore, because the Network is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Network, which could negatively affect the Network and the ZIX Tokens.  

5. Risk of Uninsured Losses  

Unlike bank accounts or accounts at some other financial institutions, ZIX Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.

The terms under which you making the purchase do not anticipate the repayment to you of any portion of the purchase price you paid for ZIX Tokens, but solely the enjoyment of the benefits of the ZIX Tokens that you purchased during the Sale Period.

6. Risks Associated with Uncertain Regulations and Enforcement Actions

The regulatory status of the ZIX Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Network and the ZIX Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Network and the ZIX Tokens. Regulatory actions could negatively impact the Network and the ZIX Tokens in various ways, including, for purposes of illustration only, through a determination that ZIX Tokens are a regulated financial instrument that require registration or licensing.  Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.

7. Risks Arising from Taxation

The tax characterization of ZIX Tokens is uncertain. You must seek your own tax advice in connection with purchasing, holding and utilizing ZIX Tokens, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.   

8. Risk of Alternative Networks  

It is possible that alternative networks could be established in an attempt to facilitate services that are materially similar to the Services. The Network may compete with these alternative networks, which could negatively impact the Network and ZIX Tokens.

9. Risk of Insufficient Interest in the Network or Distributed Applications  

It is possible that the Network will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the Network) more generally. Such lack of use or interest could negatively impact the development of the Network and therefore the potential functionality of ZIX Tokens.  

10. Risks Associated with the Development and Maintenance of the Network

The Network is still under development and may undergo significant changes over time. Although we intend for the ZIX Tokens and Network to follow the specifications set forth in Exhibit A, and will take commercially reasonable steps toward those ends (subject to internal business description), we may have to make changes to the specifications of the ZIX Tokens or Network for any number of legitimate reasons.  This could create the risk that the ZIX Tokens or Network, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and maintain the Network, it is still possible that the Network will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Network and ZIX Tokens.     

11. Risk of an Unfavorable Fluctuation of Ethereum and Other Currency Value  

The Company team intends to use the proceeds from selling ZIX Tokens to fund the maintenance and development of the Network, as described further in Exhibit B. The proceeds of the sale of ZIX Tokens will be denominated in Ether, and may be converted into other cryptographic and fiat currencies. In addition, some pre-sales of the ZIX Tokens may also be denominated in fiat currencies. If the value of Ethereum or other currencies fluctuates unfavorably during or after the Sale Period, the Company team may not be able to fund development, or may not be able to maintain the Network in the manner that it intended.   

12. Risk of Dissolution of the Company or Network  

It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ethereum (or other cryptographic and fiat currencies), decrease in the ZIX Tokens’ functionality due to negative adoption of the Network, the failure of commercial relationships, lack of interest of the industry and/or the public, lack of funding, or intellectual property ownership challenges, the Network may no longer be viable to operate and the Company may dissolve. You therefore understand that there is no assurance that, even if such project is partially or fully developed and launched, you may receive any functionality through the ZIX Tokens held by you, and that they may become worthless. You further understand and accept that a project financed by the sale of ZIX Tokens, may give rise to other, alternative projects, promoted by third parties unaffiliated to the seller of the ZIX Token, under which the ZIX Tokens will have no intrinsic value.

13. Risks Arising from Lack of Governance Rights

Because ZIX Tokens confer no governance rights of any kind with respect to the Network or Company or its corporate affiliates, all decisions involving the Network or Company will be made by Company at its sole and absolute discretion, including, but not limited to, decisions to discontinue the Network, to create and sell more ZIX Tokens for use in the Network, or to e and software that may interface with the Network, there is the risk that the Services may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Company does not control with the Company’s Services. The risk that the Services may face increasing interruptions and the Network may face additional security vulnerabilities could adversely affect the Network and therefore the future functionality of any ZIX Tokens that you hold.

 

• Risks of the Tokens' Market Operation

 

The purchase of ZIX Tokens is subject to severe constraints on liquidity. ZIX Tokens have not been registered under the US Securities Act of 1933, the securities laws of any state of the United States of America, the Israeli Securities Law, 1967, or the securities laws of any other jurisdiction and therefore their resale may be subject to significant transfer restrictions if they are deemed a security under applicable law. In addition, at the time of the Token Sale, there is no assurance that a market for ZIX Tokens will be operating effectively or operating at all, and such market may not develop. The purchase of ZIX Tokens is suitable only for sophisticated and experienced purchasers who are financially able to maintain their tokens for an indefinite period of time and who can afford a loss of the purchased price.

17. Unanticipated Risks

Cryptographic tokens such as the ZIX Tokens are a new and untested technology. In addition to the risks included in this Exhibit C, there are other risks associated with your purchase, holding and use of ZIX Tokens, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit C.

 

***********