MDX TOKENS SALE AGREEMENT
Last updated: 14.03.2018
PLEASE READ CAREFULLY THIS AGREEMENT AS IT AFFECT YOUR OBLIGATIONS AND LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO WAIVERS OF RIGHTS AND LIMITATION OF LIABILITY. PURCHASER UNDERSTAND AND AGREE THAT BY VIRTUE OF PURCHASE OF MDX TOKENS PURCHASER IS SUBJECT TO AND BOUND BY THIS AGREEMENT. NOTE THAT THIS AGREEMENT INCLUDES PRE-DISPUTE RESOLUTION CLAUSE IN SECTION 66, ARBITRATION CLAUSE IN SECTION 67 AND A CLASS ACTION WAIVER CLAUSE IN SECTION 68. IF YOU HAVE ANY QUESTIONS REGARDING THIS AGREEMENT, PLEASE CONTACT THE COMPANY AT INFO@MIDEX.COM.
BUYING MDX TOKENS INVOLVES RISKS, AND PURCHASERS SHOULD BE ABLE TO BEAR THE LOSS OF THEIR ENTIRE PURCHASE. ALL PURCHASERS SHOULD MAKE THEIR OWN DETERMINATION OF WHETHER OR NOT TO MAKE ANY PURCHASE, BASED ON THEIR OWN INDEPENDENT EVALUATION AND ANALYSIS. DO NOT PURCHASE MDX TOKENS IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING MDX TOKENS, YOU SHOULD CAREFULLY CONSIDER THE TERMS AND CONDITIONS OF THIS MDX TOKENSALE AGREEMENT LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE MDX TOKENS. BY PURCHASING MDX TOKENS, AND TO THE EXTENT PERMITTED BY LAW, YOU AGREE NOT TO HOLD ANY OF THE THE COMPANY AND ITS RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS LIABLE FOR ANY LOSSES OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM, OR IN ANY WAY CONNECTED, TO THE SALE OF MDX TOKENS, INCLUDING LOSSES ASSOCIATED WITH THE TERMS SET FORTH BELOW.
PLEASE NOTE THAT COMPANY IS IN THE PROCESS OF UNDERTAKING A LEGAL AND REGULATORY ANALYSIS OF THE FUNCTIONALITY OF MDX TOKEN. FOLLOWING THE CONCLUSION OF THIS ANALYSIS, COMPANY MAY DECIDE TO AMEND THE INTENDED FUNCTIONALITY OF MDX TOKEN IN ORDER TO ENSURE COMPLIANCE WITH ANY LEGAL OR REGULATORY REQUIREMENTS TO WHICH COMPANY IS SUBJECT. WE SHALL PUBLISH A NOTICE ON OUR WEBSITE OF ANY CHANGES THAT WE DECIDE TO MAKE MODIFICATIONS TO THE FUNCTIONALITY OF MDX TOKENS AND IT IS YOUR RESPONSIBILITY TO REGULARLY CHECK OUR WEBSITE FOR ANY SUCH NOTICES. ON THE CONLCUSION OF THIS ANALYSIS, WE WILL DECIDE WHETHER OR NOT TO CHANGE THE FUNCTIONALITY OF MDX TOKENS.
MDX GROUP OU DOES NOT ACCEPT ANY USERS FROM THE COUNTRIES OR TERRITORIES WHERE ITS ACTIVITY SHALL BE ESPECIALLY LISENCED, ACCREDITATED OR REGULATED BY OTHER WAYS. YOU SHALL CHECK YOUR APPLICABLE LAW AND BE FULLY RESPONSIBLE FOR ANY NEGATIVE IMPACT ARISEN FROM YOUR RESIDENCE COUNTRY REGULATIONS. IF YOU ARE TRAVELLING TO ANY OF THESE COUNTRIES, YOU ACKNOWLEDGE THAT OUR SERVICES MAY BE UNAVAILABLE AND/OR BLOCKED IN SUCH COUNTRIES. MDX GROUP OU RESERVES THE RIGHT TO IMPOSE ADDITIONAL REQUIREMENTS OR CONDITIONS BEFORE ACCEPTING PURCHASERS RESIDING IN OR FROM SPECIFIC COUNTRIES IN ITS SOLE DISCRETION. MDX TOKENS SOLD IN CONNECTION WITH THIS AGREEMENT ARE OFFERED ONLY OUTSIDE OF THE UNITED STATES OF AMERICA (HEREINAFTER THE “U.S.”) TO NON-U.S. PERSONS, PURSUANT TO THE PROVISIONS OF REGULATION S OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THESE TOKENS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION OR UNDER AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS AND THE PURCHASERS SHOULD NOT ASSUME THEY WILL BE ABLE TO RESELL THEIR TOKENS IN THE UNITED STATES. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE REGULATOR HAS PASSED UPON THE MERITS OF OR GIVEN ITS APPROVAL TO THE TOKENS, THE TERMS OF THE TOKEN SALE, OR THE ACCURACY OR COMPLETENESS OF ANY ASSOCIATED MATERIALS.
IF YOU DO NOT AGREE WITH THIS AGREEMENT AND CONDITIONS, OF MDX TOKENS SALE YOU MUST NOT ACCESS OR USE THE WEBSITE OR PURCHASE MDX TOKENS VIA ICO.MIDEX.COM WEBSITE.
The following terms and conditions of the MDX Tokens sale agreement (“Agreement”) govern your (“You” or the “Purchaser”) purchase of cryptographic tokens ("MDX Tokens") from MDX Group OU, a company incorporated in Estonia, registry number 14381075 at Harju maakond, Tallinn, Lasnamae linnaosa, Punane tn 6-219, 13619 (“We”, “Us”, “Midex” or the “Company”). The Purchaser and the Company each are “Party” and, together, the “Parties” to this Agreement agree as follows:
Acceptance & changes to this Agreement
By the fact of purchase of MDX Tokens from the Company and confirmation of acceptance of this Agreement and/or by clicking on the checkbox “I agree” at the website ico.midex.com as such actions are a symbol of Purchaser’s signature, the Purchaser confirm that he/she/it have read this Agreement carefully and in its entirety and understand that HE/SHE/IT IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT and any terms or agreement incorporated by reference AND AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. The Purchaser may withdraw from his/her/its obligations under this Agreement at any time under conditions in sections 38, 39 of this Agreement.
