IMPORTANT: Please read carefully the sale agreement below.
This Digital Token Sale and Purchase Agreement (hereinafter referred to as “Agreement”) is made between DBX, a company incorporated and operating under the law, which designates and includes all of its successors and legal representatives, (hereinafter referred to as “Company” or “We”) and You (hereinafter referred to as “Buyer”, “Member” or “You”). Since DBX and the Buyer (hereinafter individually referred to as the "Party", and collectively as the "Parties") wish to enter a relationship in which the Buyer acquires, and DBX provides DBX tokens as part of the DBX Token Sale procedure ("Token Sale"), which will be used on the DBX platform in accordance with the terms posted on the https://DBX.so website (the “Website”). Members contribute to help DBX develop software for the DBX platform, but such a contribution does not provide the Member with any assets, bonds, securities, or other financial instruments of DBX. By using the website and/or purchasing DBX, you agree to the following terms and conditions to the fullest extent. This provides, that the participant has fully read, understood and accepted these terms and conditions. If the participant does not agree to any term or all of the terms in general, they should refuse to use the Website and/or purchasing DBX. If you do not agree to these terms and conditions, please do not use the Website or any information, links, or content posted on the Website, or participate in the trade of DBX digital tokens.
By purchasing DBX digital tokens, the Buyer fully acknowledges, understands, and agrees to be bound by this Agreement.
PROHIBITION OF TOKEN PURCHASING FOR RESIDENTS OF THE USA AND CHINA.
DBX digital windows are not offered or distributed to US customers. If you are a citizen, resident, or a person residing in the United States of America, including the states, territories, and the District of Columbia, or any legal entity, including, but not limited to any corporation or partner network created or organized under the laws of the United States of America, any state, territory, or the District of Columbia ("US Resident"), or if you are a citizen, resident, or a person residing in the country, or any legal entity, including, but not limited to any corporation or an affiliate network created or organized under the laws of the People's Republic of China (“Representative of China”), you are not eligible to purchase DBX tokens.
PURCHASE OF DBX TOKENS
No price and/or other amount paid for DBX digital tokens is refundable. Such purchases cannot be canceled or refunded in any way. The Buyer acknowledges that they have understood, and agree that there is a risk of losing any amounts paid.
CANCEL THE PURCHASE OF DBX TOKENS
The company reserves the right to refuse or cancel requests to purchase DBX tokens at any time at its sole discretion.
Please read carefully all the risks. If you have any questions, please contact DBX.
- 1.1. This Agreement between the Parties comes into force when the Buyer: visits the official website https://DBX.so/ ("Website"), thereby confirming that they have read, understood, and agree to be bound by the terms of the present agreement; or, if previously the Company received funds from the Buyer. The user agrees and confirms that they have read in full and understood this Agreement and the conditions necessary for execution under this Agreement.
- 1.3. “White Paper”. DBX has developed a White Paper, available at https://DBX.so/DBX-White-Paper , which contains information about the DBX platform. Corrections and additions may apply to the “White Paper” from time to time. Here is a link to the latest version of the White Paper. The Buyer confirms that he has read, understood, and agrees with the content of the “White Paper”. The Buyer is obliged to regularly check the Website for any changes to the White Paper.
- 1.4. DBX Digital Tokens. As mentioned above, DBX tokens have no legal status, scope, appearance, function, or characteristics, either explicit or implied. Although DBX can be traded, it is not an investment, currency, security, commodity, swap, or any other financial instrument.
- 1.5. Company Use of Funds. The Buyer acknowledges and understands that the funds collected from the distribution of DBX tokens will be used by the Company at its sole discretion.
- 2.1. The company intends to distribute and distributes DBX in accordance with the specifics of this process, which include detailed information on the timing (distribution period of DBX) and prices, as well as information on the number of DBX tokens that are planned to be distributed. During the distribution period of DBX, the Company will provide special procedures governing the process of purchasing tokens by the Buyer through the Website. By purchasing DBX, the User fully acknowledges and understands these procedures and their specifics. Failure to use the Website and follow these procedures may result in the Buyer being unable to receive DBX tokens.
