Terms of Sale
The website https:www.//muxe.io/ and the sale of MUXE-Tokens is being managed by MUXE B.V., Rutbekerveldweg 275, Enschede, the Netherlands. (hereafter MUXE). MUXE B.V. is a commercial entity that will use the revenues from the ICO of the MUXE tokens to develop and finance the commercial activities according to the purpose of MUXE BV as described below. MUXE Tokens are not shares, equity, asset, bond, security, derivative or any other financial instrument.
The MUXE Terms OF Sale (hereafter TOS) contain general rules and procedure regarding the MUXE Token sale by MUXE BV as well as the purchase of MUXe Tokens by participants.
These terms including the appendices, constitute a binding agreement between MUXE BV and persons or entities (hereafter “You” or “the participants”) accessing the website and/or providing payments to MUXE BV in connection with the MUXE real estate platform or the MUXE token sale. The contents of the website do not form an integral part of these terms. These terms have to be read carefully by each participant. Each participant confirms that he or she understands and irrevocably accepts and complies with these terms at all time. The cryptographic tokens are being referred to in these terms as “MUXE Tokens”. MUXE Tokens are are cryptographic tokens existent on the Ethereum blockchain that can enable usage of and interactions enabled by MUXE. These terms provide information regarding the purchase and usage of MUXE Tokens. These terms are not meant to contain all available information regarding MUXE Tokens.
By using the MUXE website and/or purchasing the MUXE tokens, you agree to these terms in their entirety. It is understood and presumed that by the facts of use the MUXE website and purchasing the MUXE Tokens, the respective participant has fully read, understood and irrevocably accepted these terms. If any participant does not agree with these terms in general or any part of it, such user should entirely withhold from using the MUXE website and/or purchasing the MUXE Tokens.
If you do not agree to all of these terms, please do not use the MUXE website or any information, link or content contained on the MUXe website and do not participate in the MUXE Token sale.
Blockchain is a new technology which has not been regulated yet by authorities. Purchasing MUXE Tokens contains a risk, it is possible that the value of all your purchases will decrease or even vanish completely. Don’t purchase MUXE Tokens if you are not familiar with Blockchain based systems.
Please not that these terms have not yet been approved by any regulator, competent authority or authorised person in genera land specifically not within the meaning of a competent authority according to international law. Therefore relying on this document fort he purpose of purchasing MUXE Tokens may expose you to a significant risk of loss of all assets.
These terms may be amended at any time by MUXE BV at its sole discretion. The amended version will be published on the website and the terms described therein will come into effect upon publication on the website. The publication of such ammendments on the website will be considered as having been validly sent to any participant.
III. MUXE B.V.
MUXE B.V. is a Dutch company. MUXE B.V. is not a bank, private bank, a fund nor a financial institution and does not provide financial advice. Also MUXE BV does not act in any way as a fund manager, an asset manager or an investment advisor. MUXE B.V. does no tand shall not at any time, give you financial advise whatsoever, including in relation to any modality linked tot he buying of MUXE Tokens. The primary goal of the MUXE Token is to raise funds in order for MUXE BV to be able to efficiently execute its vision, i.e.:
Create a new platform and an open protocol, based on democratic principles, aimed at managing cryptographic assets using blockchain technology;
For more information on MUXE BV, its vision, its business and financials, please consult the whitepaper. The whitepaper is available on the MUXE website at the following address: https://www.muxe.io/whitepaper-gen.pdf
The content of the whitepaper, the MUXE website including blog, Social Media (Twitter, Facebook, etc.) and any press release or article regarding MUXE or public statments, are nonbinding and are subject to change by MUXE BV at tis sole discretion. They are not part of these terms and must not be held as modifying or amending them in any way.
IV. MUXE PROJECT
The participant understands and accepts that the development and execution of the MUXE project is solely and exclusively of the competence of MUXE BV. MUXE B.V. shall be entirely free in its way of developing and executing the MUXE project, in particular (and among other measures) by engaging any subcontractors it would deem necessary to perform the entire or partial development and execution of the MUXE project. MUXE will allocate the contributions in accordance with the whitepaper, but (within this general frame) MUXE decides in its sole discretion how to allocate the contributions in order to develop and execute the MUXE project at its best.
The Participant understands and agrees that for the purpose of the development and execution of the MUXE Platform, MUXE will receive the full amount of the Contributions. This amount covers a.o. expenses, charges and other costs that may arise in relation to MUXE BV and/or its subcontractors as part of the development and execution of the MUXE platform. MUXE BV will allocate the Contributions in accordance with the Whitepaper, but (within this general frame) MUXE BV decides in its sole discretion how to allocate the Contributions in order to develop and execute the MUXE platform at its best.
