Whereas the Company has set up the ‘FLEXION’ platform on the Website (as hereinafter defined) for trading of bitcoins and certain other cryptocurrencies; and The Company is issuing Ethereum-based ERC20 tokens through an ‘initial coin offering’ process (“FLEXION(FXN) Tokens”) on the Website, which the Buyer is desirous of purchasing.
This Agreement shall be effective and binding on the Parties when Buyer: (a) [logs in to the Website after registration / clicks the relevant check box on the official https://www.flexiontoken.io/ website (the “Website”)] to indicate that Buyer has read, understands and agrees to the terms of this Agreement; or, if earlier (b) upon Buyer [clicking the purchase button on the Website to purchase Flexion(FXN) Tokens / Company’s receipt of payment from Buyer for purchase of Flexion(FXN) Tokens]. Buyer agrees to be bound on this basis and confirms that Buyer has read in full and understands this Agreement and the terms on which Buyer is bound. The Buyer may purchase the FLEXION(FXN) Token through the initial coin offering process during the ICO Period in accordance with this Agreement. By purchasing FLEXION(FXN) Tokens in accordance with this Agreement, the Buyer acknowledges and agrees that fully and unconditionally accepts the Company’s offer for purchase and use of the FLEXION(FXN) Tokens, without any reservation or exception. During the ICO Period, FLEXION(FXN) Tokens can be purchased by exchange of [Cryptocurrency like Ethereum] for FLEXION(FXN) Tokens, at an initial exchange rate of 1 (one) Ethereum = 16240 FLEXION(FXN) Token. However, there are no guarantees by the Company as to the price of FLEXION(FXN) Tokens purchased by Buyer and no guarantees that the price per FLEXION(FXN) Token determined by the market will be equal to or higher than the initial price subsequent to the purchase of FLEXION(FXN) Tokens. Any and all amounts paid by the Buyer towards purchase of FLEXION(FXN) Tokens [shall not be refundable to the Buyer] and purchases of FLEXION(FXN) Tokens cannot be cancelled. Buyer cannot make any claims for any actual amounts paid towards purchase of FLEXION(FXN) Tokens or Damages or any other amounts relating to such purchase and will not receive money or other compensation for any FLEXION(FXN) Tokens purchased. The Company shall reserve the right to refuse selling the FLEXION(FXN) Tokens to anyone who does not meet criteria necessary to purchase them, as set out hereunder or by the applicable law.The FLEXION(FXN) Tokens shall be issued in a limited number. All the FLEXION(FXN) Tokens shall not be equal functionality.
No Purpose. As mentioned above, the FLEXION(FXN) Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied. Although FLEXION(FXN) Tokens may be tradable peer to peer on the FLEXION Platform or any other exchange, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument. Company’s Use of Proceeds. Buyer acknowledges and understands that the proceeds from the sale of the FLEXION(FXN) Tokens will be utilized by Company in its sole discretion. The Buyer acknowledges, understands and agrees that ownership of the FLEXION(FXN) Tokens does not grant the Buyer the right to receive profits, income, or other payments or returns arising from the acquisition, holding, management or disposal of, the exercise of, the redemption of, or the expiry of, any right, interest, title or benefit in the Company, or FLEXION Platform, or any other Company property or any part of it. The Buyer is aware of the merits, risks and any restrictions associated with digital tokens, cryptocurrencies and blockchain technologies, including but not limited to: (a) risk of losing access to tokens due to loss of private key(s), (b) risks associated with the Ethereum platform protocol, (c) risk of hacking and security weaknesses, (d) risk of uninsured losses, (e) risks associated with uncertain regulations and enforcement actions. The FLEXION(FXN) Tokens should not be deemed as securities or a collective investment scheme:(a) the FLEXION(FXN) Tokens do not grant to the Buyer any voting or ownership rights;(b) the FLEXION(FXN) Tokens do not grant to the Buyer any return on investment; and (c) the FLEXION(FXN) Tokens do not grant to the Buyer any profit and passive income from the ownership of the FLEXION(FXN) Tokens. The FLEXION(FXN) Tokens are not intended to be securities under the laws of any jurisdiction and are not registered with any government entity as a security, and shall not be considered as such. By purchasing the FLEXION(FXN) Tokens, the Buyer expressly acknowledges and assumes the risks specified in this Article.
After registration on the Website, the Buyer receives a login and password to access the Website and the FLEXION Platform. By using the login and password, the Buyer confirms the information submitted by the Buyer in electronic form, which shall be accepted by the Buyer and the Company to be an electronic document equal to a paper document signed by a handwritten signature. All actions carried out with the use of login and password of the Buyer are considered to be executed by the Buyer. Buyer’s account registration constitutes an acknowledgement that Buyer is able to electronically receive, download, and print this Agreement and any amendments to it.
Buyer shall not, and shall not allow any third party to: (a) insert into the FLEXION Platform and the Flexion(FXN) Tokens any viruses, worms, date bombs, time bombs, or other code that is specifically designed to harm the use of the FLEXION Platform and the FLEXION(FXN) Tokens to cease operating, or to damage, interrupt, or interfere with any end user data; or(b) use the FLEXION(FXN) Tokens for of illegal or unlawful actions or other unauthorized purposes.
By purchasing the FLEXION(FXN) Tokens, the Buyer represents and warrants that:
Buyer acknowledges, understands and agrees that:
No Claim, Loan or Ownership Interest. The purchase of FLEXION(FXN)Tokens: (a) does not provide Buyer with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; and (b) is not a loan to Company. Intellectual Property. Company retains all right, title and interest in all of Company’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 (“Intellectual Property”). Buyer may not use any of Company’s Intellectual Property for any reason without Company’s prior written consent.
Buyer expressly acknowledges, understands and agrees that Buyer is using and purchasing FLEXION(FXN) Tokens at the Buyer’s sole risk and that the FLEXION(FXN) Tokens are each provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by Company and Buyer shall rely on its own examination and investigation thereof. (A) COMPANY DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND (B) WITH RESPECT TO THE FLEXION TOKENS, COMPANY SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.
Buyer agrees and acknowledges that all agreements, notices, disclosures and other communications that Company may provide Buyer pursuant to this Agreement or in connection with or related to Buyer’s purchase of FLEXION(FXN) Tokens, including this Agreement, may be provided by Company, in its sole discretion, to Buyer, in electronic form.