- 2.2. Any Buyer of DBX Digital Tokens confirms and agrees that they may lose the whole or part of the amount paid in exchange for DBX, regardless of the date of the transaction.
- 2.3. Accessing or using DBX smart contracts and/or obtaining or purchasing DBX tokens by any means other than the Website are unauthorized from the point of view of the Company and cannot be agreed by the Parties in any way. The buyer should be very careful to ensure that the website used to buy DBX has the following URL: https://DBX.so/.
- 2.4. Residents of the US and PRC cannot participate in the distribution of DBX tokens.US and PRC citizens are strictly prohibited to use DBX smart contracts and/or purchase DBX tokens. The company in no way offers residents of these countries to purchase tokens. If a resident of the United States or China uses the DBX smart contract and/or purchases DBX tokens, this action and the conclusion of this Agreement are considered to have been committed on an illegal, unauthorized and fraudulent basis, and the Agreement will be invalidated. DBX shall not be liable under this Agreement if a US or PRC citizen acts as a User at the conclusion of the Agreement, or if DBX tokens are purchased on behalf of a US or PRC citizen. In this case, the Company may take all the necessary actions at its sole discretion, invalidate this Agreement, including sending information to the appropriate authorities.
- 2.5. Any individual or legal entity in the United States or China who uses the DBX smart contract and/or purchases DBX tokens, enters this Agreement on an illegal, unauthorized or fraudulent basis, bears full responsibility and is obliged to compensate the Company's losses, and take all the necessary actions to protect the relevant officers of current and future employees, directors, contractors, consultants, shareholders, providers, sellers, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors of the Company from any losses and liabilities related to losses, costs or expenses of any kind, whether direct or indirect, compensatory, incidental, actual, punitive or special costs, including, but not limited to the loss of business, income, profits, data, appointment, reputation, or other intangible losses ,incurred by the Parties to DBX, which arises as a result of illegal, unlawful, or fraudulent use of the DBX Distribution Contract by a US or PRC residents, unauthorized use of the SmartChain smart contract and/or receipt of DBX tokens.
- 2.6. Distribution of DBX Tokens to Company Parties. The Buyer understands and participates in the distribution of DBX tokens, including professionals who may develop and implement the DBX platform, or employees of future DBX projects, which can be run, using part of the funds raised during the distribution period of DBX tokens. The participation of all of the above mentioned Parties will be made on the same terms as of any other Buyer of DBX tokens, subject to all the terms of the Agreement.
- 2.7. Lack of Assurances and Guarantees. DBX digital windows will be distributed to Buyers in accordance with this agreement. Neither Party makes any promises or warranties to the Company, express or implied, including, without limitation, any warranties of ownership or implied warranties of commercial use or merchantability in relation to the DBX smart contract or DBX tokens, their usefulness, or the ability to purchase DBX tokens.
- 2.7.1. Neither Party represents or warrants to the Company that the process of purchasing or receiving DBX tokens will be uninterrupted or error-free, or that DBX tokens are reliable and free from errors. Thus, the Buyer acknowledges and understands that they may not receive DBX tokens, or lose the entire amount that they paid to the Company. The buyer undertakes to provide DBX with the exact digital wallet address, in order to receive an invoice for the purchase of DBX tokens, in accordance with the DBX smart contract.
- 2.8. Tokens are not securities, commodities, or swaps. DBX digital windows are not software, securities, commodities, securities swaps, or financial instruments of any kind. Buying and selling DBX tokens is not subject to any law, governing these types of financial instruments. This Agreement and all other documents mentioned in this Agreement, including "White Paper", and the Purchase Agreement, do not constitute a prospectus, offer, or offer to purchase investments.
- 2.9. Tokens are not investment vehicles. The Buyer's participation in the distribution of DBX tokens cannot be carried out for investment purposes. DBX digital tokens are not intended for investment and should not be considered as a type of investment, as provided by national legislation.
- 3.1. No Lending Rates or Participation Interests. Purchase of DBX tokens is not a loan from the Company in accordance with the law,and does not grant the Buyer any title to DBX property.