Unless otherwise stated herein, this Agreement govern only Purchaser’s acquisition of Tokens from Midex during the Sale Period. Any use of MDX Tokens in connection with providing or receiving Services in the Platform shall be governed primarily by other applicable agreements and policies. The Company may use third party services to process the Token Sale and any rules applicable by third party described in this Agreement to such processing of MDX Tokens should also be applicable in addition to this Agreement.
This Agreement is intended to fully reflect the terms and conditions of the original agreement between the parties. No provision of this Agreement shall be considered waived unless such waiver is accepted by the party that benefits from the enforcement of such provision by action of a click in a specific check box with the text “I agree” at the Website, which shall be published on the Website in such case. No waiver of any provision in this Agreement, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of this Agreement will not in any way affect, limit, or waive a party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.
The Purchaser acknowledges and accepts that this Agreement may be modified, changed, supplemented, updated at any time without prior written notice, at sole discretion of Midex. Your continued use of the MDX Tokens after any amendments or alterations of this Agreement shall constitute Your consent hereto and acceptance hereof. At any case, the date of the most recent amendments and alterations will be indicated at the top of this Agreement. If the Purchaser does not agree to such revised terms of the Agreement he/she/it must stop using this MDX Tokens and may withdraw from his/her/its obligations under this Agreement at any time under conditions in sections 38, 39 of this Agreement.
- In this Agreement unless the opposite is clear from the context the following rules of interpretation apply:
1) Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
2) Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
3) References to clauses and schedules are to the clauses and schedules of this Agreement and references to paragraphs are to paragraphs of the relevant schedule;
4) A reference to any party shall include that party’s personal representatives, successors and permitted assigns.
5) All references to a person include firms, companies, government entities, trusts and partnerships or other or unincorporated body (whether or not having separate legal personality);
6) The term 'including' does not exclude anything not listed;
7)A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
8) A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
9) A reference to writing or written includes fax and e-mail.
10) Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
11) Any words following this Agreement including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding or following that agreement.
12) Headings of sections are for convenience only and shall not be used to limit or construe such sections. All the sections in this Agreement shall survive any termination or expiration of this Agreement.
- The following definitions and rules of interpretation apply in this Agreement:
|"Agreement"||Terms and Conditions of this Agreement and any other rules, policies or procedures that may be issued by Midex and published from time to time on the Website (including the Accompanying Documents).|
|"Purchaser" or "You"||A party to this Agreement which is any person, who uses the Website for purchase of MDX Tokens via account on the Website. The Company reserves its right to set forth at any time and upon its own discretion special eligibility conditions or other requirements to certain MDX Tokens Purchasers.|
|"Midex" or "Company", "We", Us"||MDX Group OU, a company incorporated in Estonia, registry number 14381075 at Harju maakond, Tallinn, Lasnamae linnaosa, Punane tn 6-219, 13619, which issues and offer MDX Tokens for sale under this Agreement.|
|"Affiliate"||Any person or entity that has any relation to the Midex, including, but not limited to partners, employees, agents and contractors of the Company.|
|"Applicable Law"||Law applicable under this Agreement to any and all relations between the Purchaser and the Company.|
|"Politically exposed person" or "PEP"||Foreign PEPs: individuals who are or have been entrusted with prominent public functions by a foreign country, for example Heads of state or Heads of government, senior politicians, senior government, judicial or military officials, senior executives of state owned corporations, important political party officials. Domestic PEPs: individuals who are or have been entrusted domestically with prominent public functions, for example Heads of State or of government, senior politicians, senior government, judicial or military officials, senior executives of state owned corporations, important political party officials.|
|"Third party"||any natural or legal person who is not a Party according to this Agreement|
|"Applicable Exchange Rate"||The volume-weighted average price of Ethereum (ETH) or Bitcoin (BTC) or any other accepted cryptocurrency in U.S. Dollars (USD) at Bitfinex cryptocurrency exchange (available in the Internet via https://www.bitfinex.com) at the Effective Date in this Agreement.|
|"Midex Platform" or "Platform"||A digital platform (not a legal entity) operated by Estonian financial organization MDX Group OU, designated for provision of services of exchange and storage of virtual currencies, management of encrypted structured data in decentralized databases and provision of digital services accessible via use of MDX Tokens.|
|"Cryptocurrency"||Digital cryptographic representation of assets, represented by Ethereum (ETH), Bitcoin (BTC) and any other type of cryptocurrency accepted during the Token Sale by the Company under the section 30 of this Agreement used by Purchasers for aquisition of MDX Tokens.|
|"Intellectual Property Rights"||Any invention, patent, utility model right, copyright and related right, registered design, unregistered design right, trade mark, trade name, internet domain name, design right, design, service mark, database rights, topography rights, rights in get-up and trade dress, rights in goodwill or to sue for passing off and any other rights of a similar nature or other industrial or intellectual property rights owned or used by the Midex in any part of the world whether or not any of the same is registered (or capable of registration), including applications and the right to apply for and be granted, extensions or renewals of and rights to claim priority from, such rights and all equivalent or similar rights or protections which subsist now or will subsist in the future.|
|"MDX Token"||Digital cryptographic token, which is a software digital product (not being cryptocurrency), created and issued by the Company as a cryptographically secured representation of the right to exchange MDX Token for services on the Platform or to reduce the Platform’s commissions for the exchange of cryptocurrency and which give the Purchaser access to certain features on the Platform. MDX Token can also be exchanged by the Company for MDB and MDI Tokens.|
|"MDB Tokens"||MDB is an internal Platform digital cryptographic token which is a software digital product (not being cryptocurrency), created and issued by the Company generated in proportion to the total amount of MDX Tokens and amount of tokens which purchaser hold on the Platform. A number of MDB Tokens is distributed to every platform user who hold MDX Tokens every quarter. In case of exchange of MDX Tokens for MDB Tokens a part of MDX Tokens shall be burned. MDB Tokens can be used as form of payment for commission of permanent privileges on Platform. Different goods and services of Company’s partners may only be exclusively purchased for MDB Tokens.|
|"MDI Tokens"||MDI Token is a form of digital cryptographic asset which Company expect to develop in the year 2019 as a form of unsecuritized profit participation rights for qualified investors in compliance with legal requirements and additional Agreement on purchase of MDI Tokens. At this moment Company does not sell MDI Tokens or offer them to eligible purchasers. Information related to MDI Tokens shall be considered as forward looking statement and may be subject to change and should not be considered as a form of offering of securities during the Token Sale of MDX Tokens.|
|"MDX Tokens Sale"||An offering, public sale and distribution of MDX Tokens to eligible Purchasers held during a limited period of time specified in section 30 of this Agreement.|
|"Smart Contract" or "Smart Contract System"||Digital computer protocol intended to facilitate, verify and enforce the negotiation and purchase of MDX Tokens by Purchaser.|
|"Website"||A group of interrelated websites owned and operated by MDX Group OU, available in the Internet via address: ico.midex.com and special application based on blockchain technology.|
Certain statements in this Agreement and informational documents of the Company constitute “forward-looking information” under applicable laws. Except for statements of historical fact, information contained herein may constitute forward-looking statements. When used in this Agreement, the words “may,” “will,” “should,” “project,” “anticipate,” “believe,” “estimate”, “intend,” “expect,” “continue,” and similar expressions or the negatives thereof are generally intended to identify forward-looking statements. Forward looking statements are not guarantees of future performance, and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance on Company’s obligations, market projections and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward looking statements. Although forward-looking statements contained herein are based upon what management believes may be reasonable assumptions, forward-looking statements may prove to be inaccurate, as actual results and future events could differ materially from those anticipated in such statements. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectation with regard thereto or any change in events, conditions, or circumstances on which any such statement is based.
