PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING THE "CREATE ACCOUNT" BUTTON OR BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE.
PLEASE BE AWARE THAT:
1. Summary of Terms of Service
This Membership Agreement (the "Agreement") is made between:
(1) EDSX, a company incorporated in Switzerland, Zug whose registered office is at Baarerstrasse 82, 6302 Zug, c/o AbaFin Treuhand AG, Switzerland;
(2) You, as a EDSX member.
This Agreement is a binding contract between you and us, and it sets out your and our rights and obligations with respect to your membership of EDSX and use of the platform. In executing this Agreement, you are indicating that you agree to adhere to, and be bound by, all of its terms.
PLEASE BE AWARE THAT:
This summary of our Terms of Service offers you an overview of the key terms that apply to your use of our website and trading services. While we hope this summary section is helpful, you should read the complete Terms of Service below since they provide important information about how our services work. Please note that EDSX is a decentralized peer to peer security token (or digital assets) bulletin board. We refer to our online services where you can start the execution of trades as "EDSX".
EDSX provides you with a platform where you can match your trades with orders from other users of our services at your direction. On the blockchain, users are also able to predetermine a trade with a particular user or with a particular account.
In EDSX an order cannot be partially filled (AON – All or None) or filled by multiple matching orders.
- Our Services
EDSX provides you with a simple and convenient way to trade legal tender (such as U.S. dollars and Euros) for digital assets (such as securities, shares, bonds, etc) or digital currencies and vice versa, and to trade one type of digital currency for another type of digital asset. You may also use our Services to purchase and sell digital assets directly from and to us. Additionally, the range of services available to you may depend in part upon the country from which you access EDSX.
- Eligibility and Acceptable Use
You must meet certain eligibility criteria to use EDSX. For instance, you must be an adult and there are certain locations from which you may not be able to use some or all of EDSX services. Additionally, there are certain things you cannot do when using EDSX, such as engage in illegal activities, lie, or do anything that would cause damage to our services or systems. Please see the acceptable use section for more details.
- Trading Risks
Engaging in trades may be risky. Please don't use EDSX or any of the trading options if you do not understand these risks.
- Other Important Legal Terms
There are important legal terms provided below in the complete Terms of Service, including your indemnification responsibilities, our limitation of liability and warranty disclaimers, and your agreement to arbitrate most disputes. Please take the time to read these terms carefully. You can always contact us through support if you have any questions firstname.lastname@example.org.
2. Complete Terms of Service
This Membership Agreement (the "Agreement") is made between:
(1) EDSX, a company incorporated in Switzerland, Zug whose registered office is at Baarerstrasse 82, 6302 Zug, c/o AbaFin Treuhand AG, Switzerland;
(2) You, as a EDSX member.
This Agreement is a binding contract between you and us, and it sets out your and our rights and obligations with respect to your membership of EDSX and use of the platform. In executing this Agreement, you are indicating that you agree to adhere to, and be bound by, all of its terms.
PLEASE BE AWARE THAT:
These Terms of Service and any terms expressly incorporated herein ("Terms") apply to your access to and use of the websites and mobile applications provided by EDSX and its wholly owned platforms (collectively, "EDSX", "we", or "us"), and the trading and direct sale services provided by EDSX as described in these Terms (collectively, our "Services").
Terms not otherwise defined in these Terms will have the following meaning:
- "External Account" is a synonymous of “Financial Account”.
- "Digital Asset Account" means any Digital Asset address or account owned or operated by you that is maintained outside of the Services, and is not owned, controlled or operated by EDSX.
- "Digital Asset" means crypto-currencies or financial securities that may be purchased, sold or traded via the Services.
- "EDSX Account" means a user account accessible via the Services where, however, Funds cannot be stored inside the platform (it is necessary to have an external account).
- "Legal Tender" of “FIAT” means any national currency, such as euro, that may be used in connection with a purchase or sale of Digital Assets via the Services and does not include any Digital Asset.
- "Funds" means Digital Currency and/or Legal Tender.
- "Financial Account" means any financial account of which you are the beneficial owner that is maintained by a third party outside of the Services, including, but not limited to third-party payment service accounts or accounts maintained by third party financial institutions.
EDSX may not make the Services available in all markets and jurisdictions and may restrict or prohibit use of the Services from certain foreign jurisdictions ("Restricted Locations"). If you are registering to use the Services on behalf of a legal entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf.
You further represent and warrant that you: (a) are of legal age to form a binding contract (at least 18 years old in Switzerland); (b) have not previously been suspended or removed from using our Services; (c) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party; (d) are not located in, under the control of, or a national or resident of (i) any Restricted Locations, or (ii) any country to which the ONU has embargoed goods or services; and (f) will not use our Services if any applicable laws in your country prohibit you from doing so in accordance with these Terms.
You must inform us as soon as reasonably practicable if you cease to be eligible to be a member. If you inform us, or if we otherwise discover, that you have ceased to be eligible as a member, your membership will be suspended. If you later become eligible to be a member again and inform us of this, your EDSX membership may be reinstated at our discretion.
2.2. EDSX Account
- Number of EDSX Accounts. You may only become a member of EDSX once. You may not attempt to create multiple memberships for yourself by using different email addresses or other identifying information. If you attempt to do so, your membership may be terminated.
- Agents. If you are a corporate member, an unincorporated member or a government member, you must designate at least one natural person to take actions on your behalf. We refer to this person as your "Agent". Your Agent is the person who provided his or her name as your appointed representative in the joining form on the platform. Should you wish to replace your Agent at any time, you may do so by having either the outgoing Agent or one of your directors or officers notify us. Your Agent is not an individual member (except to the extent that he or she joins separately as such) and only has rights and obligations under this Agreement to the extent that he or she is, or purports to be, acting for you. Throughout this Agreement, any reference to "you" which relates to taking a particular action through the platform or doing anything else that only a natural person can physically do, shall be read as a reference to your Agent doing so on your behalf, while any other reference to "you" shall be read as a reference to you as a corporate member, an unincorporated member or a government member.
