PLEASE READ THIS ALPHA-X COIN SALE AGREEMENT CAREFULLY AS IT AFFECTS YOUR OBLIGATIONS AND LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO WAIVERS OF RIGHTS AND LIMITATION OF LIABILITY.
The following terms and conditions of the Coin Sale Agreement govern your (“You” or the “Purchaser”) purchase of Alpha-X Coin (“AXC”) from Asaex IT Solutions Inc.,
a company incorporated and registered in Marshal Islands,
having its registered address located at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “Company”),
during the Initial Coin Offering (ICO) and anytime thereafter as may be decided by the Company from time to time.
AXC may be used by the Purchaser on the Alpha-X coin Network subject to provisions of this Agreement and any other terms that may be published by the Company in this regard.
The Purchaser and the Company each are “Party” and, together, the “Parties” to this Agreement agree as follows:
01 - Acceptance?
1.1 YOU UNDERSTAND AND AGREE THAT BY VIRTUE OF PURCHASE OF AXC, YOU
ARE SUBJECT TO AND BOUND BY THIS AGREEMENT.
Website, Whitepaper, and any other terms or policies as may be issued by the Company from
time to time, the Company agrees to sell to you and you agree to purchase from Company a
specific number of AXC at the price set out in the Whitepaper.
1.3 By the fact of purchase of AXC from the Company at the website at http://www.alpha-x.io/,
(“Website”), you confirm that you have read this Agreement carefully and in its entirety and
understand that YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A
PARTY TO THIS AGREEMENT AND ANY TERMS OR AGREEMENTS
INCORPORATED BY REFERENCE, AND AGREE THAT THIS AGREEMENT IS
ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY
1.4 Unless otherwise stated herein, this Agreement governs only your acquisition of AXC from
the Company during the sale and any period as may be determined by the Company. Any use
of AXC in connection with providing or receiving services on the Network shall be governed
primarily by this Agreement as well as any other applicable agreements and/or policies. The
Company may use third party services to process the coin sale and any rules applicable by
third party described in this Agreement to such processing of AXC should also be applicable
in addition to this Agreement.
1.5 No provision of this Agreement shall be considered waived unless such waiver is accepted by
the Company, which shall be published on the Website. No waiver of any provision in this
Agreement, however, will be deemed a waiver of a subsequent breach of such provision or a
waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any
term or condition of this Agreement will not in any way affect, limit, or waive a Party’s rights
hereunder at any time to enforce strict compliance thereafter with every term and condition
1.6 You acknowledge and accept that this Agreement may be modified, changed, supplemented,
updated at any time without prior written notice, at sole discretion of the Company. Your
continued use of the AXC after any amendments or alterations of this Agreement shall
constitute your consent hereto and acceptance hereof. If you do not agree to such revised terms
of the Agreement you must stop using AXC and inform the Company any time under
conditions of this Agreement.
02 - Definitions?
2.1. "Agreement" means the terms and conditions of this Alpha-X Coin Sale Agreement and any
other rules, policies or procedures that may be issued by the Company and published from
time to time on the Website.
2.2. "Alpha-X coin Network" means digital platform (not a legal entity) operated by the Company
or any of its affiliated company to establish a peer to peer decentralised core network or a
utility ecosystem, whereby, AXC will be used by its holders as a medium of transaction for
various services offered at the Network.
2.3. "Intellectual Property Rights" means any invention, patent, utility model right, copyright
and related right, registered design, unregistered design right, trade mark, trade name, internet
domain name, design right, design, service mark, database rights, topography rights, rights in
get-up and trade dress, rights in goodwill or to sue for passing off and any other rights of a
similar nature or other industrial or intellectual property rights owned or used by the Company
in any part of the world whether or not any of the same is registered (or capable of registration),
including applications and the right to apply for and be granted, extensions or renewals of and
rights to claim priority from, such rights and all equivalent or similar rights or protections
which subsist now or will subsist in the future.
2.4. "AX" means digital cryptographic token, which is a software digital product, created and
issued by the Company as a cryptographically secured representation of the right to exchange
AX for services on the Network and which give the Purchaser access to certain features on
2.5. "AXC Sale" means an offering, public sale and distribution of AXC to eligible Purchasers held during a limited period of time specified in this Agreement.
03 - Interpretationt ?
3.1. Unless the context otherwise requires, words in the singular shall include the plural and in the
plural shall include the singular.
3.2. Unless the context otherwise requires, a reference to one gender shall include a reference to
the other genders.
