LXT Token
INITIAL TOKEN OFFERING
Terms and Conditions
June 8th, 2018
This document and information contained herein may not be sent and or addressed wholly or in part, directly or indirectly, to any person in the United States or People’s Republic of China, or any other jurisdiction in which it would be impermissible or restricted to offer, distribute, purchase, sell or retain cryptographic tokens.
This document or any other materials provided by Lexit Pte. Ltd. or relating to the Lexit Project do not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. Neither this document nor any other materials have been (or will be) registered as a prospectus with any governmental authorities.
Do not participate in the Initial Token Offering if you are not an expert in dealing with cryptographic tokens and blockchain-based software systems as well as contribution to smart contract systems. Contributions should be undertaken only by individuals, entities, or companiesthat have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, like Bitcoin, Ether, and blockchain based software systems as well as contribution to smart contract systems. Contributors should have functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. If you do not have such experience or expertise, then you should not participate in the Initial Token Offering.
Users must be made aware of certain risk factors, as set out in Section 5 (Risk Factors).
Prior to contributing, you should carefully consider these Terms and all other materials available concerning the Lexit Project and LXT and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional.
The following Terms and Conditions govern the creation and allocation of Lexit cryptographic tokens (Lexit) by one or several smart contract software codes (jointly, the Smart Contract System) created by Lexit Pte. Ltd. (Lexit) and operating on the Ethereum blockchain as well as the contribution by third party individuals and entities (each, a User) to such Smart Contract System in the public Initial Token Offering (Initial Token Offering).
1. Initial Token Offering Principles
A) Lexit will create a platform facilitating M&A and IP transactions as further described in the Lexit Project Whitepaper (Lexit Project, the Whitepaper). By transferring funds (Funds) in Ether (ETH) to the Smart Contract System pursuant to these Terms in order to contribute to the development of the Lexit Project (Contribution), the User understands and accepts that his/her/its Contribution will be utilized to enable further development of the Lexit Project (as determined in Lexit’s sole discretion). Lexit shall also arrange a public pre-sale against a guaranteed allocation of LXT (the Pre-sale) where Users are able to contribute Funds. These Terms and Conditions shall apply to such Pre-sale offerings, but may, at Lexit’s discretion, be amended accordingly.
B) Further information on the Lexit Project can be found in the Whitepaper and the Initial Token Offering documentation available on the Lexit Project website (https://www.lexit.co). The information contained in the Whitepaper, the Initial Token Offering documentation and on the Lexit Project website are of a descriptive nature only, are not binding and do not form part of the Terms as set forth under paragraph e) below.
C) Before being able to receive LXT tokens, each User must register and undergo an identification (KYC) and anti-money laundering (AML) process. The registration instructions and schedule are available on the Lexit Project website. After registration is complete and approved, Lexit will transfer the appropriate amount of LXT tokens to the User’s address in the Smart Contract System. Any user who fails the aforementioned process will be refunded the amount of Contribution. The terms governing the funding process are set out in more detail in Section 2.2.
D) The User understands and accepts that Lexit may in its sole discretion determine to accept contributions from private entities and individuals of strategic value for the Lexit Project, and that such contributions may be accepted at terms that differ from these Terms.
E) The User understands and accepts that while the individuals and entities, including Lexit, assigned to this task will make reasonable efforts to develop and complete the Lexit Project, it is possible that such development may fail and User’s LXT become useless and/or valueless due to technical, commercial, regulatory or any other reasons (see also section 5 regarding Risks).
F) Depending on the popularity of the Initial Token Offering, it cannot be guaranteed that the User’s ETH shall be included in the Initial Token Offering or that the User will receive LXT. Any ETH transferred that do not entitle the User to LXT will be automatically directed back to the sending address.
G) The User understands and accepts the risk that even if all or parts of the Lexit Project are successfully developed and released in full or in parts, the Lexit Project could be fully or partially abandoned, remain commercially unsuccessful or be shut down for lack of interest, regulatory or other reasons. The User therefore understands and accepts that the Contribution of ETH, the creation of LXT by the Smart Contract System and the Smart Contract System allocation of LXT carry significant financial, regulatory and/or reputational risks (including the complete loss of value of LXT (if any), and attributed features of the Lexit Project).
