Terms and Conditions for Token Sale
LEGAL DISCLAIMER PLEASE CONSULT YOUR LEGAL AND FINANCIAL ADVISORS BEFORE PARTICIPATING IN THE XIO TOKEN SALE.
1. Introduction and Agreement to Terms
Welcome to the Token Sale Terms and Conditions ("Terms") for $XGEN, a cryptographic placeholder token issued by The XIO Foundation Ltd ("Seller"). These Terms constitute a legally binding agreement between the Seller and you ("Participant"). By accessing, purchasing, or using $XGEN tokens, you acknowledge that you have read, understood, and agreed to be bound by these Terms.
Key Considerations:
The purchase and use of $XGEN tokens involve significant risks, including but not limited to the potential loss of your entire contribution.
$XGEN tokens are utility tokens and are not designed as investments. They do not confer ownership, equity, or voting rights in The XIO Foundation Ltd or any associated entity.
These Terms do not constitute investment, legal, or tax advice. You are strongly advised to seek independent professional advice before participating.
If you do not agree to these Terms, do not participate in the Token Sale.
The Seller reserves the right to update, modify, or amend these Terms at any time. Any such changes will be published on the official XIO website. Continued participation in the Token Sale constitutes your acceptance of any updated Terms.
2. Definitions
For the purposes of these Terms, the following definitions apply:
$XGEN: A placeholder token issued by The XIO Foundation Ltd, intended for redemption at a 1:1 ratio for $XIO utility tokens.
$XIO: The native utility token of the XIO ecosystem, which enables governance participation, platform rewards, and other functionalities as defined in the project documentation.
Token Sale: The process by which the Seller offers $XGEN tokens for purchase to fund the development of the XIO ecosystem.
Token Generation Event (TGE): The event during which $XGEN tokens will be exchanged for $XIO tokens.
Participant: An individual or entity that purchases $XGEN tokens during the Token Sale.
Seller: The XIO Foundation Ltd, a company incorporated in the British Virgin Islands and the entity conducting the Token Sale.
Smart Contract: A program deployed on the blockchain that automates the issuance and management of $XGEN tokens.
Wallet: A cryptographic digital wallet used to receive, store, and manage $XGEN tokens.
Other terms not explicitly defined here have the meaning ascribed to them in common blockchain or cryptocurrency industry usage.
3. Purpose and Use of Tokens
$XGEN tokens are utility tokens created for the purpose of supporting and enabling participation within the XIO ecosystem. Specifically:
Intended Use:
$XGEN tokens are placeholders to be redeemed 1:1 for $XIO utility tokens at the Token Generation Event.
$XIO tokens, once issued, will provide utility within the XIO ecosystem, including governance rights, rewards, and fee discounts as described in the project roadmap and whitepaper.
No Intrinsic Value:
$XGEN tokens have no intrinsic or market value outside the XIO ecosystem.
The tokens are not redeemable for fiat currency, other cryptocurrencies, or assets outside the XIO ecosystem.
No Ownership Rights:
Ownership of $XGEN tokens does not grant equity, profit-sharing rights, or voting rights in The XIO Foundation Ltd or any affiliated entity.
$XGEN tokens are not securities or investments, and their purchase should not be considered as such.
Token Swap:
$XGEN tokens will be redeemable at a 1:1 ratio for $XIO tokens following the Token Generation Event (TGE), subject to the terms outlined in the Token Sale documentation.
4. Scope of Terms
These Terms govern the purchase, distribution, and use of $XGEN tokens. By participating in the Token Sale, you agree that:
Entire Agreement:
These Terms, along with any appendices and referenced materials, constitute the entire agreement between you and the Seller concerning the Token Sale.
Marketing materials, presentations, and other promotional documents are for informational purposes only and do not form part of these Terms.
Jurisdictional Scope:
These Terms are subject to the laws and regulations of the British Virgin Islands.
Participation in the Token Sale is restricted in jurisdictions where the sale, purchase, or use of cryptocurrencies or digital tokens is prohibited.
Prevailing Terms:
In the event of any conflict between these Terms and other documents (e.g., the whitepaper), these Terms shall prevail.
Amendments:
The Seller reserves the right to amend these Terms at any time. Any updates will be published on the official XIO website.
5. Purchase Process and Conditions
5.1 Eligibility
Participation in the Token Sale is subject to the following eligibility requirements:
Participants must be at least 18 years of age or the age of majority in their jurisdiction.
Participants must not be citizens, residents, or entities from restricted jurisdictions (e.g., the United States, China, or other countries where participation is prohibited by law).
Participants must complete all required KYC/AML checks.
5.2 Payment Methods
Payment for $XGEN tokens can be made using accepted cryptocurrencies (e.g., ETH, USDC) or other methods specified by the Seller.
The Seller reserves the right to refuse any payment that does not meet its requirements, including insufficient or delayed transfers.
