Token Sale Terms and Conditions
These terms and conditions (Terms) form an agreement between you, or the entity you represent, (you or Purchaser) and ENX Partners Inc, an exempted company incorporated with limited liability under the U.S Companies Law (2018 Revision) (ENX) and contain the terms and conditions by which you will purchase Ethereum-based (ERC20 compliant) ENX tokens (NOTES) generated and recorded on the Ethereum blockchain from ENX in connection with the Token Sale (as defined below).
You and ENX are each sometimes referred to herein as a “party” and together as the “parties’ is sometimes referred to herein as “we” or “us”.
Please read these Terms carefully before accessing the website located at http://www.enxcoin.io/ (Website) or the ENX Platform (defined below) or purchasing NOTES. You agree that by clicking the “I Accept” button below, you accept and agree to be bound by these Terms, and any terms incorporated by reference in these Terms. If you have any questions regarding these Terms, please contact ENX at firstname.lastname@example.org.
- Important information
You acknowledge, understand and agree that:
(a) You are subject to and bound by these Terms by virtue of your purchase of NOTES.
(b) NOTES have no rights, intended uses or attributes outside of use within the ENX Platform.
(c) A Purchase of NOTES is non-refundable and cannot be cancelled.
(d) A Purchase of NOTES involves certain technical and other risks which may result in the loss of all amounts paid.
(e) ENX reserves the right to refuse or cancel NOTES purchase requests at any time in its sole discretion.
(f) Certain persons, including persons who purchase earlier than you, may receive more NOTES for the same amount paid.
(g) These Terms includes a disclaimer, limitation of liability and indemnity.
Nothing in these Terms shall be deemed to constitute a prospectus of any sort, a solicitation for investment or investment advice nor does it in any way pertain to an offering or a solicitation of an offer to buy any securities in any jurisdiction. The ENX Parties (defined below) expressly disclaim 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 these Terms and the White Paper (defined below), (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.
- The ENX Platform and use of NOTES
3.1 ENX Platform and Services
ENX intends for the NOTES to be used in a blockchain-based network with smart contract functionality that facilitates the distribution of digital contents such as movies, music, regulates the terms by which artists are compensated and would generate and transmit NOTES that could be spent and received for goods and services offered in the ENX ecosystem (ENX Platform). ENX’s intended purpose of the NOTES is to facilitate such provision and receipt of digital contents related goods and services (Services).
The ENX Platform is operated by ENX Partners Inc (ENX), a company incorporated in the United States with limited liability. Purchase, ownership, receipt, or possession of NOTES carries no rights, express or implied, other than the right to use NOTES as a means to enable usage of and interaction with Services enabled by the ENX Platform. In particular, you understand and agree that NOTES do not represent or confer any ownership right or stake, share, security, or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the ENX Platform, ENX and their respective affiliates, other than any rights relating to the provision and receipt of Services in the ENX Platform. The NOTES are not intended to be a loan contract, digital currency, security, commodity, or any kind of financial instrument. You are purchasing NOTES solely for the purpose of receiving Services and participating in the ENX Platform, and you are aware of the risks associated with ENX, the ENX Platform and the NOTES. You are not purchasing NOTES for any other purpose, including, but not limited to, any investment, speculative or financial purpose.
3.2 Development of ENX Platform
You understand and agree that the ENX Platform is in an early stage of development and may undergo significant changes over time. ENX may develop certain applications and software for use in the ENX Platform, but ENX does not operate, maintain or control the ENX Platform.
4.1 Binding agreement
These Terms shall be effective and binding on all parties upon you clicking on the “I Accept” button below or registering for an account on the Portal (defined below). By sending any unit of cryptocurrency to ENX’s digital wallet address in accordance with the Token Purchase Instructions (as defined below), you agree to acquire NOTES in accordance with the terms and conditions herein.
4.2 White Paper
ENX has prepared a long-form white paper (White Paper), which is available at https://www.enxcoin.io/whitepaper, describing matters relating to the ENX Platform, Services and NOTES. You acknowledge that you have read and understand the White Paper and have no objection to its contents. Information in the White Paper is of a descriptive nature only and does not, unless explicitly incorporated herein, form a part of these Terms.
- Offer and sale
Your offer to purchase NOTES will be considered as duly accepted upon the completion of the following steps:
(a) you register for an account on the Portal;
(b) you transfer Payment Currency (defined below) to ENX’s receiving address in accordance with the NOTE purchase procedures set out below;
(c) the conclusion of the Sale Period and the recording of the generation of NOTES on the Ethereum blockchain.
5.2 Minimum sale
5.3 Sale Period
In these Terms, the term Token Sale includes the Private Sale and the Public Sale, each as defined below. ENX reserves the right, in its sole discretion, to change the time periods of each phase of the Token Sale due to, among other things, technical challenges.
(a) Private Sale
Early access to the sale of NOTES to select registered and approved early purchasers (Private Sale) will begin following the launch of the ENX Platform at http://www.enxcoin.io.
(b) Public Sale
The general sale of NOTES (Public Sale) will begin on a date that will be announced by ENX on the Website (Public Start Time) and end at the earlier of (i) 28 days after Public Start Time and (ii) the time and date at which 600,000,000 NOTES (Maximum Threshold) have been sold in Private Sale and Public Sale (collectively, the Public End Time). The period starting at the Public Start Time and ending at the Public End Time is referred to herein as the Public Period, and the period including the Private Sale and the Public Period, the Sale Period.
ENX reserves the right to change the sale dates or extend the sale duration for any reason.
5.4 NOTES distribution and allocation
ENX intends to allocate and distribute NOTES in accordance with the terms of the White Paper which includes details regarding the amount of NOTES that will be distributed and to whom. You understand and consent to the participation of ENX’s past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the purchase of NOTES, including people who may work on the development and implementation of the ENX Platform or who may work for businesses that ENX may establish with a portion of the proceeds from the Token Sale.
5.5 Price, payment currencies and exchange rate
(a) Price per NOTE in each phase
The term Private Sale and Public Sale is each sometimes referred to herein as a Sale Phase or collectively as Sale Phases, as the context requires. The price per NOTE payable in each Sale Phase are sometimes referred to herein as Price Per Token, as the context requires.
