Terms & Conditions
XSale General Terms and Conditions of Service
Disclaimer and Risk Statement
By reading this document, the Visitor (as defined below) is aware that:
Disclaimer
The information contained in or provided on or through the Website (as defined below) is not intended to be and does not constitute financial advice, trading advice, or any other type of advice.
The Project (as defined below) is a for-profit corporation proceeding to the private sale of SHO Tokens (as defined below) for the purpose of financing its business activity. The Project is not a bank, a security firm, an asset manager, a portfolio manager or an investment advisor. The Project is not a financial institution or a financial service provider.
The Ecosystem Operator (as defined below) is not liable for any possible misinterpretation of the Terms & Conditions (as defined below).
The Visitor understands that the Ecosystem Operator allows Users to access Programs (as defined below) through a Wallet (as defined below) interfaced with the Website (as defined below), which is operated by Program Gateway(s) (as described below) directly through the Website. Within the scope of the Programs, the Ecosystem Operator acts solely as a technology provider as third parties operate the Program Gateways. The Ecosystem operator has no control over and shall not be responsible for the Program Gateway(s), the Wallet and/or the Programs. Sending crypto-assets to the Programs in order to generate is at your sole risk and under your sole liability.
Risk Statement
Blockchain technology and crypto-assets carry significant risks, including the possible loss of all value allocated in crypto-assets. Such risks arise from the novelty of this technology, the regulatory uncertainty, the possibility of hacking, the high volatility and the information asymmetry characterizing the crypto market. Visitors should not purchase crypto-assets with funds they cannot afford to lose. Furthermore, the Visitor is strongly encouraged to seek financial and legal advice regarding the use of crypto-assets and the use of our services.
Preamble
The Agreement (as defined below) shall govern the use of XSalepad (as defined below) and shall constitute a binding contract between the Visitors (as defined below), the Users (as defined below), the Participants (as defined below), the Projects (as defined below), and the Ecosystem Operator (as defined below).
By browsing the website, any Visitor (as defined below) acknowledges having read and understood the Agreement and agrees to be bound by its terms and conditions and comply with the Agreement and all applicable laws and regulations. The Visitor’s consent is given once the Visitor ticks the box in the pop-up window that appears upon its first connexion and says: “I accept the terms and conditions of the Agreement governing the use of XSalepad. This website uses cookies to ensure the Visitors get the best experience on our website. By continuing to use our website, the Visitors agree to the terms and conditions of the Agreement governing the use of XSalepad, our Privacy Policy and to our Cookies Policy”. By giving its consent, the Visitor confirms that its level of English is sufficient to understand the meaning of the terms and conditions of this Agreement as well as all the commitments, warranties, waivers and obligations contained herein.
If the Visitor is browsing the Website on behalf of a business or other entity, the Visitor represents and warrants that the Visitor has the necessary authority to bind that business or entity to the terms and conditions of this Agreement and that the Visitor agrees to this Agreement on behalf of that business or entity.
The Ecosystem Operator shall have the right to unilaterally modify and/or update the terms and conditions of this Agreement at any time without notice. The continuous use of the Website by the Visitor shall be deemed as acceptance of this Agreement in the last and most updated version. Any Visitor shall periodically check the terms and conditions of this Agreement.
By making use of the Website, the Visitor acknowledges and agrees that: (i) The Visitor is aware of the risks associated with crypto-assets, including but not limited to cybersecurity risks and regulatory risks; (ii) The Visitor shall assume all risks related to the use of XSalepad and crypto-assets transactions; and (iii) The Ecosystem Operator shall not be liable for any such risks or adverse outcomes.
It is understood and presumed that, before purchasing SHO tokens (as defined below), the Participant has fully read, understood, and irrevocably accepted the terms and conditions of this Agreement. If any Participant does not agree with this Agreement in general or in any part, such Participant should refrain from using the Website and/or purchasing SHO tokens. This Agreement contains important provisions, including an arbitration provision that requires all claims to be resolved by way of legally binding arbitration.
The market value of crypto-assets may fluctuate significantly, and there is a substantial risk of economic losses when purchasing, selling, or holding digital tokens.
If any Visitor does not agree with the terms and conditions of the Agreement, the Visitor should refrain from using the Website.
TERMS & CONDITIONS
1.Definitions And Interpretations
1.1.The following terms, as used herein, shall have the following meanings, respectively, unless inconsistent with the subject or context. Other capitalized terms may be defined elsewhere in this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement.
1.2.“Agreement” shall mean these terms and conditions governing the use of XSalepad, including but not limited to the Platform and the Services.
1.3.“AML” means Anti Money Laundering.
1.4.“Confidential Information” shall mean any data or information that is proprietary to or possessed by the Ecosystem Operator and not generally known to the public or that has not yet been revealed, including but not limited to:
1.4.1.any scientific or technical information, invention, design, process, know-how, procedure, software programs, development tool, code, and database;
1.4.2.any marketing strategy, financial information, financial projection, financial estimate, business plan, business model, analysis of competitors and their products or services, technical and expert assessments of products and services that are being developed, designed or studied or that may be produced in the future;
1.4.3.legal opinions, legal memos, legal research reports, general legal advices and compliance reports;
1.4.4.trade secrets, plans for future products or services, and customer or supplier lists; and
1.4.5.any other information that should reasonably be recognized as Confidential Information by the Ecosystem Operator.
1.5.“Cookie” shall mean a piece of information that is placed on the Visitor’s device when it accesses the Website. The Cookie uniquely identifies Visitor’s browser to the server. Cookies allow the Ecosystem Operator to store information on the server (for example language preferences, technical information, click or path information, etc.) to help improve the Website’s browsing experience and to conduct analysis and performance reviews.
1.6.“XSalepad” or “ XSalepad digital ecosystem” shall mean a digital ecosystem as described according to clause 2.3.
1.7.“XSale Platform Rules” refer to all rules, interpretations, announcements, statements, letters of consent and other contents that have been and will be subsequently released by XSalepad, as well as all regulations, implementation rules, product process descriptions, and announcements published in the Help Center or within products or service processes.
1.8.“XS Tokens” shall mean the native utility-type cryptographic digital tokens issued by XSalepad.
1.9.“Ecosystem Operator” shall mean the legal entity or entities operating the XSalepad digital ecosystem.
1.10.“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitations, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organisation.
1.11.“GST” shall mean Goods and Services Tax.
1.12..“Intellectual Property” means any and all ownership or proprietary rights, rights of use or any other rights with respect to the domain names, patents and patent applications, trade secrets, trademarks and service marks, trademark and service mark registrations and applications (including, but not limited to SHO trademark), any other trade names, design rights, logos, copyrights, copyright registrations and applications, and any other intellectual or industrial property right in connection or related to SHO product.
1.13.“KYC” means Know Your Customer.
1.14.“KYB” means Know Your Business.
1.15.“Laws” shall mean and include any law, regulation, or other provisions that have legal effect in any jurisdiction where the Business is situated or operates.
1.16.“Licensed Product” includes the XSalepad Fundraising Platform, SHO, Seed SHO, XS Vaults and any other Intellectual Property of the Service Provider licensed to the Customer under this Agreement for the purposes of conducting the Project SHO and provision of any other services of the Service Provider under this Agreement.
1.17.“Participants” shall mean Users of XSalepad who participate in an SHO and/or in a Public Round, whether or not they purchase SHO Tokens.
1.18.“Project(s)” shall mean a company duly registered and validly existing in their country of incorporation that sells Utility Tokens within the context of a Strong Holder Offering.
1.19.“Platform” or “XSale Platform” means an online platform accessible through the website https://xsalepad.finance/ an application wholly owned and operated by XSalepad.
1.20.“Prohibited Person” shall mean any individual or legal entity that is (i) a national or resident of, or legal entity formed or incorporated within or subject to the laws of any United States embargoed or restricted country; (ii) solely with respect to the non-government sanctioned trading, mining, minting of digital assets or cryptocurrency, or support of the foregoing, a national or resident of, or legal entity formed or incorporated within, or subject to the laws of the People’s Republic of China; (iii) a national or resident of, or legal entity formed or incorporated within or subject to the laws of the Republic of Cuba, Democratic People’s Republic of North Korea, Islamic Republic of Iran, Libya, Republic of South Sudan, Republic of Sudan, Syrian Arab Republic, or the Crimea; (iv) included on, or affiliated with any Person on, the United States Commerce Department’s Denied Persons List, Entities List, or Unverified List; the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List, Specially Designated Narcotics Traffickers or Specially Designated Terrorists, or the Annex to Executive Order No. 13224; the Department of State’s Debarred List; or UN Sanctions; (v) a Person with whom business transactions, including exports and re-exports, are restricted by a United States Governmental Authority, including each item listed in the foregoing clauses (i), (ii), (iii), (iv) and (v) and any updates or revisions thereto and any newly published rules therefore; or (vi) a subject or target of any other economic sanctions administered or enforced by the United Nations, the European Union, the United States of America, or the United Kingdom.
1.21.“Purchase Price” shall mean the price the Participant shall pay in consideration for purchasing the SHO Tokens.
1.22.“Sanctions” shall mean collectively sanctions administered or enforced by any country, government or public authority.
1.23.“Services” shall mean the services described in clause 2.1.
1.24.“SHO Funds” mean the proceeds deriving from the sale of SHO Tokens.
1.25.“SHO Tokens” shall mean the Utility Tokens sold and purchased within the context of an SHO and/or a Public Round.
1.26.“Strong Holder Offering (SHO)” shall have the meaning ascribed to it in clause 3.1.
1.27.“Tax”, “Taxes”, or “Taxation” shall mean any taxes, duties, levies, imposts or other sums payable by reference to profits, revenue or transactions.
1.28.“TGE” shall mean Token Generation Event.
1.29.“Third-Party/Third-Parties” shall mean any other natural which is not a User or a Visitor.
1.30.“Token Metrics” mean the information concerning the SHO Tokens, including but not limited to the token denomination, characteristics, tokenomics model, token supply, vesting schedule, price, technical specifications and functionalities (utilities) and any other technical or commercial information or metric of the Utility Tokens that may be relevant in the context of an SHO.
1.31.“Deposit” shall mean the action of staking the User’s crypto-assets into its Wallet(s).
1.32.“User” shall mean a person who has registered and obtained an account on the Website.
1.33.“Utility Tokens'' shall mean utility-type crypto-assets according to the definitions of (a) the “Guidelines for enquiries regarding the regulatory framework for initial coin offerings (ICOs)” issued by the Swiss financial regulator (FINMA) on 16 February 2018, (b) the “Report with advice for the European Commission on crypto-assets'' issued by the European Banking Authority (EBA) on 9 January 2019, (c) the “Guidance on Crypto Assets: Feedback and Final Guidance to CP 19/3” issued by the British financial regulator (FCA) in July 2019, and (d) point n. 86 of the “Advice Initial Coin Offerings and Crypto-Assets'' issued by the European Securities and Markets Authority (ESMA) on 9 January 2019.
1.39.“VAT” shall mean Value Added Tax.
1.40.“Visitor” shall mean any individual or legal entity browsing the Website.