3.3. A reference to any party shall include that party’s personal representatives, successors and
3.4. All references to a person include firms, companies, government entities, trusts and
partnerships or other or unincorporated body (whether or not having separate legal
3.5. A reference to “writing” or “written” includes fax and/or e-mail.
3.6. Any obligation on a party not to do something includes an obligation not to allow that thing to
3.7. Any words following this Agreement including, include, in particular, for example or any
similar expression shall be construed as illustrative and shall not limit the sense of the
words, description, definition, phrase or term preceding or following that agreement.
3.8. Headings of sections are for convenience only and shall not be used to limit or construe such
sections. All the sections in this Agreement shall survive any termination or expiration of this
04 - Eligible Purchasers ?
4.1. By purchasing AXC the Purchaser covenants, represents, and warrants that (under the
Applicable Law and law of the country of Purchaser’s residence):
4.1.1. he is of an age of majority to enter into this Agreement (at least 18 years of age),
meets all other eligibility criteria and residency requirements, and is fully able and
legally competent to use the Website, enter into agreement with the Company and in
doing so will not violate any other agreement to which he/she/it is a party.
4.1.2. he has necessary and relevant experience and knowledge to deal with cryptographic
Coins, Tokens, cryptocurrencies and Blockchain-based systems, as well as full
understanding of their framework, and is aware of all the merits, risks and any
restrictions associated with cryptographic tokens (their purchase and use),
cryptocurrencies and Blockchain-based systems, as well as knows how to manage
them, and is solely responsible for any evaluations based on such knowledge.
4.1.3. he will not be using either AXC, Network or the Website for any illegal activity,
including but not limited to money laundering and the financing of terrorism.
4.1.4. Purchaser has created an Account on the Website and accepted the Company Terms
4.2. Purchaser is only allowed to purchase AXC if and by buying AXC he covenants, represents,
and warrants that he is neither a citizen, resident, nor a tax resident of the United States of
America, People's Republic of China, North Korea, Iran, Syria, Sudan or Cuba. The Company
may add countries to this list as it may deem appropriate.
4.3. Purchaser also represents and warrants that he is not a citizen or resident of a geographic area
in which access to or use of the cryptocurrency or cryptographic tokens is prohibited by
applicable law, decree, regulation, treaty, or administrative act. The Company shall reserve
the right to refuse to sell AXC to anyone who does not meet the citizenship and residence
criteria set forth above. Purchasers cannot resell AXC to citizens and residents of countries
and territories restricted in this Agreement.
05 - Disclaimer of Liability ?
5.1. To the maximum extent possible by the applicable laws, rules and regulations, the Company
or its founders are not responsible for any special, vicarious or any kind of consequential
damages as well as any other losses, like loss of income, profits, or loss of use or data, caused
by purchase or use of AXC.
5.2. AX C carries no rights, express or implied, other than those, set out herein. In particular,
AXC holders shall not have any influence in the development or governance of AXC or the
5.3. Any potential future use of AXC in connection with the provision or receipt of services on
Network, shall be subject to and governed by such other applicable terms, conditions and
policies relating to the use of each such service or Network. Such terms and conditions
regulating the use of the Network shall be made available to the users.
5.4. AXC is not consumer product and its holders accepts explicitly and agree to it that they are
not covered by the consumer protection regulation of any jurisdiction.
5.5. BUYING AXC INVOLVES RISKS AND PURCHASERS SHOULD BE ABLE TO BEAR
THE LOSS OF THEIR ENTIRE PURCHASE. ALL PURCHASERS SHOULD MAKE
THEIR OWN DETERMINATION OF WHETHER OR NOT TO MAKE ANY
PURCHASE, BASED ON THEIR OWN INDEPENDENT EVALUATION AND
ANALYSIS. DO NOT PURCHASE AXC IF YOU ARE NOT AN EXPERT IN DEALING
WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE
SYSTEMS. PRIOR TO PURCHASING AXC, YOU SHOULD CAREFULLY CONSIDER THE TERMS AND CONDITIONS OF THIS AXC SALE AGREEMENT AND, TO THE
EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT,
OR TAX PROFESSIONAL. IF ANY OF THE THESE TERMS ARE UNACCEPTABLE
TO YOU, YOU SHOULD NOT PURCHASE AXC. BY PURCHASING AXC, AND TO
THE EXTENT PERMITTED BY LAW, YOU AGREE NOT TO HOLD ANY OF THE
COMPANY AND ITS RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES,
OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, EQUITY HOLDERS,
SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES,
SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS,
SUCCESSORS AND ASSIGNS LIABLE FOR ANY LOSSES OR ANY SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM, OR IN ANY WAY
CONNECTED, TO THE SALE OF AXC, INCLUDING LOSSES ASSOCIATED WITH
THE TERMS SETFORTH HEREIN.
