Last Revised: 7 August 2018
This document or any other materials provided by CryptovationX LLC or relating to the sale or offering of CXA tokens 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
This document and any other materials provided by CryptovationX Ltd or relating to the CryptovationX Platform do not constitute a prospectus of any sort, are not a solicitation for investment and do 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 Private Token Sale if you are not an expert in dealing with cryptographic tokens and blockchain-based software systems. Contributions should be undertaken only by individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, like Bitcoin, Ether, and blockchain based software 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 Private Token Sale.
Contributors 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 Conditions (Terms) and all other materials available concerning the CryptovationX Platform and CXA and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional.
The following Terms and Conditions govern the creation and distribution of cryptographically secured digital tokens (CXA) operating on the Ethereum blockchain and issued by CryptovationX LLC (CryptovationX) for use in connection with the CryptovationX Platform as well as the sale of CXA to third party individuals and entities (each, a Contributor) in the private sale event (Private Token Sale):
1. Private Token Sale Principles
1.1 CryptovationX is currently developing an automated advisory platform (CryptovationX Platform) that is accessible to first-time users and addresses issues with existing exchanges, as described in the CryptovationX Platform Whitepaper (the Whitepaper). By transferring funds (Funds) in either cryptocurrency or fiat to CryptovationX pursuant to these Terms in order to contribute to the development of the CryptovationX Platform (Contribution), the Contributor understands and accepts that his/her/its Contribution will be utilized to enable further development of the CryptovationX Platform (as determined in CryptovationX’s sole discretion).
1.2 CXA tokens are being sold to Contributors on an invite-only basis and are not being offered to the public. Nevertheless, CryptovationX reserves the right to alter these Terms and offer CXA tokens to the general public at any time at its discretion.
1.3 Further information on the CryptovationX Platform can be found in the Whitepaper available on the CryptovationX website (https://CryptovationX.io). The information contained in the Whitepaper and the CryptovationX website are of a descriptive nature only, are not binding and do not form part of the Terms as set forth under paragraph 1.6 below.
1.4 Before being eligible to participate in the Private Token Sale, each Contributor must undergo an identification (KYC) and anti-money laundering and countering terrorist financing (AML/CTF) process (KYC process). The instructions shall be communicated to the Contributor upon agreement to these Terms. After the KYC process has been completed, CryptovationX will allow the Contributor to transfer Funds to the CryptovationX within the Private Token Sale Period. The terms governing the funding process are set out in more detail in Section 2.2.
1.5 The Contributor understands and accepts that CryptovationX may in its sole discretion determine to accept contributions from private entities and individuals of strategic value for the CryptovationX Platform, and that such contributions may be accepted at terms that differ from these Terms.
1.6 The Contributor understands and accepts that while the individuals and entities, including CryptovationX, assigned to this task will make reasonable efforts to develop and complete the CryptovationX Platform, it is possible that such development may fail and Contributor’s CXA tokens become useless and/or valueless due to technical, commercial, regulatory or any other reasons.
1.7 The Contributor understands and accepts the risk that even if all or parts of the CryptovationX Platform are successfully developed and released in full or in parts, the CryptovationX Platform could be fully or partially abandoned, remain commercially unsuccessful or be shut down for lack of interest, regulatory or other reasons. The Contributor therefore understands and accepts that the Contribution of Funds, the creation and allocation of CXA tokens by CryptovationX carry significant financial, regulatory and/or reputational risks (including the complete loss of value of CXA (if any), and attributed features of the CryptovationX Platform).
1.8 This document or any other materials provided by CryptovationX or relating to the CryptovationX Platform 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.
1.9 The Contributor furthermore understands and accepts that the CXA token is smart-contract based. Consequently, the smart contract contains code which sets forth further terms and conditions applicable to the distribution and operation of the CXA token. The direct address(es) of the smart contract code on the Ethereum blockchain shall be made available upon request. The terms and conditions set forth in the smart contract code are incorporated by this reference and constitute part of these Terms. To the extent the terms contained herein or in any other document or communication contradict the ones set forth in the smart contract code, the terms of the smart contract code shall prevail. The functionality of the CXA token is defined by the smart contract code only. Furthermore, neither this document nor any other document or communication may modify or add any additional obligations to CryptovationX beyond those set forth in the smart contract code.