H) The User furthermore understands and accepts that the final allocation of the LXT as well as the assignment of the execution of the Lexit Project are smart contract based. Consequently, the Smart Contract System contains code which sets forth further terms and conditions applicable to the distribution and operation of the LXT and the Lexit Platform (as defined in paragraph l) (such code, the Smart Contract System Code). The direct address(es) of the Smart Contract System on the Ethereum blockchain is provided on the Lexit Project website. To the extent the terms contained herein or in any other document or communication contradict the ones set forth in the Smart Contract System, the terms of the Smart Contract System shall prevail. The access to the Lexit Platform and the functionality of the LXT is defined by the Smart Contract System only. Furthermore, neither this document nor any other document or communication may modify or add any additional obligations to Lexit or publisher of these terms or developer of the Smart Contract System and/or any other person, Lexit and/or affiliates involved with the deployment of the Smart Contract System and the setting up of the Lexit Project beyond those set forth in the Smart Contract System.
I) By making the Contribution, the User expressly agrees to all of the terms and conditions, which will be set forth in Smart Contract System Code and in this document (together the Terms). The terms and conditions set forth in the Smart Contract System Code are incorporated by reference herein. The User further confirms to have carefully reviewed the Terms in full, and the User further undertakes to review the Smart Contract System Code and its functions once released, and to fully understand the risks and costs associated with the allocation and holding of LXT and contributing into a Smart Contract System.
J) This document or any other materials provided by Lexit or relating to the Lexit Project do not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. Neither this document nor any other materials have been (or will be) registered as a prospectus with any governmental authorities.
K) Transfer of ETH, allocation, distribution or receipt of Lexit, or any other act undertaken between the parties in connection with the Pre-sale or the Initial Token Offering shall not form a partnership, joint venture or any similar relationship between the User and Lexit and/or other individuals or entities involved with the deployment of the Smart Contract System and the setting up of the Lexit Project.
L) The User acknowledges and understands that Lexit may at its discretion at any time change the name of the Lexit token and/or its symbol. Lexit shall use all reasonable efforts to ensure that such change of name and/or symbol will not adversely affect the rights of the Users or the LXT held by the Users.
2. Lexit Creation
2.1 Usage Token; No Ownership, Revenue or Governance Rights
A) Usage Token: Ownership of LXT carries no rights express or implied other than a limited right to use LXT as a means to enable usage of and interaction with and within the Lexit Platform (Lexit Platform), if and to the extent the Lexit Project has been successfully completed and launched.
B) No Ownership, Revenue or Governance Rights: In particular, User understands and accepts that LXT do not represent or constitute any ownership right or stake, share or security or equivalent rights nor any right to receive future revenues, shares or any other form of participation or governance right in or relating to the Lexit Project and/or Lexit. The LXT does not create or confer any enforceable contractual or other obligations against any third party (including Lexit, Lexit Team Members or other developers, auditors, contractors or founders associated with the Lexit, the Lexit Project and/or Lexit).
2.2 Contribution
A) User Registration: Each User who intends to participate in the Initial Token Offering must complete a registration process before being able to participate. The registration process details will be set out on the Lexit Project website. Upon completion of the registration and approval thereof, the User’s Ethereum address will be whitelisted in the Smart Contract System. The User acknowledges and understands that the registration process is laborious and it may take time to process the User’s registration.
B) Maximum Contribution Amount: The aggregate maximum Contribution amount for the entire allocation of LXT (including the Pre-sale and the Initial Token Offering, as well as contributions from private entities and individuals of strategic value for the Lexit Project) will be defined as a hard cap and amounts to ETH 30,000(thirty thousand Ether Tokens and excluding fees arising from or related to the contribution process). Lexit may, at its discretion, determine that the Maximum Contribution Amount is reached when the aggregate amount of Funds transferred to the Smart Contract System is close to the Maximum Contribution Amount, even though the actual amount of Contributions accepted by the Smart Contract System would be less than the Maximum Contribution Amount (e.g. if the aggregate amount of Contributions does not sum up to exactly the Maximum Contribution Amount).
C) Maximum Lexit Token Supply: The maximum Lexit token supply is 160,000,000 LXT. On offer (for Pool A, as set out in paragraph f) will be 80,000,000LXT which is 50% of the Total LXT supply.
D) Contribution Period: The Initial Token Offering period (Initial Token Offering Period) starts on the date and time set to be announced on the Lexit Project website and continues for a period of 103 days or the moment when the Maximum Contribution Amount has been reached, whichever occurs earlier.