1.41.“Website” or “XSalepad website” shall mean this website accessible at the following URL: https://xsalepad.finance.
1.42.“Venture Yield” shall mean the staking mechanism allowing the User to receive recurring airdrops of XS Tokens in exchange for the sale of the data generated by the User through its activity on the Platform.
1.43.Except where the context requires otherwise, this Agreement will be interpreted as follows:
1.43.1.Headings are for convenience only and shall not affect the construction or interpretation of any provision of this Agreement;
1.43.2.Where a word or phrase is defined, other parts of speech and grammatical forms and the cognate variations of that word or phrase shall have corresponding meanings;
1.43.3.Words importing the singular shall include the plural and vice versa;
1.43.4.Reference to Articles and Schedules are to articles and schedules of this Agreement;
1.43.5.All words (whether gender-specific or gender-neutral) shall be deemed to include each of the masculine, feminine and neutral genders;
1.43.6.The ejusdem generis (of the same kind) rule will not apply to the interpretation of this Agreement; accordingly, include and including will be read without limitation;
1.43.7.A reference to any document (including this Agreement) is to that document as amended, consolidated, supplemented, novated or replaced from time to time in terms thereof;
1.43.8.A reference to a statute or statutory provision includes, to the extent applicable at any relevant time;
1.43.9.That statute or statutory provision as from time to time consolidated, modified, re-enacted or replaced by any other statute or statutory provision whether before or after the date of this Agreement;
1.43.10.Any subordinate legislation or regulation made under the relevant statute or statutory provision;
1.43.11.References to writing include any mode of reproducing words in a legible and non-transitory form and shall include email or other electronic communication.
2.XSalepad
2.1.XSalepad is a digital ecosystem providing brokerage services to facilitate the connection between Participants and Projects within the scope of reward-based crowdfunding initiatives involving the sale of Utility Tokens.
2.2.XSalepad shall provide the Project(s) and the Participant(s) with the IT infrastructure that allows them to meet and enter into a legal relationship between themselves concerning, respectively, the sale and purchase of Utility Token. It is understood and agreed that the legal relationship concerning the Utility Token sale and purchase shall occur between the Project(s) and the Participant(s) and shall not involve XSalepad, whose role is limited to creating the conditions for this relationship to take place.
2.3.The XSalepad digital ecosystem shall comprise the Website (whose domain name includes but is not limited to https://xsalepad.finance), mobile applications, applets and other applications and/or web platforms that are developed to offer the Services, including independently-operated platforms, websites and projects within the ecosystem.
2.4.XSalepad is operated by the Ecosystem Operator. From a legal perspective, if XSalepad or the Ecosystem are referred to, the subject of any duties or obligations remains the Ecosystem Operators (i.e., the legal entities operating the Ecosystem). The Ecosystem itself is not a legal subject and cannot assume responsibilities or obligations.
2.5.The Ecosystem Operator shall correspond to the legal entities that are responsible for the provision of the Services. Given the high level of uncertainty over the legal framework concerning crypto-assets and for the purpose of mitigating the regulatory risks associated with such uncertainty, the Ecosystem Operator may change. In this case, the new legal entities shall be considered Ecosystem Operators and shall meet their obligations under these T&C. Any change in the Ecosystem Operator's legal structure shall not affect the rights and obligations of the Projects and the Participants.
2.6.In case of a dispute, the plaintiff shall determine the counterparties depending on the relevant services and the particular actions or omissions that affect the rights or interests of the plaintiff.
2.7.The Ecosystem Operator is not a bank, a security firm, an asset manager, a portfolio manager or an investment advisor. The Ecosystem Operator is not a financial institution or a financial service provider. The Ecosystem Operator has not received any license or authorisation from any regulatory authority. The Ecosystem Operator does not, and shall not at any time, give any financial advice whatsoever, including with regards to the purchase of digital tokens. Please note that the Ecosystem Operator is not acting as a financial institution or as a financial service provider, nor the Ecosystem Operator is issuing or offering any security or financial instrument.
2.8.The Ecosystem Operator is an independent contractor but not an agent of the Participant(s) and/or Project(s) in the performance of the Services. This Agreement shall not be interpreted as base or evidence of an association, joint venture, partnership, or franchise between the parties.
2.9.The Participant(s) and the Project(s) acknowledge, understand and agree that the Ecosystem Operator assumes no obligations to help Participant(s) and/or Project(s) to enforce any claims they might have towards each other, which would result from any of their engagements entered into as a result of the Services and/in connection with their use of XSalepad digital ecosystem; but the Ecosystem Operator reserves the right to do so at its sole discretion.
3Strong Holder Offering (SHO) and Venture Yield
3.1.The Ecosystem Operator has conceived and developed an innovative reward-based crowdfunding method based on the sale of Utility Tokens. Such a method is denominated “Strong Holder Offering (hereinafter referred to as the “SHO”)”. The purpose of an SHO shall be to support the promoters of innovative entrepreneurial initiatives (hereinafter referred to as the “Project(s)”) in fundraising operations and to enhance the power of stakeholders (hereinafter referred to as the “Participant(s)”) orienting the development of innovative entrepreneurial initiatives they participate in.
3.2.In order to participate in SHO Sales, the Participant(s) shall need to allocate and lock a certain amount of XS Tokens within a smart contract according to the indications on the Website.
3.3.The Ecosystem Operator’s automated system evaluates the quality of the wallets connected with the smart contract based on multiple criteria, including, but not limited to, amounts of XS Tokens held in the wallet, amounts of staked tokens and token movements. The outcome of the wallet scan determines whether or not the Participant will be allowed to participate in the SHO. The wallet selection shall involve a random selection of the wallets that present similar or equivalent characteristics.
3.4.If the Participant’s wallet has been selected by the aforementioned automated system. The Participant has the possibility to buy the SHO Tokens pertaining to a particular SHO within a certain time specified on the Website. If the Participant does not exercise this option within the given timeframe, the Participant shall lose the option to purchase the SHO Tokens.
3.5.Within the context of an SHO, the Purchase Price shall be paid by the Participant(s) to the Project(s) in stablecoin, either USDC or BUSD, according to the instructions on the website. The delivery of the SHO Tokens shall be governed by a smart contract and shall follow the vesting schedule described on the Website.
3.6.The amount of SHO Tokens to be distributed to the Participants may be subject to a twenty per cent (20%) deduction for the purpose of redistribution towards the other Participants.
3.7.The Participant(s) shall maintain the amount of XS Tokens allocated and lock into the smart contract during the vesting period of the SHO in order to continue to receive the SHO Tokens.
3.8.If the Participant fails to maintain XS Tokens in the smart contract, the Participant shall lose the right to receive the SHO Tokens purchased. The non-delivered SHO Tokens shall be redistributed among other Participants according to the modalities established by XSalepad. The Participant(s) shall be solely responsible for evaluating and determining the suitability of concluding the purchase of SHO Tokens. The Participant acknowledges and agrees that in any purchase of SHO Tokens, its individual engagement with a particular Project might be subject to specific terms and conditions as set out by that Project. The Participant acknowledges, agrees, and understands that the Ecosystem Operator is not responsible for the business conduct of the Project(s), nor for adherence to the information, vision, mission, business strategy, and objectives communicated by the Project(s). The Ecosystem Operator shall be absolved from any responsibility regarding the Project’s outcome. The Participant takes full responsibility regarding any SHO Tokens purchased performed through XSalepad.
3.9.By accepting this Agreement and accessing XSalepad, the Participant consents to the Ecosystem Operator’s right to stake its XS Tokens upon request by the Participant. Within the framework of staking protocols, the Ecosystem Operator locks the Participant’s tokens for an unspecified period of time, rendering them invisible in the Participant’s wallet and unable to be traded, withdrawn or otherwise disposed of, unless the Participant demand to unstake the XS Tokens, which may result in additional costs and fees.
3.10.The Project(s) shall use the proceeds deriving from the SHO to execute the mission, vision, business strategy and objectives communicated to its community through its whitepaper, website, social media and other communication channels, including but not limited to public statements of directors, officials and team members.
3.11.In addition to the SHO, the Participant may also purchase SHO Tokens through a public offering that does not require the staking of XS Tokens (hereinafter referred to as the “Public Round”). The Public Round is open at the sole discretion of the Ecosystem Operator according to the modalities communicated on the Website or on other communication channels attributable to the Ecosystem Operator. All the provisions related to SHOs in the Agreement shall be valid and applicable also to Public Rounds unless inconsistent with the subject or context in light of this paragraph.
4Venture Yield
4.1.The Platform allows Users to participate in the Venture Yield and to harvest in XS Tokens based on data generated by the User’s activities on XSalepad.
4.2.The Ecosystem Operator operates the Venture Yield as a loyalty program rewarding data generated by the Users through airdrops of XS Tokens.
4.3.The User understands and agrees that when using the Venture Yield, the User is locking a certain amount of XS Tokens into a smart contract until redemption and that, in the meantime, the User will not be able to dispose of such XS Tokens. The User understands and agrees that the Ecosystem Operator will not be liable for any loss suffered or gains lost in the event of fluctuation of value of the XS Tokens while using the Venture Yield.
5Staking Wallet
5.1.As an ancillary service with respect to the main services offered on the Platform, the Visitor will be able to transfer crypto-assets into a Staking Wallet operated by a third party Staking Program Gateway(s).
5.2.The Ecosystem Operator interfaces Staking Wallet(s) controlled and operated by third-party Staking Program Gateway(s) with the Website. Staking Programs are operated by separate third-party decentralised (DeFi) and centralised (CeFi) finance platforms, and the Ecosystem Operator has no control over such Staking Programs.
5.3.The Users will be able to place orders through the Website for the purpose of transferring out their crypto-assets to Staking Wallet(s) interfaced with the Website.
5.4.In the event that the User has a Staking Wallet, any instructions in relation to the use of the Staking Wallet is transmitted by the Ecosystem Operator to the Staking Program Gateway(s) directly through the Website by virtue of its position as a technology provider.
5.5.The User understands that the Staking Wallet is an external wallet operated and maintained by a third-party company.
5.6.The Ecosystem Operator solely acts as a technology provider to interface the Staking Wallet with the Website.
5.7.The Staking Wallet feature is simply a gateway allowing the Users to access to various Staking Programs which are operated by third party companies, at their sole risk and liability.
5.8.In the event Staking Program Gateway(s) stops operating the Staking Wallet(s), or if the Staking Program Gateway(s) stop(s) operations, the Ecosystem Operator will discontinue interfacing the Staking Wallet(s) in the Website and Users hereby understand and agree that their crypto-assets placed on the Staking Wallet(s) shall automatically be transferred back to their crypto-assets Wallet.
5.9.The Ecosystem Operator, however, reserves the right at its sole discretion to allow a transition to a new Staking Wallet. In the latter case, the User will be provided with the terms and conditions applicable to such a Staking Wallet and be invited to accept them. Upon such acceptance of the new terms and conditions and an express order by the User to transfer the crypto-assets to the new Staking Wallet, as well as the completion of any other requirement as the case may be, the crypto-assets shall be transferred from the discontinued Staking Wallet to the new Staking Wallet interfaced in the Website. In the absence of such approval or of an express order, the crypto-assets shall automatically be transferred back to the Virtual Currency Wallet of the concerned User.