The Participant understands and agrees that the MUXE Platform is still at its beginning and will need to go through substantial development works. As a consequence, it may undergo significant conceptual, technical and commercial changes before release, the identification and implementation of which are fully and entirely of MUXE BV’s discretion.
The Participant is aware of the risk that even if all or parts of the MUXE platform are successfully developed and released in full or in part, the MUXE platform could, due to a lack of public interest, be fully or partially abandoned, suspended, remain commercially unsuccessful or be shut down for lack of interest, funds, regulatory reasons or any other reasons. Such reasons, as well as any of their consequences, shall be assessed and evaluated by MUXE BV, who shall be fully and entirely free to take any and all measures it would deem necessary or appropriate. The Participant understands and agrees that the purchase of MUXE Tokens carries significant financial, regulatory and/or reputational risks (including the complete loss of value of MUXE Tokens).
The participant understands and agrees that any acquisition and use of MUXE Tokens is by nature speculative and intrinsically carreis significant financial risks, including but not limited to, the possible loss of all value invested in MUXE Tokens. Prior to purchase, carefully consider the potential risks and, to the extent necessary, consult a lawyer, accountant and or taks professional or other advisors to evaluate the risks entailed. Do not overcommit. We make no promises nor warranties whatsoever of possible gains or returns in cash or any other form. You can potentially lose all your contribution. MUXE BV also does not guarantee in any way the success or full execution of the MUXE platform.
V. THE MUXE TOKENS
MUXE Tokens are tokens that can be used by the participants regarding the MUXE platform. MUXE tokens are no cryptocurrencies and may not be used as such in any way. They are also not and shall not be used in any way as equity, assets, bonds, securities, derivatives or any other financial instrument.
MUXE Tokens are ERC20-tokens based on the Ethereum blockchain. The smart contract is developed by MUXE BV for the MUXE Token Sale. The participant understands and agrees that the smart contract technology is still in an early development stage and its application of experimental nature. It therefore carries significant operational, technological, financial, regulatory and reputational risks. You are fully aware of such risks and accept them as part of your participation to the MUXE Token Sale and MUXE platform. You must access and use MUXE Tokens using an ERC20-compliant wallet. It is your sole responsibility to not lose your MUXE Tokens, in particular by losing access to the keys which allow access to your wallet and/or allowing malicious third parties to access your keys and/or your wallet.
MUXE BV will not be held liable for any loss of MUXE Tokens and/or other damage incurred by you as a result of the transfer of the MUXE Tokens to your wallet or loss of key or attack on your wallet.
Ownership of MUXE Tokens carries no rights express or implied until MUXE BV has allocated functionalities to the MUXE Tokens. In particular, Participant understands and accepts that he/she/it has no right to claim as holder of MUXE Token(s) any asset, intellectual property rights, equity or equivalent rights or any other form of participation in or relating to MUXE BV and/or the MUXE platform. The Participant has no right to any particular or specific contribution or advantage linked to, or in exchange with, the MUXE Tokens. MUXE BV shall be entirely free to decide if, and as the case may be which, functionalities shall be allocated to the MUXE Tokens.
MUXE BV is entitled, at its sole discretion, to give access in priority to MUXE Token holders to MUXE BV’s products or services and/or to make them benefit from discounts, special offers, promotions or other forms of advantages in relation to MUXE BV’s products or services. No such advantages or benefits are guarantees or in any other way promised.
To the except of such rights decided by MUXE BV pursuant to the above, MUXE Tokens neither provide You with a conversion right into shares of MUXE BV or other equity of MUXE BV nor any other right whatsoever, nor represent or confer any ownership right or stake, share or security or equivalent rights, voting right or any right to receive dividends, future revenue shares, intellectual property rights or any other form of participation in MUXE BV and/or its corporate affiliates and/or the MUXE platform.
You understand and agree that MUXE BV is not providing any payment system through MUXE Tokens. MUXE Tokens are not a mean of payment of products or services. They do not constitute or represent, and must not be held as constituting, cryptocurrencies or any other form of currencies. The Participant understands and accepts that the purchase of MUXE Tokens does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction. Thus, the Participant understands and accepts that he/she/it will have no influence over governance of MUXE BV.
VI. Terms of the MUXE token sale
1. MUXE TOKEN SALE OFFER AND ACCEPTANCE
1.1 MUXE Tokens are available for purchase to eligible Participants only during the Contribution Period defined in the Specific Terms (Annex II) and published on the Website.