On the Private Sale Start Time, the Price Per Token for NOTES sold in Private Sale will be set out in written agreement entered into and executed between ENX and the Purchaser at such time or, in the absence of such agreement, on the Portal or Website.
Once a Sale Phase is exhausted or otherwise ended, no further purchases will be accepted in that Sale Phase.
(b) Payment currencies
The Price Per Token is set in ETH (Payment Currency) provided, however, that ENX may elect, in its sole discretion, to allow certain purchasers to purchase NOTES in Bitcoin or U.S. Dollars delivered to ENX pursuant to instructions delivered in writing by ENX and, in any such event, the term Payment Currency, as used in these Terms, shall include U.S. Dollars, as the context requires.
(c) Exchange rate
If you pay for NOTES in a Payment Currency that is not ETH, please check your Rate Sheet for how exchange rates are calculated.
(d) Exchange rate volatility
In the event that ENX, in its sole discretion, determines that the volatility in the rate of a Payment Currency during any time period may be disruptive to the Token Sale, ENX reserves the right (i) to suspend, at any time or from time to time, the acceptance of purchase requests until ENX determines, in its sole discretion, to resume the receipt of purchase requests; or (ii) to set an exchange rate determined by ENX to be reasonable, in its sole discretion, until ENX determines, in its sole discretion, to resume the use of cryptocompare.com as described above.
(e) Purchase price
If you pay for NOTES in a Payment Currency that is not ETH, the amount of the selected Payment Currency (Purchase Price) that you will pay for the number of NOTES that you purchase in the Token Sale (Purchased NOTES) will be determined by dividing the total ETH amount of the Purchased NOTES (i.e., the Purchased NOTES multiplied by the applicable Price per Token) by the exchange rate described above.
- Token Sale procedures
ENX reserves the right, in its sole discretion, to modify any of the Token Sale procedures or any of the timelines described in these Terms due to, among other things, network congestion or other technical challenges.
6.1 Registration of account
6.2 User credentials
To participate in the Token Sale and to log into the Portal, you must provide ENX with your email address and telephone number (User Credentials) along with know your customer (KYC) information requested by ENX.
You agree not to allow anyone to use your Portal sign-in information or to share your User Credentials with any other person for the purpose of facilitating their unauthorized access to the Token Sale. If you do share your User Credentials with anyone, that person’s activities will be deemed to have been authorized by you. You are responsible for any acts or omissions that occur during the Token Sale with the use of your User Credentials. We reserve the right to suspend or block your access to the Token Sale upon suspicion of any unauthorized access or use, or any attempt thereof, associated with your User Credentials. You agree to maintain and promptly update your User Credentials and KYC information to keep such information accurate, complete and current.
6.3 Wallet requirements
To participate in the Token Sale and to receive NOTES you must agree to additional terms and conditions that will be provided to you for use of any ENX wallet or other ENX service used for the receipt of NOTES, if applicable.
6.4 Payment of Purchase Price
You must pay the Purchase Price by sending the correct quantity of one Payment Currency to the unique address (or wire instructions, as applicable) displayed to you via the Portal. Your purchase is not guaranteed until ENX receives the full amount of the Purchase Price. If Payment Currency is cryptocurrency, the Purchase Price will not be considered paid in full until ENX receives three (3) network confirmations of the transaction on the relevant blockchain.
6.5 Gas fees
In the event that, due to the deduction of gas or other transfer fees, the amount of the Payment Currency that ENX receives from you is greater or less than the amount of the Purchase Price associated with the number of Purchased NOTES selected by you in the Portal, ENX will increase or decrease your number of Purchased NOTES in accordance with the amount actually received by ENX and you agree to any such adjustment of the number of Purchased NOTES.
6.6 Token purchase instructions
In order to receive NOTES, you must correctly provide a digital wallet ID address to receive NOTES (Token Receipt Address). It is important that you carefully provide ENX with your Token Receipt Address as failure to provide a correct Token Receipt Address may result in a total loss of your Purchased NOTES.
In addition to the instructions above, ENX will provide further procedures and instructions regarding the purchase and delivery of NOTES (Token Purchase Instructions). The Token Purchase Instructions will set out the applicable Gas limit and the field you should insert in the sending data field. By accepting these Terms, you acknowledge and agree and have no objection to the Token Purchase Instructions. Failure to follow the exact procedures described in the Token Purchase Instructions may result in the incorrect transmission and/or the total loss of your Purchased NOTES.
The receipt or purchase of NOTES through any other means other than the means described in the Token Purchase Instructions are not sanctioned or agreed to in any way by ENX.
A copy of the Token Purchase Instructions are located at the start of this document.
6.7 Delivery of NOTES
Subject to these Terms, ENX will deliver the quantity of NOTES you are to receive by the date (Token Delivery Date) that is the later of (i) thirty (30) days after the Public End Time (provided, however, that ENX reserves the right to extend the NOTE delivery deadline for up to two (2) additional weeks if necessary to address any technical difficulties), and (ii) one (1) week after you provide a complete and accurate Token Receipt Address, and (iii) one (1) week after you provide complete and accurate KYC information and documentation requested by ENX (provided, however, that ENX reserves the right to extend the Token delivery deadline if ENX determines, in its sole discretion, that additional time is advisable to analyze KYC information and documentation and conduct related compliance). For the avoidance of doubt, any extension pursuant to these Terms shall not affect the obligation of ENX and you to make and take delivery, respectively, of Purchased NOTES.
- Rejection and refund policy
In the event ENX decides to not complete the Token Sale the Purchase Price will be returned to you by ENX, less all reasonable transaction costs incurred by ENX during the Token Sale. If your Payment Currency is cryptocurrency, the refund of your Purchase Price will be returned to the digital wallet address used to originally send such amounts. Your purchase of NOTES during the Token Sale is final. You cannot cancel the purchase and your purchase cannot be refunded, except as provided in these Terms or as may be required by applicable law.