5.10.The User understands and agrees that Staking Program Gateway(s) are operated by third parties.
5.11.The Ecosystem Operator has no control over the performance or non-performance of third-party Staking Program(s). The Ecosystem Operator solely acts as a technology provider to interface the Staking Wallet with the Website. Therefore, placing your crypto-assets into your Staking Wallet is at the User’s sole risk and losses incurred will be suffered by it exclusively. The User hereby withholds any claim against the Ecosystem Operator for losses incurred or unrealised gains resulting from its participation in a third-party Staking Program.
5.12.The User understands and agrees that by transferring out its crypto-assets into a Staking Wallet operated by third party Staking Program Gateway(s), it will not be able to place orders until it redeems them to its virtual currency wallet within the Website. Redemption will only take place after the next payout. In the event of fluctuation of the value of its crypto-assets while it is placed into the Staking Wallet operated third party Staking Program Gateway(s), it understands and agrees that the Ecosystem Operator will not be liable towards the Users for any loss of value suffered by the User.
5.13.The Ecosystem Operator is not responsible for the control or operation of the Staking Wallet(s).
5.14.The Staking Wallet(s) is/are operated and administered by Staking Program Gateway(s).
5.15.The User can at any time redeem their crypto-assets from the Staking Wallet related to a specific crypto-asset. Redemption will occur by the next payout of Staking. Until redemption, you will not be able to place orders with respect to the crypto-assets placed in the Staking Wallet.
5.16.In the event Staking Program Gateway(s) do not generate the expected revenues and/or experience leaks or frauds or fork(s) in protocols used by Staking Program Gateway(s) and/or in the event the Staking Program Gateway(s) freeze(s) the crypto-assets placed in the Staking Wallet, the Ecosystem Operator reserves the right to freeze the Staking subscriptions and/or redemption of such crypto-assets and/or to suspend the right to subscribe or redeem the crypto-assets placed in the Staking Wallet until the situation is stabilised.
5.17.The Ecosystem Operator shall in no event be held liable for potential losses incurred and/or gain unrealised and/or loss of value of the crypto-assets placed in the User’s Staking Wallet in order to participate in third-party Staking Program(s).
5.18.The User understands and agrees that in the event of loss suffered to its crypto-assets and/or unrealised gains and/or loss of value of its crypto-assets transferred out to its Staking Wallet; the Ecosystem Operator will be entitled, upon redemption of its crypto-assets, to reflect such losses into its crypto-asset wallet.
5.19.In no event shall the Ecosystem Operator be held liable for losses of crypto-assets and/or the value of crypto-assets transferred out to the Staking Wallet. The User hereby waives any claim against the Ecosystem Operator for any such loss suffered as a result of its participation in a Staking Program.
5.20.The User understands and agrees that the Ecosystem Operator will not be liable for any loss suffered or gains lost in the event of fluctuation of the value of the XS Tokens while locked into its Wallet.
5.21.The User understands that Staking Wallets, Staking Programs and/or Staking Program Gateways rely on technology operated by third parties that do not fall within the scope of control of the Ecosystem Operator. The User understands and agrees that the Ecosystem Operator is not responsible for any direct or indirect damages which may arise from operations or loss on Staking Wallets, Staking Programs and/or Staking Program Gateways.
5.22.The User understands that the Ecosystem Operator is only a technology provider. The ability to transfer out crypto-assets to Staking Wallets through the Website does not make the Ecosystem Operator liable, nor shall it be considered an offering of the Staking Programs and/or Staking Program Gateways.
5.23.The Ecosystem Operator shall in no event be held liable for any direct or indirect damages which Users may undergo from the misrepresentations made by the Staking Wallets, the Staking Programs and/or Staking Program Gateways and/or any loss of assets as a result of Staking Wallets, Staking Programs and/or Staking Program Gateways.
6Participant(s)
6.1.The Participant shall be a User of XSalepad that, at its sole discretion, decides to take the opportunity to participate in one or multiple SHOs and/or Public Rounds. The Participant shall mature such a decision taking into consideration all the risks involved with cryptographic digital tokens, including but not limited to regulatory risks and cybersecurity risks. The Participant may partially rely on the contents published on the Website to mature its decision. However, the Participant acknowledges, agrees, and understands that the Website and the contents published herein shall not constitute investment advice, financial advice, trading advice, or any other sort of advice and that the Participant shall not treat any of the Website's content as such. The Participant alone assumes the sole responsibility of evaluating the merits and risks associated with using any information or other content on the Website before making any decisions based on such information. The Participant understands that the crypto market is characterised by high volatility, and it should be aware of the concrete possibility of losing the entirety of the funds allocated in the crypto market. The Participant should refrain from using funds it cannot afford to lose when purchasing cryptocurrencies and other digital tokens
6.2.The Participants acknowledge, agree, and understand that the Ecosystem Operator does not, in any way, supervise, direct, or control any of the Projects and that the Ecosystem Operator does not control, verify, assure, guarantee and warrant that the information provided by the Project(s) to the Participant(s) through the Website are honest, accurate, complete and updated. The Participant(s) shall conduct their own due diligence on the Project(s) before purchasing SHO Tokens when participating in an SHO.
6.3.The Participants expressly agree that they are purchasing and receiving SHO Tokens at their sole risk and that the Website and SHO Tokens are provided on an "as is" basis without warranties of any kind, either expressed or implied.
6.4.The Participants understand and agree that the purchase and any other acquisition of SHO Tokens carry significant risks. Therefore, the purchase of SHO Tokens should be undertaken only by Participants experienced with cryptographic tokens and blockchain-based software with a functional understanding of storage and transmission mechanisms associated with other cryptographic tokens.
6.5.By purchasing SHO Tokens, the Participants confirm that they understand and assume the risks involved in such a transaction. In particular, the Participants confirm to fully understand and accept the following.
6.5.1.Any SHO will not involve the issuance of any securities (whether equity securities or otherwise, including unregistered security) or other kinds of investment certificates.
6.5.2.SHO Tokens are merely cryptographic tokens existent on one or multiple blockchains that can enable usage of and interactions with digital services and applications provided by the related Project.
6.5.3.SHO Tokens are not redeemable, nor associated with financial return or backed by any underlying asset, security or repurchase commitment and do not necessarily have liquidy or market value.
6.5.4.SHO Tokens do not stand for any sort of investment contract for all intents and purposes.
6.5.5.The purchase of SHO Tokens is not an investment nor a collective investment scheme, and the Participant(s) shall not expect any repayment, refund, return or profit from participating in an SHO or Public Round.
6.5.6.The Participant(s) shall participate in the Venture Yeld or in an SHO with the purpose of investing, speculating or pursuing a profit. By participating in the Venture Yeld or in an SHO, the Participant(s) shall not expect to get anything other than SHO Tokens in return for the Purchase Price.
6.5.7.The Participant(s) payment for the purchase of SHO Tokens will be non-refundable. Therefore, The Participant(s) shall give full consideration to all risk factors, including but not limited to the volatility of cryptocurrency prices and markets in general, risks of systemic failure, risks of code failure, bugs, hardware failure, loss of data, theft, lost usernames, passwords or private keys, incorrectly executed transactions and/or hacks which can lead to, inter alia, the complete loss of the SHO Tokens.
6.5.8.Blockchain technology allows new forms of interaction, and it is possible that certain jurisdictions will apply existing regulations on or introduce new regulations addressing blockchain technology-based applications, which may be contrary to the current setup of the Venture Yield and/or SHO and which may, inter alia, result in substantial modifications or loss of SHO Tokens.
6.5.9.The field of digital cryptography is very new, and for this reason, there is a risk of unforeseen attacks on several or all parts of the XSalepad digital ecosystem. In the event of such an attack/hack, Parties may lose their XS Tokens, SHO Tokens and stablecoins.
6.6.The Participant understands the inherent risks associated with blockchain technology and crypto-assets, including, but not limited to, those listed hereinafter:
6.6.1.Risks associated with (intellectual) property rights: the Participant understands and accepts that, due to a lack of originality of the software and to the immaterial character of the SHO Tokens, there may be no title of ownership in and to the SHO Tokens.
6.6.2.Risks associated with IT: the Participant understands and accepts that the smart contracts, the Website, all the components of the XSalepad digital ecosystem, and blockchain protocols (i.e. the Ethereum blockchain) are still in an early stage and unproven. The Participant understands and accepts that there is no warranty that the process for delivering SHO Tokens and/or the smart contracts will be uninterrupted or error-free and acknowledges that there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing inter alia, the complete loss of XS Tokens, SHO Tokens, and stablecoin. The Participant understands and accepts that the smart contracts and/or underlying protocols and/or any other software involved may either delay and/or not execute the delivery of SHO Tokens.
6.6.3.Regulatory risks: the Participant understands and accepts that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, a blockchain technology based applications, which may be contrary to the current setup of the XSalepad digital ecosystem and which may, inter alia, result in substantial modifications of the XSalepad digital ecosystem, including its termination and the loss of SHO Tokens.
6.6.4.Risks associated with abandonment/lack of success: the Participant understands and accepts that the development of the Project(s) may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competitors). The Participant, therefore, understands that there is no assurance that, even if the Project is partially or fully developed and launched, the Participant will receive any benefits through the SHO Tokens held by him/her/it.
6.6.5.Risks associated with a loss of private key: the Participant understands and accepts that SHO Tokens can only be accessed by using a digital wallet. The Participant understands and accepts that if his/her/its private key or password gets lost or stolen, the SHO Tokens associated with the Participant's digital wallet will be unrecoverable and will be permanently lost.
6.6.6.Risks associated with Parties’ wallet: the Participant understands and accepts that XSalepad is in no way responsible for the digital wallet on which the SHO Tokens are transferred. The Participant(s) shall understand and agree that they are solely responsible for the access and security of their digital wallet, for any security breach of their wallet and/ with any loss of SHO Tokens resulting from digital wallet service providers, including any termination of the service by the digital wallet service provider and/or bankruptcy of the digital wallet service provider. The Participant understands and accepts that the wallet or digital wallet service provider used for the SHO, has to be technically compatible with the SHO Tokens. The failure to assure this may have the result that the Participant will not gain access to his/her/its SHO Tokens.
6.6.7.Risks associated with theft/hacks: the Participant understands and accepts that the smart contracts, the Website, the underlying software application and the software platform (i.e. the Ethereum blockchain) may be exposed to cyber attacks by hackers or other individuals that could result in theft or loss of XS Tokens and/or SHO Tokens, and/or stablecoins.
6.6.8.Risks associated with depreciation: the Participant understands and accepts that with regard to SHO Tokens, no market liquidity may be guaranteed and that the value of SHO Tokens over time may experience extreme volatility or depreciate in full.
6.7.The Participant(s) shall confirm that they have understood all the risks mentioned above and hereby confirm that they use XSalepad at their own risk. The Participant(s) shall understand and agree that XSalepad shall not be liable for any damage or loss incurred by the Participant(s) due to the materialisation of any of the risks mentioned above. The Participant(s) shall release the Ecosystem Operator from any liability for any damage and/or loss arising, directly or indirectly, from their use of the XSalepad digital ecosystem.
