Table Of Contents
Transfer of Tokens
User to Provide Information
Representations and Warranties
Limitation of Liability
Right to Refuse Transfer
Taxation 6 11. Privacy
Definitions and Glossary
Token Sale Agreement
- The Company is developing GXTokens and the GX Platform.
- The User wishes to buy and the Company wishes to sell GXTokens according to the terms of this Agreement
1. Transfer of Tokens
1.1 At the time the User places an order for GXTokens, the User must transfer to the Company, the Required Contribution nominated by the User.
1.2 The transfer of the Required Contribution must be made either:
(a) to the nominated smart contract address notified by the Company to the User; or
(b) via the process made available at the Company’s Website.
1.3 Subject to clauses 1.1, 2, 3, 5.2 and 9, and upon receipt of the Required Contribution by the Company, the Company will allocate to the User the Issue Tokens to the wallet from which the User transferred the Required Contribution.
2. Token Sale Phase
2.1 The Company will offer the Tokens corresponding with the following events:
|1||January 1st 2019 – March 31st 2019||0.0006|
|2||March 31st 2019 – July 31st 2019||0.0018|
|3||July 31st 2019 – December 1st 2019||0.0054|
2.2 The Company reserves the right to alter the dates and allocations for the Phases in any way desired or necessary without notice to the User.
3. Conditions Precedent
3.1 Completion of the Agreement will be subject to:
- the successful operation of the smart contract on which the ICO is run to fulfil the delivery of the Issue Tokens;
- the User complying with its obligations under this Agreement;
3.2 For the avoidance of doubt, if the conditions set out above are not satisfied, or are not capable of being satisfied, the User will not be entitled to a refund of their Required Contribution.
4. GX Platform
4.1 The Issue Tokens may be used to access to the GX Platform, subject to a User accepting the then terms and conditions of use of the GX Platform.
5. User to Provide Information
5.1 The User must oblige by any reasonable request by the Company to provide to the Company any documents or information in relation to the Company’s obligations under:
- any applicable Canadian laws.
5.2 For completeness, the obligation under clause 5.1 may require the User to complete a NvestLeagl or similar verification as a further condition precedent to completion or the transfer of the Issue Tokens.
6. Intellectual Property
6.1 The Company retains all rights, title and interests in and to all of our intellectual property, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon. Each User agrees not to use any of the Company’s intellectual property for any reason, except with the Company’s express prior written consent.
6.2 Without limiting the above, The Company retains all Intellectual Property Rights over the source code and other technical information relating to the GXTokens. This agreement does not confer any right or interest upon the User to the Company’s intellectual property beyond the limited right to a perpetual, non-exclusive, transferable, revocable license to access and use the GXTokens and GX Platform after completion.
6.3 The User must use the GX Platform and the GXTokens strictly in accordance with the provisions of this Agreement, the respective Whitepaper, the Disclosure Document and Token Sale Agreement. As a condition of the User’s use of the Website, the Platform and GXTokens the User warrants to the Company that it will not use the Website, the Platform and GXTokens for any purpose that is unlawful or prohibited by the provisions of this Agreement. The User may not use the GXTokens in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website and the Platform. The User may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website, the Platform and/or Tokens and/or other services provided thereto.
6.4 All content included on the Website, including the GXTokens, the GX Platform, and associated products and services, such as, but not limited to, text, graphics, logos, images, source code, as well as the compilation thereof, and any software used on the Website is the property of the Company and protected by copyright, trademark and other laws that protect intellectual property and proprietary rights.
7. Representations and Warranties
7.1 The User represents and warrants that:
- it is not domiciled in an Excluded Country;
- it has read and understood
- this Agreement;
- the latest version of the White Paper; and
- the Token Disclosure Document, and
- acknowledges and agrees to the risks set out in those documents and that the latest version of the above documents supersedes any earlier versions entirely;has read and understood
- it will not assign any right to receive an GXToken under this Agreement to any other person prior to completion of this Agreement;
- if the User is domiciled outside Canada, it has made every reasonable effort to determine whether the GXTokens may be purchased in its jurisdiction, and has not agreed to purchase any GXTokens with the knowledge that it is illegal to do so;
- it acknowledges that the Company does not hold an Canadian Financial Services Licence and is not proposing to deal in a financial product or offer a managed investment scheme, in making the GXTokens available to the User
- it acknowledges and agrees that the offering or issue of GXTokens is not registered or regulated by any regulatory body, including the Ontario Securities Commission (OSC);
- it acknowledges and agrees that once the Issue Tokens have been transferred to the User, the Issue Tokens will be the sole responsibility of the User, and the Company will not have the ability to influence the control or ownership or value of the Issue Tokens in any way;
- it acknowledges and agrees that the Company has no liability for, nor the ability to recover a User’s GXTokens if the User’s private key is forgotten, lost, stolen, misplaced or otherwise inaccessible to the User;
- it has:
- the knowledge and experience in cryptocurrency trading such that it is capable of evaluating the merits and risks of applying for, holding or transferring GXTokens; or
- sought advice from a person who, if such person was the User, would satisfy clause 7.1(j)(1);
- it has conducted an investigation into the GXToken, has made all reasonable enquiries, and is not relying on the Disclosure Document or the White Paper in deciding to purchase any GXTokens;
- if requested, it will provide all documentation required by the Company for the purposes of complying with any Anti-Money Laundering laws or regulation including any obligations the Company may have to report or retain information
- it is not purchasing GXTokens on behalf of any other person and it will be the sole and beneficial owner of any GXTokens issued; and
- it has taken, or has had the opportunity to take and have elected not to take, independent accounting and legal advice concerning the nature and effect of this agreement and the User’s personal circumstances.