1.2. MUXE’s publication on the Website of an offer to purchase MUXE Tokens to eligible Participants is considered a legally binding offer of MUXE BV to purchase MUXE Tokens (hereinafter referred to as the “Offer”). MUXE BV shall be entitled in its sole discretion to decide if you are an eligible Participant. MUXE BV is entitled to refuse Participants in the MUXE Token Sale in its sole discretion, without having to explain its reasons.
1.3. Legally binding acceptance of the Offer shall be conducted by an eligible Participant on the Website (hereinafter referred to as the “Offer Acceptance”) by clicking on the respective “Apply for MUXE Token Sale” button (or similar) on the Website. From this moment on, the Offer shall be considered formally accepted by the respective Participant and the Participant shall be obliged to pay the price of the respective number of MUXE Tokens (on the condition that the respective Participant strictly complies with the eligibility requirements set forth by MUXE BV; see Annex I : Restrictions).
1.4. Offer Acceptance by an eligible Participant shall be deemed irrevocable and binding for the Participant.
2. PRICE AND PAYMENT PROCEDURE
2.1. The price of one MUXE Token is set forth in USD and shall be mentioned on the MUXE website.
2.2. MUXE B.V. does accept fiat currencies as payment for MUXE Tokens. You are solely responsible for any exchange rate applicable, for any transaction fee charged by your bank, as well as for any delay in the transfer of your funds to MUXE BV’s bank account. Should your funds be credited on MUXE BV’s bank account after the end of the Contribution Period, MUXE BV will decide, in its sole discretion, whether or not You will be entitled to purchase MUXE Tokens. If not, MUXE BV will transfer your funds back. Any fee charged for such transfer shall be paid by You. MUXE BV may in no case be held liable for any loss of the fiat currencies incurred during the transaction. The participant is fully responsible by itself to pay any potential taxes of any kind in any territory.
2.3. Should you proceed to payment by using cryptocurrencies, MUXE BV accepts serveral cryptocurrencies for MUXE Tokens.
2.4. To purchase MUXE Tokens, the participant shall only send fiat currencies from his/her/its personal bank account, or cryptocurrencies from his/her/its personal wallet, in the amount which is commensurate to the amount of the MUXE Tokens the Participant is willing to receive for such payment. The Participant undertakes to control solely the address and/or the wallet and/or the bank account used for the Contribution, shall not act on behalf of any third party, and shall not transfer the control of the mentioned address, wallet or bank account to any third party.
3. RIGHTS TRANSFER
3.1. MUXE Tokens are cryptographic software that are protected in the Netherlands and the rest of the wordld by copyright.
4. USE OF PROCEEDS
The Proceeds will not be managed by MUXE BV for the Contributors, nor invested by MUXE BV or by any third parties on behalf of the Contributors.
You understand and agree that MUXE BV is a commercial entity and that the Proceeds collected through the MUXE Token Sale will be used for the sole purpose of developing and financing the commercial activities of MUXE BV, including the MUXE platform which consists in developing a platform and an open blockchain-based protocol, and to meet predefined milestones in MUXE Product roadmap as mentioned in the Whitepaper.
5.1 Participants cannot purchase MUXE Tokens if there are applicable legal restrictions in their country of residence. It is the responsibility of each Participant to seek legal advice in his/her/its jurisdiction to identify any such legal restrictions.
5.2 Participants understand and fully agree that MUXE BV is entitled to ban or otherwise restrict the participation in the MUXE Tokens Sale (solely upon MUXE’s discretion and by any means) if the respective Participant does not meet any of the eligibility requirements set forth by MUXE BV for the purpose of MUXE Tokens Sale conduction or on other grounds. In the same way, Participants understand and fully agree that MUXE BV is entitled to ban or otherwise restrict their possibility of having, using or in any other way keeping MUXE Tokens if the respective Participant does not meet any of the eligibility requirements set forth by MUXE BV in relation to such holding.
5.3 Participants understand and fully agree that certain jurisdictions restrict (or may restrict in future) their residents or citizens from participation in any token sales, the use of cryptocurrencies, or use of any cryptocurrency exchanges for various reasons. MUXE BV does not bear any liability for any possible current or future impossibility to use MUXE Tokens because of the aforementioned or any other possible restrictions.
5.4 The Website and/or MUXE Tokens are intended for sale to Participants only in those jurisdictions and to those persons where and to whom they lawfully may be offered for sale under respective applicable regulations (“Permitted Jurisdictions”). You are only permitted to use the Website and purchase MUXE Tokens if Your primary residence or domicile is in a Permitted Jurisdiction.