7.Project(s)
7.1.The Project shall be an innovative entrepreneurial initiative engaged in a crowdfunding operation executed through the issuance and sale of Utility Tokens within the context of an SHO. The Project shall use XSalepad digital ecosystem and the Services only for the purpose of the aforementioned crowdfunding operation. The proceeds derived from the sale of its Utility Tokens (i.e., SHO Tokens) shall be used by the Project with the sole purpose of executing the mission, vision, business strategy and objectives communicated to its community through its whitepaper, website, social media and other communication channels, including but not limited to public statements of directors, officials and team members of the Project.
7.2.The Project shall honestly and accurately represent the characteristics of its initiative in order to allow the Participants to take an informed and conscious decision concerning the purchase of SHO Tokens.
7.3.The Project shall communicate honest, accurate and updated information to XSalepad at all times. The Project shall not modify the Token Metrics without the prior written consent of XSalepad and shall be liable towards the Participants for such changes.
7.4.The Project shall obtain a legal opinion assessing the legal qualification of its SHO Tokens.
7.5.The Project represents and warrants the following.
7.5.1.The Project is a corporation duly organised, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
7.5.2.The execution, delivery and performance by the Project of this Agreement are within the power of the Project and, other than with respect to the actions to be taken when SHO Tokens are to be delivered to the Participant, has been duly authorised by all necessary measures on the part of the Project. This Agreement constitutes a legal, valid and binding obligation of the Project, enforceable against the Project in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. The Project is not in violation of (a) its current certificate of incorporation or bylaws, (b) to its knowledge, any material statute, rule or regulation applicable to the Project, including but not limited to virtual assets and virtual asset service providers regulation, securities, investment adviser, broker-dealer, money services business, money transmitter regulations, regulations preventing dealings with certain sanctioned individuals, entities and countries and money laundering and terrorist financing regulation (for which the Project has adopted adequate procedures and policies) or (c) any material indenture or contract to which the Project is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Project.
7.5.3.The performance and consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any material judgment, statute, rule or regulation applicable to the Project; (b) result in the acceleration of any material indenture or contract to which the Project is a party or by which it is bound; or (c) result in the creation or imposition of any lien upon any property, asset or revenue of the Project or the suspension, forfeiture, or nonrenewal of any material permit, license or authorisation applicable to the Project, its business or operations.
7.5.4.The Project owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
7.5.5.Neither the Project nor any of its subsidiaries nor any director, officer, agent, employee, affiliate or person acting on behalf of the Project or any of its subsidiaries are (a) currently the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (hereinafter collectively referred to as “Sanctions”); or (b) located, organised or resident in Iran, North Korea, Cuba, Sudan or Syria. The Project and its subsidiaries have not knowingly engaged in for the past five years, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the target of Sanctions prohibiting any such dealings or transactions. Neither the Project nor any of its subsidiaries nor any director, officer, agent, employee, nor any Representative are a Prohibited Person; nor has the Project, its Representatives or any of the Project’s Affiliates engaged in any dealings or transactions with any Prohibited Persons; and the Project, its Representatives and its Affiliates have complied with all requirements of laws, government orders or resolutions of United Nations relating to anti-money laundering, anti-terrorism, trade embargos and economic sanctions applicable to its, its Representatives or its Affiliates’ activities. Neither the Project, nor any person having a direct or indirect beneficial interest in the Project or the Agreement being acquired by Project, or any person for whom Project is acting as agent or nominee in connection with the Agreement, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
7.6.Furthermore, the Project covenants that:
7.6.1.The Project will not issue or use the SHO Tokens in connection with any activity that violates applicable laws in any relevant jurisdiction, including, but not limited to, the issuance or use of the SHO Tokens in connection with transactions that contradict international standards on anti-money laundering and counter-terrorism financing procedures.
7.6.2.The SHO Tokens, which will be transferred to the Participant hereunder, does not and will not represent the proceeds of a money laundering offence or a terrorist activity financing offence under anti-money and counter-terrorism financing regulations applicable to the Project.
7.6.3.The Project represents and warrants that upon transfer of the SHO Tokens to the Participant under this Agreement, the Participant will have valid title to such SHO Tokens.
7.6.4.The Project hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction (with respect to the Project’s nationality and residence) in connection with the issuance of the SHO Tokens, including (a) the legal requirements within its jurisdiction (with respect to the Project’s nationality and residence) for the issuance of the SHO Tokens, (b) any foreign exchange restrictions applicable to such SHO Tokens issuance, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the issuance and transfer of the SHO Tokens. The Project’s issuance of the SHO Tokens according to this Agreement will not violate any applicable securities or other laws of the jurisdiction(s) of the Project’s nationality and residence. The Project is not a resident of any country in which the issuance of the SHO Tokens is prohibited.
8Know Your Customer / Know Your Business / Anti Money Laundering
8.1The Ecosystem Operator is obliged to exert control over Participant(s) and Project(s) in order to comply with Know Your Customer (KYC) and Know Your Business (KYB) standard practises and Anti Money Laundering (AML) applicable laws and regulations (hereinafter collectively referred to as “KYC/AML regulations''). The Ecosystem Operator expects the Participant(s) and the Project(s) to be acting in good faith regarding the information provided. The Participant(s) will not be able to receive any payments from the Project(s) unless the Participant conforms successfully with established KYC procedures in accordance with our AML Policy.
8.2The Participant(s) and the Project(s) must provide the Ecosystem Operator with true and accurate details of all required KYC, KYB and AML requirements. The Participant(s) and the Project(s) acknowledge that by failing to submit all necessary KYC/KYB/AML information. The Participant(s) and the Project(s) will not receive any SHO Tokens. The Participant(s) and the Project(s) will take all reasonable and necessary measures to rectify any issues.
8.3The Participant(s) and the Project(s) shall provide any further items and documentation that the Ecosystem Operator may reasonably request in the case of further Investigations at the discretion of the Ecosystem Operator.
8.4The Participant(s) and the Project(s) use will not violate any and all laws and regulations applicable to the Participant, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing.
8.5The Ecosystem Operator performs KYC/AML checks on Participant(s) and Project(s) eligible for participation (including receiving payments from Projects) within the Platform. The Parties acknowledge, agree, and understand that the Ecosystem Operator will transfer to a third party service provider any collected KYC/AML data and that the Ecosystem Operator has the independent right to terminate the Participant’s participation in the community of that Project, including termination of the possibility to provide Created Content and/or any other services to Participants, and the possibility to receive payments from the Project, all based on the results of the KYC/AML checks.
8.6Sanctions
8.6.1.The Participant(s) and the Project represent and warrant that they have not been included in any trade embargoes or economic sanctions list (such as the United Nations Security Council Sanctions List), the list of specially designated nationals maintained by OFAC (the Office of Foreign Assets Control of the U.S. Department of the Treasury), or the denied persons or entity list of the U.S. Department of Commerce.
8.6.2.Pursuant to the economic sanctions programs administered in the jurisdictions where the Ecosystem Operator conducts business, the Ecosystem Operator is prohibited from providing services or entering into relationships with certain individuals and entities. In the event that the Ecosystem Operator is required to block assets associated with the Parties’ XSalepad Account in accordance with a sanctions program or other similar government sanctions programs, the Ecosystem Operator may (i) deactivate or block Participants’ activity, (ii) and withhold any outstanding rewards. The Ecosystem Operator is not responsible for any losses, whether direct or indirect, that the Parties may incur as a result of our complying with applicable law, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant or other legal order. Accessing XSalepad Services and XSalepad Platform (including any engagement with Project(s) through the XSalepad Platform) is subject to compliance with economic sanctions imposed by applicable jurisdictions. Using XSalepad Services and accessing XSalepad Platform, the Parties represent and warrant that their use of any of the Ecosystem Operator’s services complies with those requirements.
8.6.3.Without limiting the foregoing, the Parties may not acquire any cryptographic tokens or use any of the XSalepad Services through the XSalepad Platform if: (1) if anyone is in, under the control of, or a national or resident of any country subject to United States embargo, UN sanctions, HM Treasury’s financial sanctions regime, or is on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List HM Treasury’s financial sanctions regime; or (2) The Parties intend to supply the acquired cryptocurrency(ies) or XSalepad Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury’s financial sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury’s financial sanctions regime.
8.7.The Ecosystem Operator reserves the right to choose markets and jurisdictions to conduct business and may restrict or refuse, in its discretion, the provision of services in certain countries or regions.
8.8.Documents submitted must be verified prior to the opening of a XSalepad Account. Verification of the identity of the Parties will be required to cross-check the Parties’ identities, using provided information and other controls to ensure a meaningful identity confirmation process based on accumulated reward size, among other factors. The following are examples of verification methods the Project may use:
8.8.1.Obtaining proof of address, such as a copy of a utility bill or bank statement from the Account holder;
8.8.2.Comparing the identifying information with information available from a trusted third-party source, such as international databases;
8.8.3.Analysing whether there is logical consistency between the identifying information provided, such as the User’s name, street address, ZIP code, and date of birth (logical verification);
8.9.The Parties are obliged to comply with “Know-Your-Business” (“KYB”), and “Anti Money Laundering” (“AML”) standard procedures and other banking or government regulations. The Parties fully agree to assist the Ecosystem Operator in fulfilling the mentioned obligations and provide any necessary information if such is required from the Participant by the Governmental Authorities.
8.10.The Parties have not and will not supply the Ecosystem Operator with inaccurate or misleading information relating to Participant’s purchase of the Tokens, including, without limitation, the Participant’s identity and source of funds. The Parties will supply the Ecosystem Operator with all accurate information, documentation or copy documentation that the Ecosystem Operator may require in order to allow the Ecosystem Operator to accept the Participant’s purchase of Tokens and allocate Tokens to the Participants, and the Parties will provide the Ecosystem Operator with any additional information which may be reasonably required in order that the Project can fulfil its legal, regulatory, and contractual obligations, including but not limited to any anti-money laundering and "Know Your Business" Obligations and/or any change to the information that the Parties have supplied to the Project
8.11.At the discretion of the Ecosystem Operator, if the type of XSalepad Account increases the risk that the Ecosystem Operator will not be able to verify the true identity of the Parties through documents is confirmed, the XSalepad Account will be closed by the Ecosystem Operator.
8.12.As part of the Ecosystem Operator’s compliance process with such regulations, the Ecosystem Operator shall conduct KYB/KYC checks on the Parties through a third party platform. Such checks shall be conducted prior to the Participant’s payment of the Purchase Price. As part of such checks, the Ecosystem Operator shall collect and store, and the Participant agrees to provide prior to the purchase of the Tokens or prior to the transfer of the Tokens to the Ecosystem Operator, the following types of data:
8.12.1.Participant name;
8.12.2.Jurisdiction of Incorporation;
8.12.3.Extract from the local commercial register and other incorporation documents;
8.12.4.Be sure to check which documents can be used for the Party’s relevant country — in Annex II.
