Terms and conditions
Welcome! VIVAEXCHANGE OÜ (“we,” “our,” or “us”) provides its services through its website located at www.exw-wallet.com and related mobile applications and products (collectively the “Services” or “EXW Wallet”).
Before using our Services, please read the Terms of Service (the “Terms” or the “Agreement”) carefully, along with any other policies or notices on EXW Wallet’s website or mobile applications. Together, these materials contain terms, rules, and guidelines related to your use of EXW Wallet.
This section provides a brief summary of the highlights of this Agreement. Please note that when you accept this Agreement, you are accepting all of the terms and conditions and not just this section.
EXW Wallet provides hosted wallet services for Ethereum-based blockchains and Bitcoin based blockchains. By creating a wallet, downloading or running our mobile application, or visiting our website, you are agreeing to our Terms, so please read carefully.
These terms outline approved uses of EXW Wallet, various licenses that we grant to you, and licenses that you grant us. If you have any questions or comments related to this Agreement, please send us a message on our website at [email protected] or contact us through, Facebook or Telegram. If you do not agree to this Agreement or any modifications to this Agreement, you should not use our Services.
HOW YOU ACCEPT THIS POLICY
By creating a hosted wallet (a “Wallet”), or visiting our website, you acknowledge that you have read, understood, and agreed to these Terms. We reserve the right to change these Terms at any time. Any such changes with respect to your use of EXW Wallet will take effect immediately when posted on our website or on our mobile application.
Your continued use of EXW Wallet following any such change will signify your acceptance to be bound by the then current Terms. Please check the effective date above to determine if there have been any changes since you have last reviewed these Terms.
If you do not agree to this Agreement or any modifications to this Agreement, you should not use EXW Wallet. Failure or delay by VIVAEXCHANGE OÜ in enforcing or partially enforcing any provision of these Terms shall not be construed as a waiver of any rights.
To be eligible to use EXW Wallet, you must be at least eighteen (18) years old and be able to form legally binding contracts. If you are using our Services on behalf of a legal entity, you further represent and warrant that: (a) the legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (b) you are duly authorized by such legal entity to act on its behalf. You can only use our Services if permitted under the laws of your jurisdiction. Please make sure that these Terms are in compliance with all laws, rules, and regulations that apply to you.
By using EXW Wallet, you represent and warrant that you meet all eligibility requirements that we outline in these Terms. We may still refuse to let certain people access or use EXW Wallet, however, and we reserve the right to change our eligibility criteria at any time.
THE BLOCKCHAIN SERVICES
Upon completion of the registration and identity verification for your Account, you may use our various Services, including but not limited to, Crypto-to-crypto Trading, Fiat Trading, contract trading, leveraged trading, Exchange services, staking, acquiring market-related data, research and other information released by the Company or GHH Operators, participating in User activities held by the Company, etc., in accordance with the provisions of these Terms (including our Platform Rules and other individual agreements).
We reserve the right to:
Provide, modify or terminate, in its discretion, any of our Services based on business development and organizational growth; and
Allow or prohibit some Users’ use of any of our Services in accordance with relevant Platform Rules.
(i) The Wallet, housed within our exchange platform, serves as a global online platform for Digital Assets purchase, conversion and trade while providing Users with an electronic digital wallet, trading platform, cloud investment services, technical services and other Digital Assets-related services. Our software generates a Wallet addresses and if established, by the user or us, an encrypted private key that you may use to send and receive ETC, Ethereum, Bitcoin and related cryptographically secured tokens (the “Virtual Currency”).
(ii) Provided that you constantly and consistently comply with the express terms and conditions stated in these Terms, we grant you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use our Services and those of GHH Operators through your computer or Internet compatible devices for your personal or internal purposes. You are prohibited to use our Services for resale or commercial purposes, including transactions on behalf of other persons or entities. All the above actions are expressly prohibited and constitute a material violation and of these Terms which shall result in account closure and a possible forfeiture of assets held in the Users’ Wallet, to the extent permitted by law. The content layout, format, function and access rights regarding our Services are stipulated at the discretion of the Company. We also reserve all rights not expressly granted in these Terms. Therefore, you are hereby prohibited from using any of our Services in any way not expressly authorized by these Terms.