ENX has the right to reject your offer to purchase NOTES, in whole or in part, without giving a reason for that rejection and in those circumstances, the cryptocurrencies and fiat submitted by you will be returned to you in manner described above.
- Purchaser representations, warranties and covenants
By entering into these Terms, you make the following additional representations, warranties and covenants to ENX as of the time of your purchase request and receipt of NOTES and you agree to provide on request any certifications, documents or other evidence that ENX may reasonably request to substantiate these representations and warranties or any other acknowledgements, undertakings or agreements by you in these Terms.
8.1 Terms and White Paper
You have received and considered these Terms and the White Paper. You are not relying on any representations or statements made or information supplied by or on behalf of ENX other than information contained in these Terms (including the Schedules attached hereto) and the White Paper. In the event of any inconsistency between the statements disclosed or terms provided in the White Paper and these Terms, these Terms shall govern.
8.2 Risks, disclosures and acknowledgments
(a) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH PURCHASING, OWNING AND USING NOTES, INCLUDING THE RISKS DESCRIBED IN SCHEDULE 1 HERETO. WHEN PURCHASING DIGITAL TOKENS THERE IS AN INHERENT RISK THAT YOU MAY LOSE ALL AMOUNTS PAID. BY PURCHASING NOTES, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
(b) You acknowledge and agree that you have read, understand and agree with Schedule 1.
(c) You take sole responsibility for any restrictions and risks associated with receiving and holding NOTES.
(d) You have sufficient understanding of technical and business matters (including those that relate to the Services and ENX Platform), cryptographic tokens, token and cryptocurrency storage mechanisms (such as token wallets) and blockchain technology to understand these Terms and to appreciate the risks and implications of purchasing NOTES.
(e) You understand the restrictions and risks associated with the creation of NOTES as set forth herein and acknowledge and assume all such risks.
(f) You understand that the NOTES are intended for use only to provide and receive Services in the ENX Platform and confer no rights of any form with respect to the ENX Platform or ENX, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights.
(g) You are purchasing NOTES solely for the purpose of receiving Services, participating in the ENX Platform, and supporting the development, testing, deployment and operation of the ENX Platform, if applicable, being aware of the commercial risks associated with ENX and the ENX Platform. You are not purchasing NOTES for any other purposes, including, but not limited to, any investment, speculative or financial purpose.
You have all requisite power and authority to execute and deliver these Terms, to use the ENX Platform and purchase NOTES, and to carry out and perform your obligations under these Terms.
(a) If an individual, you are at least 18 years old and of sufficient legal age and capacity to purchase NOTES.
(b) If a legal person, the Purchaser is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
8.4 Eligible Purchaser
You are an Eligible Purchaser as defined in Schedule 2 of these Terms and are not acting on behalf of, or for the benefit of, nor do you intend transferring any NOTES you may purchase to, any person who is not an Eligible Purchaser.
1.1 Restrictions on transfer
You will not transfer directly or indirectly any NOTES or any interest therein for a period of 6 months following the Token Sale without the consent of the directors of ENX and further, you shall not transfer directly or indirectly transfer any of your NOTES or any interest therein for a period of 6 months following the Token Sale unless the proposed transferee has made the same representations and warranties as set out herein.
1.2 Restricted territories
You represent that you (i) are not a citizen or entity of; (ii) were not formed in; (iii) do not reside in;
(iv) are not located in; (v) do not have a place of business in; and (vi) are not conducting business in
(any of which makes you a “Resident”) the United States of America, or the People’s Republic of China (which, for the purposes of these Terms, does not include Hong Kong, Macau and Taiwan) or any of their respective states, provinces, territories and possessions (each a Restricted Territory). Purchaser also represents that it will not acquire any NOTES within a Restricted Territory and will not transfer any NOTES to a Resident of a Restricted Territory or within a Restricted Territory. The Purchaser is also not a Resident of any state or jurisdiction that requires the Token Generator to obtain a money services business, money transmitter or virtual currency businesses license or registration. You confirm that you are entering into these Terms on an unsolicited basis and are not aware of and are in no way relying on, and did not become aware of the NOTES through or as a result of, from or in any Restricted Territory pursuant to any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the internet, and you are not entering into these Terms and did not become aware of the NOTES through or as a result of, in any Restricted Territory, any seminar or meeting to which you were invited by, or any solicitation of a subscription by, any person.
For further information, please contact your ENX representative.
1.3 Other regulatory requirements
The funds, including any fiat, virtual currency or cryptocurrency, you use to purchase NOTES 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 NOTES to finance, engage in, or otherwise support any unlawful activities. All payments by you under these Terms will be made only in your name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force, and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.
1.4 No conflict
You are legally permitted to hold and make use of NOTES in its relevant jurisdiction. The execution, delivery and performance of these Terms will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice:
(a) any provision of your organizational documents, if applicable;
(b) 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;
(c) any material agreement, obligation, duty or commitment to which you are a party or by which you are bound; or
(d) any laws, regulations or rules applicable to you.
1.5 No consents or approvals
The execution and delivery of, and performance under, these Terms require no approval or other action from any governmental authority or person other than you.
1.6 Purchasing on behalf of another
If you are purchasing NOTES on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly).
The purchase and receipt of NOTES may have tax consequences for you. You are solely responsible for your compliance with your tax obligations and ENX bears no liability or responsibility with respect to any tax consequences to you in connection with the Token Sale and your purchase and ownership of NOTES. You agree to comply with all applicable tax obligations arising from your purchase and ownership of NOTES in all applicable jurisdictions.
1.8 No advice
ENX has not provided you with any advice regarding whether purchasing a NOTE is a suitable purchase for your needs.
1.9 Purchaser to notify of changes
You undertake to notify ENX immediately if:
(a) you become aware that you or any person for whom you hold the NOTES for has ceased to be an Eligible Purchaser; or
(b) any of the representations, declarations or statements in these Terms are no longer accurate and complete in all respects.