This Agreement is intended to fully reflect the terms and conditions of the original agreement between the parties. No provision of this Agreement shall be considered waived unless such waiver is accepted by the party that benefits from the enforcement of such provision by action of a click in a specific check box with the text “I agree” on the Website or Platform, which shall be published on the Website or Platform in such case. No waiver of any provision in this Agreement, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of this Agreement will not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.
- By purchasing MDX Tokens each Purchaser covenants, represents, and warrants that (under the Applicable Law and law of the country of Purchaser’s residence):
1) he/she/it is of an age of majority to enter into this Agreement (at least 18 years of age), meets all other eligibility criteria and residency requirements, and is fully able and legally competent to use the Website, enter into agreement with the Midex and in doing so will not violate any other agreement to which he/she/it is a party;
2) he/she/it has necessary and relevant experience and knowledge to deal with cryptographic Tokens, cryptocurrencies and Blockchain-based systems, as well as full understanding of their framework, and is aware of all the merits, risks and any restrictions associated with cryptographic Tokens (their purchase and use), cryptocurrencies and Blockchain-based systems, as well as knows how to manage them, and is solely responsible for any evaluations based on such knowledge;
3) if he/she/it is a corporation or other legal entity, he/she/it has the right, power and authority to enter into this Agreement on behalf of the corporation or other legal entity and bind them to this Agreement;
4) Is not a foreign or domestic PEP.
5) he/she/it will not be using the Website for any illegal activity, including but not limited to money laundering and the financing of terrorism;
Purchaser is only allowed to purchase MDX Tokens if and by buying MDX Tokens he/she/it covenant, represent, and warrant that you are neither a citizen, resident or tax resident of the United States of America (hereinafter referred to as the “U.S.” or U.S. Person under definition of Rule 902 of the U.S. Securities Act of 1933), People's Republic of China (hereinafter referred to as “PRC”), Canada, New Zealand, Iceland, North Korea, Taiwan, Afghanistan, Pakistan, Iran, Syria, Yemen, Somalia, Sudan, South Sudan, Central African Republic and countries or territories or individuals under the sanctions of the United Nations or the European Union (the list is available at: https://eeas.europa.eu/sites/eeas/files/restrictive_measures-2017-08-04.pdf).
The U.S., PRC citizens and residents are not eligible and not allowed to participate in the MDX Tokens Sale due to various taxation and regulatory issues. Purchaser is only allowed to purchase MDX Tokens if he/she/it is neither a U.S., PRC citizen or permanent resident of the mentioned states, nor Purchaser has a primary residence or domicile in the U.S. (including Puerto Rico, the U.S. Virgin Islands, and any other possessions of the U.S.), PRC. In order to buy MDX Tokens and by buying them Purchaser covenant, represent, and warrant that none of the owners of the company, of which Purchaser can be an authorized officer, are U.S., PRC citizens or permanent residents. Should this change at any time, Purchaser shall immediately notify the Company. Purchaser also represent and warrant that he/she/it is not a citizen or resident of a geographic area in which access to or use of the cryptocurrency or cryptographic tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act. The Company shall reserve the right to refuse to sell MDX Tokens to anyone who does not meet the citizenship and residence criteria set forth above. Purchasers cannot resell MDX Tokens to citizens and residents of countries and territories restricted in this Agreement.
Midex prohibits acceptance of funds by any persons or entities that are acting, directly or indirectly:
1) in contravention of any Estonian or international laws and regulations, including anti-money laundering regulations or conventions;
2) on behalf of terrorists or terrorist organizations;
3) for a PEP or any member of a PEP’s family or any close associate of a PEP, unless the Company, after being specifically notified in writing that the Purchaser is such a person, conducts further due diligence, and determines that such acquisition shall be permitted; or
4) for a foreign shell bank.
Description of MDX Tokens
MDX Tokens are digital cryptographic tokens based on the Ethereum protocol technology and conform to the ERC20 standard and serve as a software digital product (not being cryptocurrency), created and issued by the Company as a cryptographically secured representation of the right to exchange MDX Token for interaction and services on the Platform or to reduce the Platform’s commissions for the exchange of cryptocurrency and which give the Purchaser access to certain features on the Platform. MDX Token can also be exchanged by the Company for MDB and MDI Tokens.
There will be in total 75000000 (seventy five million) MDX Tokens available (“Total MDX Tokens Number”). Midex shall not create additional MDX Tokens at any time after the initial token release. All MDX Tokens unsold during the Token Sale shall be burnt.
MDX Tokens shall be distributed in the following manner:
1) 85% of the Total MDX Tokens Number shall be distributed to the Purchasers during the Token Sale;
2) 5% of the Total MDX Tokens Number shall be distributed to MDX Tokens to project advisors;
3) 5% of the Total MDX Tokens Tokens Number shall be retained by Midex development team;
4) 5% of the Total MDX Tokens Number shall be kept as reserve for Token Sale for client acquisition via social media contest regulated by Midex Bounty contest terms and conditions;
MDX Tokens carries no rights, express or implied, other than those, set out herein, subject to Midex development of the project. In particular, MDX Tokens holders shall not have any influence in the development or governance of Midex, and MDX Tokens do not represent or constitute any ownership right or stake, share or security or equivalent rights or any right to receive future revenue shares, or any other form of participation in or relating to Midex.