5.5. The offer is not being made directly or indirectly in, nor is it intended to extend to, a country or jurisdiction where such offer would be considered unlawful or in which it would otherwise breach any applicable law or regulation or which would require MUXE BV to amend any term or condition ot the offer in any way or which would require MUXE BV to make any filing with, or take any additional action with regards to any governmental, regulatory or legal authority.
5.6. Specific restrictions to the MUXE Token Sale are listed and detailed in the Appendix I (“Restrictions”).
6.1 By purchasing MUXE tokens you acknowledge and agree, amongst others, the following:
6.1.1 You understand and agree that the purchase of MUXE Tokens is not meant to generate any profit, interest, gain, dividend, nor even to maintain the substance of your contribution..
6.1.2 You understand and agree that the MUXE Token is not a security and does not in any way make you a shareholder of MUXE BV nor does it give you any right associated tot he shareholding or management of a company including MUXE BV or any of its affiliated companies.
6.1.3 You understand and accept that MUXE BV has no debt towards you with respect tot he MUXE Tokens and will have no obligation to buy any MUXE Token back from you or to refund you in any way, nor ensure you any advantage or discount whatsoever in relation to, or in exchange of your MUXE Tokens.
6.1.4 You are solely responsible for seeking legal, business, taks, regulatory, accounting and financial advice in the jurisdictions relevant for you when purchasing MUXE Tokens. You should not construe the contents of this terms as legal, business, taks, accounting, investment or other advice.
6.1.5 You acknowledge and agree that the MUXE Token is not a collective investment scheme or a sale of derivates whatsoever.
7. NO ADVERTISEMENT
No person has been authorized by MUXE BV to issue advertisements or to provide any intelligence with regards to the contents of these Terms and/or the MUXE Token Sale and, if issued, given or made, such advertisement and/or intelligence must not be trusted as duly authorized or endorsed by MUXE BV. You can only purchase MUXE Tokens through the MUXE Website. MUXE BV shall not be responsible for any mirror website or other websites advertising for, selling or reselling MUXE Tokens.
8. INFORMATION REQUIREMENTS
You understand and agree that in order to participate tot he MUXE Token sale, you should inform yourself as to;
a) the legal requirements of Your own country, as well as all applicable laws and regulations of any relevant jurisdiction, for the purchase, holding, transfer or other disposal of MUXE Tokens;
b) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of MUXE Tokens which they might encounter; and
c) any income and other tax consequences which may apply in Your own jurisdiction as a result of the purchase, holding, transfer or other disposal of MUXE Tokens. You must rely upon Your own representatives, including Your own legal advisers and accountants, as to legal, tax or any other related matters concerning MUXE BV, MUXE Tokens and a purchase thereof.
The Participants expressly agree that they are purchasing and receiving MUXE Tokens at their sole risk and that the Website and MUXE Tokens are provided on an "as is" and the MUXE platform on an “under development” basis without warranties of any kind, either expressed or implied.
You understand and agree that the purchase and any other acquisition of MUXE Tokens contains significant risks.
Therefore, the purchase of MUXE Tokens should be undertaken only by Participants experienced with cryptographic tokens and blockchain based software with a functional understanding of storage and transmission mechanisms associated with other cryptographic tokens.
By purchasing MUXE Tokens, the Participants confirm that they understand and assume the risks involved in such transaction.
In particular, you confirm to fully understand and accept that:
a. MUXE Token Sale will not involve issuance of any currency, securities (whether equity securities or otherwise, including unregistered security) or other kind of investment certificate;
b. MUXE Tokens are merely cryptographic tokens existent on the Ethereum blockchain that can enable usage of and interactions with services enabled by MUXE BV according to the Whitepaper;
c. MUXE Tokens are dependent upon the Ethereum blockchain and may be entirely lost in the event the existence of such blockchain is suspended or compromised, for any reason;
d. MUXE Tokens are not redeemable, associated with financial return or backed by any underlying asset, security or repurchase commitment and do not necessarily have market prices, market value or transactions between peers;
e. MUXE Tokens do not stand for any sort of investment contract for all intents and purposes.
f. The purchase of MUXE Tokens is not an investment, nor a collective investment scheme and you are not expecting any repayment, refund, return or profit from your Contribution. Furthermore, your Contribution will not be invested by MUXE BV or managed by MUXE BV or by any third party. Your Contribution will only be used for financing the commercial operations of MUXE BV.
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 MUXE Tokens and which may, inter alia, result in substantial modifications or loss of the MUXE Tokens.
The field of digital cryptography is very new and for this reason there is a risk of unforeseen attacks on several or all parts of the MUXE Token system. In the event of such an attack/hack, you may lose all your MUXE Tokens.
