GLX is committed to the highest standards of Corporate Governance and Social Responsibility.
Updated on August 4, 2018
Statements as to Terms, Conditions, Procedures, and Warnings and Other Important Disclaimers
The purpose of this statement is to share information about the GLX.com Website, Platform, Network, GLX’s Terms of Service and all related policies, GLX, Inc., the GLX Foundation, the GLX Token, or any related entities, (collectively herein the “Company”, or “GLX”). GLX is a blockchain-powered technology platform for global financial markets engaged in developing a Global Online Investment Community.
The GLX Token (“GLXT” or plural “GLXTs” or “Tokens”) is a new series of hybrid digital utility Tokens built on the Komodo Platform. GLXTs function as the exclusive payment mechanism and membership access device for the GLX Ecosystem to incentivize key actions and needs within the platform. This statement also discusses the Terms, Conditions, Procedures and Warnings governing the GLX Token participation membership event (“Token Participation Membership Event”) of the GLXTs, which has sometimes been referred to as a “dICO”, and we like to regard as a decentralized Initial Community Offering among the members of our cooperative GLX Network. Together, we are building a decentralized, interactive and autonomous Global Online Investment Community.
Terms and Conditions — Disclaimers
PLEASE READ THESE TERMS OF PARTICIPATION, MEMBERSHIP, AND TOKEN PURCHASE CONDITIONS HEREIN CAREFULLY. NOTE THAT SECTIONS OF THESE TERMS AND CONDITIONS CONTAIN CLAUSES REQUIRING BINDING ARBITRATION AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE TOKENS.
Your purchase of GLXTs during the token sale period (“Sale Period”) from GLX is subject to the Terms, Conditions, Procedures and Warnings herein as well as the GLX Terms of Service, (collectively the “Terms”). Each of you and the Company is a “Party,” and together the “Parties.”
By purchasing Tokens from the Company during the Sale Period, all parties who will hold GLX Tokens will be bound by these Terms and all terms incorporated by reference. If a participant member in any presale opportunity, said party likewise agrees to be bound by these complete Terms and Conditions which appertain to all GLXTs. If one has any questions regarding GLX, Membership Access and Services, GLX Tokens, the Token Participation Membership Event, the Token Sale Terms, or the Terms of Service please visit GLX.com and GLXToken.com and view our Whitepaper and contact us at email@example.com, otherwise we will assume you fully understand and agree to be bound by these policies and covenants.
YOU AND GLX AGREE AS FOLLOWS:
The purpose of the Tokens is to facilitate the GLX Network membership platform being updated by the Company and its affiliates, and organically evolving by the involvement of its members, developers and participants, who give it shape and content, as the function of the Tokens allows members to access, transfer and share data, and participate together in a decentralized manner (the “Website”, the “GLX Network”, the “GLX Platform”, the “GLX Ecosystem”) utilizing blockchain technology and related smart contract services (collectively, the “Membership Access and Services”). These Access and Services and software applications are designed to complement certain commercial, charitable and social objectives aimed to promote financial market sharing of data and ideas, through education and communication among the many potential members, ultimately fostering a purposely cooperative community of participants who desire improved access to global financial market information and communications, and democratization of capital formation.
Specifically, GLX Tokens are intended to facilitate the provision of Access and Services from GLX through the Company’s software applications, which serves as a user interface and development platform to allow members to share data and to engage with each other in social and commercial, and governance interaction on the GLX Network.
The GLXT is not a security; it is a functional hybrid token, combining consumptive features including dimensions of utility, work, and reward, enabling access to the products, services and content on the platform and representing a measure and means of value determined by users of the network whose participation governs distribution of incentivizing rewards. Accordingly, the profitability of the GLX business model has no direct link to the value of the GLX Token. The demand for GLXTs may increase as the number of participants using the platform increases. This may indirectly cause token holders to place a higher value on their GLX Tokens based on supply and demand and the requirement to own some, in order to transact on the platform. For important additional details regarding regarding GLX, the Company, the Access and Services, GLX Tokens, the Token Participation Membership Event, the Token Sale Terms, or the Terms of Service please visit “GLX.com and GLX Token.com and view our Whitepaper and contact us at firstname.lastname@example.org.