- Access. Access to the EDSX platform is performed using an authentication token. The authentication token may be a username and password pair, setup by you, or an authentication token provided by an external platform on which you have an account. Your EDSX membership is personal to you and is not transferable. As long as the correct authentication token is used, we will assume that you are the person conducting activity on the platform. You may have one or more authentication tokens and we may or may not ask you for additional authentication tokens to allow you to perform specific actions on the platform. You may not permit any other person or device to access your authentication tokens (including, but not limited to, sharing or accidentally disclosing your authentication tokens). In the event you do, you will be fully responsible for all actions on the platform by the person or device to whom you permitted access and by any other person or device to whom that person or device permitted access, and we will not be liable to you for any losses, damages or costs arising from you permitting access to your authentication tokens. You should note that we may terminate or suspend your access to the platform under specified circumstances as described below.
- EDSX Account information and security. In order to engage in any trades via the Services, you must create a EDSX Account and provide any requested information. When you create a EDSX Account, you agree to: (a) create a strong password that you do not use for any other website or online service; (b) provide accurate and truthful information; (c) maintain and promptly update your EDSX Account information; (d) maintain the security of your EDSX Account by protecting your password and restricting access to your EDSX Account; (e) promptly notify us if you discover or otherwise suspect any security breaches related to your EDSX Account; and (f) take responsibility for all activities that occur under your EDSX Account and accept all risks of any authorized or unauthorized access to your EDSX Account, to the maximum extent permitted by law. Your authentication tokens are the methods used by us to identify you and so you must keep them secure at all times. You must notify us immediately if you learn or suspect that the security of your username or password, or of the account or accounts you use to sign in to the platform, may have been breached. If we receive such a notification from you or determine ourselves that the security of on of your authentication tokens may have been breached, you will not be able to access the platform until measures have been taken to verify your identity.
- Issuer. Issuers are the sole responsible for their landing page where an investor can actually send an interest to invest. Issuers’ pages are completely managed by the issuers. An issuer is the solely responsible for any content posted on the platform, including profile, information about the business for which it is seeking capital, information posted in connection with a post-investment process and any other information posted.
- Members/users. You are solely responsible for any content you post on the platform, including your profile, messages to other members, posts on the forum, and any other information you post. You may not post, transmit or share information on the platform that you do not own or have permission to display, publish or post. Neither we nor other EDSX members shall be liable for your content, and you agree to compensate us and other EDSX members for any loss, damages or costs arising from or in connection with any content you post on the platform.
- Interactions with Other EDSX Members. You are solely responsible for your interactions with other EDSX members. We reserve the right, but are not obliged, to monitor actions and disputes between you and other EDSX members, and we reserve the right to remove any communications that you post that we consider to be abusive, trolling, spam, or otherwise inappropriate (including any discussion of commencing legal action).
2.3. Relationship With You
- Membership. Upon execution of this Agreement, you will become a EDSX member, and you will remain a EDSX member until and unless your membership is terminated or suspended. Our obligations to you as a member are as set forth in this Agreement. You are not our customer or client.
- No Advice. We do not provide advice or recommendations with respect to any aspect of transactions conducted through the platform, other than advice on the technical use of the platform. This means, among other things, that we cannot give you any investment, legal, taxation or other advice in connection with your membership or any investments you make through the platform, and nothing on the platform or in any communications we send to you is intended to constitute advice or a recommendation. If you need or want advice, you should consult an appropriate professional financial, legal, taxation or other advisor.
- No Offering to the Public and no reliance on information contained. The opportunity to invest in the shares of a business, is offered to you by the issuer not by EDSX. EDSX is providing a virtual space to the issuer to organize its offering documentation and to use smart contracts to manage security tokens and crypto currency. Nothing on our website should be construed as a solicitation, offer, or recommendation to acquire or dispose of any investment or to engage in any other transaction. Nothing contained on the EDSX website constitutes investment, legal, tax or other advice nor is it to be relied on in making an investment or other decision. You should obtain relevant and specific professional advice before making any investment decision. While EDSX uses reasonable efforts to obtain information from sources which it believes to be reliable, EDSX makes no representation that the information or opinions contained on the website are accurate, reliable or complete. The information and opinions contained in the website are provided by EDSX for personal use and informational purposes only and are subject to change without notice. Generally accessible information such as quotes on stocks and exchange rates are considered temporary and non-binding. A quote does not constitute an offering or a solicitation of an offer to buy.
- Location of Activities. In executing this Agreement, you agree that all of the activities that we conduct with you take place within Switzerland, regardless of where you may be physically located at the time you use the platform or otherwise engage with us. This means that you agree that our activities are subject only to the laws of Switzerland and not to the laws of any other country in which you may be physically present at any given time, and therefore that any redress you may seek from us must be sought under the Swiss law. However, you agree to comply with all relevant laws and regulations that may apply to your use of the platform in any jurisdiction in which you may be located. You agree that under no circumstances will you make any claim to the effect that our activities are conducted in, or subject to, the laws of any country other than those of Switzerland.
- Investment authorization. The decision whether to authorize you to act as an investor is entirely of the issuer, and it may decide for any reason or no reason not to authorize you.
- Overseas Territories. EDSX members who are resident or situated in territories outside Switzerland ("overseas members") may not become investment-authorized members if their accessing of investment opportunities and making investments would contravene any local legislation or other regulatory requirements. Overseas members may be required to comply with additional or alternative requirements to become investment-authorized members.
