YFXL

 

GENERAL TERMS AND CONDITIONS

 

for users donating to YFXL Tokens Presale

 

September 2020

 

READ THESE TERMS AND CONDITIONS (“Terms”) CAREFULLY BEFORE USING THE SERVICES DESCRIBED HEREIN. BY UTILIZING THE WEBSITE LOCATED AT https://www.yfxl.org (“Website”) AND SERVICES OFFERED THEREIN, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS AND THAT YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AN AUTHORIZED USER OF THESE SERVICES AND YOU SHOULD NOT USE THIS WEBSITE NOR ITS SERVICES. YOU MAY BE REFERRED TO YOU OR THE ENTITY YOU REPRESENT.

 

The company (“YFXL”) RESERVES THE RIGHT TO CHANGE, MODIFY, ADD OR REMOVE PORTIONS OF THESE TERMS AT ANY TIME FOR ANY REASON. WE SUGGEST THAT YOU REVIEW THESE TERMS PERIODICALLY FOR CHANGES. SUCH CHANGES SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING ON THE WEBSITE. YOU ACKNOWLEDGE THAT BY ACCESSING OUR WEBSITE AFTER WE HAVE POSTED CHANGES TO THESE TERMS, YOU ARE AGREEING TO THE MODIFIED TERMS.

 

THESE TERMS SHALL GOVERN THE SALE OF YFXL TOKENS. YFXL TOKENS ARE CRYPTOGRAPHIC TOKENS, BASED ON ETHEREUM BLOCKCHAIN NETWORK, WHICH GIVE USERS ACCESS TO A NUMBER OF UTILITY FUNCTIONS WITHIN THE YFXL PROTOCOL, IT IS ENVISAGED THAT A NUMBER OF DISTRIBUTED APPS WILL BE DEVELOPED ON TOP OF THE YFXL PROTOCOL, AND YFXL TOKEN MAY BE REQUIRED FOR THEIR USE.

 

YFXL TOKENS DO NOT PRESENT ANY SHAREHOLDERS RIGHT, AND HOLDER OF ANY CRYPTOGRAPHIC TOKENS, ISSUED BY YFXL IS NOT ENTITLED TO ANY FORM OF PROFIT, DIVIDEND OR OTHER REVENUE RIGHT, OR VOTING RIGHT IN THE SHAREHOLDERS’ MATTERS. YFXL TOKEN DOES NOT PRESENT A MONETARY CLAIM AGAINST YFXL AND DOES NOT GENERATE ANY FORM OF PASSIVE INCOME RIGHT. CONSEQUENTLY YOU HEREBY AGREE AND UNDERSTAND THAT YOU DO NOT EXPECT ANY PROFITS DERIVED FROM THE PURCHASE OF YFXL TOKENS, BASED ON THE WORK OF YFXL.

 

YOU EXPLICITLY CONFIRM THAT YOU ARE AWARE THAT ACQUISITION OF YFXL TOKENS DO NOT GRANT YOU A RIGHT TO REQUEST PAYMENT OF ANY KIND, BUT MERELY A RIGHT TO USE THE TOKENS WITHIN THE APPS ON YFXL PROTOCOL, AS IT IS DEFINED IN THE LITEPAPER AND THESE TERMS. YOU EXPLICITLY CONFIRM THAT YOU ARE AWARE OF A POTENTIAL RISK THAT YFXL TOKENS LOSE THEIR FUNCTIONAL AND/OR MONETARY VALUE ENTIRELY AND YOU CONFIRM THAT YOU ARE ACQUIRING YFXL TOKENS FOR PERSONAL USE AND NOT FOR INVESTMENT OR SPECULATIVE REASONS. YOU CONFIRM THAT POTENTIAL LOSS OF VALUE OF THE TOKENS YOU ARE BUYING WILL NOT PRESENT FINANCIAL HARDSHIP TO YOU.

 

YFXL CRYPTOGRAPHIC TOKENS ARE AVAILABLE TO USERS IN EXCHANGE FOR ETHER AND YFXL DOES IN NO WAY AND WILL ALSO NOT IN THE FUTURE PROVIDE EXCHANGE OF YFXL CRYPTOGRAPHIC TOKENS FOR FIAT CURRENCY OR FOR OTHER VIRTUAL CURRENCIES. YFXL ALSO DOES NOT PROVIDE CUSTODIAL OR WALLET SERVICES FOR THE TOKENS.

