Last Updated: Mar 25th, 2018
TERMS AND CONDITIONS OF OLXA TOKEN SALE
Your purchase of OLXA tokens (“OLXA”) during the OLXA Token sale period (“Sale Period”).
You represent and warrant that you are not a resident or domiciliary of the United States of America or purchasing OLXA 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 OLXA TOKENS on behalf of any such person or entity;
If you have any questions regarding these Terms, please contact the OLXA team at info@OlxaCoin.com.
Definition of the OLXA Services
The OLXA Services are not limited to eShop, ads platform, letter of credit and exchange but also more services and projects under development by OLXA or affiliate thereof that, subject to further development, is intended to provide commission-free markets on various cryptocurrency prices. The native currency of the OLXA Services is the OLXA TOKEN.
You and OLXA agree as follows:
Immediate Control of Raised Funds
All funds (ETH, BTC, BCH) raised in the Token Sale goes directly to OLXA Management which is under the immediate control of OLXA through Payment Processors. All raised funds will be kept in ETH and BTC until required to pay for exchanges listing or projects/services according to the roadmap, you can keep tracking the amount of OLXA sold through the smart contract and will be publicly viewable on etherscan.io.
Intended Purpose and Use of OLXA TOKENS
The intended purpose of the OLXA TOKEN is the services of OLXA:
- OLXA Wallets
- OLXA Exchanges
- OLXA Visa Card
- OLXA Crypto eShop
- Letter of Credit through the blockchain
- OLXA i-Advertising Platform
- OLXA Crowd-Projects
- The OLXA TOKEN as a means of settling trading profits and losses
Price movements on markets on the Exchanges is not under control, it can move high or low according to the supply and demand with our contributors.
OLXA makes no warranties or representations and offers no guarantees (in each case whether express or implied) that the OLXA TOKENS shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes.
Scope of Terms
Unless otherwise stated herein, these Terms govern only your purchase of OLXA TOKENS from us during the Sale Period.
Any potential future use of OLXA TOKENS in connection with trading on the Exchanges or participating in the governance of OLXA 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 services are 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 OLXA 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 OLXA 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, OLXA 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, OLXA TOKENS will not be available for purchase. Any ether in our possession collected for the purpose of the sale will be returned in the event of a cancellation of the sale, minus reasonable network and processing fees.
OLXA Token Sale Procedures and Specifications
By purchasing OLXA TOKENS, you acknowledge and accept that you have read, accept the procedures and material specifications provided for in the full terms and conditions, have understood and have no objection to these procedures and material specifications and you understand that OLXA is free to use the token sale proceeds with no restrictions.
Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with purchasing OLXA TOKENS, holding OLXA TOKENS, and using OLXA TOKENS, as disclosed and explained in Disclaimers. If you have any questions regarding these risks, please contact the OLXA team. BY PURCHASING OLXA 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 OLXA 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 OLXA TOKENS. We are not responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of OLXA TOKENS nor are we under any obligation to recover any OLXA 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) OLXA 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 OLXA TOKENS to you. You agree to provide us such information promptly upon request, and you acknowledge and accept that we may refuse to sell OLXA TOKENS to you until you provide such requested information and we have determined that it is permissible to sell you OLXA TOKENS under applicable law or regulation.
OLXA deserve the right to ask its users to become verified whitelisted users. Normaly, we collect email addresses, ethereum address for delivering coins and IP address to verify jurisdiction. We will retain this information for the purposes of conducting the sale lawfully.
The purchase price that you pay for OLXA TOKENS is exclusive of all applicable taxes. You are solely responsible for determining what, if any, taxes apply to your purchase of OLXA 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 OLXA TOKENS.
Representations and Warranties
By purchasing OLXA TOKENS, you represent and warrant that:
You have read and understand these Terms (including Disclaimers);
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;
You have obtained sufficient information about the OLXA TOKENS to make an informed decision to purchase the OLXA TOKENS;
You understand that the OLXA TOKENS confer only the potential future right to use them to cover margin requirements on the OLXA Futures Exchange and to participate in the governance of OLXA and confer no other rights of any form with respect to the Network or OLXA or its corporate affiliates, including, but not limited to, any distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
You are purchasing OLXA TOKENS to potentially receive the future right to use them to cover margin requirements on the OLXA Futures Exchange and to participate in the governance of OLXA. You are not purchasing OLXA TOKENS for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;
Your purchase of OLXA 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 OLXA TOKENS, using the OLXA 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;
Your purchase of OLXA TOKENS shall be made in full compliance with any applicable tax obligations to which you may be subject in any relevant jurisdiction;
If you are purchasing OLXA 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 OLXA TOKENS);
You are not a resident or domiciliary of the United States of America or purchasing OLXA 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 OLXA TOKENS on behalf of any such person or entity;
You are not: (i) a citizen or resident of a geographic area in which access to or use of the OLXA Futures Exchange 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 OLXA Services. If you are registering to use the OLXA Futures Exchange 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;
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;
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 material agreement, obligation, duty or commitment to which you are a party or by which you are bound;
The contribution made to purchase OLXA 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 OLXA TOKENS to finance, engage in, or otherwise support any unlawful activities;
All contributions made to purchase OLXA 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
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.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless OLXA and our respective past, present and future employees, officers, directors, contractors, consultants, suppliers, vendors, service providers, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “OLXA 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 OLXA 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.