Purchaser acknowledge and accept that MDX Tokens do not represent or constitute:
a) any ownership right or stake, share, equity, security, commodity, bond, debt instrument or any other financial instrument or investment carrying equivalent rights;
b) any right to receive future revenues, shares or any other form of participation or governance right from, in or relating to Company and Platform;
c) any form of money or legal tender in any jurisdiction, nor do they constitute any representation of money (including electronic money).
Any potential future use of MDX Tokens in connection with the provision or receipt of services on Midex Platform, shall be subject to and governed by such other applicable terms, conditions and policies relating to the use of each such service or Platform. Such terms and conditions regulating the use of the Platform shall be made available to the Platform users.
MDX Tokens are not consumer products and its holders accepts explicitly and agree to it that they are not covered by the consumer protection regulation of any jurisdiction.
Special conditions related to MDX, MDB and MDI Tokens
Purchaser is responsible for implementing all reasonable and appropriate measures for securing his/her/its cryptographyc wallet, vault or other storage mechanism he/she/it use to send payment to Company and to receive and store MDX Tokens that are issued to him/her/it by the Midex smart contract, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If Purchaser’s private key(s) or other access credentials are lost, he/she/it may lose access to MDX Tokens. Company shall not be responsible for any security measures relating to Purchaser’s receipt, possession, storage, transfer or potential future use of MDX Tokens nor shall we be under any obligation to recover or return any MDX Tokens and Company hereby excludes (to the fullest extent permitted under Applicable law) any and all liability for any security breaches or other acts or omissions which result in Purchaser’s loss of (including loss of access to) MDX Tokens issued to Purchaser during the Token Sale.
MDB Token is an internal Platform digital cryptographic token which is a software digital product (not being cryptocurrency), created and issued by the Company generated in proportion to the total amount of MDX Tokens and amount of tokens which purchaser hold on the Platform. A number of MDB Tokens is distributed to every platform user who hold MDX Tokens every quarter. In case of exchange of MDX Tokens for MDB Tokens a part of MDX Tokens shall be burned. MDB Tokens can be used as form of payment for commission of permanent privileges on Platform. Different goods and services of Company’s partners may only be exclusively purchased for MDB Tokens as for a form of loyalty bonuses for the use of Midex Platform.
MDI Token is a form of cryptographic asset which Company expect to develop in the year 2019 as a form of unsecuritized profit participation rights for qualified investors in compliance with legal requirements and additional Agreement on purchase of MDI Tokens. MDX Tokens do not guarantee any right for profit from Company’s activities. However, Company expect and reserve the right to propose the possibility of exchange of MDX Tokens on MDI Tokens for Purchasers whose purchase of MDX Tokens during the Token Sale exceeded 10000$ USD by Applicable Exchange Rate in cryptocurrency and who comply with qualified investor criteria under Applicable law. In no event shall this close be interpreted as a form of offering of MDX Tokens as securities and should be considered as a forward looking statement.
Acknowledgement and assumption of risks related to MDX Tokens
Purchaser understand that MDX Tokens, blockchain technology, Ethereum, Ether and other associated and related technologies are new and untested and outside of Midex’s exclusive control and adverse changes in market forces or the technology, broadly construed, may prevent or compromise Midex’s performance under this Agreement.
Purchaser agree that no other party (including, without limitation any) may be held liable for any loss arising out of, or in any way connected with Purchaser’s participation in the MDX Tokens-sale, or receiving and holding Tokens or such risk.
Purchaser also acknowledge that prior to receiving MDX Tokens he have been warned of the following risks, associated with the Website, the Midex Tokens, the Platform and other relevant technologies mentioned herein:
- Legal risks regarding securities regulations
There is a risk that in some jurisdictions the MDX Tokens might be considered to be a security, or that it might be considered to be a security in the future. Midex does not give warranties or guarantees that MDX Tokens are not a security in all jurisdictions. Each holder of MDX Tokens shall bear its own legal or financial consequences of MDX Tokens being considered a security in their respective jurisdiction. Every Purchaser is bound to check if acquisition and disposal of MDX Tokens is legal in his jurisdiction, and by accepting this Agreement, each Purchaser undertakes not to use MDX Tokens should their use not be legal in the relevant jurisdiction. If Purchaser establishes that the use of MDX Tokens under this Agreement is not legal in his jurisdiction, You should not use the MDX Tokens, not acquire them and should immediately stop using or possessing them if such case arises. Acquiring cryptographic Tokens for personal possession and exchanging them for other cryptographic Tokens will most likely continue to be scrutinized by various regulatory bodies around the world, which has so far given mixed reactions and regulatory impact. The legal ability of Midex to provide MDX Tokens and the Platform in some jurisdictions may be eliminated by future regulation or legal actions. In the event, it turns out with a high degree certainty that MDX Tokens are not legal in certain jurisdiction, Midex will either:
a) cease operations in that jurisdiction, or
b) adjust MDX Tokens and the Platform in a way to comply with the regulation should that be possible and viable.
- Risks associated with Ethereum
MDX Tokens are based on Ethereum blockchain. As such, any malfunction, unintended function or unexpected functioning of the Ethereum protocol may cause the MDX Tokens to malfunction or function in an unexpected or unintended manner. Ether, the native unit of account of the Ethereum may itself lose value in ways similar to MDX Tokens, and also other ways. More information about the Ethereum is available at http://www.ethereum.org.
- Risk of unfavorable regulatory action in one or more jurisdictions
Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world. The functioning of the Ethereum network and associated blockchain networks and MDX Tokens could be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of digital Tokens like MDX Tokens, which could impede or limit their existence, permissibility of their use and possession, and their value.
- Risk of theft and hacking
Hackers or other groups or organizations may attempt to interfere with Your Third-party Wallet, the Website or the availability of MDX Tokens and Digital Assets in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks. You hereby agree that Midex shall have no liability for any such loss the Purchaser incur.
- Risk of security weaknesses in the Website and/or MDX Tokens source code or any associated software and/or infrastructure
There is a risk that the Website and MDX Tokens may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of MDX Tokens.
- Risk of weaknesses or exploitable breakthroughs in the field of cryptography
Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies, Ethereum, MDX Tokens, the Platform, which could result in the theft or loss of MDX Tokens.