 

THIS DOCUMENT OR ANY OTHER DOCUMENT, PRODUCED AND SIGNED BY YFXL, DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO SELL SECURITIES IN YFXL. BECAUSE TOKENS ARE NOT SECURITIES, YFXL IS NOT MONITORED BY ANY SECURITIES REGULATOR AND THE TERMS OF SALE HAVE NOT BEEN APPROVED BY ANY SUCH REGULATOR. NONE OF THE INFORMATION OR ANALYSES PRESENTED ARE INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION, AND NO SPECIFIC RECOMMENDATIONS ARE INTENDED, AND YFXL SERVICES AND THE WEBSITE ARE NOT, DO NOT OFFER AND SHALL NOT BE CONSTRUED AS INVESTMENT OR INVESTMENT ADVICE OR FINANCIAL PRODUCTS. THIS DOCUMENT DOES NOT CONSTITUTE INVESTMENT ADVICE OR COUNSEL OR SOLICITATION FOR INVESTMENT IN ANY SECURITY AND SHALL NOT BE CONSTRUED IN THAT WAY. THIS DOCUMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR ANY INVITATION TO OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITIES. NO STATEMENTS MADE HEREIN SHALL BE INTERPRETED AS A FORWARDING LOOKING STATEMENTS REGARDING YFXL TOKEN VALUE.

 

YFXL ALSO EXPLICITLY WARNS YOU AND YOU EXPLICITLY AGREE THAT THAT WITHDRAWAL OF THE TOKENS UPON THEIR PURCHASE IS CONDITIONAL TO EACH USER PASSING THE IDENTIFICATION PROCESS (KNOW YOUR CUSTOMER) AND THAT WITHDRAWAL OF THE YFXL TOKENS WILL NOT BE POSSIBLE UNTIL EACH USER COMPLETES THE IDENTIFICATION PROCESS.

 

ANY PERSON OR ENTITY, INCLUDING ANYONE ACTING ON ITS BEHALF, BEING BASED, DOMICILED, LOCATED OR INCORPORATED IN UNITED STATES OF AMERICA, NEW ZEALAND, OR PEOPLE'S REPUBLIC OF CHINA, SHALL NOT

USE THE WEBSITE OR ACQUIRE OR USE YFXL TOKENS AND SHALL LEAVE THIS WEBSITE IMMEDIATELY, OTHERWISE THIS PERSON ASSUMES ALL THE RESPONSIBILITY AND LIABILITY ARISING FROM THE CONTINUED USE OF THIS WEBSITE AND/OR YFXL TOKENS AND SHALL INDEMNIFY YFXL FOR ANY DAMAGES ARISING OUT IF THIS.

 

YFXL TO THE EXTENT PERMITTED BY LAW EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY FOR ANY DIRECT OR CONSEQUENTIAL LOSS, PURE FINANCIAL LOSS, LOSS OF PROFITS OR DAMAGE OF ANY KIND WHATSOEVER ARISING DIRECTLY OR INDIRECTLY FROM: (I) RELIANCE ON ANY INFORMATION CONTAINED IN

 

THIS DOCUMENT, (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION OR (III) ANY ACTION RESULTING THEREFROM, (IV) USAGE OR ACQUISITION OF THE YFXL TOKENS.

1. THE YFXL PROJECT

1.1 YFXL ("YFXL") is an experimental project (the "Project") developing a new protocol (the "Protocol"). The contract is unaudited at the time of writing and is not open to the public. This project will launch publicly after auditing its beta and regulating its offering.

1.2 With the first release of the public beta, the source code will be licensed under a chosen open source license.

1.3 The Project does not encompass and YFXL is not provider of:

(a) exchange services between virtual currencies and fiat currencies.

(b) wallet or custodial services of credentials necessary to access virtual currencies.

 

1.4 Users understand and accept that the Project will be subject to substantial further development works, and more functionality will be added. User understands and accepts that an upgrade of the Project and/or YFXL tokens may be required.

2. RISKS

2.1 You understand that Digital Assets, YFXL, blockchain technology, Ethereum, Ether and other associated and related technologies are new and untested and outside of YFXL exclusive control and adverse changes in market forces or the technology, broadly construed, will excuse YFXL’s performance under these Terms.

 

2.2 In addition to the above, you also acknowledge that you have been warned of the following risks, associated with the Website, the Digital Assets, the YFXL tokens and other relevant technologies mentioned herein.

2.3 Legal risks

a) There is a risk that in some jurisdictions the YFXL tokens and other Digital Assets might be considered to be a security, or that it might be considered to be a security in the future, or they might be considered some other type of regulated instrument.

