PREDIX.NETWORK

GENERAL DISCLAIMER

All the information on this website - https://predix.network/ - is published in good faith and for general information purpose only. Predix Network does not make any warranties about the completeness, reliability and accuracy of this information. Any action you take upon the information you find on this website (Predix Network), is strictly at your own risk. Predix Network will not be liable for any losses and/or damages in connection with the use of our website. From our website, you can visit other websites by following hyperlinks to such external sites. While we strive to provide only quality links to useful and ethical websites, we have no control over the content and nature of these sites. These links to other websites do not imply a recommendation for all the content found on these sites. Site owners and content may change without notice and may occur before we have the opportunity to remove a link which may have gone 'bad'. By using our website, you hereby consent to this disclaimer and agree to its terms.

Token Purchase Agreement


This Token Purchase Agreement (the “Agreement”) summarizes the principal terms proposed by Predix Network, the team (the “Seller”), regarding the trade/sale/purchase of digital tokens which will be issued and then transferred by the "Ethereum Contract" to You (the “Buyer”) or from the Buyer to the Seller.
Please read carefully this Agreement before purchasing Predix Tokens (PRDX), as it affects your obligations and legal rights, including, but not limited to, waivers of rights and limitation of liability. If you do not agree with this Agreement, you shall not purchase Predix Tokens (PRDX). By purchasing Predix Tokens (PRDX) during the Initial Distribution set forth herein from the Seller, you will be bound by this Agreement, thus your purchase of Predix Tokens (PRDX) is subject to this Agreement.

RECITALS

WHEREAS , the Seller should develop Predix – a decentralized network, which allows users to primarily use functions written in special contracts uploaded to the Ethereum Network, such as "simulated Staking" and the use of "Prediction Markets" as explained in the Whitepaper; and WHEREAS , the Seller will issue its ERC20 digital tokens called Predix Tokens (PRDX), which will be used as the utility tokens through the Ethereum Contracts and the predix.network website (as a facilitator); and WHEREAS , the Buyer wants to purchase Predix Tokens (PRDX) pursuant to the terms and conditions set forth herein. NOW THEREFORE , in mutual consideration of the covenants and agreements contained herein, the Seller and Buyer agree as follows:

1. USE OF PREDIX TOKENS (PRDX)

The Buyer understands and accepts that Predix Tokens (PRDX) will be used as utility tokens. The Buyer expressly agrees that Predix Tokens (PRDX) are not securities, are not registered with any government entity as the securities, shall not be considered as such, are not intended to be commodity or any other kind of financial instrument, do not represent any share, stake, security or equivalent rights, including, but not limited to, any right to receive future revenue shares and intellectual property rights, and do not represent any ownership right. The Seller has prepared a Whitepaper to describe some matters related to the Ethereum Contracts and the website, including, but not limited to, any technological aspects and software matters. However, the Seller’s Whitepaper shall in no way be deemed as constituting a legally binding agreement, contract, decision etc. between the Seller and the Buyer. This Agreement entirely regulates relations between the Parties and overrides any prior negotiations or otherwise implied terms of cooperation between the Parties.

2. SCOPE OF TERMS

The Buyer hereunder commits to purchase Predix Tokens (PRDX) for the Ethereum (ETH) cryptocurrency, and the Ethereum Contract Code provided by the Seller is in charge of delivering Predix Tokens (PRDX) to the Buyer. The purchase amount and the numbers of Tokens will be shown in the moment of such purchase, on the terms agreed by the Parties or set forth on this Agreement. There will be an interface in the website to facilitate the transaction between the Buyer and the Seller, but the Buyer can also choose to deal directly with the Ethereum Contract Code if preferred. The number of Predix Tokens (PRDX) per ETH (Ethereum) are pre-determined by the Ethereum Contract Code and merely displayed on our website. The Seller highly recommends the Buyer to read the Ethereum Contract Code provided at the moment the Initial Distribution starts so there are no doubts about its functionality. If the Buyer lacks the necessary expertise to do so, the Seller recommends that the Buyer reaches out to professionals that might be able to help audit the code before any purchase should be made. Unless otherwise stated herein, this Agreement governs the purchase of Predix Tokens (PRDX) by the Buyer from the Seller during the Initial Distribution, which starts on September 5, 2020 and is set to last for the maximum period of 1 week, with the possibility of ending much sooner, considering the code can run out of Predix Tokens (PRDX) to continue the distribution. The dates and time of the Initial Distribution may be changed by the Seller. The Seller will notify the Buyer on the Seller’s website ( https://predix.network/ ) or by other means of communication between the Seller and the Buyer.