5.3 Token Distribution
Upon successful completion of the Token Sale, $XGEN tokens will be distributed to the digital wallet provided by the Participant.
It is the Participant’s responsibility to ensure the wallet address provided is compatible with the token standard and supports $XGEN.
5.4 Finality of Purchase
All purchases of $XGEN tokens are final. No refunds or cancellations will be provided, except as required by law or explicitly stated in these Terms.
6. Restrictions on Participation
6.1 Prohibited Jurisdictions
Participation in the $XGEN Token Sale is strictly prohibited for:
Citizens, residents, or entities located in jurisdictions where participation in cryptocurrency token sales is restricted or prohibited, including but not limited to:
The United States of America.
Mainland China.
Any jurisdiction subject to international sanctions or other trade restrictions.
It is the sole responsibility of the Participant to ensure that participation in the Token Sale does not violate the laws or regulations of their jurisdiction.
6.2 Excluded Persons
The following individuals or entities are not permitted to participate in the Token Sale:
Persons under the age of 18 or the legal age of majority in their jurisdiction.
Persons who fail to meet the Know Your Customer (KYC) or Anti-Money Laundering (AML) requirements outlined in these Terms.
Persons acting on behalf of or associated with entities or individuals residing in prohibited jurisdictions.
6.3 Participant Obligations
By participating in the Token Sale, you represent and warrant that:
You are legally permitted to participate under the laws of your jurisdiction.
You are not participating on behalf of a third party who resides in a prohibited jurisdiction or otherwise does not meet the eligibility requirements.
You have not been designated on any sanctions or watchlists maintained by governments, international organizations, or financial institutions.
6.4 Termination of Participation
The Seller reserves the right to reject, cancel, or terminate the participation of any Participant at any stage of the Token Sale if:
There is a violation of these Terms or the applicable laws and regulations.
The Participant fails to provide accurate, complete, and verifiable KYC/AML documentation.
The Seller determines, at its sole discretion, that the Participant poses legal, regulatory, or reputational risks to the Token Sale or the XIO Foundation Ltd.
6.5 Compliance Responsibility
It is the responsibility of each Participant to:
Verify that participation in the Token Sale complies with all applicable laws, regulations, and restrictions in their jurisdiction.
Ensure that their participation does not result in the breach of any legal or regulatory obligations.
7. Token Utility and Non-Investment Nature
7.1 Utility of $XGEN Tokens
$XGEN tokens are utility tokens intended exclusively for use within the XIO ecosystem.
Once redeemed for $XIO tokens at the Token Generation Event (TGE), these tokens will enable holders to:
Access governance mechanisms within the XIO ecosystem.
Participate in platform activities, rewards programs, and receive fee discounts.
7.2 No Ownership or Equity Rights
$XGEN tokens do not confer any ownership, equity, or governance rights in The XIO Foundation Ltd or any affiliated entity.
Token holders do not have any claims to profits, dividends, or revenues generated by the XIO ecosystem or The XIO Foundation Ltd.
7.3 Not a Financial Instrument
$XGEN tokens are not designed as securities, financial instruments, or investments. Participation in the Token Sale should not be interpreted as an investment in The XIO Foundation Ltd or its affiliates.
The purchase of $XGEN tokens does not involve:
Profit-sharing arrangements.
An expectation of increased token value.
Any form of financial return.
7.4 Speculative Risks
Participants should not purchase $XGEN tokens for speculative purposes. The value and functionality of the tokens are solely dependent on their use within the XIO ecosystem.
7.5 Token Redemption
At the Token Generation Event, $XGEN tokens will be redeemable for $XIO tokens at a 1:1 ratio. The TGE date and details will be communicated through official XIO communication channels.
8. Risks and Disclaimers
8.1 Acknowledgment of Risks
By participating in the Token Sale, you acknowledge and accept the following risks associated with the purchase, use, and storage of $XGEN tokens.
8.2 Technology Risks
Smart Contract Vulnerabilities: The $XGEN token operates on blockchain-based smart contracts, which may contain vulnerabilities or coding errors.
Blockchain Risks: The performance and functionality of $XGEN tokens depend on the blockchain network. Malfunctions, technical failures, or attacks could adversely affect the tokens' usability.
Technological Advances: Advances in quantum computing or cryptographic techniques could compromise the underlying blockchain infrastructure.
8.3 Legal and Regulatory Risks
Regulatory Changes: Changes in laws or regulations in your jurisdiction or globally could restrict or prohibit the use, transfer, or holding of $XGEN tokens.
Jurisdictional Compliance: The legal status of $XGEN tokens is uncertain in many jurisdictions, and participants are responsible for ensuring compliance with local laws.
8.4 Market Risks
Volatility: Cryptocurrencies and tokens, including $XGEN, are subject to significant market volatility and may lose value.