- Identity and Anti-Money Laundering Checks. We have certain responsibilities under the Swiss Rules and other applicable regulations to verify the identity of, and run anti-money laundering checks on, members who act as investors (even if we generally do not manage directly any flow of money). In order to fulfil these responsibilities, we may use third-party identification checking services to confirm your identity when you first seek to transfer money into the Issuer Account. In the event that this service is not able to verify your identity to a sufficient level of authentication, you may be asked to send us physical or scanned versions of certain identification documents. From time to time we may need to run additional identity checks on you. In executing this Agreement, you expressly agree that we may run any and all of these checks on you, and that you may not be able to transfer money into the Issuer Account or make investments until and unless these checks are completed. We will not be liable for any losses, damages or costs arising from our conduct of these checks or your inability to transfer money or make investments while the checks are pending or as a result of the unsatisfactory completion of the checks.
- Taxation. Your investments may be subject to tax. Tax treatment depends on individual circumstances and is subject to change in the future. For example, you may be liable to pay taxes on any dividends or gains you receive from your investments. Payment of taxes is entirely your responsibility we will not provide you with any statements or information with respect to your tax position or liability. In addition, you may be eligible for certain tax reliefs on investments you make. The availability of any such reliefs will be described in the relevant campaign and Investment Agreement. If you have any questions with respect to tax matters, you should consult a professional advisor.
- Information on the Platform. In addition to the information set forth in each campaign, we may provide on the platform information about investing in or operating businesses generally or other matters that we believe may be relevant or of interest to you. We refer to this as "additional information". None of the additional information, including information about historical returns and content in newsfeeds, can be relied on as a guarantee or indication of any particular result, and the additional information does not constitute any form of advice, recommendation or endorsement by us. We cannot assure you that any additional information is complete, accurate, up-to-date or error free, and we will not be liable to you for any loss, damages or costs if it is not. To the extent that any additional information constitutes links to other websites or third-party contact details, we take no responsibility for the availability or accuracy of such websites or contact details or the acts of such third parties.
- Communications About Platform Activity. From time to time we may send you emails with information about activity on the platform, including new campaigns and the progress of existing ones. Any emails we send you about activity on the platform do not constitute advice or a recommendation to invest. From time to time we may also send you emails with respect to your membership, campaigns or investments, our business, this Agreement or other matters that we reasonably believe are relevant to you. We will do our best to ensure that these emails are relatively infrequent, but we may send you such emails at our discretion.
2.5. General Conditions
This Section applies to: (i) all trades completed via the Services, (ii) your purchase and/or sale of Digital Assets directly from EDSX or the issuer via the Services
- Conditions and Restrictions. We may, at any time impose conditions or restrictions upon your use of the Services without prior notice. For example, we may: limit the number of open orders that you may establish via the Services, suspend the service, suspend or block a user, change all or part of the terms of services without prior notice, or we may restrict trades from certain locations.
- No Partnership or Agency. This Agreement shall not be construed so as to create a partnership or joint venture between you and us. Nothing in this Agreement shall be construed so as to constitute you and us as agents of one another.
- Primary market. Every issuer is operating its own page and securities are sold directly from the issuer to the investor.
- Accuracy of Information. You must provide any information required when creating a EDSX Account or when prompted by any screen displayed within the Services. You represent and warrant that any information you provide via the Services is accurate and complete.
- Bulletin board. Non escrow trades. In the bulletin board area non escrow trades are completed between parties autonomously. EDSX does not take any responsibility for the counter-party risk. Each party must negotiate and agree all the different aspects of the transaction (amount, price, timing, additional contracts, etc) and execute it without any kind of support from EDSX. EDSX doesn’t take any responsibility in this kind of transaction.
- Bulletin board. Escrow trades FIAT currency. In the bulletin board area, EDSX provides an escrow services for completing the trade in fiat. The following options are available.
Purchase proposal. The buyer sends the money to the escrow account indicated by the platform.
The platform holds the money in escrow for as long as the user maintains the purchase proposal on the bulletin board. The party who sells the tokens will send them directly to the buyer's wallet, giving notice to the platform. The platform will check through the scanner on the blockchain the receipt of the tokens by the assigned wallet and issue the money on the bank details provided by the seller.
Sales proposal. When the sale proposal is entered, the tokens are locked by the smart contract (in the seller’s wallet) that retains them for the duration of the offer on the platform. Once the buyer has clicked the “buy button”, he is obliged to buy at that price, the sale proposal will be hidden to the public and the buyer will have to send the money directly to EDSX in maximum 10 days. Buyers that do not comply with this rule could be sanctioned.
Once the money is received, EDSX will send the money to the seller and the tokens to the buyer.
- Bulletin board. Smart contract CRYPTO currency.
The smart contract is an algorithm that is made available to the parties, it can be verified before using it (the code is free and open source), and parties may decide to use it or not according to their free will.
Purchase proposal. When the purchase proposal is entered, the crypto currency is sent to the smart contract awaiting the seller. When the seller sends the corresponding tokens, the smart contract releases the tokens to the buyer and the crypto currency to the seller.
Sales proposal. When the sale proposal is entered, the tokens are locked by the smart contract (in the seller’s wallet) waiting for the buyer. When the buyer sends the corresponding crypto currency, the smart contract releases the tokens to the buyer and the crypto currency to the seller.
- Cancellations (in case of escrow trades). You may only cancel an order initiated via the Services if such cancellation occurs before EDSX or the smart contract executes the transaction. Once your order has been executed, you may not change, withdraw or cancel your authorization for completing such transaction. While we may, at our sole discretion, reverse a trade under certain extraordinary conditions, a member does not have a right to a reversal of a trade.
- Insufficient Funds. If you have an insufficient amount of Funds to complete an order via the Services, we may cancel the entire order less any fees owed to EDSX in connection with our execution of the trade (as described below).
- Fees. EDSX may in any moment introduce or change fees at its sole discretion for using the Services.
- Taxes. It is your responsibility to determine what, if any, taxes apply to the trades you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that EDSX is not responsible for determining whether taxes apply to your trades or for collecting, reporting, withholding or remitting any taxes arising from any trades.