The Initial Token Offering Period shall be divided into five tiers. When all of the LXT tokens allocated for a particular tier have been completely distributed, the following tier will be immediately activated until all remaining LXT tokens in Pool A are completely distributed. Contributing to the Initial Token Offering at any particular tier will entitle the User to a bonus amount of LXT Tokens allocated for that tier. The tiers are as follows:
LXT Base price:1 ETH = 1200 LXT
Tier 1:75% Bonus 1 ETH = 2,100 LXT
Tier 2:60% Bonus1 ETH = 1,920 LXT
Tier 3:40% Bonus1 ETH = 1,680 LXT
Tier 4:25% Bonus1 ETH = 1,500 LXT
Tier 5:10% Bonus1 ETH = 1,320 LXT
E) Contribution: The contributions shall only be done in ETH (Ether Token).
F) Token Pools: The allocation of LXT will be determined as set out below. The Users Contributing in the Pre-sale or Initial Token Offering will be distributed LXT from Pool A. The aggregate amount of LXT that will be distributed from Pool A at the end of the Initial Token Offering Period will depend on how much Funds are Contributed.
(1) Pool A consists of 80,000,000LXT (i.e.50% of the Total LXT Supply). Pool A is intended to be created by the Smart Contract System at the end of the Initial Token Offering Period and ultimately distributed (directly or via third parties) to Users that have made Contributions in the Pre-saleand in theInitial Token Offering Period.
(2) Pool B consists of 16,800,000LXT (i.e. 10,5%of the Total LXT Supply). Pool B is intended to be created by the Smart Contract System at the end of the Initial Token Offering Period and ultimately distributed (directly or via third parties) to Lexit Advisors, Community Bounties and Partners. The effective distribution will be fully at the discretion of Lexit.
(3) Pool C consists of 16,000,000LXT (i.e. 10% ofthe Total LXT Supply)Pool C will be allocated and distributed at the discretion of Lexit, such as allocation and distribution to persons who participated as managers, founders or team members, or worked to develop the ideas, implementations and supporting structures of the Lexit Project (Lexit Team Members) and Lexit company shareholders.
(4) Pool D consists of 47,200,000LXT (i.e. at least 29,5% of the Total LXT Supply). Pool D shall be further disposed of at Lexit’s discretion for purposes of the long-term benefit of the Lexit Project as a company reserve.
G) Contribution Process: Upon commencement of the Initial Token Offering Period, the registered, approved and whitelisted Users may transfer their ETH to the Smart Contract System at the address provided on the Lexit Project Website. The User cannot Contribute more than his/her/its whitelisted amount. If the User sends a transaction that exceeds the limit, the transaction will fail and the ETH amount that exceeds the limit in that transaction shall be returned. The tokens in the Initial Token Offering will be allocated among the Contributing Users on a first come, first served basis.
H) Distribution of LXT to Users: Upon receipt and acceptance of a User’s Contribution, the Smart Contract System will allocate a corresponding amount of LXT to the User’s Ethereum address. The LXT will be nontransferable until they are released as set out in paragraph l).
I) Undistributed tokens: Any LXT in Pool A that have been created but for which no Contribution has ultimately been received shall be allocated to Lexit and shall be further disposed of at Lexit’s discretion for purposes of the long-term benefit of the Lexit Project.
J) No Refund: The User understands and accepts that all Contributions are final and may not be reversed. Contributions that entitle a User to LXT are non-refundable. Any Contributions that do not entitle the User to LXT (e.g. due to the amount of Contributions exceeding the Maximum Contribution Amount) will be automatically sent back to the sending address. By contributing to the Lexit Project, the User acknowledges that he/she/it has no right to request a refund for any reason, and that the User will not receive money or other compensation for any Lexit that is not used or remains unused. Lexit shall not be liable for any losses caused by the User attempting to Contribute from an exchange, smart contract or other non- standard single access address.
K) Ensure the use of the original Smart Contract System: Only the Smart Contract System(s) will allocate LXT. To the extent that any third-party website, service or smart-contract offers LXT during the Initial Token Offering Period or facilitates the allocation or transfer of LXT in any way during the Initial Token Offering Period, such third-party websites or services are, unless explicitly mentioned in these Terms, not authorized by Lexit and have no relationship in any way with Lexit.
