Updated on June 26, 2017
This Class A GLX Dollar (the “X” or “Xs”) Purchase Agreement (this “Agreement”) contains the terms and conditions that govern the purchase of Xs during the Crowdsale Period (as defined below), and is an agreement between GLX (as defined below) and the Purchaser’s, or any and all entities or representatives of the Purchaser’s, (“Purchaser “, “you”, “your”). This Agreement comes into effect when you:
(a) check a box presented with GLX’s terms and conditions upon sign up for a GLX account at http://glx.com; or
(b) when we receive payment in full pursuant to Section 2 (the “Purchase and Delivery of the X”).
You represent to us that you have the legal capacity to enter into this Agreement, i.e. you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity and do so. If you are entering into the Agreement on behalf of any other party, such as clients of a company, you represent to us that you have the legal authority to bind all parties involved and all parties have been provided copies of, and agreed to, the terms of this Agreement and the GLX Risk Factors Document.
(a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs;
(b) third-party information that we are obligated to keep confidential; and
(c) the nature, content and existence of any discussions or negotiations between you and GLX or our affiliates.
(a) is or becomes publicly available without breach of this Agreement;
(b) can be shown conclusively by documentation to have been known to you at the time of your receipt from us;
(c) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or
(d) can be shown conclusively by documentation to have been independently developed by you without reference to the GLX Confidential Information.
You will adhere to all GLX rules and regulations applicable to your purchase of the X, including any and all policies as defined in Section 12. You have read and understand the GLX Risk Factors Document, and any and all GLX Network terms and conditions, and will read any updates thereto. You agree and certify that you are purchasing the X during the Crowdsale for your own personal consumption, utility, use and to participate in the GLX Network and not for investment, or financial purposes. You acknowledge that the X is not a security and that the X may lose all value. If you did not understand any of the concepts identified in the GLX Risk Factors Document, you have contacted us at [email protected] and we have explained them to your satisfaction.
We will provide web-based support only, including e-mail, web forums, ticket submissions, and knowledge base support. Our support email is [email protected]. We will not provide telephone or live support or support via mail.
1.3 THIRD PARTY CONTENT.
Third Party Content may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Since we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk. We do not accept liability for any fees incurred or damages caused by your use of any Third Party Content. We do not guarantee the availability of any Third Party Content for any purpose. We do not guarantee the accuracy or precision of any information provided to us by any third party, including, without limitation, network information, pricing information or other statistical data. We may change, discontinue, or deprecate any of the Third Party Content.
2. PURCHASE AND DELIVERY OF THE X
You hereby agree to purchase and we agree to sell, on the terms set forth herein, your resulting distribution. Your purchase is final and irrevocable. We will not provide any refund of the purchase price under any circumstances. The exact purchase time of all purchases of the X during the Crowdsale will be calculated and recorded as of the time they are received and processed by GLX, and any GLX smart contracts according to the Ethereum Block time. The purchase price of the X will vary based on the time of the purchase; the Ethereum Block time associated with your purchase will control your purchase price and resulting distribution.
2.2 DELIVERY DATE.
After completion of the Crowdsale, the account with which you used to properly purchase the X will be credited with the appropriate quantity of the X from the resulting distribution.
2.3 DELIVERY METHOD.
All deliveries from the resulting distribution will be made electronically. Deliveries will be made directly to the Ethereum account, address or wallet associated with your purchase of the X.
2.4 THIRD PARTY PAYMENT PROCESSOR.
If you purchase Ether or acquire Ether using a third party payment processor (e.g., ShapeShift, YUNBI, Gatecoin), that payment processor is your agent, not ours, for the purpose of the payment and purchase. You, not we, are responsible for ensuring that we actually receive the appropriate amount of Ether. We are not responsible for any loss of funds due in any part to the use of a third party payment processor.
2.5 RESTRICTION OF X TRANSFERS.
For a period of 2 (two) weeks following the conclusion of the Crowdsale, you will not be permitted to transfer any of your Xs. This transfer restriction will be enforced by a smart contract and cannot be shortened.