2.6. External Account
In order to complete an order or trade via the Services, you must hold an External Accounts identified via the Services. You may be required to verify that you control the External Account. As further described, you may be charged fees by the External Account you use, EDSX is not responsible for any External Account fees or for the management and security of any External Account. You are solely responsible for your use of any External Account, and you agree to comply with all terms and conditions applicable to any External Account. The timing associated with a trade may depend in part upon the performance of third parties responsible for maintaining the applicable External Account, and EDSX makes no guarantee regarding the amount of time it may take to send or receive funds and/or digital assets.
2.7. Primary Market
- Campaigns. If you become a member, upon logging onto the platform you will be able to view the businesses available for investment. You will initially see summary information about the businesses that are currently seeking capital on the platform, and we refer to this information as the "campaign summary". You can click through any campaign summary to have access to the issuer’s page and see additional information about the business, which we refer to as the "detailed campaign" (a campaign summary and a detailed campaign together are a business's "campaign"; detailed campaign are managed directly by the issuer). The detailed campaign is the information upon which you will make an investment decision with respect to the business.
- Our Review and Approval. We do our best to ensure that the information presented by the issuer are "fair, clear and not misleading", however issuers remain the solely responsible for the information presented. You should note that in the case of factual statements, the evidence we review is provided by the business, and while we take reasonable care in our review we do not audit it, which means that we may not be able to, and will not be liable if we fail to, identify forged or altered evidence or information or deliberately misleading or inaccurate statements.
- No Recommendation; No Reliance on Other Information. Our review of a campaign does not mean that we are recommending that you make an investment in the business, that we believe the business is likely to be successful or that we take any responsibility or will in any way be liable to you if the business is not successful. The investment decision with respect to any investment through the issuer’s landing page is yours and yours alone. Formally, we have not reviewed or approved any information about the business. The discussion forum and documents sections, and any additional documents made available for download do not constitute part of the campaign. Any responses to questions in the discussion forum and documents sections by the entrepreneur and any documents downloaded on request constitute "one-off communications" and should be treated in the same way as if you had a one-on-one email conversation with the relevant entrepreneur without any involvement from us. In addition, no other information set forth outside of the campaign - including in documents provided by the entrepreneur, in or through any newsfeed provided on the EDSX platform, on the business's website, in social media profiles or elsewhere - constitutes part of the campaign, and it has not been reviewed or approved by us. We take no responsibility for the statements made in the discussion forum and documents sections by the entrepreneur, for any information provided in or through any newsfeed on the EDSX platform, or for documents or other information provided by or about the business outside of the campaign and you should not rely on any such information in making your investment decision. With respect to any newsfeeds provided on the platform, such content is provided for informational purposes only. EDSX undertakes no obligation to update the newsfeeds and can alter or delete the content at any time without notice.
- Confidentiality and Appropriate Use of Campaigns. Campaigns are presented on the platform in order for you to make your investment decisions and not for any other purpose. While you are not legally required to keep the information presented in campaigns confidential, you may not use it in any way to compete with or otherwise impede the success of the relevant business, and if you do so we may bring an action against you for any damage you have caused to our reputation, to our business or otherwise.
- Selecting Investments. After reviewing a campaign, you may choose to make an investment in the business by clicking on the appropriate button, and you will be asked to indicate how much you would like to invest. In that case your relationship will be regulated between you and the issuer and for this reason you will also be presented with an Investment Agreement in respect of the investment.
2.8. Post Investment
- Information and Rights. Once you have executed an Investment Agreement with an issuer and you will receive the related tokens, the investment will be listed in the "Portfolio" section of your dashboard. You will be able to see information about the business through the platform (investors relation is managed by the issuer) and you will be able to access information and exercise certain other rights, all as set forth in the Investment Agreement.
2.9. Bulletin board Orders and Trades
In the post investment, issuers will have the opportunity to create a bulleting board for their securities.
This Section applies only when you use the Services to trade Digital Assets for Legal Tender or vice versa, or to trade Digital Assets for another form of Digital Assets.
- Independent relationship. You acknowledge and agree that: (a) EDSX is not acting as your broker, intermediary, agent, or advisor or in any fiduciary capacity, and (b) no communication or information provided to you by EDSX shall be considered or construed as advice.
- Trade confirmation. Once the Services execute your trade (on the blockchain), a confirmation will be electronically made available via the Services detailing the particulars of the trade. You acknowledge and agree that the failure of the Services to provide such confirmation shall not prejudice or invalidate the terms of such trade.
- Market volatility. Particularly during periods of high volume, illiquidity, fast movement or volatility in the marketplace for any Digital Assets or Legal Tender, you understand that we are not liable for any such price fluctuations. In the event of a market disruption or Force Majeure event, EDSX may do one or more of the following: (a) suspend access to the Services; or (b) prevent you from completing any actions via the Services. Following any such event, when trading resumes, you acknowledge that prevailing market rates may differ significantly from the rates available prior to such event.
- Trade Settlement. Subject to the terms and conditions in these Terms, we will use commercially reasonable efforts to have users settling trades on a spot basis within ten (10) days of the date upon which users have agreed to execute a trade via the Services.
2.10. Risk Disclosure
- Trading risks. You acknowledge and agree that you shall access and use the Services at your own risk. The risk of loss in trading Digital Asset pairs and Digital Asset and Legal Tender pairs can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. You should be aware of the following points:
- All Digital Asset positions involve risk.
- You may find difficult or impossible to liquidate a position. This can occur, for example, if there is insufficient liquidity in the market.
- You may sustain a total loss of the Funds in your EDSX Account or External Account.
ALL OF THE POINTS NOTED ABOVE APPLY TO ALL DIGITAL ASSET PAIR AND DIGITAL ASSET AND LEGAL TENDER PAIR TRADING. THIS BRIEF STATEMENT CANNOT, OF COURSE, DISCLOSE ALL THE RISKS AND OTHER ASPECTS ASSOCIATED WITH THESE TRADES.