The use of Predix Tokens (PRDX) and relations between the Seller and Buyer might be governed by any other applicable terms and policies, including, but not limited to, the Initial Distribution agreements (Token Purchase Agreement, Terms & Conditions). The Buyer agrees and acknowledges that, to the extent applicable to the Buyer, all statutory obligations in connection with taxes incurred, directly or indirectly, in connection with the Buyer’s purchase, ownership and subsequent transfer of Predix Tokens (PRDX), shall be THE SOLE RESPONSIBILITY OF THE BUYER.

3. ACCEPTANCE, PURCHASE PRICE AND PAYMENT

By signing this Agreement and/or by buying Predix Tokens (PRDX) hereunder, the Buyer expressly accepts all terms and conditions described herein and agrees to be bound thereby and comply therewith.

The token price shall constitute 1 ETH (one Ethereum) for 500 (five hundred) Predix Tokens (PRDX). There's no minimum or maximum contribution limit and there will be a limit of 300,000 (three hundred thousand) Predix Tokens available on the Ethereum Contract Code. The Buyer can also choose to sell any Predix Tokens (PRDX) that were already acquired back to the Ethereum Contract Code for the same price AS LONG AS THE INITIAL DISTRIBUTION IS STILL ACTIVE. Please note that there are also fees involved with the use of the Ethereum Network, and these simply cannot be recovered. If the Buyer does not agree with the fees from the Ethereum Network, then the Buyer should not proceed with the purchase or sale of Predix Tokens (PRDX).

In order to purchase Predix Tokens (PRDX), the Buyer shall send ETH (Ethereum) in the amount which is equivalent to the amount of Predix Tokens (PRDX) the Buyer is willing to receive for such payment to the Ethereum Distribution Contract Address of the Seller. The Seller is not liable for the inability of the Buyer to receive or use Predix Tokens (PRDX) because of Buyer’s failure to follow any of the requirements and procedures of the Seller or due to any possible misrepresentations of the Buyer or technical failures due to the Ethereum network and the Ethereum Contract Code and shall not make any refunds of prior contributions.

4. OTHER CONDITIONS OF THE PREDIX INITIAL DISTRIBUTION

The Seller will issue a total supply of 1,600,000 (one million and six hundred thousand) Predix Tokens (PRDX). The Initial Distribution will distribute a total of 300,000 (three hundred thousand) Predix Tokens (PRDX) out of these. The remaining tokens are either reserved for the team, project expenses, and/or for different functions of the Predix Token which can be read about in the Whitepaper and the website. Some of these tokens will be locked by the code set from these special Ethereum Contracts to allow certain functionalities to occur, and from this point forward might not be controlled anymore by the Seller, as in a Decentralized Experiment. While the team behind the Predix Network will strive to deliver on its ideas, this project is still in development and is subject to unpredictable changes, such as but not limited to technical issues/failures that could happen due to the written code or the Ethereum network. The Ethereum acquired from the Initial Distribution will be reserved for project functionalities, project expenses/maintenance and for the team. If the Initial Distribution runs out of tokens to distribute, the Ethereum Contract Code will stop accepting purchases from the Buyers, and the Initial Distribution will come to an end. The Buyer may not purchase Predix Tokens (PRDX) from the website or the Ethereum Contract Code after this point.

5. THE BUYER’S ETH-WALLET (Ethereum Wallet)

To receive Predix Tokens (PRDX), the Buyer shall have an Ethereum Wallet that accepts ERC20 tokens (such as the Predix Token (PRDX)) and a private key to it to ensure its own security. The Buyer may be required to manually set his/her ETH-Wallet to watch the Contract Address to see/send/receive Predix Tokens (PRDX) after the distribution by the Ethereum Distribution Contract. Use of any online exchange services (E.G., Binance, Kraken, Coinbase, Poloniex, etc.), as well as use of Jaxx and multi-signature wallets to receive purchased Predix Tokens (PRDX), and thus to make payment, WILL LEAD TO THE LOSS OF ALL ETH (ETHEREUM) paid hereunder. In this case, the Buyer also will not be able to receive the purchased Predix Tokens (PRDX). The Buyer shall not use any online exchange services, Jaxx, and multi-signature wallets to receive purchased Predix Tokens (PRDX). The Buyer hereunder confirms, represents and warrants that he/she will use only a wallet he/she has a private key in order to receive purchased Predix Tokens (PRDX). The following wallets are known to be compatible with Ethereum tokens (ERC-20 standard): MyEtherWallet, MetaMask, Mist, Parity, imToken, Trust, Coinomi, etc. The Ethereum Distribution Contract coded by the Seller is set to deliver Predix Tokens to the Buyer as soon as the transaction is confirmed by the Ethereum network and Predix Tokens are still available.