- 3.2. Intellectual Property. The company reserves all rights to the name, as well as profits from the whole intellectual property of the DBX platform, including, but not limited to inventions, ideas, concepts, code, discoveries, processes, methods, software, structures, formulas, techniques, information and data protected or not protected by copyright, trademark, as well as any trademarks created on their basis and protected by copyright or patents. The Buyer cannot use any intellectual property of the Company for any of their purposes without the prior written consent of the Company.
- 4.1. Data Security and Privacy. The Buyer will take appropriate necessary measures to ensure secure access to any device owned by the Buyer and used in connection with the purchase of DBX tokens, secret keys to the wallet or account and any login, password, or other identification data. If the Buyer loses access to the secret keys or any device associated with the User's account, or if the Buyer cannot provide a login or identification data, the Buyer may lose all DBX tokens and/or access to their account.
- 4.2. At the request of the Company, the Buyer will promptly provide any information and documents that the Company deems necessary to comply with any laws, regulations, rules, or agreements, including, without limitation, legal proceedings. Such documents include passport, driver's license, utility bills, photographs of persons associated with the User, government identification cards, sworn statements, or other documents. The buyer agrees to provide such information and documents to the Company in compliance with applicable laws, regulations, rules, or agreements. The Buyer acknowledges that the Company may refuse to provide them with DBX tokens or use them on the DBX platform until the requested information is provided.
- 4.3. Taxes. The User acknowledges, understands, and agrees that: the acquisition of DBX tokens may have tax consequences for the Buyer; the Buyer is solely responsible for complying with their tax obligations; and the COMPANY assumes no obligation or liability in relation to any tax consequences for the Buyer; the cost of DBX tokens does not include VAT, consumption, or other taxes.
- 5.1. By purchasing DBX tokens, the User declares and guarantees compliance for each Party of the Company with the following provisions:
- 5.1.1. Credentials. The Buyer has all the necessary competence and authority to execute and accept this Agreement, use the DBX smart contract, purchase tokens, as well as accept and fulfill its obligations under this Agreement.
- 5.1.2. A purchaser acting as an individual must be of legal age and capacity to purchase DBX tokens.
- 5.1.3. The buyer, acting as a legal entity, must be officially registered and must act in accordance with the legislation of the relevant jurisdiction, both at the place of registration and in each territory where their company runs a business.
- 5.2. Lack of Contradictions. The conclusion, signing, and execution of this Agreement will not lead to any violations, contradict, or contain the following materials by default , which may be distributed over time or after notification; any provision of the Buyer's organizational documents, if applicable; the provision of any regulation, order or decree to which the Buyer is a party and with which he is associated, or to which any of his tangible assets relates; any significant agreement, obligation, or debt of which Buyer is a party or is associated with; or any laws, regulations or rules applicable to the Buyer.
- 5.3. Lack of Consent or Approval. Implementation, delivery, and performance under this Agreement do not require approval or other action from any government agency, or a person other than the Buyer.
- 5.4. User Awareness and Project Risks. The user has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain technology, cryptographic tokens, and other digital assets, smart contracts, storage mechanisms (digital or token wallets), blockchain-based software systems, in order to assess the risks and benefits of purchasing DBX tokens, including the issues set out in this Agreement.
- 5.5. Financing. Funds, including virtual currency or cryptocurrency, that the Buyer uses to purchase DBX tokens, are not associated with any illegal activity, including money laundering or terrorist financing. The Buyer undertakes not to use DBX tokens to fund or support any illegal activity.
- 5.6. Payments. All payments by the User, in accordance with this Agreement, will be made only on the real behalf of the Buyer.
- 5.7. Compliance with Regulations. Combating money laundering and terrorist financing. The Buyer complies with all anti-money laundering and anti-terrorist financing requirements to the extent required by applicable law.
- 5.8. Compliance with Sanctions. Neither the Buyer, nor any person with a direct or indirect beneficial interest in the Buyer or the DBX tokens acquired by the Buyer, nor any person for whom the User acts as an agent or representative in connection with the DBX Tokens, is subject to the sanctions that are applied or executed by any country or government.
- 6.1. By using this Website, you agree to the "Disclaimer" and the established Rules, and accept the whole responsibility that may be assigned to you.