- Internet transmission risks. You acknowledge that there are risks associated with utilizing an Internet-based trading system including, but not limited to, the failure of hardware, blockchain, software, and Internet connections. You acknowledge that EDSX shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when trading via the Services, howsoever caused.
2.11. Digital Asset Terms of Sale
This Section applies only when you use the Services to purchase or sell Digital Assets directly from EDSX (eg EURO coins), a service available in limited jurisdictions only.
- Prices; Availability. All prices reflect the bulletin board rates applicable to the purchase or sale of Digital Assets using the Legal Tender or alternative form of Digital Assets identified in your purchase order. All Digital Asset sales and purchases by EDSX are subject to availability, and we reserve the right to discontinue the sale and purchase of Digital Assets without notice.
- Purchase Quotes. Prior to completing your purchase or sale of Digital Assets from EDSX, we will provide notice of the amount of Digital Assets you intend to purchase or sell and the amount of Funds you will be required to pay to EDSX to receive such Digital Assets or Legal Tender. You agree to comply with any terms and conditions provided within such notice to complete your purchase transaction.
- Errors. In the event of an error, whether via our Services, in a purchase order confirmation, in processing your purchase, or otherwise, we reserve the right to correct such error and revise your purchase transaction accordingly (including charging the correct price) or to cancel the purchase and refund any amount received. Your sole remedy in the event of an error is to cancel your purchase order and obtain a refund of any amount charged.
- Payment Method. Only valid payment methods specified by us may be used to purchase Digital Assets. By placing an order to purchase Digital Assets from EDSX, you represent and warrant that (a) you are authorized to use the designated payment method and (b) you authorize us, or our payment processor, to charge your designated payment method. If the payment method you designate cannot be verified, is invalid or is otherwise not acceptable, your purchase order may be suspended or cancelled automatically. You agree to resolve any problems we encounter in order to proceed with your purchase order.
- No Returns or Refunds. All sales and purchases of Digital Assets by EDSX via the Services are final. We do not accept any returns or provide refunds for your purchase of Digital Assets from EDSX, except as otherwise provided in these Terms.
- Amount of Fees. You agree to pay EDSX the fees for trades completed via our Services ("Fees") as made available via the Fees and Pair Info ("Fee Schedule"), which we may change from time to time. Changes to the Fee Schedule are effective as of the effective date indicated in the posting of the revised Fee Schedule to the Services and will apply prospectively to any trades that take place following the effective date of such revised Fee Schedule.
- Third-Party Fees. In addition to the Fees, your External Account may impose fees in connection with your use of your designated External Account via the Services. Any fees imposed by your External Account provider will not be reflected on the transaction screens containing information regarding applicable Fees. You are solely responsible for paying any fees imposed by an External Account provider.
- Payment of Fees. You authorize us, or our designated payment processor, to charge you for any applicable Fees owed in connection with trades you complete via the Services.
- Collection-Related Costs. If you fail to pay Fees or any other amounts owed to EDSX under these Terms and EDSX refers your account(s) to a third party for collection, then EDSX will charge you the maximum percentage permitted by applicable law, to cover EDSX's collection-related costs.
2.13. Escrow Agreement
The escrow service will be performed by EDSX when both a Seller and a Buyer (collectively known) require it during a transaction on the bulletin board. The Parties have appointed EDSX to hold the corresponding cryptocurrency, fiat money or securities related to the transaction. Or the Parties have agreed to use a smart contract to execute the transaction (possible only when digital securities are exchanged again crypto currencies).
There are two different operating cases for fiat transactions.
- Secondary market. FIAT Escrow. Buy proposal. Buyer will deposit a fiat amount in a bank account indicated by EDSX. Seller will have to send the security tokens to the EDSX’s wallet address (or to the smart contract indicated or to the buyer’s wallet address indicated) in five days. If the Seller won’t comply, it may be admonished, suspended or banned from EDSX.
Once the transfer will be confirmed by the blockchain, EDSX will send the money to the Seller.
- Secondary market. FIAT Escrow. Sell proposal. Tokens will be locked inside seller’s wallet during the sell proposal. Buyer will have to send the fiat money in a bank account indicated by EDSX in five days. If the Buyer won’t comply, it may be admonished, suspended or banned from EDSX.
Once the money is received by EDSX, it will be sent to the Seller bank account.
Transactions where cryptocurrency is used (digital assets against cryptocurrency) will be regulated completely throught a smart contract:
- Secondary market. Smart contract. Buy proposal. Buyer will send crypto currency to the smart contract. Once the Seller will send the related amount of security tokens needed, the switch will be executed. If the Seller won’t comply, it may be admonished, suspended or banned from EDSX.
- Secondary market. Smart contract. Sell proposal. The smart contract will lock the security tokens in the Seller’s wallet. Once the smart contract will receive the related amount of crypto currency from the Buyer, the switch will be executed. If the Buyer won’t comply, it may be admonished, suspended or banned from EDSX.
In the instance any disagreement shall arise, the Parties agree the Escrow Agent shall not be held liable for any costs, damages, or losses that may arise from duties performed.
If such disagreement between the Seller and Purchaser does occur the Escrow Agent will have the right to be discharged from this agreement by turning all agreements and documentation over to the jurisdiction responsible for this agreement that in this case is the court of Zug, Switzerland.
Any and all costs to the Escrow Agent from such proceedings shall be the responsibility of the Seller and the Purchaser.
All funds received with regard to this escrow agreement shall be deposited into a bank selected by the Escrow Agent.
Any fees due to the Escrow Agent at the time of disbursement request may be deducted from the escrow disbursement amount prior to disbursement.
The Escrow Agent will hold any notifications and instructions they may receive as valid without the requirement to investigate or question the sender.
Under the following circumstances the Escrow Agent shall not be held liable or found at fault,
- For any omission or error by a party other than the Escrow Agent themselves.
- Any loss of funds directly related to the suspension, insolvency, or failure of the funds or the bank themselves.
- Any legal proceedings between the Purchaser and Seller
- There won’t be any interest accrued during the term of this Escrow Agreement.