6. SOURCE OF FUNDS

The funds used for the payment hereunder shall not directly or indirectly come from any illegal sources. The Buyer hereby expressly represents and warrants that he/she is not using any proceeds of criminal or illegal activity, including money laundering of any form. The Buyer agrees to hold the Seller harmless of any investigation or proceedings related to the source of Buyer’s funds transferred to the Seller in the course of the Predix Initial Distribution. The buyer also warrants to the Seller that no transaction involving Predix Tokens (PRDX) will be used to facilitate any criminal or illegal activity, including money laundering and terrorism financing.

7. EXCHANGES

Purchased Predix Tokens (PRDX) may be sold and transferred by the Buyer at any time after the Initial Distribution ends via cryptocurrency exchanges at his/her own risk and without any interference of the Seller, provided that Predix Tokens (PRDX) are listed on any of the cryptocurrency exchanges. The Buyer acknowledges that the Seller cannot ensure and/or secure listing of the Predix Tokens (PRDX) on such exchanges as it is the discretion of cryptocurrency exchanges whether to list Predix Tokens (PRDX).

8. REFUND, CANCELLATIONS AND REPAYMENT

The Buyer acknowledges and accepts that following the completion of the Initial Distribution, the Seller is entitled to use received payments to finance the Seller’s operational activities, development and marketing. To the extent allowable pursuant to applicable law, the Buyer’s purchase of Predix Tokens (PRDX) from the Seller is final. No refunds and/or cancellations are applicable to the Initial Distribution, unless otherwise specified in this Agreement.

9. PURCHASE LIMITATIONS

Prohibited Jurisdictions: Predix Tokens (PRDX) are intended to be marketed and sold to participants only in those jurisdictions and to those persons where and to whom they lawfully may be offered for sale. By signing this Agreement and/or by buying Predix Tokens (PRDX) hereunder, the Buyer represents and warrants that the Buyer does not violate the laws of his/her country and the territory where he/she is located. The Seller may refuse from transactions with any person identified as citizen or permanent resident of prohibited jurisdictions, unrecognized and/or partly recognized territories and/or states. The Buyer understands and agrees that it is the Buyer’s obligation to ensure compliance with any legislation relevant to your country of domicile concerning use of the website ( https://predix.network ), and that the Buyer should not accept any liability for any illegal or unauthorized use of the website ( https://predix.network ).
Sanction Policy: The Seller may refuse from transactions with any person (a) identified or acting on behalf of any person indicated as a “Specially Designated National”; (b) established in, resident in, or otherwise operating from countries or territories subject to Sanctions lists issued by United Nations, European Union, UK Treasury and US Office of Foreign Assets Control (OFAC), as well as sanctions lists of the jurisdictions in which we (The Seller) operate. Certain jurisdictions restrict or have specific regulation concerning the offer, sale and/or purchase of Cryptocurrencies and/or tokens through the Initial Distribution, which should be analyzed by the Buyer before any action is taken.

10. REPRESENTATIONS AND WARRANTIES

By signing this Agreement and/or by buying Predix Tokens (PRDX) hereunder, the Buyer represents and warrants that:
(a) he/she is of an age of majority to enter into this Agreement, meets all other eligibility and residency requirements, and is fully able and legally competent to agree on the terms, conditions, obligations, affirmations, representations and warranties set forth herein; (b) he/she has an in-depth knowledge and deep understanding of the cryptoassets market, Blockchain-based systems and cryptocurrencies; (c) he/she is aware of and knows how to manage all the merits, risks and any restrictions associated with crypto market, Blockchain-based systems and cryptocurrencies; (d) he/she understands that crypto market is highly speculative and volatile in nature and that this Agreement is in no way an investment advice or an offer to invest; (e) he/she agrees and acknowledges that Predix Tokens (PRDX) are not to be construed, interpreted, classified or treated as: any kind of currency other than cryptocurrency; debentures, stocks or shares issued by any person or entity; rights, options or derivatives in respect of such debentures, stocks or shares; rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss; units in a collective investment scheme; units in a business trust; derivatives of units in a business trust; or any other security or class of securities.

By agreeing to this Agreement, the Buyer warrants that neither he/she, nor any individual or entity that he/she represents, (i) appear on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“ OFAC ”), nor are they otherwise a party with which the Seller is prohibited to deal under the laws of the United States, or (ii) is a person identified as a terrorist organization, appearing on any other relevant lists maintained by governmental authorities. Because of the mentioned regulations, residents and/or citizens of the following geographic areas shall not be entitled to participate in the Initial Distribution: Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine (banned countries).