The Participant understands the inherent risks associated with the blockchain technology and cryptocurrencies, including, but not limited to, those listed hereinafter:
Risks associated with (intellectual) property rights: the Contributor understands and accepts that, due to a lack of originality of the software and to the immaterial character of the MUXE Tokens, there may be no title of ownership in and to the MUXE Tokens.
Risks associated with the blockchain: the Participant understands and accepts that the Smart Contract, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development stage and unproven. The Participant understands and accepts that there is no warranty that the process for creating MUXE and/or the Ethereum blockchain will be uninterrupted or error-free and acknowledges that there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of ETH, other (financial) support of the Project and/or MUXE. The Participant understands and accepts that the Smart Contract and/or underlying protocols and/or any other software involved may either delay and/or not execute a Contribution due to the overall Contribution volume, mining attacks and/or similar events. Regulatory risks: the Participant understands and accepts that the 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 or the MUXE platform and which may, inter alia, result in substantial modifications of the Smart Contract and/or the MUXE platform, including its termination and the loss of MUXE Tokens for the Participants.
Risks associated with abandonment / lack of success: the Participant understands and accepts that the creation of the MUXE Tokens and the development of the MUXE 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). The Participant therefore understands that there is no assurance that, even if the MUXE platform is partially or fully developed and launched, the Participant will receive any benefits through the MUXE Tokens held by him/her/it.
Risks associated with other applications: the Participant understands and accepts that the MUXE platform may give rise to other, alternative projects, promoted by unaffiliated third parties, under which MUXE Tokens will have no intrinsic value.
Risks associated with a loss of private key: the Participant understands and accepts that MUXE Tokens can only be accessed by using an Ethereum wallet with a combination of Participant’s account information (address) and private key or password. The Participant understands and accepts that if his/her/its private key or password gets lost or stolen, the MUXE Tokens associated with the Participant's account (address) will be unrecoverable and will be permanently lost.
Risks associated with your wallet: the Participant understands and accepts that MUXE BV is in no way responsible of the wallet on which the MUXE Tokens are transferred. You understand and agree that you are solely responsible for the access and security of your wallet, for any security breach of your wallet and/ with any loss of MUXE Tokens resulting from your wallet service provider, including any termination of the service by the wallet provider and/or bankruptcy of the wallet provider. The Participant understands and accepts that the wallet or wallet service provider used for the Contribution, has to be technically compatible with the MUXE Tokens. The failure to assure this may have the result that Participant will not gain access to his/her/its MUXE Token.
Risks associated with theft/hacks: the Participant understands and accepts that the Smart Contract, the Website, the underlying software application and software platform (i.e. the Ethereum blockchain) may be exposed to attacks by hackers or other individuals that could result in theft or loss of MUXE Tokens, other (financial) support of the MUXE platform, or ETH, impacting the ability to develop the MUXE platform.
Risks associated with depreciation: the Participant understands and accepts that with regard to MUXE Tokens no market liquidity may be guaranteed and that the value of MUXE Tokens over time may experience extreme volatility or depreciate in full.
Risks associated with forking: the Participant understands and accepts that a group of people may take our software and modify it to accept a different set of tokens, or no tokens at all (“Fork”). The creation of a Fork could devalue substantially the MUXE Token.
Risks associated with MUXE liquidity: Contributor understands that with regard to the MUXE Tokens no market liquidity may be guaranteed, and that the value (if any) of the MUXE Tokens over time may experience extreme volatility or depreciate resulting in a loss that will be borne exclusively by the Contributor.
By accepting these Terms and by purchasing MUXE Tokens, the Participant represents, warrants and accepts that there are certain risks associated with purchase of MUXE Tokens, holding MUXE Tokens, and using MUXE Tokens. By purchasing MUXE Tokens, the Participant expressly acknowledges and assumes such risks, including, but not limited to: risk of losing access to the MUXE Tokens in his/her possession due to loss of private key(s) or password, as well as any other registration information; risks associated with the MUXE Tokens Blockchain; risks of mining attacks; risks of hacking and security weaknesses; risks associated with cryptocurrency markets; as well as risks inherent to technology, internet, blockchain and cryptocurrency.
The participant confirms that he/she/it has understood those risks, among others, and you hereby confirm that you contribute to the MUXE platform at your sole risk.
You understand and assume the risks involved in participating in the MUXE Token sale as described in these terms of sale.
You understand and agree that MUXE BV will not be held liable for any loss of MUXE Tokens and/or other damage incurred by you as a result of the materialization of any risk, including those listed above.