(iii) These Terms only grant a limited license to access and use our Services and those of GHH Operators. Therefore, you hereby agree that when you use any of our Services or those of GHH Operators, neither party transfers said Services, the ownership or intellectual property rights of any intellectual property of the Company or those Services to you or anyone else. All the text, graphics, user interfaces, visual interface, photos, sounds, process flow diagrams, computer code (including html code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included on our Platform or any of our various Services, are exclusively owned, controlled and/or licensed by the Company, Operators, members, parent companies, licensors or affiliates.
(iv) The Company owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as “Feedback”) about it or any of its subsidiaries, platform, website, applets, mobile applications and Services that you provide through email or other ways. You hereby transfer all rights, ownership and interests of the Feedback and all related intellectual property rights to the Company. You have no right and hereby waive any request for acknowledgment or compensation based on any Feedback, or any modifications based on any Feedback.
WALLET REGISTRATION AND ACCOUNT INFORMATION
You must create a Wallet in order to use EXW Wallet. When you create a Wallet. You will be prompted to download and save a keystore – your private key, if provided, encrypted with a password. You will be responsible for maintaining the confidentiality of your private key and keystore, and will be fully responsible for any and all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your password, account, or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this paragraph. When you create a Wallet, you are strongly advised to take precautions in order to avoid loss of access to and/or control over your Wallet.
Suggested measures include, but are not limited to, the following: (a) creating a strong password that you do not use for any other website or online service; (b) using the backup functionality, if provided by the Wallet or safeguard your private key, if provided and mnemonic (backup) phrase, if provided on an external hard drive which, all users, especially users who have more than $100,000 USD in assets, are encouraged to do even if they are utilizing the Services’ backup functionality; (c) maintaining the security of your Wallet by protecting the private key and mnemonic (backup) phrase associated with your Wallet by, for example, limiting access to your computer and your Wallet; and (d) promptly notifying us if you discover or otherwise suspect any security breaches related to your Wallet.
Payment and Fees. EXW Wallet does currently charge 0.5% fees for any exchanges between digital currencies, and 3-5% for exchanges between fiat and digital currencies or the other way around for its Services. However, we reserve the right to charge different fees in the future and, in such case, any applicable fees will be displayed prior to you using any service to which a fee applies.
Transactions. Once transaction details have been submitted via the Services, we cannot assist you to cancel or otherwise modify your transaction. EXW Wallet has no control over any Ethereum / Bitcoin based blockchain and does not have the ability to facilitate any cancellation or modification requests. You must ensure that you have an adequate balance in your Wallet and/or gas to complete transactions before initiating a transaction. You acknowledge and agree that we will not be liable for any failed transactions due to insufficient funds or gas associated with your EXW Wallet account.
Taxes. It is your responsibility to determine what, if any, taxes apply to the transactions that you have submitted transaction details for via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that we are not responsible for determining whether taxes apply to your Ethereum / Bitcoin based transactions or for collecting, reporting, withholding, or remitting any taxes arising from any Virtual Currency-related transactions.
THIRD PARTY SERVICES AND CONTENT
In no event shall a description or reference to a third party’s product or service (including, but not limited to, providing a description or reference via hyperlink) be construed as an endorsement or promotion of such third party products or services by us. We retain the exclusive right to add to, modify, or cancel the availability of any Third Party Service. You may agree to receive push notifications from Third Party Content providers. In order to receive push notifications, you must opt in to the service. Push notifications will not be automatically enabled on your device for Third Party Content.
We do not control, endorse, or adopt any Third Party Content shared through push notifications, and will have no responsibility for Third Party Content including, but not limited to, token availability and/or sales.
If, to the extent permitted by EXW Wallet, you grant express permission to a third party to access or connect to your EXW Wallet account, either through the third party’s product or service or through EXW Wallet, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your EXW Wallet account. Buy via bank transfer / SEPA payments, if you decide to use our implemented Cash wallet system, you have to transact your capital threw SEPA Payment to our Payment Bank Account.
Fees: 3€ fixed fee per transaction Time to receive crypto: Average 30sec.-1mins for cryptocurrency to reach your wallet Coins / Token you can buy: BTC, ETH, EXW Payment processing is subject to local bank policies. Some issuer banks may decline charges on their own terms, regardless if users reside in a supported jurisdiction. For more information on issuing banks and restrictions, please refer to your transacting bank.