L) Transferability of LXT: The Users will not be able to transfer LXT until the LXT have been released. The Lexit transferability will be released at Lexit’s discretion when the Initial Token Offering Period is over and all LXT (including the LXT from the Pre-sale) have been allocated and distributed; the process is currently expected to take a few weeks after the conclusion of the Initial Token Offering Period. The LXT in Pool B shall become transferable at such time as determined by Lexit in its full discretion.
2.3 Pre-Allocation of Lexit
A) The User understands and accepts that at least 50%of the Total Lexit Supply will not be allocated to participants of the contribution event but as set forth below:
(1) Pool B consists of 16,800,000 LXT (i.e. 10,5% of the Total LXT Supply).Pool B is intended to be created by the Smart Contract System at the end of the Initial Token Offering Period and ultimately distributed (directly or via third parties) to Lexit Advisors, Community Bounties and Partners. The effective distribution will be fully at the discretion of Lexit.
(2) Pool C consists of 16,000,000 LXT (i.e. 10% of the Total LXT Supply)Pool C will be allocated and distributed at the discretionof Lexit, such as allocation and distribution to persons who participated as managers, founders or team members, or worked to develop the ideas, implementations and supporting structures of the Lexit Project (Lexit Team Members) and Lexit company shareholders.
(3) Pool D consists of 47,200,000 LXT (i.e. at least 29,5% of the Total LXT Supply). Pool D shall be further disposed of at Lexit’s discretion for purposes of the long-term benefit of the Lexit Project as a company reserve.
2.4 Lexit Functionality
A) The Lexit LXT tokenis only for use in connection with the Lexit Project under the terms of the Smart Contract System and only constitutes a transferable representation of attributed functions specified in the Smart Contract System.
B) The Lexit LXT token is a usage token which enables users to participate on the Lexit Platform. In practice, the Lexit LXT tokenmay act as a usage token in the Lexit network and a settlement token on the Lexit marketplace.
C) Ownership of theLexit LXT token carries no rights express or implied other than the right to use the Lexit LXT tokenas a means to enable usage of and interaction with and within the Lexit Platform, if successfully completed and deployed (see section 3). Beyond this, ownership of the Lexit LXT tokencarries no rights express or implied. In particular, the User understands and accepts that as a holder of LXT, he/she/it has no right to claim any ownership right or stake, intellectual property rights, equity or equivalent rights or any other form of participation in or relating to the Lexit Project and/or Lexit. Through the allocation of LXT to a User, the User receives no right to receive any revenues generated by the intellectual property rights developed as part of the Lexit Project or any other assets. The User understands and agrees that the sole and exclusive usage rights of theseintellectual property rights are retained by Lexit and/or its affiliates.
2.5 Representations and Warranties of User
A) By making the Contribution, the User represents and warrants that:
(1) the User is not a citizen or resident of a country, whose legislation conflicts with obtaining or distributing cryptographic tokens such as Lexit, the contemplated allocation of LXT and/or the Lexit Project in general;
(2) the User is not a citizen or resident of the United States,the People’s Republic of China; Singapore, United States, Afghanistan, Central African Republic, Democratic Republic of the Congo, Eritrea, Guinea-Bissau, Iran, Iraq, Lebanon, Libya, Mali, North Korea, Somalia, South Sudan, Sudan, Syria or Yemen.