1.10 Transfer of Funds, allocation, distribution or receipt of CryptovationX, or any other act undertaken between the parties in connection with the Private Token Sale shall not form a partnership, joint venture or any similar relationship between the Contributor and CryptovationX and/or other individuals or entities involved with the deployment of the CryptovationX Platform and the setting up of the CryptovationX Platform.
1.11 The Contributor acknowledges and understands that CryptovationX may at its discretion at any time change the name of the CXA token and/or its symbol. CryptovationX shall use all reasonable efforts to ensure that such change of name and/or symbol will not adversely affect the rights of the Contributors or the CXA held by the Contributors.
2. Usage Token; No Ownership, Revenue or Governance Rights
2.1 Usage Token: Ownership of CXA carries no rights express or implied other than a limited right to use CXA as a means to enable usage of and interaction with and within the CryptovationX Platform, if and to the extent the CryptovationX Platform has been successfully completed and launched.
2.2 No Ownership, Revenue or Governance Rights: In particular, Contributor understands and accepts that CXA does 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 CryptovationX Platform. CXA does not create or confer any enforceable contractual or other obligations against any third party (including CryptovationX, CryptovationX Team Members or other developers, auditors, contractors or founders associated with CXA, the CryptovationX Platform and/or CryptovationX).
3.1 Digital Asset Purchase Agreement: the Contributor must enter into an agreement to purchase CXA tokens from CryptovationX subject to both these Terms and the terms of the aforementioned agreement.
3.2 Maximum Contribution Amount: The aggregate maximum Contribution amount for the entire allocation of CXA (throughout the Private Token Sale) will be defined as a hard cap and amounts to $21,600,000 USD (excluding fees arising from or related to the contribution process), calculated using the exchange rates as determined by CryptovationX (Maximum Contribution Amount). CryptovationX may, at its discretion, determine that the Maximum Contribution Amount is reached when the aggregate amount of Funds transferred to the CryptovationX Platform is close to the Maximum Contribution Amount, even though the actual amount of Contributions accepted by the CryptovationX Platform 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).
3.3 Maximum CXA Supply: The aggregate maximum CXA supply (as set out in paragraph 3.6) will be 12,000,000,000 CXA. The aggregate amount of CXA will depend on the effectively made Contributions during the Private Token Sale and will be referred to as total CXA supply (Total CXA Supply).
3.4 Contribution Period: The Private Token Sale period (Private Token Sale Period) starts on 1 July 2018 and continues for a period of four (4) weeks or the moment when the Maximum Contribution Amount has been reached, whichever occurs earlier.
3.5 Contribution and Exchange Rates: The contribution rate in the Private Token Sale shall be 1 CXA for every Contribution equivalent to $0.003 USD. The BTC/USD and ETH/USD exchange rate to be used throughout the Private Token Sale shall be fixed by CryptovationX at the time of purchasing.
3.6 Token Pools: The allocation of CXA will be determined as set out below. The Contributors Contributing in the Private Token Sale will be distributed CXA from Pool A. The aggregate amount of CXA that will be distributed from Pool A at the end of the Private Token Sale Period will depend on how much Funds are Contributed.
(a) Pool A consists of 7,200,000,000 CXA (i.e. 60% of the Total CXA Supply). Pool A includes all CXA tokens that shall be sold by CryptovationX to Contributors during the Private Token Sale Period.
(b) Pool B consists of 4,800,000,000 CXA (i.e. 40% of the Total CXA Supply). Pool B will be allocated and distributed at the discretion of CryptovationX, such as for allocation, sale and/or distribution to persons who participated as managers, founders or team members, or worked to develop the ideas, implementations and supporting structures of the CryptovationX Platform or to airdrop or bounty campaigns, or for any other purpose as CryptovationX deems fit etc.
3.7 Contribution Process: Upon signing an agreement with CryptovationX, Contributors shall transfer their Funds to CryptovationX in the amount and to the address and/or bank account as provided in the aforementioned agreement.
3.8 Distribution of CXA to Contributors: Upon receipt and acceptance of a Contributor’s Contribution, the CryptovationX shall allocate the corresponding amount of CXA to the Contributor’s cryptographic wallet address once the Private Token Sale Period is complete. The CXA will be nontransferable until they are released as set out in paragraph 3.11.
3.9 Undistributed tokens: Any CXA in Pool A that have been created but for which no Contribution has ultimately been received shall be allocated to CryptovationX and shall be further disposed of at CryptovationX’s discretion for purposes of the long-term benefit of the CryptovationX Platform.