EXW Wallet was developed under a team of professional programmers, designers, marketers and economy specialists. Hereby the source license is owned by the EXW D.o.o.. Information regarding EXW Wallet’s current software can be found at https://exw-wallet.com/new.
EXW Wallet also contains copyrighted material and trademarks including, but not limited to, text and graphics (the “Content”), which is protected by copyright law, registered and unregistered trademarks, and other intellectual property rights. Unless otherwise provided, we exclusively own the Content. Your use of the Services does not grant you any right, title, or interest in the Content. You agree that you will not copy, transmit, distribute, sell, license, create derivative works from, or, in any other way, exploit any of the Content, in whole or in part.
YOUR USE OF EXW WALLET
As a user of the Services, we grant you a limited, personal, non-commercial, non-exclusive, non-transferable, and revocable license to use EXW Wallet. When using our Services, we ask that you follow some basic rules:
Don’t Use Our Services to Break the Law. You agree that you will not violate any laws when using our Services. This includes any local, provincial, state, federal, national, or international laws that may apply to you. You agree that you will not use our Services to pay for, support, or otherwise engage in any illegal activities including, but not limited to, illegal gambling, fraud, money laundering, or terrorist activities. If we discover that you have violated this Agreement or other regulatory requirements including, but not limited to, the Bank Secrecy Act, by participating in money laundering or by financing terrorist activities, we will take proportional disciplinary action. You further agree not to encourage or induce any third party to engage in any of the activities prohibited under this Section.
Don’t Interfere With Other’s Use of the Services. You agree that you will not use or attempt to use another user’s Wallet without authorization or use our Services in any manner that could interfere, disrupt, negatively affect, or inhibit other users from fully enjoying it.
Don’t Try to Harm Our System. You agree not to distribute any virus or other harmful computer code through EXW Wallet. You also agree to not take any action that may impose an unreasonable or disproportionately large load on our or any of our third party providers’ infrastructure.
Don’t Attempt to Circumvent Our Security. You agree not to bypass, circumvent, or attempt to bypass or circumvent any measures that we may use to prevent or restrict access to the Services including, without limitation, other accounts, computer systems, or networks connected to the Services. Any use of EXW Wallet other than as specifically authorized in this Agreement, without our prior written permission, is strictly prohibited and will terminate your license to use EXW Wallet.
LIMITATION OF LIABILITY & DISCLAIMER OF WARRANTIES
You understand and agree that we have no control over, and no duty to take any action regarding:
You understand and agree that we have no control over, and no duty to take any action regarding: Failures, disruptions, errors, or delays in processing Virtual Currency that you may experience while using the Services; The risk of failure of hardware, software, and Internet connections; The risk of malicious software being introduced or found in the software underlying EXW Wallet; The risk that third parties may obtain unauthorized access to information stored within your Wallet, including, but not limited to your Wallet address, private key, and mnemonic (backup) phrase; and The risk of unknown vulnerabilities in or unanticipated changes to the Bitcoin / Ethereum Networks. You release us from all liability related to any losses, damages, or claims arising from: user error such as forgotten passwords, incorrectly constructed transactions, or mistyped Virtual Currency addresses; (b) server failure or data loss; (c) unauthorized access to the EXW Wallet application; (d) bugs or other errors in the EXW Wallet software; and (e) any unauthorized third party activities, including, but not limited to, the use of viruses, phishing, brute forcing, or other means of attack against EXW Wallet. We make no representations concerning any Third Party Content contained in or accessed through our Services. Any other terms, conditions, warranties, or representations associated with such content, are solely between you and such organizations and/or individuals.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR ANY OF OUR OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, SERVANTS, COUNSEL, EMPLOYEES, CONSULTANTS, LAWYERS, AND OTHER PERSONNEL AUTHORIZED TO ACT, ACTING, OR PURPORTING TO ACT ON OUR BEHALF (COLLECTIVELY THE “EXW D.o.o. Platform PARTIES”) BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR: (A) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM: (I) YOUR USE OF, OR CONDUCT IN CONNECTION WITH, OUR SERVICES; (II) ANY UNAUTHORIZED USE OF YOUR WALLET ADDRESS AND/OR PRIVATE KEY DUE TO YOUR FAILURE TO MAINTAIN THE CONFIDENTIALITY OF YOUR WALLET; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; OR (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT ARE FOUND IN THE EXW WALLET SOFTWARE OR THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (B) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF: (I) FEES PAID TO US FOR THE APPLICABLE PRODUCTS; OR (II) $100.00. THESE LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY, WHETHER BASED ON TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EXW WALLET IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND UNDERLYING SOFTWARE OR ANY CONTENT ON THE SERVICES, WHETHER PROVIDED OR OWNED BY US OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT THE CONTENT ACCESSIBLE VIA THE SERVICES IS ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless EXW Platform Parties from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including, but not limited to, attorney’s fees) arising from: (a) your use of and access to the Services; (b) any feedback or submissions you provide to us concerning EXW Wallet; (c) your violation of any term of this Agreement; or (d) your violation of any law, rule, or regulation, or the rights of any third party.