Illiquidity: There is no guarantee of a secondary market for $XGEN tokens, and the ability to trade or sell them may be limited.
8.5 Security Risks
Private Key Loss: Loss of private keys, wallet credentials, or unauthorized access to your wallet can result in the permanent loss of $XGEN tokens.
Malicious Attacks: Hackers, phishing scams, or other malicious actors may target the Token Sale or your wallet.
8.6 Operational Risks
Project Development Risks: There is no guarantee that the XIO ecosystem will be successfully developed or that $XGEN will achieve its intended functionality.
Force Majeure Events: Unforeseen events such as natural disasters, cyberattacks, or regulatory actions may delay or terminate the Token Sale.
8.7 No Guarantees
The XIO Foundation Ltd makes no representations or warranties regarding:
The future value, usability, or liquidity of $XGEN tokens.
The success or viability of the XIO ecosystem.
9. Taxation
9.1 Participant Responsibility
All tax obligations related to the purchase, holding, transfer, or usage of $XGEN tokens are the sole responsibility of the Participant.
Participants are required to determine and comply with any applicable tax laws in their jurisdiction, which may include but are not limited to:
Income taxes.
Capital gains taxes.
Value-added taxes (VAT).
Withholding taxes.
9.2 No Tax Advice
The XIO Foundation Ltd does not provide tax advice. Participants are strongly encouraged to seek independent professional advice regarding their tax obligations prior to participating in the Token Sale.
9.3 Tax Characterization
The tax characterization of $XGEN tokens may vary by jurisdiction. Participants must assess the tax implications of purchasing, holding, and transferring $XGEN tokens based on their local laws.
9.4 Potential Tax Risks
Changes in tax laws or regulations may impact the value, usability, or legality of $XGEN tokens in certain jurisdictions.
Participants acknowledge that the XIO Foundation Ltd is not liable for any adverse tax consequences resulting from their participation in the Token Sale.
10. No Refunds or Cancellations
10.1 Finality of Purchases
All purchases of $XGEN tokens during the Token Sale are final and non-refundable, except where explicitly required by applicable law.
Participants waive any rights to request refunds or reverse transactions once the tokens have been allocated.
10.2 Cancellation Rights of the Seller
The Seller reserves the right to cancel any purchase of $XGEN tokens if:
The Participant fails to comply with KYC/AML requirements.
The payment method is deemed invalid, fraudulent, or non-compliant.
Regulatory or legal developments prevent the completion of the Token Sale.
The Seller identifies any behavior that may pose legal, reputational, or security risks.
10.3 Refund Process
In the event that the Seller cancels a transaction or suspends the Token Sale, any refunds will be processed at the Seller’s discretion, subject to:
Deduction of applicable fees (e.g., transaction costs, administrative fees).
The Participant providing a valid refund address.
10.4 Suspension or Termination of Sale
The Seller may, at its sole discretion, temporarily suspend or permanently terminate the Token Sale due to unforeseen circumstances, including but not limited to:
Regulatory changes.
Market instability.
Force majeure events.
11. Anti-Money Laundering (AML) and Know-Your-Customer (KYC) Requirements
11.1 Compliance with AML/KYC Standards
To participate in the Token Sale, all Participants must complete AML and KYC procedures as required by The XIO Foundation Ltd. These procedures include but are not limited to:
Submission of government-issued identification.
Proof of address (e.g., utility bill or bank statement).
Verification of payment source.
11.2 Seller’s Right to Reject or Suspend
The Seller reserves the right to refuse, suspend, or terminate a Participant’s involvement in the Token Sale if:
KYC/AML documentation is incomplete, inaccurate, or unverifiable.
The Participant is found to be on any sanctions lists or involved in illegal activities.
The Seller deems the Participant’s behavior to pose legal or regulatory risks.
11.3 Data Privacy
All personal information collected for AML/KYC purposes will be handled in accordance with the Seller’s privacy policy and applicable data protection laws.
The Seller may share Participant information with regulatory authorities or law enforcement agencies if required.
11.4 Failure to Comply
Participants who fail to meet AML/KYC requirements will not be eligible to receive $XGEN tokens.
Any payments made by non-compliant Participants may be subject to forfeiture in accordance with applicable laws.
12. Representations and Warranties
12.1 Participant Representations
By participating in the Token Sale, you represent and warrant that:
Legal Compliance: You are legally permitted to purchase, hold, and use $XGEN tokens in your jurisdiction.
Understanding of Risks: You have thoroughly reviewed these Terms and understand the risks associated with purchasing and holding $XGEN tokens.
Purpose of Purchase: You are purchasing $XGEN tokens solely for their intended utility within the XIO ecosystem and not for speculative or investment purposes.
Independent Advice: You have consulted with professional advisors regarding the legal, financial, and tax implications of participating in the Token Sale.