3.10 No Refund: The Contributor understands and accepts that all Contributions are final and may not be refunded. By participating in the Private Token Sale, the Contributor acknowledges that he/she/it has no right to request a refund for any reason, and that the Contributor will not receive money or other compensation. CryptovationX shall not be liable for any losses caused by the Contributor attempting to use a private wallet address provided by an exchange, or other non- standard single access address.
3.11 Transferability of CXA: The Contributors will not be able to transfer CXA until the Private Token Sale Period is complete. CXA transferability will be released at CryptovationX’s discretion when the Private Token Sale Period is over and all CXA have been allocated and distributed; the process is currently expected to take a few weeks after the conclusion of the Private Token Sale Period. The CXA in Pool B shall become transferable at such time as determined by CryptovationX in its full discretion.
3.12 Pre-Allocation of CryptovationX
(a) The Contributor understands and accepts that at least 40% of the Total CXA Supply will not be allocated to participants of the Private Token Sale but as set forth below:
(1) Pool B consists of 4,800,000,000 CXA (i.e. 40% of the Total CXA Supply). Pool B will be allocated and distributed at the discretion of CryptovationX, such as for allocation, sale and/or distribution to persons who participated as managers, founders or team members, or worked to develop the ideas, implementations and supporting structures of the CryptovationX Platform or to airdrop or bounty campaigns, or for any other purpose as CryptovationX deems fit etc.
4. CXA Functionality
Ownership of CXA tokens carries no rights express or implied. In particular, the Contributor understands and accepts that as a holder of CXA, 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 CryptovationX Platform and/or CXA. Through the allocation of CXA to a Contributor, the Contributor receives no right to receive any revenues generated by the intellectual property rights developed as part of the CryptovationX Platform or any other assets. The Contributor understands and agrees that the sole and exclusive usage rights of these intellectual property rights are retained by CryptovationX and/or its affiliates.
5. Representations and Warranties of Contributor
5.1 By making the Contribution, the Contributor represents and warrants that:
(a) the Contributor is not a citizen or resident of a country, whose legislation conflicts with obtaining or distributing cryptographic tokens such as CXA, the contemplated allocation of CXA and/or the CryptovationX Platform in general;
(b) the Contributor is not a citizen or resident of any jurisdiction in which it would be impermissible or restricted to offer, distribute, purchase, sell or retain cryptographic token;
(c) the Contributor 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; or is not a resident or citizen of:
(2) Central African Republic
(3) Democratic Republic of the Congo
(12) People’s Republic of China
(14) South Sudan
(15) St. Kitts and Nevis
(18) United States
(d) 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;
(e) the Contributor is not listed or associated with any person or entity listed on any of the US Department of Commerce’s 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;
(f) the Contributor has a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like bitcoin (BTC) and Ether (Funds), and blockchain-based software systems;
(g) the Contributor understands and accepts that there is no warranty or assurance that the network of miners will allocate the CXA to the Contributors as proposed by these Terms;
(h) the Contributor has carefully reviewed the functionality of the CXA token as set forth in the Whitepaper and fully understands and accepts the functions implemented therein;
(i) the Contributor is legally permitted to make the Contribution in order to create and obtain CXA in the Contributor’s jurisdiction;
(j) the Contributor uses cryptographic wallet software or a wallet service provider that technically supports the CXA token. The Contributor understands and accepts, that failure to assure this may have the result that Contributor will not gain access to his CXA tokens;
(k) the Contributor is legally permitted to receive CXA tokens and transfer Funds for the purpose of contributing to the development of the CryptovationX Platform;
(l) the Contributor is of a sufficient age to legally allocate and obtain CXA tokens;
(m) the Contributor will take sole responsibility for any restrictions and risks associated with receiving, holding, transferring or using CXA;
(n) the Contributor is not Contributing the Funds to obtain CXA for the purpose of speculative investment;
(o) the Contributor is not obtaining or using CXA for any illegal purposes;
(p) the Contributor is purchasing the functionality of the CXA primarily to support the development, testing, deployment and operation of the CryptovationX Platform, being aware of the commercial risks associated with the CryptovationX Platform;
(q) the Contributor 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 CXA or otherwise involved with the CryptovationX Platform;
(r) the Contributor understands that participation in the Private Token Sale 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;
(s) the Contributor understands that the Contribution of Funds, the allocation and distribution of CXA and the development of the CryptovationX Platform carries significant financial, regulatory and reputational risks as further set forth in section 8;
(t) the Contributor understands and expressly accepts that there is no warranty whatsoever on the CXA, the CryptovationX Platform and/or the success of the CryptovationX Platform, expressed or implied, to the extent permitted by law, and that the CryptovationX Platform is used and CXA are allocated and distributed to and obtained by the Contributor at the sole risk of the Contributor 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;
(u) the Contributor understands that the Contributor has no right against any other party to request any refund of the Funds Contributed for the allocation and distribution of the CXA under any circumstance;
(v) the Contributor understands that with regard to CXA, no market liquidity (including the existence of a marketplace where CXA can be transferred) may be guaranteed and the value of CXA may over time experience extreme volatility or depreciate in full;
(w) the Contributor understands that the Contributor bears the sole responsibility to determine if the Contributor’s transfer of Funds, the creation, allocation, ownership or use of CXA, the potential appreciation or depreciation in the value of CXA over time and/or any other action or transaction related to the CryptovationX Platform have tax implications for him/her/it; by receiving, holding, transferring or using CXA, and to the extent permitted by law, the Contributor 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 CXA or any other action or transaction related to the CryptovationX Platform.