— Disclaimer / Disclosure — Not an Offer to Solicit Securities
THIS IS NOT A SOLICITATION FOR INVESTMENT AND IS IN NO WAY INTENDED AS AN OFFERING OF SECURITIES IN ANY JURISDICTION.
This document does not constitute an offer or solicitation to sell shares or securities in GLX, the GLX Platform, or any related or associated company. Any such offer or solicitation would only be made in accordance with applicable securities and other laws. None of the information or analyses presented herein is intended to form the basis for any investment decision, and no specific recommendations are intended. Accordingly, this statement does not constitute investment advice or counsel or solicitation for investment in any security of any kind. This statement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of or be relied on in any connection with, any contract or commitment whatsoever. GLX expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this statement, (ii) any error, omission or inaccuracy in any such information, or (iii) any action resulting therefrom.
The GLXT is a cryptographic token used as a payment incentive protocol on the GLX Platform. GLXTs are not a cryptocurrency. At the time of this writing, (i) with the exception of being used to pay the monthly membership fee, GLXTs cannot be exchanged for many goods or services, (ii) GLXTs have no known uses outside of the GLX Platform, and (iii) GLXTs are not traded on any exchange.
GLXTs are not an investment. There is no guarantee, and there is no reason to believe, that the GLXTs you purchase will increase in value. There is a possibility that at some point in time GLXTs may decrease in value.
GLXTs are not evidence of ownership or right to control. Owning or controlling GLXTs does not grant its owner / controller ownership, equity or debt of any kind in GLX, Inc., or in the GLX Platform. GLXTs do not grant any right to participate in the control, direction or decision making of GLX, Inc., or its affiliates.
In order to further fund software development, promotion, marketing, legal compliance, procedures, and to further build the ecosystem which is becoming the community of members participating in the GLX Network, the Company initiates this crowdfunding campaign to offer the GLXT software tokens for sale to members, charitable donors, contractors, developers, and others interested in promoting the Membership Access and Services offered on the GLX Network, software applications and the GLX Network itself which is being built, in part, on the decentralized Ethereum Blockchain or other Blockchain’s as necessary.
Since GLX Tokens are designed only for particular uses with respect to the GLX Ecosystem, it is not necessarily merchantable and does not necessarily have any other use or value outside of its utility on the GLX Network. Accordingly, the Company views GLX Tokens as a kind of consumable virtual fuel to function as a medium of exchange supplying a GLX Network measure and transfer of value tool in digital format functioning as the native payment protocol among participant members within the GLX Ecosystem. These Tokens are offered without any specific outlook or expectation on its merchantability in other contexts or future market price.
Non-Financial Nature of GLX Tokens
Being merely the value transfer mechanism and tool or fuel for running the GLX Ecosystem, by nature, GLX is NOT and shall in NO case be understood, deemed, interpreted or construed as:
- any kind of currency or money;
- equity interest, voting or non-voting securities (or its like) in, or claims against, the Company or any other entity in any jurisdiction;
- equity or debt investment of any kind in any venture;
- any securities having intrinsic value, anticipated appreciation, or market price;
- any form of financial derivatives;
- any commercial paper or negotiable instrument;
- any form of investment contract between the relevant holder and any other person;
- any commodity or asset that any person is obliged to redeem or purchase; or
- any note, bond, warrant or other certificate that entitles the holder to interest, dividend or any kind of return from any person.
Securities Act Disclaimer
The Securities Act of 1933 sec. 2 (a) defines “security” as: “any note, stock, treasury stock, security feature, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate of subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.” The GLXT is not a security of any kind. As explained, the GLXT is a digital token which functions as the exclusive payment protocol for the GLX Ecosystem and does not confer debt or equity in GLX.