12.2 No Reliance on Representations
You acknowledge that you are not relying on any representations, warranties, or statements made by the Seller or its affiliates other than those expressly set out in these Terms.
12.3 Accuracy of Information
You represent and warrant that all information provided during the Token Sale process, including KYC/AML submissions, is accurate, complete, and up-to-date.
12.4 Prohibited Activities
You confirm that you are not participating in the Token Sale to:
Engage in money laundering, terrorist financing, or other illegal activities.
Facilitate the transfer of funds to or from restricted jurisdictions or sanctioned entities.
13. Force Majeure
13.1 Definition
The XIO Foundation Ltd is not liable for any failure or delay in the performance of its obligations under these Terms if such failure or delay is caused by events beyond its reasonable control, including but not limited to:
Acts of God (e.g., natural disasters such as earthquakes, floods, or hurricanes).
Government actions (e.g., regulatory changes, legal prohibitions).
War, terrorism, riots, or civil unrest.
Technological issues (e.g., blockchain network failures, smart contract malfunctions, or cyberattacks).
Utility disruptions (e.g., internet outages or energy shortages).
13.2 Consequences of Force Majeure
In the event of a force majeure, the Seller reserves the right to:
Suspend or terminate the Token Sale.
Delay the distribution of $XGEN tokens.
Amend these Terms to address the situation.
13.3 Notice
The Seller will provide reasonable notice to Participants via its official website or other communication channels in the event of a force majeure occurrence.
13.4 No Liability
The Seller shall not be held responsible for any damages, losses, or expenses incurred by Participants due to events of force majeure.
14. Indemnification and Limitation of Liability
14.1 Participant Indemnification
By participating in the Token Sale, you agree to indemnify and hold harmless The XIO Foundation Ltd and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, or expenses (including legal fees) arising from:
Your breach of these Terms.
Your violation of any applicable law or regulation.
Any third-party claims arising from your purchase, holding, or use of $XGEN tokens.
14.2 Limitation of Liability
To the fullest extent permitted by law:
The XIO Foundation Ltd and its affiliates shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to:
Loss of revenue.
Loss of profits.
Loss of data.
Business interruption.
The total liability of The XIO Foundation Ltd, whether in contract, tort, or otherwise, shall not exceed the total amount contributed by the Participant during the Token Sale.
14.3 No Warranties
$XGEN tokens are provided on an "as-is" and "as-available" basis without any representations or warranties of any kind, express or implied.
The Seller does not warrant that:
The Token Sale will be uninterrupted, error-free, or secure.
$XGEN tokens will meet your expectations or requirements.
The XIO ecosystem will be fully developed or operational.
15. Updates and Modifications
15.1 Right to Update
The XIO Foundation Ltd reserves the right to update, modify, or amend these Terms at any time to reflect:
Changes in applicable laws or regulations.
New developments in the XIO ecosystem.
Feedback or suggestions from Participants.
15.2 Notice of Changes
Updates to these Terms will be published on the official XIO website or communicated through other official channels.
It is the responsibility of Participants to review the updated Terms. Continued participation in the Token Sale or holding of $XGEN tokens constitutes acceptance of any amendments.
15.3 Material Changes
In the event of material changes to these Terms, the Seller may, at its discretion:
Offer Participants the opportunity to withdraw from the Token Sale.
Implement additional safeguards to protect Participants.
16. Governing Law and Dispute Resolution
16.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the British Virgin Islands (BVI), without regard to its conflict of laws principles.
16.2 Dispute Resolution
Arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms, including the breach, termination, or invalidity thereof, shall be resolved by binding arbitration in accordance with the rules of the International Chamber of Commerce (ICC).
Arbitration Location: The arbitration shall take place in the British Virgin Islands, and the language of the arbitration shall be English.
Arbitration Decision: The decision of the arbitrator(s) shall be final and binding on all parties, and judgment upon the award rendered may be entered in any court having jurisdiction.
16.3 Waiver of Class Action
Participants agree to resolve disputes on an individual basis and waive any right to participate in a class action or similar proceeding.
17. Contact Information
For any questions, concerns, or feedback regarding these Terms or the Token Sale, Participants may contact The XIO Foundation Ltd through the following channels:
Official Website: www.xio.ai
Email Support: support@xio.ai
Participants are encouraged to use these official communication channels for all inquiries related to the Token Sale.
18. Appendices
Appendix A: Token Sale Details
Total Token Supply: 1 billion $XGEN tokens.
Token Price: $0.02.
Swap Ratio: 1:1 $XGEN to $XIO at TGE.
Distribution Method: Blockchain-based smart contract.
Supported Blockchain: Base.
Appendix B: Risk Disclosure
A detailed breakdown of potential risks, as covered in Section 8, including real-world examples and hypothetical scenarios.
Appendix C: Technical Specifications
Contract address:
Base.
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