(x) As part of the token allocation process, the Contributor will use his/her/its own private wallet address, with a private key associated to this address and password. The password is used to protect the access to the use of the Contributor’s private key. Following the Private Token Sale, the CXA will be transferred to the address from which the Contributor’s private wallet address. In order to receive the CXA, the Contributor shall ensure that he supplies his own cryptographic wallet address and not, e.g., the address of a currency exchange like Poloniex, Coinbase, Bitfinex etc. The Contributor understands that the Contributor must keep his password and private key safe and that the Contributor may not share them with anybody. The Contributor further understands that if his/her/its private key, password and/or back-up seed is lost or stolen, the Contributor may not be able to generate a new password or recover his/her/its private key, and if the Contributor also loses his private keys and password, the CXA associated with the Contributor's account (address) will be unrecoverable and will be permanently lost. Furthermore, the Contributor 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 Contributor with access to any tokens on accounts whose private key, password and/or back-up seed has been lost.
6. Community Airdrop
6.1 CXA Tokens will be distributed free of charge to qualified users that fulfill the conditions as specified on our website at the following link: (“Community Airdrop”). Such conditions may be subject to change at any time.
6.2 CXA Tokens distributed in the Community Airdrop will be distributed from the Total CXA Supply.
6.3 CXA Tokens will be delivered to an ERC20 compatible wallet via airdrop to each qualified user that fulfills the aforementioned terms as stated on our website. The number of tokens distributed to each user may vary at the complete discretion of CryptovationX Ltd.
6.4 Fulfilling the conditions more than once or on behalf of another user is strictly forbidden. We reserve the right to withhold tokens for any reason, not limited to, but including, if fraudulent or spam activity has been suspected. The airdrop may be limited to users that have a wallet balance equivalent to 0.01ETH to prevent fraudulent and spam activity during the distribution process.
6.5 The distribution and qualification process may take several days depending on the number of participants that we must process.
6.6 We are not responsible for delays outside our control. If our supply of the CXA Tokens is delayed by an event outside our control then we will not be liable for delays caused by the event.
6.7 We will not replace any CXA Token that is lost, stolen, damaged, or inaccessible.
6.8 Nationals and residents of the following countries and territories are ineligible to participate:
(b) Central African Republic
(c) Democratic Republic of the Congo
(k) North Korea
(m) South Sudan
6.9 The Community Airdrop shall terminate within thirty (30) days of the launch date.
6.10 All the collected personal information will be kept confidential and will not be disclosed to any third party without your consent.
6.11 By providing KYC information, you are consent that your information will be used to register for products/services that will be offered by CryptovationX in the future development.
7. CryptovationX Platform Execution
7.1 The Contributor understands and accepts that the development and execution of the CryptovationX Platform will be performed by CryptovationX. For these purposes, CryptovationX shall be entitled to the full amount of Contributed Funds (less costs) and to the Pools B and C of CXA (as set out in paragraph 3.6). These amounts cover expenses, charges and other costs that may arise by CryptovationX as part of the development and execution of the CryptovationX Platform. CryptovationX has the right to engage subcontractors to perform the entire or partial development and execution of the CryptovationX Platform. 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 CryptovationX shall have full discretion to determine the scope of development work. It remains at CryptovationX’s sole discretion to decide how to allocate the funds in order to develop and execute the CryptovationX Platform.