2.14. Electronic Notices
- Consent to Electronic Delivery. You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, "Communications") that EDSX provides in connection with your EDSX Account and/or use of the EDSX Services. You agree that EDSX may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier's normal, messaging, data and other rates and fees may apply to any mobile Communications. However, your interactions with us and with other Seedrs members will take place almost entirely through the platform. If you are uncomfortable using the platform for these interactions, you should not execute this Agreement and become a EDSX member. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy. You may also contact us through support email@example.com to request additional electronic copies of Communications or, for a fee, paper copies of Communications (as described below).
- Hardware and Software Requirements. In order to access and retain electronic Communications, you will need a computer with an Internet connection that has a current web browser with cookies enabled. You will also need to have a valid email address on file with EDSX and have sufficient storage space to save past Communications or an installed printer to print them.
- Withdrawal of Consent. You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to support firstname.lastname@example.org. If you decline or withdraw consent to receive electronic Communications, EDSX may suspend or terminate your use of the Services.
- Requesting Paper Copies. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 30 days after the date we provided the Communication to you by contacting support email@example.com. In order for us to send paper copies to you, you must have a current street address on file with EDSX. Please note that EDSX operates exclusively online and it is very burdensome for us to produce paper copies of Communications. Therefore, if you request paper copies, you understand and agree that EDSX may charge you a processing fee, in the amount described in the Fee Schedule, for each page of Communication requested.
- Updating Contact Information. It is your responsibility to keep your email address and/or mobile phone number on file with EDSX up to date so that EDSX can communicate with you electronically. You understand and agree that if EDSX sends you an electronic Communication but you do not receive it because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, EDSX will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add EDSX to your email address book so that you will be able to receive the Communications we send to you. You can update your email address, mobile phone number or street address at any time by logging into your EDSX Account. If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by EDSX are returned, EDSX may deem your account to be inactive, and you may not be able to complete any transaction via our Services until we receive a valid, working email address or mobile phone number from you.
2.15. Unclaimed Property
If for any reason EDSX is holding Funds in your EDSX Account on your behalf, and EDSX is unable to return your Funds to your designated External Account after a period of inactivity, then EDSX may report and remit such Funds in accordance with applicable Swiss unclaimed property laws.
2.16. Acceptable Use
When accessing or using the Services, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using our Services. Without limiting the generality of the foregoing, you agree that you will not:
- Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
- Use our Services to pay for, support or otherwise engage in any illegal activities; fraud; money-laundering; or terrorist activities; or other illegal activities;
- Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
- Use or attempt to use another user's account without authorization;
- Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;
- Develop any third-party applications that interact with our Services without our prior written consent;
- Provide false, inaccurate, or misleading information; and
- Encourage or induce any third party to engage in any of the activities prohibited under this Section.
We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas or other information or materials regarding EDSX or our Services that you provide, whether by email, posting through our Services or otherwise ("Feedback"). Any Feedback you submit is non-confidential and shall become the sole property of EDSX. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). Do not send us Feedback if you expect to be paid or want to continue to own or claim rights in them; your idea might be great, but we may have already had the same or a similar idea and we do not want disputes. We also have the right to disclose your identity to any third party who is claiming that any content posted by you constitutes a violation of their intellectual property rights, or of their right to privacy. We have the right to remove any posting you make on our website if, in our opinion, your post does not comply with the content standards set out in this section.
2.18. Copyrights and Other Intellectual Property Rights
Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials contained on our website or provided in connection with the Services, including, without limitation, the EDSX or EDSX logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, "EDSX Materials") are the proprietary property of EDSX or our licensors or clients or suppliers and are protected by Swiss and international copyright laws and other intellectual property rights laws.
We hereby grant you a limited, nonexclusive and non-sublicensable license to access and use the EDSX Materials for your personal or internal business use. Such license is subject to these Terms and does not permit (a) any resale of the EDSX Materials; (b) the distribution, public performance or public display of any EDSX Materials; (c) modifying or otherwise making any derivative uses of the EDSX Materials, or any portion thereof; or (d) any use of the EDSX Materials other than for their intended purposes. The license granted under this Section will automatically terminate if we suspend or terminate your access to the Services.
"EDSX," "EDSX," the EDSX logo, the EDSX logo and any other EDSX product or service names, logos or slogans that may appear on our Services are trademarks of EDSX, in Switzerland and Europe and in other countries, and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any trademark, product or service name of EDSX without our prior written permission, including without limitation any metatags or other "hidden text" utilizing any trademark, product or service name of EDSX. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of EDSX and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned through our Services are the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
2.20. Third-Party Content
In using our Services, you may view content provided by third parties, including links to web pages of such parties, including but not limited to Facebook and Twitter links ("Third-Party Content"). We do not control, endorse or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.
- Initial Complaint. If you have a complaint with respect to any aspect of the platform, you should report it to us immediately by sending an email, with the word "complaint" in the subject line, from the email address in which your EDSX membership is registered to firstname.lastname@example.org. We will send an initial response to your email within no more than five working days after we receive it, and this response will state either that we consider the complaint to have been resolved or that we are investigating the matter further. If we are investigating the matter further, we will provide you with a final response by no later than eight weeks after we receive your email. We may need to ask you questions in order to understand the details of your complaint, and any questions we ask, as well as any response we give, will be sent by email to the email address in which your EDSX membership is registered.
2.22. Suspension; Termination
- Termination by You. If you no longer wish to be an EDSX member, you may terminate your membership at any time by notifying us by email email@example.com.
- Termination by Us. We may terminate your EDSX membership immediately, and will inform you of the termination immediately, if:
- You have broken the terms of this Agreement in a serious or persistent way and you have not rectified the matter within a reasonable time of EDSX requesting you to do so;
- You have broken or attempted to break the law, or put EDSX in a position where we might break the law;
- You are using the Platform in a way that is harmful to EDSX, such as causing harm to our Platform or our reputation;
- You have given us false information;
- You have been abusive to anyone at EDSX or another EDSX member; or
- If we are required do so under any law, regulation, or by a governmental or regulatory authority.