7.2 The Company represents and warrants that:
- it has the right to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement;
- subject to clause Error! Reference source not found. it holds, or will hold, the GXTokens contemplated by this Agreement free of any lien, charge or other encumbrance; and
8. Limitation Of Liability
8.1 To the extent permitted by law:
- all terms, conditions, warranties and statements, whether express, implied, written, oral, collateral, statutory or otherwise which are not expressly set out in this Agreement are excluded and, to the extent they cannot be excluded, the Company disclaims all liability in relation to them; and
- the User must not make any claim under or in connection with this Agreement unless it is based solely on and limited to the express provisions of this Agreement.
8.2 The Company disclaims all liability for a loss incurred by the User in connection with a breach of a representation and warranty under clause 7.1.
8.3 For completeness, to the extent permitted by law, the Company will also have no liability to a User, however arising and under any cause of action or theory of liability, in respect of special, indirect or consequential damages, loss of profit (whether direct or indirect) or loss of business opportunity arising out of or in connection with this Agreement.
8.4 Subject to any applicable statute, the maximum total liability of the Company to the User for loss or damage of any kind, however caused, due to the Company’s negligence, breach of contract, breach of any law, in equity, or under indemnities or otherwise, arising out of all acts, omissions and events occurring under the proper administration of this agreement, is an amount equal to the Canadian Dollar equivalent of the value of the Required Contribution at the time the User placed an order with the Company. The remedy available to the User for a breach of this agreement will be limited to damages.
9. Right to Refuse Transfer
9.1 The Company reserves the right to refuse to transfer any Issue Tokens, wholly or in part, to the User for any reason.
9.2 The Company may refuse to transfer the Issue Tokens to the User in whole or in part if a successful transfer of the Issue Tokens would result in the Company going over its Hard Cap.
9.3 If the Company refuses to transfer the Issue Tokens under clause 9.1 or 9.2, the Company must refund the Required Contribution to the User pro rata to the Issue Tokens refused.
9.4 The Company reserves the right to modify the Hard Cap for any reason.
10.1 The User is solely liable for any taxation payable, including interest and penalties, on the transfer of GXTokens.
11.1 The Company collects, holds and uses personal information of Users in order to service their needs as Users, provide facilities and services that they request or that are connected with their interests in GXTokens and carry out appropriate administration.
11.2 The information may also be used from time to time and disclosed to persons including regulatory bodies, including FINTRAC, the Canadian Revenue Agency, as well as print service providers and mail houses.
11.3 A User may request access, correct and update his or her personal information held by the Company, by sending an email to firstname.lastname@example.org
11.4 Collection, maintenance and disclosure of certain personal information is governed by legislation including the Personal Information Protection and Electronic Documents Act (PIPEDA)
12.1 A User may only assign its rights or obligations under this Agreement with the written consent of the Company.
13.1 This Agreement may only be amended in writing signed by the parties.
14. No Waiver
14.1 A party may only waive a breach of this Agreement in writing signed by that party.
14.2 A waiver is limited to the instance referred to in the writing (or if no instance is referred to in the writing, to past breaches only).
14.3 Failure or omission by any party to enforce compliance with any provision of this Agreement will not affect the right of that party to use any remedy available to it in respect of the breach of that provision.
15. Further Action
15.1 Each party must do everything necessary to give full effect to the Agreement and the transactions contemplated by it, including without limitation:
- executing documents; and
- ensuring its employees and agents perform their obligations.
16. Force Majeure
16.1 A party is not liable for a breach of this Agreement, to the extent that the breach is caused by circumstances outside that party’s direct control and for the period that those circumstances continue, if that party:
- notifies the other party as soon as reasonably practicable of the breach and details regarding the relevant circumstances; and
- exercises its best endeavours to remedy the breach or otherwise rectify the cause of that breach as quickly as possible.