8.13.The third-party KYB service provider shall conduct on behalf of the Ecosystem Operator further AML checks concerning the director(s), shareholder(s), and ultimate beneficial owner(s) of the Parties through a KYB Form that shall be filled in by the Parties.
8.14.Furthermore, the Parties or the third-party service provider selected by the Ecosystem Operator would collect and store, and the Parties agree to provide prior to the purchase of the Tokens or prior to the transfer of the Tokens, data, including but not limited to the Parties’ director(s), shareholder(s) and ultimate beneficial owner(s). The duration of such data restoration shall be within the time limits provided by law
8.15.In certain cases (when additional verification by bank or compliance authority is needed according to Governmental Authorities, AML or KYC/KYB policies), the Ecosystem Operator may require the Parties to provide additional information and/or any other documents that the Ecosystem Operator may reasonably request to satisfy applicable KYB and AML requirements.
8.16.The Ecosystem Operator shall be entitled to immediately terminate this Agreement if the Ecosystem Operator has reasonable doubts as to the validity, authenticity and genuineness of the data provided by the Parties, or in case the Parties have failed to provide the data and other additional information as required above. In such case, the Parties will be deemed to have violated the provisions of this Section of this Agreement and the Ecosystem Operator shall refuse to transfer the Tokens to the Participant and shall use its commercially reasonable best efforts to refund the Purchase Price, including any cryptocurrencies, that the Project has actually received from the Participant to purchase the Tokens from the Project in the same amount (of the form of payment, whether money or any cryptocurrencies, as applicable) it has been transferred to the Project (with no interest or any other amounts due on such funds, subject to the deduction of any transfer fees paid by the Project). In addition, the Ecosystem Operator has the right to use any possible efforts for preventing money laundering and terrorism financing, including, but not limited to, blocking the Participant’s Wallet and disclosing any information about the Parties to the Governmental Authority on their request, without the Parties’ knowledge or consent.
8.17.All payments by the Participant to the Project in connection with this Agreement shall be made only in the Participant’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force, and is not a “foreign shell bank”‘ within the meaning of the U.S. Bank Secrecy Act, or similar laws, as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.
8.18.As part of the Ecosystem Operator’s commitment to the prevention of money laundering, the Ecosystem Operator will not tolerate any Token-holder abusing their services for such matters. If the Ecosystem Operator suspects any Token-holder is abusing their services for the purposes of money laundering, they reserve the right to freeze any funds used to purchase the Tokens. The Ecosystem Operator reserves the right to report any suspicious activities to the Governmental Authorities without the Token-holder’s knowledge or consent.
9Website Requirements
9.1.By accessing the Website, the User represents and warrants that:
9.1.1.as an individual, it is at least eighteen (18) or is of legal age to form a binding contract under applicable laws;
9.1.2.as an individual, legal person, or other organization, it has full legal capacity and sufficient authorisations to enter into these Terms;
9.1.3.it has not been previously suspended or removed from using the Services;
9.1.4.it does not currently have an account, and
9.1.5.Its use of the Services will not violate any and all laws and regulations applicable to the User, including but not limited to regulations on AML, anti-corruption, and counter-terrorist financing.
10Prohibited Actions
10.1.The User is entitled to use the Website only in conformity with the laws of its country of residence and of the country from which it accesses the Website
10.2.The User may solely make legal use of the Website, and any illegal or inappropriate use of the Website is banned. In particular, the User agrees to browse the Website lawfully and without any violation of the Agreement or any applicable law and agrees not to do any of the following actions in connection with its use of the Website:
10.2.1.access or use the Website in any manner that could interfere with, disrupt, negatively affect, or inhibit anyone from fully enjoying the Website, including, but not limited to, defamatory, harassing, threatening, bigoted, hateful, vulgar, obscene, pornographic, or otherwise offensive behaviour or content;
10.2.2.access or use the Website for any illegal or unauthorised purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms & Conditions or any other terms or policies provided in connection with the Website;
10.2.3.intimidate or harass any person or entity, or falsely state or otherwise misrepresent the User or the User’s affiliation with any person or entity;
10.2.4.damage, disable, overburden, or impair the functionality of the Website in any manner;
10.2.5.distribute or post spam, unsolicited or bulk electronic communications, advertising, solicitations, promotional materials, chain letters, or pyramid schemes;
10.2.6.upload, post, transmit, distribute, or otherwise make available any material that contains software viruses, malwares, ransomwares or spywares or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware, mobile devices or telecommunications equipment or any other technologies that may harm the Website or the interests or property of the Users or of the Ecosystem Operator;
10.2.7.export or re-export any applications, code or tools developed by and proprietary to the Ecosystem Operator except as in strict compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
10.2.8.use any robot, spider, crawler, scraper, or other automated means or interface not provided or authorized by the Ecosystem Operator to access the Website or to extract data or information from the Website;
10.2.9.commercialize any application, code, or any information or software associated with such application and/or the Website without the prior consent of the Ecosystem Operator;
10.2.10.upload, post, transmit, distribute, store, or otherwise make publicly available on the Website any personal data of Users, or of any Third-party without the person’s prior explicit consent;
10.2.11.harvest or otherwise collect information or data about Users without their consent or use automated scripts to collect information from or otherwise interact with the Website;
10.2.12.upload, post, transmit, distribute, store, or otherwise make available content that, in the sole judgment of the Ecosystem Operator, is objectionable, misleading or which restricts or inhibits any other person from using the Website, or which may expose the Ecosystem Operator or its Users to any harm or liability of any type;
10.2.13.upload, post, transmit, distribute, store, or otherwise make available content that would constitute, encourage, or provide instructions for a criminal offence;
10.2.14.copy, modify, distribute, sell, or lease any part of the Website;
10.2.15.reverse engineer or attempt to extract the source code of the Website;
10.2.16.interfere or attempt to disrupt the Website in any way;
10.2.17.circumvent or attempt to circumvent any filtering, security measures or other features designed to protect the Website, or third parties;
10.2.18.infringe upon or violate the rights of The Ecosystem Operator, the Users or any third party; and
10.2.19.facilitate or assist another person to do any of the above acts.
11.Data Protection
11.1.The Ecosystem Operator shall manage the personal data of the Parties, shareholders, beneficial owners, advisors and/or employees as per the requirements of the EU REGULATION 2016/679 on data protection, also referred to as the General Data Protection Regulation ( GDPR).
11.1.1.Personal Data:
11.1.1.1.The Participants and the Project agree and consent to the Ecosystem Operator gathering Personal Data and other information relating to the Participant for the purposes of fulfilling this Agreement, including facilitating the issuance and transfer of the SHO Tokens and complying with Laws and Legal Requirements.
11.1.2.GDPR Compliance:
11.1.2.1.The Ecosystem Operator is committed to ensuring the protection of all personal information that the Ecosystem Operator holds and to protect all such data. The Ecosystem Operator recognises its obligations in updating and expanding this program to meet the developing requirements of GDPR or similar international requirements. The Ecosystem Operator is dedicated to safeguarding all personal information under its control and in maintaining a system that meets our obligations under the GDPR requirements.
11.1.2.2.If the Party is a resident of the European Union, the Parties have the right to file a complaint concerning their data protection with the competent supervisory authority, being the Belgian EU Data Protection Authority. A Party can contact them at the following address: Rue la Presse / Persstraat 35, 1000 Brussels / Email: contact@apd-gba.be .
11.1.3.Cross-Border Data:
11.1.3.1.Information that the Ecosystem Operator collects may be stored and processed in and transferred between any of the countries in which the Ecosystem Operator operates or utilises services to enable the use of the information in accordance with this Agreement.
11.1.4.The Parties agree to such cross-border transfers of personal information.
11.1.4.1.KYC and other data is safely stored by the Ecosystem Operator on an Amazon S3 server in Frankfurt, Germany. This data is kept encrypted and safely transferred to be kept in cold storage;
11.2.The Ecosystem Operator does not keep any personal data related to its KYC/KYB/AML procedures following its handover to the respective project entity. All data is purged. The Ecosystem Operator also does not save/keep any KYC/KYB/AML data in its databases at any time.
11.3.The Ecosystem Operator will not share any KYC/AML data with any third parties except for the relevant Project or, if necessary, its KYC provider (which name is: KYC3), unless complying with relevant authorities and regulations.
11.4.Protecting the Parties’ privacy is very important to the Ecosystem Operator. Before accessing and using any of our services, you shall be required to review and consent to XSalepad’s Privacy Policy.
12.Assignment
12.1.Limited License.
12.1.1.The Ecosystem Operator hereby grants the Participants a personal, non-exclusive, non-transferable, non-sublicensable and limited license, subject to the terms of this Agreement, to access and use XSalepad solely for informational, transactional, or other approved purposes as permitted by the Ecosystem Operator from time to time. Any other use of the XSalepad Platform is expressly prohibited. All other rights in the XSalepad Platform are reserved by the Ecosystem Operator. The Ecosystem Operator reserves all rights in the XSalepad Platform, and the Participants and Projects agree that this Agreement does not grant the Participant any rights in or licenses to the XSalepad Platform, except for this express, limited license. The Participant will not otherwise copy, transmit, distribute, sell, resell, license, decompile, reverse engineer, disassemble, modify, publish, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the content available on the XSalepad Platform or any other part of the XSalepad Platform or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, The Participant will not frame or display the XSalepad Platform (or any portion thereof) as part of any other website or any other work of authorship without prior written permission. If the Parties violate any portion of this Agreement, the Parties’ permission to access and use the XSalepad Services may be terminated pursuant to this Agreement. In addition, the Ecosystem Operator reserves the right to all remedies available at law and in equity for any such violation.
12.2.The Participant(s) and the Project(s) may not assign any of their rights, licenses, or obligations under this Agreement without the Ecosystem Operator’ prior written consent. Any such attempt at assignment by the Parties shall be void. The Ecosystem Operator may assign its rights, licenses, and obligations under this Agreement without limitation and without prior consent.
12.3.This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by the Parties but may be assigned by the Ecosystem Operator without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the XSalepad Services. Any attempted transfer or assignment in violation hereof shall be null and void.
13.Intellectual Property Rights
13.1.Intellectual property rights and all other proprietary rights in relation to the content available on the Website (including but not limited to software, mobile software, algorithms, codes, audio, video, text, animations, files, photographs designs, graphics, layouts, images, video, information, and their selection and arrangement) (hereinafter: the “Website Content”) are the exclusive property of the Ecosystem Operator and its licensors. The Ecosystem Operator or its licensors’ rights to the Website Content include rights to:
13.1.1.The Website; and;
13.1.2.All designs, layouts, software, displayed, and technical information associated with the Website.
13.2.All Intellectual property rights in the Website Content not expressly granted herein are reserved to the Ecosystem Operator. All copyright and other proprietary notices shall be retained on all reproductions.
13.3.Any other use of the Website Content, including without limitation distribution, reproduction, modification, making available, communicate to the public, publicly perform, frame, download, display, or transmission, in whole or in part, without the prior written consent of the Ecosystem Operator is strictly prohibited.