- There are other circumstances that may include your using the platform in any way (1) that causes, or is likely to cause, the Website or access to it to be interrupted or damaged in any way, (2) for fraudulent purposes, or in connection with a criminal offence, (3) to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing, is otherwise injurious to third parties or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any spam or (4) to cause annoyance, inconvenience or needless anxiety or (5) which gives rise or may give rise to criminal or other liability on our part.
Furthermore, in the event of any Force Majeure Event, breach of this agreement, or any other event that would make provision of the Services commercially unreasonable for EDSX, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of our Services. We may terminate your access to the Services in our sole discretion, immediately and without prior notice, and delete or deactivate your EDSX Account and all related information and files in such account without liability to you, including, for instance, in the event that you breach any term of these Terms. In the event of termination, EDSX will attempt to return any Funds stored in your EDSX Account not otherwise owed to EDSX, unless EDSX believes you have committed fraud, negligence or other misconduct.
If your EDSX membership is terminated, or suspended, you will no longer be able to use the platform.
2.23. Discontinuance of Services
We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.
2.24. Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.
YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.
2.25. Limitation of Liability
(a) EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL EDSX, OUR DIRECTORS, MEMBERS, PARTNERS, COLLABORATORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES OR THE EDSX MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM EDSX, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO EDSX'S RECORDS, PROGRAMS OR SERVICES.
WE SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE IN RESPECT OF ANY MATTER FOR WHICH LIABILITY IS EXPRESSLY EXCLUDED UNDER THIS OR ANY OTHER PLATFORM AGREEMENT, OR ARISING OUT OF OR IN CONNECTION WITH ANY ERROR OR INACCURACY IN THE DATA ENTERED BY YOU OR ANOTHER EDSX MEMBER OR ANY MISREPRESENTATION OR WILFUL MISCONDUCT OR ANY OTHER ACT OF ANOTHER EDSX MEMBER. WE SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE LOSS, DAMAGE, COST OR EXPENSE, UNFORESEEABLE LOSSES OR DAMAGES, LOSS OF PROFIT, LOSS OF BUSINESS, LOST OR WASTED MANAGEMENT TIME OR TIME OF OTHER EMPLOYEES, LOSS OF REPUTATION, DEPLETION OF GOODWILL OR LOSS, DAMAGE OR CORRUPTION OF DATA.
YOU AGREE THAT ANY LEGAL ACTION AGAINST US IS PERMITTED ONLY ON AN INDIVIDUAL BASIS, AND THAT YOU WILL NOT INITIATE OR JOIN ANY PURPORTED OR ACTUAL CLASS OR CONSOLIDATED ACTIONS AGAINST US. NOTHING IN THIS AGREEMENT SHALL LIMIT OUR LIABILITY FOR PERSONAL INJURY OR DEATH, FRAUD OR ANY OTHER LIABILITY THE EXCLUSION OR LIMITATION OF WHICH IS NOT PERMITTED BY APPLICABLE LAW OR REGULATION.
(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EDSX (INCLUDING OUR DIRECTORS, PARTNERS, COLLABORATORS, MEMBERS, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, EDSX OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO EDSX DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.
You agree to defend, indemnify and hold harmless EDSX (and each of our officers, directors, partners, collaborators, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in connection with, our Services; (b) any Feedback you provide; (c) your violation of these Terms; or (d) your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it.
2.27. Applicable Law; Arbitration
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
You and EDSX agree to arbitrate any dispute arising from these Terms or your use of the Services, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and EDSX agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to EDSX shall be sent to firstname.lastname@example.org. You and EDSX further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in Zug, Switzerland; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of Switzerland; and (d) that the court in Zug, Switzerland has exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms and the laws of the Canton in Zug and applicable Swiss law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and EDSX will not commence against the other a class action, class arbitration or representative action or proceeding.
- Entire Agreement; Order of Precedence. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with EDSX for the Services or for any other EDSX product or service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with EDSX, the terms of that other agreement will control only if these Terms are specifically identified and declared to be overridden by such other agreement.
- Amendment. We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion. If we make changes to these Terms, we will provide you with notice of such changes, such as by sending an email, providing notice on the homepage of the Site and/or by posting the amended Terms via the applicable EDSX websites and mobile applications and updating the "Last Updated" date at the top of these Terms. The amended Terms will be deemed effective immediately upon posting for any new users of the Services. In all other cases, the amended Terms will become effective for preexisting users upon the earlier of either: (i) the date users click or press a button to accept such changes, or (ii) continued use of our Services 10 days after EDSX provides notice of such changes. Any amended Terms will apply prospectively to use of the Services after such changes become effective. If you do not agree to any amended Terms, you must discontinue using our Services and contact us to terminate your account.
- Waiver. Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.
- Severability. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
- Further Assurances. We shall from time to time (both during the continuance of this Agreement and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of this Agreement.
- Costs. Your and our costs and expenses (including professional, legal and accountancy expenses) of the preparation, negotiation and execution of this Agreement and any associated documentation shall be borne by you and us respectively.
- Force Majeure Events. EDSX shall not be liable for (1) any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information; (2) any loss or damage arising from any event beyond EDSX's reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction or any other cause beyond EDSX's reasonable control (each, a "Force Majeure Event").
- Third Party Rights. Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement may not enforce any of its terms and, notwithstanding any term of this Agreement, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of this Agreement.
- Execution. This Agreement shall be deemed duly executed and shall become effective and binding upon you and us when you affirm assent to it via the means provided on the platform.
- Assignment. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from EDSX, including by operation of law or in connection with any change of control. EDSX may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
- Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections.