The Buyer further represents and warrants that (if You are a natural person): (i) he/she is not a person who is or has been entrusted with prominent public functions, such as a Head of State of government, a senior politician, a senior government, judicial or military official, a senior executive of a state-owned corporation, an important political party official, or a close family member or close associate of any such person, and (ii) the monies used to fund the purchase of Predix Tokens (PRDX) are not deriving from, invested for the benefit of, or related in any way to, the governments or persons within any country (1) under a U.S. embargo enforced by OFAC, (2) that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force on Money Laundering, or (3) that has been designated by the U.S. Secretary of the Treasury as a “primary money laundering concern.”

11. ACKNOWLEDGMENT AND ASSUMPTION OF RISKS

By signing this Agreement and/or by buying Predix Tokens (PRDX) hereunder, the Buyer represents/warrants and accepts that:
(a) there are certain risks associated with purchasing Predix Tokens (PRDX), holding Predix Tokens (PRDX), and using Predix Tokens (PRDX). By purchasing Predix Tokens (PRDX), the Buyer expressly acknowledges and assumes such risks, including, but not limited to, risk of losing access to tokens due to loss of password(s), risk of cyber-attacks, risk of hacking and security weaknesses, risks associated with markets for tokens, etc. (b) that the Predix Network concept is still in a development stage and is yet to be proven. Thus, there is no warranty that the process of issuing Predix Tokens (PRDX) will be uninterrupted or error-free and there is an inherent risk that the Predix website might contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of funds and/or Predix Tokens (PRDX). (c) that the Blockchain technology allows new forms of interaction and that 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 Predix Network and which may, inter alia, result in substantial modifications of the Predix Network and/or the Predix Token (PRDX), including its termination and the loss of Predix Tokens (PRDX) for the Buyer. (d) there is always a possibility of change of token distribution regulations across the world, including, but not limited to, possibility of token distribution bans in particular jurisdictions, and thus the Seller cannot be responsible for these regulatory changes, as well as cannot guarantee any refunds and cancellations in such event.

12. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

The Predix Tokens (PRDX) are to be provided on an “as is” basis and without any warranties of any kind, either expressed or implied. The Buyer assumes all responsibility and risks with respect to the purchase of any amount of the Predix Tokens (PRDX) and their use. The Buyer hereunder expressly agrees that, to the extent allowable by applicable law, the Seller shall not be held liable to and shall not accept any liability, obligation or responsibility whatsoever for any change of the value of the Predix Tokens (PRDX). The Buyer understands and expressly agrees that the Seller shall not guarantee in any way that the Predix Tokens (PRDX) will be ready for sale or transfer to third parties during or after the Initial Distribution. The Buyer understands and agrees that it is his/her obligation to ensure compliance with any legislation relevant to his/her country of domicile concerning the purchase of the Predix Tokens (PRDX), and that the Seller should not accept any liability for any illegal or unauthorized purchase of the Predix Tokens (PRDX). The Buyer agrees to be solely responsible for any applicable direct or indirect taxes, duties, levies imposed on the acquisition, ownership and subsequent transfer of Predix Tokens (PRDX) purchased hereunder.

13. INDEMNIFICATION

To the extent allowable pursuant to applicable law, the Buyer shall indemnify, defend, and hold the Seller and/or its subsidiaries, team members, affiliates, directors, officers, employees, agents, successors, and permitted assignees harmless from and against 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 Buyer arising out of a breach of any warranty, representation, or obligation hereunder.

14. JURISDICTION AND DISPUTE RESOLUTION

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 Brazil. Any controversy or claim arising out of or relating to this Agreement or the breach thereof, shall exclusively be settled by the International Arbitration and Cryptography Centre Limited (hereinafter – “IACC”). The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language of the arbitration shall be English. The hearings will be held online in accordance with IACC Rules.

15. MISCELLANEOUS

No provision of this Agreement shall be considered waived unless such waiver is in writing and signed by the party that benefits from the enforcement of such provision. 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 hereof. 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 terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Seller may assign the Seller’s rights and obligations under this Agreement. Any notice or other communication given or made under this Agreement shall be and may be delivered in electronic form. The Seller shall in no way be liable for any delay or failure to perform any obligations under this Agreement as a result of a cause beyond the Seller’s reasonable control. This Agreement and purchasing of Predix Tokens (PRDX) by the Buyer shall in no way create any exclusive relationship between the Buyer and the Seller nor any partnership, joint venture, employment or agency.

Any doubts, please use the contact form on the website or send an email directly to team@predix.network