17.1 This Agreement may be executed in any number of counterparts. A counterpart may be a facsimile or in electronic or digital form, including by the user confirming their acceptance of this Agreement as part of the order process for the GXTokens on the Website, or by sending their Required Contribution to the smart contract address directly.
17.2 Together all counterparts make up one document.
18. Governing Law
18.1 This Agreement is governed by the law of Canada.
18.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of Canada and the division of the Federal Court of Canada in that jurisdiction, and the courts of appeal from them.
18.3 No party may object to the jurisdiction of any of those courts on the ground that it is an inconvenient forum or that it does not have jurisdiction.
19.1 Any provision of the Agreement which is illegal, void or unenforceable is only ineffective to the extent of that illegality, voidness or unenforceability, without invalidating the remaining provisions and the Terms will remain in full force and effect.
20. No Relationship
20.1 The Company is not subject to any fiduciary obligations to User. The grant of access to the GX Platform does not create a relationship of employment, trust, agency or partnership between the parties.
In this Agreement, unless the context otherwise requires:
- the Introduction is correct;
- headings do not affect interpretation;
- singular includes plural and plural includes singular;
- words of one gender include any gender;
- reference to legislation includes any amendment to it, any legislation substituted for it, and any subordinate legislation made under it;
- reference to a person includes a corporation, joint venture, association, government body, firm and any other entity;
- reference to a party includes that party’s personal representatives, successors and permitted assigns;
- reference to a thing (including a right) includes a part of that thing;
- reference to two or more persons means each of them individually and any two or more of them jointly;
- if a party comprises two or more persons:
- reference to a party means each of the persons individually and any two or more of them jointly;
- a promise by that party binds each of them individually and all of them jointly;
- a right given to that party is given to each of them individually;
- a representation, warranty or undertaking by that party is made by each of them individually
- a provision must not be construed against a party only because that party prepared it;
- a provision must be read down to the extent necessary to be valid. If it cannot be read down to that extent, it must be severed;
- if a thing is to be done on a day which is not a Business Day, it must be done on the Business Day before that day;
- all times are in Eastern Standard Time (EST);
- another grammatical form of a defined expression has a corresponding meaning;
22. Definitions and Glossary
In this Agreement:
Agreement means this agreement, including any schedules, annexures, and any other document incorporated into this Agreement by reference;
GX Platform means the platform on which GXTokens may be purchased, together with the other products set out in the Roadmap’ section of the Website and/or Whitepaper, which may or may not be developed in the future;
GXTokens means the tokens developed by the Company to be used to access the GX Platform;
Bonus Rate means a premium rate specified in clause 2 for any order placed by a User, and where an order is partly within one phase and partly within another, such bonus rate as is applicable to that part of the order falling within each of the phases;
Bonus Tokens means additional GXTokens provided to a User if an order is made with the Required Contribution paid during a period in which a bonus applies;
Business Day means any day except a Saturday or a Sunday or other public holiday in Toronto, Canada.
Company means Global X Change Inc.
Corporations Act means the Canada Business Corporations Act 1985
Conversion Period means the period of time commencing when the GX Platform is launched, and ending when the audit of the ICO is completed and the User has complied with its obligations under clause 5.2;
Disclosure Document means the disclosure document prepared by the Company for the purpose of providing the User with information regarding the ICO, titled “Token Generation Event Disclosure Document”;
Excluded Country Means the United States of America, the People’s Republic of China, the Republic of China (Taiwan), New Zealand, North Korea, Iran, Iraq, Syria, Soudan,Cuba and any other country or jurisdictions in which the offer of cryptocurrency tokens analogous to the offer of tokens in this Agreement is prohibited at law;
Hard Cap means 350,000,000 GXTokens
ICO means the initial coin offering (also referred to as a ‘Token Generation Event’) of GXTokens;
Intellectual Property Rights means the current and future, registered and unregistered, rights comprised in any patent, copyright, design, trade mark, eligible layout or similar right whether at common law or conferred by statute, rights to apply for registration under a statute in respect of those or like rights and rights to protect confidential information (including trade secrets and know how) throughout the world for full period of rights and all renewals and extensions thereto;
Issue Tokens means, for each Day of the Pre-Sale and each Day of the Main Sale Round, the number of GXTokens equal to: Required Contribution x (Purchase Amount x (1 + Bonus Rate) which are to be transferred to a User in accordance with this Agreement.
Purchase Amount means the amount of GXTokens involved in the purchase.
Required Contribution means the quantity of ETH required to be transferred to the Company by a prospective User for the GXTokens;
User means the entity ordering GXTokens;
User Management System means a website interface located on the Website provided by the Company and providing functionality for each User to view the GXTokens they have ordered, any bonus tokens and other information;
Website means www.globalxchange.io; and
Whitepaper means the electronic white paper written by the Company which describes the GXTokens and the GX Platform, found on the Website.