- 6.2. Information on this site is provided free of charge, and, by using this Site, you agree to waive any possible claims to us in connection with the content of the Website. Although the Website Administration makes every effort to ensure the correctness of the information posted on the Website, the Administration does not guarantee its accuracy and correctness. The Website Administration also does not assume responsibility for the operability and availability of the Site and its updating.
- 6.3. To the extent permitted by applicable law, we do not bind ourselves with any warranties (including, but not limited to the legal requirements for quality, fitness for purpose, observance of reasonable care and skills). The Administration disclaims any representations and warranties, the provision of which may otherwise be implied, and responsibility in relation to the Website, the Content, and their use.
- 6.4. Under no circumstances will the Website Administration be liable to any party for any direct, indirect or other damage, as a result of using information on this Website, or on any other site to which there is a hyperlink from our site, the occurrence dependence, decrease in productivity, dismissal, or interruption of labor activity, as well as expulsion from educational institutions, for any lost profit, suspension of economic activity, loss of programs or data in your information systems, or otherwise arising from access, the use or inability of the use of the Website, Content or any linked Internet site, or inoperability, error, omission, interruption, defect, downtime or delay in transmission, computer virus or system failure, even if the administration is explicitly informed of the possibility of such damage.
- 6.5. Disclaimer of Responsibility for Receiving or Increasing Income. All statements about receiving or increasing profits or income, as well as examples of receiving (increasing) profits or income that may be posted in the future or have already been posted on this Website, are only an approximate estimate of the possible earnings or increase in your current earnings, and do not guarantee that you will receive them. Considering the estimated profit or increase in future earnings as guaranteed, you should also assume the risk of not receiving it.
- 6.6. Specifying a concrete amount of income and using it in relation to a person or type of a business as the amount earned by them, does not guarantee that you will receive the same income. Considering the estimated profit or increase in future earnings as guaranteed, you also assume the risk of not receiving it. There is no assurance that any prior successes or results of previous activities, in relation to income generation, can be used as an indication of subsequent financial results.
- 6.7. The amount of income and its monetary value are based on many factors. We do not have information about the success of your activity in the future, as well as concerning you personally or your personal data, about the ethical principles used by you, business skills, or algorithms of activity, and we do not guarantee the consequent probability of receiving any large, small, or any amount of money. We do not guarantee that you will receive similar amounts. Considering the estimated profit or increase in future earnings as guaranteed, you should also assume the risk of not receiving it.
- 6.8. Doing business over the Internet and the associated profit-making come with unknown risks. The decision to engage in such activities cannot be based on any information posted on our products, regarding the services provided by us, presented on the Website, and should be made solely, given the possible significant (or minor) losses, or non-profit.
- 7.1. DBX tokens may lose value. The user can lose all the invested funds. The user understands and accepts the following risks associated with buying tokens, owning tokens, and using them to provide or receive company services. By purchasing tokens, the buyer fully understands and accepts all the associated risks.
- 7.2. Lack of Legal and Functional Characteristics. DBX tokens have no legal characteristics, purpose, scope, external features, functions, or characteristics, express or implied. DBX tokens do not give holders the right to use the DBX platform, even if the DBX platform is up and running, the DBX software development is completed, and the DBX software is implemented and deployed.
- 7.3. Blockchain Delay Risk. The User acknowledges and understands that the blockchain may not carry out the User's transaction at the time when the User expects, and the Buyer may not receive DBX tokens on the same day the Buyer transferred the payment.
- 7.4. Token Security. DBX tokens may be subject to alienation and/or theft. Hackers or other criminal groups or organizations may attempt to harm in a variety of ways, including, but not limited to malware attacks, DOS attacks, concerted attacks, smurf attacks, and spoofing. In case of software errors or irreparable defects, no legal protection, refund, or compensation is guaranteed to DBX token holders.
- 7.5. Access to Private Keys. DBX digital tokens can be stored by the Buyer in a digital wallet, which requires a private key or a combination of private keys to access. Accordingly, the loss of the required private key (s) associated with the Buyer's digital wallet, where the DBX tokens are located, will mean the loss of DBX tokens, the inability to access the balance of DBX tokens, and/or any initial balances in the blockchain created by third parties. Moreover, any third party that gains access to such private key (s), including by gaining access to the wallet, can appropriate the Buyer's tokens. The company is not responsible for such losses.