3. SECURITY AND DATA PRIVACY
3.1 YOUR SECURITY.
You will implement reasonable and appropriate measures designed to secure access to:
(a) any device associated with the email address associated with your account;
(b) private keys required to access any relevant Ethereum address or your Xs; and
(c) your username, password and any other login or identifying credentials.
In the event that you are no longer in possession of any device associated with your account or are not able to provide your login or identifying credentials, we may, in our sole discretion, and only if we are able, grant access to your account to any party providing additional credentials to us. We explicitly reserve the right to determine the additional credentials required, which may include, without limitation, a sworn, notarized statement of identity, your photograph and a copy of your passport or other document eligible for identification.
3.2 ADDITIONAL INFORMATION.
You will provide to us, immediately upon our notice of request, information that we, in our sole discretion, deem to be required to maintain compliance with any state or local law, regulation or policy. Such documents include, but are not limited to, passports, driver’s licenses, utility bills, photographs of you, government identification cards, or sworn statements.
3.3 YOUR INFORMATION.
We may use aggregate statistical information about your activity, including without limitation your activity on the GLX Sites and logins to various websites, for marketing or any other purpose in our sole discretion. GLX may use your IP address in connection with verifying your purchase of the X. However, we will not release your personally-identifying information to any third party without your consent, except as set forth herein or in any policy or amended policies.
4. YOUR RESPONSIBILITIES
4.1 SECURITY AND BACKUP.
You are responsible for properly configuring any software in connection with your access to or use of the X. GLX log-in credentials are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your credentials to your agents and subcontractors or employees performing work on your behalf.
4.2 END USER VIOLATIONS.
You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement. You are responsible for End Users’ purchase and use of the X. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement.
4.3 END USER SUPPORT.
You are responsible for providing customer service (if any) to End Users. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide support or services.
All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
6. TERM; TERMINATION
The term of this Agreement will commence pursuant to Section 2 (the “Purchase and Delivery of the X”) and will continue until terminated in accordance with this Agreement.
This Agreement will terminate automatically upon the delivery of substantially all of your resulting distribution. We may terminate this Agreement in our sole discretion if you breach any term or Policy.
6.3. EFFECT OF TERMINATION.
Upon any termination of this Agreement:
(a) all your rights under this Agreement immediately terminate;
(b) you are not entitled to a refund of any amount paid;
(c) you will immediately return or, if instructed by us, destroy all GLX Content in your possession; and
(d) Sections 4.1, 5, 6.3, 7, 8, 9, 10, 11, and 12 will continue to apply in accordance with their terms.
We will not be liable for any special, incidental or consequential damages you sustain, including without limitation any special, incidental or consequential damages due to any loss of credentials, login information or private keys for any website or software or your inability to access any website or account.
7. PROPRIETARY RIGHTS
If you provide any Suggestions to us or our affiliates, we will own all right, title, and interest in and to the Suggestions, even if you have designated the Suggestions as confidential or proprietary. We and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions.
7.2 HARDWARE AND SOFTWARE.
Under no circumstances will you gain any proprietary rights in any computer hardware or software (except the X in your resulting distribution) used by GLX or its affiliates.
7.3. INTELLECTUAL PROPERTY.
We retain all right, title and interest in all of our intellectual property, including inventions, discoveries, processes, marks, methods, compositions, formulas, algorithms, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon. You may not use any of our intellectual property for any reason, except with our express, prior written consent.
You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning this Agreement or your use of the X, whether or not the Xs were sold to you under this Agreement. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at reasonable hourly rates.
We will promptly notify you of any claim subject to Section 8.1, but our failure to promptly notify you will only affect your obligations under Section 8.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.
9. RISKS AND DISCLAIMERS
You understand that the X, blockchain technology, the Ethereum protocol, Ether and decentralized financial networking sites are new and untested technologies outside of GLX’s control and adverse changes in market forces or technology, broadly construed, will excuse GLX’s performance under this Agreement.
Particularly, and in addition to the terms of this Agreement, you assume all risk of loss resulting from, concerning or associated with the risks set forth in the GLX Risk Factors Document.