7.2 The Contributor understands and accepts that the Contributor may not have any expectation of influence over governance on the CryptovationX Platform.
7.3 The Contributor understands and accepts that the CryptovationX Platform will need to go through substantial development work which may result in significant conceptual, technical and commercial changes before release. The Contributor understands and accepts that as part of the development, an upgrade of the CXA token may be required (a so-called hard-fork of the CXA token) and that, if the Contributor decides not to participate in such upgrade, he/she/it may no longer use his CXA and that any non-upgraded CXA may lose their functionality in full.
8. Audit of the CryptovationX Platform
8.1 The CryptovationX Platform has been, on a reasonable effort basis, audited and approved by a technical expert. The technical expert has confirmed that the CryptovationX Platform has, with regard to both accuracy and security, been programmed according to the current state of the art.
8.2 However, the Contributor understands and accepts that blockchain 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 Contributor understands and accepts that the audit does not amount to any form of warranty, including direct or indirect warranties that the CryptovationX Platform and/or the CXA 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 CXA.
9.1 The Contributor understands and accepts the risks associated with contributing Funds to the Private Token Sale and the creation and distribution of CXA as exemplary set forth above and hereinafter. In particular, the Contributor understands and accepts the non-exhaustive list of inherent risks:
(a) Risk of software weaknesses: The underlying software application and software platform (i.e. the CryptovationX Platfo unproven, and there are no warranties or covenants that the process for creating or distributing CXA 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 CXA.
(b) Risk of cryptographic weaknesses: The blockchain and all software dependent thereon, such as the CryptovationX Platform 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 the development of quantum computers, could present risks to all cryptography-based systems including the CryptovationX Platform. This could result in the theft, loss, disappearance, destruction or devaluation of the CXA held by the Contributor.
(c) 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 CryptovationX Platform and which may, inter alia, result in substantial modifications of the CryptovationX Platform and/or the CryptovationX Platform, including its termination and the loss or devaluation of CXA held by the Contributor.
(d) Risk of insufficient information: The CryptovationX Platform 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 CXA at the date of the Whitepaper, it is not complete or final and is subject to adjustments and updates that CryptovationX may make from time to time. CryptovationX is not in a position, nor obliged, to keep the Contributors closely posted on every detail of the CryptovationX Platform’s development (including its progress and expected milestones, whether re- scheduled or not) and therefore will not necessarily provide the Contributors with timely or full access to all the information relating to the CryptovationX Platform that may emerge from time to time.
(e) Risk of abandonment / lack of success: The creation and distribution of the CXA and the development of the CryptovationX Platform 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). CXA is not expected to be popular, prevalent or widely used soon after its launch. CXA and the CryptovationX Platform 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 CryptovationX Platform is partially or fully developed and launched, the Contributor will receive any benefits through the CXA tokens held by him/her/it.
(f) Risks related to unverified source code: The source code of the CryptovationX Platform may be licensed under open-source license terms and any party related or unrelated to the CryptovationX Platform can propose updates, amendments, alterations or modifications to the source code. CryptovationX 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 CryptovationX Platform or CXA value.
(g) Risks related to competition: The source code of the CryptovationX Platform may be licensed under open-source license terms. As a result, anyone can legally copy, replicate, reproduce, engineer, modify, improve or otherwise utilize the source code and/or underlying source code of the CryptovationX Platform in an attempt to develop a competing protocol, software, system or virtual platform or virtual machine, which is out of CryptovationX’s control and may consequently compete with or even overshadow or overtake the CryptovationX Platform, which may adversely affect the CryptovationX Platform or CXA value.
(h) Risk of withdrawing partners: The feasibility of the CryptovationX Platform depends strongly on the collaboration of banks and other crucial partners of CryptovationX. There is therefore no assurance that the CryptovationX Platform as a whole or parts thereof will be successfully executed as set out in these Terms or otherwise.
(i) Risk associated with other applications: The CryptovationX Platform may give rise to other, alternative projects, promoted by unaffiliated third parties, under which CXA will have no intrinsic value.