(3) the User is not a resident or citizen of, or located in a geographic area that is subject to UN, US, EU, or any other sovereign country sanctions or embargoes;
(4) any Funds used for the Contribution are: (a) good, clean, clear and are of non-criminal origin; (b) completely free and clear of any liens or encumbrances of any kind or any rights of third-party interests; and (c) have no origins that may be connected to any breach of money laundering regulations whatsoever, as defined in the jurisdiction of origin, or internationally;
(5) the User is not listed or associated with any person or entity listed on any of the US Department of Commerces’Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List, the EU Consolidated List of Persons, or Groups and Entities Subject to EU Financial Sanctions;
(6) the User has a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like bitcoin (BTC) and Ether (ETH), and blockchain-based software systems;
(7) the User understands and accepts that there is no warranty or assurance that the network of miners will allocate the LXT to the Users as proposed by these Terms;
(8) the User has carefully reviewed the Smart Contract System Code located on the Ethereum blockchain at the addresses set forth on the Lexit Project website and fully understands and accepts the functions implemented therein;
(9) the User is legally permitted to make the Contribution in order to create and obtain LXT in the User’s jurisdiction;
(10) the User uses cryptographic wallet software or a wallet service provider that technically supports the Lexit and ERC20 standard. The User understands and accepts, that failure to assure this may have the result that User will not gain access to his LXT;
(11) the User is legally permitted to receive software and transfer Funds for the purpose of contributing to the development of the Lexit Project;
(12) the User is of a sufficient age to legally allocate and obtain LXT;
(13) the User will take sole responsibility for any restrictions and risks associated with receiving, holding, transferring or using LXT;
(14) the User is not Contributing the Funds to obtain LXT for the purpose of speculative investment;
(15) the User is not obtaining or using LXT for any illegal purposes;
(16) the User is purchasing the functionality of the LXT primarily to support the development, testing, deployment and operation of the Lexit Project, being aware of the commercial risks associated with the Lexit Project;
(17) the User waives the right to participate in a class action lawsuit or a class-wide arbitration against any entity or individual involved with the creation of LXT or otherwise involved with the Lexit Project;
(18) the User understands that participation in the Initial Token Offering does not involve the purchase of shares, securities exchangeable into shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;
(19) the User understands that the Contribution of Funds, the allocation and distribution of LXT and the development of the Lexit Project carries significant financial, regulatory and reputational risks as further set forth in section 5;
(20) the User understands and expressly accepts that there is no warranty whatsoever on the LXT, the Smart Contract System and/or the success of the Lexit Project, expressed or implied, to the extent permitted by law, and that the Smart Contract System is used and LXT are allocated and distributed to and obtained by the User at the sole risk of the User on an “as is” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose;
(21) the User understands that the User has no right against any other party to request any refund of the Funds Contributed for the allocation and distribution of the LXT under any circumstance;
(22) the User understands that with regard to Lexit, no market liquidity (including the existence of a marketplace where LXT can be transferred) may be guaranteed and the value of Lexit may over time experience extreme volatility or depreciate in full;
(23) the User understands that the User bears the sole responsibility to determine if the User’s transfer of Funds, the creation, allocation, ownership or use of Lexit, the potential appreciation or depreciation in the value of Lexit over time and/or any other action or transaction related to the Lexit Project have tax implications for him/her/it; by receiving, holding, transferring or using Lexit, and to the extent permitted by law, the User agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the distribution, allocation, ownership or use of LXT or any other action or transaction related to the Lexit Project.
B) As part of the Lexit allocation process, the User will use his/her/its own account (address) on the Ethereum network, with a private key associated to this address and password. The password is used to protect the access to the use of the User’s private key. Following the creation of LXT in Pool A by the Smart Contract System, for User’s participating in the Initial Token Offering, the LXT will be transferred to the address from which the Contribution was made. In order to receive the LXT, the User shall ensure that he supplies his own Ethereum address and not, e.g., the address of a currency exchange like Poloniex, Coinbase, Bitfinex etc. The User understands that the User must keep his password and private key safe and that the User may not share them with anybody. The User further understands that if his/her/its private key, password and/or back-up seed is lost or stolen, the User may not be able to generate a new password or recover his/her/its private key, and if the User also loses his private keys and password, the LXT associated with the User's account (address) will be unrecoverable and will be permanently lost. Furthermore, the User understands that there may be no recovery mechanism for lost keys, passwords and/or back-up seeds, so no one may be able to provide the User with access to any LXTon accounts whose private key, password and/or back-up seed has been lost.
3. Lexit Project Execution
A) The User understands and accepts that the development and execution of the Lexit Project will be performed by Lexit. For these purposes, Lexit shall be entitled to the full amount of Contributed Funds (less costs) and to the Pool B of LXT (as set out in paragraph 2.2i). These amounts cover expenses, charges and other costs that may arise by Lexit as part of the development and execution of the Lexit Project. Lexit has the right to engage subcontractors to perform the entire or partial development and execution of the Lexit Project. The scope of the development work will be triggered by the aggregate amount of Contributions received, as indicatively laid out in the Whitepaper; provided, however, that Lexit shall have full discretion to determine the scope of development work. It remains at Lexit’s sole discretion to decide how to allocate the funds in order to develop and execute the Lexit Project.
B) The User understands and accepts that the User may not have any expectation of influence over governance on the Lexit Project.