- Risk of mining attacks
As with other decentralized cryptocurrencies, Ethereum blockchain, which is used for the MDX Tokens, 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 MDX Tokens, expected proper execution and sequencing of MDX Tokens, and expected proper execution and sequencing of Ethereum contract computations in general. Despite the efforts of Midex and Ethereum Foundation, the risk of known or novel mining attacks exists. Mining Attacks, as described above, may also target other blockchain networks, with which the MDX Tokens interact with and consequently the MDX Tokens may be impacted in that way to the extent, described above.
- Risk of low or no liquidity
Even though there are currently online service available, which enable possibility of exchange of cryptographic tokens between themselves, and also, some of them enable exchange of cryptographic tokens for fiat money, there are no warranties and/or guarantees given that MDX Tokens will be listed or made available for exchange for other cryptographic tokens and/or fiat money, and no guarantees are given whatsoever with the capacity (volume) of such potential exchange. It shall be explicitly cautioned, that such exchange, if any, might be subject to poorly understood regulatory oversight, and Midex does not give any warranties in regard to any exchange services providers. Purchasers might be exposed to fraud and failure. In any case, Midex will not enable exchange of MDX Tokens for other cryptographic tokens or for fiat currency. Purchaser may not at any given time be able to acquire or dispose of its MDX Tokens due to lack of liquidity.
- Risk of loss of value
Value of MDX Tokens may fluctuate and their Purchasers might suffer loss in value of such acquired tokens. There might be different reasons that would cause unfavorable fluctuations of the value of the MDX Tokens.
- Risk of uninsured losses
MDX Tokens are unlike bank accounts or accounts at some other financial institutions and are entirely uninsured.
- Risk of malfunction in the Ethereum network or any other blockchain
It is possible that the Ethereum network or any other network, to which the MDX Tokens are interacting with, malfunctions in an unfavorable way, including but not limited to one that result in the loss of MDX Tokens
- Internet transmission risks
Purchaser acknowledge that there are risks associated with using the MDX Tokens including, but not limited to, the failure of hardware, software, and Internet connections. Purchaser acknowledge that Midex shall not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience when using the Website and MDX Tokens, howsoever caused.
- Unanticipated risks
Cryptocurrencies and blockchains are new and untested technology. In addition to the risks set forth here, there are risks that Midex cannot foresee and it is unreasonable to believe that such risks could have been foreseeable. Risks may further materialize as unanticipated.
- Insufficient interest in Midex, the Platform and MDX Tokens
It is possible that Midex, MDX Tokens or Platform will not be used by a large number of individuals, businesses and other 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 Platform and usage of MDX Tokens on it.
- MDX Tokens and the Platform, as developed, may not meet the Purchaser’s expectations
The Platform is currently under development and may undergo significant changes before release. The Purchaser’s expectations regarding the form and functionality of the Platform and MDX Tokens may not be met upon release of new Website, deployment of the Platform, additional products and services for any number of reasons, including a change in the design and implementation plans and execution of the implementation of MDX Tokens.
You are prohibited from violating any law, statute, ordinance or regulation in our registered jurisdiction as well as your country or residency by using MDX Tokens.
You may not use your MDX Tokens to engage in the following categories of prohibited activity and you confirm that you will not use MDX Tokens to do any of the following: Engage in a transaction involving the proceeds of any unlawful activity;
1) Defraud or attempt to defraud Midex or its affiliates;
2) Provide false, inaccurate or misleading information;
3) Infringe upon Company’s or any third party’s copyright, patent, trademark, or intellectual property rights;
4) Take any action that imposes an unreasonable or disproportionately large load on infrastructure of Midex, or detrimentally interfere with, intercept, or expropriate any system, data, or information;
5) Transmit or upload any material to the Platform that contains viruses or malware or any other harmful or deleterious programs;
6) Otherwise attempt to gain unauthorized access to the Platform and Website, computer systems or networks connected to the Website, through password mining or any other means;
- Company reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request. Midex reserves the right to cancel and/or suspend your Account and usage of MDX Tokens immediately and without notice if Company determine, in its sole discretion, that your Account and usage of MDX Tokens is associated with prohibited use, and/or a prohibited business, and or illegal activity under Applicable law.
Timeframe of MDX Token SALE
- Purchase of MDX Tokens may be made during a defined period of time (hereinafter “MDX Token Sale Period”). The Token Sale Period shall commence on 15 January 2018 at 01:00 CET and shall end on satisfaction of one of the following conditions (whichever is the earlier):
1) sufficient payments are received by the Smart Contract such that it results in the sale of all MDX Tokens made available for the Token Sale; or
2) at the date and time of termination of the Token Sale at 23 hours, 59 minutes CET at 15th of April 2018.
Price of MDX Tokens
- Purchasers in the MDX Tokens Sale will be allocated their MDX Tokens in exchange for ETH, BTC and other cryptocurrencies accepted in Platform under Applicable Exchange rate for the day of the purchase at the following rate:
1) The first 17000000 (seventeen million) MDX Tokens: USD $1 by the Applicable Exchange Rate in cryptocurrency per one MDX Token;
2) After the 17000000 (seventeen million) MDX Tokens and until the sale of 25000000 (twenty five million) MDX Tokens: USD $1,2 Applicable Exchange Rate in cryptocurrency per one MDX Token;
3) After the 25000000 (twenty five million) MDX Tokens and until the sale of 32500000 (thirty two million and five hundred thousand) MDX Tokens: USD $1,3 Applicable Exchange Rate in cryptocurrency per one MDX Token;
4) After the 32500000 (thirty two million and five hundred thousand) MDX Tokens and until the sale of 40000000 (forty million) MDX Tokens: USD $1,4 Applicable Exchange Rate in cryptocurrency per one MDX Token;
5) After the 40000000 (forty million) MDX Tokens and until the sale of 48750000 (forty eight million and seventy five hundred thousand ) MDX Tokens: USD $1,5 Applicable Exchange Rate in cryptocurrency per one MDX Token;
MDX Tokens distribution and payment will be offered only through the Website. No third-party website or a different provider except ones listed on the Website allowed and has not been in any way supported, engaged, authorized or endorsed by Midex and have no relationship in any way with Midex. The only official and authorized website and MDX Tokens distribution provider is the Website available in the Internet via ico.midex.com The Purchaser must ensure that the URL of your web browser indicates that it is using a hypertext transport protocol secure connection (“https”) and that the domain name is correct.