5.6. THE COMPANY DOES NOT ACCEPT ANY USERS FROM THE COUNTRIES OR
TERRITORIES WHERE ITS ACTIVITY SHALL BE ESPECIALLY LISENCED,
ACCREDITATED OR REGULATED BY OTHER WAYS. IT SHALL BE YOUR
RESPONSIBILITY TO CONFIRM AND CHECK THE APPLICABLE LAW IN YOUR
JURISDICTION AND YOU SHALL BE FULLY RESPONSIBLE FOR ANY NEGATIVE
IMPACT ARISEN FROM YOUR RESIDENCE COUNTRY REGULATIONS. IF YOU
ARE TRAVELLING TO ANY OF THESE COUNTRIES, YOU ACKNOWLEDGE THAT
OUR SERVICES MAY BE UNAVAILABLE AND/OR BLOCKED IN SUCH
5.7. THE COMPANY RESERVES THE RIGHT TO IMPOSE ADDITIONAL
REQUIREMENTS OR CONDITIONS BEFORE ACCEPTING PURCHASERS
RESIDING IN OR FROM SPECIFIC COUNTRIES IN ITS SOLE DISCRETION.
5.8. IF YOU DO NOT AGREE WITH THIS AGREEMENT AND CONDITIONS, OF AXC
SALE YOU MUST NOT ACCESS OR USE THE WEBSITE OR PURCHASE AXC.
06 - No Representations and Warranties ?
6.1. The Company does not make or claim to make any representation, warranties and obligations
in any form whatsoever to any entity or person, as well as any representation, warranty or
undertaking in relation to the accuracy, truth or completeness of any information, provided
on the Website or Whitepaper.
07 - Representations and Warranties Provided By You ?
7.1. You agree and acknowledge that in case you wish to purchase any AXC, they shall not be
perceived or classified as:
a) any kind of currency other than cryptocurrency.
b) debt securities, stocks or shares issued by any the Company.
c) rights, options or derivatives in relation to such debt obligations, shares or stocks.
d) rights under a contract for differences or for any other contract the purpose or feigned
purpose of which is to gain profit or avoid loss.
e) units in the scheme of collective investment.
f) units in business trust.
g) derivative units in business.
h) any other security or class of securities.
i) representation of any ownership right or stake or any right to receive future revenue shares.
j) any right to receive any form of participation or governance right from, in or relating
to Company and Network.
k) any form of money or legal tender in any jurisdiction.
l) any representation of money (including electronic money).
7.2. You agree that you have a basic understanding of the operation, functionality, use, storage,
transfer mechanisms and other material features of cryptocurrencies, software systems based
on blockchain, wallets for cryptocurrencies or other related tokens storage mechanisms,
technology of blockchain and technology of smart contracts.
08 - Legal risks regarding securities regulations ?
8.1. Legal ability of the Company to provide AXC and its services in some jurisdictions may be
eliminated by future regulation or legal actions. In the event, it turns out with a high degree
certainty that AXC are not legal in certain jurisdiction, the Company will either:
a. cease operations in that jurisdiction.
b. adjust AXC and the Network in a way to comply with the regulation should that be
possible and viable.
09 - Associated Risks ?
9.1. AXC is an entirely new generation cryptocurrency based on X13 algorithm having complete
Proof Of Stake (POS) network. The transactions made over Alpha-X blockchain network are
instant, anonymous, private, and very secure. Our motive is to make it as good as virtual cash
(plastic cards) which can provide real time liquidity and utility proposition in the market.
9.2. As such, any malfunction, unintended function or unexpected functioning of the Network
may cause the AXC to malfunction or function in an unexpected or unintended manner.
10 - Risk of theft and hacking ?
10.1. Hackers or other groups or organizations may attempt to interfere with Your Third-party
Wallet, the Website or the availability of AXC and Digital Assets in any number of ways,
including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing,
malware attacks, or consensus-based attacks. You hereby agree that the Company shall have
no liability for any such loss the Purchaser incur.
10.2. There is a risk that the Website and AXC may unintentionally include weaknesses or bugs in
the source code interfering with the use of or causing the loss of AXC.
10.3. Advances in cryptography, or technical advances such as the development of quantum
computers, could present risks to cryptocurrencies, AXC, the Network, which could result
in the theft or loss of AXC.
11 - Risk of loss of value ?
11.1. Value of AXC may fluctuate and their Purchasers might suffer loss in value of such acquired
tokens. There might be different reasons that would cause unfavourable fluctuations of the
value of the AXC.
12 -Internet transmission risks ?
12.1. Purchaser acknowledges that there are risks associated with using the AXC including, but
not limited to, the failure of hardware, software, and Internet connections. Purchaser
acknowledges that the Company shall not be responsible for any communication failures,
disruptions, errors, distortions or delays you may experience when using the Website and
AXC, howsoever caused.