 

b) YFXL does not give warranties or guarantees that YFXL tokens are not regulated in all jurisdictions. YFXL has diligently, to the best of its knowledge, already prohibited purchasing of YFXL tokens by individuals and entities from jurisdictions, where legal uncertainties regarding sale and usage of cryptographic tokens are unreasonably high. YFXL is an EU based company and is fully compliant with applicable EU regulation and regulation of the Republic of Slovenia, where YFXL is incorporated. Regardless of that, each User of YFXL tokens shall bear its own legal or financial consequences of YFXL tokens being considered a regulated instrument in their respective jurisdiction.

2.4 Every User is bound to check if acquisition and disposal of YFXL tokens is legal in its jurisdiction, and by accepting these Terms each User undertakes not to use YFXL tokens should their use not be legal in the relevant jurisdiction.

2.5 Acquiring cryptographic tokens in possession and exchanging them for other cryptographic tokens will most likely continue to be scrutinized by various regulatory bodies around the world, which has so far given mixed reactions and regulatory impact. The legal ability of YFXL to provide YFXL tokens in some jurisdictions may be eliminated by future regulation or legal actions. In the event, it turns out with a high degree of certainty that YFXL tokens are not legal in certain jurisdiction, YFXL will either:

a) cease operations in that jurisdiction, or

b) adjust YFXL tokens in a way to comply with the regulation should that be possible and viable.

2.6 Risks associated with Ethereum

a) YFXL tokens are based on Ethereum. As such, any malfunction, unintended function or unexpected functioning of the Ethereum protocol may cause the YFXL tokens to malfunction or function in an unexpected or unintended manner.

 

b) Ether, the native unit of account of the Ethereum may itself lose value in ways similar to YFXL tokens, and also other ways. More information about the Ethereum is available at http:// www.ethereum.org


2.7 Risk of theft

a) Risk of security weaknesses in the Website and YFXL tokens source code or any associated software and/or infrastructure. Hackers or other groups or organizations may attempt to interfere with your Third-party Wallet, the Website or the availability of YFXL tokens and Digital Assets in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks.

b) There is a risk that the Website and YFXL tokens may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of YFXL tokens.

c) There is a risk of weaknesses or exploitable breakthroughs in the field of cryptography.

d) Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies, Ethereum, YFXL tokens, which could result in the theft or loss of YFXL tokens.

e) Risk of mining attacks, as with other decentralized cryptocurrencies, the Ethereum blockchain, which is used for the YFXL tokens, is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the YFXL tokens, expected proper execution and sequencing of YFXL tokens, and expected proper execution and sequencing of Ethereum contract computations in general. Despite the

2.8 Risk of low or no liquidity

a) Even though there are currently online service available, which enable possibility of exchange of cryptographic tokens between themselves, and also, some of them enable exchange of cryptographic tokens for fiat money, there are no warranties and/ or guarantees given that YFXL tokens will be listed or made available for exchange for other cryptographic tokens and/or fiat money, and no guarantees are given whatsoever with the capacity (volume) of such potential exchange. It shall be explicitly cautioned, that such exchange, if any, might be subject to poorly-understood regulatory oversight, and YFXL does not give any warranties in regard to any exchange services providers. Users might be exposed to fraud and failure.

 

b) In any case, YFXL will not enable exchange of YFXL tokens for other cryptographic tokens or for fiat currency. User may not at any given time be able to acquire or dispose of its YFXL tokens due to lack of liquidity.

2.9 Risk of loss of value

a) Even though YFXL tokens are not financial instruments, they might be awarded certain monetary value by the users and the markets. YFXL hives no warranty in respect of YFXL token value and warns the Users that value of YFXL tokens may fluctuate and that YFXL tokens may also lose their value entirely.

 

b) There might be different reasons that would cause unfavourable fluctuations of the value of the YFXL tokens.

3. ELIGIBILITY

3.1 By donating during the YFXL presale phase you acknowledge and agree that you:

- are not a US resident or US citizen;

- are not OFAC sanctioned countries resident or citizen;

- are over 18;

- will not to donate from a private / company / government bank account;

- are not a foreign financial institution or foreign shell bank;

- are not a politically exposed person (PEP) or immediate family or close associate of a politically exposed person;

- are not, nor is anyone in your immediate household, associated with FINRA, a FINRA-member broker-dealer, FSA or the SEC.  