13.4.The Participant(s) and Project(s) may not derive or attempt to derive the source code of all or any portion of the software or mobile software (hereinafter: the “Software”), permit any third party to derive or attempt to derive such source code, or reverse engineer, decompile, disassemble, or translate the Software or any part thereof.
13.5.The Ecosystem Operator and its licensors own and shall retain all Intellectual property rights and other rights in and to the Software, and any changes, modifications or corrections thereto, subject to open source software used in relation to the Website.
13.6.The Ecosystem Operator, together with its licensors expressly reserve all Intellectual property rights in all text, programs, products, processes, technology, content, source code, object codes, layouts, and other materials, which appear on the Website. Access to the Website does not confer and shall not be considered as conferring upon anyone any license under any of our or any third party's intellectual property rights. Any use of the Website, including copying or storing it or them in whole or part, other than for own personal, non-commercial use, is prohibited without the prior consent of the Ecosystem Operator.
13.7.XSalepad Platform and any XSalepad Services, including their design elements or concepts and any and all underlying Intellectual Property, including, but not limited to any registered trademarks, are the property of the Ecosystem Operator and/or Projects (as applicable), and are protected by copyright, patent, trade secret and other Intellectual Property laws. The Ecosystem Operator and its licensors retain any and all rights, title and interest in and to XSalepad Platform and XSalepad Services (including, without limitation, all Intellectual Property rights), including all copies, modifications, extensions and derivative works thereof. The Participant’s right to use the XSalepad Platform and XSalepad Services is limited to the rights expressly granted in this Agreement. No licences to use any of trademarks or any other XSalepad brands are to be inferred or assumed pursuant to the use of any XSalepad Services. All rights not expressly granted to the Participant are reserved and retained by the Ecosystem Operator, the Project and their licensors.
13.8.The Participant expressly agrees not to duplicate, copy, transmit, distribute, license, reverse engineer, modify, publish, reuse or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Intellectual Property of the Ecosystem Operator or any Projects without the express prior written consent of the Ecosystem Operator and, if applicable, the Project(s). The Participants shall not infringe the Intellectual Property rights of the Ecosystem Operator, the Projects, or any third party.
14The Website
14.1The Website is provided to the Visitors on an “as is” basis, without warranties of any kind, either expressed or implied, to the maximum extent permitted under applicable law.
14.2The Ecosystem Operator grants the Visitor a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Website and its content for its personal, non-commercial use, and to display the content of the Website exclusively on its computer screen or on other devices (such as smartphones or tablets), subject to its compliance with the Terms & Conditions and the Ecosystem Operator’s policies.
14.3All other uses are prohibited without the Ecosystem Operator’s prior written consent.
14.4Except as otherwise agreed upon, if the Ecosystem Operator enables the use of software, content, virtual items, or other materials owned or licensed by the Ecosystem Operator (hereinafter referred to as the “Software and Content”), the Ecosystem Operator hereby grants the User a non-exclusive, non-transferable, non-sublicensable and revocable, worldwide license to access and use the Software and Content solely for personal and non-commercial purposes, conditioned on its compliance with the Terms & Conditions.
14.5The User will not use, copy, adapt, modify, decompile, reverse engineer, disassemble, decrypt, attempt to derive the source code of, prepare derivative works based upon, distribute, license, sell, rent, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Software and Content, except as expressly permitted by the Ecosystem Operator or as permitted under applicable law. Any unauthorised use of the Software and Content is strictly prohibited and will terminate the license granted in the Terms & Conditions.
14.6No licenses or rights are granted to the User by implication or otherwise, except for the licenses and rights expressly granted to the User.
14.7If the User provides the Ecosystem Operator with any feedback or comments regarding the Website, it grants the Ecosystem Operator the right to use such feedback or comments for any purpose without restriction or payment to the User.
15Trademarks
15.1XSalepad’s names and logos and all related product and service names, design marks, and slogans are the trademarks or service marks of the Ecosystem Operator or its licensors. No trademark or service mark license is granted in connection with the materials contained on the Website.
15.2Access to the Website does not authorise anyone to use any name, logo, or mark in any manner whatsoever.
15.3The XSalepad and the Ecosystem Operator marks and logos are trademarks. The use or the display of these trademarks without explicit written permission of the Ecosystem Operator is prohibited.
15.4Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any right or license to use any of the XSalepad marks without the prior explicit written consent of the Ecosystem Operator.
15.5The trademark together with the other graphics, logos, layouts, designs, page headers, button icons, scripts, and service names on the Website, are the trademarks or trade dress of the Ecosystem Operator (hereinafter referred to as the "Marks").
15.6The User may not use the Marks, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion or create the impression that the Ecosystem Operator endorses any product or service.
15.7The User may not reproduce or use the Marks without the prior written permission of the Ecosystem Operator.
15.8Other IPs
15.8.1nothing herein gives the Visitor any rights to any other trademarks or other intellectual property rights belonging to the Ecosystem Operator and the associated logos. All these rights are expressly reserved in the name of the Ecosystem Operator.
16.Survival
16.1.All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, XSalepad Account cancellation, debts owed to the Ecosystem Operator, the general use of the XSalepad Platform, disputes with Ecosystem Operator, and general provisions, shall survive the termination or expiration of this Agreement.
17.No Waiver
17.1.The Ecosystem Operator’s failure to enforce a provision of this Agreement does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or this Agreement as a whole.
17.2.If the Parties are in contravention of any of this Agreement and the Ecosystem Operator refrains from taking action against the Parties, the Ecosystem Operator’s forbearance does not constitute a waiver and the Ecosystem Operator may nonetheless take action against the Parties in the future or if the Participant(s) and Project(s) violate the same provision at another instance or if the Participant(s) and Project(s) violate a different provision.
18.Modification Of The Website
18.1.The Ecosystem Operator reserves the right to change, suspend, remove, discontinue or disable access to the Website or particular portions thereof, at any time and without notice. In no event will the Ecosystem Operator be liable for the removal of or disabling access to any portion or feature of the Website.
19.Availability
19.1.The Website and content may not be available in all territories and jurisdictions, and the Ecosystem Operator may restrict or prohibit the use of all or a portion of the Website and content in certain territories and jurisdictions.
20.Network Costs
20.1.The Parties may be charged by the network provider for data services or any other third-party charges as may arise while using the Website, and the Parties accept responsibility for such charges.
20.2.If the Participant is not the bill payer, the Ecosystem Operator will assume that the Participant has received permission from the bill payer.
21.Downtime
21.1.Since the Website is web-based, it might be subject to temporary downtime.
21.2.From time to time, the Ecosystem Operator also updates or maintains the Website, which will result in the Website not being available for a certain period of time. The Ecosystem Operator does not warrant that the Website operates uninterrupted or error-free.
21.3.The Ecosystem Operator is not responsible for any damages or losses suffered by the Parties as a result of any failure or interruption of the Website or suspension of the Parties’ access to the Website.
21.4.In the event that a technical problem causes system outage or Account errors, the Ecosystem Operator may temporarily suspend access to the Parties’ Account until the problem is resolved.
22.Computer Malware
22.1.The Ecosystem Operator shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer malware, spyware, or scareware that may affect the Parties’ computer or other equipment, or any phishing, spoofing or other attacks.
22.2.The Ecosystem Operator advise the regular use of reputable and readily available virus screening and prevention software. The Parties should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from XSalepad.
22.3.Always log into XSalepad Account through the XSalepad Platform to review any transactions or required actions if Participant(s) and Project(s) have any uncertainty regarding the authenticity of any communication or notice.
23.Disclaimers
23.1.Please note the following risks of using XSalepad Services:
23.1.1.The risk of loss in holding any cryptographic tokens can be substantial. The Parties should therefore carefully consider whether holding any cryptographic tokens is suitable for the Parties in light of the Parties’ financial condition. In considering whether to hold any cryptographic tokens, the Parties should be aware that the price or value of cryptographic tokens can change rapidly, decrease, and potentially even fall to zero. When using a XSalepad Platform and Services, the Parties acknowledge that the Ecosystem Operator is not responsible for any losses resulting from market changes or account misappropriation.
23.1.2.The Parties understand and agree that any cryptographic tokens, blockchain technology or distributed ledger technology related projects are new and relatively untested and outside of both the Participant and the Project’s exclusive control. Any adverse changes in market forces, the technology and regulatory environment impacting the Ecosystem Operator’s performance under this Agreement shall absolve the Ecosystem Operator from responsibility in this regard, including but not limited to hacking attacks, possible theft, unfavourable regulatory action, or unclear legal/tax status of cryptographic tokens.
23.1.3.The Parties agree and acknowledge that the Ecosystem Operator does not represent or warrant that any XSalepad Services or XSalepad Platform are secure from a hacker or other malicious attack, which may result in the stealing or the loss of the Participant’s confidential information or any other data.
23.2.Limitations of Liability for Gas, Failed Transactions, Smart Contract Bugs
23.2.1.Participants in minting agree to hold the Ecosystem Operator harmless for any losses incurred as a consequence of minting.. These potential losses include any gas fees for failed transactions, any excessive gas fees charged due to website or smart contract bugs, and any loss of any product due to website or smart contract bugs.
23.3.No Guarantees or Future Promises
23.3.1.While the Ecosystem Operator has released a roadmap outlining future goals and plans for community development, the Ecosystem Operator cannot guarantee to accomplish every item outlined during the pre-launch planning phase as ideas and projects evolve organically. The Participant(s) agree that the Participant’s purchase of a product from the Ecosystem Operator’s launch is all the Participant(s) are guaranteed to receive with the Participant’s initial purchase, whether through primary or secondary channels. Any future benefits are ancillary to this purchase and not to be taken into consideration with the Participant’s initial purchase. The Participant(s) agree that the Participants are not relying on any future commitments by the Ecosystem Operator in using this site and participating in its product launch.
23.4.Release of the Ecosystem Operator
23.4.1.If the Participant(s) have a dispute with one or more Projects of the XSalepad Services, to the extent permitted by law, the Participant(s) release the Ecosystem Operator’s, its affiliates and Service Providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition, to the extent permitted by law, in entering into this release, the Participant expressly waives any protections that would otherwise limit the coverage of this release to include only those claims which the Participant may know or suspect to exist in the Participant’s favour at the time of agreeing to this release.
23.5.US Tax Disclaimer
23.5.1.All parties are solely and entirely responsible for any and all Federal or State tax liabilities which may arise, be imposed, or enforced as a result of minting or reselling tokens.
23.6.Compliance Disclaimer
23.6.1.The Parties shall endeavour to perform their duties in compliance with all applicable laws, regulations, codes, ordinances, and with those of any other authority having jurisdiction over their sales.
23.7.Class Action Waiver, Jurisdiction and Choice of Law
23.7.1.The Participants agree to waive any class-action status, and any legal dispute around the Project which the Participant may choose to bring can only be done on an individual basis.
23.8.Children Disclaimer
23.8.1.The Ecosystem Operator products are not targeted towards children. The Participants agree that the Participants are over the age of 18, or above the legal age of the participant’s jurisdiction, whichever is greater. Any individual under the age of 18 participating in this project should only do so under parental supervision.