OLXA 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 OLXA.
To the fullest extent permitted by applicable law and except as otherwise specified in writing by us, (a) the olxa 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 olxa tokens, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and no infringement; (b) we do not represent or warrant that the olxa tokens are reliable, current or error-free, meet your requirements, or that defects in the olxa tokens will be corrected; and (c) we cannot and do not represent or warrant that the olxa tokens or the delivery mechanism for olxa 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 olxa or any of the olxa 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 olxa 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 olxa and the olxa 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 olxa tokens, exceed the amount you pay to us for the olxa 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 OLXA.
To the fullest extent permitted by applicable law, you release OLXA and OLXA 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 olxa and limits the manner in which you can seek relief from us.
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 OLXA (i) waive your and OLXA’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 OLXA’s respective rights to a jury trial. Instead, you and OLXA 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).
No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and OLXA 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.
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.
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 OLXA shall be sent by e-mail to OLXA at info@OlxaCoin.com. 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 OLXA 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 OLXA 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 OLXA 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.
Process. The arbitration will be conducted confidentially by a single arbitrator agreed to by both parties in accordance with the rules of the International Chamber of Commerce Rules of Arbitration, which are hereby incorporated by reference.
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.
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.
Sever-ability 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.
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 OLXA 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 and update the “Last Updated” date above. 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 OLXA 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.
We reserve the right to alter the price of token before the sale starts in response to dramatic market fluctuations.
Certain Risks Relating to Purchase, Sale and Use of OLXA TOKENS
Important Note: As noted elsewhere in these Terms, the OLXA TOKENS are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented herein is intended to form the basis for any investment decision, and no specific recommendations are made or intended. OLXA 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 herein, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
By purchasing, holding and using OLXA TOKENS, you expressly acknowledge and assume the following risks:
Risk of Losing Access to OLXA TOKENS Due to Loss of Private Key(s)
A private key, or a combination of private keys, is necessary to control and dispose of OLXA TOKENS stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing OLXA TOKENS may result in loss of such OLXA 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 OLXA TOKENS.
Risks Associated with the Ethereum Protocol
Because OLXA 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 OLXA TOKENS. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the OLXA TOKENS and the Network by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Ethereum protocol, the OLXA TOKENS are susceptible to attacks by miners in the course of validating OLXA 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 OLXA TOKENS, including, but not limited to, accurate execution and recording of transactions involving Tokens.
Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the Network or the OLXA 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 OLXA team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Network, which could negatively affect the Network and the OLXA TOKENS.
Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, OLXA 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.
Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of the OLXA 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 OLXA 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 OLXA TOKENS. Regulatory actions could negatively impact the Network and the OLXA TOKENS in various ways, including, for purposes of illustration only, through a determination that OLXA TOKENS are a regulated financial instrument that require registration or licensing. OLXA 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.
Risks Arising from Taxation
The tax characterization of OLXA TOKENS is uncertain. You must seek your own tax advice in connection with purchasing, holding and utilizing OLXA 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.
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 Network. The Network may compete with these alternative networks, which could negatively impact the Network and OLXA TOKENS.
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 utility of OLXA TOKENS.
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 OLXA TOKENS and Network to follow the specifications set forth in the whitepaper, 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 OLXA TOKENS or Network for any number of legitimate reasons. This could create the risk that the OLXA 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 OLXA TOKENS.
Risk of an Unfavorable Fluctuation of Ethereum and Other Currency Value
The OLXA team intends to use the proceeds from selling OLXA TOKENS to fund the maintenance and development of the Network. The proceeds of the sale of OLXA TOKENS will be denominated in Ether, and may be converted into other cryptographic and fiat currencies. In addition, some pre-sales of the OLXA TOKENS may also be denominated in fiat currencies. If the value of Ethereum or other currencies fluctuates unfavorably during or after the Sale Period, OLXA team may not be able to fund development, or may not be able to maintain the Network in the manner that it intended.
Cryptographic tokens such as the OLXA TOKENS are a new and untested technology. In addition there are other risks associated with your purchase, holding and use of OLXA TOKENS, including those that OLXA cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed herein.
The information contained in this promotional material is for illustration purposes only and is subject to change by OLXA Management. Statements, figures, calculations, plans, images and representations are indicative only.
Be Safe. Be OLXA