MUXE BV makes no prommises of possible gains or returns. Again, you can potentially lose all your contribution.
Participants agree to release MUXE BV from all liability for any loss that may occur as a result op their participation in the MUXE Token sale and in connection with risks related tot heir contribution.
The Participant bears the sole responsibility to determine if his/her/its Contribution for the development of the MUXE Pkatform, the transfer of ETH to MUXE BV, the purchase, acceptance, ownership or use of MUXE Tokens, the potential appreciation or depreciation in the value of MUXE Tokens over time (if any), or the allocation of MUXE and/or any other action or transaction related to the MUXE Platform has tax implications.
By purchasing, holding, or using MUXE Tokens, and to the extent permitted by law, the Participant agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the purchase, ownership or use of MUXE or any other action or transaction related to the MUXE Platform.
It is your sole responsibility to comply with all applicable tax laws, including, but not limited do, the reporting and payment of income tax or similar arising in connection with the appreciation and depreciation of MUXE Tokens. You bear the sole responsibility to determine such implications and act in accordance with the law that applies to you.
11. REPRESENTATION & WARRANTIES
By using the Website and/or purchasing MUXE Tokens, You represent and warrant that:
1. You have read and understood the content of these Terms.
2. You are solely responsible for the proper functioning of your electronic devices as well as your internet connection, in particular during the identification process;
3. You have sufficient understanding of technical and business matters, cryptographic tokens, token storage mechanisms (such as token wallets) and blockchain technology to understand these Terms and to appreciate the risks and implications of purchasing MUXE Tokens;
4. You have a basic level of understanding of the usage and intricacies of cryptographic tokens, such as Ethereum ERC20 tokens, and other blockchain-based software.
5. You are purchasing the MUXE Tokens for your own account.
6. You are well informed about MUXE Tokens and MUXE BV to make an independent informed decision.
7. You fully understand that MUXE Tokens are merely cryptographic tokens (which is not equivalent to a currency whatsoever) existent on the Ethereum blockchain that will enable usage of and interactions with services enabled by MUXE BV according to the Whitepaper, if successfully complete and deployed;
8. You fully understand that MUXE Tokens are not a mean of payment nor a payment system.
9. You fully understand that you are not investing in a fund or in a collective investment scheme and that MUXE BV is not acting as a fund manager, asset manager or investment advisor in relation to the MUXE Token Sale.
10. You have researched the legal laws and regulations of token purchases in the applicable legal jurisdiction and be sure that these do not prohibit the purchase of MUXE Tokens as described in these Terms and in the Whitepaper.
11. You have a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like Ether (ETH), and blockchain-based software systems;
12. You have carefully reviewed the code of the Smart Contract located on the Ethereum blockchain and fully understands and accepts the functions implemented.
13. You are not a citizen or resident of a country whose legislation conflicts with the MUXE Token Sale and/or the MUXE Platform in general and/or are listed in the Restrictions.
14. You are resident of a Permitted Jurisdiction.
15. You are not being listed, or associated with any person or entity being 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, Groups and Entities Subject to EU Financial Sanctions or the SECO’s Overall List of Sanctioned Individuals, Entities and Organizations
16. You are not, nor any individual or entity that You represent, (A) appears on the specially designated nationals and blocked persons list of the OFAC, or (B) is a person identified as a terrorist organization on appearing on any other relevant lists maintained by governmental authorities;
17. You are not a person who is or has been entrusted with prominent public functions, such as a senior politician, a senior government, judicial, or military social, a senior executive of a state- owned corporation, an important political party social, or a close family member or close associate of any such person, and (ii) the monies used to fund the purchase of MUXE Tokens are not derived from, invested for the benefit of, or related in any way to, the governments of, or persons within, any country (1) under a UN-, US-, EU-, CH- embargo.
18. You do not know or have any reason to suspect that (1) the monies used to fund Your purchase of MUXE Tokens have been or will be derived from or related to any illegal activities, including but not limited to, money laundering activities, or (2) the proceeds that you may get from the sale of MUXE Tokens will be used to finance any illegal activities.
19. You are not purchasing or using MUXE Tokens for any illegal purposes and you will not use the Website for any illegal activity.
20. You are only purchasing MUXE Tokens with legally obtained funds (which themselves have not been acquired through illegal money or activities).
21. You are not engaging in any unlawful activity through their participation in the MUXE Token Sale.
22. You are legally permitted to transfer funds to MUXE BV in order to support the MUXE Platform.
23. You are legally permitted to receive MUXE Tokens in your jurisdiction and contributing to the development of the MUXE Platform.