Token Sale and Purchase / Token Participation Membership Event
- Participation in the GLX Token Sale is entirely voluntary. No person will be deemed as committed or obliged to participate in the Token Participation Membership Event or purchase any GLX Tokens for visiting the Website, registering himself / herself with the Website, requesting or reading any materials (such as these Terms, our Whitepaper or any marketing materials, for this decentralized Initial Community Offering (dICO), made available by the GLX Website or communicating with GLX representatives in any manner.
- Since Purchase of GLX Tokens during this Token Sale is made on a purely voluntary basis, it should be understood that purchase, holding or use of any GLX Tokens is not risk-free. See our “Acknowledgment and Assumption of Risks” by CLICKING HERE for details.
- Each member shall only participate in the Token Participation Membership Event (the “Member”) through the personal web account, registered from the GLX.com Website.
- Each Member will, upon participating in the Token Participation Membership Event, be deemed as having perused and comprehended any and all Terms herein and on the GLX.com Website and in our Whitepaper and any GLX marketing materials as well as our “Acknowledgment and Assumption of Risks” and having voluntarily accepted all the Warranties and Disclaimers made and the risks disclosed thereunder.
- Relevant GLX Tokens subscribed by any Member will be sent by the Company to the wallet address specified by the Member in the private account (dashboard) on the GLX.com Website after the official completion of the Token Participation Membership Event.
- The Company shall be entitled to take any action to identify any Member at any time, even after the close of the Token Sale. If the Company conducts any KYC / AML / CTF exercises or any other kind of customer due diligence to verify the identities of all or part of the Members, the Members concerned shall timely provide all such information and meet all such requests as may be sought or instructed by GLX for that purpose.
- If the Company discovers the purchase of GLX by any Member violating any anti-money laundering, counter-terrorism financing or other regulatory requirements, such purchase shall be invalid with retroactive effect and the Company shall be entitled to immediately deny the relevant person’s admissibility to the Token Participation Membership Event, reject delivery of any GLX Tokens and request return of any delivered GLX Tokens, irrespective of any payment that could have been made by that Member.
Representations and Warranties. To participate in the Token Participation Membership Event, each Member shall Represent and Warrant that:
- You have read and understand the Terms as well as our Whitepaper;
- You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing the Tokens;
- You have obtained sufficient information about the Tokens to make an informed decision to purchase the Tokens;
- You understand that the Tokens confer only the right to provide and receive Membership Access and Services in the GLX Network and confer no other rights of any form with respect to the GLX Network or 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 purchasing Tokens to provide or receive Access and Services in the GLX Network and to support the development, testing, deployment and operation of the GLX Network. You are not purchasing Tokens for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;
- Your purchase of Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to:
- (i) legal capacity and any other threshold requirements in your jurisdiction for purchasing the Tokens, using the Tokens in the GLX Network, and entering into contracts with us,
- (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and
- (iii) any governmental or other consents that may need to be obtained;
- You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of Tokens;
- If you are purchasing Tokens 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);
- You are not a resident or domiciliary of any jurisdiction where such participation is prohibited by law, or purchasing Tokens from a location in any such jurisdictions; and
- You are not:
- (i) a citizen or resident of a geographic area in which access to or use of the Access and Services is prohibited by applicable law, decree, regulation, treaty, or administrative act,
- (ii) a citizen or resident of, or located in, a geographic area that is subject to any jurisdiction where such participation is prohibited by law or other sovereign country sanctions or embargoes, or
- (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Access and Services. If you are registering to use the Access and Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf.
