PLEASE READ THESE ODX TERMS CAREFULLY
BY HOLDING ODX TOKEN/S YOU HAVE AGREED TO THESE TERMS.
WHO WE ARE AND WHAT THIS AGREEMENT DOES
We ODX Pte. Ltd of 25 North Bridge Road #08-01 EFG Bank Building Singapore 179104 license you to hold and use as permitted in these terms the ODX TOKEN.
The ODX TOKEN means the native token of the ODX Platform and a transferable cryptographic blockchain-based digital information unit token, supported by (the Software) an underlying software application including the ODX Platform, and the Ethereum Network and any other relevant software, technology and technical concepts.
Please be aware that internet transmissions are never completely private or secure and that any message or information you send for holding and obtaining ODX TOKEN may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
HOW TO BECOME AN ODX TOKEN HOLDER
You become an ODX TOKEN HOLDER when you receive one or more ODX TOKENS through the following means:
- You purchase one or more ODX TOKEN on the ODX PLATFORM, or you purchase one or more ODX TOKEN through of Pre-sale transaction or any other ODX TOKEN GENERATION EVENT; or
- You obtain or purchase one or more ODX TOKENS from third parties; or
- You obtain one or more ODX TOKEN REWARDS.
ODX TOKENS are kept in your ODX WALLET.
USE OF ODX TOKEN
You may use ODX TOKEN only in accordance with those Terms and any other terms and conditions from time to time issued by ODX.
TRANSFER OF ODX TOKEN
Unless otherwise restricted by ODX, you may transfer one or more ODX TOKEN to a third party provided that such third party becomes bound by those Terms and any other terms and condition applicable from time to time as issued by ODX.
ODX TOKEN REWARD
You may receive from time to time from us or ODX Partners, ODX TOKEN as rewards (ODX TOKEN REWARD) in relation to the use of the ODX Platform. Those Terms are applicable to ODX TOKEN REWARDS. The rights and benefits attached to ODX TOKEN REWARDS shall be communicated to you from time to time. For the purpose of these terms and conditions, the term ODX TOKEN shall be deemed to include ODX TOKEN REWARDS.
COMPLIANCE WITH APPLICABLE LAWS
It is your responsibility as Token Holder to ensure that you are eligible to purchase ODX Tokens under the applicable laws of its jurisdiction, and you are fully responsible for obtaining all relevant government regulatory approvals/licenses, verification and/or registration as may be required for your compliance with all relevant regulations, including, but not limited to, any relevant foreign exchange regulations and/or tax, money laundering, in each case without requiring ODX to take any steps to ensure such compliance.
LIMITATIONS OF LIABILITY & INDEMNITY
Except to the extent any representation, warranty, or condition cannot be excluded or limited by applicable laws or regulations, ODX disclaims all representations, warranties, and conditions (express and implied, whether by statute, common law, custom, usage, or otherwise) regarding itself and its affiliates.
To the maximum extent permitted by all applicable laws and regulations, and without affecting the essential purpose of this Agreement, ODX expressly disclaims its liability, whether in contract, tort or otherwise, and shall in no case be liable to you or any other person for, and you hereby release ODX from: (a) any loss or theft of all or any portion of the ODX TOKEN and (b) any direct or indirect loss of revenue, income, profit, business, business opportunity, anticipated saving, reputation, or goodwill; any direct or indirect loss or corruption of data or information; or any indirect, special, incidental, reliance, consequential, punitive, or other losses or damages of any kind (including loss of use or tokens) arising out of or related to this Agreement, the ODX TOKEN, whether or not ODX has been advised of the possibility of those damages; (c) any loss caused by delay or cancellation of the delivery of the ODX TOKEN; or (d) loss of value of the ODX TOKEN, or any loss caused by the failure of the ODX TOKEN to have any monetary, utilitarian, or other value.
In addition, you acknowledge that ODX and the developers, auditors, contractors or founders of ODX are not liable, and you agree not to seek to hold them liable, for the conduct of third parties, including other creators or members of the ODX ecosystem, or for any regulatory implications or liability associated with or arising from the ODX TOKEN or any other action or transaction in relation to the ODX TOKEN and/or the Ethereum Network. As such, you acknowledge that the risk of holding and using the ODX TOKEN rests entirely with you.
You agree to indemnify and hold harmless ODX and its representatives from and against any and all losses, which may be incurred by reason of, or in connection with (a) any representations, warranties, obligations and undertakings made in this application not having been true, accurate, correct and not misleading when made, any misrepresentation made by you or any failure by you to fulfil any of the covenants or agreements set forth in these Terms or in any other document provided by you ; or (b) any assignment or transfer of any ODX TOKENS; or (c) generally, any breach of these Terms.
This Agreement shall terminate for the following reasons: (i) at any time, we may discontinue the use of ODX TOKEN and ODX TOKEN REWARD. In such event, and to the extend funds are available, you may be entitled to reimbursement of funds used to purchased ODX TOKEN on the ODX Platform only. We are not liable for reimbursing any fund or underlying value in relation to ORDX TOKEN REWARD or ODX TOKEN obtained outside of the ODX Platform; or (ii) you no longer hold any ODX TOKEN and ODX TOKEN REWARD; or (iii) You are in breached of any of your obligation towards ODX and you have not cured such breach within the timeframe communicated to you by ODX;
REPRESENTATIONS AND WARRANTIES
You represent and warrant that (i) you have full power and authority to enter into, perform, and comply with the terms and conditions contained in this Agreement; (ii) the obligations and covenants set out in this Agreement will constitute your legal, valid, and binding obligations and will be enforceable in accordance with their respective terms; and (iii) execution and performance of this Agreement (and of the transactions contemplated herein) do not and will not violate the provisions of its constitutional documents or any material judgement, statute, rule, or regulation applicable to you.