3.2 This website, YFXL protocol and YFXL tokens are not offered for use to natural and legal persons, having their habitual residence or their seat of incorporation in the United States of America ("US"). Natural and legal persons with their habitual residence or seat of incorporation in the US shall not donate to the YFXL project. None of the activities of YFXL take place in the US. YFXL reserves its right to decide in its own discretion to adopt reasonable organisational and technical measures to assure that the Website and YFXL tokens are not available to persons from US. Due to the YFXL tokens being offered on the Internet (meaning both the world-wide web and the Ethereum blockchain) YFXL and users understand that there is a possibility that there might be a certain “flow back” of YFXL tokens to natural and legal persons with their habitual residence or seat of incorporation located in the US. YFXL consequently explicitly prohibits persons from US of using the YFXL tokens. YFXL shall not be held liable for any legal or monetary consequence arising of such use. Such persons using YFXL tokens despite the prohibition shall on first request indemnify and hold harmless YFXL from any legal or monetary consequence arising of their breach of these terms. Any person from the US shall immediately stop using YFXL tokens and leave the Website. US IP addresses are blocked from this website. If you have entered the Website from US, please leave now.

4. LIABILITY

4.1 To the fullest extent permitted by law, YFXL and its affiliates and their respective officers, employees or agents will in regard to the Website, Protocol, YFXL tokens and its distribution not be liable to you or anyone else for any damages of any kind, including, but not limited to, direct, indirect, consequential, incidental, special or indirect damages (including but not limited to loss of revenues, loss of profits, trading losses or damages that result from use or loss of use of this Website, Protocol and YFXL tokens), even if YFXL has been advised of the possibility of such damages or losses, including, without limitation, from the use or attempted use of YFXL tokens, the Website or the Protocol. In no event will the aggregate liability of YFXL and its affiliates, either in contract, warranty, tort or other theory, exceed the amount you pay for YFXL tokens.

 

4.2 You warrant to YFXL that you will not use the Website, the Protocol or the YFXL tokens for any purpose, which is unlawful or prohibited by these Terms. You may not use Protocol or YFXL tokens in any manner that could damage, disable, overburden, or impair Protocol, YFXL tokens or the Website.

5. PRIVACY AND USER IDENTIFICATION

5.1  We refer you to our Privacy Policy and Cookie Policy, both published on the Website.

6. ANTI-MONEY LAUNDERING AND KNOW YOUR CLIENT PROCESS

6.1 Upon launch of public token sale we may most likely be required to obtain certain information about you in order to distribute YFXL tokens to you. If you do not provide the information requested by us, then we may be unable to distribute YFXL tokens to you.

 

6.2 YFXL reserves a right to change the anti-money laundering (“AML”) and know your client (“KYC”) discretionally without any explanation, and that AML/ KYC procedure might be adjusted on per case bases.

6.3 You understand and accept, that you are not entitled to receive YFXL tokens without completing the KYC procedure, and that we may refuse to deliver YFXL tokens even if you have contributed a correct amount of Ether in accordance with these Terms, and that we may in such case, if risk of money laundering and terrorist financing is present, also refuse to reimburse you the contributed Ether.

6.4 YFXL reserves its right to reject your identification application if you are unable to provide the information in accordance with these Terms. We will store your data in accordance with regulations of the Republic of Slovenia and the European Union. Any personal data collected will be used solely for the purpose and as part of the contribution process to satisfy the compliance requirements of business banks.

 

7. INTELLECTUAL PROPERTY

7.1 We (YFXL), retain all right, title and interest in all of our brand names, graphics, user interface design, text, logos, images information, source code and data (“Retained YFXL IP”), whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon. You may not use any of the Retained YFXL IP for any reason, except with our express, prior, written consent.

8. NOTICES

8.1 We may provide any notice to you under this these Terms by: (i) posting a notice on the Website; or (ii) sending an email to the email address then associated with your account. Notices we provide by posting on the Website will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive or read the email. • 14.2 To give us notice under these terms, you must contact us by email.

9. MISCELLANEOUS

9.1 Materials, such as Whitepaper, Development Road Map and others, published in the Website or elsewhere, are not binding and do – unless explicitly referred to herein – not form part of these Terms, and are of descriptive nature only.

9.2 We do not permit individuals under the age of 18 to register with our Website and use our products. If we become aware that a child under the age of 18 has provided us with personal information, we will delete such information from our files immediately and block its access to our Website and products.

9.3 We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, changes in blockchain technology (broadly construed), changes in the Ethereum or any other blockchain protocols or any other force outside of our control.

10. GOVERNING LAW

10.1 The governing law of these Terms shall be the law of Israel.