- Future migration of NOTES
The NOTEs are being created as ERC20 compliant tokens on the Ethereum protocol. We reserve the right to migrate the Ethereum-based NOTES (Pre-existing NOTES) to another protocol and to generate replacement NOTES on the new protocol (Replacement NOTES) in the future, should we determine, in our sole discretion, that doing so is necessary or useful to the operation of the ENX Platform. Should we decide to migrate the NOTES, we may no longer provide support for the Pre-existing NOTES relating to the ENX Platform, the Services or any other operational matters, except with respect to the migration process. If the NOTES are migrated to another protocol, the practical utility of Pre-existing NOTES will likely diminish rapidly once Replacement NOTES are created and in use by a significant portion of ENX Platform participants. You acknowledge and agree that for you to continue to participate in the ENX Platform or obtain utility from the NOTES you may need to convert the NOTES you receive to Replacement NOTES in the future.
- Anti-money laundering
3.1 The Purchaser represents and warrants to ENX that:
(a) it is not a Prohibited Person (as defined at the end of Schedule 2);
(b) no person or entity that controls, is controlled by or under common control with, the Purchaser a Prohibited Person;
(c) neither the Purchaser, nor any person having a direct or indirect beneficial interest in the Purchaser or NOTES being acquired, is the subject of sanctions administered or enforced by any country or government (collectively, Sanctions) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions; and
(d) to the extent the Purchaser has any Beneficial Owners:
(i) it has carried out thorough due diligence to establish the identities of those Beneficial Owners;
(ii) based on that due diligence, the Purchaser reasonably believes that no Beneficial Owner is a Prohibited Person;
(iii) it holds the evidence of those identities and status and will maintain all of that evidence for at least five years from the date of the Purchaser’s complete redemption from ENX; and
(iv) it will make available that evidence and any additional evidence that ENX may require upon request in accordance with applicable regulations.
3.2 The Purchaser acknowledges to ENX that If any of the representations and warranties in the preceding clause ceases to be true or if ENX no longer reasonably believes that it has satisfactory evidence as to their truth, despite any other agreement to the contrary, ENX may, in accordance with applicable regulations, be obligated to do one or more of the followings:
(a) to take certain actions relating to the Purchaser’s holding of NOTEs;
(b) to report that action; and
(c) to disclose the Purchaser’s identity to OFAC or other authority.
3.3 If ENX is required to take any of the actions referred to in the preceding clause, the Purchaser understands, and agrees with ENX, that it has no claim against ENX, and its affiliates, directors, members, partners, shareholders, officers, employees and agents for any of damages as a result of any of those actions.
3.4 To the extent that the foregoing release enures for the benefit of any director, officer, employee, delegate, agent or subcontractor (whether existing or in the future) of ENX, Purchaser acknowledges, and by accepting this application ENX agrees, that ENX holds the benefit of release on trust for that person.
3.5 In order to comply with the anti-money laundering regulations applicable to ENX, the Purchaser acknowledges to ENX that NOTEs will not be issued until ENX is satisfied that evidence regarding the source of the purchase amounts and the identity of the Purchaser is satisfactory.
3.6 If, as a result of any information or other matter which comes to his attention, any person resident in the U.S knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to: (i) the Financial Reporting Authority of the U.S (FRA) or a nominated officer (appointed in accordance with the Proceeds of Crime Law (Revised) of the U.S), if the disclosure relates to criminal conduct or money laundering, or (ii) the FRA or a police constable or a nominated officer, pursuant to the Terrorism Law (Revised), if the disclosure relates to involvement with terrorism or terrorist financing and terrorist property; and such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
3.7 By agreeing to these Terms, the Purchaser consents to the disclosure by or on behalf of ENX of any information about the Purchaser to regulators and others upon request in connection with money laundering and similar matters, both in the U.S and in other jurisdictions.
- Intellectual property
ENX retains all right, title and interest in all of ENX’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. You may not use any of ENX’s intellectual property for any reason without ENX’s prior written consent.
5.1 Appropriate measures
You will implement reasonable and appropriate measures designed to secure access to: (a) any device associated with you and/or utilized in connection with your purchase of NOTES, (b) private keys to your wallet or account and (c) email address, account and your username, password and any other login or identifying credentials.
5.2 Access to your account
In the event that you are no longer in possession of your private keys or any device associated with your account or are not able to provide your login or identifying credentials, you may lose all of your NOTES and/or access to your account, and ENX may, in its sole discretion, grant access to your account to any party providing additional credentials to ENX. ENX explicitly reserves the right to determine the additional credentials required, which may include, without limitation, a sworn, notarized statement of identity.
5.3 Security breach
You will promptly notify ENX if you discover or otherwise suspect any security breaches related to your account.
- Scope of these Terms
Unless otherwise stated in these Terms, these Terms govern only your purchase of NOTES from ENX during the Token Sale. Any use of NOTES in connection with providing or receiving Services in the ENX Platform may be governed by other applicable terms and conditions and policies, including, without limitation, use of any ENX account, wallet or other software or API. Any obligations or covenants of ENX in these Terms are obligations or covenants to you as a purchaser of NOTES in the Token Sale, and such obligations or covenants do not attach or transfer with the transfer of any NOTE.
- Information and personal data
7.2 Request data
Upon ENX’s request, you will immediately provide to ENX information and documents that ENX, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial processes and anti-money laundering laws applicable in the U.S. Such documents may include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. You consent to ENX disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Your failure to provide accurate and complete information required for your receipt of NOTES may result in delays, losses, costs, non-delivery of refunds or NOTES or other issues. You acknowledge that ENX may refuse to distribute NOTES to you and or provide access to your account until such requested information and/or documents is provided. ENX reserves its right to request further information and documentation at any time in its sole discretion. ENX may refuse you access should it have doubts as to validity, authenticity and genuineness of the documents, provided by you. You agree that ENX shall not be liable for any loss arising as a result of the delay or non-delivery of NOTES to you or any other actions taken by ENX described in this section, and you hereby waive all claims against ENX arising from such losses. You agree to indemnify and hold harmless ENX, against any loss incurred by ENX due to any such information or documentation not being provided by you.