The X is provided “as is.” We and our affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the X or the third party content, including any warranty that the GLX or the third party content will be uninterrupted, error free or free of harmful components, or that any content, including your content or the third party content, will be secure or not otherwise lost or damaged. Except to the extent prohibited by law, we and our affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.
Transactions using blockchain technology, such as those involving our Crowdsale, are at risk to multiple potential failures, including but not limited to, high network volume, computer failure, blockchain failure of any kind, and user failure. GLX is not responsible for any loss of data, Ether, Xs, hardware or software resulting from any types of failures.
10. LIMITATIONS OF LIABILITY
We and our affiliates or licensors will not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, goodwill, use, or data), even if we have been advised of the possibility of such damages. Further, neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with:
(a) your inability to use the X, including without limitation as a result of any termination or suspension of the GLX Network or this agreement, including as a result of power outages, maintenance, defects, system failures or other interruptions;
(b) the cost of procurement of substitute goods or services;
(c) any investments, expenditures, or commitments by you in connection with this agreement or your use of or access to the X; or
(d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any data, including records, private key or other credentials, associated with any the X, whether or not obtained under this Agreement as part of the resulting distribution.
In any case, GLX and our affiliates’ and licensors’ aggregate liability under this Agreement will be limited to the value (in United States Dollars at the time of the Crowdsale) you paid us in exchange for Xs under this Agreement in the Crowdsale.
You waive your right to demand the return of any virtual currency you paid us in the Crowdsale under any circumstances, including, without limitation, a demand for specific performance.
11. MODIFICATIONS TO THIS AGREEMENT
We may modify this Agreement (including any Policies) at any time by posting a revised version on the GLX Site or, only if you have provided us with your email address, by email. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email. It is your responsibility to check the GLX Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.
12.1 CONFIDENTIALITY AND PUBLICITY.
You may use GLX Confidential Information only in connection with your purchase of the X under this Agreement and pursuant to the terms of this Agreement. You will not disclose GLX Confidential Information during the Term or at any time during the five (5) year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of GLX Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your purchase of the X. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
12.2 VIS MAIOR (FORCE MAJEURE).
We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, changes in blockchain technology (broadly construed), changes in the Ethereum or GLX protocols or any other force outside of our control.
12.3 STATUS OF PARTIES (INDEPENDENT CONTRACTORS); NON-EXCLUSIVE RIGHTS.
We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.
12.4 NO THIRD PARTY BENEFICIARIES.
This Agreement does not create any third party beneficiary rights in any individual or entity.
12.5 IMPORT AND EXPORT COMPLIANCE.
In connection with this Agreement, you will comply with all applicable import, re-import, export, and re-export control and regulations, including country or individual-specific economic sanctions programs. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the X.
(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the GLX Sites; or (ii) sending an e-mail to the e-mail address associated with your account. Notices we provide by posting on the GLX Sites will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your e-mail address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the e-mail, whether or not you actually receive or read the e-mail.
(b) To Us. To give us notice under this Agreement, you must contact GLX by email at [email protected]. We may update this e-mail address for notices to us by posting a notice on the GLX Sites. Notices to us will be effective one business day after they are sent.
(c) Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 11 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
12.8 NO WAIVERS.
The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be unequivocal and in writing to be effective.
Except as otherwise set forth herein, if any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.
12.10 DISPUTES RESOLUTION AND ARBITRATION.
For any and all controversies, disputes, demands, claims, or causes of action between you and us (including the interpretation and scope of this Section and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to the X or this Agreement (as well as any related or prior agreement that you may have had with us), Parties hereto agree to attempt to resolve any such controversy, dispute, demand, claim, or cause of action by negotiation, and in case of failure of such negotiation, exclusively through binding and confidential arbitration. Arbitration shall take place in Singapore and be subject to the International Arbitration Act (Cap. 143A) (IAA).
12.11 ENTIRE AGREEMENT; ENGLISH LANGUAGE.
This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Notwithstanding any other agreement between you and us, the security and data privacy provisions in Section 3 of this Agreement contain the Parties and their affiliates’ entire obligation regarding the security, privacy and confidentiality of your personal information. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.