24. You understand that there is no warranty, guarantee or liability for a defect with regards to MUXE Tokens, express or implied, to the extent permitted by law and that you are purchasing them at your sole and exclusive risk.
25. You will take sole responsibility for any restrictions and risks associated with the purchase, use or holding of MUXE Tokens.
26. You are not purchasing MUXE Tokens for the purpose of speculative investment.
27. You are purchasing MUXE Tokens primarily to support the development, testing, deployment and operation of the MUXE Platform, being aware of the commercial, operational, technical and financial risks associated with the MUXE Platform.
28. You are at least 18 years old or of the age of majority in their country of residence.
29. You have full capacity to contract under the applicable law.
30. You are in compliance with your local, state, and national laws by purchasing MUXE Tokens in your jurisdiction.
31. You are complying with all applicable laws.
If you are purchasing MUXE Tokens on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for any damage arising out of a breach of these terms by You or any other employee or agent of such entity (in such event references to “you” in these Terms refer to You and such entity, jointly).
The Participant is fully liable for any possible misrepresentations concerning meeting of any eligibility requirements set forth by MUXE BV for the purpose of MUXE Tokens Sale conduction (including, but not limited to, residence requirements).
Tot he extent permitted pursuant to applicable law, you shall indemnify, defend and hold MUXE BV and/or its respective past, present and future employees, officers, directors, contractors, consultants, volunteers, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents and representatives harmless from and against any and all claims, damages (including reputational), losses, legal suits, actions, demands, proceedings, expenses and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or thjose necessary to successfully establish the right to indemnification) filed/incurred by any third party against MUXE BV in connection with the MUXE Token arising out of a breach of any warranty, representation or obligated hereunder.
13. NO WARRANTY
The Participant understands and expressly accepts that there is no warranty whatsoever on MUXE Tokens, the Smart Contract, the Website and/or the success of the MUXE Platform, expressed or implied, to the extent permitted by law, and that the MUXE Tokens are purchased at the sole risk of the Participant 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 of merchantability or fitness for a particular purpose.
The Participant also accepts that the MUXE concept is still in an early development stage and unproven; that is why there is no warranty that the process for creating MUXE Tokens will be uninterrupted or error-free and that there is an inherent risk that the MUXE blockchain could contain weaknesses, vulnerabilities, or bugs causing, inter alia, the complete loss of MUXE Tokens
14. LIMITATION OF LIABILITY
The Participants assume all responsibility and risk with respect to the purchase of MUXE Tokens, their use and their holding. The Participants hereby expressly agree that, to the maximum extent permitted by the applicable law, MUXE BV does not accept any liability for any damage or loss, including loss of business, revenue, or profits, or loss of or damage to data, equipment, or software (direct, indirect, punitive, actual, consequential, incidental, special, exemplary, or otherwise) resulting from any use of, or inability to use the Website, MUXE Tokens or the material, information, software, facilities, services, or content on the Website, as well as from the purchasing of MUXE Tokens, regardless of the basis upon which the liability is claimed and even if MUXE BV has been advised of the possibility of such loss or damage.
To the extent permitted by any applicable law, the Participant releases and agrees not to hold any directors, shareholders, initiators, developers, auditors, contractors or founders of MUXE BV liable for any and all damages caused by or related to the use of, or the inability to use, MUXE Tokens or the Smart Contract 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).
To the extent permitted by any applicable law, the Participant releases and agrees that directors, shareholders, initiators, developers, auditors, contractors or founders of MUXE BV 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 of the MUXE Tokens and/or the implementation of the MUXE Platform.
The Participant further specifically acknowledges that directors, shareholders, initiators, developers, auditors, contractors or founders of MUXE BV are not liable, and the Participant agrees not to seek to hold them liable, for the conduct of third parties and that the risk of purchasing, holding and using MUXE Tokens rests entirely with the Participant.
By purchasing, holding or using MUXE Tokens, and to the extent permitted by law, the Participant agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any regulatory implications or liability associated with or arising from the purchase, ownership or use of MUXE Tokens or any other action or transaction related to the MUXE Platform.