C) The User understands and accepts that the Lexit Project will need to go through substantial development work which may result in significant conceptual, technical and commercial changes before release. The User understands and accepts that as part of the development, an upgrade of the Lexit token may be required (a so-called hard-fork of the Lexit token) and that, if the User decides not to participate in such upgrade, he/she/it may no longer use his LXT and that any non-upgraded LXT may lose their functionality in full.
4. Audit of the Smart Contract System
A) The Smart Contract System has been, on a reasonable effort basis, audited and approved by a technical expert. The technical expert has confirmed that the Smart Contract System has, with regard to both accuracy and security, been programmed according to the current state of the art.
B) However, the User understands and accepts that smart contract technology is still in an early development stage and its application of experimental nature which carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, while the audit conducted raises the level of security and accuracy, the User understands and accepts that the audit does not amount to any form of warranty, including direct or indirect warranties that the Smart Contract System and/or the LXT are fit for a particular purpose or do not contain any weaknesses, vulnerabilities or bugs which could cause, inter alia, the complete loss of Funds and/or Lexit.
5. Risks
A) The User understands and accepts the risks associated with Contributing Funds to the Smart Contract System and the creation and distribution of LXT as exemplary set forth above and hereinafter. In particular, the User understands and accepts the non-exhaustive list of inherent risks:
(1) Risk of software weaknesses: The underlying software application and software platform (i.e. the Ethereum blockchain) are still in an early development stage and unproven, and there are no warranties or covenants that the process for creating or distributing LXT will be uninterrupted or error-free and why there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of Funds and/or LXT.
(2) Risk of cryptographic weaknesses: The blockchain and all software dependent thereon, such as the Lexit Project and Lexit are based on the effectiveness and reliability of cryptographic solutions. However, cryptography is evolving and cannot guarantee absolute security at all times. Advances in cryptography, such as code cracking, or technical advances such as, but not limited to, the development of quantum computers, could present risks to all cryptography-based systems including the Lexit Project and Lexit. This could result in the theft, loss, disappearance, destruction or devaluation of the LXT held by the User.
(3) Regulatory risk: The 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 Smart Contract System and which may, inter alia, result in substantial modifications of the Smart Contract System and/or the Lexit Project, including its termination and the loss or devaluation of LXT held by the User.
(4) Risk of insufficient information: The Lexit Project is at a very early developmental stage and its philosophy, consensus mechanism, algorithm, code and other technical specifications and parameters could be updated and changed frequently and constantly. While the Whitepaper contains the up-to-date key information related to the Lexit Project at the date of the Whitepaper, it is not complete or final and is subject to adjustments and updates that Lexit may make from time to time. Lexit is not in a position, nor obliged, to keep the Users closely posted on every detail of the Lexit Project’s development (including its progress and expected milestones, whether re- scheduled or not) and therefore will not necessarily provide the Users with timely or full access to all the information relating to the Lexit Project that may emerge from time to time.
(5) Risk of abandonment / lack of success: The creation and distribution of the LXT and the development of the Lexit Project 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 competing projects). The Lexit is not expected to be popular, prevalent or widely used soon after its launch. The Lexit and the Lexit Project may remain marginalized in the long run, appealing to only a minimal portion of users (if any). There is thus no assurance that, even if the Lexit Project is partially or fully developed and launched, the User will receive any benefits through the Lexit held by him/her/it.
(6) Risks related to unverified source code: The source code of the Lexit Platform may be licensed under open-source license terms and any party related or unrelated to the Lexit Project can propose updates, amendments, alterations or modifications to the source code. Lexit may not be able to verify or guarantee the precise results of such updates, amendments, alterations or modifications and as a result, any update, amendment, alteration or modification could lead to an unexpected or unintended outcome that adversely affects the Lexit Project or the LXTvalue.
(7) Risks related to competition: The source code of the Lexit Platform may be licensed under open-source license terms. As a result, anyone can legally copy, replicate, reproduce, engineer, modify, improve or otherwise utilise the source code and/or underlying source code of the Lexit Platform in an attempt to develop a competing protocol, software, system or virtual platform or virtual machine, which is out of Lexit’s control and may consequently compete with or even overshadow or overtake the Lexit Project, which may adversely affect the Lexit Project or the Lexit value.
(8) Risk of withdrawing partners: The feasibility of the Lexit Project depends strongly on the collaboration of banks and other crucial partners of Lexit. There is therefore no assurance that the Lexit Project as a whole or parts thereof will be successfully executed as set out in these Terms or otherwise.