- All the information submitted by you to the Company is true, complete, valid and non-misleading;
- You are not a citizen, tax resident or subject to the laws of any jurisdiction where such jurisdiction where such participation is unlawful unless you participate in the Token Participation Membership Event authorized by the law, and only through ways as specifically designated by the Company for such Participants’ participation;
- You are of sufficient age to participate in the Token Participation Membership Event and is a natural person with full civil capacity of conduct under the laws of the jurisdiction where he/she is domiciled or maintains citizenship;
- You are a seasoned investor, expert, technician and / or professional in the fields of blockchain, distributed ledger technology and crypto-tokens, cryptocurrency and financial markets and is fully aware of the risks associated with the development and use of the GLX Token and how it functions within the GLX Ecosystem;
- Your participation in the Token Participation Membership Event is voluntary and based on your own independent judgment without being coerced, solicited or misled by anyone else;
- You are permitted by the laws of each jurisdiction to participate in the Token Participation Membership Event and is legally permitted to acquire, receive and hold GLX Tokens;
- No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on your part in connection with the participation in the Token Participation Membership Event;
- You are experienced in and capable of maintaining and safekeeping the Bitcoin, Ethereum, or other cryptographic private key(s) of the sending address out of which You make any payment for purchasing the GLX Token;
- You only use such cryptocurrencies as lawfully acquired through mining and / or trading to make payment in the Token Participation Membership Event and does not participate in the Token Participation Membership Event for any money-laundering, terrorism financing or other illicit purpose;
- You aim to acquire Tokens primarily for using the designed functions of the GLX Ecosystem without expectation of any profit or financial yield and do not contemplate to use GLX for any financial, speculative, illegal or unethical purpose; and
- (Except having specifically communicated to and been permitted by the Company in advance) You are participating in the Token Participation Membership Event for your own benefit and are not acting as a nominee or agent for or on behalf of any third party.
All the above Representations and Warranties made by a Member shall be true, complete, accurate and non-misleading on and from the date of that Member making a payment hereunder throughout the Token Participation Membership Event and onwards. The Company reserves the right to reject and invalidate the payment by, and withhold the relevant GLX Token from, any Member who has made a false representation in the sole judgment of the Company.
We do not operate or maintain all aspects of the GLX Network, and as such, we have no responsibility or liability for the GLX Network or any ability to control third parties’ and / or members use of the GLX Network.
Ownership of GLX Tokens carries no rights, express or implied, other than the right to use Tokens as a means to enable usage of and interaction with the GLX Network, if successfully completed and deployed. In particular, you understand and accept that GLX Tokens do not represent or confer any ownership right or stake, share or 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 GLX Network and / or Company and its affiliates, other than rights relating to the provision and receipt of access and Access and Services in the GLX Network, subject to limitations and conditions in the Terms herein and the GLX Terms of Service (as defined on the Website). You understand and accept that the Tokens are not intended to be a digital currency, security, commodity or any other kind of financial instrument, but merely operates as an application protocol by supplying functionality as a development tool in the exchange of data including content, data streams, social media and other interactions between members on the GLX Network.
Scope of Token Sale Terms
Unless otherwise stated herein, these Token Sale Terms govern your purchase of Tokens from the GLX Foundation during the Sale Period.
Any use of GLX Tokens in connection with providing or receiving Access and Services in the GLX Network will be governed additionally by other applicable terms, conditions, disclaimers, policies, etc., (the GLX “Terms of Service”), available at the Website. We may add new terms, conditions, disclaimers, policies, etc. at our sole discretion, and may update each of the Terms of Service from time to time according to modification procedures the Company may choose to implement.
To the extent of any conflict with these Token Sale Terms, the Terms of Service shall control with respect to any issues relating to the use of GLX Tokens in connection with providing or receiving Access and Services in the GLX Network.
Cancellation; Refusal of Purchase Requests
Your purchase of GLX Tokens from the Company during the Sale Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel Token purchase requests at any time in our sole discretion.
Terms of Token Event Membership Participation — Purchase: Procedures and Specifications
Important information about the procedures and material specifications of the Token Participation Membership Event is provided in our Whitepaper, including, but not limited to, details regarding the timing and pricing of the Tokens, the amount of Tokens the Company will sell, logistics and particulars of Token distribution and the Company’s anticipated use of the Token Sale proceeds. By purchasing Tokens, you acknowledge that you understand and have no objection to these procedures and material specifications.