- Survival. Sections: Eligibility, EDSX Account, Risk Disclosure, Fees, Unclaimed Property, Feedback, Copyrights, Trademarks, Third-Party Content, Disclaimer of Warranties, Limitation of Liability; Indemnity, Applicable Law; Arbitration, All disclaimers, agreements about liability for losses and/or expenses, and exclusions and this Section Miscellaneous shall survive any termination or expiration of these Terms.
- Notices From You to Us. Any notice from you to us in respect of this Agreement, your EDSX membership or your activities on the platform shall be given by email to email@example.com.
- Notices From Us to You. Any notice from us to you in respect of this Agreement, your EDSX membership or your activities on the platform may be given either through the platform, by email to the address set forth in your profile or by post or courier to the physical address set forth in your profile.
- Receipt of Notices. Notices given pursuant to this paragraph through the platform or by email shall be deemed received by the recipient upon dispatch. Notices given pursuant to this paragraph by post or courier shall be deemed received by the recipient two working days after dispatch. In the event that you give us notice by means other than those set forth in this paragraph and we in fact receive it, we may, but are not required to, choose to deem the notice received upon our actual receipt of it.
2.30. About us
EDSX GmbH Baarerstrasse 82, 6302 Zug, c/o AbaFin Treuhand AG, Switzerland.
2.31. Definition and Interpretation
“Additional Information” means information we provide on the platform other than information contained in a campaign;
“Agent” means, in the case of a corporate member, an unincorporated member or a government member, that natural person acting on such member's behalf;
"Agreement" means this Membership Agreement between you and us;
"Business" means a business which is seeking capital;
"Campaign" means a campaign summary and detailed campaign for a business, taken together;
"Campaign summary" means the summary information about a business seeking capital;
"Corporate member" means a legal person who becomes a EDSX member;
"Detailed campaign" means the detailed information about a business seeking capital;
“Escrow trade” a trade on the secondary market with a smart contract or an escrow service provided by EDSX;
"EDSX member" means a person who has joined the EDSX platform as a member, including affirming assent to the relevant Membership Agreement and whose membership has not been terminated or suspended;
"Execute" means, with respect to this Agreement, any Platform Agreement or any other agreement you enter with us, express your assent to be bound by its terms through the electronic means provided on the platform or otherwise sign or execute in a manner approved by us;
“Fiat money” is inconvertible paper money made legal tender by a government decree;
“Gas” is the execution fee for every operation made on Ethereum, paid to the Ethereum network;
"Government member" means a government body that becomes a EDSX member;
"Individual member" means a natural person who becomes a EDSX member;
"Investee entity" means the one or more legal entities or arrangements that operate the business in which an investment is made;
"Investment Agreement" or “SAFT Agreement” means an Investment Agreement you enter into when making an investment;
"Investment decision" means a decision whether to invest in a given business, and if so, how much to invest;
"Lead entrepreneur" means, with respect to a business for which a campaign has been created or to an investee entity following investment, the person who has primary responsibility for the relationship between the business, its investors and us;
"No-escrow trade" a trade on the secondary market without a smart contract or an escrow service from EDSX and is regulated only by the parties involved on the blockchain;
"Overseas member" means EDSX members who are resident or situated in territories outside Switzerland;
"Person" means a natural or legal person, including a partnership, unincorporated association or other unincorporated entity that, despite not having a distinct legal personality, is acting for purposes of this Agreement as a unified body;
"Personal data" has the meaning given in the Privacy Notice;
"Platform" the EDSX platform hosted at the domain http://www.edsx.ch and all pages at sub-domains thereof and may, from time to time hereafter, include pages hosted at other domains and identified by us as forming part of the platform;
"Platform Agreement" means any other agreement you enter into in connection with your use of the platform;
"Post-investment process" means, with respect to an investor, the information, rights, payments and transfer processes once the primary market phase is terminated;
"Primary market" where securities are sold for the first time;
"Privacy Notice" means the privacy notice of EDSX, which is accessible from each page of the Website and of which you are notified when providing your personal data;
"Profile" means the profile you complete as part of joining EDSX;
"Referral Fee Terms" means the referral fee terms of EDSX, which may be accessible from each page of the Website and, to the extent they are, to which you are deemed to have consented by using the Website;
"Secondary market" trade of securities already issued in a p2p bulletin board market. Secondary market in this document is used as a synonymous of bulletin board;
"Securities" is a certificate or other financial instrument that has monetary value and can be exchanged. Securities are generally classified as either equity securities, such as stocks and debt securities, such as bonds and debentures.
"Shares" means shares or other equity or equity-like interests in a business;
"Subscription Agreement" means a subscription and/or shareholder and/or other agreement(s) entered into by the investee entity in respect of an investment;
"Terms of Service" means the terms of service for the Website, which are accessible from each page of the Website and to which you are deemed to have consented to by using the Website;
"Trademark". "EDSX" is a registered Swiss Trademark.
"Unincorporated member" means a partnership or unincorporated association (including a fund that is not structured as a legal person) who becomes a EDSX member;
"Users or participants" could be issuers or investors and they are referred to all the platform’s users;
"We, us and our" means EDSX, any of our subsidiaries and any holding company and where the context permits, our permitted assignees, transferees and delegates;
"Website" means, with respect to EDSX, the website hosted at http://www.edsx.ch, including all sub-domains thereof;
"Working day" means any day other than a Saturday, Sunday, Swiss or international public / national holiday; and
"You or your" means you, as the EDSX member, who is a party to this Agreement.
Subject to the above, expressions used in this Agreement shall, where the context permits, have the same meaning as in the FINMA Rules.
Unless the context requires otherwise, words in the singular include the plural and vice versa, and use of the masculine includes the feminine and neuter and vice versa.
The word "including" or "includes" is not exclusive, so it should be read as if followed by the words "without limitation".
References to a specific paragraph mean a paragraph of this Agreement unless otherwise stated.
Any use of the terms "you must", "you shall", "you may only", "you may not" or similar terms mean that, in executing this Agreement, you expressly agree to be bound by whatever action or commitment such terms reference.