(9) Risk associated with other applications: The Lexit Project may give rise to other, alternative projects, promoted by unaffiliated third parties, under which LXT will have no intrinsic value.
(10) Risk of loss of private key: LXT can only be accessed by using an Ethereum wallet with a combination of the User’s account information (address), private key, password and any other protection used by the User. If the User’s private key file, password or the back-up seed is lost or stolen, the LXT associated with the User's account (address) or password may be unrecoverable and permanently lost.
(11) Third party risk: Lexit may engage third parties to manage and operate the Pre-sale and Initial Token Offering processes. Lexit has no visibility into, or possibility to control, the software or mechanisms used by such third parties, and cannot verify or guarantee the proper functionality of the third parties’ software or operations.
(12) Risk of theft: The Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain), or other assets of the Lexit Project, may be exposed to attacks by hackers or other individuals that could result in theft or loss of LXT or Funds, which may lead to a loss or devaluation of Funds and/or LXT and the ability to develop the Lexit Project.
(13) Risk of Ethereum mining and other malicious attacks: As with other cryptocurrencies, the blockchain used for the Smart Contract System is susceptible to mining and other malicious attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the Smart Contract System, expected proper execution and sequencing of Lexit transactions, and expected proper execution and sequencing of contract computations.
(14) Risk of changes in Smart Contract System: The network of miners (or, in the future, potentially a network of staking nodes) will be ultimately in control of the Smart Contract System. A majority of these miners could agree at any point to make changes to the Smart Contract System and to run the new version of the Smart Contract System, which could lead to reduced functionality of the Lexit Platform and/or devaluation of LXT.
(15) Risk of incompatible Wallet service: The cryptographic wallet software or wallet service provider of the User must be technically compatible with the Lexit. The failure to assure this may lead to the User being unable to gain access to his LXT.
6. Taxation
A) The User bears the sole responsibility to determine if the Contribution to the Smart Contract System; the creation, allocation, ownership and use of LXT or the purchase and thereof after allocation and distribution; the potential appreciation or depreciation in the value of LXT over time; and/or any other action or transaction related to the Lexit Project have tax implications for him/her/it.
B) By receiving, holding, transferring or using LXT, to the extent permitted by law, the User agrees not to hold any third party (including Lexit Team Members as well as other developers, auditors, contractors or founders associated with the Lexit, the Smart Contract System, the Lexit Project or Lexit) liable for any tax liability associated with or arising from the creation, allocation, distribution, ownership or use of LXT or any other action or transaction related to the Lexit Project.
7. No Liability
A) The User acknowledges and agrees that, to the fullest extent permitted by any applicable law, the User will not hold any Lexit Team Members or other developers, auditors, contractors or founders associated with the Lexit, the Smart Contract System, the Lexit Project and/or Lexit liable for any and all damages or injury whatsoever caused by or related to the use of, or the inability to use, Lexit, the Smart Contract System and/or the Lexit Platform under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence). The User further acknowledges and agrees that the Lexit Team Members or other developers, auditors, contractors or founders associated with the Lexit, the Smart Contract System, the Lexit Project and/or Lexit shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or the inability to use the Lexit, the Smart Contract System and/or the Lexit Platform.
B) The User further specifically acknowledges that Lexit Team Members or other developers, auditors, contractors or founders associated with the Lexit, the Smart Contract System, the Lexit Project and/or Lexit are not liable, and the User agrees not to seek to hold them liable, for the conduct of third parties and that the risk of receiving, holding, transferring and using LXT rests entirely with the User.
C) By receiving, holding, transferring or using LXT, and to the extent permitted by law, the User agrees not to hold any third party (including Lexit Team Members and other developers, auditors, contractors or founders associated with the Lexit, the Smart Contract System, the Lexit Project and/or Lexit) liable for any regulatory implications or liability associated with or arising from the creation, allocation, distribution, ownership or use of LXT or any other action or transaction related to the Lexit Project.
8. Miscellaneous
A) The Smart Contract System is located in Singapore. Consequently, the LXT creation and allocation and the assignment of the development and execution of the Lexit Project to Lexit are considered to be executed in Singapore.
B) The User agrees that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
C) The Terms govern the creation, allocation, distribution, ownership and use of LXT and supersede any public statements and other documentation about the launch of Lexit and/or the Smart Contract System made by anyone in the past, present and future.
D) The applicable law is the law of Singapore. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.