- 7.6. New Technologies. The DBX software, DBX platform, and all of the issues set out in the “White Paper” are new and untested. DBX software may not be suitable for completion, implementation, or deployment. Perhaps the blockchain using DBX software will never be launched and the DBX operating platform will not be implemented. The user should not rely on the DBX software or the ability to obtain tokens associated with the DBX platform in the future. Even if the DBX software is completed, implemented, and deployed, it may not function as intended, and any tokens associated with the blockchain using the DBX software may not have the functionality that is desirable or of value. Besides, due to the constant change in technology, DBX tokens may become obsolete.
- 7.7. Dependence on Third Parties. Even upon completion of development, the DBX software will be wholly or partly dependent on third parties to implement it, and continue developing, maintaining, and supporting it. No representations or warranties are provided that third parties will complete their work, fulfill their obligations duly, or otherwise satisfy anyone's needs that could materially and adversely affect the DBX software and the DBX platform.
- 7.8. Changes in DBX Software. DBX software is still under development and may undergo significant changes over time. While the company plans to incorporate the functionality and features outlined in the “White Paper” into the DBX software, DBX may make changes to such features and performance for a variety of reasons, any of which could mean that the DBX platform is not compliant with the Buyer's expectations.
- 7.9. Completion of the Project. DBX software development can be canceled for a number of reasons, including lack of public interest, lack of funding, lack of commercial success or prospects, or the departure of key employees.
- 7.10. Lack of Interest. Even if the DBX software is completed and deployed, and the DBX platform is launched, the platform's continued success depends on the interest and participation of third parties, such as developers and involved professionals. There is no representation or guarantee that there will be sufficient interest or participation in the DBX platform.
- 7.11. Uncertain Regulatory Framework. The regulatory status of cryptographic tokens, digital assets, and blockchain technology is undefined or unregulated in many jurisdictions. It is difficult to predict how and whether government agencies will regulate such technologies. In addition to this, it is difficult to predict how and whether any government agencies will make changes to existing laws, regulations and/or rules that affect cryptographic tokens, digital assets, blockchain technology, and its applications. Such changes could negatively affect DBX tokens. The company may stop distributing DBX tokens, develop DBX software, or cease operations in the jurisdiction if the government finds it illegal or undesirable.
- 7.12. Risk of Government Intervention. As noted above, the industry in which the company operates is new and may be subject to increased oversight and oversight, including the possibility of investigations or enforcement. There is no guarantee that government agencies will not investigate the company's activities and/or exercise their powers against it. Such activity of state bodies can be the result of a targeted influence on the Company. All of these may impose legal obligations on DBX, pay fines or penalties, or cause DBX to restructure its operations and activities, or stop offering certain products or services. All of these can damage DBX's reputation or lead to increased operating costs, which can have a material adverse effect on DBX tokens and/or DBX software development.
- 8.1. Limitation of Liability. To the fullest extent permitted by applicable law, the Buyer disclaims any rights or grounds for action of any kind against DBX Parties in any jurisdiction that could result in the loss for any DBX party. Neither Party to DBX shall be liable to the Buyer for any kind of damage, even if the Parties to DBX have been advised of the possibility of such damage. The Buyer agrees not to seek compensation or reimbursement from DBX, regardless of the reason and whether or not the reason is specified in this Agreement.
- 8.2. Damage. In accordance with this Agreement, the aggregate joint and several liabilities of the DBX Parties (regardless of whether it is related to a contract, surety, or another basis) for damage to the User may under no circumstances exceed the amount received by DBX from the Buyer.
- 8.3. Force Majeure. The Buyer understands and agrees that the company is not responsible for and disclaims all obligations to the Buyer in Force Majeure cases, including natural disasters, labor disputes, or other industrial disturbances, malfunction of electrical, telecommunications, hardware devices, defects and flaws in software and smart contracts, earthquakes, storms, or other natural events, blockades, embargoes, riots, government actions or orders, terrorist acts or hostilities, technological changes, fluctuations in interest rates, or other monetary conditions and, for the avoidance of doubt, changes in any protocol related to the blockchain.