TIME LIMITATION ON CLAIMS
You agree that any claim you may have arising out of or related to your relationship with us must be filed within one year after such claim arises, otherwise, your claim in permanently barred.
No matter where you’re located, the laws of the State of Slovenia will govern these Terms and the parties’ relationship as if you signed these Terms in Slovenia, without regard to Slovenia’s conflicts of laws rules. If any provisions of these Terms are inconsistent with any applicable law, those provisions will be superseded or modified only to the extent such provisions are inconsistent. The parties agree to submit to the federal or state courts in Ljubljana, Slovenia for exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of these Terms. You waive any objection based on lack of personal jurisdiction, place of residence, improper venue, or forum non conveniens in any such action.
NOTE TO INTERNATIONAL USERS
In the event of termination concerning your license to use EXW Wallet, your obligations under this Agreement will still continue. Your access to the funds in your Wallet after termination will depend on your access to your backup of your Wallet address and private key.
DISCONTINUANCE OF SERVICES
We may, in our sole discretion and without cost to you, with or without prior notice, and at any time, modify or discontinue, temporarily or permanently, any portion of our Services. You are solely responsible for storing outside of the Services a backup of any Wallet address and private key pair that you maintain in your Wallet.
Maintaining an external backup of any Wallet address and private key pairs associated with your Wallet will allow you to access the Bitcoin / Ethereum Networks upon which your Wallet is secured. Such a backup will allow the user to fully restore their Wallet, if provided, at any time without cost or loss of the user’s Virtual Currency. If you do not maintain a backup of your Wallet data outside of the Services, you will be not be able to access the Virtual Currency associated with your Wallet. EXW Wallet shall not be held responsible or liable for any loss of Virtual Currency in the event that we discontinue or depreciate the Services.
Our failure to exercise or delay in exercising any right, power, or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.
If it turns out that any part of this Agreement is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.
ARBITRATION & WAIVER OF CLASS ACTION
The parties agree to arbitrate any dispute arising from this Agreement or your use of the Services on an individual basis. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. THE PARTIES HEREBY EXPRESSLY WAIVE TRIAL BY JURY. The parties agree that: (a) any arbitration will occur in Slovenia, Ljubljana; and (b) the arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of Slovenian Arbitration Association for arbitration of consumer-related disputes, in the English language, and with limited discovery. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available to a court or other tribunal. THE PREVAILING PARTY IN ANY ACTION OR PROCEEDING TO ENFORCE THESE TERMS SHALL BE ENTITLED TO COSTS AND ATTORNEYS’ FEES. THE ARBITRAL DECISION MAY BE ENFORCED IN ANY COURT. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND EXW WALLET WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION OR PROCEEDING.
We shall not be held liable for any delays, failure in performance, or interruptions of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to: any delay or failure due to any act of God, act of civil or military authorities, act of terrorism, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe, or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
You agree that we may assign any of our rights and/or transfer, sub-contract, or delegate any of our obligations under these Terms. Your agreement to these Terms is personal to you and you may not transfer or assign it to any third party.
This Agreement sets forth the entire understanding and agreement as to the subject matter hereof and supersedes any and all prior discussions, agreements, and understandings of any kind (including, without limitation, any prior versions of this Agreement) and every nature between us. Except as provided for above, any modification to this Agreement must be in writing and must be signed by both parties.
QUESTIONS OR COMMENTS
We welcome comments, questions, concerns, or suggestions. Please send us a message on our contact page at [email protected] or via, Facebook or Telegram.