All payments in cryptocurrency shall be made at Company’s Smart Contract Address:
- In case of payment in USD or any other monies the Purchaser should contact firstname.lastname@example.org and receive information about third party services affiliated with Midex which accept monies in exchange for MDX Tokens.
Delivery of MDX Tokens
After the receipt of transaction by the Company, Midex shall transfer an amount of MDX Tokens equal to the payment amount under the prices for one MDX Token in section _____ of this Agreement to the Purchaser’s cryptographic wallet specified in Purchaser’s account.
Midex reserves the right for an emergency stop functionality to terminate the distribution process. Use of this functionality shall remain in discretion of Midex and shall only be used in limited situations, such as, but not limited to:
1) serious security issue detected;
2) serious network performance issue, depriving all users of equal treatment;
3) any type of material attack on the MDX Tokens, the Platform, Website or Ethereum network.
Cancellation / Refusal of purchase request
- Any and all purchases of MDX Tokens are final and non-refundable unless contrary is not provided in this Agreement or by Applicable law. By purchasing the MDX Tokens, the Purchaser acknowledges that neither the Midex nor any other of its affiliates are required to provide a refund for any reason, and that the Purchaser will not receive money or other compensation for any MDX Tokens that is not used or remains unused for any reason.
Timing of reimbursement
- Purchaser can cancel the purchase of MDX in 14 calendar days period after the purchase of MDX Tokens during the MDX Token Sale Period. You will not receive any interest or gains on your MDX Tokens. If you prefer to remain a holder, please note that you will be deemed to have waived any further right to demand return of your money.
- In order to cancel the purchase during the reimbursement period Purchaser shall contact the Company in the writing form via email@example.com with letter of demand for the cancellation and withdrawal of funds with documentary proof of purchase of MDX Tokens during the token sale and identification documents required under Sections 75-82 of this Agreement.
Returning of Tokens
- After the consideration of the request by the Company and confirmation of the Purchase and request for the refund, Purchaser shall provide a cryptographic wallet address to which he demand a transfer of reimbursed fund. In no event shall the reimbursement amount exceed a USD equivalent of cryptocurrency paid for MDX Tokens at the date and time of purchase under Applicable Exchange Rate.
Deductions for distributed Tokens
- Any commissions, gas, mining fees and expenses for refund of payment amount are not reimbursed by the Company.
Midex has valid, unrestricted and exclusive ownership of rights to use the patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology and other intellectual property necessary to the conduct of selling of the MDX Tokens and its commercial activities generally. This Agreement in no way shall entitle any Purchaser for any intellectual property of the MDX Group OU, including the intellectual property rights for the Website and all text, graphics, Purchaser’s account interface, visual interface, photographs, trademarks, logos, artwork, and computer code, design, structure, selection, coordination, expression and other content connected to the Website. Arrangement of such content is owned by the MDX Group OU and its affiliates and is protected by national and international intellectual property rights protection laws. Other product and service names on the Website, Platform and informational materials might be trademarks of other companies.
Unless otherwise stated, the content and information on the Website are the property of Midex and its affiliates with exception of trademarks, company names of other companies . You may not download, reproduce, or retransmit any information, other than for noncommercial individual use. You are granted a limited, nontransferable, revocable license to view and copy the information from the Website and Platform solely for personal use only.
All intellectual property rights comprised in the information, text, graphics, logos, images, audio clips, data compilations, scripts, software, technology, sound or any other materials or works found in the Website and Platform shall vest in and remain property of Midex and its affiliates. You are permitted to download and print such materials from the Website for personal and noncommercial use provided that You do not breach this Agreement.
Midex and its affiliates retain all intellectual property rights, mostly, but not limited, to copyright, over the source code forming MDX Tokens, MDB Tokens, smart contract of the MDX Token Sale, Website and Platform.
There are no implied licenses under the this Agreement and any rights not expressly granted to the Purchaser hereunder are reserved by the Company.
If for the purpose of any intellectual property right registration of the Midex, any documentary submission or any other action is required from the Purchaser, he/she/it must provide the Company with the respective assistance.
Representations and warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY Midex, MDX Tokens ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND Midex EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; Midex DOES NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS WILL BE CORRECTED; AND Midex CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
By purchasing the MDX Tokens the Purchaser represent and warrant that he has read and understand this Agreement and all Accompanying Documents in full and he fully agree with the information about the functionality of MDX Token, usage, storage, transmission mechanisms and other material characteristics of the MDX Tokens, blockchain technology, blockchain-based software systems and their risks, and appreciates the risks and implications of purchasing the MDX Tokens.
You understand that the MDX Tokens confer only the right to exchange MDX Token for services on the Platform or to reduce the Platform’s commissions for the exchange of cryptocurrency and which give the Purchaser access to certain features on the Platform including the possibility to exchange MDX Tokens for MDB and MDI Tokens and confer no other rights of any form with respect to the Company or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights. You are not purchasing MDX Tokens for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes.
The Purchaser fully understands, realizes and agrees that the MDX Tokens are created on a blockchain and are designed to be used in the manner described in Accompanying Documents Purchaser agree to accept consequences of possible regulation of MDX Tokens in jurisdiction of the Company incorporation and agree to provide all documents requested from Midex in case of such regulation in order to comply with all requirements demanded from governmental bodies of jurisdiction of Company incorporation.
Midex does not warrant or represent that any information on the Website is accurate or reliable or that the Website will be free of errors or viruses, that defects will be corrected, or that the service or the server that makes it available is free of viruses or other harmful components. Midex shall not be liable for uninterrupted availability of the Platform for use of MDX Tokens at all times, in all countries and/or all geographic locations, or at any given time.
Purchaser shall not forge, or otherwise manipulate any personal or non-personal data requested by the Midex in the process of the Purchaser’s registration (will not use the VPN or other means of distorting the data), or after its completion, will provide all necessary personal or non-personal data in the form and format requested by the Midex in the event when such necessity arises in connection within the requirements of anti-money laundering and "Know Your Customer" (KYC) frameworks of the Midex or in accordance with the Applicable law.
Purchaser’s acquisition of the MDX Tokens complies with applicable laws and regulations in the Purchaser’s jurisdiction;
Purchaser does not intend to hinder, delay or defraud Midex or any other Purchasers of the Midex Platform or engage in any illegal conduct and or unlawful activity in relation to money laundering, receiving the proceeds of drug trafficking or terrorist activities; receiving the proceeds of criminal activities, terrorist activities or trading with such countries as might from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union or in any place of the world.
Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied Agreement in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to the Purchaser.
Limitation of liability
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
1) IN NO EVENT WILL MDX Group ou OR ANY OF THE COMPANY 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 TOKENS OR OTHERWISE RELATED TO THIS AGREEMENT, 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 PURCHASER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND
2) IN NO EVENT WILL THE COMPANY AND THE COMPANY PARTIES (JOINTLY) AGGREGATE LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT PURCHASER PAY TO THE COMPANY FOR THE MDX TOKENS.
3) THE LIMITATIONS SET FORTH IN SECTION 56 (1)(2) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF THE COMPANY.
- The Parties shall be responsible for compliance with terms and conditions of this Agreement and Accompanying Documents, for fulfillment of the Purchaser’s commitments and guarantees in the manner and in the amount prescribed by this Agreement and Accompanying Documents, in particular:
1) In case of filing accusations, claims or lawsuits to the Company related to non-compliance by the Purchaser of MDX Tokens and/or engagements entered by the Purchaser during the participation in the Token Sale, the Purchaser agrees to settle such claims or actions on his own and at his own expense, as well as fully compensate the Company’s documented proven losses, court fees, legal costs, incurred in connection with the refusal of the Purchaser or untimely fulfillment of his obligations by the Purchaser.
2) In case of filing accusations, claims or lawsuits against the Company, related to non-compliance by the Purchaser with exclusive rights or other rights of third parties, the Purchaser agrees to settle such claims or actions on his own and at his own expense, as well as fully compensate the Company’s documented proven losses, court fees, legal costs, incurred in connection with the refusal of the Purchaser or untimely fulfillment of his obligations by the Purchaser.
3) In case of the Purchasers’ violation of his obligations of this Agreement and Accompanying Documents, Company reserves the right to:
a) demand full compensation from the Purchaser for losses caused by every violation;
b) bring a case before a court if the compensation doesn't cover the Company’s loss;
c) release the information relating to the Purchaser’s identity and location to any authorized officer in accordance with applicable law.
If applicable law does not allow all or any part of the above limitation of liability to apply to the Purchaser, the limitations will apply to the Purchaser only to the extent permitted by applicable Law. Purchaser understand and agree that it is his/her/its obligation to ensure compliance with any legislation relevant to his/her/its country of domicile concerning use of the Website and Purchase of MDX Tokens, and that the Purchaser should not accept any liability for any illegal or unauthorized use of the Website or purchase of MDX Tokens.
To the fullest extent permitted by applicable law, you release Company and its affiliates 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 you and the acts or omissions of third parties. You expressly waive any rights you may have under 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.
The Purchaser bears the sole responsibility to determine if the purchase of MDX Tokens with BTC, LTC, ETH or any other cryptocurrency or the potential appreciation or depreciation in the value of MDX Tokens over time has tax implications for the Purchaser in the Purchaser's home jurisdiction. By purchasing MDX Tokens and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, directors or advisors liable for any tax liability associated with or arising from the purchase of MDX Tokens.
Purchaser is solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in which Purchaser may be liable to pay tax. Company shall not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any taxes (including, but not limited to, any income, capital gains, sales, value added or similar tax) which may arise from Purchaser’s acquisition of MDX Tokens under or in connection with this Agreement.
- To the extent allowable pursuant to Applicable Law, the Purchaser shall indemnify, defend, and hold the Company and/or its subsidiaries, affiliates, directors, officers, employees, agents, successors, and permitted assignees harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against the Company arising out of a breach of any warranty, representation, or obligation hereunder.
Circumstances beyond the control of either party
- The Purchaser shall not have any claim of any nature whatsoever against Midex for any failure by Company to carry out any of its obligations under this Agreement as a result of causes beyond its control, including but not limited to power failure, Internet service provider failure, acts of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, governmental action, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or any other event that is beyond the absolute and direct control of the Midex.
- If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the Agreement, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions of the Agreement without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
- All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the laws of Estonia.
To resolve any dispute, controversy or claim between Parties arising out of or relating to this Agreement or the breach thereof, the Parties agree first to negotiate the issue in good faith for a period of not less than thirty (30) days following written notification of such controversy or claim to the other Party.
If the negotiations do not resolve the dispute, controversy or claim to the reasonable satisfaction of all Parties during such period, then the Parties irrevocably and unconditionally submit to the respective claim to the binding arbitration administered by the Riga Arbitration Court (№ 40003756873) in accordance with the rules of the arbitral tribunal, composed of one arbitrator, in English language, in writing on the basis of the documents submitted.
Any dispute arising out of or related to this Agreement which cannot be resolved by negotiations is personal to Purchaser and Midex and shall 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. 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.
ANTI-MONEY LAUNDERING POLICY
Midex enforces a strict anti-money laundering policy with zero tolerance for money laundering activities. We define money laundering as any activity that is carried out in an attempt to misrepresent the source of funds actually acquired through illegal processes as funds that were acquired through lawful sources/activities.
All Midex affiliates are obligated to comply with Midex’s anti-money laundering policy and with all applicable anti-money laundering laws. Failure to comply can result in severe consequences such as criminal penalties and heavy fines.
Midex ensures complete compliance with laws pertaining to anti money laundering through its related policy.
Midex implements a range of filtration operations for swift and accurate identification of any financial activities that may constitute or are related to money laundering. This helps ensure a money laundering-free financial operations throughout the Midex Platform.
All MDX Tokens Purchasers acknowledge, undertake and agree to the following terms regarding their use of MDX Tokens, opening and maintenance of accounts at Midex and for all financial transactions as a Midex client:
1) The Purchaser will comply (throughout the time as a Midex client) with all relevant statutes pertaining to money laundering and proceeds from criminal activities.
2) Midex operates under certain obligations known as “know-your-client” obligations which grant Midex the right to implement anti-money laundering procedures to help detect and prevent money laundering activities where money laundering may mean to handle any funds associated with any illegal activity regardless of the location of such activity.
3) The Purchaser agrees to lend full cooperation to Midex with respect to anti-money laundering efforts. This involves providing information that Midex requests regarding the client’s business details, account usage, financial transactions etc. to help Midex perform its duties as dictated by Applicable laws regardless of jurisdiction.
4) Midex reserves the right to delay or stop any funds transfer if there is reason to believe that completing such a transaction may result in the violation of any applicable law or is contrary to acceptable practices.