7.3 Information provided during Sale Period
You agree that ENX will process all personal data you provide or make available during the Sale Period, including your:
(a) name and surname;
(b) country of residence/nationality;
(c) scanned government issued ID (which must be valid for at least 6 months as of uploading date);
(d) date of birth (if not available on the ID document);
(e) proof of residency, which will be provided with any of the following documents:
(i) Bank statement of your current account;
(ii) Credit card statement;
(iii) Loan-related documents from a bank;
(iv) Utility bill;
(v) Broadband home internet bill, landline phone bill;
(vi) Tax return, council tax bill;
(vii) Government-issued certificate of residency;
(f) mobile phone number; and
(g) photographs of you (which you must provide holding your ID document next to your face, with your head and shoulders visible.)
7.4 Information provided during operation of Website
In addition to the information set out in paragraph 10.2, ENX collects information from running its Website, provided thereto, and processes such information. When you visit the Website, ENX collects information sent by your computer, mobile phone, or other access device. This information may include your IP address, device information including, but not limited to, identifier, name, and type, operating system, mobile network information and standard web log information, such as your browser type, and the pages you accessed on our website. When you use a location-enabled device with ENX’s website, we may collect geographical location data or use various means to determine the location, such as sensor data from your device that may, for instance, provide data on nearby cell towers and wi-fi access spots. When you access the Website, ENX or its applicable third-party service providers on behalf of ENX may place small data files called cookies on your computer or other device. ENX uses these technologies to recognize you as a user; customize the Website and advertising; measure promotional effectiveness and collect information about your computer or other access device to mitigate risk, help prevent fraud, and promote trust and safety.
7.5 Processing of personal data
Processing of personal data is any operation or set of operations which is performed upon personal data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. ENX may share your personal data with third parties in order to complete the Token Sale reveal or suppress fraud or fix technical bugs or eliminate security problems. ENX will disclose your personal data to its affiliates, subsidiaries and third-party service providers in so far as is necessary to complete the Token Sale and fulfil the purposes set out below. The processing of your personal information shall otherwise be in accordance with the terms of ENX’s privacy policies in effect from time to time.
7.6 Purpose of processing personal data
You agree that ENX will process your personal data to market, conduct and perform technical analysis on the completion of the Token Sale. Processing of your personal data will also be carried out in order to: (a) fulfil ENX’s obligations under these Terms and under applicable law (including to comply with applicable anti-money laundering requirements); (b) complete your registration; (c) provide technical support and (d) to assist ENX in the development of the ENX Platform and the performance of the activities set out in the White Paper.
You acknowledge and agree that you may receive commercial electronic messages and advertising materials from ENX or third parties by order of ENX on the e-mail address and the mobile phone number that you provided to ENX throughout the use of the Website. At any time, you will be entitled to withdraw your consent to receive such materials by following the instructions provided in materials.
- Disclaimer, Limitation of Liability, Releases and Indemnification
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (I) IN NO EVENT WILL ENX OR ANY OF THE ENX PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES 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 NOTES OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM 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 THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE), AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF ENX AND THE ENX PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE NOTES, EXCEED THE AMOUNT YOU PAY TO US FOR NOTES.THE LIMITATIONS SET FORTH IN SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF ENX.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section may not apply to you.
8.2 Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (I) IN NO EVENT WILL ENX OR ANY OF THE ENX PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES 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 NOTES OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM 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 THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE), AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF ENX AND THE ENX PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE NOTES, EXCEED THE AMOUNT YOU PAY TO US FOR THE NOTES.
THE LIMITATIONS SET FORTH IN SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF ENX.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section may not apply to you.
To the fullest extent permitted by applicable law, you release ENX and ENX 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 participants in the ENX Platform 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.
(a) To the fullest extent permitted by applicable law you will indemnify, defend and hold harmless and reimburse ENX, and each of their respective past, present and future advisors, employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (collectively, ENX Parties), from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by such parties arising from or relating to: (i) Purchaser’s purchase or use of NOTES; (ii) Purchaser’s responsibilities or obligations under these Terms; (iii) Purchaser’s breach of or violation of these Terms; (iv) any inaccuracy in any representation or warranty of Purchaser; (v) Purchaser’s violation of any rights of any other person or entity; and/or (vi) any act or omission of Purchaser that is negligent, unlawful or constitutes willful misconduct.
(b) ENX reserves the right to exercise sole control over the defense, at Purchaser’s expense, of any claim subject to indemnification under this Section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Purchaser and ENX.
8.5 Contract (Rights of Third Parties)
Any ENX Party or other identifiable person who is not a party to these Terms and Conditions may enforce any rights granted to it pursuant to these Terms and Conditions in its own right as if it was a party to these Terms and Conditions. Except as expressly provided in the foregoing sentence, a person who is not a party to these Terms and Conditions shall not have any rights under the Contracts (Rights of Third Parties) Law, 2014 (as amended) to enforce any term of these Terms and Conditions. Notwithstanding any term of these Terms and Conditions, the consent of or notice to any person who is not a party these Terms and Conditions shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under these Terms and Conditions at any time.
8.6 Force Majeure
The Token Sale and the performance of ENX’s activities set out in White Paper development roadmap may be interrupted, suspended or delayed due to force majeure events. For the purposes of these Terms, a force majeure event shall mean any extraordinary event or circumstances which could not be prevented by ENX and shall include: hardware, software or other utility failures, changes in market forces or technology, software or smart contract bugs, changes in blockchain-related protocols, acts of nature, wars, armed conflicts, mass civil disorders, industrial actions, epidemics, lockouts, slowdowns, prolonged shortage or other failures of energy supplies or communication service, acts of municipal, state or federal governmental agencies or other circumstances beyond ENX’s control, which were not in existence at the time of Token Sale. Purchaser understands and agrees that ENX shall not be liable and disclaims all liability to Purchaser in connection with an force majeure event.
In these Terms, unless the contrary intention appears:
(a) a reference to a statute includes references to that statute as amended or re-enacted and to other statutes that modify its application as well as references to any subordinate legislation made or to be made under that statute;
(b) a reference to the singular includes the plural and vice versa;
(c) a reference to a gender includes the other genders;
(d) a reference to persons includes individuals, companies, firms, partnerships, government bodies or agencies and corporations sole and aggregate;
(e) obligations entered into by more than one person in these Terms bind all of those persons jointly and each of them severally; and
(f) the headings do not affect the interpretation of these Terms.