23.9.Website Disclaimer
23.9.1.The Participant expressly acknowledges and agrees that the Participant’s access to and use of the Website is at the Participant’s sole risk. As between the Participant, the Project, and the Ecosystem Operator to the maximum extent permitted by applicable law, the website is provided on an “as is” and “as available” and “underdevelopment” basis and the Ecosystem Operator expressly disclaims all representations, warranties, and conditions (express or implied, oral or written), including any implied warranty of merchantability, fitness for a particular purpose and non-infringement.
23.9.2.All content available on the website, including the Ecosystem Operator white-paper, are made available for informational purposes only and should not be contractual or binding in any way for the Ecosystem Operator. The Participant(s) and Project(s) should not rely upon this content in any way.
23.9.3.The Ecosystem Operator does not give any warranty in relation to the website, the software, and content nor with any services, information published or available on the website, should it be its availability, accuracy, or lawfulness. The Ecosystem Operator shall not verify, update or correct such information. The Ecosystem Operator does not warrant that the website will be available at all times and expressly reserves the possibility to discontinue the website without notice. In addition, the Ecosystem Operator does not represent or warrant that.
23.9.4.Although the Ecosystem Operator intends to provide accurate and timely information on the XSalepad Website and Platform, the XSalepad Website and Platform (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide the Parties with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, Participant(s) and Project(s) should verify all information before relying on it, and all decisions based on information contained on the XSalepad Platform are the Parties’ sole responsibility and the Ecosystem Operator shall have no liability for such decisions. Participant(s) and Project(s) especially acknowledge, understand and agree that the Ecosystem Operator does not assume any liability and shall not be liable for any loss or damage arising out of or in connection with any trading decision made based on any information available on the XSalepad Website.
23.9.5.The operation of the Website will be secure, uninterrupted, error-free, or virus-free, or;
23.9.6.Any defects in the Website will be corrected. no oral or written information, guidelines, or advice given by the Ecosystem Operator will create a warranty. The foregoing disclaimer of warranties will apply to the maximum extent permitted by applicable law.
23.9.7.The laws of some states or jurisdictions do not allow the disclaimer of implied warranties, so some or all of the disclaimers in this section may not apply to Participant(s) and Project(s). The Parties agree that the entire risk arising out of their use of the website remains solely with them.
23.9.8.Any warranty, condition, or other term arising out of or in connection with the Website which might otherwise be implied into or incorporated into this by statute, common law, laws applicable in the country where Participant(s) and Project(s) used the Website or otherwise (including without limitation any implied term as to the quality, fitness for purpose, reasonable care and skill) is hereby expressly excluded. If Participant(s) and Project(s) have a dispute with one or more Visitor(s), User(s), and/or Third-part(y/ies), Participant(s) and Project(s) agree to release the Ecosystem Operator (including its affiliates, and each of its respective officers, directors, employees, agents, shareholders, retail partners, licensors, and suppliers) from any claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes.
23.10.Participant(s) and Project(s) waive any and all other warranties of any kind, whether express or implied, including, without limitations, warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from a course of performance, course of dealing or usage in trade.
24.Non Financial Advice
24.1.NON Financial Advice
24.1.1.The Agreement does not constitute a solicitation for investment in any security and shall not be construed in that way. The Agreement 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 or financial instruments.
24.2.Token Disclaimer
24.2.1.it is understood and presumed that, before purchasing SHO Tokens (as defined above), the Participant has fully read, understood, and irrevocably accepted the Agreement if any participant does not agree with this Agreement in general or any part of it, such Participants should entirely withhold from using the Website and/or purchasing the Tokens.
24.2.2.The Agreement contains important provisions, including an arbitration provision that requires all claims to be resolved by way of legally binding arbitration. The terms of the arbitration provision are set forth in section 37.2, hereunder. As with any asset characterized by high volatility, the market price of crypto-assets may fluctuate significantly, and there is a substantial risk of economic losses when trading crypto-assets. by making use of XSalepad services, Participant(s) and Project(s) acknowledge and agree that: (1) participant(s) and project(s) are aware of the risks associated with crypto-assets trading; (2) participant(s) and project(s) shall assume all risks related to the use of XSalepad services and crypto-assets transactions; and (3) the Ecosystem Operators shall not be liable for any such risks or adverse outcomes.
24.2.3.By accessing, using or attempting to use XSalepad services in any capacity, participant(s) and project(s) acknowledge that participant(s) and project(s) accept and agree to be bound by this agreement. if participant(s) and project(s) do not agree, do not access the ecosystem operator or utilize XSalepad services. please note that this agreement has not been approved by any regulator, competent authority or authorised person in general, and specifically not within the meaning of a competent authority according to u.s. or eu law. therefore, relying on this document for the purpose of purchasing sho tokens may expose participant(s) and project(s) to a significant risk of loss of all assets.
24.3.Risk Statement Disclaimer
24.3.1.The Project is a for-profit corporation proceeding to the private sale of SHO Tokens for the purpose of financing its business activity. The Project is not a bank, a security firm, an asset manager, a portfolio manager or an investment advisor. The Project is not a financial institution or a financial service provider.
25.Compliance With Local Laws
25.1.The Project(s) and the Participant(s) shall endeavour to perform their rights and obligations under this Agreement in compliance with all applicable laws, regulations, codes, ordinances, and with those of any other authority having jurisdiction over their sales.
25.2.It is the duty of the Project(s) and the Participant(s) to abide by local laws in relation to the legal usage of XSalepad digital ecosystem in their local jurisdiction as well as other laws and regulations applicable to the Project(s) and the Participant(s). The Project(s) and the Participant(s) must also factor, to the extent of their local laws, all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities.
25.3.the Project(s) and the Participant(s) acknowledge and declare that their funds come from legitimate sources and do not originate from illegal activities; the Project(s) and the Participant(s) agree that the Ecosystem Operator may require them to provide or otherwise collect the necessary information and materials as per relevant laws or government orders to verify the legality of the sources and use of their funds.
25.4The Ecosystem Operator maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate the Parties accounts and funds which are flagged out or investigated by legal mandate
25.5.The Project(s) and the Participant(s) shall be solely responsible:
25.5.1.For any and all tax liabilities associated with payments between each other;
25.5.2.For determining whether the Project is required by applicable laws to issue any particular invoice to the Participants and for issuing any invoices so required.
25.5.3.For determining whether a Project and/or a Participant is required by applicable law to remit to the appropriate authorities any value added tax, sales tax or any other taxes and duties or similar charges, and remitting any such taxes or charges to the appropriate tax authorities, as applicable.
26.Confidentiality
26.1.The Participant(s) and the Project(s) acknowledge that in connection with this Agreement, a party may have access to Proprietary Information (as defined below) pertaining to another party. Each Party agrees that, for five (5) years after the execution of this Agreement, it will not (i) use any Proprietary Information, except for the benefit of the Party to which it belongs, or (ii) disclose to others any Proprietary Information, except to such extent as may be necessary in connection with this Agreement. In addition, the Parties shall keep confidential the existence and content of this Agreement unless and until the Ecosystem Operator publicises the same.
26.2.For purposes of this Agreement, “Proprietary Information” of a Party shall mean all information (whether or not patentable or copyrightable) owned, possessed or used by a Party, including without limitation any trade secrets, know-how, data, processes, formulas, methods, technology, pricing, business plans, software, customers and prospective customers, partners and prospective partners, suppliers, development plans, and sales and marketing information. A Party’s obligations under this Section shall not apply to any information that (a) is or becomes known to the general public under the circumstances involving no breach by the other Party of the terms of this Section, (b) is generally disclosed to third parties by the disclosing Party without restriction on such third parties, or (c) is approved for release by written authorisation of the disclosing Party.
26.3.Participant(s) and Project(s) agree that Confidential Information or private data, which Participant(s) and Project(s) might receive from the Ecosystem Operator or Projects and which is not readily available in the public domain belong to the Ecosystem Operator and/or Projects and Participant(s) and Project(s) undertake not to disclose to any third person at any time any such Confidential Information or private data without the express prior written consent of the Ecosystem Operator and/or XSalepad Clients
26.4.The Parties warrant that they will treat the Confidential Information or private data of the Ecosystem Operator and Parties with the highest standard of care, that they will comply with all applicable data privacy laws in their jurisdictions and that they will not sell or disclose Confidential Information or private data of either the Ecosystem Operator or the Participant(s) and Project(s). When referring to the Ecosystem Operator this Clause shall also apply to its affiliates and service providers, or any of their respective officers, directors, agents, joint venturers, employees or representatives.
27.Privacy Policy
27.1.The Visitor agrees that the Ecosystem Operator may collect, process, and use personal data about you according to the Privacy Policy, which sets out the terms on which we process any personal data we collect from the User, or that the User provides to the Ecosystem Operator.
27.2.By using the Website, the Visitor consents to process its personal data.
27.3.The Visitor warrants that all data provided is accurate, complete and updated.
27.4.The Cookies are widely used in order to make the Website work, or work more efficiently, as well as to provide information to the Ecosystem Operator.
27.5.The Cookies are used to collect information about how Visitors use the Website. The Ecosystem Operator uses the information provided by the Cookies to compile reports and improve the Website.
27.6.The Cookies collect information in an anonymous form, including, but not limited to, the number of Visitors on the Website, where the Visitors have come to the Website from and the pages they visited.
27.7.By using the Website, the Partecipant agrees that the Ecosystem Operator can place the Cookies on its device.
27.8.The Visitor understands that some portions of the Website may not work properly if it refuses Cookies.
28.Third-Party-Materials
28.1.From time to time, the XSalepad Platform may contain references or links to third-party materials (including, without limitation, websites) and third-party applications which are not controlled by us. Such information, links, and third-party applications are provided as a convenience to Participant(s) and Project(s) . Such links should not be considered endorsements and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. Participant(s) and Project(s) acknowledge and agree that the Ecosystem Operator are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the XSalepad Platform, including without limitation content, property, goods or services available on the linked sites or services.
28.2.Third-Party Applications
28.2.1.If, to the extent permitted by the Ecosystem Operator from time to time, the Parties grant express permission to a third party to access or connect to the Parties XSalepad Account, either through the third party’s product or service or through the XSalepad Platform, the Parties acknowledge that granting permission to a third party to take specific actions on their behalf does not relieve the Parties of any of the Parties’ responsibilities under this Agreement. The Participant(s) and Project(s) are fully responsible for all acts or omissions of any third party using their XSalepad Account credentials. Further, the Parties acknowledge and agree that the Parties will not hold the Ecosystem Operator responsible for, and will indemnify the Ecosystem Operator from, any liability arising out of or related to any act or omission of any third party using their XSalepad Account credentials. The Parties may change or remove permissions granted by them to third parties with respect to their XSalepad Account at any time through the Account Settings (Integrations) page on the XSalepad Platform.
29.Reservation Of Rights
29.1.The Ecosystem Operator may block, terminate or suspend the Participants and Projects to use or access the Website, in whole or in part, without notice and at all time, at the sole discretion of the Ecosystem Operator, as well as close or interrupt the Website. The Ecosystem Operator reserves the right to terminate the Participant(s) and the Project(s) right to access and use the Website if Participant(s) and Project(s) violate the Agreement or any other terms, laws, or policies referenced herein, or if the Parties otherwise create risk or possible legal exposure for the Ecosystem Operator.