5) Midex reserves the right to suspend or terminate any account or freeze the funds in an account if there is reason to believe that the account is being used for activities that are deemed unlawful or fraudulent.
6) Midex has the right to use client information for the investigation and/or prevention of fraudulent or otherwise illegal activities.
7) Midex has the right to share client information with: - a)Investigative agencies or any authorized officers who are helping Midex comply with applicable law, including anti-money laundering laws and know-your-client obligations; - b)Organizations that help Midex provide the services it offer its clients; - c)Government, law enforcement agencies and courts; - d)Regulatory bodies and financial institutions.
- Activities that Midex considers possible indications of money laundering include:
1) The client showing unusual apprehension or reservations about Midex’s anti-money laundering policies.
2) The client’s interest in conducting financial transactions which are contrary to good business sense or are inconsistent with the client’s business policy.
3) The client failing to provide legitimate sources for their funds.
4) The client providing false information regarding the source of their funds.
5) The client having a history of being the subject of news that is indicative of civil or criminal violations.
6) The client seems to be acting as a ‘front man’ for an unrevealed personality or business, and does not satisfactorily respond to requests for identifying this personality or business.
7) The client not being able to easily describe the nature of his/her industry.
8) The client frequently makes large deposits and demands dealing in cash equivalents only.
9) The client maintains multiple accounts and conducts an unusually high number of inter-account or 3rd party transactions.
10) The client’s previously usually inactive account starts receiving a surge of wire activity.
The above list is by no means an exhaustive list. Midex monitors its client and account activity in light of several other red flags and takes appropriate measures to prevent money laundering.
KNOW YOUR CUSTOMER (KYC)
The Purchaser acknowledges that he/she/it has to complete a KYC check for the Purchase of the Tokens which must be in form and substance satisfactory to the Issuer. KYC check is carried out after completing the Purchase of MDX Tokens by providing necessary information with regard to identification of the Purchaser, beneficial owner and origin of the funds, the scope and type of information depending on the type of Purchaser and the Purchase amount.
During the Purchaser’s account registration process an individual purchaser provide the following identification information to the Company:
1) Purchaser's full name;
2) Purchaser’s date and place of birth and the place of residence or seat;
3) Country of residence/location of customer;
4) Mobile telephone number and e-mail.
- During the Purchaser’s account registration process corporate Purchasers provide the following identification information to the Company:
1) Full company name;
2) Registration number and date;
3) Country of registration/incorporation;
4) Registered address;
5) The names of the director, members of the management board or other body replacing the management board, and their authorization in representing the legal person;
6) Mobile telephone number and e-mail.
- After receiving the identification information the Company’s staff should verify this information requesting the appropriate documents. Appropriate documents for verifying the identity of Purchaser include, but are not limited to, the following:
1) For an individual Purchaser: a high resolution scanned copy or photo of pages of a passport or any other national ID, indicating family name and name(s), date and place of birth, passport number, issue and expiry dates, country of issue and Purchaser’s signature.; ·
2) For a corporate Purchaser: a high-resolution copy of documents showing the existence of the entity, such as Certificate of Incorporation, and, where applicable, Certificate of Change of Name, Certificate of Good Standing, Articles of incorporation, a government issued business license (if applicable), etc.
- To verify proof of address of the Purchaser the Company requires one of the following to be provided, in the same correct name of the customer: a high-resolution copy of a utility bill (fixed-line phone, water, electricity) issued within the last 3 months; · A copy of a tax or rates bill from a local authority; A copy of a bank statement (for a current account, deposit account or credit card account); · A copy of a bank reference letter.
- The Purchaser is obliged to collaborate with regard to the KYC/AML check and to provide any information and document deemed necessary by the Company.
- The Company may reject any Purchaser in its sole discretion after the without being obliged to disclose any reason for the rejection.
- In case the automatic procedures fail, the Company shall contact the Purchaser by email or other means to obtain the information and documents needed. In case the Purchaser does not provide the documents in the requested form and any other information requested to satisfy the KYC/AML check within 10 (ten) days which are not public holidays in Estonia of the Company’s request, Midex may reject the Purchaser and the costs for the KYC/AML check will be at the cost of the Purchaser. Additionally, the Issuer has the right to partially or fully withhold the received amounts for any costs or damages incurred by the Issuer. All kind of remittance fees either for FIAT Currency or for crypto currencies shall be borne by the Subscriber.
- Midex reserve the right, without notice and at its sole discretion, to terminate this Agreement or suspend the Purchasers right to access the Website, including (but not limited to) in case of Purchaser’s breach of this Agreement or if the Midex believes You have committed fraud, negligence or other misconduct. The Purchaser may terminate this Agreement without notice by discontinuing use of the Website. All rights granted to the Purchaser under this Agreement will immediately be revoked upon our termination of this Agreement or Midex suspension of the Your access to the Website. In the event of any circumstances beyond the control of the Parties, breach of this Agreement, or any other event that would make provision of services commercially unreasonable for Midex, the Company may, in its own discretion and without liability to the Purchaser, with or without prior notice, suspend the Purchaser’s access to all or a part of Midex’s Platform. Midex may terminate the Purchaser’s access to the Website in its sole discretion, immediately and without prior notice, and delete all related information and files related to such Purchaser without liability to You, including, for instance, in the event that the Purchaser breach any term of this Agreement. In the event of termination, Midex will attempt to return any funds stored in Your smart contract number not otherwise owed to Midex, unless Midex believes the Purchaser has committed fraud, negligence or other misconduct.
- Only English versions of any Company's communications are considered official. The English version of this Agreement shall prevail in case of differences in translation.
- Any notice or other communication under this Agreement shall be in writing and shall be considered given and received when sent by email. The Purchaser’s official email for communication shall be deemed the email specified by the Purchaser during the Application for Token Sale. The language of the communication shall be English.
- Materials, such as Midex White Paper, Development Road Map and others, published in the Website or elsewhere, are not binding and do not – unless explicitly referred to herein – form part of this Agreement, and are of descriptive nature only.
- Except as otherwise provided in this Agreement, this Agreement 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. Company may assign any of its rights and obligations under this Agreement. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.
- The Purchaser will implement reasonable and appropriate measures designed to secure access to:
1) any device associated with the email address associated with the Platform;
2) private keys required to access any relevant Ethereum address, and;
3) In case the Purchaser suspect a security breach in any of the above mentioned, he will inform Midex immediately so Midex can take all required and possible measures to secure the Website, the Platform, MDX Tokens and systems as whole.