9.2 Multiple Purchaser
If there is more than one Purchaser, then all representations, warranties, acknowledgements, undertakings and agreements by the Purchaser binds those persons jointly and each of them individually, and all benefits in favor of the Purchaser benefits those persons jointly and each of them individually.
9.3 Governing law and venue
These Terms shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the U.S, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. All disputes or claims arising out of or in connection with these Terms, including disputes relating to its validity, breach, termination or nullity shall be finally settled under by a court in the California.
9.4 No Class actions
Any dispute arising out of or related to these Terms is personal to Purchaser and ENX 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 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.
You shall not assign these Terms without the prior written consent of ENX. Any assignment or transfer in violation of this Section will be void. ENX may assign these Terms and Conditions to an affiliated entity at any time without your prior consent. Subject to the foregoing, these Terms, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.
If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
9.7 No waivers
The failure by ENX to exercise or enforce any right or provision of these Terms will not constitute a present or future waiver of such right or provision nor limit ENX’s right to enforce such right or provision at a later time. All waivers by ENX must be unequivocal and in writing to be effective.
9.8 No partnership; No agency; No third-party beneficiaries
Nothing in these Terms and no action taken by the parties shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the parties. Nothing in these Terms and no action taken by the parities pursuant to these Terms shall constitute, or be deemed to constitute, either party to be an agent of the other party for any purpose. No party has, pursuant to these Terms, any authority or power to bind or to contract in the name of the other party. These Terms do not create any third-party beneficiary rights in any person.
9.9 Electronic communications
You agree and acknowledge that all agreements, notices, disclosures and other communications that ENX provides pursuant to these Terms or in connection with or related to your purchase of NOTES, may be provided by ENX, in its sole discretion, to you, in electronic form.
Only English versions of the White Paper and ENX’s communications shall be considered official.
The English version shall prevail in case of differences in translation.
SCHEDULE 1 – IMPORTANT INFORMATION
PLEASE READ THIS SECTION CAREFULLY. YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX, AND OTHER PROFESSIONAL ADVISOR(S) BEFORE TAKING ANY ACTION IN CONNECTION WITH THIS AGREEMENT.
- Purchaser responsibility
The White Paper and Terms and Conditions are not composed in accordance with, and is not subject to, laws or regulations of any jurisdiction which are designed to protect investors. To the maximum amount permitted by applicable law, the ENX Parties expressly disclaim and shall not be liable for any and all responsibility for any direct or any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with (i) Purchaser’s acceptance of or reliance on any information contained in the White Paper, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.
- Forward looking information
All statements, estimates and financial information contained in the White Paper, made in any press releases or in any place accessible by the public and oral statements that may be made by ENX or any ENX Party that are not statements of historical fact, constitute “forward-looking statements”. Some of these statements can be identified by forward-looking terms such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will” or other similar terms. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual events or results, performance or achievements to differ materially from the estimates or the results implied or expressed in such forward-looking statements.
The acquisition of NOTES involves a high degree of risk. Before acquiring NOTES, it is recommended that each Purchaser conduct its own careful examination of all relevant information and risks about the ENX, the ENX Platform and NOTES and, specifically, the disclosures and risk factors set out below. If any of the following risks actually occurs, the ENX Platform, NOTES and Purchaser’s NOTES may be materially and adversely affected, including the Purchaser’s NOTES being rendered worthless or unusable.
3.1 “As-is” basis
NOTES are provided on “as is” basis. The ENX Parties and each of their respective directors, officers, employees, shareholders, affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding NOTES, including any warranty of title, merchantability or fitness for a particular purpose or any warranty that NOTES and ENX Platform will be uninterrupted, error-free or free of harmful components, secure or not otherwise lost or damaged. Except to the extent prohibited by applicable law, the ENX Parties and each of their respective directors, officers, employees, shareholders, affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealings, usage or trade.
3.2 Risk of unfavorable regulatory action in one or more jurisdictions
The regulatory status of cryptographic tokens, digital assets, and blockchain technology is undeveloped, varies significantly among jurisdictions and is subject to significant uncertainty. It is possible that certain jurisdictions may adopt laws, regulations, policies or rules directly or indirectly affecting the Bitcoin and Ethereum network, or restricting the right to acquire, own, hold, sell, convert, trade, or use NOTES. Developments in laws, regulations, policies or rules may alter the nature of the operation of the blockchain network upon which the NOTES are dependent. There can be no assurance that governmental authorities will not examine the operations of ENX Parties and/or pursue enforcement actions against ENX Parties. All of this may subject ENX Parties to judgments, settlements, fines or penalties, or cause ENX Parties to restructure their operations and activities or to cease offering certain products or services, all of which could harm ENX Parties’ reputation or lead to higher operational costs, which may, in turn, have a material adverse effect on the NOTES and/or the development of the ENX Platform.
3.3 Purchaser bears responsibility of legal categorization
There is a risk that NOTES might be considered a security in certain jurisdictions, or that they might be considered to be a security in the future. ENX does not provide any warranty or guarantee as to whether the NOTES will be a security in the jurisdiction of the Purchaser. Each Purchaser will bear all consequences of NOTES being considered a security in their respective jurisdiction. Every Purchaser is responsible to confirm if the acquisition and/or disposal of NOTES is legal in its relevant jurisdiction, and each Purchaser undertakes not to use NOTES in any jurisdiction where doing so would be unlawful. If a Purchaser establishes that the purchase or use of NOTES is not legal in its jurisdiction, it should not acquire NOTES and immediately stop using or possessing NOTES.
Acquiring NOTES in exchange for Cryptocurrency will most likely continue to be scrutinized by various regulatory bodies around the world, which may impact the usage of NOTES. The legal ability of ENX to provide or support NOTES in some jurisdictions may be eliminated by future regulation or legal actions. In the event ENX determines that the purchase or usage of NOTES is illegal in a certain jurisdiction, ENX may cease operations in that jurisdiction, or adjust NOTES or the ENX Platform in a way to comply with applicable law.