TERMS AND CONDITIONS
OF EXW COIN
The legal relations between VIVAEXCHANGE OÜ, Punane tn 6-219, Lasnamäe linnaosa, Harju maakond,13619 Tallinn, Estland and the investors are governed by the following terms and conditions, any potential investor is recommended to read those terms and conditions carefully. By accepting and/or acquiring of the EXW Coin, the Investor agrees to comply with and accepts these terms and conditions and the investor declares that the investor is entitled to purchase EXW Coin Bonds and that there are no grounds for exclusion in his or her person.
The terms and conditions of the EXW Coin Token are as follows:
Art. 1 EXW Coin Bonds
- VIVAEXCHANGE OÜ, Punane tn 6-219, Lasnamäe linnaosa, Harju maakond, 13619 Tallinn, Estland is the issuer of the EXW Coin Bond (tokenized perpetual bond).
- The EXW Coin Bond holder is the “Investor”.
- Each share of EXW Bonds will represents a claim in the face amount of the investment as perpetual debt. No security of whatever kind is, or will at any time be, provided by the Issuer or any other person securing rights of the Bondholders under the Bonds. The token-based bonds establish claims (constitute unsecured obligations) against the Issuer which rank – subordinated to all obligations of the Bond Issuer; – subordinated to all subordinated obligations of the Bond Issuer pursuant; – pari passu among themselves; – subordinated to all subordinated obligations of the Issuer required to be preferred by mandatory provisions of law; and – subordinated to all subordinated dated obligations of the Issuer, unless such obligations are expressed to rank pari passu with, or junior to, the EXW Coin Bonds.
- The EXW Coin Bond rights are represented by a EXW Coin Token on the Ethereum Blockchain and each holder of such a EXW Coin Token is entitled to the rights specified in these terms and conditions (under the conditions of Art. 4).
- The EXW Coin Token Holder may not set off any claims arising under the EXW Coin Bonds against any claims that the Issuer may have against each of them. The Issuer may not set off any claims it may have against any EXW Coin Token Holder against any of its obligations under the Bonds.
- The EXW Coin Token holder has no and will have no involvement, attendance or voting rights in any body of the Issuer, instead the EXW Coin Token grant creditor rights to the EXW Coin Token holder.
- The management is the sole responsibility of the Issuer’s management, especially the Board of Directors of the Issuer.
- The holding of the EXW Coin Token is not affected by a merger or conversion of the Issuer or by a change in the Company’s capital (Stammkapital).
- The EXW Coin Token Bonds will not be issued as a certificate on paper nor will the individual rights from the EXW Coin Token Bonds. Any claim for paper copies is excluded, the EXW Coin Token represents a “Wertrecht” according to the Liechtenstein Law.
- The Issuer is entitled to issue additional EXW Coin Token Bonds at its own discretion.
ART. 2 SUBORDINATION
- 2.1 The claims of EXW Coin Token Holders, in particular to receive interest payments (Art. 4) and to receive repayment (Art. 5), will be subordinated. This means that all claims of the EXW Coin Token Holders under these EXW Coin Token Bonds rank behind all other creditors of the Issuer who have not declared a subordination and are therefore privileged. This also applies in the event of the liquidation of the Issuer.
- 2.2 Any assertion of claims from the EXW Coin Token Bonds are excluded as long and to the extent that the fulfillment of the claims would give rise to a reason for the opening of insolvency proceedings against the assets of the Issuer.
- 2.3 Any fulfillment of claims (e.g. participations in receiving interest payments or repayment) must only be made if the issuer is in a position to do so from future profits, from a liquidation surplus or from other freely available assets.
- 2.4 The EXW Coin Token Holder claims (especially participations in receiving interest payments or repayment) are not waived and those claims remain even if and to the extent that the qualified subordination does not permit their fulfillment at a certain point in time.
ART. 3 BUSINESS OPERATIONS OF THE ISSUER; RISKS
- 3.1 The Issuer will use the money received by the issuance of the EXW Coin Token Bonds to build a platform for tokenized investments especially – but not limited to – real estate.
- 3.2 The Issuer is newly founded Liechtenstein Company with only minimum capital. The planed investments contain a very high risk and the investor can loose its entire investment capital. The business model of the issuer is new and in no way verified.