Any notice required or permitted by this Agreement will be deemed sufficient when sent in English by email to the address communicated by you.
Interpretation. Words of any gender include the corresponding words of each other gender. The term “business day” refers to any day, other than a Saturday, Sunday or a public holiday, on which banks are generally open for business in Singapore. The terms “include”, “includes”, and “including” will be interpreted to be followed by “without limitation”. The term “discretion” means “sole and absolute discretion” unless otherwise qualified. References to Clauses and Schedules are to the clauses of and schedules to this Agreement. The Schedules are expressly incorporated into this Agreement by reference and forms an integral part of this Agreement. The headings in this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement.
Entire Agreement. Except as otherwise provided, this Agreement represents the entire agreement between the parties and supersedes all earlier oral and written agreements, proposals, representations, statements, and understandings, if any, between the parties with respect to its subject matter. No terms or representations not expressly included in this Agreement will be deemed to apply.
Excluded Matters from This Agreement. No information contained in or on, and no part of, the Whitepaper or any other information or document shall constitute part of this Agreement, and no representations, warranties or undertakings are or are intended or purported to be given by ODX in respect of any information contained in or on, or any part of, the Whitepaper or any other information or document. Buyer has not relied, and will not hereafter rely, on ODX to decide to enter into and to perform this Agreement.
No Claim, Loan or Ownership Interest. Your ownership or control of ODX TOKEN does not confer any right (whether express or implied) other than the right to use ODX TOKEN as a mean to enable access to services. In particular, the purchase of ODX TOKEN: (a) does not provide you with rights of any form with respect to ODX or its revenues or assets, including, but not limited to, any right to receive future revenue, any voting or other control-related rights, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (b) is not a loan to or equity, interest or security of ODX; and (c) does not provide you with any ownership or other interest in ODX, other than the rights relating to the provision and receipt of services.
Intellectual Property. ODX retains all right, title and interest in all of ODX’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. You may not and shall not use any of ODX’s intellectual property for any reason without ODX’s prior written consent.
Independent Contractors. The parties are contractors independent of one another. Nothing in this Agreement is intended to or will constitute either party as an agent, fiduciary, legal representative, partner, joint venturer, franchisee, employee, or servant of the other for any purpose.
Waiver. A waiver of a breach of any term of this Agreement will not be construed as a waiver of any succeeding breach of that term or as a waiver of that term itself. A party’s performance after the other party’s breach will not be construed as a waiver of that breach. No course of dealing, course of performance, or failure of either party to strictly enforce any term of this Agreement will be construed as a waiver of any term.
Severability. Each term of this Agreement is severable. If a court or other tribunal having jurisdiction determines that any term is invalid or unenforceable under applicable law, that determination will not affect the other terms, and the Parties will promptly begin good faith negotiations to replace any invalid or unenforceable terms that are essential to this Agreement.
Assignment. ODX may assign or transfer any or all of its rights or obligations under this Agreement to any of its affiliates without your prior written consent.
Fair Allocation of Risks. Each party acknowledges that the indemnity to ODX and the disclaimers/releases and limitations of liability in favour of ODX in this Agreement fairly allocate risks between Buyer and ODX. Buyer acknowledges further that ODX has entered into this Agreement relying on the indemnity, disclaimers/releases and limitations of liability contained in this Agreement, and that the same form an essential basis of the bargain between Buyer and ODX.
Parties in Interest. This Agreement will be binding on and inure to the benefit of the parties and their respective permitted assigns and successors-in-title. Except as otherwise provided, a person who is not a party to this Agreement will not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce any term of this Agreement.
Governing Law. This Agreement will be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions.
Disputes. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (the “SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat and place of arbitration will be Singapore. The arbitral tribunal will consist of one arbitrator to be appointed by the SIAC President. The language of the arbitration will be English.
No Representative or Class Action. The parties agree to resolve any dispute or controversy arising out or in connection with this Agreement solely on an individual basis, and that this agreement does not permit class action or any claims brought as a plaintiff or class member in any class or representative proceeding. The Buyer agrees no to request to or attempt to consolidate with any other person’s claims.
Further Assurance. Buyer agrees to do anything (such as obtaining consents, signing and producing documents, producing receipts, and getting documents completed and signed) which ODX may ask and considers necessary to (a) bind Buyer and any other person intended to be bound in connection with this Agreement; (b) demonstrate that Buyer is complying with applicable laws and regulations and this Agreement; (c) enable ODX to obtain any necessary consent of any other person to this Agreement; and (d) comply with ODX’s legal, regulatory, and governance requirements. The Buyer hereby appoints ODX as its agents and attorneys and on its behalf (but at the sole and absolute discretion of ODX) to do all acts or things which the Participant is entitled or obliged to do in connection with this Agreement.