DECENTRALIZED PAYMENT NETWORKS LTD.
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 firstname.lastname@example.org
You and Company agree as follows:
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.
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.
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.
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.
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@example.com. BY PURCHASING ZIX TOKENS, YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THESE RISKS.
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.
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.
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.
By purchasing ZIX Tokens, you represent and warrant that:
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.
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.
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.
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.
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.
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.
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.
Description of Network and Tokens
Token Sale Procedures and Specifications
[Will be updated prior to the token sale. In the meantime information is available in the white paper]
The price per ZIX Token during the Sale Period will be 5000ZIX = 1 ETH.
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).
The distribution of the ZIX Tokens shall be as follows:
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.
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:
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.
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.
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.
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 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.
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.
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.
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.
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.
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.
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.
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.