- 3.3 Tokenized bonds and token have specific additional risks in addition to the already high risk of the investment itself. For example is the regulatory landscape uncertain and can cause enforcement activities against the issuer which can cause for example bankruptcy of the issuer. Additionally the investor can loose its investment if for example he looses his token due to hacker attacks or if the investor looses the private key or otherwise looses control of the tokens.
- 3.4 Investments into EXW Coin Bonds are only suitable for experienced investors in security tokens.
- 3.5 The EXW Coin Bonds are Issued under Liechtenstein law and it’s the investors duty to make sure that he can invest into the EWX Coin Bonds without violating any laws of his/her jurisdiction or causing a risk for the issuer.
ART. 4 INTEREST PAYMENTS
- 4.1 The EXW Coin Token Bonds are subject to a variable interest (hereinafter the “variable interest”).
- 4.2 The variable interests are calculated by the Issuer based on the EXW Coin Tokens locked thru the internet platform of the Issuer. The EXW Coin Bond holder is entitled to receive performance-related Interest, which is defined as a fraction of Net Profits from the management of the investments of the issuer.
- 4.3 The payment of interest and the due date of those interest payments shall be determined by the Issuer’s management at its own discretion, subject to the due care and diligence of a prudent businessman and without further preconditions. Interest payments of the variable interests are planned and intended by the Issuer. If the variable interests are not paid out, the amount will be reinvested.
ART. 5 TERM, TERMINATION AND REPAYMENT
- 5.1 The EXW Coin Token Bonds will be perpetual securities and have no final maturity date or redemption date. The Issuer is under no obligation to redeem the EXW Coin Token Bonds at any time and the holders of the EXW Coin Token Bonds have no right to put the Bonds for redemption. The Issuer has no right to call the EXW Coin Token Bonds for redemption except in accordance with the provisions set out in Art. 5.2 and Art 5.3.
- 5.2 The Issuer may, upon giving notice in accordance with the final Terms and Conditions of the EXW Coin Token Bonds and subject to the Competent Supervisory Authority’s consent to the redemption or repurchase being fulfilled, call the EXW Coin Token Bonds for redemption at their Redemption Amount.
- 5.3 Subject to the Competent Supervisory Authority’s consent and applicable laws, the Issuer or any of its subsidiaries may at any time purchase EXW Coin Token Bonds in the open market or otherwise and at any price. Such acquired Bonds may be cancelled, held or resold.
ART. 6 NOTICES
All notices regarding the EXW Coin Tokens shall be published on the website of the Issuer (https://exw-wallet.com/new). Art. 7 Issue, Subscription, Purchase Price, Purchase Restrictions Any natural or legal person may acquire EXW Coin Token based bonds by subscription and acceptance by the management of the Issuer. The Issuer is not obliged to accept subscription offers. The Issuer reserves the right to commission third parties in whole or in part with the execution and management of the offer of these EXW Coin Token bonds.
ART. 8 TRANSFER OF TOKENS
The transfer of ownership rights in EXW Coin from one EXW coin holder to another EXW Coin holder will need to be registered on the https://exw-wallet.com/new platform and in accordance with its rules and provisions in order for a EXW Coin holder to be able to claim interest payments and repayments
ART. 9 PURCHASE, DATA PROTECTION
- 9.1 The Issuer is entitled to buy its own EXW Coin Token bonds on the market or otherwise at any price.
- 9.2 The EXW Coin Token bonds acquired by the Issuer may be held by the Issuer, resold or devalued at the discretion of the Issuer. The invalidation of the EXW Coin Token bonds takes place by deleting the respective token.
- 9.3 The investor-related data necessary for contract fulfillment are stored and processed electronically. If a transfer is necessary, this will only take place on the basis of contractual or statutory regulations in compliance with the relevant (European) data protection law.
ART. 10 APPLICABLE LAW, PLACE OF JURISDICTION
- 10.1 The form, content and all legal relationships of the parties of this agreement are governed in every respect by the laws of Liechtenstein.
- 10.2 The non-exclusive place of jurisdiction for all lawsuits or other proceedings arising in connection with the token-based bonds is the place of business of the issuer.
- 10.4 Oral subsidiary agreements have not been made.
ART. 11 SEVERABILITY
If at any time one or more of the provisions of this agreement is or becomes unlawful, invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired there.