13 - Unanticipated risks ?
13.1. Cryptocurrencies and blockchains are new and untested technology. In addition to the risks
set forth here, there are risks that AXC cannot foresee and it is unreasonable to believe that
such risks could have been foreseeable. Risks may further materialize as unanticipated.
14 - Prohibited activities ?
14.1. You are prohibited from violating any law, statute, ordinance or regulation in our
registered jurisdiction as well as your country or residency by using AXC.
14.2. You may not use your AXC to engage in the following categories of prohibited activity and you confirm that you will not use AXC to do any of the following:
a.Engage in a transaction involving the proceeds of any unlawful activity.
b.Defraud or attempt to defraud the Company or its affiliates.
c.Provide false, inaccurate or misleading information.
d.Infringe upon Company’s or any third party’s copyright, patent, trademark,
or intellectual property rights.
e. Take any action that imposes an unreasonable or disproportionately large load on
infrastructure of the Company, or detrimentally interfere with, intercept, or
expropriate any system, data, or information.
f. Transmit or upload any material to the Network that contains viruses or malware
or any other harmful or deleterious programs.
g. Otherwise attempt to gain unauthorized access to the Network and Website,
computer systems or networks connected to the Website, through password
mining or any other means.
14.3. Company reserves the right at all times to monitor, review, retain and/or disclose any
information as necessary to satisfy any applicable law, regulation, legal process or
governmental request. The Company reserves the right to cancel and/or suspend your Account
and usage of AXC immediately and without notice if Company determine, in its sole
discretion, that your Account and usage of AXC is associated with prohibited use, and/or a
prohibited business, and or illegal activity under Applicable law.
15 - Taxation ?
15.1. The Purchaser bears the sole responsibility to determine if the purchase of AXC or the
potential appreciation or depreciation in the value of AXC over time has tax implications for
the Purchaser in the Purchaser's home jurisdiction. By purchasing AXC and to the extent
permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates,
shareholders, directors or advisors liable for any tax liability associated with or arising from
the purchase of AXC.
15.2. Purchaser is solely responsible for withholding, collecting, reporting, paying, settling
and/or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in
which Purchaser may be liable to pay tax. Company shall not be responsible for
withholding, collecting, reporting, paying, settling and/or remitting any taxes (including,
but not limited to, any income, capital gains, sales, value added or similar tax) which may
arise from Purchaser’s acquisition of AXC under or in connection with this Agreement.
16 - Indemnification ?
16.1. To the extent allowable pursuant to Applicable Law, the Purchaser shall indemnify, defend,
and hold the Company and/or its subsidiaries, affiliates, directors, officers, employees, agents,
successors, and permitted assignees harmless from and against any and all claims, damages,losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not
limited to reasonable attorneys’ fees incurred and/or those necessary to successfully
establish the right to indemnification) filed/incurred by any third party against the
Company arising out of a breach of any warranty, representation, or obligation hereunder
17 - Circumstances beyond the control of either party ?
17.1. The Purchaser shall not have any claim of any nature whatsoever against AXC for any failure
by Company to carry out any of its obligations under this Agreement as a result of causes
beyond its control, including but not limited to power failure, Internet service provider
failure, acts of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms,
earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war,
governmental action, any law or any action taken by a government or public authority,
including without limitation imposing an export or import restriction, quota or prohibition,
or any other event that is beyond the absolute and direct control of AXC.
18 - Severability ?
18.1. If any term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the
Agreement, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto
shall use their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants
and restrictions of the Agreement without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.
19 - Applicable Law ?
19.1. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by and construed and enforced in accordance with the laws of
20 - Dispute resolution ?
20.1. To resolve any dispute, controversy or claim between Parties arising out of or relating to
this Agreement or the breach thereof, the Parties agree first to negotiate the issue in good
faith for a period of not less than thirty (30) days following written notification of such
controversy or claim to the other Party.
20.2. If the negotiations do not resolve the dispute, controversy or claim to the reasonable
satisfaction of all Parties during such period, then the Parties irrevocably and unconditionally submit to the respective claim to the binding arbitration administered by
the competent court of Marshal Islands.
21 - Termination ?
21.1. The Company reserves the right, without notice and at its sole discretion, to terminate this
Agreement or suspend the Purchasers right to use AXC, including (but not limited to) in
case of Purchaser’s breach of this Agreement or if the Company believes it has committed
fraud, negligence or other misconduct. All rights granted to the Purchaser under this
Agreement will immediately be revoked upon our termination of this Agreement or
Company suspension of Purchaser’s access to AXC, the Network or the Website Services.