Scope of Token Sale Terms
These Terms constitute the entire agreement between you and us relating to your purchase of Tokens from the GLX Foundation. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at GLX.com and update the “Last Updated” date above. The amended Terms will be effective immediately.
Unless otherwise stated herein, these Token Sale Terms govern initially your purchase of Tokens from the Foundation during the Sale Period.
Any use of GLX Tokens in connection with providing or receiving Access and Services in the GLX Network will be governed additionally by other applicable Terms, Conditions, Disclaimers, Policies, etc., (the GLX “Terms of Service”), available at the Website. We may add new Terms, Conditions, Disclaimers, Policies, etc. at our sole discretion, and may update each of the Terms of Service from time to time according to modification procedures the Foundation may choose to implement.
To the extent of any conflict with these Token Sale Terms, the Terms of Service shall control with respect to any issues relating to the use of GLX Tokens in connection with providing or receiving Access and Services in the GLX Network.
Venue and Jurisdiction for Disputes
You understand and acknowledge that title to, and risk of loss of, GLX Tokens you receive from GLX passes from the GLX Foundation to you within the jurisdiction of the State of Wyoming. You agree that the venue and jurisdiction for any dispute shall be Wyoming.
You acknowledge and agree that this agreement shall be governed by and construed in accordance with the internal laws of the State of Wyoming, excluding conflict of laws provisions thereof that would indicate the application of the laws of any other jurisdiction and, subject to the mediation and binding arbitration provisions below, you hereby submit to exclusive jurisdiction in the federal and state courts of Wyoming. You agree to receive service of process through certified mail or by other means sanctioned by law, and you expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.
These Terms and Conditions comprise the entire agreement between the parties and there are any not any agreements, understandings, promises or conditions, oral or written, express or implied, concerning the subject matter which are not merged in these Terms and Conditions and superseded hereby. The Purchaser acknowledges and agrees that the development of the System and Services is made in an environment in which there are frequent changes and rapid market pivots, and that the Terms and functionality of the network and services may be updated frequently and corrected on an ongoing basis as experienced and tested. For that reason, you agree not to rely on any statements outside of these Terms in connection with the subject matter of these Terms and Conditions. The Purchaser acknowledges and agrees that it will have no remedy in respect of any third party, external or non-integrated untrue statements made, upon which Purchaser may have felt encouraged to rely in entering into these Terms and that Purchaser’s only remedy will be breach of contract if determined according to the following dispute resolution procedures.
Mediation and Arbitration
If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, which has not been settled as a result of this mediation process SHALL be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.
Class Action Waiver
A dispute arising out of or related to these Terms is personal to you and the Foundation and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
You hereby waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of GLXTs.
We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.
The Token Sale Agreement and the performance of the Token generation activities set out in the Whitepaper and these Terms may be interrupted, suspended or delayed due to force majeure events. For the purposes of these Terms and Conditions, a force majeure event shall mean any extraordinary event or circumstances which could not be prevented by GLX 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 our control, which were not in existence at the time of this Token Sale. You understand and agree that GLX, The Foundation or affiliates shall not be liable and disclaims all liability to you in connection with such a force majeure event.
The purchase price that you pay for Tokens is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of Tokens.
For more information about GLX, the GLX Foundation, affiliated companies, the Access and Services, GLX Tokens, the Token Participation Membership Event, the Token Sale Terms, or the Terms of Service please visit GLX.com and view our Whitepaper.
If you have any questions or concerns regarding the GLX.com Website, Platform, Network, GLX’s Terms of Service and all related policies, GLX, Inc., the GLX Foundation, the GLX Token, or any related entities, or for general inquiries, please contact us by CLICKING HERE. You can email us at email@example.com or write to us at GLX.com / GLX.org, 30 N Gould St, Ste R, Sheridan, WY 82801-6317.
GLX © 2018. All Rights Reserved. The information herein is the property of GLX. Reproduction or transcription by any means, in whole or in part, without the prior written consent of GLX, is prohibited.