The Participant acknowledges and agrees that any information or data the Participant has acquired from or about MUXE BV, included, but not limited to, information or data regarding prices, scope of terms, and any other terms, conditions, obligations, representations, and warranties set forth herein or delivered prior to the publication of these Terms (hereinafter, the “Confidential Information”), was received in confidence. The Participant hereby expressly agrees to take all reasonable precautions to protect such information and not to divulge any such information or any information derived therefrom to any third person without the prior written consent of MUXE BV. The Participant agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed in violation of these Terms. Confidential Information shall also mean all material and information that has or will come into the possession or knowledge of the Participant in connection with its performance hereunder and which in the ordinary course of business is considered to be treated as confidential. Confidential Information shall not include information that:
a) is or becomes a part of the public domain through no act or omission of the other party.
b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party.
c) is lawfully disclosed to the other party by a third party without restriction on disclosure.
d) is independently developed by the other party.
e) is required to be disclosed by any judicial or governmental requirement or order (provided that Recipient advises the disclosing party of the governmental demand for disclosure in a timely manner).
18. GOVERNING LAW AND JURISDICTION
These Terms are governed and construed in accordance with the substantive laws of the Netherlands. Any dispute arising in connection to those Terms and/or the MUXE Token Sale shall be subject to the exclusive jurisdiction of the courts of Overijssel, the Netherlands.
1. Severability / Good Faith
Should any part or provision of these Terms be held to be invalid or unenforceable by any competent court, governmental or administrative authority having jurisdiction, the other provisions of these Terms shall nonetheless remain valid and be replaced with a substitute provision that best reflects the economic intentions of the replaced provision without being unenforceable. The same shall apply if and to the extent that these Terms are found to contain any gaps or omissions.
2. No Partnership and/or joint venture
By transferring ETH to MUXE BV, no form of partnership or joint venture or any similar relationship between the Participants and MUXE BV and/or the setting up of the MUXE Platform is created. Purchasing of MUXE Tokens by the Participant in no way creates any exclusive relationship between the Participant and MUXE BV, nor any partnership, joint venture, employment, or agency.
3. NO WAIVER
The failure of any of MUXE BV to enforce any of the provisions of these Terms or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights or in any way affect the validity of these Terms.
4. ENTIRE AGREEMENT & SEVERABILITY
MUXE BV, RUTBEKERVELDWEG 275, 7548 PP ENSCHEDE, THE NETHERLANDS, firstname.lastname@example.org
APPENDIX I: SPECIFIC TERMS
Price of MUXE Tokens during Token sale: 1 MUXE Token = $0.008 during Pre ICO and $0.01 during the main ICO.
Currencies accepted: Fiat-valuta's and several crypto coins Total number of MUXE Tokens issued: 10.000.000.000 MUXE Discounts: As indicated on the MUXE website The total MUXE-token supply is 10'000'000'000 MUXE ("Total MUXE supply"). This is also the maximum supply, no new MUXE tokens will be issued.
Each ICO will end earlier if all the MUXE Tokens in a certain contribution period have been sold. Every MUXE Token that has not been sold in a contribution period will autommatically be added tot he next contribution period. Every token that has not been sold in the MAIN ICO, will stay available for MUXE to sell in a later period.
USE OF PROCEEDS: The proceeds of the MUXE Token sale will be used for the sole purpose of developing and financing the commercial activities of MUXE BV. This to achieve the goals of the MUXE Platform and to achieve the milestones as defined in our roadmap which is explained in the MUXE whitepaper. The participant agrees and confirms that he/she/it has understood and read the MUXE Whitepaper.
Pool A contains 10% from the Total MUXE-supply. Poule A is meant for early adopters.
Pool B contains 20% from the Total MUXE-supply.. Poule B is meant as an open ICO for all semi early adopters. Pool B will be used to reach a bigger crowd with a view to finance further investments.
Pool C contains 40% from the total MUXE-supply. Pool C is meant as most important ICO to finance further investments.
Pool D contains 18% from the total MUXE-supply. After the last contribution period Pool D will be awarded to MUXE managers, founders, partners, developers, early adopters and/or advisors of the MUXE-project.
Pool E contains 10% of all tokens en will be used as operational tokens on the MUXE platform.
Pool F contains 2% of all tokens and will be awarded by participating in MUXE Airdrops & Bountys.
** Your Contribution for the purchase of MUXE Tokens will be non-refundable. Therefore, you are expected and agree to give full considerations to all risk factors, including but not limited to the volatility of cryptocurrency prices and markets in general, risks of systemic failure, risks of code failure, bugs, hardware failure, loss of data, theft, lost usernames, passwords or private keys, incorrectly executed transactions and/or hacks which can lead to, inter alia, the complete loss of the MUXE Tokens.
MUXE-tokens are not transferrable during the contribution periods. After the contribution periods the MUXE Tokens will be transferred to the wallet of the participant. After receipt of the MUXE Tokens the MUXE Tokens are immediately transferrable and available.
During the contribution periods MUXE has the right to temporarily stop the participation option due to security risks. During this “freezing period” no further contribution is possible.