29.2.The Ecosystem Operator reserves the right to initiate legal proceedings against any person for fraudulent use of the Website and any other unlawful acts or acts or omissions in breach of this Agreement.
29.3.The Ecosystem Operator may, at its sole discretion and without any prior notification, (a) suspend, restrict, or terminate the access to any or all of the XSalepad Services and/or XSalepad Platform, and/or (b) deactivate or cancel the XSalepad Account if:
29.3.1.The Participant(s) and the Project(s) are so required by an enforceable subpoena, court order, or binding order of the court or government authority; or
29.3.2.The Ecosystem Operator reasonably suspect User(s) and Project(s) of using the Parties XSalepad Account in connection with illegal, unauthorised, or improper activity; or
29.3.3.Use of the XSalepad Account is subject to any pending litigation, investigation, or government proceeding and/or the Ecosystem Operator perceive a heightened risk of legal or regulatory non-compliance associated with the Account activity; or
29.3.4.The Ecosystem Operator’s Service partners are unable to support usage; or
29.3.5.The Ecosystem Operator is required to do so in order to comply with KYC/AML laws and regulations; or
29.3.6.The Participant(s) and Project(s) violate the terms of this Agreement (in particular, but not limited to, providing correct and accurate information for KYC/AML purposes or violating any user warranties given under this Agreement); or
29.3.7.The Parties take any action that XSalepad deems as circumventing XSalepads controls, including, but not limited to, opening multiple XSalepad Accounts or abusing promotions that the Ecosystem Operator may offer from time to time.
29.4.Once the Participant and/or the Project(s) Account is suspended/terminated/cancelled, the Parties will have five an allocated timeline, as mentioned on the XSalepad Website, to withdraw all funds from their Account, but only after the payment of all outstanding charges to the Ecosystem Operator (if any). The Ecosystem Operator maintains full custody of the funds and Parties’ data/information, which may be turned over to governmental authorities if so required by an enforceable subpoena, court order, or binding order of the court or government authority.
30.Availability
30.1.The Website and content may not be available in all territories and jurisdictions, and we may restrict or prohibit the use of all or a portion of the Website and content in certain territories and jurisdictions.
30.2.The English language version of the Terms & Conditions shall be the prevailing version in the event of any discrepancy between any translated versions of the Terms & Conditions
31.Data Protection
31.1.The Ecosystem Operator shall manage the personal data of the Users, his shareholders, beneficial owners, advisors and/or employees as per the requirements of the EU REGULATION 2016/679 on data protection, also referred as the General Data Protection Regulation (hereinafter referred to as the “GDPR”).
31.2.Personal Data:
31.2.1.The Ecosystem Operator agrees and consents to gather personal data and other information relating to the User for the purposes of fulfilling the Terms & Conditions, including to comply with laws and legal requirements.
31.3.GDPR Compliance:
31.3.1.The Ecosystem Operator is committed to ensuring the protection of all personal data that the Ecosystem Operator holds and to protect all such data.
31.3.2.The Ecosystem Operator recognises its obligations in updating and expanding this program to meet the developing requirements of GDPR or similar international requirements.
31.3.3.The Ecosystem Operator is dedicated to safeguarding all personal information under its control and in maintaining a system that meets our obligations under the GDPR requirements.
31.3.4.If the Partecipant is a resident of the European Union, it has the right to file a complaint concerning its data protection with the competent supervisory authority.
31.4.Cross-Border Data:
31.4.1.Information that the Ecosystem Operator collects may be stored and processed in and transferred between any of the countries in which the Ecosystem Operator operates or utilizes services to enable the use of the information in accordance with the Terms & Conditions.
31.4.2.The User agrees to such cross-border transfers of personal information.
31.5.The Ecosystem Operator does not keep any personal data related to its KYC/AML procedures following its handover.
31.6.The Ecosystem Operator also does not save/keep any KYC data in its databases at any time.
31.7.The Ecosystem Operator will not share any KYC/AML data with any third parties, except if necessary, its KYC software provider, unless complying with relevant authorities and regulations.
31.8.Protecting the Provider’s privacy is very important to the Ecosystem Operator. Before accessing and using any of the Services, the Provider shall be required to review and consent to the Privacy Policy.
32.Limitations Of Damage And Liability
32.1.In no event shall the Ecosystem Operator, its affiliates and service providers, or any of their respective officers, directors, agents, joint venturers, employees or representatives, be liable for indirect, special, incidental, consequential or other losses of any kind in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on the XSalepad Whitepaper and this Agreement, or with the use of the XSalepad platform and/or the XSalepad services.
32.2.The terms and conditions of this Agreement set out the full extent of the Ecosystem Operator’s obligations and liabilities. To the maximum extent possible by law, the Ecosystem Operator excludes all and any warranty, guaranty, and responsibility in relation to or subsequent to the Website, its content and its services.
32.3.The foregoing limitation of liability will apply to the maximum extent permitted by applicable law. The laws of some states or jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations set forth above may not apply to Participant(s) and Project(s).
32.4.The Ecosystem Operator will not be held liable for any loss of crypto-assets and/or other damage incurred by the Parties as a result of the transfer of crypto-assets to wallets or loss of key or attack on wallets.
32.5.Without limiting the foregoing, Participant(s) and Project(s) hereby understand and agree that the Ecosystem Operator will not be liable for any losses or damages arising out of or relating to:
32.5.1.Any inaccuracy, defect, or mission of digital assets and price data;
32.5.2.Any error or delay in the transmission of such data;
32.5.3.Interruption in any such data;
32.5.4.Regular or unscheduled maintenance carried out by the Project and service interruption and change resulting from such maintenance;
32.5.5.Any damages incurred by other users’ action, omission, or violation of this Agreement;
32.5.6.Any damage caused by illegal actions of other third parties or actions without authorisation by the Project; and
32.5.7.Other exemptions mentioned in disclaimers and platform rules issued by finance.
32.6.To the maximum extent permitted by applicable law, in no event will the Ecosystem Operator, its affiliates and their respective shareholders, members, directors, officers, employees, attorney, agents, representatives, suppliers, or contractors be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever, even if the Project has been advised of the possibility of such damages except to the extent of a final judicial determination that such damages were a result of Project’s gross negligence, fraud, willful misconduct or intentional violation of law.
32.7.Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to Participant(s) and Project(s).
33.Force Majeure
33.1.The Ecosystem Operator shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from:
33.1.1.Any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond the Ecosystem Operator’s reasonable control and shall not affect the validity and enforceability of any remaining provisions.
33.1.2.These include pandemic-related events and lockdown restrictions, defined here as force majeure.
33.1.3.A cyber security breach in the XSalepad digital ecosystem shall be considered a force majeure event.
34.Indemnification
34.1.The Visitor(s) and the Project(s) agree to indemnify and hold the Ecosystem Operator and its subsidiaries and/or affiliates and each of their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to:
34.1.1.Breach of the Agreement
34.1.2.Use of, or inability to use, the Website;
34.1.3.Violation of the Agreement or any other applicable terms, policies, warnings, warranties, or instructions provided by the Ecosystem Operator or a Third-party in relation to the Website;
34.1.4.Use of XSalepad Services; and
34.1.5.Violation of any applicable law or any rights of any Third-party.
35.Links
35.1.The Website may contain links that direct the Parties to third-party websites. The Ecosystem Operator rejects any liability on said Third-party websites, which are solely provided in the Participant, Projects, Visitors and Users interest.
35.2.The Ecosystem Operator has no influence on the content of third-party websites. The Ecosystem Operator, therefore, cannot assume any guarantee for the accuracy, completeness, or safety of this Third-party content.
36.Notice Of Claim And Dispute Resolution Period
36.1.Please contact the Ecosystem Operator first! The Ecosystem Operator wants to address the Participant’s concerns without resorting to formal legal proceedings, if possible. If the Participant has a dispute with the Ecosystem Operator, then the Participant should contact the Ecosystem Operator, and a ticket number will be assigned. The Ecosystem Operator will attempt to resolve the Participant’s dispute internally as soon as possible.
36.2.The Parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).
36.3.In the event, the dispute cannot be resolved satisfactorily, and the Participant wishes to assert a legal claim against the Ecosystem Operator, then the Parties agree to set forth the basis of such claim in writing in a “Notice of Claim,” as a form of prior notice to Ecosystem Operator. The Notice of Claim must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought, (3) provide the original ticket number, and (4) include an email. The Notice of Claim should be submitted to an email address or hyperlink provided in the Participant’s correspondence with the Ecosystem Operator. After the Participant has provided the Notice of Claim to the Ecosystem Operator, the dispute referenced in the Notice of Claim may be submitted by either the Ecosystem Operator or the Participant to arbitration in accordance with the paragraph below.
37.Governing Law And Dispute Resolution
37.1.The laws of Bermuda (with the exclusion of any rules that might lead to the use of any other law which is not the law of Bermuda) shall govern the validity and construction of the Agreement, any separate contract whereby the Ecosystem Operator provides the Participant(s) and/or the Project(s) with any services, and any dispute arising out of or in relation to the Agreement or such separate contracts.
37.2.Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules (hereinafter referred to as the “Rules”), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one (1). The language to be used in the arbitral proceedings shall be English. The seat, or legal place, of arbitration shall be London. The arbitration procedure may be conducted partially or entirely online.
37.3.The Parties agree that any dispute is personal to the Participant and the Project and that any dispute shall only be resolved by individual litigation and shall not be brought as a class action or any other representative proceeding. The Parties agree that a dispute cannot be brought as a class or representative action or on behalf of any other person or persons.
37.4.In case of dispute, the Parties shall maintain the confidentiality of any proceedings, including but not limited to any and all information gathered, prepared, and presented for purposes of the litigation or related to the dispute(s) therein.
38.Entire Agreement and Severability
38.1.The Terms & Conditions, the Privacy Policy, the Cookies Policy and the Disclaimer are subject to any amendments or modifications made by the Ecosystem Operator from time to time and shall constitute the entire agreement between you and the Ecosystem Operator with respect to the use of the Website (hereinafter referred to as the “Entire Agreement”).
38.2.If any provision of the Terms & Conditions or, in general, of the Entire Agreement, is found to be invalid by a court or another competent jurisdiction, that provision only will be limited to the minimum extent necessary, and the remaining provisions will remain in full force and effect
39.Contact
39.1.If the Parties have any feedback, question, or complaint, contact the Ecosystem Operator via email at info@xsalepad.finance;
39.2.When the Participant(s) and the Project(s) contact the Ecosystem Operator, please provide the Ecosystem Operator with their name, address, and any other information the Ecosystem Operator may need to identify them, its XSalepad Account, and the issue on which the Party has feedback, questions, or complaints.
39.3.If the Parties have any questions concerning the processing of their data, they may address their correspondence to the XSalepad Data Protection Officer at: data@xsalepad.finance;
39.4.If the Parties are currently receiving marketing information that they would prefer not to receive in the future, please email the Ecosystem Operator at: help@xsalepad.finance.
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