3.4 Purchaser bears responsibility for complying with transfer restrictions
NOTES may be placed on third-party exchanges, giving future purchasers and users an opportunity to openly buy NOTES. A user seeking to enter the ENX Platform following the Token Generation Event will have to buy NOTES on such exchanges. Conversely, NOTES may be sold on such exchanges if the holder of NOTES would like to exit the ENX Platform ecosystem. Existing laws on the circulation of securities in certain countries, such as the United States of America, Canada and Singapore, may prohibit the sale of the NOTES to the residents of those countries. When buying NOTES, Purchaser should be aware of the restrictions on their subsequent sale.
3.5 General security risks
(a) Risk of theft and hacking
Token generation events and initial coin offerings are often targeted by hackers and bad actors. Hackers may attempt to interfere with the Purchaser’s digital wallet or private key storage system (Purchaser’s Wallet), the Record Smart Contract or the availability of NOTES in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks. Any such attack may result in theft of Purchaser’s NOTES.
(b) Private keys
NOTES purchased by Purchaser may be held by Purchaser in Purchaser’s digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Purchaser’s digital wallet or vault storing NOTES will result in loss of such NOTES. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service Purchaser uses, may be able to misappropriate Purchaser’s NOTES. ENX is not responsible for any such losses.
(c) Failure to map a public key to Purchaser’s Wallet
Failure of the Purchaser to map a public key to such the Purchaser’s electronic and/or hardware device used to store public and private keys (Purchaser’s Wallet) may result in third-parties being unable to recognize buyer’s NOTE balance on the Ethereum blockchain when and if they configure the initial balances of a new blockchain based upon the ENX Platform.
(d) Exchange risks
If Purchaser sends Ether to ENX from an exchange or an account that Purchaser does not control, NOTES will be allocated to the account that has sent Ether; therefore, Purchaser may never receive or be able to recover Purchaser’s NOTES. Furthermore, if Purchaser chooses to maintain or hold NOTES through a cryptocurrency exchange or other third party, Purchaser’s NOTES may be stolen or lost.
(e) Risk of incompatible wallet services
The wallet or wallet service provider used for the acquisition and storage of the NOTES has to be technically compatible with the NOTES. The failure to assure this may result in the Purchaser not being able to gain access to its NOTES.
(f) Risk of weaknesses or exploitable breakthroughs in the field of cryptography
Advances in cryptography, or other technical advances such as the development of quantum computers, could present risks to Cryptocurrencies, Ethereum and NOTES, which could result in the theft or loss of NOTES.
(g) Internet transmission risks
There are risks associated with using NOTES including, but not limited to, the failure of hardware, software, and internet connections. ENX shall not be responsible for any communication failures, disruptions, errors, distortions or de- lays you may experience when using the ENX Platform and NOTES, howsoever caused. Transactions in Cryptocurrency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Cryptocurrency transactions are deemed to be made when recorded on a public ledger, which is not necessarily the date or time when the transaction is initiated.
3.6 ENX Platform disclosures
(a) No guarantee that Record Smart Contract will be developed
Purchaser acknowledges, understands and agrees that Purchaser should not expect and there is no guarantee or representation or warranty by ENX that: (a) the ENX Platform will ever be adopted; (b) the ENX Platform will be adopted as developed by ENX and not in a different or modified form; (c) a blockchain utilizing or adopting ENX will ever be launched; and (d) a blockchain will ever be launched with or without changes to the ENX Platform and with or without a distribution matching the fixed initial balances of NOTES. Furthermore, initial NOTES will not have any functionality or rights on the ENX Platform and holding NOTES is not a guarantee, representation or warranty that the holder will be able to use the ENX Platform, or receive any tokens utilized on the ENX Platform, even if the ENX Platform is launched and the Record Smart Contract is adopted, of which there is no guarantee, representation or warranty made by ENX.
(b) Risks associated with the Record Smart Contract and associated soft- ware and/or infrastructure
1. Malfunctions. The Record Smart Contract is based on the Ethereum blockchain. As such, any malfunction, unintended function or unexpected functioning of the Ethereum protocol may cause NOTES and/or the ENX Platform to malfunction or function in an unexpected or unintended manner.
2. Bugs and weaknesses. The Ethereum blockchain rests on open source software, and accordingly there is the risk that the Record Smart Contract may contain intentional or unintentional bugs or weaknesses which may negatively affect NOTES or result in the loss or theft of NOTES or the loss of ability to access or control NOTES. In the event of such a software bug or weakness, there may be no remedy and NOTE holders are not guaranteed any remedy, refund or compensation.
3. Delays and congestions. On the Ethereum blockchain timing of block production is determined by proof of work so block production can occur at random times. For example, Ether contributed to the Record Smart Con- tract in the final seconds of a distribution period may not get included for that period. Purchaser acknowledges and understands that the Ethereum blockchain may not include the Purchaser’s transaction at the time Purchaser expects and Purchaser may not receive NOTES the same day Purchaser sends Ether. The Ethereum blockchain is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. Purchaser acknowledges and understands that Ethereum block producers may not include Purchaser’s transaction when Purchaser wants, or Purchaser’s transaction may not be included at all.
4. Value of Ether. Ether, the native unit of account of the Ethereum may itself lose value in ways similar to NOTES, and also other ways. More information about Ethereum is available at http://www.ethereum.org.
3.7 Irreversible nature of blockchain transactions
Transactions involving NOTES that have been verified, and thus recorded as a block on the blockchain, generally cannot be undone. Even if the transaction turns out to have been in error, or due to theft of a user’s NOTE, the transaction is not reversible. Further, at this time, there is no governmental, regulatory, investigative, or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen Cryptocurrencies. Consequently, ENX may be unable to replace missing NOTES or seek reimbursement for any erroneous transfer or theft of NOTES.
3.8 Amendments to protocol
The development team and administrators of the source code for Ethereum blockchain or the Record Smart Contract could propose amendments to such network’s protocols and software that, if accepted and authorized, or not accepted, by the network community, could adversely affect the supply, security, value, or market share of NOTES.