(j) Risk of loss of private key: CXA can only be accessed by using a cryptographic wallet with a combination of the Contributor’s account information (address), private key, password and any other protection used by the Contributor. If the Contributor’s private key file, password or the back-up seed is lost or stolen, the CXA associated with the Contributor's account (address) or password may be unrecoverable and permanently lost.
(k) Third party risk: CryptovationX may engage third parties to manage and operate the Private Token Sale processes. CryptovationX 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.
(l) Risk of theft: The CryptovationX Platform concept, the underlying software application and software platform (i.e. the CryptovationX Platform), or other assets of the CryptovationX Platform, may be exposed to attacks by hackers or other individuals that could result in theft or loss of CXA or Funds, which may lead to a loss or devaluation of Funds and/or CXA and the ability to develop the CryptovationX Platform.
(m) Risk of mining and other malicious attacks: As with other cryptocurrencies, the blockchain used for the CryptovationX Platform 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 CryptovationX Platform, expected proper execution and sequencing of CryptovationX transactions, and expected proper execution and sequencing of contract computations.
(n) Risk of changes in the CryptovationX Platform: The network of miners (or, in the future, potentially a network of staking nodes) will be ultimately in control of the CryptovationX Platform. A majority of these miners could agree at any point to make changes to the CryptovationX Platform and to run the new version of the CryptovationX Platform, which could lead to reduced functionality of the CryptovationX Platform and/or devaluation of CXA.
(o) Risk of incompatible Wallet service: The cryptographic wallet software or wallet service provider of the Contributor must be technically compatible with CXA. The failure to assure this may lead to the Contributor being unable to gain access to his CXA.
10.1 The Contributor bears the sole responsibility to determine if the Contribution to the CryptovationX Platform; the creation, allocation, ownership and use of CXA or the purchase and thereof after allocation and distribution; the potential appreciation or depreciation in the value of CXA over time; and/or any other action or transaction related to the CryptovationX Platform have tax implications for him/her/it.
10.2 By receiving, holding, transferring or using CXA, to the extent permitted by law, the Contributor agrees not to hold any third party (including CryptovationX Team Members as well as other developers, auditors, contractors or founders associated with CXA, the CryptovationX Platform, the CryptovationX Platform or CryptovationX) liable for any tax liability associated with or arising from the creation, allocation, distribution, ownership or use of CXA or any other action or transaction related to the CryptovationX Platform.
11. No Liability
11.1 The Contributor acknowledges and agrees that, to the fullest extent permitted by any applicable law, the Contributor will not hold any CryptovationX Team Members or other developers, auditors, contractors or founders associated with CXA, the CryptovationX Platform, the CryptovationX Platform and/or CryptovationX liable for any and all damages or injury whatsoever caused by or related to the use of, or the inability to use, CryptovationX, the CryptovationX Platform and/or the CryptovationX 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 Contributor further acknowledges and agrees that CXA Team Members or other developers, auditors, contractors or founders associated with CXA, the CryptovationX Platform, the CryptovationX Platform and/or CryptovationX 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 CXA, the CryptovationX Platform and/or the CryptovationX Platform.
11.2 The Contributor further specifically acknowledges that CryptovationX Team Members or other developers, auditors, contractors or founders associated with CXA, the CryptovationX Platform, the CryptovationX Platform and/or CryptovationX are not liable, and the Contributor agrees not to seek to hold them liable, for the conduct of third parties and that the risk of receiving, holding, transferring and using CXA rests entirely with the Contributor.
11.3 By receiving, holding, transferring or using CXA, and to the extent permitted by law, the Contributor agrees not to hold any third party (including CryptovationX Team Members and other developers, auditors, contractors or founders associated with CXA, the CryptovationX Platform, the CryptovationX Platform and/or CryptovationX) liable for any regulatory implications or liability associated with or arising from the creation, allocation, distribution, ownership or use of CXA or any other action or transaction related to the CryptovationX Platform.
12.1 CryptovationX is located in St. Kitts and Nevis. Consequently, CXA creation and distribution and the development and execution of CryptovationX Platform are considered to be executed in St. Kitts and Nevis.
12.2 The Contributor 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.
12.3 The Terms govern the creation, allocation, distribution, ownership and use of CXA and/or the CryptovationX Platform and supersede any public statements and other documentation about the launch of CXA and/or the CryptovationX Platform made by anyone in the past, present and future.
12.4 The applicable law is the law of St. Kitts and Nevis. 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 three (3) arbitrators. The language of the arbitration shall be English.