- 8.4. Disclaimer. To the fullest extent permitted by applicable law, the Buyer releases the DBX Parties from obligations, liability, claims, claims, or losses (direct and indirect) of any kind and nature, known and unknown (including claims for damages), arising from or related to disputes between the Buyer, and acts or omissions of third parties.
- 8.5. Compensation. To the fullest extent permitted by applicable law, the Buyer will indemnify, defend and hold DBX Parties indemnified against any proceedings, claims, damages, and actions (including, without limitation, attorneys' fees and costs) incurred by DBX Party, arising out of : purchase or use of DBX tokens by the Buyer; obligations or obligations of the User under this Agreement; violation or non-fulfillment of this Agreement by the Buyer; a misunderstanding of any statement or warranty by the Buyer; violation of the rights of any other person or organization by the Buyer; and/or any act or omission of the Buyer that is negligent, illegal, or willful misconduct.
- 8.6. DBX reserves the right to exercise exclusive control over any claim for damages at Buyer's expense, in accordance with Section 8.5. This compensation is in addition to, and not in lieu of any other refunds specified in the written agreement between the User and DBX.
- 9.1. Pre-trial Dispute Resolution. The Buyer and the Company must cooperate in good faith to resolve any dispute, controversy, or claim arising from this Agreement, with respect to the formation, application, violation, termination, legality, or enforceability (“dispute”). If the Parties are unable to resolve the dispute within ninety (90) days from the notification of such a dispute received by all Parties, this kind of a dispute will be finally resolved through arbitration in accordance with the following section.
- 9.2. Binding Arbitration. Any dispute, not resolved within 90 days as specified in Section 9.1, will be resolved in accordance with the rules of the International Arbitration Center ("IAC"). The parties undertake to immediately comply with any decision and waive their right to appeal the case in any form, since such a waiver may be valid. The Company and the Buyer shall pay their own legal costs. However, the Company reserves the right, at its sole discretion, to assume responsibility for any or all costs of the arbitration.
- 9.3. No Class Arbitration, Class, or Representation Claims. Any dispute arising between the Buyer and the Company is personal and cannot be presented in the form of a class, collective, or any other representative legal action. Group arbitration, or arbitration in which a person tries to resolve a dispute as a representative of another person or group of persons, is not possible. In addition, a dispute cannot be filed as a class or other representative action, whether inside or outside the arbitration process, or on behalf of any other person or group of persons.
- 10.1. Governing Legislation. This Agreement is governed in all respects, including its formation, application, violation, termination, validity, or enforcement, in accordance with human rights.
- 10.2. Completion of Agreement. This Agreement, including attachments and materials incorporated by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties in relation to the subject matter of this Agreement, including without limitation, any public or other statements or presentations made by any Party to the Company about DBX tokens, DBX smart contracts, DBX platform.
- 10.3. Modification of the Agreement. The Company may change this Agreement at any time by posting an updated version on the website. The new terms will come into force upon posting. The user is responsible for regularly monitoring changes to this Agreement. The date of the last update of this Agreement is indicated at the beginning of this Agreement.
- 10.4. Termination of the Agreement. The Company reserves the right to terminate this Agreement at its sole discretion if the Buyer violates this Agreement.
- 10.5. No Possibility of Waiver of Rights. The Company's failure to exercise or enforce any rights or provisions of this Agreement will not constitute a present or future waiver of such rights or provisions and does not limit the Company's right to enforce such right or provision at a later time. All refusals by the Company must be clear and in a written form in order to be valid.
- 10.6. Electronic Messages. The Buyer agrees and acknowledges that all agreements, notices, information, and other messages that the company provides the Buyer with, in accordance with this Agreement or in connection with the Buyer's purchase of DBX tokens, including this Agreement, may be provided to the Buyer in electronic form at the company's discretion.
- 10.7. To resolve disagreements in case of discrepancies between the different language versions of this Agreement, the English version of the Agreement will be considered the main one.