3.9 Risk of mining attacks
As with other decentralized cryptocurrencies, Ethereum blockchain, which is used for the NOTES, is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks,” selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the NOTES, expected proper execution and sequencing of NOTES, and expected proper execution and sequencing of Ethereum contract computations in general. Despite the efforts of ENX and Ethereum Foundation, the risk of known or novel mining at- tacks exists. Mining attacks, as described above, may also target other blockchain networks, with which the NOTES interact with and consequently the NOTES may be impacted also in that way to the extent described above.
- ENX disclosures
4.1 Legal structure of ENX
ENX is an exempted company incorporated in the U.S pursuant to the Companies Law (2018 Revision). An exempted company is a body corporate which has separate legal personality capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit and having perpetual succession. The constitution of an exempted company is contained in two documents, the memorandum of association and the articles of association (Articles). The Articles typically provide that there must be at least one director of a U.S company. Generally, the Articles will specify that the management of a U.S company is the responsibility of, and is carried out by, its board of directors. If the Articles permit it, a U.S company may indemnify officers and directors of the company from all liabilities and expenses incurred by search persons in the performance of their duties. The memorandum of association of a U.S company must specify the authorized share capital of such company. The memorandum of association will state the aggregate amount of the authorized share capital, together with details of the number of shares into which it is divided and the par value of those shares. As a NOTE holder, you are not entitled to any right or interest in or to shares of ENX and have no rights to appoint or remove the board of directors of ENX.
Because NOTES confer no governance rights of any kind with respect to ENX platform or ENX, all decisions involving ENX’s products or services within the platform or ENX itself will be made by ENX at its sole discretion. These decisions could adversely affect the platform and the utility of any NOTE you own.
4.2 Relationship between ENX
Following the token sale, ENX will enter into a contractual arrangement whereby the proceeds of the token sale will be used by ENX to pay for costs associated with developing the ENX Platform. The ENX is not partner under any partnership arrangement and, accordingly, neither party may contractually bind the other as its partner.
4.3 Dependence on management team
The ability of the ENX Platform project team which is responsible for maintaining competitive position of the ENX Platform is dependent to a large degree on the services of a senior management team. The loss or diminution in the services of members of such senior management team or an inability to attract, retain and maintain additional senior management personnel could have a material adverse effect on the ENX Platform. Competition for personnel with relevant expertise is intense due to the small number of qualified individuals, and this competition may seriously affect ENX’s ability to retain its existing senior management and attract additional qualified senior management personnel, which could have a significant adverse impact on the ENX Platform.
4.4 Risks related to reliance on third parties
Even if completed, the ENX Platform will rely, in whole or partly, on third-parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third-parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, any of which might have a material adverse effect on the ENX Platform.
4.5 Insufficient interest in the ENX Platform and NOTES
It is possible that the ENX Platform or NOTES will not be used by a large number of individuals, businesses and organizations and that there will be limited public interest in the creation and development of its functionalities. Such a lack of interest could impact the development of the ENX Platform.
4.6 ENX Platform development risks
The development of the ENX Platform and/or Record Smart Contract may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
4.7 Changes to ENX Platform
The ENX Platform is still under development and may undergo significant changes over time. Although ENX Parties intend for the ENX Platform to have the features and specifications set forth in this White Paper, changes to such features and specifications may be made for any number of reasons, any of which may mean that the ENX Platform does not meet expectations of the Purchaser.
4.8 Other projects
The ENX Platform may give rise to other, alternative projects, promoted by parties that are affiliated or unaffiliated with ENX Parties, and such projects may provide no benefit to the ENX Platform.
- Other disclosures
Purchases of NOTES should be undertaken only by individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, including Ether, and blockchain based software systems. Purchaser should have a functional understanding of storage and transmission mechanisms associated with other cryptographic tokens.
While ENX will be available to assist purchasers of NOTES during the sale, ENX will not be responsible in any way for loss of BTC, ETH or NOTES resulting from actions taken by, or omitted by purchasers. If you do not have such experience or expertise, then you should not purchase NOTES or participate in the sale of NOTES.
Cryptographic tokens such as NOTES are a new and untested technology. In addition to the risks included above, there are other risks associated with your purchase, possession and use of NOTES, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed above.
SCHEDULE 2 – ELIGIBLE PURCHASER
From time to time, ENX’s directors may amend the criteria for determining who is an Eligible Purchaser for the purpose of purchasing or receiving a NOTE.
Initially, all Purchasers are Eligible Purchaser except the following:
(a) a Purchaser whose acquisition of NOTES would cause a breach of the law or requirements of any country or governmental authority, including anti-money laundering regulations or conventions;
(b) a Purchaser on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department’s Office of Foreign Asset Control (OFAC) or on the sanctions lists adopted by the United Nations and the European Union to such extent such sanctions are extended by the UK Government to its Overseas Territories, as such lists may be amended from time to time;
(c) a Purchaser who acts, directly or indirectly, for a senior foreign political figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political figure unless ENX, after being specifically notified by the Purchaser in writing that it is such a person, conducts further due diligence, and determines that the investment is permitted;
(d) a Purchaser or an entity acting as trustee, agent, representative or nominee for a Purchaser that is a foreign shell bank;
(e) a Purchaser who makes representations or warranties in the Terms that are not true when given or have ceased to be true;
(f) a Purchaser whose circumstances are such that, in the opinion of ENX’s directors, its continued ownership of NOTES would cause an undue risk of adverse tax or other consequences to ENX. Those circumstances include those that affect that Purchaser directly or indirectly, whether taken alone or in conjunction with another person or persons, connected or not, or any other circumstance that appears to the directors to be relevant; and
(g) a Purchaser, or a Purchaser that is an entity acting as trustee, agent, representative or nominee for a person, who is a Resident of a Restricted Territory (as defined above), which includes United States person (within the meaning of Regulation S of the United States Securities Act). The Purchaser must notify ENX immediately if the Purchaser becomes a United States person or becomes aware that any person for whom the Purchaser holds shares as trustee, agent, representative or nominee has become a United States person.
All persons who do come within any of these categories are known, collectively, as Prohibited Persons.